0Demo 0Call Back Ziman

Investor Relations

Corporate Governance

Your Company’s Board acts as an agency to safeguard good governance and functioning of the Company. The Board Members are professionals drawn from diverse areas with vast experience and knowledge. The Board Members enjoy uninterrupted freedom for expressing their views and ideas in respect of any item included in agenda. They have complete freedom to deliberate on other matters with the permission of Chairman subject to statutory restrictions. Statutory compliance reports are placed periodically before the Board by Managing Director / Chief Executive Officer for review by Board Members at Board meetings.

The Board of Directors consists of professionals drawn from diverse fields, who bring with them a wide range of professionalism, skills, knowledge, expertise, experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The Non-Executive including the Independent Directors bring external and wider perception and independence in the decision making. The Board from time to time reviews for addition to the Board and Senior Management of the Company (whether for expansion or for replacement), thereby planning for orderly succession to the Board of Directors and Senior Management.

As on March 31, 2015, the Board of your Company comprised of eight Directors, of which four are Independent, one Non-Independent, one Whole-time Director being a woman Director, and two Promoters; out of which one being Executive Director.

The Board is structured to maintain optimum combination of Independent and Non-Independent, as well as Executive and Non-Executive Directors with one woman Director in compliance with the requirements of Clause 49 (II) (A) of the Listing Agreement. The Chairman of the Board, being the Promoter of the Company, is a Non-Executive Director and hence half of the Board comprises of Independent Directors. There are no Institutional / Nominee Directors on the Board of the Company.

The composition of the Board and category of Directors are given in the below table:

Name of the DirectorCategory
Mr. Manohar Bidaye, ChairmanNon-Executive (Promoter)
Mr. Pramoud Rao, Managing DirectorExecutive (Promoter)
Mr. Mukul DesaiIndependent
Mr. Venu Raman KumarNon-Executive Non-Independent
Mr. K. D. HodavdekarIndependent
Mr. Vijay KalantriIndependent
Mr. Prabhakar Dalal (appointed w.e.f. June 27, 2014)Independent
Ms. Kunjan Trivedi (appointed w.e.f. March 26, 2015)Whole-time Director

The Company pays sitting fees to all its Non-Executive Directors for attending the meetings of the Board, Audit Committee and other Committees of the Company, except to Mr. Manohar Bidaye; who is paid monthly remuneration for rendering advisory services to the Company, as approved by the Shareholders and Central Government.

The details of remuneration paid to Mr. Manohar Bidaye and sitting fees paid to other Non-Executive Directors during the financial year are given under Para III (b) on Nomination and Remuneration Committee in this Report.

Mr. Venu Raman Kumar, a Non-Independent / Non-Executive Director during the year under review, held 400,000 Equity Shares as an Individual and 2,180,268 Equity Shares through Aark Singapore Pte. Ltd. wherein he is a Director and 100% Shareholder. Subsequent to end of the year under review, Mr. Venu Raman Kumar resigned from the Directorship of the Company effective from August 9, 2016.

Further, subsequent to the year end and till the date of this Report, Aark Singapore Pte. Ltd. sold 788,560 Equity Shares. As a result, Aark Singapore Pte. Ltd. holds 1,391,708 Equity Shares as on date of this Report.

No Independent Director is holding any Equity Shares or stock options in the Company.

  • Board Meetings held: During the year under review, the Board met on six (6) occasions, i.e. on May 27, 2015; August 12, 2015;November 5, 2015; December 18, 2015; February 8, 2016 and March 31, 2016. The maximum gap between the two meetings was not more than one hundred and twenty days as stipulated under Regulation 17(2) of the Listing Regulations. The information as specified in Part A of Schedule II of the Listing Regulations have been placed before the Board from time to time for its consideration.
  • Chairmanship / Membership: Pursuant to Regulation 26 of the Listing Regulations, all the Directors have confirmed to the Company that none of them is a member of more than ten committees, or is chairperson of more than five committees across all listed / unlisted public companies in which they are acting as Directors.
  • Periodical review of Compliance Reports: Reports on compliance with all statutory laws applicable to the Company have been periodically placed before the Board for review.
  • None of the Directors are related to each other in anyway.

