To the Members,
The Directors present their 30th Annual Report on the business and
operations of the Company and the audited statement of accounts for the year ended 31
March 2023.
Financial Results
(In thousands)
| Particulars |
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Sales & Other Income |
3,02,780 |
1,28,426 |
3,16,281 |
1,48,266 |
| Earnings before depreciation, interest and taxation |
46,682 |
(21,930) |
44,083 |
(15,369) |
| Less : |
|
|
|
|
| Depreciation |
21,176 |
20,434 |
21,176 |
20,434 |
| Finance cost |
485 |
343 |
485 |
343 |
| Taxes |
6,641 |
(10,881) |
5,610 |
(9,810) |
| Net profit/(loss) after tax |
18,380 |
(31,826) |
16,812 |
(26,336) |
| Other comprehensive income (net) |
295 |
(108) |
2,964 |
1,764 |
| Total comprehensive income |
18,675 |
(31,934) |
19,776 |
(24,572) |
Corporate Highlights
During the year under review, the total income is 3,02,780 thousand (previous year:
1,28,426 thousand). The Earnings before Depreciation, Interest, and Taxation (EBITDA) is
46,682 thousand [previous year: ( 21,930 thousand)] and the net profit (loss) is 18,380
thousand [previous year: ( 31,826 thousand)].
At consolidated level, the total income is 3,16,281 thousand (previous year:
1,48,266 thousand). The Earnings before Depreciation, Interest, and Taxation (EBITDA) is
44,083 thousand [previous year: (15,369 thousand)] and the net profit (loss) is 16,812
thousand [previous year: ( 26,336 thousand)].
Operations and State of Affairs
The operation and state-of-affairs have been adequately explained in Management
Discussion and Analysis segment and form part of this report.
Subsidiaries and their Performance
To explore the emerging opportunities in communications business and infrastructure
development, the Company has established direct subsidiaries, viz. Valiant Communications
(UK) Limited, United Kingdom and Valiant Infrastructure Limited, India, as part of its
future growth strategy. Whereas, Valcomm Technologies Inc., USA, is its step-down
subsidiary of the Company. The statement containing the salient features of the financial
statements of the aforesaid subsidiaries is annexed herewith as Annexure-1.
During the period under reporting, Valcomm USA, has added prestigious name such as the
US Government (various departments), General Dynamics, Ministry of Defence Serbia,
Ministry of Defence Bulgaria, Ministry of Defence Australia, Costal Department France
etc., as its end user customers.
Whereas, Valiant UK has also been approved as registered vendor with Siemens for
Lithuania and Latvia.
The Company has adopted a policy for determining Material Subsidiaries in terms of
Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations"). The Policy, as approved by the Board, is uploaded on the Companys
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 Form
AOC 2.
Consolidated Financial Statements
As required under Section 129 of the Companies Act, 2013 ("the Act") and the
Listing Regulations, the audited Consolidated Financial Statements of the Company and its
subsidiaries, prepared in accordance with the Companies (Indian Accounting Standards)
Rules, 2015 ("Ind AS"), form part of the Annual Report and are reflected in the
Consolidated Financial Statements.
The annual accounts of the subsidiaries and related detailed information will be kept
at the Registered Office of the Company, as also at the registered offices of the
respective subsidiary companies and will be available to investors seeking information at
any time. They are also available on the website of the Company.
Share Capital
The paid-up Equity Share Capital as on 31 March 2023 was 72,235 thousand. During the
year under review, the Company has not issued any shares. The Company has not issued
shares with differential voting rights. It has neither issued employee stock options nor
sweat equity shares and does not have any scheme to fund its employees to purchase the
shares of the Company.
Transfer to Reserves
The Company does not propose to transfer any amount to the General Reserve out of the
amount available for appropriations.
Dividend
In view of the current and expected foreseeable growth opportunities, the Board intends
to retain the financial resources of the Company and therefore, finds it prudent not to
propose any dividend for the year under reporting.
Dematerialisation of Equity Shares
As on 31 March 2023, 97.91% (previous year: 97.86%) of the outstanding equity shares of
the Company have been dematerialized.
Deposits
During the year under review, your Company has not taken any public deposits.
Particulars of Loans, Guarantees and Investments
During the year under review, your Company has not given any loans, guarantees or made
investments under Section 186 of the Act, 2013.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were on
an arms length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations. There were no materially
significant Related Party Transactions made by the Company during the year that would have
required 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 are
repetitive in nature. A statement of all Related Party Transactions is placed before the
Audit Committee for its review on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.
