Mar 31, 2016
DIRECTORSâ REPORT
To the Members,
The Directors present their 23rd Annual Report on the business and operations of the Company and the audited statement of accounts for the year ended March 31st 2016.
Financial Results
InRs,
Particulars |
2015-2016 |
2014-2015 |
Sales & Other Income Profit (loss) before depreciation, exceptional item and taxation Less: Depreciation Taxes Net Profit (loss) |
142,577,411 18,382,067 15,294,373 974,105 2,113,589 |
120,953,608 10,006,035 13,243,201 (1,846,573) (1,390,593) |
Corporate Highlights
During the year under review, the total income is Rs, 1,426lakh (previous year: Rs, 1,209 lakh). The profit before depreciation and taxation is Rs, 183 lakh (previous year: Rs, 100 lakh) and the net profitis Rs, 21 lakh (previous year: loss of Rs, 14 lakh).
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
As part of its future growth strategy, the Company had established two subsidiaries, viz. Valiant Communications (UK) Limited, United Kingdom and Valiant Infrastructure Limited, India, to explore the emerging opportunities in world telecom market and infrastructure development. The statement containing the salient feature of financial statements of the aforesaid subsidiaries is annexed herewith as Annexure-1.
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 (âthe Listing Regulationsâ). The Policy, as approved by the Board, is uploaded on the Company''s website at the web link: http://valiantcom.com/corporate/ misc/notice/policy-material.pdf
Consolidated Financial Statements
As required under Section 129 of the Companies Act, 2013 (âthe Actâ) and the Listing Regulations, the audited Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, 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.
Dividend
In view of 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.
Dematerialization of Equity Shares
As on March 31st 2016,96.17% (previous year: 95.93%) of the outstanding equity shares of the Company have been dematerialized.
Employee Stock Option Plan (ESOP)
The Company did not issue any employee stock options / equity shares during the financial year under review, under the Employee Stock Option Scheme.
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 made investments under Section 186 of the Act, 2013, except acquisition of additional 85,000 equity shares of its existing subsidiary, Valiant Infrastructure Ltd., at a total consideration of '' 8.50 lakh.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were on an arm''s 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 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 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.
The Company has adopted a Related Party Transactions Policy. The policy, as approved by the Board, is uploaded on the Company''s website at the web link: www.valiantcom. com/corporate/misc/notice/rtp_policy.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 At Annual General Meeting of the Company held on September 26th 2014, the Members had approved the appointments of Mr. Gaurav Kaura, Mr. Avinash Verma, Mr. Sumit Mehta and Ms. Neepa Chaterjee as Independent Directors for a term of five years.
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 there under and are independent of the management.
In accordance with the provisions of Section 152 of the Act, Mr. Inder Mohan Sood, Managing Director of the Company, retire by rotation, and being eligible, offers himself for reappointment.
Apart from above disclosure, 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 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 Policy, as approved by the Board, is uploaded on the Company''s website at the web link: www.valiantcom.com/ corporate/misc/notice/Nomination.pdf
Annual Evaluation of Board Performance and Performance of its Committees and of Directors
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The Board''s functioning was evaluated on various aspects, including inter-alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
The criteria for performance evaluation of the Board and Independent Directors, is uploaded on the Company''s website at the web link: www.valiantcom.com/corporate/ misc/notice/criteria.pdf
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.
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 ended March 31st 2016, 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 March 31st 2016 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 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 of India, whereby the provisions of erstwhile Listing Agreement and various circulars issued with respect thereto were repealed, the Company has suitably replaced the repealed provisions of Listing Agreement with Listing Regulations in its relevant codes and policies adopted. The details of the aforesaid amendment in codes and policies of the Company can be accessed at http://www.valiantcom.com/corporate/misc/notice/amnd mnt-codes-policies-2015.pdf
Anti-Sexual Harassment Policy
The Company has not received any complaint of sexual harassment during the financial year 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 respective annual compliance with the provisions of the Code of Conduct for the year 2015-16, 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.
Code for Prevention of Insider Trading
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015, 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 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 internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company''s 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 auditors, B. Aggarwal & Company, Chartered Accountants, hold office until the conclusion of Annual General Meeting (AGM) to be held in year 2017, subject to the ratification of their appointment by members at AGM. They have confirmed their eligibility under Section 141 of the Act and their willingness to accept office, on proposed ratification of their appointment in the ensuing AGM.
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 has appointed K. Chaand & Associates, Company Secretaries, Delhi, to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as Annexure-2.
The Auditors'' Report and the Secretarial Audit Report for the financial year ended 31st March, 2016 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 is annexed herewith as Annexure-3.
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 of the Companies (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 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-5.
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
Inder Mohan Sood
Chairman and Mana sins Director
New Delhi, May 20, 2016
Mar 31, 2014
To theMembers,
The Directors present their 21st A al Report on the business and
operations of the Company and the audited statement ofaccounts for the
year ended March 31st 2014.