 

Attendance of Directors at Board Meetings, Audit Committee Meetings, last Annual General Meeting (AGM) and number of other Directorship and Chairpersonship / Membership of Committees of each Director in various companies:

Particulars of other Directorships,1 
Committee Chairmanships / Memberships2

Attendance

Name of Director

Directorship

Committee Memberships3

Committee Chairpersonship

Board Meeting

Audit Committee Meeting

Last AGM

Mr. Manohar Bidaye

2

1

-

6

4

Yes

Mr. Pramoud Rao

2

-

-

6

N.A.

Yes

Mr. Mukul Desai

2

3

2

6

4

Yes

Mr. Venu Raman Kumar (resigned w.e.f. August 9, 2016)

-

-

-

3

N.A.

Yes

Mr. K. D. Hodavdekar

2

1

-

5

1

Yes

Mr. Vijay Kalantri
(resigned w.e.f. December 17, 2015)

8

6

2

Nil

3

No

Mr. Prabhakar Dalal

6

7

1

6

N.A.

Yes

Ms. Kunjan Trivedi
(ceased to be WTD w.e.f. March 25, 2016)

-

-

-

5

N.A.

Yes

Mr. Sanjeev Dayal
(appointed w.e.f. December 18, 2015)

-

-

-

2

N.A.

N.A.

  1. Alternate directorship, directorship / committee membership in private companies, foreign companies, companies under Section 8 of the Companies Act, 2013, are not included while calculating directorships in above table.
  2. Chairpersonship / Membership of only the Audit Committee and Stakeholders’ Relationship Committee of all public limited companies have been considered.
  3. Also includes the committees in which a Director holds position as a Chairperson.

As per the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, at every Annual General Meeting (AGM) of the Company, out of the two-third of the total number of Directors (excluding Independent Directors), one-third of such Directors are liable to retire by rotation. Accordingly, Mr. V. Raman Kumar is the Director retiring by rotation at the forthcoming Twenty First Annual General Meeting of the Company.

Mr. Manohar Bidaye (DIN: 00010699), being Non-Independent Non-Executive Director and eligible, has offered himself for re-appointment as a Director, liable to retire by rotation.

On December 18, 2015, Mr. Sanjeev Dayal (DIN: 03490363) was appointed as an Additional Director on Board of the Company, as per Section 161 of the Companies Act, 2013, to hold the office till the date of the ensuing Annual General Meeting. Under the provision of Section 160 of the Companies Act, 2013, your Company has received a notice, in writing, from a Member proposing Mr. Sanjeev Dayal’s candidature for the office of Director of the Company. It is proposed to appoint Mr. Dayal as an Independent Director not liable to retire by rotation, for a term upto March 31, 2018, subject to approval of the Members.

Further, Mr. K. D. Hodavdekar (DIN: 00406556) and Mr. Prabhakar Dalal (DIN: 00544948) whose first term as Independent Directors of the Company expired on March 31, 2016 and June 26, 2016 respectively, were appointed as Additional Directors pursuant to Section 160 of the Companies Act, 2013, to hold the office until the date of this Annual General Meeting. Further, the Board of Directors of the Company, proposed appointments of Mr. K. D. Hodavdekar and Mr. Prabhakar Dalal as Independent Directors for a second term, in accordance with provisions of Section 149 of Companies Act, 2013 subject to the approval of the Members at the ensuing Annual General Meeting. The Company has received notices, in writing, under Section 160 of the Companies Act, 2013 from Members proposing their candidatures for the office of Directors. It is proposed to appoint Mr. Hodavdekar and Mr. Dalal as Independent Directors not liable to retire by rotation, for a term upto September 28, 2021 effective from the date of the Annual General Meeting.

