Valecha Engineering

 

POLICY STATEMENT

Over the years, our Company has build a reputation for responsible behavior and fairness. The Group is committed in creating and maintaining a community in which employees can work together in an environment free of violence, harassment, exploitation and intimidation.

The Company believes that all employees of the Company have the right to be treated with dignity. The Company will not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its women employees are not subjected to any form of harassment.

OBJECTIVE

  • To comply with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
  • To lay down a standard policy governing Sexual Harassment at Workplace
  • To evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of gender based violence
  • To define and explain various procedures to be followed in event of untoward incident of sexual harassment reported by any employee
  • To lay down guidelines for the forum for redressal of such grievances, as per the legal framework

SCOPE

This policy applies to all categories of employees of the Company, including permanent, management and workmen, temporaries, trainees and employees on contract at its workplace, site offices, or at client sites. The Company will not tolerate sexual harassment, if engaged in by clients or by suppliers or any other business associates.

The workplace includes

  1. Corporate office or other premises where the Company’s business is conducted;

  2. Any other site away from the Company’s premises where company‐related activities are performed;

  3. Any place visited by an employee arising out of or during the course of employment.

  4. Any social, business or other functions/gatherings where the conduct or comments may have an adverse impact on the workplace.

SEXUAL HARASSMENT

“Sexual Harassment” to include but not restricted to the following:

  1. Unwelcome sexual advances, verbal or physical conduct of sexual nature, whether implicitly or explicitly;

  2. Unwelcome sexual advances involving verbal, non‐verbal and/or physical conduct such as sexually colored remarks, jokes, letters, phone calls or e‐ mails, gestures, exhibition of pornography, lurid stares, physical contact or molestation, stalking, sounds or display of pictures, signs, verbal or non verbal communications, which offends the individual’s sensibilities and affect his/her performances;

  3. Eve teasing, innuendos and taunts, physical confinement against one’s will and likely to intrude upon one’s privacy

  4. Any other unwelcome physical, verbal or non‐verbal conduct of sexual nature.

RESPONSIBILITIES REGARDING SEXUAL HARASSMENT:

All employees of the Company have a personal responsibility to ensure that their behavior is not contrary to this policy. All employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment.

COMPLAINT REDRESSAL COMMITTEE:

The Company shall have Complaint Redressal Complaints Committee at all locations, to specifically address any complaints of sexual harassment. The Committee will be constituted by the Company and would be headed by a Presiding Officer, who shall be a Woman Associate at a senior level. In case the senior level officer is not available, Presiding Officer shall nominate the senior level officer from other locations.

A committee has been constituted by the Management to consider and redress complaints of Sexual harassment. The Chairman and Members of the Committee are as follows:

Name of the person Designation
   
Mrs. Lalna Takekar Presiding Officer
Tarun Dutta Member
Vijaykumar Modi Member
Prashant Sawant Member

A quorum of 3 members is required to be present for the proceedings to take place. The quorum shall include the Chairperson and at least two other members, one of whom shall be a lady.

The Complaint Redressal Committee is responsible for:

  • Investigating every formal written complaint of sexual harassment.
  • Taking appropriate remedial measures to respond to any substantiated allegations of sexual harassment.
  • Discouraging and preventing employment‐related sexual harassment.

PROCEDURES FOR RESOLUTION, SETTLEMENT OR PROSECUTION OF ACTS OF SEXUAL HARASSMENT:

The Company is committed to providing a supportive environment in order to resolve concerns of sexual harassment as under:

A. Informal Resolution Options

  1. When an incident of sexual harassment occurs, the victim of such conduct can communicate her disapproval and objections immediately to the harasser and request the harasser to behave decently.

  2. If the harassment does not stop or if victim is not comfortable with addressing the harasser directly, she can bring her concern to the attention of the Complaint Redressal Committee for redressal of her grievances. The Complaint Redressal Committee will thereafter provide advice or extend support as requested and will undertake prompt investigation to resolve the matter.

B. Complaints:

  1. Any employee with a harassment concern, who is not comfortable with the informal resolution options or has exhausted such options, may make a formal complaint to the Chairperson or any member of the Complaint Redressal Committee constituted by the Management. The complaint shall have to be in writing and can be in form of a letter, preferably within 10 days from the date of occurrence of the alleged incident, sent in a sealed envelope. Alternately, the employee can send complaint through an email. The employee is required to disclose her name, department, division and location she is working in, to enable the Chairperson to contact her and take the matter forward.

  2. Upon receipt of such Complaint, the Committee will hold a meeting with the Complainant within 15 (fifteen) working days of the receipt of complaint.

  3. In the meeting, the members shall hear the complainant and record his/her allegations. The Complainant may also submit any corroborative material with a documentary proof, if any.

  4. In case the Complainant does not wish to depose personally to avoid embarrassment, the Complainant can meet one of the Committee member personally and record his/her statement.

  5. The Committee shall call upon the harasser / person against whom a complaint is being made, for deposition / explanation for the behavior.

  6. In the event, the Committee members opine that the allegation does not fall under the purview of Sexual Harassment or the allegation does not mean an offence of Sexual Harassment, they will record the findings with reasons and communicate the same to the complainant.

  7. If the Complaint Redressal Committee determines that the allegations constitute an act of sexual harassment, the Committee will proceed to investigate the allegation.

  8. The Committee will provide a statement of allegation to the Harasser / person against whom a complaint is being filed and give him / her any opportunity to submit a written application within 7 working days from receipt of such statement. A copy of such statement would also be provided to the Complainant.

  9. The parties, if so desires, can request the Committee to call upon any witness(es) as they may consider necessary. Upon receipt of such request, the Committee may call upon the witnesses for hearing.

  10. The Committee shall complete the enquiry within reasonable period but not later than 3 months and shall submit a written report containing the findings and recommendations to the Director(s) and Head ‐ HR.

DISCIPLINARY ACTION:

In the findings / report of the Complaint Redressal Committee confirms that the employee is found guilty of sexual harassment, the Company, within 10 working days, upon recommending of the Committee, can initiate following actions against such employee:

  • Formal apology
  • Counselling
  • Written warning to the perpetrator and a copy of it maintained in the employee’s file.
  • Change of work assignment / transfer either the perpetrator or the victim.
  • Suspension or termination of services of the employee found guilty of the offence.
  • The Complaint’s Committee report will also be made available to concerned parties.
  • Criminal proceedings, if warranted.

