Composition And Category Of The Board

The Board of your Company is entrusted with the responsibility to safeguard good governance and functioning of the Company. The Board Members are professionals drawn from diverse areas with vast experience and knowledge in their respective field. The Board Members enjoy uninterrupted freedom for expressing their views and ideas in respect of any item included in agenda and matters related to the corporate affairs. They also have complete freedom to deliberate on other matters with the permission of Chairman subject to statutory restrictions. Statutory compliance reports are placed periodically before the Board for their review at the Board meetings.

The Board of Directors of the Company being professionals from diverse fields bring with them a wide range of professionalism, skills, knowledge, expertise, experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The Non-Executive including the Independent Directors bring external and wider perception and independence in the decision making. The Board from time to time reviews for addition to the Board and Senior Management of the Company (whether for expansion or for replacement), thereby planning for orderly succession to the Board of Directors and Senior Management.

At the beginning of the year under review, your Company had eight Directors on the Board comprising of four Independent, one Non- Executive Non-Independent being a woman Director, one Nominee Director and two Promoters; of which one being Executive Director. During the year, the following changes took place in the Board of the Company:

(a) Mr. Prabhakar Dalal (DIN: 00544948), an Independent Director, resigned effective from August 31, 2018;

(b) Mrs. Sharada Sundaram (DIN: 07067040), a Nominee Director, resigned effective from September 27, 2018;

(c) Mr. Mukul Desai (DIN: 00015126), an Independent Director, resigned effective from December 11, 2018; and

(d) Mr. Dhaval Mehta (DIN: 07501194), an Additional Director, in the capacity of an Independent Director, joined the Board effective from March 8, 2019

As a result of the aforesaid changes, at the end of the year i.e. on March 31, 2019, your Board comprised of six Directors with three Independent, one Non-Executive Non-Independent being a woman Director and two Promoters; of which one being Executive Director.

From the above, it can be noted that the Board of your Company is structured in such a manner, so as to maintain optimum combination of Independent and Non-Independent, as well as Executive and Non-Executive Director. The Chairman of the Board, being a Promoter, is a Non-Executive Director and hence half of the Board comprises of Independent Directors. There is no Nominee Director on the Board of the Company.

Subsequent to year end, Ms. Tanvi Joshi (DIN: 07703593), Non-Executive Non-Independent Director, resigned from the Directorship of the Company effective from August 14, 2019.

The composition of the Board and category of Directors are given in the below table:

 

NAME OF THE DIRECTOR CATEGORY
Mr. Manohar Bidaye, Chairman Non-Executive (Promoter)
Mr. Pramoud Rao, Managing Director Executive (Promoter)
Mr. K. D. Hodavdekar Independent
Mr. Anil Khanna Independent
Mr. Dhaval Mehta (appointed w.e.f. March 8, 2019) Independent
Mr. Prabhakar Dalal (resigned w.e.f. August 31, 2018) Independent
Mrs. Sharada Sundaram (resigned w.e.f. September 27, 2018) Nominee Director
Mr. Mukul Desai(resigned w.e.f. Dec 11, 2018) Independent
Ms. Tanvi Joshi (resigned w.e.f. Aug 14, 2019) Non-Executive Non Independent

Appointment / Re-appointment of Directors

  • As per the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, at every Annual General Meeting (AGM), out of the two-third of the total number of Directors (excluding Independent Directors), one-third of such Directors are liable to retire by rotation. Accordingly, Mr. Manohar Bidaye (DIN: 00010699) is the Director retiring by rotation at the forthcoming Twenty Fifth Annual General Meeting of the Company.

    Mr. Manohar Bidaye (DIN: 00010699), being Non-Executive Director and eligible, has offered himself for re-appointment as a Director, liable to retire by rotation.

    On March 8, 2019, Mr. Dhaval Mehta (DIN: 07501194) was appointed as an Additional Director, in the capacity of an Independent Director, on Board of the Company on the recommendation of the Nomination and Remuneration Committee, as per Section 161 of the Companies Act, 2013, to hold the office till the date of the ensuing Annual General Meeting. It is proposed to appoint Mr. Mehta as an Independent Director not liable to retire by rotation, for a term upto March 7, 2021, subject to approval of the Members.

    As required under Listing Regulations, brief resume of both the Directors, seeking appointment /re-appointment respectively 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:

    NAME OF THE DIRECTOR

    Mr. Manohar Bidaye

    Mr. Dhaval Mehta
    FATHER’S NAME Late Shri Gopal Bidaye Laxmikant Jadhavji Mehta
    DATE OF BIRTH November 11, 1963 October 11, 1964
    AGE 55 years 54 years
    DATE OF FIRST APPOINTMENT ON THE BOARD December 1, 1994 March 8, 2019
    DIRECTORS IDENTIFICATION NUMBER 00010699 07501194
    NATIONALITY Indian Indian
    EXPERIENCE(INCLUDING EXPERTISE IN SPECIFIC FUNCTIONAL AREAS) Over 30 year of experience in Corporate Planning, Corporate Law, Finance, Taxation and other related areas Over 34 years of experience as an Advertising Professional. Worked with various sectors from Agriculture, FMCG, Fashion, Real Estate to Services; core strengths include Brand building, BTL P r o m o t i o n s , D i r e c t M a r k e t i n g , Exhibitions, etc.
    QUALIFICATION M.Com, LL.B.(Gen.), Company Secretary B.Com; Diploma in Transport Management; Diploma in Marketing Management
    TERMS AND CONDITIONS OF RE-APPOINTMENT In terms of Section 152(6) of the Companies Act, 2013, Mr. Manohar Bidaye who was re-appointed as a Director at the Annual General Meeting held on September 24, 2018 is liable to retire by rotation at the Meeting. As per the resolution at Item No. 3 of the Notice convening this Meeting read with explanatory statement thereto, Mr. Dhaval Mehta is proposed to be appointed as an Independent Director.
    REMUNERATION LAST DRAWN Mr. Manohar Bidaye was entitled to monthly remuneration for rendering advisory services to the Company, as approved by the Shareholders and Central Government, upto March 31, 2017. However, during the year under review, Mr. Manohar Bidaye has willingly opted for non-receipt of sitting fees during the year under review. N.A.
    REMUNERATION LAST DRAWN Not Applicable However, during the year under review, Mr. Manohar Bidaye has willingly opted for non-receipt of sitting fees. Not Applicable
    REMUNERATION PROPOSED TO BE PAID No remuneration, except for sitting fees. No remuneration, except for sitting fees.
    NUMBER OF DIRECTORSHIPS IN OTHER COMPANIES 11 Nil
    LIST OF OUTSIDE DIRECTORSHIPS HELD (INCLUDES PUBLIC, PRIVATE, FOREIGN COMPANIES, COMPANIES UNDER SECTION 8)
    • Zicom SaaS Private Limited
    • Unisafe Fire Protection Specialists India Private Limited
    • ASTM Skills Private Limited
    • Baronet Properties & Investmenst Private Limited
    • Coronet Properties & Investments Private Limited
    • Progressive Equifin Private Limited
    • Success Equifin Private Limited
    • Chaitra Telenet Private Limited
    • Unisafe Fire Protection Specialists LLC, Dubai
    • Phoenix International WLL, Qatar
    • Zicom Security Projects Pte. Ltd., Singapore
    Not Applicable
    LIST OF OTHER COMMITTEES IN WHICH DIRECTOR IS MEMBER / CHAIRMAN (INCLUDES ALL CHAIRMANSHIPS / MEMBERSHIPS OF AUDIT COMMITTEE, STAKEHOLDERS’ RELATIONSHIP COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE OF ALL PUBLIC LIMITED COMPANIES)
    • Zicom SaaS Private Limited – Member of Audit Committee
    • Zicom SaaS Private Limited – Member of Nomination and Remuneration Committee
    Not Applicable
    NUMBER OF SHARES HELD IN THE COMPANY Nil Nil
    RELATIONSHIP WITH OTHER DIRECTORS / KEY MANAGERIAL PERSONNEL Not related to any Director / Key Managerial Personnel Not related to any Director / Key Managerial Personnel
    NUMBER OF BOARD MEETINGS ATTENDED DURING THE FINANCIAL YEAR (2017-18) 4 Nil