As required under Listing Regulations, brief resume of all the four Directors, seeking appointment / re-appointment respectively at the ensuing AGM, alongwith the list of other companies in which they hold directorships and memberships of the Committees of the Board are furnished hereunder:

Name of the DirectorMr. Manohar BidayeMr. K. D. Hodavdekar
Father’s NameLate Shri Gopal BidayeShri Dattaram Hodavdekar
Date of BirthNovember 11, 1963March 18, 1951
Date of AppointmentDecember 1, 1994August 4, 2011 / April 1, 2016*
Directors Identification Number0001069900406556
NationalityIndianIndian
Expertise in specific functional areasCorporate Planning, Corporate Law, Finance, Taxation and other related areasBanking, Finance, Restructuring, Reconstruction
QualificationM.Com, LL.B., Company SecretaryM.Com., LL.B, C.A.I.I.B.
Number of Directorships in other companies112
List of outside directorships held (includes public, private, foreign companies, companies under Section 8)
  • Zicom SaaS Private Limited
  • Unisafe Fire Protection Specialists India Private Limited
  • Baronet Properties & Investmenst Private Limited
  • Coronet Properties & Investments Private Limited
  • Progressive Equifin Private Limited
  • Success Equifin Private Limited
  • Chaitra Telenet Private Limited
  • ASTM Skills Private Limited (erstwhile known as Institute of Advanced Security Training and Management Private Limited)
  • Unisafe Fire Protection Specialists LLC, Dubai
  • Phoenix International WLL, Qatar
  • Zicom Security Projects Pte. Ltd.
  • The Western India Trustee and Executor Company Limited
  • Zicom SaaS Private Limited
List of other committees in which Director is member / chairman (includes all chairmanships / memberships of Audit Committee, Stakeholders’ Relationship Committee and Nomination and Remuneration Committee of all public limited companies)
  • Zicom SaaS Private Limited – Member of Audit Committee
  • Zicom SaaS Private Limited – Member of Nomination and Remuneration Committee
  • Zicom SaaS Private Limited – Member of Audit Committee
  • Zicom SaaS Private Limited – Member of Nomination and Remuneration Committee
Number of shares held in the Company430,100Nil
Name of the DirectorMr. Prabhakar DalalMr. Sanjeev Dayal
Father’s NameLate Shri Ramchandra DalalShri Shankar Dayal
Date of BirthJanuary 9, 1953September 20, 1955
Date of AppointmentJune 27, 2014 / June 27, 2016*December 18, 2015
Directors Identification Number0054494803490363
NationalityIndianIndian
Expertise in specific functional areasCommercial & Development Banking, Export Finance, Institutional Building, Institutional and International Relations, Human Resource ManagementEvaluation of new technologies and products for induction into the Special Protection Group
QualificationM.Com, LL.B, C.A.I.I.B., P.G.D.F.E.R.M., P.G.D.S.L.Masters in Business Economics, B.Com.
Number of Directorships in other companies7Nil
List of outside directorships held (includes public, private, foreign companies, companies under Section 8)
  • Ajanta Pharma Limited
  • Commercial Engineers & Body Builders Co. Limited
  • Tata Capital Forex Limited
  • Tema India Limited
  • TC Travel and Services Limited
  • Tata Securities Limited
Nil
List of other committees in which Director is member / chairman (includes all chairmanships / memberships of Audit Committee, Shareholders’ Grievance Committee and Nomination and Remuneration Committee of all public limited companies)
  • TC Travel and Services Limited – Member of Audit Committee;
  • TC Travel and Services Limited – Member of Nomination & Remuneration Committee;
  • Tata Capital Forex Limited – Member of Audit Committee;
  • Tata Capital Forex Limited – Member of Nomination & Remuneration Committee;
  • Tema India Limited – Chairman of Audit Committee;
  • Tata Securities Limited – Member of Audit Committee;
  • Tata Securities Limited – Member of Nomination & Remuneration Committee;
  • Ajanta Pharma Limited –Member of Audit Committee;
  • Ajanta Pharma Limited –Member of Nomination & Remuneration Committee;
  • Commercial Engineers & Body Builders Co. Ltd. – Member of Audit Committee;
  • Commercial Engineers & Body Builders Co. Ltd. – Member of Stakeholders’Relationship Committee
Nil
Number of shares held in the CompanyNilNil

The composition, quorum, powers, role, etc., of the Audit Committee are in accordance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Audit Committee acts as a link between the Auditors and the Board of Directors. The Audit Committee inter-alia keeps checks on the adequacy of the internal control systems, financial disclosures and statutory compliances.