Financial Results
2013-2014 2012-2013
Sales & Other Income 120,466,069 87,822,876
Profit (loss) before
depreciation, and taxation 8,083,997 5,544,803
Less: Depreciation 10,902,587 9,204,147
Taxes (805,668) (1,097,580)
Net Profit (loss) (2,012,922) (2,561,764)
Corporate Highlights
During the year under review, the total income is 1,205 lakh (previous
year: " 878 lakh). The profit before depreciation and taxation is 81
lakh (previous year: ~55 lakh) and the net loss is 20 lakh (previous
year: loss of 26 lakh).
Revenue Mix  Region-wise
in Lakhs
Particulars 2013-2014 2012-2013
USA 441.28 334.94
Europe 23.54 44.86
Rest of the world 670.50 413.71
Total Revenue (Export) 1,135.32 793.51
The Company continues to design, develop and introduce new products and
strengthen its marketing network worldwide. The Company has introduced
many new products during the past one year and is confident that it
will be able to improve its per for mancein the current year ending
March 31st 2015.
Quality Initiatives
It is commonly believed that the sustained commitment to highest levels
of quality, bestinclass product offerings and robust and fair business
practices helps the Company to attain its objectives.
The Company has successfully achieved the yardsticks to
meet with standards ISO 9001:2008 (Quality Management) and the ISO
14001:2004 (Environmental Management). The substantial part of the
Company s product-line of the Company is now CÂ certified.
As the Company also offers products to the Power Utility companies on a
global level, its Multiplexer and Digital Cross Connect Switch products
has also received Type Test Approval from the Power Grid Corporation of
India for deployment in India.
Your management believes that all these quality initiatives will
further strengthen the Company s product-line in global market.
New Products
The Company introduced many new products during the year 2013-2014 with
latest technologies. The Company has also enhanced and upgraded its
existing range of the Voice and Data Multiplexers, Teleprotection
equipment and now offer a comprehensive range of GPS PTP Grandmaster
Primary Reference Clock Synchronization Receiver products with
IEEE-1588v2 that deliver accuracy of up to 100 nano- seconds for
synchronization applications in Cellular networks like UMTS, GPRS,
3G/4G/LTE and for Distributing Time (TimeofDay / ToD) and Frequency
Reference for Power Utilities / Smart Grid, Synchronization 0 f D
efense Net works, Airports and Aviation communications, Railway
Signaling Networks and Railway Communications, Broadcasting Network and
Broadcast equipment.
The Company has introduced a wide range of products based on IEEE
1588v2 [Precision Time Protocol (PTP)] technology that is used to
synchronize T ime-of Day (ToD) and Frequency throughout an IP network.
The IEEE 1588v2 [Precision Time Protocol (PTP)] technology is used in
Power Utilities/ Smart Grid, Oil and Gas, Defense networks, etc. In a
local area network, it achieves clock accuracy in the sub- microsecond
(i.e., nano-second accuracy) range, making it suitable for accurate
measurement and control systems. IEEE 1588 is designed to fill a niche
that is not well served by either of the two dominant protocols, NTP
and GPS. IEEE 1588 is designed for local systems requiring accuracies
beyond those attainable using NTP. It is also designed for applications
that cannot bear the cost of a GPS receiver at each node, or where GPS
signals are inaccessible.
Additionally, advanced TDM over IP/Ethernet/Packet/MPLS product
features have been added to provide packet network synchronization
mechanism for Frequency and Timeof-Day (ToD) synchronization for all
points of the network to a common, single (GPS) source. Applications
include for backhauling legacy voice, lowspeed legacy data and high-
speed Ethernet services using a single Ethernet infrastructure. With
the focus on developing new solutions for the Power Utility Sector, the
Company has also added SubStation hardened, managed Industrial Grade
Switches that are compliant to IEC-61850-3 specifications. All these
products are currently being offered and used in various
Power Utilities, worldwide.
Similarly, products suited for Railways, Airport Communication, other
utilities including Oil and Gas are being added to the product
portfolio for increased business opportunities for the Company.
Your management is confident that all these products and technologies
will help to create growth opportunities for the Company.
Marketing
1 he Company is focused on expanding its global marketing network and
building a larger base of associates / distributors and re-sellers,
through which it can sell its products, on a worldwide basis. The
Company has its equipment successfully installedinover100 countriesnow.
Future Prospects
The Company is clearly focused towards the design and development of
telecom transmission equipment and solutions, for the international
telecommunication marketplace. With the continuous introduction of new
products and technologies, Valiant is focused on marketing,
distribution and supportofits product range.
The Company is well positioned take up new opportunities in the Power
Utility sector, Railways sector, Airport Communications, Oil and Gas
and other utilities with its widerangeofproducts and technologies.