Other provisions related to Board and Committees

  • Board Meetings held: During the year under review, the Board met on four occasions, i.e. on May 29, 2018; August 14, 2018; November 14, 2018 (original meeting); November 15, 2018 (adjourned meeting due to want of information) and February 12, 2019. The maximum gap between the two meetings was not more than one hundred and twenty days as stipulated under Regulation 17(2) of the Listing Regulations. The information as specified in Part A of Schedule II of the Listing Regulations have been placed before the Board from time to time for its consideration.
  • Chairmanship / Membership:  Pursuant to Regulation 26 of the Listing Regulations, all the Directors have confirmed to the Company that none of them is a member of more than ten committees, or is chairperson of more than five committees across all listed / unlisted public companies in which they are acting as Directors.
  • 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.
  • None of the Directors are related to each other in any way.

 

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

 

PARTICULARS OF OTHER DIRECTORSHIPS,1
COMMITTEE CHAIRMANSHIPS / MEMBERSHIPS2

ATTENDANCE

NAME OF DIRECTOR

CATEGORY OF DIRECTORSHIP AND NAME OF THE OTHER LISTED COMPANY (S) AS ON MARCH 31, 2019

DIRECTORSHIP

COMMITTEE MEMBERSHIPS3

COMMITTEE CHAIRPERSONSHIP

BOARD MEETING

AUDIT COMMITTEE MEETING

LAST AGM

Mr. Manohar Bidaye

N.A.

3

3

1

4

4

Yes

Mr. Pramoud Rao

N.A.

3

1

4

N.A.

Yes

Mr. K. D. Hodavdekar

Alok Industries Limited – Independent Director

3

3

4

4

Yes

Mr. Anil Khanna

Mercator Limited – Independent Director

4

4

1

3

3

Yes

Mr. Dhaval Mehta (appointed w.e.f. March 8, 2019

N.A.

1

N.A.

N.A.

N.A.

Mr. Prabhakar Dalal * (resigned w.e.f. August 31, 2018)

Ajanta Pharma – Independent Director

4

3

2

2

N.A.

N.A.

Mrs. Sharada Sundaram * (resigned w.e.f. September 27, 2018)

N.A.

1

1

N.A.

No

Mr. Mukul Desai * (resigned w.e.f. December 11, 2018)

Ecoplast Limited – Independent Director

4

5

4

2

2

Yes

Ms. Tanvi Joshi * (resigned w.e.f. August 14, 2019)

N.A.

1

1

N.A.

No

*The details of Category of Directorship, Directorship and Memberships (including Chairmanships) are as on the date of cessation. Alternate directorship, directorship / committee membership in private companies, foreign companies, companies under Section 8 of the Companies Act, 2013, are not included while calculating directorships in above table.
Chairpersonship / Membership of only the Audit Committee and Stakeholders’ Relationship Committee of all public limited companies have been considered.
Also includes the committees in which a Director holds position as a Chairperson.

Compensation and Disclosures of Non-Executive Directors

The Company pays sitting fees to all its Non-Executive Directors for attending the meetings of the Board, Audit Committee and other Committees of the Company, except to Mr. Manohar Bidaye; who has willingly opted for non-receipt of sitting fees during the year under review.

During the year under review,

a) Mr. Prabhakar Dalal, Independent Director, resigned from the Directorship of the Company effective from August 31, 2018;

b) Mrs. Sharada Sundaram, Nominee Director, resigned from the Directorship of the Company effective from September 27, 2018;

c) Mr. Mukul Desai, Independent Director, resigned from the Directorship of the Company effective from December 11, 2018.

Subsequent to year end, Ms. Tanvi Joshi, Non-Executive Director, resigned from the Directorship of the Company effective from August 14, 2019.

No Independent Director is holding any Equity Shares or stock options in the Company.

 

Terms & Conditions of Appointment of Independent Directors

Audit Committee

The composition, quorum, powers, role, etc., of the Audit Committee are in accordance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Audit Committee acts as a link between the Auditors and the Board of Directors. The Audit Committee inter-alia keeps checks on the adequacy of the internal control systems, financial disclosures and statutory compliances.

Composition:The Audit Committee comprises of three(3) Non-Executive Directors, all of them being financially literate and having accounts and financial management knowledge. Majority i.e. two-thirds of the Audit Committee Members are Independent. Mr. Anil Khanna, Chairman of the Audit Committee, is in practice as a Chartered Accountant since 1991 with specialization in business management and statutory compliance services, joint ventures, auditing, International taxation, etc. The Chief Financial Officer (CFO) and representatives of the Statutory Auditors and Internal Auditors remain present at the Meetings. The Company Secretary acts as Secretary to the Committee Meetings. The Audit Committee invites such of the executives, professionals and other persons, as it deem necessary for its functioning.

The Chairman of Audit Committee was present at the 24th Annual General Meeting held on September 24, 2018.

During the year under review, the Board of your Company, through Circular Resolution dated May 14, 2018, appointed Mr. Anil Khanna, Independent Director, as a Member of Audit Committee from even date. However, with the resignation of Mr. Mukul Desai as an Independent Director effective December 11, 2018; he also ceased to be Chairman of the Committee effective even date. Mr.Anil Khanna, Independent Director, was elected as Chairman of the Committee effective January 3, 2019 by the Board of your Company through Circular Resolution of even date.

The Members of the Audit Committee are as follows:

NAME OF COMMITTEE MEMBER  DESIGNATION IN COMMITTEE
Mr. Anil Khanna (appoined w.e.f. May 14, 2018) (elected Chairman w.e.f. January 3, 2019) Chairman (Independent)
Mr. Manohar Bidaye Member (Non-Executive Promoter)
Mr. K. D. Hodavdekar Member (Independent)
Mr. Mukul Desai (Resigned w.e.f. December 11,2018) Chairman (Independent)

 

Objective:The Audit Committee is constituted by the Board with intent to assist the later in its oversight of – (i) the quality and integrity of the accounting, auditing and reporting practices of the Company; (ii) the integrity of the financial statements, the appointment, independence, performance and remuneration of the Statutory and Internal Auditors; (iii) the independent auditor’s qualifications; (iv) the performance of the Company’s internal audit function and independent auditors; and (v) the compliance with the legal and regulatory requirements.

Meetings:During the year under review, the Audit Committee met four times on May 29, 2018; August 14, 2018; November 14, 2018; and February 12, 2019. The maximum time gap between two meetings did not exceed a period of one hundred and twenty days. The quorum of the Audit Committee meeting is two Independent Members. Requisite quorum was present at all the Committee meetings held during the year. The attendance of Members at the Audit Committee meetings held during the year is given in the table under Para II (F) above.