Composition:The Audit Committee comprises of three Non-Executive Directors, all of them being financially literate and having accounts and financial management knowledge. Majority i.e. two-thirds of the Audit Committee Members are Independent. Mr. Mukul Desai, Chairman of the Audit Committee, is in practice as a Chartered Accountant since 1982 and has varied experience in the field of audit and taxation. He has developed expertise in corporate law matters, direct and indirect taxation laws, corporate finance structuring, among others. The Chief Financial Officer (CFO) and representatives of the Statutory Auditors and Internal Auditors remain present at the Meetings. The Company Secretary acts as Secretary to the Committee Meetings. The Audit Committee invites such of the executives, professionals and other persons, as it deem necessary for its functioning.

The Chairman of Audit Committee was present at the Annual General Meeting held on September 29, 2015.

During the year under review, Mr. Vijay Kalantri, a Member of the Audit Committee resigned and as a result the Audit Committee was re-constituted by the Board at its meeting held on December 18, 2015 with the appointment of Mr. K. D. Hodavdekar as a Member of the Committee.

The Members of the Audit Committee are as follows:

Name of Committee MemberDesignation
Mr. Mukul DesaiChairman (Independent)
Mr. Manohar BidayeMember Non-Executive (Promoter)
Mr. Vijay Kalantri
(resigned w.e.f. December 17, 2015)
Member (Independent)
Mr. K. D. Hodavdekar
(appointed w.e.f. December 18, 2015)
Member (Independent)

Objective:The Audit Committee is constituted by the Board with intent to assist the later in its oversight of - (i) the quality and integrity of the accounting, auditing and reporting practices of the Company; (ii) the integrity of the financial statements, the appointment, independence, performance and remuneration of the Statutory and Internal Auditors; (iii) the independent auditor’s qualifications; (iv) the performance of the Company’s internal audit function and independent auditors; and (v) the compliance with the legal and regulatory requirements.

Meetings:During the year under review, the Audit Committee met four times on May 27, 2015; August 12, 2015; November 5, 2015; and February 8, 2016. The maximum time gap between two meetings did not exceed a period of one hundred and twenty days. The quorum of the Audit Committee meeting is two Independent Members. Requisite quorum was present at all the Committee meetings held during the year. The attendance of Members at the Audit Committee meetings held during the year is given in the table under Para II (F) above.

Terms of Reference:

The terms of reference of the Audit Committee covers the following:

i. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. Recommending to the Board, the appointment, re-appointment, terms of appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees.

iii. Approving payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

iv. Reviewing, with the management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:

a.Matters required to be included in the Director’s Responsibility Statement forming part of the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by the management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to Financial Statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft Audit Report.

v. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval.

vi. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

vii. Review and monitor the Auditor’s independence and performance, and effectiveness of audit process.

viii. Approval or any subsequent modification of transactions of the Company with related parties.

ix. Scrutiny of inter-corporate loans and investments.

x. Valuation of undertakings or assets of the company, wherever it is necessary.

xi. Evaluation of internal financial controls and risk management systems.

xii. Reviewing, with the Management, the performance of Statutory and Internal Auditors, and adequacy of the internal control systems.

xiii. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

xiv. Discussion with Internal Auditors, any significant findings and follow up thereon.

xv. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

xvi. Discussion with the Statutory Auditors before the audit commences, about the nature and scope of audit as well as post audit discussions to ascertain any area of concern.

