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INVESTOR INFORMATION

Details of the previous three Annual General Meetings of the Members are as under:

Respective Financial Year2015-162014-152013-14
Date of MeetingSeptember 29, 2016September 29, 2015September 5, 2014
Time of Meeting10.30 a.m.10.30 a.m.3.00 p.m.
Place of MeetingM.I.G. Cricket Club, M.I.G. Colony, Bandra (East), Mumbai 400051.M.I.G. Cricket Club, M.I.G. Colony, Bandra (East), Mumbai 400051.M.I.G. Cricket Club, M.I.G. Colony, Bandra (East), Mumbai 400051.
Items of Special Resolution passed at each Meeting
  • To re-appoint Mr. K. D. Hodavdekar, as an Independent Director of the Company
  • To re-appoint Mr. Prabhakar Dalal, as an Independent Director of the Company
  • To approve appoint Ms. Kunjan Trivedi as a Whole-time Director and; her terms of remuneration for a period of one year i.e. from March 26, 2015 till March 25, 2016
  • To accord the terms of remuneration of Mr. Pramoud Rao, Managing Director for the balance period of two years of his tenure i.e. from March 1, 2015 till February 28, 2017.
  • To create securities in favour of Lenders u/s 180(1)(a) of the Companies Act, 2013.
  • To set borrowing limits of the Company u/s 180(1)(c) of the Companies Act, 2013.

Details of Extraordinary General Meetings of the Members held in last three years are as under:

Financial Year2014-15
Date of MeetingJanuary 16, 2015
Time of Meeting10.30 a.m.
Place of MeetingMumbai Cricket Association Recreation Centre, RG – 2, G – Block, Near Laxmi Tower, Bandra Kurla Complex, Bandra (East), Mumbai 400051
Items of Special Resolution passed at each Meeting
  • To increase the limit of Investments in the Company’s shares and securities by Non-Resident Indian (NRIs) / Persons of Indian Origin (PIOs) upto 24% of paid-up Share Capital / value of other permissible securities of the Company.
  • To issue and allot upto 2,600,000 Equity Shares on preferential / private placement basis to Non-Promoters persons
    / entities pursuant to Section 62 and other applicable provisions of the Companies Act, 2013 and Rules made
    thereunder, read with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
  • To issue and allot upto 1,050,000 Warrants, carrying right to subscribe to equal number of Equity Shares, on
    preferential / private placement basis to Promoters’ Group Companies pursuant to Section 62 and other applicable
    provisions of the Companies Act, 2013 and Rules made thereunder, read with Chapter VII of SEBI (Issue of Capital
    and Disclosure Requirements) Regulations, 2009.

Details of Special Resolution passed through Postal Ballot:

During the year under review, the Company completed the process of one Postal Ballot as per the provisions of Section 110 of the Companies Act, 2013. The details are as under:

Financial Year2016-17
Date of MeetingFebruary 8, 2017
Time of Meeting4:00 p.m.
Place of declaration of ResultsResults declared at Registered Office of the Company
Items of Special Resolution passed through Postal ballot
  • To alter Memorandum and Articles of Association for increasing the Authorized Share Capital of the Company pursuant to Sections 13, 61, 64 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
  • To approve conversion of Debt into Equity Shares of the Company.
  • To approve re-appointment of Mr. Pramoud Rao (DIN: 00010743) as the Managing Director for a period of five years and the terms of his remuneration for a period of three years, both w.e.f. March 1, 2017 pursuant to Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule V of the Companies Act, 2013.

The voting was conducted through physical mode as well as electronic mode. For conducting Postal Ballot process in a fair and transparent manner, Ms. Purvi Vasha, Practicing Company Secretary, was appointed as the Scrutinizer to the Postal Ballot process. All the Special Resolutions were passed with requisite majority.

Based on the Scrutinizer’s Report, the Results of Postal Ballot were as under:

Increase in Authorized Share Capital of the Company and Alteration of Capital Clause in the Memorandum and Articles of Association of the Company.

Mode of VotingNo. of Shares held % of votes polled % of votes in favour % of votes in favour on votes polled No of Votes against % of votes against on votes polled
E-Voting20,199,8294,249,1924,245,34299.913,8500.09
Postal Ballot 1,712,8211,712,30299.9620.04
Total 20,199,8295,962,0135,957,64499.933,8520.07

Conversion of Debt into Equity Shares of the Company.