The victim of sexual harassment shall also seek legal remedies as may be provided under statutory laws for the time being in force.

In case the Committee find the degree of offence coverable under the Indian Penal Code, then this fact shall be mentioned in its report and appropriate action shall be initiated by the Management, for making a Police Complaint

CONFIDENTIALITY

The Company understands that it is difficult for the victim to come forward with a complaint of sexual harassment and recognizes the victim’s interest in keeping the matter confidential. To protect the interests of the victim, the accused person and others who may report incidents of sexual harassment, confidentiality will be maintained throughout any investigatory process to the extent practicable and appropriate under the circumstances.

ACCESS TO REPORTS AND DOCUMENTS:

All records of complaints, including contents of meetings, results of investigations and other relevant material will be kept confidential by the Company except where disclosure is required under disciplinary or other remedial processes.

PROTECTION TO COMPLAINANT / VICTIM:

The Company is committed to ensuring that no employee who brings forward a harassment concern is subject to any form of reprisal. Any reprisal will be subject to disciplinary action. The Company will ensure that victim or witnesses are not victimized or discriminated against while dealing with complaints of sexual harassment. However, anyone who abuses the procedure (for example, by maliciously putting an allegation knowing it to be untrue) will be subject to disciplinary action.

PUNISHMENT FOR FALSE OR MALICIOUS COMPLAINT AND FALSE EVIDENCE:

Where the Complaint Redressal Committee arrives at a conclusion that the allegation against an employee is malicious or the aggrieved woman or any other person making the complaint has made the complaint knowing it to be false or the aggrieved woman or any other person making the complaint has produced any forged or misleading document, it may recommend to the employer to take action against the woman or the person who has made the complaint in accordance with the provisions of the service rules applicable to her or him.

CONCLUSION:

In conclusion, the Company reiterates its commitment to providing its women employees, a workplace free from harassment/ discrimination and where every employee is treated with dignity and respect.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Financial Year Disclosures
   
2016-17 During the year under review, there were no cases filed pursuant to the aforesaid Act.
2017-18 During the year under review, there were no cases filed pursuant to the aforesaid Act.
2018-19 During the year under review, there were no cases filed pursuant to the aforesaid Act.
2019-20 During the year under review, there were no cases filed pursuant to the aforesaid Act.
2020-21 During the year under review, there were no cases filed pursuant to the aforesaid Act.
2021-22 During the year under review, there were no cases filed pursuant to the aforesaid Act.
2022-23 During the year under review, there were no cases filed pursuant to the aforesaid Act.

FOR DIRECTORS AND SENIOR MANAGEMENT

APPLICABILITY

This Code shall be applicable to each member of the Board of Directors of the Company (hereinafter referred to as “ Directors”), as well as Senior Managers (i.e. Presidents/VPs/GMs/Division Heads) of the Company, being members of the "Senior Management" of the Company, or such other employee of the Company as may be designated as member of the Senior Management for the purpose of this Code by the the Board of Directors / Chairman & Managing Director of the Company from time to time (hereinafter referred to as "Senior Management").

OBJECTIVE

The Directors and Senior Management must act within the bounds of the authority conferred upon them in order to:

  • enhance the standards of ethical conduct, which are based on core group values.
  • evolve as good corporate citizens by implementing highest degree of transparency, integrity, accountability and corporate social responsibility.
  • further achieve good corporate governance by complying with all laws, rules, and regulations applicable to the Company.
  • make and enact informed decisions and policies in the best interests of the Company and its shareholders/stakeholders.

THE CODE

With a view to maintain a high standard, the Company requires that the Code should be observed in all the activities by the Board of Directors and the Senior Management. The Company appoints the Secretary of the Company as the Compliance Officer for the purposes of the Code, who will be available to the Directors and the Senior Management to answer questions and to help them comply with the Code. The Code shall be generally observed in the following areas:

The Board of Directors of the Company is empowered to add, alter or amend any of the provisions of this Code, as it may deem fit and proper, from time to time.

  1. Honesty and Integrity
    The Directors and Senior Managers shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. The Directors and Senior Managers shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors and Senior Managers shall act in the best interests of the Company and fulfill the fiduciary obligations.

  2. Conflict of Interest
    The Directors and Senior Managers shall not engage in any business relationship or activity, which may be in conflict of interest with those of the Company. Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential –

    1. Directors/Senior Managers should not engage in any activity / employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company.

    2. Directors/Senior Managers and their immediate families should not invest in a customer, supplier or competitor of the Company and generally refrain from investments that compromise their responsibility to the Company.

    3. Directors/Senior Managers should avoid conducting Company business with a relative or with a firm / company in which a relative / related party is associated in any significant role.

    4. If such related party transaction is unavoidable, it must be fully disclosed to the Board or to the Compliance Officer of the Company, notwithstanding that the same may technically not be a disclosure required within the meaning of the Companies Act.

    5. Directors/Senior Managers should avoid any outside business activity that detracts his/her ability to devote appropriate time and attention to his/her responsibilities with the Company.

    6. Directors/Senior Managers should avoid receipt of any improper benefits to his/her personal knowledge as a result of his/her position in the Company.

  3. Disclosure of Interests
    The Company feels that serving on the Board of Directors of other companies may raise substantial concerns about potential conflict of interest. And therefore, all Directors must report / disclose such relationships to the Board within 21 days of such change. It is felt that service on the Board of Directors of a competitor is not in the interest of the Company. The Directors/Senior Managers shall disclose the necessary information to the Company at regular intervals in respect of various declarations under the applicable acts, rules and regulations, including the Companies Act, 2013, etc.

  4. Compliance
    The Directors and Senior Managers are required to comply with all the applicable laws, rules and regulations, both in letter and in spirit. In order to assist the Company in promoting lawful and ethical behaviour, Directors must report any possible violation of law, rules, regulations or the Code of Conduct to the Compliance Officer.

  5. Concurrent Employment In consideration of the Directors/Senior Managers being engaged with the Company, he/she shall devote his/her full attention to the business interests of the Company. He/she shall prohibit himself/herself from engaging in any activity (unless disclosed to the Board or Compliance Officer and consent thereof is obtained) that interferes with his/her performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company.

  6. Protecting Company’s Assets/Confidentiality of Information The Directors/Senior Managers shall endeavour to protect the Company’s assets and properties including intellectual property and ensure their efficient use. The Directors/Senior Managers shall ensure the use of Company’s properties for legitimate business purposes. Any information concerning the Company’s business, its customers, suppliers, etc., which is not in the public domain and to which the Directors or Senior Managers have access or possess such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law. No Director or Senior Manager shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized or required under law.