Terms of Reference:

The terms of reference of the Audit Committee covers the following:
i. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. Recommending to the Board, the appointment, re-appointment, terms of appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees.

iii. Approving payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

iv. Reviewing, with the management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:
a.  matters required to be included in the Director’s Responsibility Statement forming part of the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b.  changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by the management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to Financial Statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft Audit Report.
v. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval.

vi. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

vii. Review and monitor the Auditor’s independence and performance, and effectiveness of audit process.

viii. Approval or any subsequent modification of transactions of the Company with related parties.

ix. Scrutiny of inter-corporate loans and investments.

x. Valuation of undertakings or assets of the company, wherever it is necessary.

xi. Evaluation of internal financial controls and risk management systems.

xii. Reviewing, with the Management, the performance of Statutory and Internal Auditors, and adequacy of the internal control systems.

xiii. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

xiv.  Discussion with Internal Auditors, any significant findings and follow up thereon.

xv. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

xvi. Discussion with the Statutory Auditors before the audit commences, about the nature and scope of audit as well as post audit discussions to ascertain any area of concern.

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

xviii. To review the functioning of the Whistle Blower Mechanism.

xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

xx. Reviewing the utilization of loans and / or advances from / investment by the holding company in the subsidiary exceeding ` 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.

xxi. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Further, the Audit Committee mandatorily reviews and considers all the matters, prescribed under Part C (B) of Schedule II of the Listing Regulations as are periodically placed before it. The Committee also recommends on the appointment of the Internal Auditor to the Board.

Nomination and Remuneration Committee

The composition, quorum, powers, role, etc., of the Nomination and Remuneration Committee are in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.Composition: During the year under review, the Nomination and Remuneration Committee was reconstituted and comprised of the following Directors as detailed below:

 

NAME OF COMMITTEE MEMBER DESIGNATION IN COMMITTEE
Mr. K. D. Hodavdekar (elected Chairman w.e.f. January 3, 2019) Chairman (Independent)
Mr. Manohar Bidaye (appointed w.e.f. September 12, 2018) Member, Non-Executive (Promoter)
Mr. Anil Khanna (appointed w.e.f. January 3, 2019) Member (Independent)
Mr. Mukul Desai (resigned w.e.f. December 11, 2018) Chairman (Independent)
Mr. Prabhakar Dalal (resigned w.e.f. August 31, 2018) Member (Independent)

 

During the year under review, with the resignation of Mr. Mukul Desai as an Independent Director effective December 11, 2018; he also ceased to be Chairman of the Committee effective even date. Mr. K. D. Hodavdekar was elected as Chairman of the Committee effective January 3, 2019 by the Board of your Company through Circular Resolution of even date.

Further, during the year under review: a) Mr. Prabhakar Dalal, Independent Director ceased to be a Member of the Committee effective August 31, 2018; b) Mr. Manohar Bidaye, Non-Executive (Promoter), was appointed as Member of the Committee effective September 12, 2018 by the Board of your Company through Circular Resolution of even date; and c) Mr. Anil Khanna, Independent Director, was appointed as Member of the Committee effective January 3, 2019 by the Board of your Company through Circular Resolution of even date.

 

Terms of Reference:

The Terms of Reference inter-alia includes the following:

  1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
  2. To formulate the criteria for evaluation of Independent Directors and the Board.
  3. To devise a policy on Board diversity.
  4. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and / or removal.
  5. To carry out evaluation of every Director’s performance.
  6. To provide reports after completion of evaluation process by the Directors.
  7. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
  8. To administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Scheme.
  9. To recommend to the Board, all remuneration, in whatever form, payable to senior management.
  10. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
  11. To perform such other functions as may be necessary or appropriate for the performance of its duties.

 

Meetings: During the year under review, the Committee met three times on May 28, 2018; February 11, 2019 and March 7, 2019. The necessary quorum was present for all the Meetings. The Chairman of the Committee was present at the 24th Annual General Meeting held on September 24, 2018. The attendance of each Member at the said Meetings is stated below:

 

NAME OF COMMITTEE MEMBER NO. OF MEETINGS ATTENDED
Mr. K. D. Hodavdekar (elected Chairman w.e.f. January 3, 2019) 3
Mr. Manohar Bidaye (appointed w.e.f. September 12, 2018) 2
Mr. Anil Khanna (appointed w.e.f. January 3, 2019) 2
Mr. Mukul Desai (resigned w.e.f. December 11, 2018) 1
Mr. Prabhakar Dalal (resigned w.e.f. August 31, 2018) 1

 

 

Remuneration Policy:

The Nomination and Remuneration Committee recommends the remuneration, including the commission based on the Net Profits of the Company, for the Managing Director / Director / other Whole-Time Directors (as the case may be), for approval by the Board and Members. Prior approval of Members is obtained in case of remuneration to Non-Executive Directors, except for sitting fees to the extent permitted. The remuneration paid is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance and review of remuneration packages of managerial personnel of other organizations. Perquisites and retirement benefits are paid according to the Company policy as applicable to senior executives of the Company, subject to prescribed statutory ceiling.

While formulating the remuneration policy, the Nomination and Remuneration Committee ensures that:

  1. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
  2. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
  3. remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals / business executives. Non-Executive Directors are paid sitting fees for attending the meetings of the Board and various other Committees, which is determined keeping in view comparable industry and corporate standards.

The remuneration of employees largely consists of basic salary, perquisites, bonus and performance incentives. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The main objective of the remuneration policy is to motivate each and every employee and to stimulate excellence in their performance, recognise merits / achievements in order to retain the talent in the Company and to promote the feeling of belongingness.

In addition to the above, the Directors (other than Promoters and Independent Directors) and the employees may be granted stock options under the Employees Stock Options Scheme of the Company as may be approved by the Shareholders and decided by the Nomination and Remuneration Committee of Directors from time to time.

 

Details of Remuneration to Directors:

PARTICULARS REMUNERATION TO MR. PRAMOUD RAO, MANAGING DIRECTOR (EXECUTIVE DIRECTOR)
Terms of Appointment With approval of the Members through Postal Ballot, results of which were declared on February 8, 2017, the term of Mr. Pramoud Rao, as Managing Director was renewed for a further period of five years i.e. from March 1, 2017 till February 28, 2022. However, the terms of his remuneration has been approved for a period of three years i.e. upto February 29, 2020. Remuneration paid to Mr. Pramoud Rao during 2018-19 is as under:

Rs. Lakh
Salary (including Basic, HRA, Special Allowance, CCA)
53.28
Commission
Nil
Medical
Nil
LTA
0.96
PF
0.22
Total
54.46
Contractual basis Yes
Commission & Fixed Components Commission up to 2% of Net Profit for each financial year (as may be decided by the Board) and other fixed components which forms part of remuneration. No Commission has been paid for financial year 2018-19.
Notice period for severance & severance fees Six months. Compensation for severance of services would be computed in accordance with applicable provision of the Companies Act.
Perquisites Entitled as per the Agreement.
Sitting Fees Not entitled for sitting fees for attending meetings of the Board of Directors or any of its Committees.
Absence or inadequacy of profits In the event of absence or inadequacy of profits in any financial year during the tenure of Managing Director, he would be entitled for the aforesaid remuneration, perquisites / benefits as the minimum remuneration, subject to the ceiling limits prescribed under Schedule V and other applicable provisions of the Companies Act, 2013; subject to necessary approval from the Central Government (if required).

