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General Body Meetings |
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In the last 3 (three) years, 2 (two) Extra-ordinary General Meetings, 3 (three) Annual General Meetings, 1 (one) postal ballot and a court convened meeting of equity shareholders were conducted, the details of which are as under: |
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Sr.
No. |
Financial
Year |
AGM/
EGM |
Date |
Time |
Place |
No. of Special Resolutions Passed |
1
|
2007-2008 |
EGM |
17.01.2008 |
9.30 a.m. |
Hotel Kohinoor Continental,
Opp. J. B. Nagar,
Andheri Kurla Road,
Andheri East,
Mumbai 400 059. |
- Issue of 1,575,000 warrants on Preferential Basis to various entities other than Promoters' or Promoters' Group Companies. Association of the Company.
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2
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2007-2008 |
EGM |
20.12.2007 |
4.00 p.m.
|
Hotel Tunga International,
Central Road, M.I.D.C.,
Andheri East,
Mumbai 400 093. |
- Issue of 2,100,000 warrants on Preferential Basis to Promoters' Group Companies.
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3
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2007-2008 |
AGM
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28.09.2007 |
2.30 p.m. |
Hotel Sea Princess,
Juhu Beach,
Mumbai 400 049. |
- Issue of 300,000 stock options to the eligible employees, under the “Employee Stock Options Scheme – 2007”, entitling them to acquire equal number of equity shares of Rs. 10/- each of the Company.
- Extending the benefit of the “Employee Stock Options Scheme – 2007” to eligible present and future employees of existing and future subsidiaries of the Company.
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| 4 |
2007-2008 |
Court
Convened
meeting of
equity
shareholders |
28.09.2007 |
4.30 p.m. |
Hotel Sea Princess,
Juhu Beach,
Mumbai 400 049. |
- Approving the Scheme of Arrangement between
Zicom Electronic Security Systems Limited and
Zicom Retail Products Private Limited (ZRPPL).
- Adjustment of the difference between the amounts of assets transferred to the ZRPPL for the purchase consideration received along with other unrealiseable assets of the Company against the security premium account of the Company, subject to High Court approval.
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| 5 |
2006-2007 |
AGM |
24.08.2006 |
4.00 p.m. |
C. K. Nayudu Hall,
The Cricket Club of India Ltd.
(CCI), Brabourne Stadium,
Dinshaw Vachha Road,
Mumbai 400 020. |
- Revision in remuneration of Mr. Pramoud Rao
as Managing Director
- Amendment of Articles of Association -
Insertion of proviso after the existing Article 12.
- Amendment of Articles of Association -
Insertion of proviso after the existing Article 12.
- Increase in the limit of investments by FIIs up to 74% of the paid-up Equity Share Capital and / or 74% of the total paid-up value of the other permissible securities of the Company.
- Issue of 400,000 stock options to the eligible employees, under the “Zicom Employee Stock Option Scheme – 2006”, entitling them to acquire equal number of equity shares of Rs. 10/- each of the Company.
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| 6 |
2005-2006 |
AGM |
08.08.2005 |
4.00 p.m. |
Hotel Atithi,
77 A&B, Nehru Road,
Vile Parle (East),
Mumbai 400 099. |
- Amendment of Articles of Association – Insertion of Clause 4A.
- Increasing the limit of investment by Foreign Institutional Investors (FIIs) upto 40%.
- Issue of securities in Indian / International market upto maximum of US$ 12 million.
- Payment of sitting fees upto maximum of Rs. 20,000/- to non-executive Directors.
- Issue of 400,000 warrants in Part A and Part B on Preferential Basis to Promoters' Group Companies.