  7. Insider Trading The Directors or Senior Managers of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in public domain. The Directors and Senior Managers shall comply with insider trading guidelines as issued by SEBI and prevention of Insider Trading Code as issued by the Company.

  8. Meetings
    The Directors and concerned Senior Managers shall endeavour to attend and actively participate in all the meetings of the Board of Directors and its Committees, wherever applicable and General Meetings of the Members of the Company. The Directors/Senior Managers shall not participate in any meetings, in any discussions or vote on any matter related to a counter party in which he/she is interested.

  9. Trustee
    The Directors/Senior Managers shall at all times exercise their powers for the purposes they were / are conferred, for the benefit and prosperity of the Company. The Directors/Senior Managers shall discharge their fiduciary duties as Trustees in a fair and impartial manner to all the stakeholders of the Company.

  10. Company Funds
    The Directors/Senior Managers are personally responsible for all Company funds over which he/ she exercises control. The Company agents and contractors should not be allowed to exercise control over Company's funds. Company funds must be used only for Company's business purposes. The Directors/Senior Managers, agents and contractors must not use Company's funds for any personal purpose.

  11. Contractual Obligations
    Besides the adherence to the above Code, the Whole – time Directors and Senior Managers shall also be required to abide by their contractual obligations as per their respective Appointment Letters/ Contracts / Agreements with the Company.

  12. Certification
    Each of the Directors and the Senior Managers of the Company to whom this Code is made applicable, shall file with the Compliance Officer, a certificate addressed to the Board of Directors / Chairman and/or the Managing Director of the Company at the first Board meeting of each financial year, confirming his/her compliance with the provisions of this Code.

ABOUT US

  1. Introduction and Objective
    Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 require every Listed Entity to have a Policy on Archival of Disclosures posted on the Company’s website. This Policy shall be called "Archival Policy for Material Disclosures" for archiving material disclosures made on official website of the Company. It shall come into effect from the date of its approval by the Board of Directors.
  2. Applicability and scope of the Policy
    This Policy shall be applicable for the material events/information disclosed by the Company to the Stock Exchanges and also on its website pursuant to Regulation 30 of the SEBI Regulations.
  3. Definitions
    • “Act” shall mean the Companies Act, 2013 and the Rules framed thereunder, including any statutory modifications, clarifications, circulars or re-enactments thereof.
    • “Company” shall mean Valecha Engineering Limited.
    • “Material Event” means the individual transaction or arrangement which, in the opinion of the Key Managerial Personnel of the Company is significant to the operations or performance of the Company.
    • “SEBI Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, clarifications or re-enactment thereof.
  4. Interpretation
    Terms that have not been defined in this Policy shall have the same meaning assigned to them in the SEBI Regulations and/or the Act as amended from time to time.
  5. Uploading of Documents on website
    Since the Equity Shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited, the Company regularly sends various information, financial statements, notices and other disclosures to them as required under the SEBI Regulations. As per the provisions of SEBI Regulations, the Company has been maintaining a functional website with the URL www.valecha.in containing therein the information as prescribed thereunder. All material events / information disclosed to the Stock Exchanges shall be uploaded on the same day on the website of the Company www.valecha.in or such other website that may be used as official website of the Company in future and shall continue to be hosted there for a period of five years.
  6. Archival of Disclosures
    After completion of five years from uploading on the website of the Company, every such disclosure shall be preserved in an “Archives Folder” for a further period of three years on the website. Thereafter, the said information / documents / records may be destroyed as per Policy on Preservation of Documents of the Company.

ABOUT US

  1. Objective
    The Board of Directors (the “Board”) of VALECHA ENGINEERING LIMITED (the “Company”), acting upon the recommendation of its Audit Committee has adopted the following policy (the “policy”) and procedures with regard to Related Party Transactions (“RPT”). The Audit Committee may review and amend this policy from time to time. This policy is framed as per defination of the SEBI LODR Regulations 2015 2(zb). The objective of this policy and procedures is to ensure that transactions between the Company and its related parties are based on principles of transparency and at arm’s length pricing. Likewise, this policy aims at preventing and providing guidance in situations of potential conflict of interests in the implementation of transactions involving such related parties.
  2. Definitions

    (Note – To the extent, the provisions of Companies Act, 2013 are inconsistent with the SEBI LODR regulations 2015 for determining materiality of Related Party Transaction, the stricter interpretation shall be applied for all those transactions, which are not at arm’s length or in ordinary course of business)

    The terms Director, Whole-time Director, Managing Director, Chief Financial Officer, Company Secretary, Key Managerial Personnel (“KMP”) shall have the same meaning as assigned to them under the Companies Act, 2013.

    • Audit Committee” means Committee of Board of Directors of the Company constituted under provisions of the Companies Act 2013 / and SEBI LODR Regulations 2015.
    • Arm’s Length Transaction” means a transaction between two Related Parties that is conducted as if they were unrelated, so that there is no conflict of interest.
    • Material transaction” Transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.
    • Relative” means relative as defined under the Companies Act, 2013 and includes anyone who is related to another, if-
      • They are members of a Hindu Undivided Family;
      • They are husband and wife;
      • Father (including step-father);
      • Mother (including step-mother);
      • Son (including step-son);
      • Son’s wife;
      • Daughter;
      • Daughter’s husband;
      • Brother (including step-brother); or
      • Sister (including step-sister)
  3. “Related Party” shall mean a person or entity that is related to the Company as defined under Section 2(76) of the Companies Act, 2013 or under SEBI LODR regulations 2015 as may be amended from time to time.
  4. “Related Party Transaction” shall mean all transaction(s) as per Section 188 of the Companies Act, 2013 or SEBI LODR regulations 2015  as may be amended from time to time.
  5. Policy
    All Related Party Transactions must be referred to the Audit Committee for approval in accordance with this Policy.
  6. Identification of Related Party and Related Party Transactions:
    • Each Director and Key Managerial Personnel is responsible for providing notice to the Chief Financial Officer/Company Secretary of any potential Related Party Transaction involving him/her or his or her Relative, including any additional information about the transaction that the Board/Audit Committee may request, for being placed before the Audit Committee and the Board.
    • The Company strongly prefers to receive such notice of any potential Related Party Transaction well in advance so that the Audit Committee has adequate time to obtain and review information about the proposed transaction.
    • In addition, the Company Secretary shall obtain declarations at time intervals as may be necessary from Directors and KMPs for identification of Related Parties.
    • The Company Secretary shall also review the structure on half yearly basis with Chief Financial Officer to identify any new related party.
    • The Company Secretary shall maintain database of all Related Parties based on the notice / declaration received from Directors/KMPs including Group entities and share the same with Chief Financial Officer on a quarterly basis to monitor the transactions with them.
    • Any potential Related Party Transactions that are brought to the attention of the Company Secretary and Chief Financial Officer shall be analysed by the Legal Department, in consultation with management and with an external consultant, as appropriate. The Board shall record the disclosure of interest and the Audit Committee shall determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this policy.
  7. Review and Approval of Related Party Transactions

    Every Related Party Transaction shall be subject to the prior approval of the Audit Committee whether at a meeting or by resolutions by way of circulation.

