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Valiant Communications Ltd.

BSE: 526775 Sector: Telecom
NSE: N.A. ISIN Code: INE760B01019
BSE 00:00 | 24 Apr Valiant Communications Ltd
NSE 05:30 | 01 Jan Valiant Communications Ltd
OPEN 17.55
PREVIOUS CLOSE 18.90
VOLUME 202
52-Week high 31.55
52-Week low 14.20
P/E
Mkt Cap.(Rs cr) 12
Buy Price 16.25
Buy Qty 50.00
Sell Price 17.00
Sell Qty 30.00
OPEN 17.55
CLOSE 18.90
VOLUME 202
52-Week high 31.55
52-Week low 14.20
P/E
Mkt Cap.(Rs cr) 12
Buy Price 16.25
Buy Qty 50.00
Sell Price 17.00
Sell Qty 30.00

Valiant Communications Ltd. (VALIANTCOMMUN) - Director Report


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Company director report

To the Members

The Directors present their 2633 Annual Report on the business and operations of theCompany and the audited statement of accounts for the year ended 31 March 2019.

Financial Results

(In ? )

Particulars 2018 -2019 2017-2018
Sales & Other Income 187731757 232465257
Profit before depreciation 21738047 36845511
exceptional item and taxation
Less : Depreciation 17399394 16454463
Taxes 1443734 5600565
Net Profit after tax 2894919 14790483
Other comprehensive income (net) (1446802) (91824)
Total comprehensive income 1448117 14698659

Corporate Highlights

During the year under review the total income is Rs 1877 lakh (previous year: Rs2325 lakh). The profit before depreciation and taxation is Rs 217 lakh (previous year: Rs368 lakh) and the net profit is Rs29 lakh (previous year: Rs 148 lakh).

Operations and State of Affairs

The operation and state-of-affairs have been adequately explained in ManagementDiscussion and Analysis segment and form part of this report.

Subsidiaries and their Performance

To explore the emerging opportunities in communications business and infrastructuredevelopment the Company has established direct subsidiaries viz. Valiant Communications(UK) Limited United Kingdom and Valiant Infrastructure Limited India as part of itsfuture growth strategy. Whereas Valcomm Technologies Inc. USA is its step-downsubsidiary of the Company. The statement containing the salient features of the financialstatements of the aforesaid subsidiaries is annexed herewith as Annexure-1.

The Company has adopted a policy for determining Material Subsidiaries in terms ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations"). The Policy as approved by theBoard is uploaded on the Company's website at the web link:https://www.valiantcom.com/corporate/cp/material-subsidiary-policy.pdf

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements. There were no transactions during the year which would require to bereported in Form AOC -2.

Consolidated Financial Statements

As required under Section 129 of the Companies Act 2013 ("the Act") and theListing Regulations the audited Consolidated Financial Statements of the Company and itssubsidiaries prepared in accordance with the Companies (Indian Accounting Standards)Rules 2015 ("Ind AS") form part of the Annual Report and are reflected in theConsolidated Financial Statements.

The annual accounts of the subsidiaries and related detailed information will be keptat the Registered Office of the Company as also at the registered offices of therespective subsidiary companies and will be available to investors seeking information atany time. They are also available on the website of the Company.

Share Capital

The paid-up Equity Share Capital as on 31 March 2019 was Rs 722 lakh. During the yearunder review the Company has not issued any shares. The Company has not issued shareswith differential voting rights. It has neither issued employee stock options nor sweatequity shares and does not have any scheme to fund its employees to purchase the shares ofthe Company. The shareholding of directors has been provided in report of CorporateGovernance and form part of this report.

Transfer to eservesR

The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.

Dividend

In view of current and expected foreseeable growth opportunities the Board intends toretain the financial resources of the Company and therefore finds it prudent not topropose any dividend for the year under reporting.

Dematerialisation of Equity Shares

As on 31 March 2019 97.75% (previous year: 97 05 . %) of the outstanding equity sharesof the Company have been dematerialized.

Deposits

During the year under review your Company has not taken any public deposits.