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Resolutions passed during the financial year 2007- 2008 through postal ballot
In financial year 2007-2008, 7(seven) 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 p.m. on April 30, 2007. The extract of results of postal ballot, which were duly assented by requisite majority of the shareholders, is as under: |
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Particulars |
Votes in favour of the Resolution |
Votes against the Resolution |
Special Resolution No. 1: Approving increase in Authorised Share Capital from Rs. 15 crores to Rs. 25 crores and consequential amendments to Memorandum and Articles of Association. |
2795036 |
4900 |
Special Resolution No. 2: Issue of securities in Indian / International market upto maximum of US$ 35 million. |
2794136 |
5800 |
Special Resolution No. 3: Approving issue of 500,000 Equity Shares of Rs.10/- each at a price of Rs. 200/- per share, on Preferential Basis to Bennett, Coleman and Co. Ltd. |
2792816 |
7120 |
Ordinary Resolution No. 4:Ordinary Resolution No. 4: Approving increase in the borrowing power of the Board up
to Rs. 500 crores. |
2794178 |
5758 |
Special Resolution No. 5: Approving payment of remuneration to Mr. Manohar Bidaye, Director |
2788377 |
10959 |
Special Resolution No. 6: Approving Re-appointment of Mr. Pramoud Rao as Managing Director for five years and his remuneration for three years. |
2789894 |
9435 |
| Special Resolution No. 7: Approving Alteration of Articles of Association by inserting new Article 153A. |
2787651 |
11680 |
No Special Resolution through postal ballot is proposed at the ensuing AGM. |
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General Shareholders' Information: |
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| a. 14th Annual General Meeting: |
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| Venue: |
The Mirador Hotel, New Link Road, Chakala, Andheri (E), Mumbai 400 099 |
| Time: |
4.00 p.m. |
| Day: |
Friday |
| Date: |
12th September, 2008 |
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b. Financial Calendar (tentative): |
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| Audited Annual Results of previous year ended March 31, 2008 |
By End of June, 2008. |
| 1st quarter results for quarter ending June, 2008 |
By End of July, 2008 |
| 2nd quarter results for quarter ending September, 2008 |
By End of October, 2008 |
| 3rd quarter results for quarter ending December, 2008 |
By End of January, 2009 |
| Last quarter results for quarter ending March 2009 |
By End of April, 2009 (if Unaudited) OR By End of June 2008 (if Audited) |
| c. Financial Year |
April 1, 2008 to March 31, 2009. |
| d. Book Closure Dates |
6th September, 2008 to 12th September, 2008
(Both days inclusive) |
| e. Dividend Payment Date |
On or after 18th September, 2008 |
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Market Price Data: |
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i) Reference based on data available on website of Bombay Stock Exchange Limited: |
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| Month |
Month’s High Price(In Rupees) |
Month’s Low Price
(In Rupees) |
No. of Shares |
| April 2007 |
189.90 |
153.00 |
584,467 |
| May 2007 |
245.25 |
168.00 |
2,089,269 |
| June 2007 |
242.00 |
206.15 |
451,140 |
| July 2007 |
225.00 |
192.00 |
269,936 |
| August 2007 |
211.75 |
173.10 |
438,347 |
| September 2007 |
204.25 |
177.00 |
217,948 |
| October 2007 |
185.05 |
162.00 |
264,550 |
| November 2007 |
208.00 |
166.15 |
338,817 |
| December 2007 |
260.00 |
177.10 |
4,044,231 |
| January 2008 |
270.20 |
165.25 |
1,172,892 |
| February 2008 |
183.85 |
136.00 |
253,167 |
| March 2008 |
163.00 |
111.00 |
639,486 |
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ii) Reference based on data available on website of National Stock Exchange of India Limited: |
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| Month |
Month’s High Price(In Rupees) |
Month’s Low Price
(In Rupees) |
No. of Shares |
| April 2007 |
190.00 |
152.30 |
232,309 |
| May 2007 |
244.85 |
158.35 |
1,126,893 |
| June 2007 |
249.50 |
204.00 |
303,291 |
| July 2007 |
