Details of the previous three Annual General Meetings of the Members are as under:
|Respective Financial Year||2014-15||2013-14||2012-13|
|Date of Meeting||September 29, 2015||September 5, 2014||August 30, 2013|
|Time of Meeting||10.30 a.m.||3.00 p.m.||3.00 p.m.|
|Place of Meeting||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.||Mumbai Cricket Association Recreation Centre, RG – 2, G – Block, Bandra Kurla Complex, Mumbai 400051.|
|Items of Special Resolution passed at each Meeting||Nil|
Details of Extraordinary General Meetings of the Members held in last three years are as under:
|Date of Meeting||January 16, 2015|
|Time of Meeting||10.30 a.m.|
|Place of Meeting||Mumbai 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|
Details of Special Resolution passed through Postal Ballot:
During the year under review, no Special Resolution was passed through Postal Ballot. Further, no Special Resolution through Postal Ballot is proposed at the ensuing Annual General Meeting.
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of Insider Trading” (Code), for its Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,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The objective of this Code is to prevent purchase and / or sale of shares of the Company by an insider on the basis of unpublished price sensitive information.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.
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/ZESSL-Related_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 No. 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.
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.
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.
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.
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 afeguards 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.
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 statement are unqualified with the matter of emphasis.
The Company has complied with corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the Company did not make any public issue, right issue or preferential issue.
However, subsequent to end of the year under review, on August 9, 2016, the Company has cancelled 1,050,000 Warrants allotted to Promoters Group Companies viz. Baronet Properties & Investments Private Limited and Coronet Properties& Investments Private Limited issued at a conversion price of ` 160 per Equity Share. As a result of same, the application money received upon allotment of said Warrants (calculated @ 25% of share price to be issued upon exercise of option by such Warrant holders) were forfeited and the Securities Premium Account of the Company increased by Rs. 42,000,000/-
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, 2016, as stipulated in:
• Clause 49 of the Listing Agreement (“Listing Agreement”) of the Company with the Stock Exchanges for the period from April 1, 2015 to November 30, 2015;
• 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”) for the period from December 1, 2015 to March 31, 2016.
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 Agreement / Listing Regulations, as applicable, during the year ended March 31, 2016.
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 Shyam Malpani & Associates
Firm Registration No. 120438W
Membership No.: F - 34171
Mumbai, May 27, 2016
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 27, 2016.
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, 2016.
Place : Mumbai
Date : May 27, 2016
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, halfyearly 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.
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 Clause 54 of the Listing Agreement, 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. email@example.com.
- Notice of 20th Annual General Meeting, Friday, September 5, 2014, Mumbai, India
- Notice of Book Closure and E-voting
- Notice proposing candidature for the office of Director(s)
- Combined Voting Results (i.e. e-Voting & Poll) of 20th Annual General Meeting held on September 5, 2014
- Scrutinizer’s Report on e-Voting at 20th Annual General Meeting held on September 5, 2014
- Combined Scrutinizer’s Report on e-Voting & Poll at 20th Annual General Meeting held on September 5, 2014.
- Notice of Extraordinary General Meeting, scheduled on January 16, 2015.
- Scrutinizer's Report on E-Voting at Extraordinary General Meeting held on January 16, 2015.
- Combined Scrutinizer's Report on E-Voting & Poll at Extraordinary General Meeting held on January 16, 2015.
- Combined Voting Results of EGM held on January 16, 2015 under Clause 35A
- Notice of 21st Annual General Meeting, scheduled on Tuesday, September 29, 2015, Mumbai, India
- Published Notice of E-voting and Book Closure
- Notice proposing candidature of Ms. Kunjan Trivedi for the office of Director
- Voting Results declares alongwith Combined Scrutinizer’s Report on E-Voting & Poll at 21st Annual General Meeting held on September 29, 2015
- Authorised KMP to determine materiality of event & information
- Notice of Board Meeting scheduled on Monday, February 8, 2016
- Newspaper publication of Board Meeting Notice scheduled on February 8, 2016
- Outcome of Board Meeting held on Monday, February 8, 2016
- Update of the Analyst / Investor Meeting held on Monday, March 21, 2016
- Intimation of Change in Directorship as on 25.03.2016
- Outcome of Board Meeting held on Thursday, March 31, 2016
- Notice of Board Meeting scheduled on Friday, May 27, 2016
- Notice of Board Meeting scheduled on Friday, August 12, 2016
- Intimation of Resignation of Mr. V Raman Kumar, Director, August 10, 2016
- Notice of 22nd Annual General Meeting to be held on Thursday, September 29, 2016, Mumbai, India
- Newspaper publication of AGM Notice, E-voting and Book Closure
- Notice proposing candidature of office of Directors at 22nd AGM
- 22nd AGM Voting Results alongwith combined Scrutinizer’s Report
- Notice of Board Meeting scheduled on Monday, November 14, 2016
- Postal Ballot Notice with Postal Ballot Form