Mode of VotingNo. of Shares held % of votes polled % of votes in favour % of votes in favour on votes polled No of Votes against % of votes against on votes polled
E-Voting20,199,8294,249,1924,245,24299.912,9500.09
Postal Ballot 1,712,8211,712,30299.9720.03
Total 20,199,8295,962,0135,957,54499.933,9520.07

Re-appointment of Mr. Pramoud Rao (DIN: 00010743) as Managing Director of the Company for a period of five years effective from March 1, 2017 till February 28, 2022, including the terms of his remuneration for a period of three years effective from March 1, 2017 till February 29, 2020.

Mode of VotingNo. of Shares held % of votes polled % of votes in favour % of votes in favour on votes polled No of Votes against % of votes against on votes polled
E-Voting20,199,8294,249,1924,245,34299.864,8500.14
Postal Ballot 1,712,8211,712,30299.9720.03
Total 20,199,8295,962,0135,956,64499.914,8520.09

Detailed Results were posted on website of the Company www.zicom.com.

Code of Conduct for prohibition of insider trading:

The Securities and Exchange Board of India (SEBI) has over the years introduced various amendments to the Insider Trading Regulations of 1992 which ordain new action steps by corporates and other market intermediaries for the purposes of prohibition of Insider Trading.

The Company has instituted a comprehensive Code of Conduct namely “Zicom Electronic Security Systems Limited Code of Conduct for Prohibition of Insider Trading” (Code), for its Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.

The objective of this Code is to prevent purchase and / or sale of shares of the Company by an insider on the basis of unpublished price sensitive information. Under this Code, Directors and designated employees are completely prohibited from dealing in the Company’s shares during the closure of Trading Window. Further, the Code specifies the procedures to be followed and disclosures to be made by Directors and the designated employees, while dealing with the shares of the Company and enlists the consequences of any violations. The Company Secretary has been appointed as the Compliance Officer for monitoring adherence to the said Code.

  1. During the year under review, the Company had not entered into any material transaction with any of its related parties. Pursuant to the requirement of Regulation 23 of the Listing Regulations, the Company has formulated a Related Party Transactions Policy, which is available on Company’s website at http://beta.zicom.com/img/pdf/ZESSLRelated_Party_Transaction_Policy.pdf. The Policy is formulated with intend to ensure proper identification, approval process and reporting of transactions between the Company and its Related Party(ies).

    During the year, all transactions entered into with the related parties were in the ordinary course of business and on arm’s length basis and not in conflict with the interest of the Company. There were no materially significant transactions with related parties during the financial year. Related party transactions have been disclosed under Note 25.10 of Standalone Financial Statements. A statement in summary form of transactions with related parties in the ordinary course of business and arm’s length basis is periodically placed before the Audit Committee for review

  2. No treatment different from the accounting standards, prescribed by the Institute of Chartered Accountants of India, has been followed in the preparation of financial statements.

  3. In view of various business risks associated with the Company in general and certain risks specific to the Company and the nature of business of the Company and its subsidiaries, risk management policy of the Company is framed for implementation by executive management, so as to minimize such risks. The same is periodically reviewed by the Board and modified from time to time to meet the changing business scenario.

  4. During the last three years, there were no instances of non-compliance by the Company and no penalty or strictures were imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to the capital markets.

  5. Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 4(d) of the Listing Regulations, the Company has formulated a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct and same has been disclosed on the Company’s website at the link: http://beta.zicom.com/img/pdf/ZESSLWhistle_Blower_Policy.pdf. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. The Company has not denied access to any personnel to approach the Audit Committee on any issue.

  6. The Company is compliant with the applicable mandatory requirements of Part A of Schedule II of the Listing Regulations, relating to Corporate Governance. In addition to this, the Company also to the extent possible comply with the non-mandatory requirements prescribed in Part E of Schedule II of the Listing Regulations, such as –

(i) The Board / Separate posts of Chairperson and Chief Executive Officer:
The Company has separate post of Chairperson and Managing Director / Chief Executive Officer. Mr. Manohar Bidaye, Non-Executive Chairman of the Company is entitled to maintain a chairperson’s office at the listed entity’s expense and also allowed reimbursement of expenses incurred in performance of his duties; and Mr. Pramoud Rao is the Managing Director / Chief Executive Officer of the Company.

