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INVESTOR INFORMATION

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

Respective Financial Year2017-182016-172015-16
Date of MeetingSeptember 24, 2018September 21, 2017September 29, 2016
Time of Meeting3.30 p.m.3.30 p.m.10.30 a.m.
Place of Meeting

Hotel Suba Galaxy, N. S. Phadke Road, Off Western Express Highway, Andheri (E), Mumbai 400069.

Residency Hotel, Suren Road, Andheri Kurla Road, Opp. Cine Magic, Near Magic Bricks W. E. Highway Metro Station, Andheri (E),
Mumbai 400093. 
M.I.G. Cricket Club, M.I.G. Colony, Bandra (East), Mumbai 400051.
Items of Special Resolution passed at each Meeting
  • To appoint Mr. Anil Khanna
    as an Independent Director of the Company.

  • To appoint Ms. Tanvi Joshi, as a Director
    liable to retire by rotation.

  • To re-appoint Mr. Prabhakar Dalal, as an Independent Director of hte comany. 
  • 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

Details of Special Resolution passed through Postal Ballot:
During the year under review, no Postal Ballot wasconducted. No Special Resolution through Postal Ballot is proposed at the ensuing Annual General Meeting.

  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://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 28.6 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. All related party transactions were placed before the Audit Committee for approval. Omnibus approvals were also obtained for transactions which were of repetitive nature. Such transactions were placed before the Audit Committee and Board (as required) for periodical review and approval. 

  2. In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the 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://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 Audit Report:
The company is in the process of moving towards a regime of financial statements with unmodified audit opinion

(iv) Reporting of Internal Auditor:
The Internal Auditor reports directly to the Audit Committee.

  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, preferential issue or qualified institutional placement

  3. Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to Statutory Auditors of the Company and other firms in the network entity of which the Statutory Auditors are a part, during the year ended March 31, 2019, is as follows:

    ParticularsS M M P & Associates and their network entities
    Fees for audit and related services>18.80
    Other FeesNil
    Total18.80
  4. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules make thereunder, the Company has formed Internal Complaints Committee to address complaints pertaining to sexual harassment in accordance with the POSH act. The Company has in place Policy as per the provisions of POST Act. During hte year, no case was reported to the Committee constituted under the said Act.

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, 2018, 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 with 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, 2019.

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 28, 2019

 

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 28, 2019.

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, 2019.

Pramoud Rao
Managing Director

Place : Mumbai
Date : May 28, 2019


Certificate from Ganesh Narayan & Company, Practising Company Secretary, confirming that none of the Directors on the board of the Company have been barred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority, as stipulated under Regulation 34 of the Listing Regulations, is attached to this report.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

To the Members,
Zicom Electronic Security Systems Limited
501, Silver Metropolis, Western Express Highway, Goregaon (E), Mumbai 400063.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Zicom Electronic Security Systems Limited having CIN: L32109MH1994PLC083391 and having registered office at 501, Silver Metropolis, Western Express Highway, Goregaon (E), Mumbai 400063 (hereinafter referred to as “the Company”), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C sub-clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its officers. I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr.No.Name of DirectorDINDate of Appointment
1.Manohar Gopal Bidaye0001069901-12-1994
2.Pramoud Vinayak Rao0001074301-12-1994
3.Anil Khanna0019992428-11-2017
4.Keshav Dattaram Hodavdekar0040655604-08-2011
5.Tanvi Sanjiv Joshi0770359312-01-2017
6.Dhaval Laxmikant Mehta0750119408-03-2019

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate 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 Ganesh Narayan & Company
Company Secretaries

Ganesh Narayan
Proprietor
FCS: 6910/C P No: 2238

Place: Mumbai
Date: May 28, 2019

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, if any, 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 at SEBI 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.