Particulars of Loans Guarantee and Investments

During the year under review your Company has not given any loans guarantees or madeinvestments under Section 186 of the Act 2013.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related Party Transactions made by the Company during the year that would haverequired Shareholders' approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.

During the year under review your Company has not entered in any kind of transactionreferred in Clause 2 and 2A Part A of Schedule V of Listing Regulations.

The Company has adopted a Related Party Transactions Policy. The policy as approved bythe Board is uploaded on the Company's website at the web link: https://www.valiantcom.com/corporate/cp/materiality-related-party.pdf

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and the Listing Regulations. It establishes various levels of accountability andoverview within the Company while vesting identified managers with responsibility foreach significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Boardof Directors about risk assessment and management procedures and status.

The risk management process consists of risk identification and assessment; riskmeasurement mitigation and monitoring; and risk reporting.

Board of Directors

Appointment of Directors and Key Managerial Personnel

The Members of the Company at the 21st Annual General Meeting (AGM) held on 26September 2014 had appointed Mr. Gaurav Kaura Mr. Avinash Verma Mr. Sumit Mehta and Ms.Neepa Chatterjee as Independent Directors of the Company for the first term to hold officeupto 25 September 2019.

As per the provisions of Section 149 of the Act an Independent Director shall holdoffice for a term up to five consecutive years on the Board of a Company and shall beeligible for reappointment on passing of a special resolution by the Company for anotherterm of upto five consecutive years.

The Nomination and Remuneration Committee (NRC) of the Company has in its meeting heldon 16 May 2019 recommended to the Board for the re-appointment of Mr. Gaurav Kaura Mr.Avinash Verma Mr. Sumit Mehta and Ms. Neepa Chatterjee as Independent Directors for afurther term of five (5) consecutive years from 25 September 2019 to 24 September 2024. Incompliance with the provisions of Section 149 read with Schedule IV of the Act there-appointment of Mr. Gaurav Kaura Mr. Avinash Verma Mr. Sumit Mehta and Ms. NeepaChatterjee as Independent Directors for a further term of five years is being placedbefore the Members in the forthcoming AGM for their approval. As per the provisions ofSection 149 of the Act they will not be liable to retire by rotation.

The Company has also received a notice in writing under the provisions of Section 160of the Companies Act 2013 proposing the candidature of above referred IndependentDirectors.

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and the provisions of theListing Regulations. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules made there under and are independent ofthe management.

The tenure of Mr. Inder Mohan Sood Managing Director and of Mr. Davinder Mohan SoodExecutive Whole-time Director will expire on 16 August 2019 and 30 November 2019respectively.

Considering their long association with the Company the valuable services rendered andefforts made by them for improving the operations of the Company and nature of expertisethey have in their respective fields the Nomination and Remuneration Committee hasrecommended their reappointment to the Board of Directors.

The Board of Directors in their meeting held on 16 May 2019 subject to the approval ofthe members in the forthcoming AGM; and the provisions of the Articles of Association ofthe Company have re-appointed Mr. Inder Mohan Sood as Managing Director and Mr. DavinderMohan Sood as Executive Whole-time Director of the Company on existing terms andconditions for a further period of three years from the date on which their respectivetenures will be expired.

However they both shall be liable to retire by rotation in accordance with theprovisions of Section 152 of Companies Act 2013.

Apart from above disclosure there has not been any instance of appointment orresignation of Directors and Key Managerial Personnel during the year under reporting.

Policy on Appointment and Remuneration of Directors

The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations.

In accordance with the Nomination and Remuneration Policy adopted by the Company theNomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company.

The Committee is responsible for reviewing and vetting the profile of potentialcandidates vis-a-vis the required competencies and meeting potential candidates prior tomaking recommendations of their nomination to the Board in accordance with the Nominationand Remuneration Policy of the Company. The Nomination and Remuneration Committee hasformulated the criteria for determining requisite qualifications positive attributes suchas high standards of ethical behavior strong interpersonal and communication skills andsoundness of judgment and independence of Directors in terms of provisions of Section 178of the Act and the Listing Regulations.

