Board Resolution for Destruction of Records (Format)

Under the erstwhile companies act, there were specific rules for preservation period of documents of a company and destruction thereafter, i.e. The Companies (Preservation and Disposal of Records) Rules, 1966. But under the new act, no such rules have been notified yet.

In the case of "Listed entities" — as per Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the companies are required to have a policy for preservation of documents as approved by the board of directors. The policy is for Documents to be preserved permanently and Documents with preservation period of not less than 8years after completion of the relevant transactions. However, the company can keep such documents in electronic mode.

In the case of "Unlisted entities" — such companies may formulate their own policy on preservation of documents of the company and disposal thereof, subject to the relevant provisions, if any, of the Companies Act, 2013 and rules made thereunder. It'd be advisable for such companies to follow the same rules as prescribed for listed entities under Regulation 9 of SEBI (LODR) Regulations and adopt a policy for preservation and disposal of documents of the company.

After the completion of the preservation period for certain documents, the same may be destroyed with the approval of the board of directors. The list of such documents to be destroyed is to be presented before the meeting with clear details of what those documents are.

Templates of board resolution for destruction of records are provided hereunder for reference—

SAMPLE #1

#. To approve destruction of certain records of the company

“RESOLVED THAT the consent of the Board of Directors of the company be and is hereby accorded for destruction of the following records and documents:

 1. (Name of the document)

 2. (Name of the register)

 3. (Name of the certificate)
 4. (Name of the books of accounts)

FURTHER RESOLVED THAT the destruction of the above mentioned records and documents be carried out in the presence of (Name of the Director/Officer), (Designation) and (Name of the Director/Officer), (Designation) and that they are hereby authorised to do all such acts, deeds and things as may be necessary in this regard.”

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SAMPLE #2

#. To approve destruction of certain records of the company

“RESOLVED THAT the following items of the company being preserved for more than 8 years be destroyed:

S.No.	Item Category	Name of the Item	Age
1.	Books of Accounts	Books of accounts of ……. branch office	... years old
2.	…….. Document	…………………..	... years old
3.	…………. Records	…………………………	... years old

RESOLVED FURTHER THAT (Name of the Director/ Secretary/ Officer), (Designation) be and is authorised to supervise the destruction of the above mentioned items of the company and to enter the list of said items in the Register of Destruction of Records of the company.

RESOLVED FURTHER THAT (Name of the Director/ Secretary/ Officer), (Designation) be and is authorised to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolutions.”



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NOTE: The resolution samples here are only for reference to help you with drafting. Do refer the exact provisions of the Companies Act, relevant rules framed thereunder, SEBI regulations and any other applicable laws to be able to not to miss out anything important while drafting.