Subsidiaries
As part of its future growth strategy, the Company has established two
subsidiaries, viz. Valiant Communications (UK) Limited, United Kingdom
and Valiant Infrastructure Limited, India to explore the emerging
opportunities in world telecom market and infrastructure development.
Consolidated Financial Statements As required under the Listing
Agreement with Stock Exchange(s), the audited consolidated financial
statements of the Company together with all its subsidiaries, prepared
in accordance with applicable Accounting Standards, issued by
Institute of Chartered Accountants of India, are attached.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts. In terms
of the general exemption granted by the Ministry of Corporate Affairs
vide its circular no. 02/2011 dated February 8, 2011, the audited
accounts and reports of Board of Directors and Auditors of the
Company''s subsidiaries have not been annexed to this Annual Report.
The Company has complied with the requirements as prescribed under the
said circular. The consolidated financial statements prepared in
accordance with Accounting StandardÂ21 issued by the Institute of
Chartered Accountants of India, forming part of this Annual Report
include the financial information of the subsidiary companies.
Board of Directors
Due to personal reasons, Mr. Anil Tandon has tendered his resignation
from the directorship of the Company vide his letter dated November
22nd 2013 addressed to the Company. The BoardofDirectors would
like to thank him and record its appreciation for his valuable
contribution.
The Company had, pursuant to the provisionsof clause49 of the Listing
Agreements entered into with Stock Exchange(s), appointed Mr. Gaurav
Kaura, Mr. Avinash Verma and Mr. Sumit Mehta, as Independent Directors
of the Company.
As per Section 149(4) of the Companies Act, 2013 (Act),
which came into effect from April 1, 2014, every listed public company
is required to have at least one-third of the total number of directors
as Independent Directors. In accordance with the provisions of Section
149 of the Act, these Directors are being appointed as Independent
Directors to hold office as per their tenure of appointment mentioned
in the Notice of the forthcoming Annual General Meeting of the Company.
The Company has also received a notice in writing under the provisions
of Section 160 of the Companies Act, 2013 along with prescribeda
deposit amount, proposing the candidature of Ms. Neepa Chatterjee for
the office of Independent Director, which is to be considered by the
members in the forthcoming Annual General Meeting.
The tenure of Mr. Inder Mohan Sood, Managing Director, and of Mr.
Davinder Mohan Sood, Whole-time Director, will expire on August 16th
2014 and November 30th 2014 respectively.
Considering their long association with the Company, the valuable
services rendered and efforts made by them for improving the operations
of the Company and nature of expertise they have in their respective
fields, the Board of Directors in their meeting held on May 23rd 2014,
subject to the approvalofthe members and the provisions ofthe Article
of Association of the Company, have re-appointed Mr. Inder
MohanSoodasManagingDirectorandMr. DavinderMohan Sood as Whole-time
Director of the Company, on existing terms and conditions, for a
further period of five years from the dateonwhich their respective
tenures will be expired.
However, they both shall be liable to retire by rotation in accordance
with the provisions of section 152 of Companies Act, 2013.
Directors'' Responsibility Statement The Directors herebyconfirm:
i) that in preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss ofthe Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors had prepared the annual accounts on a going
concern basis.
Dividend
In view of loss suffered by the Company in the financial year under
reporting, the Board of Directors finds it prudent not to
propose any dividend for the year under reporting.
The amount lying in unclaimed dividend accounts are as follows: for the
financial year 2006-07: Rs. 173,687; financial year 2007-08: Rs. 135,038;
financial year 2008-09: Rs. 156,101; financial year 2009-10: Rs. 181,290;
and financial year 2010-11: Rs. 111,844.
Dematerialization of Equity Shares
Ason March 31st 2014, 95.83% (previous year: 95.77%)of the outstanding
equity shares of the Company have been dematerialized.
Employee Stock OptionPlan(ESOP) The Company did not issue any employee
stock options / equity shares during the financial year under review,
under the Employee Stock Option Scheme.
Public Deposits
During the year under review, your Company has not taken any public
deposits.
Corporate Governance Report and Management Discussion & Analysis Report
As per Clause 49 of the Listing Agreements entered into with the Stock
Exchanges, Corporate Governance Report with auditors'' certificate
thereon and Management Discussion andAnalysis areattached and
form part of this report.
Code of Conduct
All Board of Directors and senior management personnel have affirmed
their respective annual compliance with the provisionsofthe Code of
Conduct, laid downbythe 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.
Auditors
The auditors, B. Aggarwal & Company, Chartered Accountants, the
Auditors of the Company, retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re-appointed. It is proposed to appoint them as statutory auditors
of the Company from the conclusion of the forthcoming Annual General
Meeting till the conclusion of the fourth consecutive Annual General
Meeting.
Corporate Social Responsibility The provisions of the Companies Act,
2013 relating to Corporate Social Responsibility, are not applicable.
Nevertheless, the Company shall continue its endeavor to fulfill its
responsibility towards society.