(ii) Shareholders’ Right:
The quarterly / half-yearly results alongwith the press-release are uploaded on the website of the Company at www.zicom.com.

(iii) Modified opinion(s) in audit report:
The Company’s financial statements are unqualified with the matter of emphasis.

  1. The Company has complied with corporate governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

  2. During the year under review, the Company did not make any public issue, right issue or preferential issue.

Pursuant to Regulation (E) of Schedule V of the Listing Regulations, a Compliance Certificate obtained from the Statutory Auditors, certifying that the Company has complied with the conditions of Corporate Governance is annexed to this Report.

Auditors Certificate on Compliance with the Corporate Governance

To the Members,
Zicom Electronic Security Systems Limited

We have examined the compliance of conditions of Corporate Governance by Zicom Electronic Security Systems Limited (hereinafter called “the Company”), for the year ended on March 31, 2017, as stipulated in Regulations 17 to 27; Regulation 46(2)(b) to (i); and paragraphs C, D & E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Regulations, as applicable, during the year ended March 31, 2017.

We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For S M M P & Associates
Chartered Accountants
Firm Registration No. 120438W

Sonal Parekh
Partner
Membership No. 139852
Mumbai, May 26, 2017

 

As required under Regulation 17(8) and as per the format prescribed under Part B of Schedule II of the Listing Regulations, a Compliance Certificate has been obtained from the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of the Company w.r.t. the financial reporting and internal controls in the Company. The said certificate was reviewed by the Audit Committee and taken on record by the Board of Directors at the respective meetings held on May 26, 2017.

Declaration pursuant to Schedule V (D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

I, Pramoud Rao, Managing Director of the Company, do hereby declare that pursuant to requirement of Schedule V (D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Members of Board of Directors and Senior Management Personnel of the Company have given their affirmation of compliance with the Code of Conduct of the Board of Directors and Senior Management of the Company in respect of the financial year ended March 31, 2017.

Pramoud Rao
Managing Director

Place : Mumbai
Date : May 26, 2017


The Company established procedures to disseminate, in a planned manner, relevant information to Members, analysts, employees and the society at large.

Press releases and presentations:All our press and news releases are submitted to the Stock Exchanges and are also posted on the Company’s website at www.zicom.com. The presentation made to the Financial Analysts and Investors are being shared with the Stock Exchanges and also being uploaded on the Company’s website.

Quarterly, Half-yearly and Annual results:Our quarterly, half-yearly and annual results are published in widely circulated national newspapers such as The Business Standard (English) (all Editions) and the local daily Mumbai Lakshadeep (Marathi) (Mumbai Edition). They are also filed on websites of the Stock Exchanges and are also displayed on the Company’s website at www.zicom.com

NSE Electronic Application Processing Systems (NEAPS): The NEAPS is a web based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, press releases, etc. are filed electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the "Listing Centre"): The Listing Centre of BSE is a web based application designed by BSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, press releases, etc. are also filed electronically on the Listing Centre.

SEBI Complaint Redress System (SCORES): The investor complaints are processed in a centralised web based complaints redress system. The significant features of SCORES are: Centralised database of all companies, online upload of Action Taken Report (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Website: In accordance with Regulation 62 of the Listing Regulations the Company has maintained a functional website www.zicom.com containing basic information about the Company viz., details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of designated officials of the Company who is responsible for assisting and handling investor grievances, etc. The contents of the said website are updated from time to time.

Annual Report: Annual Report containing audited standalone and consolidated financial statements together with Directors’ Report, Auditors’ Report and other important information are circulated to Members and others entitled thereto. The Annual Report is displayed on the website of the Company.

Stock Exchange(s): The Company from time to time disseminates to the Stock Exchanges (i.e. BSE and NSE), wherein its equity shares are listed, all mandatory information and price sensitive / such other information, which in its opinion are material and / or have a bearing on its performance / operations and issues press releases, wherever necessary, for the information of the public at large.

Members Correspondence: For the benefit of the Members, a separate email id has been created for Members correspondence viz. investors@zicom.com.