    Any member of the Audit Committee who has a potential interest in any Related Party Transaction shall abstain from discussion and voting on the approval of the related party transaction.

    5.1. General criteria for approval of Related Party Transactions

    The Audit Committee shall also be provided with all the relevant information of the Related Party Transactions, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and any other relevant matters including information required under Rule 15  of the Companies (Meetings of Board and its Powers) Rules, 2014 as may be amended from time to time.

    The relevant information provided specifically covers the following:

    • The name of the Related Party and nature of relationship;
    • The nature, duration of the contract and particulars of the contract or arrangement;
    • The material terms of the contract or arrangement including the value, if any;
    • Any advance paid or received for the contract or arrangement, if any;
    • The manner of determining the pricing and other commercial terms, both included as part of the contract and not considered as part of the contract;
    • Whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors;
    • The persons/authority approving the transaction; and
    • Any other information relevant or important for the Audit Committee to take a decision on the proposed transaction.

    In determining whether to approve a Related Party Transaction, the Audit Committee shall consider (among other aspects it deems relevant), such as-

    • There are clearly demonstrable reasons from the Company’s business point of view, for the transaction to be entered into with a Related Party;
    • The transaction is concluded in terms at least as favourable to the Company as the ones usually available in the market to the extent available or the ones offered to/by a third-party not related to the Company in equivalent circumstances;
    • Valuation methodology used and other possible approaches for valuation of the transaction;
    • Extent of the related party’s interest in the transaction, taking into account the amount involved in the transaction, the overall financial position of the related party, the direct or indirect nature of the related party’s interest in the transaction and the continuous nature of the transaction. Depending upon nature, frequency and volume of transaction, the Audit Committee, if decides to approve the Related Party Transaction, then subject to legal provisions, it may approve. Such an individual transaction or set of transactions if it is expected to be not repetitive in nature; or If it is likely that multiple transactions could be entered into with a related party/ies or with a class/group of related parties, depending upon business requirements (and it is not possible to know / determine name of the party/amount/duration), then in such cases approve master agreement or principle terms of transactions in such a way that it covers major commercial terms, basis / formula of pricing based on arm’s length principle, which is accepted in industry and also assures compliance with applicable laws and regulations. Audit Committee shall approve a transaction which can’t be foreseen only in an exceptional situation, subject to statutory cap as may be prescribed under SEBI LODR regulations 2015, from time to time. The Audit Committee may lay down the terms and conditions and processes that management shall follow before / after doing a Related Party Transaction, which shall include monitory limits, period, manner of reporting of transactions to the Audit Committee in each quarter based on the accepted principles and if necessary, certified to be as per policy by external consultant.
  8. Material Related Party Transactions

    The transaction/s which exceed/s the limits of materiality prescribed under SEBI LODR regulations 2015 or exceed/s the materiality limits prescribed under Companies Act, 2013 but are not in the ordinary course of business / Arms’ Length, shall be referred by the Audit Committee with its recommendations to the Board of Directors. The Board will record reasons for agreeing / not agreeing with the recommendations of the Audit Committee and if it decides to approve the transaction/s, then shareholders approval will be sought through a special resolution in the manner and to the extent it is required under the Companies Act, 2013 and SEBI LODR regulations 2015, subject to the restriction on voting as per law.

    The Audit Committee/ Board may decide to refer the related party transaction to an external law firm / advisor to obtain opinion on the aspects of ‘Ordinary Course of Business’ / ‘Arm’s Length’ or any other related aspect.

  9. Omnibus approval by Audit Committee for Related Party Transactions proposed to be entered

    The Audit Committee grants omnibus approval for normal transactions in ordinary course of business with related parties, and the same being recurring in nature. The Audit Committee would review on a quarterly basis the aforesaid Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given. Fresh approval would be obtained on an annual basis.

  10. Reporting of Transaction and Records

    The Company Secretary shall be responsible for giving adequate disclosures of Related Party Transactions in the Board’s Report to the extent it is required under the Companies Act, 2013 and SEBI LODR regulations 2015 and also make necessary entries in the register maintained for this purpose. The management may put in place an internal process document to monitor compliance of the Related Party Transactions with this Policy and transactions approved by the Audit Committee.

  11. Non-Compliance with the provisions of this Policy

    If a transaction is done without the approval of the Audit Committee and if the Audit Committee determines not to ratify a Related Party Transaction that has been commenced without approval, then the Audit Committee, as appropriate, may direct additional actions including, but not limited to discontinuation of the transaction or seeking the approval of the shareholders, payment of compensation for the loss suffered by the related party etc. In connection with any review of a Related Party Transaction, the Audit Committee has authority to modify or waive any procedural requirements of this Policy.

    Any violation to the provisions of the Policy that comes to the knowledge shall result in the adoption of the appropriate measures, ensuring the effectiveness of this Policy, and shall also be reported to the Audit Committee.

    This Policy shall be communicated to all operational employees and other concerned persons of the Company and shall be placed on the website of the Company and a web link thereto shall be provided in the annual report of the Company.

ABOUT US

  1. Objectives
    The objective of the Policy is to ensure timely and adequate disclosure of material events and price sensitive information under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 by Valecha Engineering Limited ("VEL").
  2. Scope
    Information relating to material events and which is price sensitive in nature, shall be promptly disseminated to the Stock Exchanges. For this purpose, material event means any information which relates to VEL and which, if published is likely to materially affect the price of shares of VEL.

