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Composition & category of the Board of Directors: |
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The Board of Zicom represents an optimum mix of professionalism, knowledge and experience of executive and non-executive directors. The present strength of the Board is 6 (six), category of each of them is mentioned in the table below:
| Name of Director |
Designation |
Category |
| Manohar Bidaye |
Chairman |
Promoter & Non-executive Director |
| Pramoud Rao |
Managing Director |
Promoter & Executive Director |
| Mukul Desai |
Director |
Non-executive & Independent Director |
| Vijay Kalantri |
Director |
Non-executive & Independent Director |
| Dr. B. Samal |
Director |
Non-executive & Independent Director |
| Achyut Godbole |
Director |
Non-executive & Independent Director |
The Chairman of the Board, being the promoter of the Company, is acting in capacity of non-executive director and the minimum requirement for at least one-third of the Board comprising of independent directors is complied with.
There are no Institutional / Nominee Directors on the Board of the Company. |
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Compensation and disclosures of Non-executive Directors: |
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Non-executive Directors are being paid sitting fees for attending the Board meetings, Audit Committee meetings and other Committee meetings of the Company, except 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 sitting fees paid to Directors during the financial year are given under Para (b) on Remuneration Committee in this Report. |
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Board Meetings: |
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In the financial year 2008-2009, the Board met 8 (eight) times in a year on following dates June 13, 2008; June 30, 2008; July 30, 2008; September 12, 2008; September 16, 2008; October 16, 2008; October 24, 2008 and January 27, 2009. The time gap between any of the above meetings did not exceed the period of four months. |
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Chairmanship / Membership: |
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All the Directors have confirmed to the Company that none of them is a member of more than 10 (ten) committees, or is chairman of more than 5 (five) committees across all companies in which they are acting as directors. For the purpose of reckoning the said limit, chairmanships / memberships of the Audit Committee and the Shareholders’ Grievance Committee alone are considered.
Attendance of Directors at Board Meetings, last Annual General Meeting, Audit Committee Meetings and number of other Directorships and Chairmanships / Memberships of Committees of each Director in various companies: |
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| Name of Director |
Particulars of other Directorships *, Committee Chairmanships / Memberships** |
Attendance |
| Directorships |
***Committee Memberships |
Committee Chairmanships |
Board Meting |
Audit Committee Meeting |
Last AGM |
| Manohar Bidaye |
2 |
2 |
1 |
8 |
6 |
Yes |
| Pramoud Rao |
2 |
- |
- |
8 |
N.A. |
Yes |
| Mukul Desai |
4 |
2 |
- |
8 |
6 |
Yes |
| Vijay Kalantri |
14 |
3 |
- |
3 |
6 |
Yes |
* Alternate directorships, directorship / committee membership in private companies, foreign companies, companies under Section 25 of the Companies Act, 1956, proprietorships and membership in governing councils, chambers and other bodies are not included while calculating directorships in above table.
** Chairmanships / Memberships of only the Audit Committee and Shareholders’ Grievance Committee of all public limited companies have been considered.
*** Also includes the committees in which Directors holds the position as a Chairman.
None of the independent directors of the Company resigned or were removed in the last financial year. Hence, no replacement was made within a period of 180 days for the resigned / removed director.
None of the Directors are related to each other in any way. |
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RE-APPOINTMENT OF DIRECTORS: |
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As per the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Manohar Bidaye and Mr. Vijay Kalantri, Directors of the Company, are liable to retire by rotation at the 15th Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.
As required under Clause 49(IV)(G) of the Listing Agreement, brief portrayal of the Directors, alongwith the list of other companies in which they hold directorships and the memberships of the committees of the Board are furnished hereunder:
| Name of the Director |
Manohar Bidaye |
Vijay Kalantri |
| Father's Name |
Late Gopal Bidaye |
Late Goverdhandas Kalantri |
| Date of Birth |
November 10, 1963 |
January 5, 1949 |
| Expertise in specific functional |
Vast experience of about 16 years in the field of Corporate Planning, Corporate Law, Finance, Taxation and other related areas. |
Industrialist |
| Qualification |
M.Com, Bachelor of General Laws (BGL), Fellow Company Secretary (FCS) |
G.C.D. and Diploma holder in Textile |
| Number of Directorships in other companies |
11 |
16 |
| List of outside directorships held (includes public, private, foreign companies, companies under Section 25) |
- Zicom Retail Products Pvt. Ltd.
- Zicom CNA Automation Ltd.
- Baronet Properties & Investments Pvt. Ltd.
- Coronet Properties & Investments Pvt. Ltd.
- Success Equifin Pvt. Ltd.
- Progressive Equifin Pvt. Ltd.
- Chaitra Telenet Pvt. Ltd.
- Chaitraban Farms Pvt. Ltd.
- Unisafe Fire Protection Specialists LLC, Dubai
- Institute of Advanced Security Training and Management Pvt. Ltd.
- Mercator Lines Ltd.
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- Balaji Infra Projects Ltd.
- Balaji Infrastructure & Development Company Ltd.
- Dighi Port Ltd.
- Dighi Project Development Company Ltd.
- Dighi Rail Infrastructure Ltd.
- Metropolitan Traders Pvt. Ltd.
- Hindustan Housing Finance & Development Corporation Ltd.
- Sovereign Diamonds Ltd.
- VIP Industries Ltd.
- Man Industries (I) Ltd.
- Vindyachal Hydro Power Ltd.
- SAB Industries Ltd.
- Gannon Dunkerley & Company Ltd.
- Courier Publications Pvt. Ltd.
- Shree Ram Urban Infrastructure Ltd.
- S. Kumars Nationwide Ltd.
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| List of other committees in which Director is Member / Chairman (includes all Chairmanships / Memberships of Audit Committee, Shareholders’ Grievance Committee and Remuneration Committee of all public limited companies) |
- Mercator Lines Ltd. – Member & Chairman of Shareholders / Investor Grievance Committee
- Mercator Lines Ltd. – Member of Audit and Remuneration Committee
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- S. Kumars Nationwide Ltd. – Member of Audit Committee
- Man Industries (India) Ltd. – Member of Audit Committee
- VIP Industries Ltd. – Member of Audit Committee
- Shree Ram Urban Infrastructure Ltd. – Member of Remuneration Committee
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| Awards and other participations |
Manohar Bidaye is the proud recipient of the prestigious "Yashashree 2008" award given by Maharashtra Times, which recognizes and honours successful entrepreneurs and professionals who have made significant achievements across various industry segments. |
Vijay Kalantri has been actively involved with various Industrial and Government bodies in different capacities like the President of All India Association of Industries, Indian Council of Foreign Trade, etc. He has been honored with various prestigious awards by Institutions and Organisations representing Industry, Government Bodies and Socio-Economic Institutions. He has successfully organized / attended National and International conferences, seminars and workshops. |
| Number of shares held in the Company |
430,100 |
Nil |
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