General information about company | |
| Scrip code | 526775 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | |
| Name of the entity | VALIANT COMMUNICATIONS LIMITED |
| Date of start of financial year | 01-04-2019 |
| Date of end of financial year | 31-03-2020 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2020 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | ||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||
I. Composition of Board of Directors | ||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | |||||||||||||||||||
| Wether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | |||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Inder Mohan Sood | AAWPS7834G | 00001758 | Executive Director | Chairperson related to Promoter | CEO-MD | 03-09-1957 | NA | 01-01-1994 | 17-08-2019 | 36 | 1 | 0 | 0 | 0 | ||||
| 2 | Mr | Davinder Mohan Sood | AAWPS7833B | 00001756 | Executive Director | Not Applicable | 09-04-1963 | NA | 28-12-1993 | 01-12-2019 | 36 | 1 | 0 | 2 | 0 | |||||
| 3 | Mr | Gaurav Kaura | ASBPK4256B | 00001797 | Non-Executive - Independent Director | Not Applicable | 09-12-1977 | NA | 31-03-2003 | 25-09-2019 | 60 | 1 | 1 | 2 | 2 | |||||
| 4 | Mr | Avinash Verma | AADPV5183G | 01158958 | Non-Executive - Independent Director | Not Applicable | 28-04-1965 | NA | 30-05-2008 | 25-09-2019 | 60 | 1 | 1 | 2 | 0 | |||||
I. Composition of Board of Directors | ||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | ||||||||||||||||||||
Wether the listed entity has a Regular Chairperson | ||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | Sumit Mehta | AMVPM3910G | 05302285 | Non-Executive - Independent Director | Not Applicable | 25-08-1985 | NA | 14-06-2012 | 25-09-2019 | 60 | 1 | 1 | 2 | 0 | |||||
| 6 | Ms | Neepa Chatterjee | AAAPC2951L | 05302341 | Non-Executive - Independent Director | Not Applicable | 25-06-1969 | NA | 26-09-2014 | 25-09-2019 | 60 | 1 | 1 | 2 | 0 | |||||
Text Block | ||
| Textual Information(1) |
| |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | The appointment referred is the 1st initial appointment of the committee referred. However, the directorship is renewed from time to time in accordance with the applicable provisions, as amended from time to time.
The date of appointment in Annex-1, Composition of Board of Directors refers the date of appointment in current term.
The provisions of the Companies Act relating to Corporate Social Responsibility are not applicable. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00001756 | Davinder Mohan Sood | Executive Director | Member | 31-07-2002 | ||
| 2 | 00001797 | Gaurav Kaura | Non-Executive - Independent Director | Chairperson | 31-03-2003 | ||
| 3 | 01158958 | Avinash Verma | Non-Executive - Independent Director | Member | 30-05-2008 | ||
| 4 | 05302285 | Sumit Mehta | Non-Executive - Independent Director | Member | 14-06-2012 | ||
| 5 | 05302341 | Neepa Chatterjee | Non-Executive - Independent Director | Member | 12-11-2014 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00001797 | Gaurav Kaura | Non-Executive - Independent Director | Chairperson | 31-03-2003 | ||
| 2 | 01158958 | Avinash Verma | Non-Executive - Independent Director | Member | 30-05-2008 | ||
| 3 | 05302285 | Sumit Mehta | Non-Executive - Independent Director | Member | 14-06-2012 | ||
| 4 | 05302341 | Neepa Chatterjee | Non-Executive - Independent Director | Member | 12-11-2014 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00001756 | Davinder Mohan Sood | Executive Director | Member | 31-07-2002 | ||
| 2 | 00001797 | Gaurav Kaura | Non-Executive - Independent Director | Chairperson | 31-03-2003 | ||
| 3 | 01158958 | Avinash Verma | Non-Executive - Independent Director | Member | 30-05-2008 | ||
| 4 | 05302285 | Sumit Mehta | Non-Executive - Independent Director | Member | 14-06-2012 | ||
| 5 | 05302341 | Neepa Chatterjee | Non-Executive - Independent Director | Member | 12-11-2014 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | |||||||
Annexure 1 | |||||||
III. Meeting of Board of Directors | |||||||
| Disclosure of notes on meeting of board of directors explanatory | |||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | 14-11-2019 | Yes | 6 | 4 | |||
| 2 | 07-02-2020 | 84 | Yes | 6 | 4 | ||
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | Audit Committee | 14-11-2019 | Yes | 5 | 4 | |||
| 2 | Audit Committee | 07-02-2020 | 84 | Yes | 5 | 4 | ||
| 3 | Nomination and remuneration committee | 07-02-2020 | Yes | 4 | 4 | |||
| 4 | Stakeholders Relationship Committee | 07-02-2020 | Yes | 5 | 4 | |||