 

Remuneration to other Non-Executive Directors

  • Remuneration by way of sitting fees for attending Board and Committee meetings are paid to Non-Executive Directors (other than the Chairman). Sitting fees vary from type of meetings attended
  • During the year, the Non-Executive Directors were paid sitting fees for attending each of the following meetings of the Company as under:

     

    TYPE OF MEETINGS SITTING FEES (IN RS.)
    Board Meeting
    15,000
    Audit Committee Meeting
    5,000
    Stakeholders’ Relationship Committee Meeting
    1,500
    Other Committees Meetings
    2,500
  • Details of sitting fees paid to Non-Executive Directors during the year are as under:

     

    (Rs. Lakh)
    NAME OF NON-EXECUTIVE DIRECTORS
    SITTING FEES
    Mr. K. D. Hodavdekar
    1.24
    Mr. Anil Khanna
    0.95
    Ms. Tanvi Joshi (resigned w.e.f. August 14, 2019)
    0.15
    Mr. Dhaval Mehta (appointed w.e.f. March 8, 2019)
    0
    Mr. Prabhakar Dalal (resigned w.e.f. August 31, 2018)
    0.32
    Mrs. Sharada Sundaram (resigned w.e.f. September 27, 2018)
    0.15
    Mr. Mukul Desai (resigned w.e.f. December 11, 2018)
    0.53
    Total
    3.35

     

  • No Non-Executive Director has any material pecuniary relationship or transactions with the Company.
  • Mr. Manohar Bidaye, Promoter and Non-Executive Director, does not hold any Equity Shares as an individual. However, Mr.Manohar Bidaye is Director / Shareholder in four private companies who are holding shares in the Company as per details given below:

     

    SR. NO. NAME OF THE COMPANY NO. OF SHARES HELD % OF SHAREHOLDING
    1 Baronet Properties and Investments Private Limited
    235,652
    0.57
    2 Coronet Properties and Investments Private Limited
    8,86,286
    2.15
    3 Progressive Equifin Private Limited
    5,264
    0.01
    4 Success Equifin Private Limited
    521
    0.00

    Except for Mr. Manohar Bidaye, as aforesaid, no other Non-Executive Directors hold any Equity Shares of the Company.

  • No Directors were granted any Stock Options during the year under review, and none of them hold any Stock Options of the Company.
  • None of the Directors hold any convertible instruments in the Company.

 

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the annual performance evaluation of the Board was carried out. The Board / Nomination and Remuneration Committee of Directors have laid down the criteria for evaluation of the performance of the Board, its Committees and individual Directors. A structured questionnaire prepared covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committee, Board procedures, development, etc. was circulated to Directors for the purpose of evaluation.

The Nomination and Remuneration Committee at its meeting held on March 7, 2019 evaluated the performance of individual Directors of the Board.

The Independent Directors at their meeting held on March 7, 2019, carried out the performance evaluation of Board as a whole, its Committees, Chairman of the Company and Non-Independent Directors. Subsequently, the Board at its meeting held on May 28, 2019, discussed and evaluated the performance of the Board, its Committeesand individual Directors.

Stakeholders' Relationship Committee

The composition, role, etc., of the Stakeholders’ Relationship Committee are in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

Composition: During the year under review, the Stakeholders’ Relationship Committee was reconstituted and comprised of the following Directors as detailed below:

 

NAME OF COMMITTEE MEMBER DESIGNATION IN COMMITTEE
Mr. Manohar Bidaye Chairman (Non-Executive Promoter)
Mr. Pramoud Rao Member (Executive Promoter)
Mr. K. D. Hodavdekar (appointed w.e.f. January 3, 2019) Member (Independent)
Mr. Mukul Desai (resigned w.e.f. December 11, 2018) Member (Independent)

During the year under review, with the resignation of Mr. Mukul Desai as an Independent Director effective December 11, 2018; he also ceased to be Member of the Committee effective even date. Further, during the year under review, the Board of your Company through Circular Resolution dated January 3, 2019, appointed Mr. K. D. Hodavdekar, Independent Director, as a Member of Stakeholders’ Relationship Committeefrom even date.

Terms of Reference: The terms of reference, inter alia, are as follows:

  1. To approve or deal with applications for transfer, transmission, transposition and mutation of share certificates including duplicate, split, renewal, sub-division or consolidation of certificates and to deal with all related matters.
  2. To look into and redress Shareholders / investors grievances relating to:
    1. Transfer of shares;
    2. Non-receipt of declared dividends;
    3. Non-receipt of annual reports;
    4. All such complaints directly concerning the Shareholders / investors as stakeholders of the Company; and
    5. Any such matters that may be considered necessary in relation to Shareholders and investors of the Company.
  3. To review measures taken for effective exercise of voting rights by shareholders.
  4. To oversee the performance of the Company’s Registrar and Transfer Agents.
  5. To monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.
  6. To review measures taken for effective exercise of voting rights by shareholders.
  7. To review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.
  8. To review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the Company.
  9. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.

 

Meetings:

The Stakeholders Relationship Committee generally meets once in a month depending on the frequency of grievances / transfer / duplicate requests received from the Shareholders. In the financial year 2018-19, the Committee met 11 times. The attendance of each Member at the said Meetings is stated below:

 

NAME OF COMMITTEE MEMBER NO. OF MEETINGS ATTENDED
Mr. Manohar Bidaye 11
Mr. Pramoud Rao 11
Mr. K.D. Hodavdekar (appointed w.e.f. January 3, 2019 3
Mr. Mukul Desai (resigned w.e.f. December 11, 2018) 7

 

The Chairman of the Committee was present at the last Annual General Meeting held on September 24, 2018.

 

Compliance Officer:Ms. Kunjan Trivedi, Company Secretary, is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Regulations with the Stock Exchanges in India.

Investor Grievance Redressal: The Company addresses all complaints, suggestions and grievances expeditiously and replies have normally been sent / issued within 7 days, except in case of dispute over facts or other impediments. During the year, the Company received no complaints from the shareholders. As a result there were no pending complaints as on March 31, 2019.

As during the year under review, no complaints were received; hence the requirement of giving details of unresolved complaints does not apply.

Corporate Social Responsibility Committee

Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee was constituted. For the year under review, the provisions of Section 135 of Companies Act, 2013 read with the relevant Rules relating to Corporate Social Responsibility does not apply to the Company, as it does not fall under any of the criteria specified under them.

Composition:

Corporate Social Responsibility (CSR) Committee comprises of following three Directors:

 

NAME OF COMMITTEE MEMBER DESIGNATION IN COMMITTEE
Mr. Manohar Bidaye Chairman (Non-Executive Promoter)
Mr. Pramoud Rao Member (Executive Promoter)
Mr. K. D. Hodavdekar Member (Independent)

Terms of Reference:

  1. To formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act 2013;
  2. To recommend the amount of expenditure to be incurred on the CSR activities; and
  3. To monitor the CSR Policy of the Company from time to time.

Meetings:

During the year under review, one meetings of CSR Committee was held on May 29, 2018. All the Members were present at the Meetings.

In addition to the above mentioned Committees, the Board has also constituted the following Committees:

  1. Preferential Issue Committee: The Preferential Issue Committee comprises of the following Directors: Mr. Manohar Bidaye, Chairman; Mr. Pramoud Rao, Mr. K.D. Hodavdekar, Members. The Committee did not meet during the year under review.
  2. Managing Committee: The Managing Committee comprises of the following Directors:Mr. Manohar Bidaye, Chairman; Mr. Pramoud Rao, and Mr. K.D. Hodavdekar, Members.  The Committee did not meet during the year under review.

ZESSL – Code of Conduct for Insider Trading (effective April 1, 2019)

ZESSL – Code of Conduct for Insider Trading (effective April 1, 2019)

 

ZESSL – Code of Conduct – Board of Directors & Senior Management Personnel

ZESSL – Code of Conduct – Board of Directors & Senior Management Personnel

ZESSL – Policy for Inquiry in case of Leak of UPSI (effective April 1, 2019)

ZESSL – Policy for Inquiry in case of Leak of UPSI (effective April 1, 2019)

 

Nomination and Remuneration Policy

Nomination and Remuneration Policy

 

Policy on Material Subsidiary

Policy on Material Subsidiary

BOARD OF DIRECTORS

Composition And Category Of The Board

The Board of your Company is entrusted with the responsibility to safeguard good governance and functioning of the Company. The Board Members are professionals drawn from diverse areas with vast experience and knowledge in their respective field. The Board Members enjoy uninterrupted freedom for expressing their views and ideas in respect of any item included in agenda and matters related to the corporate affairs. They also have complete freedom to deliberate on other matters with the permission of Chairman subject to statutory restrictions. Statutory compliance reports are placed periodically before the Board for their review at the Board meetings.

