The Directors present their 25th Annual Report on the business andoperations of the Company and the audited statement of accountsfortheYear ended 31 March2018.
(In Rs. )
|Particulars ||2017-2018 ||2016-2017 |
|Sales & Other Income ||232455257 ||188487320 |
|Profit before depreciation exceptional item and taxation ||35845511 ||25599388 |
|Less: Depreciation ||15454453 ||17182381 |
|Taxes ||5500555 ||2239454 |
|Net Profit after tax ||14790483 ||5177543 |
|Other comprehensive income (net) ||(91824) ||(53800) |
|Total comprehensive income ||14598559 ||5123743 |
During the year under review the total income is f 2325 lakh (previous year: f 1885lakh). The profit before depreciation and taxation is f 358 lakh (previous year: f 255lakh) and the net profit is f 148 lakh (previousyear: f 52 lakh).
Indian Accounting Standard
Pursuant to the notification dated 16 February 2015 issued by Ministry of CorporateAffairs (MCA) the Indian Accounting Standards (Ind AS) are applicable on the Company from01 April 2017 with a transition date of 01 April 2015. Ind AS has replaced the previousIndian GAAP prescribed under Section 133 of the Companies Act 2013 ("the Act")read with Rule 7 of the Companies (Accounts) Rules 2014.
Up to the year ended 31 March 2017 the Company prepared its Financial Statements inaccordance with previous GAAP. These are the Company's first Ind AS Financial Statements.
The reconciliations and descriptions of the effect of the transition from previous GAAPto Ind AS have been set out in Note 4 in the notes to accounts in the standalone financialstatements and in Note 4 in the notes to accounts in the consolidated financialstatements.
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 world telecom market 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 feature of 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/misc/notice/policy- material.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 Standard)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.
The paid-up Equity Share Capital as on 31 March 2018 was f 722 lac. 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 Reserves
The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.
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 2018 97.05% (previous year: 96.19%) of the outstanding equity shares ofthe Company have been dematerialized.
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.
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 Shareholder 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 PartyTransactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.
The Company has adopted a Related PartyTransactions Policy. The policy as approved bythe Board is uploaded on the Company's website at the web link: https://www.valiantcom .com/corporate/misc/notice/rtp_policy.pdf
Details of the transactions with Related Parties are provided intheaccompanyingfinancial 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 At Annual General Meeting (AGM)of the Company held on 26 September 2014 the Members had approved the appointments of Mr.Gaurav Kaura Mr. Avinash Verma Mr. Sumit Mehta and Ms. Neepa Chatterjee as IndependentDirectors for a term of five years.
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 underand are independent ofthe management.
In accordance with the provisions ofSection 152 ofthe Act Mr. Inder Mohan SoodManaging Director ofthe 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 during the year under reporting.
Policy on Appointment and Remuneration of Directors The Company has adopted aNomination and Remuneration Policy for the Directors Key Managerial Personnel and otheremployees pursuant to the provisions ofthe Act and the Listing 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 ofthe 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 ofSection 178ofthe 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 considered the following factors whileformulating the Policy:
(i) The level and composition of remuneration is reasonableand 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 ofthe Company.
The Policy as approved by the Board is uploaded on the Company's website at the weblink: https://www.valiantcom . com/corporate/misc/notice/Nomination.pdf
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors
Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance performance of the Directors aswell as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.
The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.
The criteria for performance evaluation of the Board and Independent Directors isuploaded on the Company's website at the web link:https://www.valiantcom.com/corporate/misc/ notice/criteria.pdf
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 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 going concern 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/misc/notice/vigil-mechanism.pdf
Amendment in Code and Policies
Pursuant to the notified Listing Regulations by the Securities and Exchange Board ofIndia whereby the provisions of erstwhile Listing Agreement and various circulars issuedwith respect thereto were repealed the Company has suitably replaced the repealedprovisions of Listing Agreement with Listing Regulations in its relevant codes andpolicies adopted. The details of the aforesaid amendment in codes and policies of theCompany can be accessed at: https://www.valiantcom.com/corporate/misc/notice/amndmnt-codes-policies-2015.pdf
Anti-Sexual Harassment Policy
The Company has not received any complaint of sexual harassment during the financialyear under reporting as required under the Sexual Harassment of Women at the Workplace(Prevention Prohibition &Redressal) Act 2013.
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 2017-18 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.
Secreta ria I Sta nda rds
The Company is in compliance with the Secretarial Standards on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS - 2) issued by The Institute of CompanySecretaries of India and approved by the Central Government.
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.
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 ofthe 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 Auditor of the Company to hold office for aterm of five years i.e. from the conclusion ofthe said Annual General Meeting until theconclusion of 29th AGM of the Company subject to ratification of theirappointment by the shareholders every year. The Ministry of Corporate Affairs vide itsNotification dated 7 May 2018 has dispensed with the requirement of ratification ofAuditor's appointment by the shareholders every year. Hence the resolution relating toratification of Auditor's appointment is not included in the Notice of the ensuing AnnualGeneral Meeting
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 herewithasAnnexure-2.
The Auditors' Report and the Secretarial Audit Report for the financial year ended 31March 2018 do not contain any qualification reservation adverse remark or disclaimer.
Extract of Annual Return
The details forming part ofthe extract ofthe Annual Return in Form No. MGT-9 is annexedherewith as Annexure-3.
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.
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 ofthe Company and its futureoperations.
The information required under Section 197 (12) ofthe Act read with Rule 5 oftheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 with anyamendments thereto is annexed as Annexure-4.
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
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 ofthe Company for their dedication supportandco-operation.
On behalf of the Board of Directors
For Valiant Communications Limited
Inder Mohan Sood
Chairman and Managing Director
Place: New Delhi
Date: 29 May 2018