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Corporate Governance

The Board of your Company is entrusted with the responsibility to safeguard good governance and functioning of the Company. The Board Members are professionals drawn from diverse areas with vast experience and knowledge in their respective field. The Board Members enjoy uninterrupted freedom for expressing their views and ideas in respect of any item included in agenda and matters related to the corporate affairs. They also 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 for their review at the Board meetings.

The Board of Directors of the Company being professionals from diverse fields 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.

At the beginning of the year under review, your Company had seven Directors on the Board comprising of four Independent, one Non-Executive Non-Independent being a woman Director and two Promoters; of which one being Executive Director. During the year, the following changes took place in the Board of the Company:

(a) Mrs. Sharada Sundaram (DIN: 07067040), a Nominee Director joined the Board, effective from April 17, 2017 in

accordance with the provisions of the Working Capital Consortium Agreement dated February 6, 2016 and a communication received from IDBI Bank Limited, the Lead Bank of Consortium;

(b) Mr. Sanjeev Dayal (DIN: 03490363), an Independent Director resigned, effective from August 30, 2017; and

(c) Mr. Anil Khanna (DIN: 00199924), an Additional Director, in the capacity of an Independent Director, joined the Board, effective from November 28, 2017

As a result of the aforesaid changes, at the end of the year i.e. on March 31, 2018, your Board comprised of eight Directors with four Independent, one Non-Executive Non-Independent being a woman Director, one Nominee Director and two Promoters; of which one being Executive Director.

From the above, it can be noted that the Board of your Company is structured in such a manner, so as to maintain optimum combination of Independent and Non-Independent, as well as Executiveand Non-ExecutiveDirector.TheChairmanoftheBoard, being a Promoter, is a Non-Executive Director and hence half of the Board comprises of Independent Directors. There is one Nominee Director 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. K. D. HodavdekarIndependent
Mr. Prabhakar DalalIndependent
Mr. Anil Khanna (appointed w.e.f. November 28, 2017)Independent
Ms. Tanvi Joshi Non-Executive Non Independent
Mrs. Sharada Sundaram (appointed w.e.f. April 17, 2017)Nominee Director
Mr. Sanjeev Dayal (resigned w.e.f. August 30, 2017)Independent

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 was paid monthly remuneration for rendering advisory services to the Company, as approved by the Shareholders and Central Government, upto March 31, 2017.

During the year under review, Mr. Manohar Bidaye has willingly opted for non-receipt of sitting fees.During the year under review, Mr. Sanjeev Dayal, Independent Director, resigned from the Directorship of the Company effective from August 30, 2017.

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 occasions, i.e. on April 17, 2017; May 26, 2017; September 14, 2017; November 30, 2017; December 7, 2017 and February 14, 2018. 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 any way.

 

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

3

3

1

6

4

Yes

Mr. Pramoud Rao

3

1

-

5

N.A.

Yes

Mr. Mukul Desai

4

5

4

6

4

Yes

Mr. Prabhakar Dalal

6

3

2

6

N.A.

No

Mr. K. D. Hodavdekar

3

3

-

3

4

No

Mr. Anil Khanna (appointed w.e.f. November 28, 2017)

4

3

-

2

N.A.

N.A.

Ms. Tanvi Joshi 

1

-

-

5

N.A.

Yes

Mrs. Sharada Sundaram
(appointed w.e.f. April 17, 2017)

1

-

-

3

N.A.

No

Mr. Sanjeev Dayal
(resigned w.e.f. August 30, 2017)

-

-

-

1

N.A.

N.A.


1Alternate 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.
2Chairpersonship / Membership of only the Audit Committee and Stakeholders’ Relationship Committee of all public limited companies have been considered.
3Also 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), 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. Manohar Bidaye (DIN: 00010699) is the Director retiring by rotation at the forthcoming Twenty Fourth Annual General Meeting of the Company.

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

On November 28, 2017, Mr. Anil Khanna (DIN: 00199924) was appointed as an Additional Director, in the capacity of an Independent Director, on Board of the Company on the recommendation of the Nomination and Remuneration Committee, as per Section 161 of the Companies Act, 2013, to hold the office till the date of the ensuing Annual General Meeting. It is proposed to appoint Mr. Khanna as an Independent Director not liable to retire by rotation, for a term upto November 27, 2019, subject to approval of the Members. 

