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Valiant Communications Ltd.

BSE: 526775 Sector: Telecom
NSE: N.A. ISIN Code: INE760B01019
BSE 00:00 | 21 Jan 66.00 2.30
(3.61%)
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65.90

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66.85

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NSE 05:30 | 01 Jan Valiant Communications Ltd
OPEN 65.90
PREVIOUS CLOSE 63.70
VOLUME 54212
52-Week high 119.00
52-Week low 43.35
P/E
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 65.90
CLOSE 63.70
VOLUME 54212
52-Week high 119.00
52-Week low 43.35
P/E
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Valiant Communications Ltd. (VALIANTCOMMUN) - Director Report

Company director report

Tothe Members

The Directors present their 28th Annual Report on the business andoperations of the Company and the audited statement of accounts for the year ended 31March 2021.

Financial Results

(In Rs. thousands)

Particulars

Standalone

Consolidated

2020-2021 2019-2020 2020-2021 2019-2020
Sales & Other Income 188819 181557 242219 204390
Profit before depreciation exceptional items and taxation 27341 15935 39077 17848
Less:
Depreciation 18039 18654 18039 18654
Taxes 2179 (735) 5002 (838)
Net profit/loss after tax 7123 (1984) 16036 32
Other comprehensive income (net) 1787 (1645) 8043 949
Total comprehensive income 8910 (3629) 24079 981

Corporate Highlights

During the year under review the total income is Rs.188819 thousand (previous year:Rs.181557 thousand). The profit before depreciation and taxation is Rs.27341 thousand(previous year: Rs.15935 thousand) and the net profit is Rs.7123 thousand (previousyear:loss of Rs.1984thousand).

At consolidated level the total income is Rs.242219 thousand (previous year:Rs.204390 thousand). The profit before depreciation and taxation is Rs.39077 thousand(previous year: Rs.17848 thousand) and the net profit is Rs.16036 thousand(previousyear:' 32 thousand).

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.

COVID-19and its impact

Towards the end of the previous financial year the World Health Organisation (WHO)declared COVID-19 a pandemic and the outbreak which infected millions has resulted indeaths of a significant number of people globally. COVID-19 is seen having anunprecedented impact on people and economies worldwide. During the 1st quarter of theyear your Company had to temporarily suspend its operations as per the directives of theGovernment keeping in mind the paramount need of safety of the employees.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focused on controlling the fixed costsmaintaining liquidity and closely monitoring the supply chain to ensure that themanufacturing facilities operate smoothly.

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-down subsidiary of the Company. The statementcontaining the salient features of the financial statements of the aforesaid subsidiariesis annexed herewith as Annexure-1.

Valcomm USA has now been an approved vendor with Hargray Communications Group andAnixter (a Fortune 500 company). Valcomm USA made pilot project supplies of communicationsand synchronization equipment in the US to Power Utilities Energy Cooperatives Shale Oil& Gas Hydro companies regional Cable TV Broadband Internet Service Providers andGovernment organizations.

Whereas Valiant UK has also been approved now as registered vendor with Siemens forLithuania and Latvia.

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

There were no transactions during the year which would require to be reported in FormAOC-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 2021 was Rs.72235 thousand. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.

Transfer to Reserves

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 2021 97.85% (previous year: 97.83%) of the outstanding equity shares ofthe Company have been dematerialized.

Deposits

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

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 PartyTransactions

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 underthe 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 weblink: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 foreachsignificant 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 26th Annual General Meeting (AGM) held on25 September 2019 had appointed Mr. Gaurav Kaura Mr. Avinash Verma Mr. Sumit Mehta andMs. Neepa Chatterjee as Independent Directors of the Company for the second term to holdoffice up to 24 September 2024.

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

The Board is ofthe opinion that the Independent Directors ofthe Company possessrequisite qualifications experience and expertise in the fields of commerce lawsstrategy auditing tax and risk advisory services financial services corporategovernance etc. and that they hold highest standards of integrity.

The Independent Directors ofthe Company have confirmed that they have enrolledthemselves in the Independent Directors' Databank maintained with the Indian Institute ofCorporate Affairs ('IICA') in terms of Section 150 ofthe Act read with Rule 6 of theCompanies (Appointment & Qualification of Directors) Rules 2014 as amended. They areexempt from the requirement to undertake the online proficiency self-assessment testconducted by IICA.

Pursuant to the recommendation of the Nomination and Remuneration Committee (NRC) oftheCompany the Board at its meeting held on 10 November 2020 has appointed Mr. Gaurav MohanSood as an Additional Director. He will hold office up to the date of this Annual GeneralMeeting and is eligible for appointment as Director ofthe Company. A Resolution in thisbehalf is set out in the Notice of Annual General Meeting for Members'approval.

In accordance with the provisions of Section 152 of the Act Mr. Inder Mohan SoodManaging Director of the Company retire by rotation and being eligible offers himselffor re-appointment.

Apart from above disclosure there has not been any instance of appointment orresignation of Directors and Key Managerial Personnel (KMP) during the year underreporting.

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 thefollowing factors 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 and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance 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 Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and of Directors.

The Board's functioning was evaluated on various aspects including inter-aliathe Structure of the Board Meetings of the Board Functions of the Board Degree offulfilment of key responsibilities Establishment and delineation of responsibilities tovarious 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' ResponsibilityStatement

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 statethat in all material respects:

a) In the preparation of the annual financial statements for the year under reportingthe applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) Appropriate accounting policies have been selected applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company as at reporting date and of theprofit of the company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and otherirregularities;

d) The annual financial statements have been prepared on a goingconcern basis;

e) Proper internal financial controls were in place and the financial controls wereadequate 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 the provisions of Listing Regulations Corporate Governance Report withauditors' certificate thereon and Management Discussion and Analysis are attached and formpart 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/cp/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) ofthe Act and the rules made thereunder.

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 ofConduct

All Board of Directors and senior management personnel have affirmed their respectiveannual compliance with the provisions of the Code of Conduct for the year 2020-21 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 rulesand regulations.

Secretarial Standards

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

Code for Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015 as amendedthe Company has adopted a Code for Prevention of Insider Trading. The objective of thecode is to restrict an insider from dealing in the shares of the company either directlyor indirectly when in possession of unpublished price sensitive information and also torestrict communication of such information. The code is applicable to directors anddesignated employees/ persons associated with the company. The code enumerates theprocedure to be followed for dealing in the shares of the company and periodic disclosuresto be made. It also restricts the insiders from dealing in the company's shares during theperiod when the 'Trading Window' is announced closed. The company secretary has beendesignated 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 hadappointed M/s. Pawan Nanak Bansal & Co. Chartered Accountants (ICAI FirmRegistration no. 008953C) as the Statutory Auditors of the Company to hold office for aterm of five years i.e. from the conclusion of the said AGM until the conclusion of 29thAGM of the Company.

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 Rule 9 of 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 2021 do not contain any qualification reservation adverse remark or disclaimer.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31 March 2021 is available on the Company's website athttps://valiantcom.com/corporate/ extract-annual-return/extract-annual-return.html

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-3.

In terms of Section 136 of the Act the Reports and Accounts are being sent to theshareholders excluding the information required under Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Any shareholderinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company. The said information is available for inspection by the Members atthe 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-4.

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
Inder Mohan Sood
Chairman and Managing Director
Place: New Delhi
Date: 04 June 2021

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