In last three years, apart from Annual General Meetings convened each year, the Company had conducted and convened two postal ballots, two Extra-ordinary General Meetings and a court convened meeting of equity shareholders.

Details of the last 3 (three) Annual General Meetings of the shareholders are as under:

Details of court convened meeting of shareholders of the Company:

Details of resolutions passed through Postal Ballot:

Resolutions passed through postal ballot:
In financial year 2008-2009, 6 (six) resolutions were passed through postal ballot conducted by the Company, details of which are given in the table below. Mr. Ganesh Narayan was appointed as Scrutinizer for conducting the postal ballot procedure, based on whose report the Chairman of the Company announced the results of the postal ballot at Registered Office at 4.00 pm on November 24, 2008. Extracts of results of postal ballot declared, which were duly assented by requisite majority of the shareholders, are as under:

The Board of Directors decides the item to be passed by the Shareholders through postal ballot and at its meeting approves the Notice of the Resolution along with the explanatory statement thereof, and the postal ballot form. Calendar of events required to be submitted to Registrar of Companies is considered and approved by the Board. The Board also appoints Scrutinizer for conducting the postal ballot process in fair and transparent manner and fixes the duration of his appointment, his remuneration / fees. The postal ballot forms alongwith notice and explanatory statement thereof is sent to all the shareholders of the Company alongwith pre-paid self addressed envelope. All the shareholders are requested to send their assent / dissent to the resolution by the specified time limit. The Scrutinizer, on the basis of all the postal ballot forms received from the shareholders, scrutinizes the same and prepares his report and submits the report to the Chairman for announcing results of the postal ballot. The results are declared by the Chairman after which the same are forwarded to all the concerned authorities for their record.

No Special Resolution through postal ballot is proposed at the ensuing AGM.

• During the year, there were no transactions of materially significant nature with the Promoters or Directors or the Management or the subsidiaries or relatives etc. that had potential conflict with the interests of the Company at large. The related party transactions are duly disclosed in the Notes to the accounts.
• There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during last 3 (three) years.
• 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.
• The Company has complied with all the mandatory requirements as stipulated under Clause 49 of the Listing Agreement. The Company has adopted the non-mandatory requirement relating to Remuneration Committee comprising of the Directors as stated above in this Report.
• As a policy, risks associated with the business of the Company generally and risks specific to the Company and procedure to minimize the same adopted by the executive management are periodically placed before the Board and deliberated. The same are reviewed and suitable minimization procedures as suggested by the Board are implemented from time to time.
• At present, the Company has not adopted any Whistle Blower Policy.

AUDITORS' CERTIFICATE:
A Certificate from its Statutory Auditors certifying compliance by the Company with the provisions relating to corporate governance as laid down in the revised Clause 49 of the Listing Agreement, is annexed to this Report.

CERTIFICATE BY CEO AND CFO:
The Chief Executive Officer and Chief Financial Officer, pursuant to Clause 49(V) of the Listing Agreement, certified to the Board about 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 June 29, 2009.

The listing fees for the financial year 2009-2010, have been paid to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

Performance in comparison to Broad Based Indices:

Shareholders holding shares in the electronic (demat) mode should address all correspondence to their respective Depository Participants (DP's).

Share Transfer System:
Shares in physical form lodged for transfer with the Company's Registrar & Share Transfer Agent are normally processed within 15 days from the date of lodgement, if the documents are clear in all respects; and put up for approval before the Share Transfer Committee generally once in every fortnight. Share Transfer and Investors' Grievance Committee of the Directors is empowered to approve transfer of shares and to attend to the investors' grievances, which are not normally resolved by the Company's Registrar & Share Transfer Agent / Compliance Officer. Matters concerning investors' grievances and other miscellaneous matters relating to change of address, mandates, etc. are processed by the Company's Registrar & Share Transfer Agent. The Company obtains from the Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchanges and files a copy of the certificate with the Stock Exchanges within stipulated time.

Dematerialisation of shares and liquidity as on March 31, 2009:
Physical Shares : 224,606 (1.77%)
De-materialised Shares : 12,475,223 (98.23%)
Total Shares : 12,699,829 (100%)

Out of the above de-mat shares, 9,636,115 (75.87%) are held through National Securities Depository Limited and 2,839,108 (22.36%) are held through Central Depository Securities (India) Limited.

Outstanding ADR / GDR / Other Instruments:
During the year under review, the Company has not issued any ADRs / GDRs / other instruments, which is convertible into equity shares of the Company. As on the date, no such instruments where outstanding, except 3,675,000 warrants carrying right to subscribe to equal number of equity shares at a price of Rs. 200/- per share issued to Promoters’ Group Companies and to entities other than promoters, on preferential basis. The Company has received 10% of the application money from warrant holders i.e. Rs. 73,500,000/- in the previous financial year. The same were utilised for the purpose for which it was raised.

Registered Office address:
Landmark, A-Wing, 6th Floor, Off Western Express Highway, Andheri Kurla Road, Andheri East, Mumbai 400 093.

Address for correspondence:
All correspondence by shareholders should be made to the Registrar & Share Transfer Agent or Registered Office of the Company as stated above. Others can send their correspondence to the Registered Office of the Company or log on to www.zicom.com for sending any communication to the Company.
Email: investors@zicom.com
Tel: 022 - 4000 3535
Fax: 022 - 4000 3434
Website: www.zicom.com

For and on behalf of the Board of Directors
Manohar Bidaye
Chairman
Place : Mumbai
Date : June 29, 2009