Personnel
The particulars of employees as per Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, are set out in the statement annexed hereto as Annexure- Iand
form part ofthis report.
Particulars of Conservation of Energy, Technology Absorption and Foreign
Exchange Ear nings and Outgo
The information required under Section 217 (1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 with respect to their
matters is annexed hereto as Annexure- IIand forms a part ofthis
report.
Acknowledgment
1 he 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
Inder Mohan Sood
Chairman and Managing Director
New Delhi, May 23, 2014
Mar 31, 2013
To the Members,
The Directors present their 20th Annual Report on the business and
operations of the Company and the audited statement of accounts for the
year ended March 31 2013.
Financial Results
2012-2013 2011-2012
Sales & Other Income 87,822,876 91,297,520
Gross Profit 5,544,803 11,860,125
Less: Depreciation 9,204,147 8,281,269
Exceptional item 737,475
Taxes (1,097,580) 1,128,891
Net Profit (2,561,764) 1,712,490
Corporate Highlights
During the year under review, the total income is Rs.878 lakh (previous
year: Rs.913 lakh). The profit before depreciation, exceptional item and
taxation is Rs.55 lakh (previous year: Rs.119 lakh) and the net loss is X
26 lakh (previous year: profit of Rs.171akh).
Revenue Mix-Region-wise
Rs. in Lakhs
Particulars 2012-2013 2011-2012
USA 334.94 441.69
Europe 44.86 28.70
Rest of the world 413.71 341.03
Total Revenue (Export) 793.51 811.42
The Company continues to design, develop and introduce new products and
strengthen its marketing network worldwide. The Company has introduced
many new products during the past one year and is confident that it
will be able to improve its performancein the current year ending March
31" 2014.
New Products
The Company introduced new products during the financial year 2012-2013
with different versions of the voice and data multiplexers,
teleprotection equipment, TDM over Packet/ Ethernet/MPLS and digital
access cross-connect switch product range. The new products find
application in wireless, wireline, defense, cellular / mobile,
corporate and enterprises networks applications. These products are
already being deployed in various network worldwide. A series of new
products based on advanced technologies based on Ethernet / IP / high
speed data technologies are being introduced in the current financial
year. We believe that these new products will help to create growth
opportunities for the Company.
Marketing
The Company is focused on expanding its global marketing network and
building a larger base of associates / distributors and re-sellers,
through which it can sell its products, on a worldwide basis. The
Company has its equipment installed in over 100 countries now.
Future Prospects w
The Company is clearly focused towards the design and development of
telecom transmission equipment and solutions, for the international
telecommunication marketplace. With the continuous introduction of new
products and technologies, Valiant is focused on marketing,
distribution and support of its product range.
Subsidiaries
As part of its future growth strategy, the Company has established two
subsidiaries, viz. Valiant Communications (UK) Limited, United Kingdom
and Valiant Infrastructure Limited, India to explore the emerging
opportunities in world telecom market and infrastructure development.
Consolidated Financial Statements
As required under the Listing Agreement with Stock Exchange(s), the
audited consolidated financial statements
oftheCompanytogetherwithallits subsidiaries, prepared in accordance
with applicable Accounting Standards, issued by
InstituteofCharteredAccountantsoflndia.areattached.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts. In terms
of the general exemption granted by the Ministry of Corporate Affairs
vide its circular no. 02/2011 dated February 8, 2011, the audited
accounts and reports of Board of Directors and Auditors of the
Company''s subsidiaries have not been annexed to this Annual Report.
The Company has complied with the requirements as prescribed under the
said circular. The consolidated financial statements prepared in
accordance with Accounting Standard 21 issued by the Institute of
Chartered Accountants of India, forming part of this Annual Report
include the financial information of the subsidiary companies.
Dividend
In view of loss suffered by the Company in the financial year under
reporting and the prevailing global recession, the Board of Directors
finds it prudent to not to propose any dividend
fortheyearunderreporting.
The amount lying in unclaimed dividend accounts are as follows: for the
financial year 2006-07: Rs.173,822/-; financial year 2007-08: Rs.
135,038/-; financialyear 2008-09: Rs.156,101/-; financial year 2009-10:
Rs.181,290/-; and financial year 2010- 11:Rs. 111,844/-.
Dematerialization of Equity Shares
As on March 31" 2013, 95.77% (previous year: 95.80%) of the outstanding
equity shares of the Company have been dematerialized.
Public Deposits
During the year under review, your Company has not taken
anypublicdeposits.
Buyback of Equity Shares
The Board of Directors at its meeting held on December 21" 2011, had
announced buyback of its fully paid-up equity shares from existing
shareholders and beneficial owners in accordance with the relevant
provisions of the Companies Act, 1956 and Securities and Exchange Board
of India (Buy Back of Securities) Regulations, 1998, at a price not
exceeding Rs. 18/- per share. The Company opted to buyback shares from
open market through stock exchange route and the total offer size
aggregates to Rs. 18,000,000/-, but subject to the maxtaumUmit of
1,000,000 equity shares.