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

xviii. To review the functioning of the Whistle Blower Mechanism.

xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

xx. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Further, the Audit Committee mandatorily reviews and considers all the matters, prescribed under Part C (B) of Schedule II of the Listing Regulations as are periodically placed before it. The Committee also recommends on the appointment of the Internal Auditor to the Board.

The composition, quorum, powers, role, etc., of the Nomination and Remuneration Committee are in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

Composition:During the year under review, Mr. Vijay Kalantri,a Member of the Committee resigned as a Director of the Company, effective from December 17, 2015, as a result at the end of the year, Nomination and Remuneration Committee comprises of three Independent Directors (earlier being four Directors) as detailed below:

Name of Committee MemberDesignation in Committee
Mr. Mukul DesaiChairman (Independent)
Mr. K. D. HodavdekarMember (Independent
Mr. Prabhakar DalalMember (Independent)
Mr. Vijay Kalantri
(resigned w.e.f. December 17, 2015)
Member (Independent)

Terms of Reference:

The Terms of Reference inter-alia includes the following:

  1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
  2. To formulate the criteria for evaluation of Independent Directors and the Board.
  3. To devise a policy on Board diversity.
  4. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and / or removal.
  5. To carry out evaluation of every Director’s performance.
  6. To provide reports after completion of evaluation process by the Directors.
  7. To recommend / review remuneration of the Managing Director and Whole-time Director based on performance and defined assessment criteria.
  8. To administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Scheme.
  9. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
  10. To perform such other functions as may be necessary or appropriate for the performance of its duties.

Meetings:During the year under review, the Committee met three times on May 27, 2015, December 4, 2015 and March 10, 2016. The necessary quorum was present for all the Meetings. The Chairman of the Committee was present at the Annual General Meeting held on September 29, 2015 to answer shareholders queries. The attendance of each Member at the said Meetings is stated below:

Name of Committee MemberNo. of Meetings attended
Mr. Mukul Desai3
Mr. Vijay Kalantri
(resigned w.e.f. December 17, 2015)
Nil
Mr. K. D. Hodavdekar3
Mr. Prabhakar Dalal3

Remuneration Policy:

The Nomination and Remuneration Committee recommends the remuneration, including the commission based on the Net Profits of the Company, for the Managing Director / Director / other Whole-Time Directors (as the case may be), for approval by the Board and Members. Prior approval of Members is obtained in case of remuneration to Non-Executive Directors, except for sitting fees to the extent permitted. The remuneration paid is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance and review of remuneration packages of managerial personnel of other organizations. Perquisites and retirement benefits are paid according to the Company policy as applicable to senior executives of the Company, subject to prescribed statutory ceiling.

While formulating the remuneration policy, the Nomination and Remuneration Committee ensures that:

  1. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
  2. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
  3. remuneration to Directors, Key Managerial Personnel andSenior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals / business executives. Non-Executive Directors are paid sitting fees for attending the meetings of the Board and various other Committees, which is determined keeping in view comparable industry and corporate standards. As the Chairman is paid monthly remuneration in accordance with approval of Members and Central Government, he is not entitled for sitting fees.

The remuneration of employees largely consists of basic salary, perquisites, bonus and performance incentives. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The main objective of the remuneration policy is to motivate each and every employee and to stimulate excellence in their performance, recognise merits / achievements in order to retain the talent in the Company and to promote the feeling of belongingness.

In addition to the above, the Directors (other than Promoters and Independent Directors) and the employees may be granted stock options under the Employees Stock Options Scheme of the Company as may be approved by the Shareholders and decided by the Nomination and Remuneration Committee of Directors from time to time.

