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I PURVI P. VASHA

I i Practising Company Secretary ~ . & m , ACS, LLB (Gen.) Add: J-15, 2d Floor, Mangal Kunj, S. V. Road, Borivali (West), Mumbai - 400 OPL. Email:~urvi.vss~ail .com Mobile: +9930963321

a

To, Mr. Manohar Bidaye, The Chairman, Zicom Elecbonic Security Systems Limited, 501, Silver Metropolis, Western Express Highway, Goregaon (East), Mumbai - 400 063.

Dear Sir,

Sub: Consolidated Scrutinizet's Report on remote e-voting and voting by physical ballot forms, conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 o f the Companies (Management and Administration) Rules, 2014 as amended and Listing Regulations, a t the Annual General Meeting o f Zicorn Electronic Security Systems Limited (CIN: L32109MH1994PLC083391) held on Thursday, September 29, 2016, a t 10.30 a.m.

I, Puwi P. Vasha, Practicing Company Secretaty, had been appointed as the Sautinizer by the Board of Directors of Zicom Electronic Security Systems Limited, to scrutin~e the remote e-voting process, and physical ballot process carried out at the Annual General Meeting pursuant to Section 108 of the Companies Act, 2013 ("the W') read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended upto date, and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Tisting Regulation") on the resolutions as contained in the notice of the Annual Geneml Meeting of Ucom Electronic Security Systems Limited held on Thursday, September 29, 2016, at 10.30 a.m.; and ascertaining the requisite majority on the said voting.

The management of the Company is responsible to ensure the Compliance with the requirements of the Companies Act, 2013, relevant Rules prescribed there under and the relevant provisions of the Litting Regulations in this regard, including convening, holding and conduct of the Annual General Meeting and voting thereat. My responsibility as a Sautinizer for remote e-voting and physical ballot proQss is restricted to make a Scrutinizer's Report of the votes cast "In Favour" or "Against" the resolutions stated in the Notice, based on the reports generated from e-voting system provided by Cenbal Depository Services . Umited (CDSL), the Authorized agency to provide e-voting facility engaged by the Company; and Physical - Ballots provided at the Annual General Meeting by the Crmpany/the Registrar L Transfer Agents, MIS. Bigshare Services Pvt. Ltd. . I

It was informed to me by the Company, that the Notice dated August 12, 2016 along with statement setting out material facts under Section 102 of the Act were sent to all the elbible Shareholders in resped of the below mentioned resolutions pa& at the Annual General Meeting of the Company.

The Company had provided the evoting facility offered by Central Depository Sewices Limited (CDSL) for conducting remote e-voting by the Shareholders of the Company. The Company had also provided voting fadllty through ballot papers to the shareholders present at the Annual General Meeting and who had not cast their vote earlier through remote evoting facility.

The shareholden of the company holding shares as on the "cut-off' date of September 23, 2016 were entitled to vote on the resolutions set out in the Notice of the Annual General Meeting.

/ ' PURVI P. VASHA r

Practising Company Secretary B.corn, ACS, LLB (Gen.) Add: J-15.2" Floor, Mangal Kunj, S. V. Road, Borivali (Wwt), Mumbai - 400 092. E m a i l : p u r v i . v ~ e m ~ l . w ~ Mobile: +9930963321

The votlng period for remote e-voting commenced on September 26, 2016 at 9:30 a.m. (IST) and ended on September 28,2016 at 5:00 p.m. (IST) and the CDSL e-voting platform was blocked thereafter.

After the dosure of the votlng at the Annual General Meeting, the ballot forms were duly opened in my presence and the votlng was diligently scrutinized; and the shareholding was confirmed with the Register of Members / the List of Beneficiaries as on September 23,2016, being the cut-off date, as provided to me by the Registrar & Transfer Agents of the Company. The report on voting done at the meeting was generated in my presence. The votes cast under remote evoting facility were thereafter unblmked in the presence of two witnesses, who are not in the employment of the Company.

I have scrutinized and reviewed the remote evoting and votes tendered therein based on the data downtoaded from the Cenbal Depostory Services Limited (CDSL) e-voting system through Sautinizer's Access provided to me for the purpose.

Based on the above, I now submit my Consolidated Report as under on the results of the remote e-voting, and physical voting at the meeting in respect of the said Resolutions:

(A) Resolution No. 1: Ordinary Resolution

To Receive, Consider and Adopt: a) the Audited Financial Statements of the Company for the financial year ended March 31,

2016; together with the reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year

ended March 31,2016 and the report of Auditors thereon.