The Board of Directors of the Company being professionals from diverse fields bring with them a wide range of professionalism, skills, knowledge, expertise, experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The Non-Executive including the Independent Directors bring external and wider perception and independence in the decision making. The Board from time to time reviews for addition to the Board and Senior Management of the Company (whether for expansion or for replacement), thereby planning for orderly succession to the Board of Directors and Senior Management.

At the beginning of the year under review, your Company had eight Directors on the Board comprising of four Independent, one Non- Executive Non-Independent being a woman Director, one Nominee Director and two Promoters; of which one being Executive Director. During the year, the following changes took place in the Board of the Company:

(a) Mr. Prabhakar Dalal (DIN: 00544948), an Independent Director, resigned effective from August 31, 2018;

(b) Mrs. Sharada Sundaram (DIN: 07067040), a Nominee Director, resigned effective from September 27, 2018;

(c) Mr. Mukul Desai (DIN: 00015126), an Independent Director, resigned effective from December 11, 2018; and

(d) Mr. Dhaval Mehta (DIN: 07501194), an Additional Director, in the capacity of an Independent Director, joined the Board effective from March 8, 2019

As a result of the aforesaid changes, at the end of the year i.e. on March 31, 2019, your Board comprised of six Directors with three Independent, one Non-Executive Non-Independent being a woman Director and two Promoters; of which one being Executive Director.

From the above, it can be noted that the Board of your Company is structured in such a manner, so as to maintain optimum combination of Independent and Non-Independent, as well as Executive and Non-Executive Director. The Chairman of the Board, being a Promoter, is a Non-Executive Director and hence half of the Board comprises of Independent Directors. There is no Nominee Director on the Board of the Company.

Subsequent to year end, Ms. Tanvi Joshi (DIN: 07703593), Non-Executive Non-Independent Director, resigned from the Directorship of the Company effective from August 14, 2019.

The composition of the Board and category of Directors are given in the below table:

 

NAME OF THE DIRECTOR CATEGORY
Mr. Manohar Bidaye, Chairman Non-Executive (Promoter)
Mr. Pramoud Rao, Managing Director Executive (Promoter)
Mr. K. D. Hodavdekar Independent
Mr. Anil Khanna Independent
Mr. Dhaval Mehta (appointed w.e.f. March 8, 2019) Independent
Mr. Prabhakar Dalal (resigned w.e.f. August 31, 2018) Independent
Mrs. Sharada Sundaram (resigned w.e.f. September 27, 2018) Nominee Director
Mr. Mukul Desai(resigned w.e.f. Dec 11, 2018) Independent
Ms. Tanvi Joshi (resigned w.e.f. Aug 14, 2019) Non-Executive Non Independent

Appointment / Re-appointment of Directors

  • As per the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, at every Annual General Meeting (AGM), out of the two-third of the total number of Directors (excluding Independent Directors), one-third of such Directors are liable to retire by rotation. Accordingly, Mr. Manohar Bidaye (DIN: 00010699) is the Director retiring by rotation at the forthcoming Twenty Fifth Annual General Meeting of the Company.

    Mr. Manohar Bidaye (DIN: 00010699), being Non-Executive Director and eligible, has offered himself for re-appointment as a Director, liable to retire by rotation.

    On March 8, 2019, Mr. Dhaval Mehta (DIN: 07501194) was appointed as an Additional Director, in the capacity of an Independent Director, on Board of the Company on the recommendation of the Nomination and Remuneration Committee, as per Section 161 of the Companies Act, 2013, to hold the office till the date of the ensuing Annual General Meeting. It is proposed to appoint Mr. Mehta as an Independent Director not liable to retire by rotation, for a term upto March 7, 2021, subject to approval of the Members.

    As required under Listing Regulations, brief resume of both the Directors, seeking appointment /re-appointment respectively 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:

    NAME OF THE DIRECTOR

    Mr. Manohar Bidaye

    Mr. Dhaval Mehta
    FATHER’S NAME Late Shri Gopal Bidaye Laxmikant Jadhavji Mehta
    DATE OF BIRTH November 11, 1963 October 11, 1964
    AGE 55 years 54 years
    DATE OF FIRST APPOINTMENT ON THE BOARD December 1, 1994 March 8, 2019
    DIRECTORS IDENTIFICATION NUMBER 00010699 07501194
    NATIONALITY Indian Indian
    EXPERIENCE(INCLUDING EXPERTISE IN SPECIFIC FUNCTIONAL AREAS) Over 30 year of experience in Corporate Planning, Corporate Law, Finance, Taxation and other related areas Over 34 years of experience as an Advertising Professional. Worked with various sectors from Agriculture, FMCG, Fashion, Real Estate to Services; core strengths include Brand building, BTL P r o m o t i o n s , D i r e c t M a r k e t i n g , Exhibitions, etc.
    QUALIFICATION M.Com, LL.B.(Gen.), Company Secretary B.Com; Diploma in Transport Management; Diploma in Marketing Management
    TERMS AND CONDITIONS OF RE-APPOINTMENT In terms of Section 152(6) of the Companies Act, 2013, Mr. Manohar Bidaye who was re-appointed as a Director at the Annual General Meeting held on September 24, 2018 is liable to retire by rotation at the Meeting. As per the resolution at Item No. 3 of the Notice convening this Meeting read with explanatory statement thereto, Mr. Dhaval Mehta is proposed to be appointed as an Independent Director.
    REMUNERATION LAST DRAWN Mr. Manohar Bidaye was entitled to monthly remuneration for rendering advisory services to the Company, as approved by the Shareholders and Central Government, upto March 31, 2017. However, during the year under review, Mr. Manohar Bidaye has willingly opted for non-receipt of sitting fees during the year under review. N.A.
    REMUNERATION LAST DRAWN Not Applicable However, during the year under review, Mr. Manohar Bidaye has willingly opted for non-receipt of sitting fees. Not Applicable
    REMUNERATION PROPOSED TO BE PAID No remuneration, except for sitting fees. No remuneration, except for sitting fees.
    NUMBER OF DIRECTORSHIPS IN OTHER COMPANIES 11 Nil
    LIST OF OUTSIDE DIRECTORSHIPS HELD (INCLUDES PUBLIC, PRIVATE, FOREIGN COMPANIES, COMPANIES UNDER SECTION 8)
    • Zicom SaaS Private Limited
    • Unisafe Fire Protection Specialists India Private Limited
    • ASTM Skills Private Limited
    • Baronet Properties & Investmenst Private Limited
    • Coronet Properties & Investments Private Limited
    • Progressive Equifin Private Limited
    • Success Equifin Private Limited
    • Chaitra Telenet Private Limited
    • Unisafe Fire Protection Specialists LLC, Dubai
    • Phoenix International WLL, Qatar
    • Zicom Security Projects Pte. Ltd., Singapore
    Not Applicable
    LIST OF OTHER COMMITTEES IN WHICH DIRECTOR IS MEMBER / CHAIRMAN (INCLUDES ALL CHAIRMANSHIPS / MEMBERSHIPS OF AUDIT COMMITTEE, STAKEHOLDERS’ RELATIONSHIP COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE OF ALL PUBLIC LIMITED COMPANIES)
    • Zicom SaaS Private Limited – Member of Audit Committee
    • Zicom SaaS Private Limited – Member of Nomination and Remuneration Committee
    Not Applicable
    NUMBER OF SHARES HELD IN THE COMPANY Nil Nil
    RELATIONSHIP WITH OTHER DIRECTORS / KEY MANAGERIAL PERSONNEL Not related to any Director / Key Managerial Personnel Not related to any Director / Key Managerial Personnel
    NUMBER OF BOARD MEETINGS ATTENDED DURING THE FINANCIAL YEAR (2017-18) 4 Nil