Details of Remuneration to Directors:

ParticularsRemuneration to Mr. Pramoud Rao, Managing Director (Executive Director)Remuneration to Mr. Manohar Bidaye, Chairman (Non-Executive Director)Remuneration to Ms. Kunjan Trivedi, Whole-time Director (Executive Director) (upto March 25, 2016)
Terms of Appointment

With approval of the Members, the term of Mr. Pramoud Rao, as Managing Director was renewed for a period of five years i.e. from March 1, 2012 till February 28, 2017. However, the terms of his remuneration was approved for a period of three year i.e. upto February 28, 2015, which was subsequently renewed on the same terms, for the balance period of two years i.e. till February 28, 2017, vide a Special Resolution passed by the Members. Remuneration paid to Mr. Pramoud Rao during 2015-16 is as under:

Salary (including Basic, HRA, Special Allowance, CCA)
Rs. 5,313,000
Commission
Rs. 192,000
Medical
Rs. 15,000
LTA
Rs. 192,000
PF
Rs. 21,600
Total
Rs. 5,541,600

The Central Government vide its letter dated August 27, 2012 has approved payment of remuneration to Mr. Manohar Bidaye, for a further period of five years w.e.f. April 1, 2012, with an overall ceiling limit of ` 800,000 per month. During the financial year ended March 31, 2016, he was paid a monthly remuneration of 311,215 i.e. tota l remuneration of` 3,734,580 for rendering his advisory services to the Company.

Vide a Special Resolution passed in the Annual General Meet ing dated September 29, 2015, Ms. Kunjan Trivedi, was appointed as a Whole-time Director for a period of one year effective from March 26, 2016. Upon expiry of the term of her appointment, Ms. Kunjan Trivedi ceased to be the Whole-time Director effective from March 25, 2016, however she continues to be Company Secretary of the Company.

Remuneration paid to Ms. Kunjan Trivedi for the period from April 1, 2015 to March 25, 2016 as Whole-time Director and Company Secretary computed proportionately, is as under:

Salary (including Basic, HRA, Special Allowance, CCA)
Rs. 882,900
Commission
Rs. Nil
Medical
Rs. 15,000
LTA
Rs. 18,000
PF
Rs. 21,600
Total
Rs. 937,500
Contractual basisYesYesNo
Commission & Fixed Components

Commission up to 2% of Net Profit for each financial year (as may be decided by the Board) and other fixed components which forms part of remuneration. No Commission has been paid for financial year 2015-16.

He is not entitled to any commission on the Net Profit of the Company.

She is not entitled to any commission on the Net Profit of the Company.

Notice period for severance & severance fees

Six months. Compensation for severance of services would be computed in accordance with applicable provision of the Companies Act.

Three months. Compensation for severance is three months remuneration.

One month. Compensation for severance is one month remuneration.

Perquisites

Entitled as per the Agreement.

Entitled as per the Agreement.

Entitled as per Company's policies and rules.

Sitting Fees

Not entitled for sitting fees for attending meetings of the Board of Directors or any of its Committees.

Not entitled for sitting fees for attending meetings of the Board of Directors or any of its Committees.

Not entitled for sitting fees for attending meetings of the Board of Directors or any of its Committees.

Absence or inadequacy of profits

In the event of absence or inadequacy of profits in any financial year during the tenure of Managing Director, he would be entitled for the aforesaid remuneration, perquisites / benefits as the minimum remuneration, subject to the ceiling limits prescribed under Schedule V and other applicable provisions of the Companies Act, 2013; subject to necessary approval from the Central Government (if required).

--

In the event of absence or inadequacy of profits in any financial year during the tenure of Whole-time Director, she was entitled for the aforesaid remuneration, perquisites / benefits as the minimum remuneration, subject to the ceiling limits prescribed under Schedule V and other applicable provisions of the Companies Act, 2013; subject to necessary approval from the Central Government (if required).