During the year under reporting, the Company had bought back and
extinguished 199,550 (previous year: 97,590) equity shares, having face
and fully paid-up value of Rs. 10/- each. The difference between the
nominal value and amount spent for buy back with other incidental
expenses, total amounting to Rs. 1,836,850/- (previous year: Rs.
1,040,047), is appropriated from securities premium account.
The Company has transferred Rs. 1,995,500/- (previous year: Rs. 975,900)
from securities premium to capital redemption reserve which represented
the nominal value of shares bought back during the year under
reporting.
Employee Stock Option Plan (ESOP)
The Company did not issue any employee stock options / equity shares
during the financial year under review, under the Employee Stock Option
Scheme.
Directors
In accordance with the provisions of Section 256 of the Companies Act,
1956, Mr. Avinash Verma and Mr. Sumit Mehta, Directors of the Company,
retire by rotation, and being eligible, offer themselves for
re-appointment.
Subject to the approval of the members and the provisions of the
Articles of Association of the Company, the Board of Directors in its
meeting held on May 11* 2013, has re- appointed Mr. Anil Tandon as
Whole-time Director on existing terms and conditions, for a further
period of five yearswe.f.May30*2013.
None of the Directors to be appointed, is disqualified under Section
274 (1) (g) of the Companies Act, 1956 read with Companies
(Disqualification of Directors under Section 274 (1) (g) of Companies
Act, 1956) Rules, 2003.
Directors'' Responsibility Statement
TheDirectors hereby confirm:
i) that in preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made j udgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss oftheCompanyforthatperiod;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors had prepared the annual accounts on a going
concern basis.
Report on Corporate Governance
The Company is committed to good corporate governance. The management
respects the rights of its shareholders to information on the
performance of the Company and its endeavor to maximize the long-term
value to the shareholdersoftheCompany
Pursuant to Clause 49 of the listing agreement, a report on Corporate
Governance and a certificate from the auditors of the Company are
annexed hereto and form part of the report.
Code of Conduct
All Board of Directors and senior management personnel have affirmed
their respective annual compliance with the provisions of Code of
Conduct, 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.
Auditors
M/s B. Aggarwal & Company, Chartered accountants, the Auditors of the
Company holds office up to the conclusion of the ensuing Annual General
Meeting. The Company has received a requisite certificate pursuant to
Section 224 (IB) of the Companies Act, 1956, regarding their
eligibility for re- appointment as Auditors of the Company. The
Auditors'' Report for the year under review is self-explanatory and does
not requireanyfurther comment.
Personnel
The particulars of employees as per Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, are set out in the statement annexed hereto as Annexure -1 and
form part of this report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information required under Section 217 (1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 with respect to their
matters is annexed hereto as Annexure - II and forms a part of this
report.
Acknowledgment
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
Inder Mohan Sood
Cka.rmananJ Managmg Dmaor
New Delhi, May 11" 2013
Mar 31, 2012
The Directors present their 19th Annual Report on the business and
operations of the Company and the audited statement of accounts for the
year ended March 31st 2012.
Financial Results
Rs. In
2011-2012 2010-2011
Sales & Other Income 91,297,520 81,755,588
Gross Profit 11,860,125 9,658,727
Less: Depreciation 8,281,269 7,444,216
Exceptional item 737,475 -
Taxes 1,128,891 351,266
Net Profit 1,712,490 1,863,245
Corporate Highlights
During the year under review, the total income is Rs. 913 lakh (previous
year: Rs. 818 lakh). The profit before depreciation, exceptional item and
taxation is Rs. 119 lakh (previous year: Rs. 97 lakh) and the net profit
is Rs. 17 lakh (previous year: Rs. 19 lakh). The exceptional item
represents the loss on closure of subsidiary of Company, namely
"Valiant Communications FZE, UAE".
Revenue Mix - Region-wise
Rs. in Lakhs
Particulars 2011-2012 2010-2011
USA 441.69 446.95
Europe 28.70 19.78
Rest of the world 341.03 239.08
Total Revenue (Export) 811.42 705.81
The Company continues to design, develop and introduce new products and
strengthen its marketing network, worldwide. The Company has introduced
many new products during the past one year and is confident that it
will be able to improve its performance, in the current year ending
March 31s12013.
New Products
The Company introduced new products during the year 2011-2012 with
different versions of the multiplexer and digital access cross-connect
switch product range. The new products find application in wireless,
wire line, defense, cellular / mobile, corporate and enterprises
networks applications. These products are already being deployed in
various networks, worldwide. A series of new products based on advanced
technologies based on Ethernet / IP / high speed data technologies are
being introduced in the current financial year. We believe that these
new products will help to create growth opportunities for the company.
