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Directors Report of Valiant Communications Ltd.

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 C€ 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 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.

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



 
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