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 | 01-04-2023 |
Date of end of financial year | 31-03-2024 |
Reporting Quarter | Yearly |
Date of Report | 31-03-2024 |
Risk management committee | Not Applicable |
Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
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) | ||||||||||||||||||||||||
Whether 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 | |||||||||||||||||
1 | Mr | Inder Mohan Sood | AAWPS7834G | 00001758 | Executive Director | Chairperson related to Promoter | CEO-MD | 03-09-1957 | |||||||||||||||||
2 | Mr | Davinder Mohan Sood | AAWPS7833B | 00001756 | Executive Director | Not Applicable | 09-04-1963 | ||||||||||||||||||
3 | Mr | Gaurav Mohan Sood | BPXPS3509H | 08772592 | Executive Director | Not Applicable | 30-07-1996 | ||||||||||||||||||
4 | Mr | Gaurav Kaura | ASBPK4256B | 00001797 | Non-Executive - Independent Director | Not Applicable | 09-12-1977 | ||||||||||||||||||
5 | Mr | Avinash Verma | AADPV5183G | 01158958 | Non-Executive - Independent Director | Not Applicable | 28-04-1965 | ||||||||||||||||||
6 | Mr | Sumit Mehta | AMVPM3910G | 05302285 | Non-Executive - Independent Director | Not Applicable | 25-08-1985 | ||||||||||||||||||
7 | Ms | Neepa Chatterjee | AAAPC2951L | 05302341 | Non-Executive - Independent Director | Not Applicable | 25-06-1969 |
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||||
Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
1 | No | Active | |||||||||||||||||||||||
2 | No | Active | |||||||||||||||||||||||
3 | No | Active | |||||||||||||||||||||||
4 | No | Active | |||||||||||||||||||||||
5 | No | Active | |||||||||||||||||||||||
6 | No | Active | |||||||||||||||||||||||
7 | No | Active |
I. Composition of Board of Directors | |||||||||||||||||||||||||||
Sr | 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 [with reference to proviso to regulation 17A(1) & 17A(2)] | 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) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN | ||||||||||||||
1 | NA | 01-01-1994 | 17-08-2022 | 1 | 0 | 0 | 0 | ||||||||||||||||||||
2 | NA | 28-12-1993 | 01-12-2022 | 1 | 0 | 2 | 0 | ||||||||||||||||||||
3 | NA | 10-11-2020 | 30-09-2021 | 1 | 0 | 0 | 0 | ||||||||||||||||||||
4 | NA | 26-09-2014 | 25-09-2019 | 105.4 | 1 | 1 | 2 | 2 | |||||||||||||||||||
5 | NA | 26-09-2014 | 25-09-2019 | 105.4 | 1 | 1 | 2 | 0 | |||||||||||||||||||
6 | NA | 26-09-2014 | 25-09-2019 | 105.4 | 1 | 1 | 2 | 0 | |||||||||||||||||||
7 | NA | 26-09-2014 | 25-09-2019 | 105.4 | 1 | 1 | 2 | 0 |
Text Block | |
Textual Information(1) | This report on Corporate Governance is filed in the light of BSE Notice No. 20230410-45 dated 10-04-2023 and accordingly initial dates of appointments/ re-appointments of Independent Directors (IDs) have been mentioned in accordance with the FAQs # 4 provided at Part 1, instead of actual dates of appointment of IDs. |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
Disclosure of notes on composition of committees explanatory | Textual Information(1) |
Annexure 1 Text Block | ||
Textual Information(1) |
|
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 | 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 | ||
5 | 00001756 | Davinder Mohan Sood | Executive Director | Member | 31-07-2002 |
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 | |||||||
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 |
1 | 00001797 | Gaurav Kaura | Separate Meeting of Independent Directors | Non-Executive - Independent Director | Chairperson | |
2 | 01158958 | Avinash Verma | Separate Meeting of Independent Directors | Non-Executive - Independent Director | Member | |
3 | 05302285 | Sumit Mehta | Separate Meeting of Independent Directors | Non-Executive - Independent Director | Member | |
4 | 05302341 | Neepa Chatterjee | Separate Meeting of Independent Directors | Non-Executive - Independent Director | Member |
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) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
1 | 10-11-2023 | Yes | 7 | 7 | 4 | |||
2 | 01-02-2024 | 82 | Yes | 7 | 7 | 4 | ||
3 | 12-02-2024 | 10 | Yes | 7 | 7 | 4 | ||
4 | 11-03-2024 | 27 | Yes | 7 | 7 | 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) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
1 | Audit Committee | 10-11-2023 | Yes | 5 | 5 | 4 | 0 | |||