    As per Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, VEL shall disclose to the Stock Exchanges where it is listed, the following types of material events:

    • Events such as strikes, lock-outs, closure on account of power cuts, etc;
    • Change in the general character or nature of business;
    • Disruption of operations due to natural calamity;
    • Commencement of commercial production / commercial operations;
    • Developments with respect to pricing / realization arising out of change in regulatory framework;
    • Litigation /dispute with a material impact;
    • Revision in Ratings;
    • Any other information having material bearing on the operations / performance of VEL as well as price sensitive information, such as :-
      • 1. Periodical Financial Results of VEL;
      • 2. Intended declaration of Dividend (both Interim and Final);
      • 3. Issue of Securities, forfeiture or buy back of securities;
      • 4. Any major expansion or execution of new projects;
      • 5. Amalgamation, Mergers or Takeovers;
      • 6. Disposal of the whole or substantial part of the undertaking;
      • 7. Change in Directors, Key Managerial Personnel, Auditors;
      • 8. Fraud/Default by promoters or Key Managerial Personnel;
      • 9. Amendment in Memorandum and Articles of Association;
      • 10. Corporate debt restructuring;
      • 11. Reference to NCLT and winding up petition;
      • 12. Issue of Notice, Call Letters etc. to Shareholders;
      • 13. Proceeding of Annual General and Extra Ordinary General Meeting;
      • 14. Any Agreements with media companies;
      • 15. Action pursuant to regulatory/statutory amendment that is material to the operations of VEL;
      • 16. Details of litigation/disputes/agreements that have a material impact on the functioning of VEL.
  3. Prompt disclosure of material events and price sensitive information
    Information of material events and price sensitive information shall be given by VEL to Stock Exchanges and disseminated on a continuous and immediate basis, so that present and potential investors are able to take informed decision with respect to their investment in VEL.
  4. Authorisation for disclosures
    4.1 The Key Managerial Personnel (KMP) are authorized to determine the materiality of an event and to decide:
    • The event that qualifies for disclosure as per Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
    • The appropriate time at which such disclosure is to be filed with the Exchange.
    • The details that may be filed in the best interest of present and potential investors.
    4.2 All such disclosures shall be signed by the Managing Director or Chief Financial Officer or Company Secretary of VEL. Posting of information on corporate website Aforesaid information shall also be posted on VEL's website and shall be hosted for atleast 5 years.
  1. Purpose
    In accordance with SEBI LODR regulations 2015 as amended, the purpose of the Policy on Board Diversity is to set out a framework to promote diversity on Company’s Board of Directors (the Board).
  2. Vision
    The Company recognizes the importance and benefits of having a diverse Board to enhance quality of its performance.
  3. Policy Statement
    The Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced development.
  4. Implementation

    For appointments of persons to the office of Directors and deciding composition of the Board, first the Nomination & Remuneration Committee (NRC Committee) and then the Board shall have due regard to this policy on Board Diversity. In this process the NRC Committee and then the Board will review the current composition of the Board of Directors of the Company and also take into consideration qualification and wide experience of the persons to be appointed as directors on the Board of the Company going forward in the fields of finance, accounting, management, regulatory, administration, legal apart from compliance of legal and contractual requirements of the Company.

    The Board of Directors of the Company shall have an optimum combination of executive and non-executive directors with at least one woman director and the composition of the Board shall be in accordance with requirements of the Articles of Association of the Company, the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable statutory, regulatory and contractual obligations (as may be amended from time to time) and applicable to the Company.

  5. Review of Policy
    The NRC Committee will review the policy from time to time and make recommendations on any required changes to the Board for consideration and approval.
  6. Disclosure of the Policy
    This policy may be posted on the Company’s website. The necessary disclosure about the Policy will also be made as per requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, as amended from time to time.

ABOUT US

The Board of Directors of Valecha Engineering Limited (VEL) has adopted this Policy

Purpose

The Policy for Material Subsidiaries (Policy) is framed in accordance with the requirements stated under Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is intended to ensure governance of Material Subsidiary Companies of VEL, if any

  1. Definitions

    “Audit Committee” means the Audit Committee of the Board of VEL under the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, as amended from time to time.

    “Material Subsidiary” shall have the meaning as defined in Regulation 16(1)(c) of the LODR Regulations, pursuant to which a material subsidiary means a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

    "Subsidiary Company" means subsidiary company as defined in Section 2(87) of the Companies Act, 2013.

  2. Procedure and Policy
    • VEL shall not, without the prior approval of the Members by Special Resolution in its General Meeting, dispose of shares in its Material Subsidiary Company, if any, which would reduce its shareholding (either on its own or together with other Subsidiaries) to less than 50% or cease the exercise of control over the Material Subsidiary Company except where such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal.
    • VEL shall not, without the prior approval of the Members by Special Resolution, sell, dispose-off or lease the assets amounting to more than 20% of the assets of the Material Subsidiary, if any, on an aggregate basis during a financial year, unless the same is made under a scheme of arrangement duly approved by a Court/ Tribunal.
    Disclosure
    1. This “Policy on Material Subsidiaries” shall be disclosed on the web-site of the Company and a web link thereto shall be provided in the Annual Report of the Company.
    2. Adequate disclosure relating to the subsidiary companies, if any, as may be required under the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, would be made by VEL.

    3. Amendments

      The Chairman is authorized to make any amendments to the Policy in consultation with the Chairman of the Audit Committee and the Audit Committee and the Board shall be informed of such amendments accordingly

ABOUT US

  1. Introduction

    In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors (" Board ") of VALECHA ENGINEERING Limited has adopted this Policy for Preservation of Documents, as required under applicable regulations.

    In any circumstance, where the terms of this policy differ from any existing or newly enacted law, rule, regulation or standard governing the Company, the law, rule, regulation or standard will take precedence over this Policy and procedures until such time as this Policy is changed to conform to the law, rule, regulation or standard.

  2. Objective

    The objective of the Policy is to determine the preservation period for records/documents based on their reference value and legal requirements. The following aspects are considered while arriving at the preservation period:

    • Company's own information retrieval needs (reference value);
    • Statutory requirements under respective statutes;
    • Litigation requirements;
    • Easy retrieval;
    • Unwanted records not to occupy storage space.