Other provisions related to Board and Committees

  • Board Meetings held: During the year under review, the Board met on four occasions, i.e. on May 29, 2018; August 14, 2018; November 14, 2018 (original meeting); November 15, 2018 (adjourned meeting due to want of information) and February 12, 2019. The maximum gap between the two meetings was not more than one hundred and twenty days as stipulated under Regulation 17(2) of the Listing Regulations. The information as specified in Part A of Schedule II of the Listing Regulations have been placed before the Board from time to time for its consideration.
  • Chairmanship / Membership:  Pursuant to Regulation 26 of the Listing Regulations, all the Directors have confirmed to the Company that none of them is a member of more than ten committees, or is chairperson of more than five committees across all listed / unlisted public companies in which they are acting as Directors.
  • 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.
  • None of the Directors are related to each other in any way.

 

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

 

PARTICULARS OF OTHER DIRECTORSHIPS,1
COMMITTEE CHAIRMANSHIPS / MEMBERSHIPS2

ATTENDANCE

NAME OF DIRECTOR

CATEGORY OF DIRECTORSHIP AND NAME OF THE OTHER LISTED COMPANY (S) AS ON MARCH 31, 2019

DIRECTORSHIP

COMMITTEE MEMBERSHIPS3

COMMITTEE CHAIRPERSONSHIP

BOARD MEETING

AUDIT COMMITTEE MEETING

LAST AGM

Mr. Manohar Bidaye

N.A.

3

3

1

4

4

Yes

Mr. Pramoud Rao

N.A.

3

1

4

N.A.

Yes

Mr. K. D. Hodavdekar

Alok Industries Limited – Independent Director

3

3

4

4

Yes

Mr. Anil Khanna

Mercator Limited – Independent Director

4

4

1

3

3

Yes

Mr. Dhaval Mehta (appointed w.e.f. March 8, 2019

N.A.

1

N.A.

N.A.

N.A.

Mr. Prabhakar Dalal * (resigned w.e.f. August 31, 2018)

Ajanta Pharma – Independent Director

4

3

2

2

N.A.

N.A.

Mrs. Sharada Sundaram * (resigned w.e.f. September 27, 2018)

N.A.

1

1

N.A.

No

Mr. Mukul Desai * (resigned w.e.f. December 11, 2018)

Ecoplast Limited – Independent Director

4

5

4

2

2

Yes

Ms. Tanvi Joshi * (resigned w.e.f. August 14, 2019)

N.A.

1

1

N.A.

No

*The details of Category of Directorship, Directorship and Memberships (including Chairmanships) are as on the date of cessation. Alternate directorship, directorship / committee membership in private companies, foreign companies, companies under Section 8 of the Companies Act, 2013, are not included while calculating directorships in above table.
Chairpersonship / Membership of only the Audit Committee and Stakeholders’ Relationship Committee of all public limited companies have been considered.
Also includes the committees in which a Director holds position as a Chairperson.

Compensation and Disclosures of Non-Executive Directors

The Company pays sitting fees to all its Non-Executive Directors for attending the meetings of the Board, Audit Committee and other Committees of the Company, except to Mr. Manohar Bidaye; who has willingly opted for non-receipt of sitting fees during the year under review.

During the year under review,

a) Mr. Prabhakar Dalal, Independent Director, resigned from the Directorship of the Company effective from August 31, 2018;

b) Mrs. Sharada Sundaram, Nominee Director, resigned from the Directorship of the Company effective from September 27, 2018;

c) Mr. Mukul Desai, Independent Director, resigned from the Directorship of the Company effective from December 11, 2018.

Subsequent to year end, Ms. Tanvi Joshi, Non-Executive Director, resigned from the Directorship of the Company effective from August 14, 2019.

No Independent Director is holding any Equity Shares or stock options in the Company.

 

Terms & Conditions of Appointment of Independent Directors

BOARD OF COMMITTEES

Audit Committee

The composition, quorum, powers, role, etc., of the Audit Committee are in accordance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Audit Committee acts as a link between the Auditors and the Board of Directors. The Audit Committee inter-alia keeps checks on the adequacy of the internal control systems, financial disclosures and statutory compliances.

Composition:The Audit Committee comprises of three(3) Non-Executive Directors, all of them being financially literate and having accounts and financial management knowledge. Majority i.e. two-thirds of the Audit Committee Members are Independent. Mr. Anil Khanna, Chairman of the Audit Committee, is in practice as a Chartered Accountant since 1991 with specialization in business management and statutory compliance services, joint ventures, auditing, International taxation, etc. The Chief Financial Officer (CFO) and representatives of the Statutory Auditors and Internal Auditors remain present at the Meetings. The Company Secretary acts as Secretary to the Committee Meetings. The Audit Committee invites such of the executives, professionals and other persons, as it deem necessary for its functioning.

The Chairman of Audit Committee was present at the 24th Annual General Meeting held on September 24, 2018.

During the year under review, the Board of your Company, through Circular Resolution dated May 14, 2018, appointed Mr. Anil Khanna, Independent Director, as a Member of Audit Committee from even date. However, with the resignation of Mr. Mukul Desai as an Independent Director effective December 11, 2018; he also ceased to be Chairman of the Committee effective even date. Mr.Anil Khanna, Independent Director, was elected as Chairman of the Committee effective January 3, 2019 by the Board of your Company through Circular Resolution of even date.

The Members of the Audit Committee are as follows:

NAME OF COMMITTEE MEMBER  DESIGNATION IN COMMITTEE
Mr. Anil Khanna (appoined w.e.f. May 14, 2018) (elected Chairman w.e.f. January 3, 2019) Chairman (Independent)
Mr. Manohar Bidaye Member (Non-Executive Promoter)
Mr. K. D. Hodavdekar Member (Independent)
Mr. Mukul Desai (Resigned w.e.f. December 11,2018) Chairman (Independent)

 

Objective:The Audit Committee is constituted by the Board with intent to assist the later in its oversight of – (i) the quality and integrity of the accounting, auditing and reporting practices of the Company; (ii) the integrity of the financial statements, the appointment, independence, performance and remuneration of the Statutory and Internal Auditors; (iii) the independent auditor’s qualifications; (iv) the performance of the Company’s internal audit function and independent auditors; and (v) the compliance with the legal and regulatory requirements.

Meetings:During the year under review, the Audit Committee met four times on May 29, 2018; August 14, 2018; November 14, 2018; and February 12, 2019. The maximum time gap between two meetings did not exceed a period of one hundred and twenty days. The quorum of the Audit Committee meeting is two Independent Members. Requisite quorum was present at all the Committee meetings held during the year. The attendance of Members at the Audit Committee meetings held during the year is given in the table under Para II (F) above.