(i) Voted in favour of the resolution:

(ii) Voted against the resolution:

Type of Voting

E-voting Ballot Total

(iii) Invalid votes:

Number of members Voted 13 38 51

Type of Voting


Number of votes cast by them 9297 5964373 5973670


Type of Voting

E-voting Ballot

Oh of total number of valid votes cast 71.12 100 99.94

Number of btes cast by them 3775 0 3775

Total number of members whose votes were dedared invalid 0 2

O h of total number of vaHd votes cast 28.88 0.00 0.06

Total number of votes cast by them 0 10001

a PURVI P. VASHA Practising Company Secretary B.com, ACS, LLB (Gen.) Add: 3-1 5,2* Floor, Mangal Kunj, S. V. Road, Borivali (West), Mumbai - 400 092. E m a i l : ~ e m a i l . w m Mobile: +9930963321

(B) Resolution No. 2: Ordinary Resolution

To W a r e Dhridend on Equity Shares of the Company for the tinandal year ended March 31, 2016.


(ii) Voted agalnst the resolution:

Type of Voting




- Type of Voting

E-voting Ballot

-Total

(C) Resolution No. 3: Ordinary Resolution



Type of Voting

E-voting Ballot

To appoint a Director in place of Mr. Manohar Bidaye (DIN: 00010699), who retires by rotation, and being eligible, offers himself for re-appointment

% of total number of valid votes cast 60.64 0.00 0.13



Total number of members whose votes were dedared invalid 0 2

O/O of total number of valid votes cast 39.36 100.00 99.87



Type of Voting



Type of Voting

E-voting - Ballot Total




% of total number of valld votes cast 74.95 100.00 99.94


PURVI P. VASHA Practising Company Secretary B.com, ACS, LLB (Gen.) Add: 1-15,2" Floor, Mangal Kunj, S. V. Road, Borivali (West), Mumbai - 400 092. Email:[email protected] Mobile: +9930963321


(D) Resolution No. 4: Ordinary Resolution

Type of Voting

E-voting Ballot

To appoint M/s S M M P & Associates, Chartered Accountants, as the Auditors of the Company and fix their remuneration.


Total number of members whose votes were declared invalid 0 2


(il) Voted against the resolution:

Type of Voting






Type of Voting


(E) Resolution No. 5: Ordinary Resdution

Number of members Voted 1 0, 1


L

To appoint Mr. Sanjeev Dayal (DIN: 03490363) as an Independent Director of the Company.


Type of Voting

E-voting Ballot




Type of Voting





PURVI P. VASHA Practising Company Secretary b B.com, ACS, LLB (Gen.) Add: J-15.2" Floor, Mangal Kunj, S. V. Road, Borivali (West), Mumbai - 400 092. ~ . m a i I . c o m Mobile: +993096332 1

n




Type of Voting


(F) Resolution No. 6: Special ~esoiution

Type of Voting

E-voting Ballot

To re-appoint Mr. K. D. Hodavdekar (DIN: 00406556) as an Independent Director of the -paw.






(ii) Voted agalnst the resolution:

Type of Voting

E-voting , Ballot Total

. . .--&..;*g&&,

&-g&+, 4i;. , i . . i (iii) InvalM votes:


O h of total number of valid votes cast 25.05 0.00 0.06

Type of Voting


(G) Resolution No. 7: Special Resolution


Type of Voting

E-voting Ballot

To re-appoint Mr. Prabhakar Dalal (DIN: 00544948) as an Independent Director of the ComPanY.






88 PURVI P. VASHA Practising Company Secretary B.com, ACS, LLB (Gen.) Add: 5-15, 2"dFloor, Mangal Kunj, S. V. Road, Borivali (West), MumM - 400 0%. Email:[email protected]~m Mobile: +9930963321

! (i) Voted in favour of the resolution:

(il) Voted against the resolution:

Type of Voting





Type of Voting



Note: Voting by 2 Shareholders holding 10,001 Shares were considered invalid for the reason "Signature Differs".


Type of Voting

E-voting Ballot

The Register and all other papers and relevant records containing details of the Equity Shareholders who voted "IN FAVOUR" or "AGAINST" and those whose votes were declared invalld on the voting shall remaln in my safe custody until the Chairman approves and signs the Minutes of the aforesaid Annual General Meeting, and the same would thereafter be handed over to the Company Secretary.