The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has inter-alia considered the followingfactors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and (iii) Remuneration to Directors Key Managerial Personnel andSenior Management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company.

The Policy as approved by the Board is uploaded on the Company's website at the weblink: https://www.valiantcom. com/corporate/cp/nomination-remuneration-policy.pdf

Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors Pursuant to the applicable provisions of the Act and the Listing Regulationsthe Board has carried out an Annual Evaluation of its own performance performance of theDirectors and the working of its Committees based on the evaluation criteria defined byNomination and Remuneration Committee (NRC) for performance evaluation process of theBoard its Committees and of Directors.

The Board's functioning was evaluated on various aspects including inter-alia theStructure of the Board Meetings of the Board Functions of the Board Degree offulfilment of key responsibilities E stablishment and delineation o f responsibilitiesto various Committees Effectiveness of Board Processes information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. TheDirectors were evaluated on aspects such as attendance contribution at Board/CommitteeMeetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated in a separate meeting of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board.

Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.

Board and Committee Meetings

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the prescribed period.

Directors' Responsibility Statement

In terms of Section 134 (3) (c) of the Act your directors to the best of theirknowledge and belief and according to the information and explanations obtained by them inthe normal course of their work state that in all material respects: a) In thepreparation of the annual financial statements for the year under reporting theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; b) Appropriate accounting policies have been selectedapplied consistently and judgment and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company as atreporting date and of the profit of the company for the year ended on that date; c) Properand sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) The annual financialstatements have been prepared on a going concern basis; e) Proper internal financialcontrols were in place and the financial controls were adequate and operating effectively;and f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

Corporate Governance Report and Management Discussion & Analysis Report As per theprovisions of Listing Regulations Corporate Governance Report with auditors' certificatethereon and Management Discussion and Analysis are attached and form part of this report.

Vigil Mechanism / Whistle Blower Policy

The company has a vigil mechanism named 'Whistle Blower Policy' to deal with instancesof fraud and mismanagement if any. The details of the said policy is posted on thewebsite of the company at: https://www.valiantcom.com/corporate/misc/notice/vigil-mechanism.pdf

Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under section 143(12)of the Act and the rules made thereunder.

Secretarial Standards

The Company is in compliance with the Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI).

Anti-Sexual Harassment Policy

The Company has complied with the provisions of relating to the constitution ofInternal Compliant Committee under the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. The Company has not received anycomplaint of sexual harassment during the financial year under reporting.

Code of Conduct

All Board of Directors and senior management personnel have affirmed their respectiveannual compliance with the provisions of the Code of Conduct for the year 2018-19 laiddown by the Board to govern the conduct of Directors and senior management of the Companyby certain fundamental business principles ethics values policies and procedures withinthe applicable laws rules and regulations.

Code for Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015 the Company hasadopted a Code for Prevention of Insider Trading. The objective of the code is to restrictan insider from dealing in the shares of the company either directly or indirectly when inpossession of unpublished price sensitive information and also to restrict communicationof such information. The code is applicable to directors and designated employees/ personsassociated with the company. The code enumerates the procedure to be followed for dealingin the shares of the company and periodic disclosures to be made. It also restricts theinsiders from dealing in the company's shares during the period when the 'Trading Window'is announced closed. The company secretary has been designated as the Compliance Officer.

The details of the said code are posted on the website of the company athttps://www.valiantcom.com/corporate/cp/codes-insider-trading.htm

Internal Controls Systems and Adequacy

The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of Financial Statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.

Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Directors' Report.

Auditors and Audit

i) Statutory Auditors

The Members at the 24th AGM of the Company held on 29 September 2017 had appointedM/s. Pawan Nanak Bansal & Co. Chartered Accountants (ICAI Firm Registration no.

008953C) as the Statutory Auditor of the Company to hold office for a term of fiveyears i.e. from the conclusion of the said Annual General Meeting until the conclusion of29th AGM of the Company subject to ratification of their appointment by theshareholders every year. The Ministry of Corporate Affairs vide its Notification dated 7May 2018 has dispensed with the requirement of ratification of Auditor's appointment bythe shareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting.