Terms of Reference:

The terms of reference of the Audit Committee covers the following:
i. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. Recommending to the Board, the appointment, re-appointment, terms of appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees.

iii. Approving payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

iv. Reviewing, with the management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:
a.  matters required to be included in the Director’s Responsibility Statement forming part of the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b.  changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by the management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to Financial Statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft Audit Report.
v. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval.

vi. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.) the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

vii. Review and monitor the Auditor’s independence and performance, and effectiveness of audit process.

viii. Approval or any subsequent modification of transactions of the Company with related parties.

ix. Scrutiny of inter-corporate loans and investments.

x. Valuation of undertakings or assets of the company, wherever it is necessary.

xi. Evaluation of internal financial controls and risk management systems.

xii. Reviewing, with the Management, the performance of Statutory and Internal Auditors, and adequacy of the internal control systems.

xiii. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

xiv.  Discussion with Internal Auditors, any significant findings and follow up thereon.

xv. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

xvi. Discussion with the Statutory Auditors before the audit commences, about the nature and scope of audit as well as post audit discussions to ascertain any area of concern.

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

xviii. To review the functioning of the Whistle Blower Mechanism.

xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

xx. Reviewing the utilization of loans and / or advances from / investment by the holding company in the subsidiary exceeding ` 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.

xxi. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Further, the Audit Committee mandatorily reviews and considers all the matters, prescribed under Part C (B) of Schedule II of the Listing Regulations as are periodically placed before it. The Committee also recommends on the appointment of the Internal Auditor to the Board.

Nomination and Remuneration Committee

The composition, quorum, powers, role, etc., of the Nomination and Remuneration Committee are in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.Composition: During the year under review, the Nomination and Remuneration Committee was reconstituted and comprised of the following Directors as detailed below:

 

NAME OF COMMITTEE MEMBER DESIGNATION IN COMMITTEE
Mr. K. D. Hodavdekar (elected Chairman w.e.f. January 3, 2019) Chairman (Independent)
Mr. Manohar Bidaye (appointed w.e.f. September 12, 2018) Member, Non-Executive (Promoter)
Mr. Anil Khanna (appointed w.e.f. January 3, 2019) Member (Independent)
Mr. Mukul Desai (resigned w.e.f. December 11, 2018) Chairman (Independent)
Mr. Prabhakar Dalal (resigned w.e.f. August 31, 2018) Member (Independent)

 

During the year under review, with the resignation of Mr. Mukul Desai as an Independent Director effective December 11, 2018; he also ceased to be Chairman of the Committee effective even date. Mr. K. D. Hodavdekar was elected as Chairman of the Committee effective January 3, 2019 by the Board of your Company through Circular Resolution of even date.

Further, during the year under review: a) Mr. Prabhakar Dalal, Independent Director ceased to be a Member of the Committee effective August 31, 2018; b) Mr. Manohar Bidaye, Non-Executive (Promoter), was appointed as Member of the Committee effective September 12, 2018 by the Board of your Company through Circular Resolution of even date; and c) Mr. Anil Khanna, Independent Director, was appointed as Member of the Committee effective January 3, 2019 by the Board of your Company through Circular Resolution of even date.

 

Terms of Reference:

The Terms of Reference inter-alia includes the following:

  1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
  2. To formulate the criteria for evaluation of Independent Directors and the Board.
  3. To devise a policy on Board diversity.
  4. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and / or removal.
  5. To carry out evaluation of every Director’s performance.
  6. To provide reports after completion of evaluation process by the Directors.
  7. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
  8. To administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Scheme.
  9. To recommend to the Board, all remuneration, in whatever form, payable to senior management.
  10. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
  11. To perform such other functions as may be necessary or appropriate for the performance of its duties.

 

Meetings: During the year under review, the Committee met three times on May 28, 2018; February 11, 2019 and March 7, 2019. The necessary quorum was present for all the Meetings. The Chairman of the Committee was present at the 24th Annual General Meeting held on September 24, 2018. The attendance of each Member at the said Meetings is stated below:

 

NAME OF COMMITTEE MEMBER NO. OF MEETINGS ATTENDED
Mr. K. D. Hodavdekar (elected Chairman w.e.f. January 3, 2019) 3
Mr. Manohar Bidaye (appointed w.e.f. September 12, 2018) 2
Mr. Anil Khanna (appointed w.e.f. January 3, 2019) 2
Mr. Mukul Desai (resigned w.e.f. December 11, 2018) 1
Mr. Prabhakar Dalal (resigned w.e.f. August 31, 2018) 1

 

 

Remuneration Policy:

The Nomination and Remuneration Committee recommends the remuneration, including the commission based on the Net Profits of the Company, for the Managing Director / Director / other Whole-Time Directors (as the case may be), for approval by the Board and Members. Prior approval of Members is obtained in case of remuneration to Non-Executive Directors, except for sitting fees to the extent permitted. The remuneration paid is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance and review of remuneration packages of managerial personnel of other organizations. Perquisites and retirement benefits are paid according to the Company policy as applicable to senior executives of the Company, subject to prescribed statutory ceiling.

While formulating the remuneration policy, the Nomination and Remuneration Committee ensures that:

  1. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
  2. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
  3. remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals / business executives. Non-Executive Directors are paid sitting fees for attending the meetings of the Board and various other Committees, which is determined keeping in view comparable industry and corporate standards.

The remuneration of employees largely consists of basic salary, perquisites, bonus and performance incentives. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The main objective of the remuneration policy is to motivate each and every employee and to stimulate excellence in their performance, recognise merits / achievements in order to retain the talent in the Company and to promote the feeling of belongingness.

In addition to the above, the Directors (other than Promoters and Independent Directors) and the employees may be granted stock options under the Employees Stock Options Scheme of the Company as may be approved by the Shareholders and decided by the Nomination and Remuneration Committee of Directors from time to time.

 

Details of Remuneration to Directors:

PARTICULARS REMUNERATION TO MR. PRAMOUD RAO, MANAGING DIRECTOR (EXECUTIVE DIRECTOR)
Terms of Appointment With approval of the Members through Postal Ballot, results of which were declared on February 8, 2017, the term of Mr. Pramoud Rao, as Managing Director was renewed for a further period of five years i.e. from March 1, 2017 till February 28, 2022. However, the terms of his remuneration has been approved for a period of three years i.e. upto February 29, 2020. Remuneration paid to Mr. Pramoud Rao during 2018-19 is as under:

Rs. Lakh
Salary (including Basic, HRA, Special Allowance, CCA)
53.28
Commission
Nil
Medical
Nil
LTA
0.96
PF
0.22
Total
54.46
Contractual basis Yes
Commission & Fixed Components Commission up to 2% of Net Profit for each financial year (as may be decided by the Board) and other fixed components which forms part of remuneration. No Commission has been paid for financial year 2018-19.
Notice period for severance & severance fees Six months. Compensation for severance of services would be computed in accordance with applicable provision of the Companies Act.
Perquisites Entitled as per the Agreement.
Sitting Fees Not entitled for sitting fees for attending meetings of the Board of Directors or any of its Committees.
Absence or inadequacy of profits In the event of absence or inadequacy of profits in any financial year during the tenure of Managing Director, he would be entitled for the aforesaid remuneration, perquisites / benefits as the minimum remuneration, subject to the ceiling limits prescribed under Schedule V and other applicable provisions of the Companies Act, 2013; subject to necessary approval from the Central Government (if required).