  3. Definitions

    In this policy unless the context otherwise requires -

    • "Act" means the Companies Act, 2013 and rules made there under, as amended from time to time.
    • "SEBI Regulations" shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as may be amended from time to time.
    • "Company" means Valecha Engineering Limited.
    • "Document" includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form.
    • "Key Managerial Personnel" or "KMP" shall have the same meaning ascribed to it under the Act.
    • "Board or "Board of Directors" shall mean the Board of Directors of Valecha Engineering Limited, as may be re-constituted from time to time.
    • "Financial Year" shall have the same meaning ascribed to it under the Act.
    • "Electronic Form" with reference to information means any information generated, sent, received or stored in media, magnetic, optical, computer memory, micro film, computer generated micro fiche or similar device.
     

    The words or expressions used but not defined herein, but defined under Companies Act, 2013 or the SEBI Regulations shall have the same meaning assigned therein.

Scope

This Policy will be valid for determining preservation period for commercial and legal records and will be applicable to all locations of the Company.

Responsibility

The Departmental Head concerned will be responsible for the maintenance, preservation and destruction of records pertaining to the respective Department.

Preservation Period

The preservation period starts with the conclusion of financial year, in which the document has been formed or the last entry was made and the preservation period of agreements starts with the end of the financial year, in which the agreement period expires.

For determining the preservation period, the records are categorized into following four categories:

Category & Description Period of Preservation

Records/documents with short reference value - i.e. records, which are to be preserved for a short period for enquiry, evidence, verification, evaluation, etc.

Less than 8 years

Records/documents required to be maintained as per statutory requirements and having higher reference value – i.e. records having contractual/legal implications, which need to be preserved for a prescribed periods as per statutory requirements; and records, which need to be preserved for a particular period according to Company’s own reference needs.

Documents to be preserved for a period of 8 to 12 years

Records which will have a permanent value for the Company even after the expiry of legal preservation period.

Permanent

Records which are required for adducing evidence in judicial or quasi judicial or other dispute redressal forum.

Till the time the matters are finally disposed off.

Notwithstanding the general guidelines, care should be taken by the respective Departments to ensure that records of special nature such as unsatisfied claims by or against the Company, suits pending in courts, tribunals, quasi judicial or other mediation and alternate dispute fora, industrial disputes, etc. are preserved according to specific needs and even beyond the prescribed periods.

Also, in the case of statutory records such as licenses, certificates, sanctions, approvals, etc. from Government/ Statutory Bodies, care should be taken to maintain and preserve the records in accordance with the specific guidelines/instructions, if any, by the issuing authority.

Preservation Location

The preservation location will be the concerned Department. If the location is other than the concerned Department, the same shall be documented and kept in a file for reference purpose in the respective Departments. In case of critical documents which need to be preserved for very long periods or permanently, the same shall be preserved in fire proof or other such secured cabinets.

Mode of Preservation

Records/documents may be preserved either physically or in electronic form.

Destruction of Records

Records/documents preserved shall be reviewed every year or according to need by the respective Departments and action taken to destroy those records which are due for disposal.

General Authorisation

The Policy shall be reviewed on a periodic basis and the the Board of Directors / Chairman & Managing Director and Company Secretary are authorized jointly to make such changes as may be deemed necessary or as warranted by law.

FOR DIRECTORS AND EMPLOYEES

ABOUT US

With a view to maintain the high standards of transparency in Corporate Governance and also to comply with the Stock Exchange SEBI LODR Regulations and SEBI Circulars, as amended from time to time, the following Policy is formulated to enable the Directors and employees of Valecha Engineering Limited (hereinafter called “the Company”) to have direct access to the Managing Director or the Chairperson of the Audit Committee.

  1. The Company shall communicate to all Directors and employees through internal circular, the details of the Whistle Blower Policy.
  2. Any Director or employee of the Company who observes any unethical or improper practice (not necessarily a violation of Law) or any deviation from the Code of Conduct of the Company shall be free to approach the Managing Director or the Chairperson of the Audit Committee of the Company.
  3. The Director or employee need not inform his/her immediate superior while approaching the Managing Director or the Chairperson of the Audit Committee.
  4. The Director or employee should make his/her observation in the form of a letter duly signed by him/her addressed to the Managing Director or the Chairperson of the Audit Committee, at his/her choice either at the Company’s registered office address or their residence address. The Managing Director or the Chairperson of the Audit Committee may not entertain any anonymous letters.
  5. The observations of a Director or an employee should be brief, concise and to the point.
  6. The Managing Director or the Chairperson of the Audit Committee shall consider all the Letters of observation received from Director or employee at the earliest.
  7. Any Director or employee communicating his/her observations to the Managing Director or the Chairperson of the Audit Committee may be summoned by the Managing Director or the Chairperson of the Audit Committee to be personally present to provide clarification / further information to the Managing Director or the Chairperson of the Audit Committee if and when required.
  8. After considering the written/ oral submission of the Director or employee, the Managing Director or the Chairperson of the Audit Committee shall communicate the decision to the said Director or employee, which shall be recorded in a separate Minutes Book to be maintained by the Company Secretary.
  9. The Company shall not deny any Director or employee access to the Managing Director or the Chairperson of the Audit Committee and shall provide protection to such Director or employee from unfair termination and other unfair or prejudicial employment practices.

This document forms the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code”) adopted by Valecha Engineering Limited (VEL). This Code is consistent with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as “Regulations”). This Code shall come into effect from 1st April 2019.

The Principles of Fair Disclosure adopted by VEL are as follows:

  1. To promptly make public disclosure of unpublished price sensitive information that would impact price discovery. Such disclosures are made no sooner than credible and concrete information comes into being in order to make such information generally available.

  2. To disseminate unpublished price sensitive information, as and when disclosed, in a universal and uniform manner, through forums like widely circulated media and / or through stock exchanges where its equity shares are listed. Selective disclosure of unpublished price sensitive information is to be avoided. As an exception to the general rule, the unpublished price sensitive information can be shared by an Insider for “legitimate purposes”, as determined in accordance with the provisions of Annexure A hereto.

  3. VEL’s Company Secretary has been designated as Chief Investor Relations Officer and shall deal with dissemination of information and disclosure of unpublished price sensitive information.

  4. To promptly disseminate unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise if at all, to make such information generally available.

  5. To provide appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.

  6. To ensure that information shared with analysts and research personnel is not unpublished price sensitive information.

  7. To publish proceedings of meetings with analysts and of other investor relations conferences hosted or organised by VEL on its official website www.valecha.in to ensure official confirmation and documentation of disclosures made therein.

  8. To handle all unpublished price sensitive information on a need-to-know basis only, i.e. in furtherance of performance of duties or discharge of legal obligations or for other legitimate purposes.