The resolution nos. 1,3,4,5,6 and 7 are deemed to be passed at the 22*Annwl General Meeting of the Company, held on September 29, 2016 and the resolution no. 2 is deemed to be disapproved by the Shareholders at the aforesaid Annual General Meeting.

I



Yours Sincerely,

WY

% of total number of valid votes cast 25.05 ' 0.00 0.06

Total number of votes cast by them 0 loo01

Purvi h as ha Practidng Company Secretary ACS No. 17123 C.P. No. 14069

Date: September 30,2016 Place: Mumbai

Counter Signed By: For Zicom Eledronlc Security Systems Umited

w reel Safe

Name of the Company Zicom Electronic Security Systems Limited Date of the AGM 29L" September, 2016 Total number of shareholders on record date 17,058 No. of Shareholders present in the meeting either in person or through proxy:

Promoters and Promoter Group: 12 Public: 32

No. of Shareholders attended the meeting through Video Conferencing: Not Applicable

Promoters and Promoter Group: Public:

Details of the Agenda and Voting Results

RESOLUTION NO. 1:

Receive, consider and adopt (a) the Audited Financial Statements of the Company for the Gnancial year ended March 31, 2016, together with the Reports of the Board of Directors and Auditors thereon; and @) the ~ud' i ted Consolidated Financial Statements of the Company for the financial year ended Marcb 31,2016.

Zicom Electronic Security Systems Ltd. 501. Silver Metropolis, Western Express Highway, G o w n (E), Mumbai - 400 063.

Tel.: t 9 1 22 42904290 1 Fax.: t 9 1 2242904291 I www.zicom.com I Tdl Free: 1-800-270 CIN : L32 109MH1994PLC083391

hi' Feel Safe

RESOLUTION NO. 2:

Declaration of dividend for the financial year ended March 31,2016.

RESOLUTION NO. 3:

Appointment of Mr. Manohar Bidaye @IN. 00010699), who retires by rotation and being eligible, offers himself re-appointment.

Feel Safe

RESOLUTION NO. 4:

Appointment of MIS. S M M P & Associates, Chartered Accountants, as the Auditors of the Company.

Resolution required Ordinary Whether Promoter I Promoter group are No interested in the agenda 1 resolution? Category Mode No. of No. of % of Votes No. of No. of % of Votes in % of Votes

of shares votes Polled on Votes - Votes favour on votes against on votes Voting held polled outstanding in against polled polled

I I shares I favour I I I (1) (2) 1 (3)=[(2)1(1)100 1 (4) 1 (5) 1 (6)=[(4)1(2)1'100 1 (7)=[(5)1(2)1'100

Promoter I E- 1 4237523 1 0 1 0.00 1 0 1 0 1 0.00 1 0.00 and Voting Promoter Poll 4237523 4237523 100.00 4237523 0 100.00 0.00 Group Total 4237523 4237523 100.00 4237523 0 100.00 0.00 Public - E- 234323 0 0.00 0 0 0.00 0.00

RESOLUTION NO. 5:

Appointment of Mr. Sanjeev Dayal @IN: 03490363) as a n Independent Director of the Company upto March 31,2018.

Resolution required Ordinary Whether Promoter 1 Promoter group are No interested in the agenda 1 resolution? Category Mode No. of No. of % of Votes No. of No. of % of Votes in % of Votes

of shares votes Polled on Votes - Votes favour on votes against on votes Voting held polled outstanding in against polled polled

I I shares I favour I I I (1) (2) 1 (3[(2)1(1)100 1 (4) 1 (5) 1 (6)=1(4)1(2)]'100 1 (7)=1(5)1(2)1*100

Promoter 1 E- 1 4237523 1 0.00 1 0.00 1 0.00

Non Voting Institutions Poll 15727983 1726850 10.98 1726850 0 100.00 0.00

Total 15727983 1739922 11.06 1736647 3275 99.81 0.19 Total 20199829 5977445 29.59 5974170 3275 99.95 0.05

Feel Safe

RESOLUTION NO. 6:

Re-appointment of Mr. K. D. Hodavdekar (DIN: 00406556) as an Independent Director of the Company upto September 28,2021.

RESOLUTION NO. 7:

Re-appointment of Mr. Prabhakar Dalal (DIN: 00544948) as an Independent Director of the Company upto September 28,2021.

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