Marketing
The Company is focused on expanding its global marketing network and
building a larger base of associates / distributors and re-sellers,
through which it can sell its products, on a worldwide basis. The
Company has its equipment installed in over 90 countries.
Future Prospects
The Company is clearly focused towards the design and development of
telecom transmission equipment and solutions, for the international
telecommunication marketplace. With the continuous introduction of new
products and technologies, Valiant is focused on marketing,
distribution and support of its product range.
Subsidiaries
As part of its future growth strategy, the Company has established two
subsidiaries, viz. Valiant Communications (UK) Limited, United Kingdom
and Valiant Infrastructure Limited, India to explore the emerging
opportunities in world telecom market and infrastructure development.
During the year under review, the Company has closed its subsidiary,
namely, Valiant Communications FZE, United Arab Emirates, due to the
difficult prevailing global business conditions and business
environment.
Consolidated Financial Statements
As required under the Listing Agreement with Stock Exchange(s), the
audited consolidated financial statements of the Company together with
all its subsidiaries, prepared in accordance with applicable Accounting
Standards, issued by Institute of Chartered Accountants of India, are
attached.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts. In terms
of the general exemption granted by the Ministry of Corporate Affairs
vide its circular no. 02/2011 dated February 8, 2011, the audited
accounts and Reports of Board of Directors and Auditors of the
Company's subsidiaries have not been annexed to this Annual Report.
The Company has complied with the requirements as prescribed under the
said circular. The consolidated financial statements prepared in
accordance with Accounting Standard 21 issued by the Institute of
Chartered Accountants of India forming part of this Annual Report
include the financial information of the subsidiary companies.
Dividend
In view of insufficient profits for the financial year under reporting
and the prevailing global recession, the Board of Directors finds it
prudent to not to propose any dividend for the year under reporting.
The amount lying in unclaimed dividend accounts are as follows: for the
financial year 2005-06: Rs. 142,555/-; financial year 2006-07: Rs.
179,583/-; financial year 2007-08: Rs. 135,438/-; financial year 2008-09:
Rs. 156,101/-; financial year 2009-10: Rs. 182,850/-; and financial year
2010-11: Rs. 113,704/-.
Dematerialization of Equity Shares
As on March 31st 2012, 95.80% (previous year: 64.11%) of the
outstanding equity shares of the Company have been dematerialized.
Buyback of Equity Shares
The Board of Directors at their meeting held on December 21st 2011, had
announced buyback of its fully paid-up equity shares from existing
shareholders and beneficial owners in accordance with the relevant
provisions of the Companies Act, 1956 and Securities and Exchange Board
of India (Buy Back of Securities) Regulations, 1998, at a price not
exceeding Rs. 18/- per share. The Company opted to buy back shares from
open market through stock exchange route and the total offer size
aggregates to Rs. 18,000,000/-, but subject to the maximum limit of
1,000,000 equity shares.
During the year under reporting, the Company had bought back and
extinguished 97,590 (previous year: nil), equity shares having face and
fully paid-up value of Rs. 10/- each. The difference between the nominal
value and amount spent for buy back (including other incidental
expenses), amounting to Rs. 1,040,047/- (previous year: nil), is
appropriated from securities premium account.
The Company has transferred Rs. 975,900/- (previous year: nil) from
securities premium to capital redemption reserve, which represented the
nominal value of shares bought back during the year under reporting.
Employee Stock Option Plan (ESOP)
The Company did not issue any employee stock options / equity shares
during the financial year under review, under the Employee Stock Option
Scheme.
Public Deposits
During the year under review, your Company has not taken any public
deposits.
Directors
Due to personal reasons, Mr. Vidur Bharadwaj has tendered his
resignation from the directorship of the Company vide his letter dated
May 18th 2012 addressed to the Company.
Consequently, he has also resigned from the membership of Audit
Committee, Investors Grievance Committee and Remuneration Committee of
the Company.
The Board of Directors have appointed Mr. Sumit Mehta as an Additional
Non-Executive Independent Director, under Section 260 of the Companies
Act, 1956 and he shall hold office up to the date of this Annual
General Meeting.
The Company has received notices in writing under Section 257 of the
Companies Act, 1956, along with prescribed deposits, from members
proposing the candidature of Mr. Sumit Mehta for the office of
Director on a rotational basis.
In accordance with the provisions of Section 256 of the Companies Act,
1956, Mr. Anil Tandon and Mr. Gaurav Kaura, Directors of the Company,
retire by rotation, and being eligible, offer themselves for
re-appointment.
None of the Directors to be appointed is disqualified under
Section 274 (1) (g) of the Companies Act, 1956 read with Companies
(Disqualification of Directors under Section 274 (1) (g) of Companies
Act, 1956) Rules, 2003.
Directors' Responsibility Statement The Directors hereby confirm:
i) that in preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors had prepared the annual accounts on a going
concern basis.
Report on Corporate Governance The Company is committed to good
corporate governance. The management respects the rights of its
shareholders to information on the performance of the Company and its
endeavor to maximize the long-term value to the shareholders of the
Company.
