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

Details of the last three Extra-ordinary General Meetings of the Members are as under :

Details of resolutions passed through Postal Ballot

 

 

 

 

 

 

Resolutions passed through Postal Ballot :

During the year, a resolution was 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 result of the Postal Ballot at Registered Office at 4.00 p.m. on April 16, 2010.

Extracts of result of Postal Ballot declared, which were duly assented by requisite majority of the Members, are as under:

Procedure for Postal Ballot

The Board of Directors decides the item to be passed by the Members 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 (ROC), is considered and approved by the Board. The Board authorizes some Directors and/or Company Secretary to supervise and take necessary steps in connection with Postal Ballot process. The Board also appoints Scrutinizer for conducting the postal ballot process in fair and transparent manner and fixes the duration of his appointment and his remuneration. The postal ballot form alongwith notice and explanatory statement thereof is sent to all the shareholders of the Company alongwith pre-paid self addressed business reply envelope. All the shareholders are requested to send their assent / dissent to the resolution by the specified time limit. A register shall be maintained by the Scrutinizer to record the consent or otherwise received from the members including electronic media. Also, he shall maintain a record for postal ballot which are received in defaced or mutilated form. The Scrutinizer, on the basis of all the postal ballot forms received from the Members, scrutinizes the same and prepares his report and submits the same 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 Annual General Meeting.

Code of Conduct for prohibition of insider trading :

The Securities and Exchange Board of India (SEBI) has over the years introduced various amendments to the Insider Trading Regulations of 1992 which ordain new action steps by corporates and other market intermediaries for the purposes of prohibition of insider trading.

The Company has instituted a comprehensive Code of Conduct namely “Zicom Electronic Security Systems Limited Code of Conduct for Prohibition of Insider Trading” (Code), for its Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.

The objective of this Code is to prevent purchase and / or sale of shares of the Company by an insider on the basis of unpublished price sensitive information. Under this Code, Directors and designated employees are completely prohibited from dealing in the Company’s shares during the closure of Trading Window. Further, the Code specifies the procedures to be followed and disclosures to be made by Directors and the designated employees, while dealing with the shares of the Company and enlists the consequences of any violations. The Company Secretary has been appointed as the Compliance Officer for monitoring adherence to the said Code.

a.   Disclosure on materially significant related party transactions that may have potential conflict with the interests of the Company at large

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.

b.   Disclosure of accounting treatment

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.

c.  Risk management

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.

d.  Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years

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.

e.   Details of compliance with mandatory requirements and adoption of the non-mandatory requirements

The Company is fully compliant with the applicable mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, relating to Corporate Governance. Although it is not mandatory, the Board of Directors have constituted a Remuneration Committee comprising three Independent Directors, the details of which have been provided earlier in this Report, under the heading 'Remuneration Committee'.

f.   Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee

The requirement relating to Whistle Blower Policy being non-mandatory in nature has not been adopted at present. However, the Company has not denied access to any personnel to approach the Audit Committee on any issue.

g.  Disclosure relating to proceeds from public issue, right issue, preferential issue, etc.

During the year, the Company did not make any public issue, right issue, preferential issue, etc. and hence it did not exceed any proceeds from any such issues.

The Statutory Auditors have certified that the Company complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges and the same is annexed to this Report.

As required under Clause 49 (V) of the Listing Agreement with the Stock Exchanges, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of the Company have 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 May 19, 2011.

The Company established procedures to disseminate, in a planned manner, relevant information to our 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 Company did not hold any meeting / conference of investors or analysts during the year.

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 Sakaal (Marathi)(Mumbai Edition).

Corporate Filing Dissemination System (CFDS):  The CFDS portal jointly owned, managed and maintained by BSE and NSE is a single source to view information filed by listed companies. All disclosures and communications to BSE and NSE are filed electronically through CFDS portal and hard copies of the said disclosures and correspondence are also filed with the Stock Exchanges.

Website:  In accordance with Clause 54 of the Listing Agreement, 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.

Stock Exchanges:   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.