ANNEXURE A

POLICY FOR DETERMINATION OF LEGITIMATE PURPOSES

The Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations 2018 notified on December 31, 2018 vide which the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (collectively referred to as the “Regulations”) has been amended, require every listed Company, inter alia, to formulate a policy for determination of “legitimate purposes”. Accordingly, the Board of Directors of VEL Limited (“the Company”) have formulated and adopted the following for determination of “legitimate purposes” for the purpose of this policy.

  1. For the purpose of this policy, “UPSI” means any information, relating to the Company or its securities, directly or indirectly, that is not generally available which upon becoming available, is likely to materially affect the price of the Company’s securities and shall, ordinarily include but not restricted to, information relating to the following: (i) financial results; (ii) dividends; (iii) change in capital structure; (iv) mergers, de- mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; (v) changes in key managerial personnel.

  2. Legitimate Purposes:
    • For the purposes of this policy, "legitimate purposes" shall include sharing of UPSI, by an Insider, in the ordinary course of business, with any person, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.
    • Without prejudice to the provisions of sub-para (a) above, “legitimate purposes” for which UPSI can be shared by an Insider, shall include the following:

    • Sharing the relevant UPSI with any person, for advice, consultation, valuation, fund raising or other intermediation and approvals, in relation to the subject matter of a proposed deal/assignment/tie- up/venture/investment/fund raising, resulting into UPSI itself or otherwise;

    • Sharing the relevant UPSI with merchant bankers, advisors, lawyers, bankers, consultants, valuers, auditors, insolvency professionals in order to avail professional services from them in relation to the subject matter of UPSI.

    • Sharing the relevant UPSI with business partners and other counter parties, which is essential and necessary to fulfill the terms and conditions of the relevant business arrangement with such partner, counter party, which may include, a client, vendor, collaborator or a lender or financier.

    • Sharing the relevant UPSI for advice, consultation and approvals in the process of evaluation of new products, business opportunities and new lines of business.

    • The relevant UPSI for statutory consolidation requirements or disclosure obligations.

    • Sharing the relevant UPSI for performance monitoring and oversight duties of relevant decision-makers.

    • Sharing the relevant UPSI with persons engaged or involved in the processes leading to disclosure of events set out in Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

    • Sharing the relevant UPSI, in case necessary for performance of duties or discharge of legal obligations.

  3. Process:

    The aforesaid purpose shall include sharing UPSI with individuals, entities, off-roll associates, employees or representatives of the contracting party assigned for the purpose and through any means or media, including emails, uploading on portals or access to Company’s premises, personnel or systems.
    Information shall be shared with notice to the recipient to maintain confidentiality of the UPSI in compliance of this policy and the Regulations.
    The Board of Directors shall ensure that a structured digital database is maintained containing the names of such persons or entities, as the case may be, with whom UPSI is shared under this Policy in the form and manner specified under the Regulations, which shall be updated regularly by insiders or teams responsible for sharing UPSI for legitimate purposes.

  4. Policy Review:

    This policy is framed pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
    In case of any subsequent changes in the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, or any other regulations which makes any of the provisions in the policy inconsistent with the Regulations, then the provisions of the Regulations would prevail over the policy and the provisions in the policy would be modified in due course to make it consistent with law.
    Any changes or modification on the policy require approval of the Board of Directors.

This Code of Conduct (the “Code”) shall be effective from 1st April 2016.

This Code of Conduct (hereinafter referred to as the “Code”) of Valecha Engineering Limited (VEL)  (the “Company”) is applicable to all its Independent Directors (hereinafter referred to as “IDs” – as per Annexure -A).
Independent Directors means an Independent Director as defined under Companies Act, 2013 and SEBI LODR Regulations 2015. It is intended to serve as guiding principles for the IDs. The IDs shall affirm compliance with this code on an annual basis as at the end of each financial year.

Within the bounds of fiduciary authority conferred upon them, IDs are expected to make and enact informed decisions and policies in the best interests of the Company and its stakeholders, and in doing so, are encouraged to raise questions about particular circumstances that may involve one or more of the provisions of this Code, or any other issue of ethical risk, to the attention of the Company Compliance Officer.

In performing their Board and the Board /Committee functions, the IDs shall adhere to certain principles and duties of Directors as specified in the Companies Act, 2013 as enumerated below :

  1. TERM
  2. APPLICABILITY
  3. OBJECTIVE
  4. THE CODE
    • The IDs shall endeavour to attend and actively participate in the meetings of the Board and of the Board Committee(s) of which they are members.
    • The IDs shall not participate in the discussion of any subject matter in which any conflict of interest exists or arises, whether pecuniary or otherwise, and such cases the same shall be disclosed and recorded in the minutes of the meeting.
    • The IDs shall endeavour that the Company abides by all the provisions of the relevant legislations as applicable to it from time to time.
    • The IDs shall act in good faith, with due care, and with competence and diligence, to not misrepresent material facts or allow their independent judgement to be subordinated.
    • The IDs shall submit the necessary disclosures of interest / statement of holdings / dealings in securities as required under the law.
    • Unless otherwise required by law, the IDs shall maintain confidentiality and shall not divulge / disclose any information obtained in the discharge of their duties and that no such information shall be used by them for their personal gains.
    • The IDs shall maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in the discharge of their duties in order to inspire stakeholders confidence. The IDs shall perform their duties in an independent and objective manner and avoid activities that may impair, or may appear to impair their independence or objectivity.
    • The IDs shall not associate with the Company’s competitor in a manner prejudicial to the interest of the Company.
    • The IDs shall protect the Company’s interest and shall not utilise their position to the detriment of the Company’s interest.
    • The IDs shall not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or misrepresentation or any other act prejudicial to the Company.
    • The IDs shall perform the duties of Directors as specified under Section 166 of the Companies Act, 2013. The duties of Directors are as under :
      1. Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.
      2. A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
      3. A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
      4. A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company. - 3 -
      5. A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
      6. A director of a company shall not assign his office and any assignment so made shall be void.
      7. If a director of the company contravenes the provisions of this section such director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

COMPLIANCE OFFICER :

For the purpose of the Code, the Company has appointed the Company Secretary as the Compliance Officer, who shall be available to the IDs to answer their queries and help them comply with the Code.

PERIODIC REVIEW :

The Code shall be reviewed as and when deemed fit by the Board and necessary amendments may be made thereto. Any such amendment shall be notified to all IDs by the Compliance Officer.