As required under Listing Regulations, brief resume of both the 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 Director

Mr. Manohar Bidaye 

Mr. Anil Khanna
Father’s NameLate Shri Gopal BidayeMr. Shambhoonath Khanna
Date of BirthNovember 11, 1963

April 26, 1959

Age54 years

59 years

Date of first Appointment on the boardDecember 1, 1994November 28, 2017
Directors Identification Number0001069900199924
NationalityIndianIndian
Experience(including expertise in specific functional areas)Corporate Planning, Corporate Law, Finance, Taxation and other related areasBusiness Management and Statutory Compliance Services, Joint Ventures, Auditing, International Taxation and other related areas
QualificationM.Com, LL.B.(Gen.), Company SecretaryCommerce Graduate, F.C.A.
Terms and Conditions of Re-appointmentIn terms of Section 152(6) of the Companies Act, 2013, Mr. Manohar Bidaye who was re-appointed as a Director at the Annual General Meeting held on September 29, 2016 is liable to retire by rotation at the Meeting.As per the resolution at item no. 3 of the Notice convening this Meeting read with explanatory statement thereto, Mr. Anil Khanna is proposed to be appointed as an Independent Director.
Remuneration last drawnMr. Manohar Bidaye was entitled to monthly remuneration for rendering advisory services to the Company, as approved by the Shareholders and Central Government, upto March 31, 2017. However, during the year under review, Mr. Manohar Bidaye has willingly opted for non-receipt of sitting fees during the year under review.N.A.
Remuneration proposed to be paidNo remuneration, except for sitting fees.No remuneration, except for sitting fees.
Number of Directorships in other companies1114
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
  • ASTM Skills Private Limited
  • Baronet Properties & Investmenst Private Limited
  • Coronet Properties & Investments Private Limited
  • Progressive Equifin Private Limited
  • Success Equifin Private Limited
  • Chaitra Telenet Private Limited
  • Unisafe Fire Protection Specialists LLC, Dubai
  • Phoenix International WLL, Qatar
  • Zicom Security Projects Pte. Ltd., Singapore
  • Mercator Limited
  • Shri Shambhu Offshore Services Private Limited
  • Mercator Petroleum Limited
  • Baruki Agro and Oils Private Limited
  • Rolv Berg Drive (India) Private Limited
  • Sterling Risk Advisory & Marketing Services Private Limited
  • Kent Resorts Private Limited
  • Mercator Oil & Gas Limited
  • Brightstar Broadband Private Limited
  • Rock Stone Finlease Private Limited
  • Media Capital Company (India) Private Limited
  • Alamiko Solutions Private Limited
  • Shaffer India Private Limited
  • Trilogy Media 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
  • Mercator Limited – Member of Audit Committee
  • Mercator Petroleum Limited – Member of Audit Committee
  • Mercator Oil & Gas Limited – Member of Audit Committee
Number of shares held in the Company100,000Nil
Relationship with other Directors / Key Managerial PersonnelNot related to any Director / Key Managerial PersonnelNot related to any Director / Key Managerial Personnel
Number of Board Meetings attended during the financial year (2017-18)62

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. Majorityi.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 23rd Annual General Meeting held on September 21, 2017.

Subsequent to the end of the year under review, the Board of your Company through Circular Resolution dated May 14, 2018, appointed Mr. Anil Khanna as a Member of Audit Committee from even date.

The Members of the Audit Committee are as follows: 

Name of Committee Member Designation in Committee
Mr. Mukul DesaiChairman (Independent)
Mr. Manohar BidayeMember (Non-Executive Promoter)
Mr. K. D. HodavdekarMember (Independent)
Mr. Anil Khanna (appoined w.e.f. May 14,2018)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 26, 2017; September 14, 2017; December 7, 2017; and February 14, 2018. 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, the Nomination and Remuneration Committee comprised of three Independent Directors as detailed below:

Name of Committee MemberDesignation in Committee
Mr. Mukul DesaiChairman (Independent)
Mr. K. D. HodavdekarMember (Independent
Mr. Prabhakar DalalMember (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. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
  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 August 2, 2017; November 27, 2017 and March 23, 2018. The necessary quorum was present for all the Meetings. The Chairman of the Committee was present at the 23rd Annual General Meeting held on September 21, 2017. The attendance of each Member at the said Meetings is stated below: 

Name of Committee MemberNo. of Meetings attended
Mr. Mukul Desai3
Mr. K. D. Hodavdekar1
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 and Senior 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. 