| 5 | Other Committee | 07-02-2020 | Independent Directors' separate meeting | Yes | 4 | 4 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Inder Mohan Sood |
| 2 | Designation | Managing Director |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | www.valiantcom.com | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.valiantcom.com | |
| 3 | Composition of various committees of board of directors | Yes | www.valiantcom.com | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.valiantcom.com | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | www.valiantcom.com | |
| 6 | Criteria of making payments to non-executive directors | Yes | www.valiantcom.com | |
| 7 | Policy on dealing with related party transactions | Yes | www.valiantcom.com | |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | www.valiantcom.com | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.valiantcom.com | |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | www.valiantcom.com | |
| 11 | email address for grievance redressal and other relevant details | Yes | www.valiantcom.com | |
| 12 | Financial results | Yes | www.valiantcom.com | |
| 13 | Shareholding pattern | Yes | www.valiantcom.com | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | NA | ||
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | www.valiantcom.com | |
| 18 | Credit rating or revision in credit rating obtained | NA | ||
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | www.valiantcom.com | |
| 20 | Whether company has provided information under separate section on its website as per Regulation 46(2) | Yes | www.valiantcom.com | |
| 21 | Materiality Policy as per Regulation 30 | Yes | www.valiantcom.com | |
| 22 | Dividend Distribution policy as per Regulation 43A (as applicable) | NA | ||
| 23 | It is certified that these contents on the website of the listed entity are correct | Yes | www.valiantcom.com | |
| Disclosure of notes on website in terms of Listing Regulations explantory [Text Block] | Textual Information(1) | |||
Text Block | |
| Textual Information(1) | All above reported compliance related to the relevant disclosures at website of the Company, are subject to the pertaining main legal provisions in respect thereof. |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1), 17(1A) & 17(1B) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Quorum of Board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 18 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 19 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 20 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 22 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 23 | Meeting of Risk Management Committee | 21(3A) | NA | |
| 24 | Vigil Mechanism | 22 | Yes | |
| 25 | Policy for related party Transaction | 23(1),(1A),(5),(6),(7) & (8) | Yes | |
| 26 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 27 | Approval for material related party transactions | 23(4) | NA | |
| 28 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 29 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 30 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Annual Secretarial Compliance Report | 24(A) | Yes | |
| 32 | Alternate Director to Independent Director | 25(1) | NA | |
| 33 | Maximum Tenure | 25(2) | Yes | |
| 34 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 35 | Familiarization of independent directors | 25(7) | Yes | |
| 36 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 37 | D & O Insurance for Independent Directors | 25(10) | NA | |
| 38 | Memberships in Committees | 26(1) | Yes | |
| 39 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 40 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 41 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided | Textual Information(1) | |||
Text Block | |||
| Textual Information(1) | The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies 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. However, the provisions of regulation 21 are not applicable at present.
The Company has not enetered in any material related party transaction during the year and quarter ended 31-03-2020. The Company is in compliance as per explanation provided in regualtion 24(1). | ||
Annexure II | ||
| 1 | Name of signatory | Inder Mohan Sood |
| 2 | Designation | Managing Director |
Annexure II | |||
III. Affirmations | Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes | |
| Any other information to be provided | |||
Annexure II | ||
| 1 | Name of signatory | Inder Mohan Sood |
| 2 | Designation | Managing Director |
Signatory Details | |
| Name of signatory | Inder Mohan Sood |
| Designation of person | Managing Director |
| Place | New Delhi |
| Date | 01-04-2020 |