Board of Directors

A)  Composition and category of the Board

The composition of the Board of Directors of the Company is in conformity with Clause 49 of the Listing Agreement.

At the beginning of the year under review, your Company had six Directors on the Board comprising of four Independent and two Promoter Directors; out of which one Director is Executive. Dr. B. Samal, an Independent Director, resigned from the Board of your Company w.e.f. December 14, 2010. As a result, at the end of the year your Company’s Board comprised of five Directors, with three Independent and two Promoters and one Director being Executive. The Board is structured to maintain optimum combination of Independent and Non-Independent, as well as Executive and Non-Executive Directors in compliance with the requirements of Clause 49 (I) (A) of the Listing Agreement. The Chairman of the Board, being the Promoter of the Company, is a Non-Executive Director and hence half of the Board comprises of Independent Directors. There are no Institutional / Nominee Directors on the Board of the Company.

The Board of Directors comprises professionals drawn from diverse fields, who bring with them a wide range of skills, expertise and experience.

Composition of the Board and category of Directors are as follows:

Board of Directors of the Company as on March 31, 2011:

B) Compensation and disclosures of Non-Executive Directors

The Company pays sitting fees to all its Non-Executive Directors for attending meetings of the Board, Audit Committee and other Committees of the Board of Directors, except to Mr. Manohar Bidaye; who is paid monthly remuneration for rendering advisory services to the Company, as approved by the Members and the Central Government.

The details of remuneration paid to Mr. Manohar Bidaye and sitting fees paid to other Non-Executive Directors during the financial year are given under Para III (b) on Remuneration Committee in this Report.

None of the Independent Directors are holding any equity shares in the Company.

C) Other provisions related to Board and Committees

• Board Meetings held: The Board normally meets once in a quarter and additionally as and when required. During the year 2010-2011, the Board met on five occasions, i.e. on May 10, 2010; August 14, 2010; September 30, 2010; October 29, 2010 and February 14, 2011. The maximum gap between the two meetings was not more than four months as stipulated under the Listing Agreement entered with the Stock Exchanges.

• Chairmanship / Membership: All the Directors have confirmed to the Company that none of them is a member of more than ten committees, or is chairman of more than 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.

• 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.

Attendance of Directors at Board Meetings, Audit Committee Meetings, last Annual General Meeting (AGM) and number of other directorships and chairmanships / memberships of Committees of each Director in various companies:

1) Alternate directorships, directorships / committee memberships in private companies, foreign companies, companies under Section 25 of the Companies Act, 1956, proprietorships and memberships in governing councils, chambers and other bodies are not included while calculating directorships in above table.

2) Chairmanships / memberships of only the Audit Committee and Shareholders' Grievance Committee of all public limited companies have been considered.

3) Also includes the committees in which a Director holds position as a Chairman.

^# Information for other directorships and committee memberships of Dr. B. Samal is based on declarations received from him till his resignation.

None of the Directors are related to each other in any way.

APPOINTMENT / RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, at every Annual General Meeting of the Company, one-third of the Directors are liable to retire by rotation. Mr. Achyut Godbole, Director of the th Company, retire by rotation at the forthcoming 17^th Annual General Meeting of the Company and being eligible; has offered himself for re-appointment at the ensuing Annual General Meeting.

Further, on August 4, 2011, Mr. K. D. Hodavdekar was appointed as an Additional Director on Board of the Company.

As per the provisions of Section 260 of the Companies Act, 1956, he holds the office upto the date of the ensuing Annual General Meeting. The Company has received a notice from a Member, pursuant to Section 257 of the Companies Act, 1956, proposing appointment of Mr. K. D. Hodavdekar as a Director of the Company liable to retire by rotation at the ensuing Annual General Meeting.

As required under Clause 49 (IV) (G) of the Listing Agreement, brief portrayal of both the Directors, seeking appointment 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:

D) Code of Conduct

The Company has laid down and adopted two separate Codes of Conduct for its Directors and Senior Managerial Personnel for avoidance of conflicts of interest and ensuring the highest standard of honesty, dedication and professionalism in carrying out their functional responsibilities. These Codes of Conduct are posted on the Company 's website www.zicom.com. All the Board Members and Senior Managerial Personnel of the Company have affirmed compliance with the Code of Conduct as applicable to them, for the year ended March 31, 2011. A declaration signed by the Chief Executive Officer (CEO) and Managing Director to this effect is annexed to this Report.