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").
The Directors and Senior Management must act within the bounds of the authority conferred upon them in order to:
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.
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.
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 –
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
(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.
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:
In determining whether to approve a Related Party Transaction, the Audit Committee shall consider (among other aspects it deems relevant), such as-
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.
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.
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.
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.
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:
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.
The Board of Directors of Valecha Engineering Limited (VEL) has adopted this Policy
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
“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.
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
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.
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:
In this policy unless the context otherwise requires -
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.
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.
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.
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.
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:
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.
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.
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.
To promptly disseminate unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise if at all, to make such information generally available.
To provide appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
To ensure that information shared with analysts and research personnel is not unpublished price sensitive information.
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.
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.
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.
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.
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.
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.
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 :
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.
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.
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.
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.
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.
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.
For Valecha Engineering Limited
Company Secretary and Legal