This Familiarization Program (‘’ the Program”) for Independent Directors of Valecha Engineering Limited (“the Company”) pursuant to Clause 49 of the Listing Agreement.

Purpose

The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

Familiarization Process

2.1. The Company shall through its Chairman & Managing Director / Executive Director conduct programs / presentations periodically to familiarize the Independent Directors Company’s business model, the nature of the industry in which the Company operates etc.
2.2. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company’s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time;
2.3. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities;
2.4. The Company may circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time; and
2.5. The Company may conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company.

Disclosure of the Policy

3.1. This Policy shall be uploaded on the Company’s website for public information and a web link for the same shall also be provided in the Annual Report of the Company.

Review of the Program

4.1. The Board will review this Program and make revisions as may be required.

Remuneration Policy

This policy (“Policy”) of Valecha Engineering Limited (“Company”) has been prepared and adopted in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) read with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and Companies Act, 2013 (“Act”) read with the Companies (Amendment) Act, 2017 along with circulars issued thereunder, including any statutory modifications or re-enactments thereof for the time being in force.

Section 178 (3) of the Act and Part D of Schedule II of SEBI LODR requires the Nomination and Remuneration Committee to formulate the criteria for determining qualifications, positive attributes and independence of a director, recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees, criteria for evaluation of performance, board diversity etc.

The Nomination and remuneration Committee (“Committee”) shall meet at least once in a year and among other functions shall also review the Policy periodically and may amend the same from time to time, as deemed necessary.

The present composition of the “Nomination and Remuneration Committee” of the Company is as below:-

Name Designation Category Date of Appointment
Mrs. Lalna B. Takekar Member Director 28.03.2019
Mr. Tejas Deshpande Chairman Director 14.11.2019
Mr. S. N. Kavi Member Director 14.11.2019

Non-Executive Directors of a Company’s Board of Directors add substantial value to the Company through their contribution to the Management of the Company. In addition they also play an appropriate control role.

1.Remuneration Policy for Executive Directors

The remuneration paid to the Executive Directors of the Company is approved by the Board of Directors on the recommendations of the Nomination and Remuneration Committee.

Remuneration of the Executive Chairman, Managing Director and Executive Directors consist of a fixed component and commission based on the net profits of each financial year. The commission amount is linked to the Net profit of each year. The increase in fixed salary is recommended by the Nomination and Remuneration Committee based on the general industry practice and the increase Given to other managers in the Company.

2. Remuneration Policy for Non-Executive Directors

3. Remuneration Policy for Senior Managers including Key Managerial Personnel

The Company while deciding the remuneration package of the senior management members takes into consideration the employment scenario and remuneration package of the managerial talent of other comparable industries.

The remuneration to Senior Management employees comprises of two broad terms Fixed Remuneration and Variable remuneration in the form of performance incentive.

Remuneration of Senior Management members and other employees in the management cadre largely consists of basic remuneration, perquisites, allowances and performance incentives. The components of remuneration vary for different employee grades and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled his/her individual performance, etc. The annual variable pay of senior managers is linked to the Company’s performance, the performance of the respective divisions/functions they are attached to and their individual performance for the relevant year is measured against specific major performance areas which are closely aligned to the Company’s objectives.

The performance incentive is based on internally developed detailed performance related matrix which is verified by the HR department.

Annual increase in fixed remuneration is reviewed and then approved by the Nomination and Remuneration Committee.

Date_______
Name__________

Dear Sir,

Sub: Letter of Appointment

Our Company is grateful to you for giving your kind consent for appointment as an Independent Director of our Company. We are sure that the Company would be enriched with your valuable guidance and suggestions in the course of your continued association with us as an Independent Director. We look forward to your participation in the affairs of the Company and advice for the growth and development of the Company and all its stakeholders. As required under the Companies Act, 2013, we are issuing Letter of appointment to you covering the terms of your appointment. Kindly confirm your agreement to the above by signing and returning the enclosed duplicate of this letter.

1. Your appointment and tenure as Independent Director shall be consistent with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. As per the declaration provided by you, it is noted that you meet the criteria of being appointed as an Independent Director of the Company in terms of the provisions of Section 149 of the Companies Act, 2013 and Rules notified thereunder from time to time. You shall on a yearly basis declare to the Company that you continue to meet these eligibility criteria. In case of happening of any event, if you cease to meet the eligibility criteria for Independent Director, you shall promptly inform the Company of the same and shall cease to become an Independent Director of the Company. Continuation of your appointment is also contingent on satisfactory performance and any relevant statutory provisions relating to the removal of a Director/ vacation of office/ disqualification of director.

2. You will devote sufficient time to the affairs of the Company while functioning as Independent Director as would be required to help the Company to achieve objectives.

3. As per the legal provisions, you will discharge your duties as per the provisions of Companies Act, 2013, read with Rules made thereunder, Code of Conduct of Independent Directors as per Schedule IV of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Articles of Association of the Company and other Statutes as may be applicable from time to time.

4. The Company will maintain a Directors and Officers (D and O) Liability Insurance Policy to pay for the personal liability of the Directors for claims made against them while serving on the Board of the Company.

5. The Company has adopted Code of Conduct of the Company for its Directors and Senior Management Personnel which is applicable to Independent Directors also, a copy of which is enclosed. The Code for Independent Directors as per Schedule IV of the Companies Act, 2013 is also enclosed and Independent Directors are expected to abide by the same

6. As an Independent Director, you will be expected not to:
(a) involve in a situation in which you may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company;
(b) achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners, or associates and if you are found guilty of making any undue gain, you will be liable to pay an amount equal to that gain to the Company; and
(c) assign your office and any assignment so made shall be void.

7. Remuneration will be paid by way of fee and reimbursement of expenses for participation in the Board and other meetings and commission and/or such other payments as may be decided by the Board from time to time. Such payments shall be subject to the provisions of Companies Act, 2013 and any amendments/subsequent legislation applicable to such appointments / re- appointment /extension of term of appointment.

8. As per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your performance as an Independent Director will be evaluated/ reviewed by the Board on an annual basis.

9. Your attention is drawn to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 in respect of disclosure of price-sensitive information. Consequently, you are hereby informed not make any statements and/or enter into transactions that might risk a breach of these Regulations in any manner, whatsoever.

Thanking you,

For Valecha Engineering Limited

 

 

 

Vijaykumar Modi

Company Secretary and Legal