 

Remuneration to other Non-Executive Directors

  • Remuneration by way of sitting fees for attending Board and Committee meetings are paid to Non-Executive Directors (other than the Chairman). Sitting fees vary from type of meetings attended
  • During the year, the Non-Executive Directors were paid sitting fees for attending each of the following meetings of the Company as under:

     

    TYPE OF MEETINGS SITTING FEES (IN RS.)
    Board Meeting
    15,000
    Audit Committee Meeting
    5,000
    Stakeholders’ Relationship Committee Meeting
    1,500
    Other Committees Meetings
    2,500
  • Details of sitting fees paid to Non-Executive Directors during the year are as under:

     

    (Rs. Lakh)
    NAME OF NON-EXECUTIVE DIRECTORS
    SITTING FEES
    Mr. K. D. Hodavdekar
    1.24
    Mr. Anil Khanna
    0.95
    Ms. Tanvi Joshi (resigned w.e.f. August 14, 2019)
    0.15
    Mr. Dhaval Mehta (appointed w.e.f. March 8, 2019)
    0
    Mr. Prabhakar Dalal (resigned w.e.f. August 31, 2018)
    0.32
    Mrs. Sharada Sundaram (resigned w.e.f. September 27, 2018)
    0.15
    Mr. Mukul Desai (resigned w.e.f. December 11, 2018)
    0.53
    Total
    3.35

     

  • No Non-Executive Director has any material pecuniary relationship or transactions with the Company.
  • Mr. Manohar Bidaye, Promoter and Non-Executive Director, does not hold any Equity Shares as an individual. However, Mr.Manohar Bidaye is Director / Shareholder in four private companies who are holding shares in the Company as per details given below:

     

    SR. NO. NAME OF THE COMPANY NO. OF SHARES HELD % OF SHAREHOLDING
    1 Baronet Properties and Investments Private Limited
    235,652
    0.57
    2 Coronet Properties and Investments Private Limited
    8,86,286
    2.15
    3 Progressive Equifin Private Limited
    5,264
    0.01
    4 Success Equifin Private Limited
    521
    0.00

    Except for Mr. Manohar Bidaye, as aforesaid, no other Non-Executive Directors hold any Equity Shares of the Company.

  • No Directors were granted any Stock Options during the year under review, and none of them hold any Stock Options of the Company.
  • None of the Directors hold any convertible instruments in the Company.

 

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the annual performance evaluation of the Board was carried out. The Board / Nomination and Remuneration Committee of Directors have laid down the criteria for evaluation of the performance of the Board, its Committees and individual Directors. A structured questionnaire prepared covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committee, Board procedures, development, etc. was circulated to Directors for the purpose of evaluation.

The Nomination and Remuneration Committee at its meeting held on March 7, 2019 evaluated the performance of individual Directors of the Board.

The Independent Directors at their meeting held on March 7, 2019, carried out the performance evaluation of Board as a whole, its Committees, Chairman of the Company and Non-Independent Directors. Subsequently, the Board at its meeting held on May 28, 2019, discussed and evaluated the performance of the Board, its Committeesand individual Directors.

Stakeholders' Relationship Committee

The composition, role, etc., of the Stakeholders’ Relationship Committee are in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

Composition: During the year under review, the Stakeholders’ Relationship Committee was reconstituted and comprised of the following Directors as detailed below:

 

NAME OF COMMITTEE MEMBER DESIGNATION IN COMMITTEE
Mr. Manohar Bidaye Chairman (Non-Executive Promoter)
Mr. Pramoud Rao Member (Executive Promoter)
Mr. K. D. Hodavdekar (appointed w.e.f. January 3, 2019) Member (Independent)
Mr. Mukul Desai (resigned w.e.f. December 11, 2018) Member (Independent)

During the year under review, with the resignation of Mr. Mukul Desai as an Independent Director effective December 11, 2018; he also ceased to be Member of the Committee effective even date. Further, during the year under review, the Board of your Company through Circular Resolution dated January 3, 2019, appointed Mr. K. D. Hodavdekar, Independent Director, as a Member of Stakeholders’ Relationship Committeefrom even date.

Terms of Reference: The terms of reference, inter alia, are as follows:

  1. To approve or deal with applications for transfer, transmission, transposition and mutation of share certificates including duplicate, split, renewal, sub-division or consolidation of certificates and to deal with all related matters.
  2. To look into and redress Shareholders / investors grievances relating to:
    1. Transfer of shares;
    2. Non-receipt of declared dividends;
    3. Non-receipt of annual reports;
    4. All such complaints directly concerning the Shareholders / investors as stakeholders of the Company; and
    5. Any such matters that may be considered necessary in relation to Shareholders and investors of the Company.
  3. To review measures taken for effective exercise of voting rights by shareholders.
  4. To oversee the performance of the Company’s Registrar and Transfer Agents.
  5. To monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.
  6. To review measures taken for effective exercise of voting rights by shareholders.
  7. To review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.
  8. To review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the Company.
  9. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.

 

Meetings:

The Stakeholders Relationship Committee generally meets once in a month depending on the frequency of grievances / transfer / duplicate requests received from the Shareholders. In the financial year 2018-19, the Committee met 11 times. The attendance of each Member at the said Meetings is stated below:

 

NAME OF COMMITTEE MEMBER NO. OF MEETINGS ATTENDED
Mr. Manohar Bidaye 11
Mr. Pramoud Rao 11
Mr. K.D. Hodavdekar (appointed w.e.f. January 3, 2019 3
Mr. Mukul Desai (resigned w.e.f. December 11, 2018) 7

 

The Chairman of the Committee was present at the last Annual General Meeting held on September 24, 2018.

 

Compliance Officer:Ms. Kunjan Trivedi, Company Secretary, is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Regulations with the Stock Exchanges in India.

Investor Grievance Redressal: The Company addresses all complaints, suggestions and grievances expeditiously and replies have normally been sent / issued within 7 days, except in case of dispute over facts or other impediments. During the year, the Company received no complaints from the shareholders. As a result there were no pending complaints as on March 31, 2019.

As during the year under review, no complaints were received; hence the requirement of giving details of unresolved complaints does not apply.

Corporate Social Responsibility Committee

Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee was constituted. For the year under review, the provisions of Section 135 of Companies Act, 2013 read with the relevant Rules relating to Corporate Social Responsibility does not apply to the Company, as it does not fall under any of the criteria specified under them.

Composition:

Corporate Social Responsibility (CSR) Committee comprises of following three Directors:

 

NAME OF COMMITTEE MEMBER DESIGNATION IN COMMITTEE
Mr. Manohar Bidaye Chairman (Non-Executive Promoter)
Mr. Pramoud Rao Member (Executive Promoter)
Mr. K. D. Hodavdekar Member (Independent)

Terms of Reference:

  1. To formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act 2013;
  2. To recommend the amount of expenditure to be incurred on the CSR activities; and
  3. To monitor the CSR Policy of the Company from time to time.

Meetings:

During the year under review, one meetings of CSR Committee was held on May 29, 2018. All the Members were present at the Meetings.

In addition to the above mentioned Committees, the Board has also constituted the following Committees:

  1. Preferential Issue Committee: The Preferential Issue Committee comprises of the following Directors: Mr. Manohar Bidaye, Chairman; Mr. Pramoud Rao, Mr. K.D. Hodavdekar, Members. The Committee did not meet during the year under review.
  2. Managing Committee: The Managing Committee comprises of the following Directors:Mr. Manohar Bidaye, Chairman; Mr. Pramoud Rao, and Mr. K.D. Hodavdekar, Members.  The Committee did not meet during the year under review.
CODE OF CONDUCT

ZESSL – Code of Conduct for Insider Trading (effective April 1, 2019)

ZESSL – Code of Conduct for Insider Trading (effective April 1, 2019)

 

ZESSL – Code of Conduct – Board of Directors & Senior Management Personnel

ZESSL – Code of Conduct – Board of Directors & Senior Management Personnel

ZESSL POLICIES

ZESSL – Policy for Inquiry in case of Leak of UPSI (effective April 1, 2019)

ZESSL – Policy for Inquiry in case of Leak of UPSI (effective April 1, 2019)

 

Nomination and Remuneration Policy

Nomination and Remuneration Policy

 

Policy on Material Subsidiary

Policy on Material Subsidiary