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)
Terms of Appointment

With approval of the Members through Postal Ballot, results of which were declared on February 8, 2017, the term of Mr. Pramoud Rao, as Managing Director was renewed for a further period of five years i.e. from March 1, 2017 till February 28, 2022. However, the terms of his remuneration has been approved for a period of three year i.e. upto February 29, 2020. Remuneration paid to Mr. Pramoud Rao during 2018-18 is as under

Rs. Lakh
Salary (including Basic, HRA, Special Allowance, CCA)
53.28
Commission
Nil
Medical
Nil
LTA
0.96
PF
0.22
Total
54.46
Contractual basisYes
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 2017-18.

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.

Perquisites

Entitled as per the Agreement.

Sitting Fees

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).

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:
    (Rs. Lakh)
    Name of Non-Executive Directors
    Sitting fees
    Mr. Mukul Desai
    1.51
    Mr. Prabhakar Dalal
    1.15
    Mr. K.D. Hodavdekar
    0.70
    Mr. Anil Khanna(appointed w.e.f. November 28, 2017)
    0.45
    Ms. Tanvi Joshi
    (appointed w.e.f. January 12, 2017)
    0.75
    Mrs. Sharada Sundaram
    (appointed w.e.f. April 17, 2017)
    0.45
    Mr. Sanjeev Dayal
    (resigned w.e.f. August 30, 2017)
    0.15
    Total
    5.16
  • No Non-Executive Director has any material pecuniary relationship or transactions with the Company.
  • Mr. Manohar Bidaye, Promoter and Non-Executive Director, holds 100,000 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
    9,35,652
    2.27
    2Coronet Properties and Investments Private Limited
    8,86,286
    2.15
    3Progressive Equifin Private Limited
    5,264
    0.01
    4Success Equifin Private Limited
    521
    0.00

    Except for Mr. Manohar Bidaye, as aforesaid, no other Non-Executive Directors hold any Equity 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 23, 2018 evaluated the performance of individual Directors of the Board.

The Independent Directors at their meeting held on March 27, 2018, 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 May 29, 2018, 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 (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 2017-18, 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 9 complaints from the shareholders and all were duly resolved. As on March 31, 2018 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, one meetings of CSR Committee was held on March 23, 2018. All the Members were present at the Meetings.

In addition to the above mentioned Committees, the Board has also constituted the following Committees: 

  1. Preferential Issue Committee: The Preferential Issue Committee comprises of the following Directors: Mr. Manohar Bidaye, Chairman; Mr. Pramoud Rao, Mr. Mukul Desai and Mr. Prabhakar Dalal, Members. The Committee did not meet during the year under review. 
  2. Managing Committee: The Managing Committee comprises of the following Directors:Mr. Manohar Bidaye, Chairman; Mr. Pramoud Rao, and Mr. Prabhakar Dalal, Members 

The Committee met once during the year on August 23, 2017; and has transacted various businesses falling within its terms of reference. 

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2017-18

1A 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.

A. Education;

B. Skill Development; and

C. 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.

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

2Composition of CSR Committee

1. Mr. Manohar Bidaye – Chairman

2. Mr. Pramoud Rao – Member

3. Mr. K. D. Hodavdekar – Member

3Average Net Profit of the Company for last three financial yearsRs. (1,669.41) Lakhs
4Prescribed CSR Expenditure (2% of the amount as in item no. 3 above)Not Applicable
5Details of CSR spent during the financial year:
a) Total amount to be spent for the financial yearNot Applicable
b) Amount unspent, if anyNot Applicable
c) Manner in which the amount spent during the financial yearNot Applicable
DETAILS OF AMOUNT SPENT ON CSR ACTIVITIES DURING THE FINANCIAL YEAR 2017-18
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 the State 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 2017-18Amount Spent: Direct or through Implementing Agency
Not Applicable
6) Reasons for Unspent amount: Not Applicable
7) 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.