During the year under review, your Company has not entered in any kind of transaction,
referred in Clause 2 and 2A, Part A of Schedule V of Listing Regulations.
The Company has adopted a Related Party Transactions Policy. The Related Party
Transactions Policy, as approved by the Board, is uploaded on the website of the Company
at the following web link:
https://www.valiantcom.com/corporate/cp/materiality-related-party.pdf
Details of the transactions with Related Parties are provided in the accompanying
financial statements.
Risk Management Policy
The Company has adopted a Risk Management Policy in accordance with the provisions of
the Act and the Listing Regulations. It establishes various levels of accountability and
overview within the Company, while vesting identified managers with responsibility for
each significant risk.
The Company has laid down procedures to inform the Audit Committee as well as the Board
of Directors about risk assessment and management procedures and status.
The risk management process consists of risk identification and assessment; risk
measurement, 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 on September
25th 2019, had appointed Mr. Gaurav Kaura, Mr. Avinash Verma, Mr. Sumit Mehta and Ms.
Neepa Chatterjee as Independent Directors of the Company for the second term to hold
office up to September 24th 2024.
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act and the provisions of the
Listing Regulations. In the opinion of the Board, they fulfill the conditions of
independence as specified in the Act and the Rules made thereunder and are independent of
the management.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of commerce, laws,
strategy, auditing, tax and risk advisory services, financial services, corporate
governance, etc. and that they hold highest standards of integrity.
The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors Databank maintained with the Indian Institute of
Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are
exempt from the requirement to undertake the online proficiency self-assessment test
conducted by IICA.
In accordance with the provisions of Section 152 of the Act, Mr. Davinder Mohan Sood,
Whole-time Director of the Company, retire by rotation, and being eligible, offers himself
for reappointment.
There has not been any instance of appointment or resignation 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, Key
Managerial Personnel and other employees, pursuant to the provisions of the Act and the
Listing Regulations.
In accordance with the Nomination and Remuneration Policy adopted by the Company, the
Nomination and Remuneration Committee is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company.
The Committee is responsible for reviewing and vetting the profile of potential
candidates vis-a-vis the required competencies and meeting potential candidates, prior to
making recommendations of their nomination to the Board in accordance with the Nomination
and Remuneration Policy of the Company. The Nomination and Remuneration Committee has
formulated the criteria for determining requisite qualifications, positive attributes such
as high standards of ethical behavior, strong interpersonal and communication skills and
soundness of judgment and independence of Directors in terms of provisions of Section 178
of the Act and the Listing Regulations. The philosophy for remuneration of Directors, Key
Managerial Personnel and all other employees of the Company is based on the commitment of
fostering a culture of leadership with trust. The Remuneration Policy of the Company is
aligned to this philosophy.
The Nomination and Remuneration Committee has inter-alia considered the
following factors while formulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-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 and
all other employees is as per the Remuneration Policy of the Company.
The Nomination and Remuneration Policy, as approved by the Board, is uploaded on the
Companys website at the web link:
https://www.valiantcom.com/corporate/cp/nomination-remuneration-policy.pdf
Annual Evaluation of Board Performance and Performance of its Committees and of
Directors
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an Annual Evaluation of its own performance, performance of the Directors
and the working of its Committees based on the evaluation criteria defined by Nomination
and Remuneration Committee (NRC) for performance evaluation process of the Board, its
Committees and of Directors.
The Boards functioning was evaluated on various aspects, including inter-alia the
Structure of the Board, Meetings of the Board, Functions of the Board, Degree of
fulfilment of key responsibilities, Establishment and delineation of responsibilities to
various Committees, Effectiveness of Board Processes, information and functioning.
The Committees of the Board were assessed on the degree of fulfilment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings. The
Directors were evaluated on aspects such as attendance, contribution at Board/Committee
Meetings and guidance/support to the Management outside Board/Committee Meetings.
The performance assessment of Non-Independent Directors, Board as a whole and the
Chairman were evaluated in a separate meeting of Independent Directors. The same was also
discussed in the meetings of NRC and the Board.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.