Shareholders Correspondence:   For the benefit of the Shareholders, a separate email id has been created for shareholder correspondence viz. This e-mail address is being protected from spambots. You need JavaScript enabled to view it. .

i) 17th Annual General Meeting
Venue	M.I.G. Cricket Club, M.I.G. Colony, Bandra (East), Mumbai 400051.
Time	3 p.m.
Day	Thursday
Date	September 15, 2011
ii) Financial Calendar (tentative)
Audited Annual Results of previous year ended March 31,2010	End of May 2011
1st quarter results for quarter ending June, 2011	Second week of August 2011
2nd quarter results for quarter ending September, 2011	Second week of November 2011
3rd quarter results for quarter ending December, 2011	Second week of February 2012
Last quarter results for quarter ending March 2012	Second week of May 2012 (if unaudited) or next time (if audited)
iii) Financial year	April 1, 2011 to March 31, 2012
iv) Book closure dates	Saturday, September 10, 2011 to Thurssday, September 15, 2011 (both days inclusive)
v) Dividend payment / dispatch date for financial year 2010-2011	October 4, 2011
vi) Listing of equity shares at Stock Exchanges	The Bombay Stock Exchange Limited (BSE) P J Towers, Dalal Street, Fort, Mumbai 400001.
	National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra Kurla Complex, Bandra(East), Mumbai 400051.
vii) Stock codes	BSE: 531404 NSE: ZICOM
viii) International Securities Identification  Number (ISIN)	INE871B01014
ix) Corporate Identity Number (CIN)	L32109MH1994PLC083391

The Company paid within the prescribed time, the following Fees:

i) the annual listing fees for the financial year 2011-2012 to Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ii) the annual custodial fees for the financial year 2011-2012 to National Securities Depository Limited and Central Depository Services (India) Limited.

x) MARKET PRICE DATA for the financial year 2010-2011

Month	BSE Share price			NSE Share price
	Share price High (Rs.)	Share price Low (Rs.)	No. of shares traded	Share price High (Rs.)	Share price Low (Rs.)	No. of shares traded
April 2010	107.70	95.10	1,110,680	107.45	94.70	1,864,800
May 2010	97.00	76.00	482,361	97.40	77.05	932,973
June 2010	93.75	80.50	1,152,845	93.90	80.00	2,820,111
July 2010	86.20	76.15	410,890	86.30	76.00	859,503
August 2010	96.00	77.15	1,804,159	95.90	77.00	3,538,374
September 2010	95.20	77.05	1,468,027	95.00	75.90	3,348,054
October 2010	83.00	69.20	1,038,752	83.00	69.30	2,365,534
November 2010	72.00	48.50	972,536	70.05	48.25	2,086,611
December 2010	60.00	46.50	2,148,157	59.80	46.30	4,096,215
January 2011	56.25	40.75	552,727	56.10	40.00	1,101,542
February 2011	44.50	34.05	690,614	44.25	33.80	888,863
March 2011	43.65	35.05	1,045,420	48.25	35.80	1,137,044

Performance in comparison to broad based indices

BSE price

NSE price

Registrar and Share Transfer Agent

Bigshare Services Private Limited
E-2, Ansa Industrial Estate,
Sakivihar Road, Saki Naka,
Andheri (East), Mumbai 400072.
Tel: (022) 2847 0652, 2847 0653, 2847 3474, 2847 3747
Fax: (022) 2847 5207
Email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it.

Compliance Officer

Ms. Kunjan Trivedi
Company Secretary
501, Silver Metropolis, Western Express Highway,
Goregaon (East), Mumbai 400063
Tel: (022) 4290 4290
Fax: (022) 4290 4291
Email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it.

xiii) Share Transfer System

Shares in physical form lodged for transfer with the Company's Registrar and Share Transfer Agent are normally processed within fifteen days from the date of lodgement, if the documents are clear in all respects; and put up for approval before the Share Transfer and Investors' Grievance 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 and Share Transfer Agent / Compliance Officer. In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants.

