Policy on Material Subsidiaries

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