Board and Committee Meetings
Details of the composition of the Board and its Committees and of the Meetings held and
attendance of the Directors at such Meetings, are provided in the Corporate Governance
Report. 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 their
knowledge and belief and according to the information and explanations obtained by them in
the normal course of their work, state that, in all material respects:
a) In the preparation of the annual financial statements for the year under reporting,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) Appropriate accounting policies have been selected, applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company as at reporting date and of the
profit of the company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;
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 were
adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were
in 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 with
auditors certificate thereon 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 instances
of fraud and mismanagement, if any. The details of the said policy is posted on the
website 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 the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of the Act and the rules made thereunder.
Anti-Sexual Harassment Policy
The Company has complied with the provisions of relating to the constitution of
Internal Compliant Committee under the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. The Company has not received any
complaint of sexual harassment during the financial year under reporting.
Code of Conduct
All Board of Directors and senior management personnel have affirmed their respective
annual compliance with the provisions of the Code of Conduct for the year 2022-23, laid
down by the Board to govern the conduct of Directors and senior management of the Company
by certain fundamental business principles, ethics, values, policies and procedures within
the applicable laws, rules and regulations.
Secretarial Standards
The Company is in compliance with the Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).
Code for Prevention of Insider Trading
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended,
the Company has adopted a Code for Prevention of Insider Trading. The objective of the
code is to restrict an insider from dealing in the shares of the company either directly
or indirectly when in possession of unpublished price sensitive information and also to
restrict communication of such information. The code is applicable to directors and
designated employees/ persons associated with the company. The code enumerates the
procedure to be followed for dealing in the shares of the company and periodic disclosures
to be made. It also restricts the insiders from dealing in the companys shares during the
period when the Trading Window is announced closed. The company secretary has been
designated as the Compliance Officer.
The said code are posted on the website of the company at
https://www.valiantcom.com/corporate/cp/codes-insider-trading.html
Internal Controls Systems and Adequacy
The Companys internal audit systems are geared towards ensuring adequate internal
controls commensurate with the size and needs of the business, with the objective of
efficient conduct of operations through adherence to the Companys policies, identifying
areas of improvement, evaluating the reliability of Financial Statements, ensuring
compliances with applicable laws and regulations and safeguarding of assets from
unauthorized use.
Details of the internal controls system are given in the Management Discussion and
Analysis Report, which forms part of the Directors Report.
Auditors and Audit
i) Statutory Auditors
The Members of the Company at their Annual General Meeting held on September 30, 2022,
had approved the reappointment of M/s. Pawan Nanak Bansal & Co., Chartered
Accountants, (ICAI Firm Registration no. 008953C), as the statutory auditors of the
Company for a second term of five consecutive years commencing from the conclusion of the
29th AGM until the conclusion of 34th AGM of the Company to be held in the year 2027.
Pursuant to the provisions of Companies Amendment Act, 2017, notified on May 7, 2018,
ratification of appointment of Statutory Auditors at every AGM is no more a legal
requirement. Accordingly, the Notice convening the ensuing AGM does not carry any
resolution on ratification of appointment of Statutory Auditors.
The Auditors Report for the financial year ended 31 March 2023 does not contain any
qualification, reservation, adverse remark or disclaimer.
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 had
appointed Bhalla & Associates, Company Secretaries, Delhi, to undertake the
Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as
Annexure-2.
The Secretarial Audit Report for the financial year ended 31 March 2023 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 as
on 31 March 2023 is available at https :
//valiantcom.com/corporate/extract-annual-return/extract-annual-return.html
Corporate Social Responsibility
The provisions of the Act relating to Corporate Social Responsibility are not
applicable. Nevertheless, the Company shall continue its endeavor to fulfill its
responsibility 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 performance
of the Company which occurred between the end of the financial year of the Company to
which 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 or
Tribunals which would impact the going concern status of the Company and its future
operations.
Personnel
The information required under Section 197 (12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with any
amendments thereto, is annexed as Annexure-3.
In terms of Section 136 of the Act, the Reports and Accounts are being 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. Any shareholder
interested in obtaining the same may write to the Company Secretary at the Registered
Office of the Company. The said information is available for inspection by the Members at
the Registered Office of the Company on any working day of the Company.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the
Companies (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 by
the employees, shareholders and investors in the Company. The Directors are thankful to
all the employees and the officers of the Company, for their dedication, support and
co-operation.
On behalf of the Board of Directors For Valiant Communications Limited
| Place: New Delhi |
Inder Mohan Sood |
| Date: 30 May 2023 |
Chairman and Managing Director |
+91-9892691696