Pursuant to Clause 49 of the listing agreement, a report on Corporate
Governance and a certificate from the auditors of the Company is
annexed hereto and forms part of the report.
Code of Conduct
All Board of Directors and senior management personnel have affirmed
their respective annual compliance with the provisions of Code of
Conduct, laid down by the Board to govern the conduct of Directors and
senior management of the Company by certain fundamental business
principles, ethics, value, policies and procedures within the
applicable laws, rules and regulations.
Auditors
M/s B. Aggarwal & Company, Chartered accountants, the Auditors of the
Company holds office up to the conclusion of the ensuing Annual General
Meeting. The Company has received a requisite certificate pursuant to
Section 224 (IB) of the Companies Act, 1956, regarding their
eligibility for re- appointment as Auditors of the Company. The
Auditors' Report for the year under review is self-explanatory and does
not require any further comment.
Personnel
The particulars of employees as per Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, are set out in the statement annexed hereto as Annexure - I and
forms a part of this report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information required under Section 217 (1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 with respect to their
matters is annexed hereto as Annexure - II and forms a part of this
report.
Acknowledgment
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
Inder Mohan Sood
Chairman and Managing Director
July 19th 2012, New Delhi
Mar 31, 2010
The Directors present their 17th Annual Report on the business and
operations of the Company and the audited statement of accounts for the
year ended March 31st 2010.
Financial Results
In Rupees
2009-2010 2008-2009
Sales & Other Income 116,012,968 126,506,130
Gross Profit 24,089,528 33,890,748
Less: Interest Nil Nil
Depreciation 7,247,866 6,157,687
Taxes 5,900,094 3,348,233
Net Profit 10,941,568 24,384,828
Corporate Highlights
During the year under review, the total income was Rs. 1,160 lakh
(previous year: Rs. 1,265 lakh). The gross profit was Rs. 241 lakh
(previous year: Rs. 339 lakh) and the net profit was Rs. 109 lakh
(previousyear: Rs. 244lakh).
The Company is a 100% Export Oriented Unit registered under Electronic
Hardware Technology Park Scheme with Software Technology Park of India,
Government of India. The Company was availing income tax benefits
under the provisions of Income Tax Act, 1961. However, during the
current year, the tax holiday available to the Company has expired;
therefore, the Company has made appropriate provision for taxation.
Furthermore, the sharp appreciation and strengthening of the Indian
rupee against foreign currencies, has adversely affected the revenue
and profitability of the Company during the year under review.
Revenue Mix - Region wise
Rupees in Lakhs
Particulars 2009-2010 2008-2009
USA 743.62 757.53
Europe 6.57 64.25
Rest of the world 273.50 313.74
Total Revenue (Export) 1,023.69 1,135.52
The Company continues to design, develop and introduce new products and
strengthen its marketing network. The introduction of new products and
technologies are expected to help to increase export sales growth in
the current year. The Company has introduced many new products during
the past one year and is confident to improve its performance, in the
current year ending March 31st 2011.
New Products
The Company has continued to introduce new products during the year
2009-2010. Improved and larger versions of existing products have been
introduced. Many new products were also added to the product portfolio
during the previous financial year. The applications of new products
include WiMAX and Broadband solutions, Ethernet-based products, internet
protocol, voice quality enhancement solutions for wireless, wireline and
long distance telephony applications, cellular / mobile network application
solutions, ISPs applications, corporate and enterprises network
applications. New Ethernet-based and IP (Internet protocol) based
products and solutions were introduced. These products are already
being deployed in various networks, worldwide.
Marketing
The Company is focused on expanding its global marketing network and
building a larger base of associates / distributors and re-sellers,
through which it can sell its products, on a worldwide basis. The
Company has its equipment installed in over 90 countries. The Company
has expanded its marketing focus in Central and South America, Africa
and the Middle East.
Future Prospects
The Company is clearly focused towards the design and development of
telecom transmission equipment and solutions, for the international
telecommunication marketplace. With the continuous introduction of new
products and technologies, Valiant is focused on marketing,
distribution and support of its product range.
Subsidiaries
As part of its future growth strategy, the Company has established
three subsidiaries, viz. Valiant Communications (UK) Limited, United
Kingdom, Valiant Communications FZE, United Arab Emirates, and Valiant
Infrastructure Limited, India to explore the emerging opportunities in
world telecom market and infrastructure development.
During the year under review, the Company has divested its investments
in Valiant Communications & Technologies Inc., USA, due to the
difficult prevailing business conditions and business environment in
the US, in particular.
Consolidated Financial Statements As required under the Listing
Agreement with Stock Exchange(s), the audited consolidated financial
statements of the Company together with all its subsidiaries, prepared
in accordance with applicable Accounting Standards, issued by Institute
of Chartered Accountants of India, are attached.