Remuneration to other Non-Executive Directors

  • Remuneration by way of sitting fees for attending Board and Committee meetings are paid to Non-Executive Directors (other than the Chairman). Sitting fees vary from type of meetings attended.
  • During the year, the Non-Executive Directors were paid sitting fees for attending each of the following meetings of the Company as under:
    Type of MeetingsSitting fees (in Rs.)
    Board Meeting
    15,000
    Audit Committee Meeting
    5,000
    Stakeholders' Relationship Committee Meeting
    1,500
    Other Committees Meetings
    2,500
  • Details of sitting fees paid to Non-Executive Directors during the year are as under:
    Name of Non-Executive DirectorsSitting fees (in Rs.)
    Mr. Mukul Desai
    150,500
    Mr. Vijay Kalantri
    (resigned w.e.f. December 17, 2015)
    35,000
    Mr. K.D. Hodavdekar
    107,500
    Mr. Venu Raman Kumar
    (resigned w.e.f. August 9, 2016)
    45,000
    Mr. Prabhakar Dalal
    115,000
    Mr. Sanjeev Dayal
    (appointed w.e.f. December 18, 2015)
    45,000
    Total
    498,000
  • Except Mr. Manohar Bidaye, who draws remuneration from the Company as stated above, no other Non-Executive Director has any material pecuniary relationship or transactions with the Company.
  • Mr. Manohar Bidaye, Promoter and Non-Executive Director, holds 430,100 Equity Shares as an individual. Besides, Mr. Manohar Bidaye is Director / Shareholder in four private companies who are holding shares in the Company as per details given below:
    Sr. No.Name of the CompanyNo. of Shares held% of shareholding
    1Baronet Properties and Investments Private Limited
    1,535,652
    7.60
    2Coronet Properties and Investments Private Limited
    1,386,286
    6.86
    3Progressive Equifin Private Limited
    145,264
    0.72
    4Success Equifin Private Limited
    60,521
    0.30
    Mr. Venu Raman Kumar, a Non-Independent / Non-Executive Director during the year under review, held 400,000 Equity Shares as an Individual and 2,180,268 Equity Shares through Aark Singapore Pte. Ltd. wherein he is a Director and 100% Shareholder. Subsequent to end of the year under review, Mr. Venu Raman Kumar resigned from the Directorship of the Company effective from August 9, 2016.

    Except for Mr. Manohar Bidaye and Mr. Venu Raman Kumar, as aforesaid, no other Non-Executive Directors hold any quity
    Shares of the Company.

  • No Directors were granted any Stock Options during the year under review, and none of them hold any Stock Options of the Company.
  • None of the Directors hold any convertible instruments in the Company.
Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the annual performance evaluation of the Board was carried out. The Board / Nomination and Remuneration Committee of Directors have laid down the criteria for evaluation of the performance of the Board, its Committees and individual Directors. A structured questionnaire prepared covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committee, Board procedures, development, etc. was circulated to Directors for the purpose of evaluation.

The Nomination and Remuneration Committee at its meeting held on March 10, 2016 evaluated the performance of individual Directors of the Board.

The Independent Directors at their meeting held on March 10, 2016, carried out the performance evaluation of Board as a whole, its Committees, Chairman of the Company and Non-Independent Directors. Subsequently, the Board at its meeting held on March 31, 2016, discussed and evaluated the performance of the Board, its Committees and individual Directors.

The composition, role, etc., of the Stakeholders’ Relationship Committee are in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

Composition:Stakeholders’ Relationship Committee comprises of following three Directors:

Name of Committee MemberDesignation in Committee
Mr. Manohar BidayeChairman (Non-Executive Promoter)
Mr. Pramoud RaoMember (Executive Promoter)
Mr. Mukul DesaiMember (Non-Executive Independent)

Terms of Reference: The terms of reference, inter alia, are as follows:

  1. To approve or deal with applications for transfer, transmission, transposition and mutation of share certificates including duplicate, split, renewal, sub-division or consolidation of certificates and to deal with all related matters.
  2. To look into and redress Shareholders / investors grievances relating to:
    1. Transfer of shares;
    2. Non-receipt of declared dividends;
    3. Non-receipt of annual reports;
    4. All such complaints directly concerning the Shareholders / investors as stakeholders of the Company; and
    5. Any such matters that may be considered necessary in relation to Shareholders and investors of the Company.
  3. To oversee the performance of the Company's Registrar and Transfer Agents.
  4. To monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.