2 | Audit Committee | 01-02-2024 | 82 | Yes | 5 | 5 | 4 | 0 | ||
3 | Audit Committee | 12-02-2024 | 10 | Yes | 5 | 5 | 4 | 0 | ||
4 | Audit Committee | 11-03-2024 | 27 | Yes | 5 | 5 | 4 | 0 | ||
5 | Nomination and remuneration committee | 11-03-2024 | Yes | 4 | 4 | 4 | 0 | |||
6 | Stakeholders Relationship Committee | 11-03-2024 | Yes | 5 | 5 | 4 | 0 |
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
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) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
7 | Other Committee | 11-03-2024 | Separate Meeting of Independent Directors | Yes | 4 | 4 | 4 | 0 |
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 1000 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 | |
10 | Email address for grievance redressal and other relevant details | Yes | www.valiantcom.com | |
11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | 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 |
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 |
15.1 | 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 | ||
15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | 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 | Secretarial Compliance Report | Yes | www.valiantcom.com | |
21 | Materiality Policy as per Regulation 30 (4) | Yes | www.valiantcom.com | |
22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | www.valiantcom.com | |
23 | Disclosures under regulation 30(8) | Yes | www.valiantcom.com | |
24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
25 | Dividend Distribution policy as per Regulation 43A(1) | NA | ||
26 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | www.valiantcom.com | |
27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | www.valiantcom.com | |
28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | www.valiantcom.com |
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(1C), 17(1D) & 17(1E) | 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 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
20 | Meeting of Nomination and Remuneration Committee | 19(3A) | 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 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
26 | Meeting of Risk Management Committee | 21(3A) | NA | |
27 | Quorum of Risk Management Committee meeting | 21(3B) | NA | |
28 | Gap between the meetings of the Risk Management Committee | 21(3C) | NA | |
29 | Vigil Mechanism | 22 | Yes | |
30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (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. |
31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
32 | Approval for material related party transactions | 23(4) | NA | |
33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
36 | Alternate Director to Independent Director | 25(1) | Yes | |
37 | Maximum Tenure | 25(2) | Yes | |
38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
39 | Meeting of independent directors | 25(3) & (4) | Yes | |
40 | Familiarization of independent directors | 25(7) | 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. |
41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
42 | Directors and Officers insurance | 25(10) | NA | |
43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
44 | Memberships in Committees | 26(1) | Yes | |
45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
46 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
47 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
48 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
49 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2) | Yes | |
Any other information to be provided | Textual Information(1) |
Text Block | |||
Textual Information(1) | The Compliance Status marked as NA shows that the referred provisions was not applicable because of the absence of such event(s) in the reported period. |
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 |
Additional Half yearly Disclosure | |||||||
Applicability of disclosure | Not Applicable | ||||||
Reason for Non Applicability | Textual Information(1) |
Text Block | |
Textual Information(1) | No such incidence or event occurred. |
Details of Cyber security incidence | ||
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
Sr. | Date of the event | Brief details of the event |
Signatory Details | |
Name of signatory | Inder Mohan Sood |
Designation of person | Managing Director |
Place | New Delhi |
Date | 04-04-2024 |