The Central Government, vide its order no. 47/274/2010-CL- III dated
April 15th 2010, has granted exemption to the Company from attaching a
copy of the Balance Sheet, Profit and Loss Account, Directors Report
and Auditors Report of each subsidiary companies, as required under
Section 212(1) of the Companies Act, 1956.
Buy-back of Equity Shares
The Board of Directors at their meeting held on September 8" 2008, had
announced the buy-back of its fully paid equity shares from existing
shareholders and beneficial owners in accordance with the relevant
provisions of the Companies Act, 1956 and Securities and Exchange Board
of India (Buy- back of Securities) Regulations, 1998, at a price not
exceeding Rs. 32/- per share. The Company opted to buy-back shares from
the open market through the stock exchange route and the total offer
size aggregates to Rs. 31,419,700/-, but subject to the maximum limit
of 1,125,000 equity shares.
During the year under reporting, the Company had bought back and
extinguished 173,369 (previous year: 951,631) equity shares having face
and fully paid-up value of Rs. 10/- each. The difference between the
nominal value and amount spent for buy-back, amounting to Rs.
2,479,704/- (previous year: Rs. 12,845,352/-) has been appropriated
from the securities premium account.
The Company has transferred Rs. 1,733,690/- (previous year: Rs.
9,516,310/-) from general reserve to capital redemption reserve which
represented the nominal value of shares bought back during the year
under reporting.
The Company has bought back the maximum limit of 1,125,000 equity
shares up to May 8th 2009 for an aggregate purchase consideration of
Rs. 26,575,056/-. The Board of Directors at their meeting held on May
14th 2009, had decided to close the buy-back offer.
Dividend
Your Directors are pleased to recommend, subject to the approval of the
shareholders, a dividend of Rs. 1.20/- (i.e. 12%) per equity share
[previous year: Rs. 1.20/- (i.e. 12%) per equity share] on face value
of Rs. 10/- per share, on the paid- up equity share capital, in respect
of financial year 2009- 2010, absorbing total Rs. 10,558,471/-
(previous year: Rs. 10,558,471/-) inclusive of dividend distribution
tax.
An amount of Rs. 1,124,341/- is proposed to transfer from profit and
loss account to general reserve.
The amount lying in unclaimed dividend accounts are as follows: for the
financial year 2004-05: Rs. 311,420/-; financial year 2005-06: Rs.
143,886/-; financial year 2006-07: Rs. 181,562/-; financial year
2007-08: Rs. 136,788/-; financial year 2008-09: Rs. 160,345/-.
Dematerialization of Equity Shares
As on March 31st 2010, 64.57% (previous year: 65.24%) of the
outstanding equity shares of the Company have been dematerlized.
Employee Stock Option Plan (ESOP)
The Company did not issue any employee stock options / equity shares
during the financial year under review, under the Employee StockOption
Scheme.
Public Deposits
During the year under review, your Company has not taken any public
deposits.
Directors
In accordance with the provisions of Section 256 of the Companies Act,
1956, Sh. Gaurav Kaura and Sh. Anil Tandon, Directors of the Company,
retire by rotation, and being eligible, offer themselves for
re-appointment.
None of the Directors to be appointed is disqualified under Section 274
(1) (g) of the Companies Act, 1956 read with Companies
(Disqualification of Directors under Section 274 (l)(g) of the
Companies Act, 1956) Rules, 2003.
Directors Responsibility Statement
The Directors hereby confirm:
i) that in preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors had prepared the annual accounts on a going
concern basis.
Report on Corporate Governance
The Company is committed to good corporate governance. The management
respects the rights of its shareholders to information on the
performance of the Company and its endeavor to maximize the long-term
value to shareholders of the Company.
Pursuant to Clause 49 of the listing agreement, a report on Corporate
Governance and a certificate from the auditors of the Company is
annexed hereto and forms part of the report.
Code of Conduct
All Board of Directors and senior management personnel have affirmed
their respective annual compliance with the provisions of Code of
Conduct, laid down by the Board to govern the conduct of Directors and
senior management of the Company by certain fundamental business
principles, ethics, value, policies and procedures with in the
applicable laws, rules and regulations.
Personnel
The particulars of employees as per Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, are set out in the statement annexed hereto as Annexure-I and
forms a part of this report.
Auditors
M/s B. Aggarwal & Company, Chartered Accountants, the Auditors of the
Company hold office up to the conclusion of the ensuing Annual General
Meeting. The Company has received a requisite certificate pursuant to
Section 224 (IB) of the Companies Act, 1956, regarding their
eligibility for re- appointment as Auditors of the Company. The
Auditors Report for the year under review is self-explanatory and does
not require any further comment.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information required under Section 217 (1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 with respect to their
matters is annexed hereto as Annexure-II and forms a part of this
report.
Acknowledgment
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
Inder Mohan Sood
Chairman and Managing Director
May 15th 2010, New Delhi