The Company has received a certificate from M/s. Pawan Nanak Bansal & Co.confirming that they are not disqualified from continuing as Statutory Auditors of theCompany.

ii) Secretarial Audit

In accordance with the provisions of Section 204 of the Act and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hadappointed Bhalla & Associates Company Secretaries Delhi to undertake theSecretarial Audit of the company. The Secretarial Audit report is annexed herewith asAnnexure-2.

The Auditors' Report and the Secretarial Audit Report for the financial year ended 31March 2019 do not contain any qualification reservation adverse remark or disclaimer.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT-9 isannexed herewith as Annexure-3. The same can also be accessed on the Company’swebsite at https://www. valiantcom.com/corporate/annual_reports/annual_reports.ht m

Corporate Social Responsibility

The provisions of the Act relating to Corporate Social Responsibility are notapplicable. Nevertheless the Company shall continue its endeavor to fulfill itsresponsibility towards society.

Cost records

The provisions of the Act relating to maintenance of cost records are not applicable.

Material changes and commitment

There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.

Significant and Material Orders passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

Personnel

The information required under Section 197 (12) of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 with anyamendments thereto is annexed as Annexure-4.

In terms of the first proviso to Section 136 of the Act the Reports and Accounts arebeing sent to the shareholders excluding the information required under Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Anyshareholder interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company. The said information is available for inspection by theMembers at the Registered Office of the Company on any working day of the Company.

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 with any amendments thereto is annexed as Annexure-5.

Acknowledgments

The Directors sincerely acknowledge the trust and confidence that has been placed bythe employees shareholders and investors in the Company. The Directors are thankful toall the employees and the officers of the Company for their dedication support andco-operation.

On behalf of the Board of Directors
For Valiant Communications Limited
Place: New Delhi Inder Mohan Sood
Date: 20116 May 9 Chairman and Managing Director

Annexure - 1

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 of Companies Act 2013read with rule 5 of Companies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/ joint ventures

Part "A": Subsidiaries

(In ? )

Serial Number 1 2 3
Valiant Communications Valcomm Technologies

Valiant Infrastructure

Name of the subsidiary (UK) Ltd. Inc. United States of Ltd. India
United Kingdom America
Financial year ended on Financial year ended on

Financial year ended on

Reporting period for the subsidiary if different 31 March 2019 (identical 31 March 2019 (identical

31 March 2019 (identical

from the holding company's reporting period with the holding company's with the holding company's

with the holding company's

reporting period reporting period

reporting period

Currency GBP USD Rupee
Exchange Rate to Rs as on the last date of the
90.476 69.171 1.000
relevant financial year i.e. the reporting date
225000 Ordinary Shares 13250000 Capital Stock

321882 Equity Shares

Share Capital
amounting to Rs20357010 amounting to Rs 9165197 amounting to Rs3218820
Reserves 3597416 2615920 319898
Total Assets 24177992 11988620 4194369
Total Liabilities 223476 207514 655651
Investments 8093531 - -
Turnover 14701661 1685290 1496000
Profit/ (Loss) before taxation 616845 743583 117169
Provision for taxation - - 22543
Profit/ (Loss) after taxation 616845 743583 94626
Proposed Dividend Nil Nil Nil
% of shareholding 100% 100% 88.94%

Name of subsidiaries which are yet to commence operations: None

Name of subsidiaries which have been liquidated or sold during the years: None

Part "B" Associates and Joint Ventures: Not applicable

As per our report of even date
For and on behalf of For and on behalf of the Board
Pawan Nanak Bansal & Co.
Chartered Accountants Inder Mohan Sood Davinder Mohan Sood Manish Kumar
Firm Registration No.: 008953C Managing Director & CEO Executive Director & CFO Company Secretary
Alok Jain DIN: 00001758 DIN: 00001756 Membership No.: A16483
Partner
Membership No.: 510960 New Delhi 16 9May 201