229.00 |
188.25 |
153,066 |
| August 2007 |
214.00 |
171.40 |
260,989 |
| September 2007 |
214.00 |
171.50 |
323,135 |
| October 2007 |
205.00 |
145.00 |
116,035 |
| November 2007 |
210.00 |
155.60 |
293,710 |
| December 2007 |
258.45 |
176.65 |
2,909,314 |
| January 2008 |
272.35 |
166.15 |
988,436 |
| February 2008 |
183.45 |
137.15 |
127,219 |
| March 2008 |
164.00 |
111.00 |
351,946 |
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iii) Performance in comparison to Broad Based Indices: |
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Registrar and Share Transfer Agent: |
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Bigshare Services Private Limited
E-2, Ansa Industrial Estate,
Sakivihar Road,
Saki Naka,
Andheri (East),
Mumbai 400 072. |
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Person to be Contacted: Mr. N. V. K. Mohan - Managing Director |
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Tel: (022) 2847 0652, 2847 0653, 28473474, 28473747
Fax: (022) 2847 5207
Email: bigshare@bom7.vsnl.net.in, bigshare@sify.com
Shareholders holding shares in the electronic (demat) mode should address all correspondence to their respective Depository Participants (DP’s). |
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Share Transfer System: |
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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/Board meeting generally once in every fortnight. All requests for de-materialisation of shares are processed and the confirmation is given to the depositories by the Registrar & Share Transfer Agent generally within the prescribed time. Share Transfer / Investors' Grievances 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 correspondence for the matter relating to revalidation of dividend warrant is being looked after by Ms. Dimple Upadhyay - Company Secretary from the Company's Registered Office. |
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Distribution of Shareholding as on March 31, 2008: |
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| No.
of Shares |
Total
Holders |
%
Total
Holders |
Total
Holding in Shares |
%Total
Capital |
| 1 - 5000 |
6,719 |
85.40 |
9,470,500 |
7.46 |
| 5001 - 10000 |
500 |
6.35 |
4,243,090 |
3.34 |
| 10001 - 20000 |
268 |
3.41 |
4,245,320 |
3.34 |
| 20001 - 30000 |
113 |
1.44 |
2,969,050 |
2.34 |
| 30001 - 40000 |
42 |
0.53 |
1,508,750 |
1.19 |
| 40001 - 50000 |
49 |
0.62 |
2,313,200 |
1.82 |
| 50001 - 100000 |
71 |
0.90 |
5,342,650 |
4.21 |
| 100001 - 99999999 |
106 |
1.35 |
96,905,730 |
76.30 |
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| Total |
7,868 |
100 |
126,998,290 |
100.00 |
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Shareholding Pattern as on March 31, 2008: |
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| Category |
No. of Shares |
% |
| Promoters |
2,238,223 |
17.62 |
Institutional Investors:
Mutual Funds, UTI, Banks, Financial Institutions & Insurance Companies
FIIs |
567,140
1,184,001 |
4.47
9.32 |
| Private Corporate Bodies |
2,299,347 |
18.11 |
| Indian Public |
4,220,587 |
33.23 |
| NRIs / OCBs |
2,169,426 |
17.08 |
| Any Other (Trust + Clearing Member) |
21,105 |
0.17 |
| TOTAL: |
12,699,829 |
100% |
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Dematerialisation of Shares and Liquidity as on March 31, 2008: |
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Physical Shares : 246,506 (1.94%)
De-materialised Shares : 12,453,323 (98.06%)
Total Shares : 12,699,829 (100%)
Out of the above de-mat shares, 9,990,783 (78.67%) are held through National Securities Depository Limited and 2,462,540
(19.39%) are held through Central Depository Securities (India) Limited. |
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Address for Correspondence: |
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All correspondence by Shareholders should be made to the Registrar & Share Transfer Agent or Registered Office of the Company. 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 ID: investors@zicom.com
Telephone No.: (022) 4000 3535
Fax No. : (022) 4000 3434
Website:www.zicom.com |
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