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 | Quarterly |
| Date of Report | 30-06-2023 |
| 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 | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| 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 the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | 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 | No | Active | NA | 01-01-1994 | 17-08-2022 | 1 | 0 | 0 | 0 | ||||||||
| 2 | Mr | Davinder Mohan Sood | AAWPS7833B | 00001756 | Executive Director | Not Applicable | 09-04-1963 | No | Active | NA | 28-12-1993 | 01-12-2022 | 1 | 0 | 2 | 0 | |||||||||
| 3 | Mr | Gaurav Mohan Sood | BPXPS3509H | 08772592 | Executive Director | Not Applicable | 30-07-1996 | No | Active | NA | 10-11-2020 | 30-09-2021 | 1 | 0 | 0 | 0 | |||||||||
| 4 | Mr | Gaurav Kaura | ASBPK4256B | 00001797 | Non-Executive - Independent Director | Not Applicable | 09-12-1977 | No | Active | NA | 26-09-2014 | 25-09-2019 | 105.4 | 1 | 1 | 2 | 2 | ||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether 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 the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | 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 | Avinash Verma | AADPV5183G | 01158958 | Non-Executive - Independent Director | Not Applicable | 28-04-1965 | No | Active | NA | 26-09-2014 | 25-09-2019 | 105.4 | 1 | 1 | 2 | 0 | ||||||||
| 6 | Mr | Sumit Mehta | AMVPM3910G | 05302285 | Non-Executive - Independent Director | Not Applicable | 25-08-1985 | No | Active | NA | 26-09-2014 | 25-09-2019 | 105.4 | 1 | 1 | 2 | 0 | ||||||||
| 7 | Ms | Neepa Chatterjee | AAAPC2951L | 05302341 | Non-Executive - Independent Director | Not Applicable | 25-06-1969 | No | Active | 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. |
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 | Textual Information(1) | |
| 2 | 00001797 | Gaurav Kaura | Non-Executive - Independent Director | Chairperson | 31-03-2003 | Textual Information(2) | |
| 3 | 01158958 | Avinash Verma | Non-Executive - Independent Director | Member | 30-05-2008 | Textual Information(3) | |
| 4 | 05302285 | Sumit Mehta | Non-Executive - Independent Director | Member | 14-06-2012 | Textual Information(4) | |
| 5 | 05302341 | Neepa Chatterjee | Non-Executive - Independent Director | Member | 12-11-2014 | Textual Information(5) | |
Sr Text Block | |
| Textual Information(1) | Actual dates of appointment of Executive Director in referred committees, is mentioned here. |
| Textual Information(2) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(3) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(4) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(5) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
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 | Textual Information(1) | |
| 2 | 01158958 | Avinash Verma | Non-Executive - Independent Director | Member | 30-05-2008 | Textual Information(2) | |
| 3 | 05302285 | Sumit Mehta | Non-Executive - Independent Director | Member | 14-06-2012 | Textual Information(3) | |
| 4 | 05302341 | Neepa Chatterjee | Non-Executive - Independent Director | Member | 12-11-2014 | Textual Information(4) | |
Sr Text Block | |
| Textual Information(1) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(2) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(3) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(4) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
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 | Textual Information(1) | |
| 2 | 00001797 | Gaurav Kaura | Non-Executive - Independent Director | Chairperson | 31-03-2003 | Textual Information(2) | |
| 3 | 01158958 | Avinash Verma | Non-Executive - Independent Director | Member | 30-05-2008 | Textual Information(3) | |
| 4 | 05302285 | Sumit Mehta | Non-Executive - Independent Director | Member | 14-06-2012 | Textual Information(4) | |
| 5 | 05302341 | Neepa Chatterjee | Non-Executive - Independent Director | Member | 12-11-2014 | Textual Information(5) | |
Sr Text Block | |
| Textual Information(1) | Actual dates of appointment of Executive Director in referred committees, is mentioned here. |
| Textual Information(2) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(3) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(4) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
| Textual Information(5) | Actual dates of appointment of Independent Directors (IDs) in referred committees, are mentioned here. Whereas, in COMPOSITION OF BOARD OF DIRECTORS, initial dates of appointments/ re-appointments of Independent Directors have been mentioned in accordance with the FAQs # 4 provided at Part 1 vide BSE Notice No. 20230410-45 dated 10-04-2023, instead of actual dates of appointment in Board of Directors. |
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 Independent Directors | Non-Executive - Independent Director | Chairperson | |
| 2 | 01158958 | Avinash Verma | Separate meeting Independent Directors | Non-Executive - Independent Director | Member | |
| 3 | 05302285 | Sumit Mehta | Separate meeting Independent Directors | Non-Executive - Independent Director | Member | |
| 4 | 05302341 | Neepa Chatterjee | Separate meeting 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 | 02-02-2023 | Yes | 7 | 7 | 4 | |||
| 2 | 30-05-2023 | 116 | 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 | 02-02-2023 | Yes | 5 | 5 | 4 | 0 | |||
| 2 | Audit Committee | 30-05-2023 | 116 | Yes | 5 | 5 | 4 | 0 | ||
| 3 | Nomination and remuneration committee | 02-02-2023 | Yes | 4 | 4 | 4 | 0 | |||
| 4 | Stakeholders Relationship Committee | 02-02-2023 | Yes | 5 | 5 | 4 | 0 | |||
| 5 | Other Committee | 02-02-2023 | Separate meeting 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 | Manish Kumar |
| 2 | Designation | Company Secretary and Compliance Officer |
Signatory Details | |
| Name of signatory | Manish Kumar |
| Designation of person | Company Secretary and Compliance Officer |
| Place | New Delhi |
| Date | 08-07-2023 |