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. In compliance with the Listing Agreement with the Stock Exchanges, a Practising Company Secretary carries out audit of the System of Transfer and a certificate to that effect is obtained from him. The Company files a copy of the certificate with the Stock Exchanges within stipulated time.

xiv) Distribution of Shareholding as on March 31, 2011

No. of shares	Total holders	% of total holders	Total holding in shares	% of total capital
1-500	15,882	85.59	2,388,068	18.80
501-1000	1,420	7.65	1,173,623	9.24
1001-2000	642	3.46	993,391	7.82
2001-3000	235	1.27	604,144	4.76
3001-4000	90	0.48	325,953	2.57
4001-5000	96	0.52	454,375	3.58
5001-10000	104	0.56	746,231	5.88
10001-999999999	87	0.47	6,014,044	47.35
Total	18,556	100.00	12,699,829	100.00

xv) Shareholding Pattern as on March 31, 2010

Category	No. of Shares	%
Promoters	2,582,350	20.33
Institutional Investors	226,057	1.78
FIIs	721,277	5.68
Private Corporate Bodies	2,302,745	18.13
Indian Public	6,537,704	51.48
NRIs / OCBs	329,696	2.60
Total	12,699,829	100.00

xvi) Dematerialisation of shares and liquidity as on March 31, 2011

Physical shares : 205,007(1.61%)

De-materialized shares : 12,494,822 (98.39%)

Total shares : 12,699,829 (100.00%)     

Out of the above de-mat shares, 8,407,780 (67.29%) are held through National Securities Depository Limited and 4,087,042 (32.71%) are held through Central Depository Securities (India) Limited.

Transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF)

Pursuant to Section 205C of the Companies Act, 1956, dividends that are unpaid / unclaimed for a period of seven years from the date they became due for payment are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and corresponding dates when unpaid / unclaimed dividends are due for transfer to IEPF:

Financial Year	Date of Declaration	Due Date of Transfer to IEPF
2003-2004	15-09-2004	21-09-2011
2004-2005	08-08-2005	25-08-2012
2005-2006	24-08-2006	28-08-2013
2006-2007	28-09-2007	08-10-2014
2007-2008	12-09-2008	30-09-2015
2008-2009	29-08-2009	09-09-2016
2009-2010	29-09-2010	31-10-2017

During the year under review, an amount of rs. 337,656/- pertaining to unpaid dividend for the financial year 2002-2003 has been transferred to IEPF on November 10, 2010.

Shareholders who have so far not encashed their dividend demand drafts are requested to write to the Company / Registrar and Share Transfer Agent to claim the same, to avoid transfer to IEPF. Shareholders are advised that no claims shall lie against IEPF or the Company for the amounts of dividend so transferred to IEPF.

xviii) Outstanding ADR / GDR / other instruments 

During the year under review, the Company did not issue any ADRs / GDRs / other instruments, which is convertible into equity shares of the Company, also as on year end March 31, 2011, no such instruments were outstanding.

Plant Location

Plot No.47, Sector -1,
Parwanoo (H.P.) 173220.

xx) Registered Office address

During the year end, the Company changed its Registered Office w.e.f. June 28, 2010 to the following address:

501, Silver Metropolis,
Western Express Highway, Goregaon (East),
Mumbai 400063.

xxi) Address for correspondence

All correspondence by Members should be made to the Registrar and Share Transfer Agent or Registered Office of the Company as stated above. In case of Members holding shares in de-mat form are requested to intimate change in certain specific personal information like address and PAN, etc., to their Depository Participant. Others can send their correspondence to the Registered Office of the Company or communicate to the Company on This e-mail address is being protected from spambots. You need JavaScript enabled to view it.

Other information for correspondence

Telephone no.	:	(022) 4290 4290
Fax no.	:	(022) 4290 4291
Website	:	www.zicom.com

xxii) Shareholders e-mail address for Green Initiative 

As Members may be aware, Ministry of Corporate Affairs (MCA), has taken a ‘Green Initiative in Corporate Governance, whereby companies are permitted to send various corporate communications including Annual Report in electronic mode. For this the Company has to obtain and register e-mail addresses of its Members and changes therein from time to time.

Accordingly, Members are requested to register their e-mail address and changes therein from time to time, as per the modes specified under Note No. 20 of the Notice to the Annual General Meeting.