Meetings:

The Stakeholders Relationship Committee generally meets once in a month depending on the frequency of grievances / transfer / duplicate requests received from the Shareholders. In the financial year 2015-16, the Committee met 12 times. The attendance of each Member at the said Meetings is stated below:

Name of Committee MemberNo. of meetings attended
Mr. Manohar Bidaye12
Mr. Pramoud Rao12

Mr. Mukul Desai

12

 

Compliance Officer:Ms. Kunjan Trivedi, Company Secretary, is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Regulations with the Stock Exchanges in India.

Investor Grievance Redressal: The Company addresses all complaints, suggestions and grievances expeditiously and replies have normally been sent / issued within 7-10 days, except in case of dispute over facts or other impediments. During the year, the Company received 13 complaints from the shareholders and all were duly resolved. As on March 31, 2016 no complaint was pending.

As during the year under review, there were no unresolved complaints and hence the requirement of giving details does not apply.

Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee was constituted.

Composition:

Corporate Social Responsibility (CSR) Committee comprises of following three Directors:

Name of Committee MemberDesignation in Committee
Mr. Manohar BidayeChairman (Non-Executive Promoter)
Mr. Pramoud RaoMember (Executive Promoter)
Mr. K. D. HodavdekarMember (Independent)

Terms of Reference:

  1. To formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act 2013;
  2. To recommend the amount of expenditure to be incurred on the CSR activities; and
  3. To monitor the CSR Policy of the Company from time to time.

Meetings:

During the year under review, two meetings of CSR Committee were held on May 12, 2015 and March 31, 2016. All the Members were present at the Meetings.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2015-16

1

A brief outline of the Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs

The CSR Policy of the Company focuses on three core areas viz.

  • Education;

  • Skill Development; and

  • Creation of job opportunities

All the three focus areas taken together helps the Company to achieve objective of its CSR Policy i.e. boosting economic development of society at large with the help of quality education and skill development, which in turn provides rural mass an opportunity to improve their quality of life by getting better job and earning.

To achieve the above objectives, Company has undertaken Project of re-development and construction of High School building in rural area of Sindhudurg District in Maharashtra at a total outlay of ` 1.80 crores. The Project is at its final stage with completion of building construction and other infrastructure and facilities for the School are being arranged.

The CSR Policy of the Company is available on its website at the link: http://beta.zicom.com/img/pdf/ZESSL_Corporate_Social_Responsibility_Policy.pdf

2

Composition of CSR Committee

  • Mr. Manohar Bidaye – Chairman

  • Mr. Pramoud Rao – Member

  • Mr. K. D. Hodavdekar – Member

3

Average Net Profit of the Company for last three financial years

Rs. 42,545,137
4

Prescribed CSR Expenditure (2% of the amount as in item no. 3 above)

Rs. 851,000
5

Details of CSR spent during the financial year:

 

a) Total amount to be spent for the financial year

Rs. 851,000
 

b) Amount unspent, if any

Rs. 851,000
 

c) Manner in which the amount spent during the financial year

Not Applicable

DETAILS OF AMOUNT SPENT ON CSR ACTIVITIES DURING THE FINANCIAL YEAR 2015-16

Sr. No.CSR Project or Activity IdentifiedSector in which the Project is covered (clause no. of Schedule VII to the Companies Act, 2013, as amended)Projects or Programs
1) Local Area or Other
2) Specify theState and District where Projects or Programs was undertaken
Amount Outlay (Budget) Project or Programs wiseAmount spent on the Projects or Programs Sub-Heads:
1) Direct Expenditure on Projects or Programs
2) Overheads
Cumulative Expenditure upto the reporting period i.e. FY 2014-15Amount Spent: Direct or through Implementing Agency
Nil

Reasons for Unspent amount: The Project for the School is multi-year Project running over a period of more than three years, the amount has to be spent based on completion schedule of construction of School building and subsequent ordering of materials for interiors, furniture, electrical fittings, laboratory and other equipments, etc.

Responsibility Statement of CSR Committee: We hereby declare that the implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.