Dear Members,
 
 The Directors presents their Seventeenth Annual Report, together with
 the Audited Accounts of the Company for the financial year ended March
 31, 2011.
 
 FINANCIAL HIGHLIGHTS                                  (Rs. in million)
 
 Particulars      March 31, 
                   2011      March 31, 2010   March 31, 2011  March 31,
                                                                2010
                Consolidated Consolidated     Standalone    Standalone
 
 Net Sales / Income 
 from Operations  3,733.67     5,279.71        1,157.49      2,447.68
 
 Other Income        16.92         6.16            8.63          4.00
 
 Total Income     3,750.59     5,285.87        1,166.12      2,451.68
 
 Total Expenditure3,493.79     4,740.76        1,153.04      2,178.31
 
 Gross Profit 
 before Interest and
 Depreciation       256.80       545.11           13.08        273.38
 
 Interest and 
 Finance Charges    131.10       235.92           60.01        148.05
 
 Gross Profit before 
 Depreciation and
 Taxation           125.70       309.18          (46.93)       125.32
 
 Depreciation       152.01       121.75           89.46         34.99
 
 Profit Before Tax, 
 Exceptional &
 Extraordinary Items <26.31)     187.44         (136.38)        90.33
 
 Exceptional Item   (85.09)       Nil              Nil          Nil
 
 Extraordinary Items605.26        Nil            300.19         Nil
 
 Profit Before Tax  493.86       187.44          163.81         90.33
 
 Provision for Taxation:
 
 Current year        33.00         3.00           33.00          3.00
 
 Deferred            (3.48)       11.68           (3.48)        26.79
 
 Taxation of earlier 
 years              (11.50)       (4.99)         (11.50)         Nil
 
 Net Profit After 
 Taxation           475.84       177.75          145.79         60.54
 
 Less: Minority 
 Interest           (31.26)      (27.46)           Nil           Nil
 
 Profit for the year444.58       150.29          145.79         60.54
 
 Add: Balance brought 
 forward from
 previous year      407.11       340.19          295.78        315.39
 
 Profit available 
 for Appropriation  851.69       490.48          441.57        375.93
 
 APPROPRIATIONS:
 
 Transfer to General 
 Reserve               Nil         6.10            Nil           6.10
 
 Transfer to Legal 
 Reserve               Nil         3.22            Nil           Nil
 
 Provision for 
 Dividend            12.70        63.50          12.70          63.50
 
 Provision for Tax 
 on Dividend          2.11        10.55            2.11         10.55
 
 Balance of Profit 
 carried forward to
 Balance Sheet      836.88       407.11          426.76        295.78
 
 OPERATIONAL PERFORMANCE
 
 Your Directors are pleased to inform that, the transaction for sale and
 transfer of its Electronic Security Systems Business comprising of two
 divisions viz. Building Solutions Group (BSG) and Special Projects
 Group (SPG) and the business of Zicom CNA Automation Limited, as a
 going concern, on slump sale basis as contemplated under the Business
 Transfer Agreement (BTA) dated March 5, 2010 with Schneider Electric
 India Private Limited (Schneider), was successfully effected on April
 30, 2010. The total consideration was Rs. 2,250 million, subject to
 specified adjustments.
 
 Your Company has retained brand ''Zicom'', consumer business, business of
 Central Monitoring Station and Video Monitoring Station and the
 business of fire detection and suppression on a standalone basis.
 
 In continuation of restructuring exercise, on September 30, 2010 the
 consumer business which was being carried out in wholly owned
 subsidiary Zicom Retail Products Private Limited (ZRPPL) was acquired
 by your Company as a going concern, on slump sale basis, and
 consequently disinvested its stake in the said subsidiary. As a result,
 ZRPPL ceased to be a subsidiary of your Company effective the said
 date.
 
 As the operations of Zicom Manufacturing Co. (HK) Ltd.  (Zicom HK) were
 supporting the business of BSG and SPG, which were sold to Schneider,
 the Board of Directors have discontinued the operations in this
 subsidiary effective March 30, 2011 and your Company''s entire stake of
 76% was sold at a consideration of HKD 23,48,000 (INR 13.50 million).
 Consequently, Zicom HK ceased to be the subsidiary of your Company from
 the said date.
 
 In view of the above restructuring exercise, the standalone and
 consolidated results of your Company for the year under review are not
 comparable with the respective results of the previous year. The said
 restructuring exercise has helped your Company to reduce its debt
 burden and resulted in Net Profit of Rs. 300.19 million. This is more
 elaborately described in Schedule 16, being the Notes forming part of
 the Accounts.
 
 The Total Income of your Company as standalone entity was Rs. 1,166.12
 million as against Rs. 2,451.68 million in 2009-2010. Before providing
 for Tax, Exceptional and Extraordinary Items there was a Loss of Rs.
 136.38 million in 2010-2011, as compared to Profit of Rs. 90.33 million
 in 2009-2010.  After adjusting for Exceptional and Extraordinary Items
 and Taxation for Rs. 282.17 million, Net Profit After Tax was Rs. 145.79
 million in 2010-2011 as compared to Rs. 60.54 million in 2009-2010.
 
 On consolidated basis, the Total Income of your Company was Rs. 3,750.59
 million as against Rs. 5,285.87 million in 2009-2010. Before providing
 for Tax, Exceptional and Extraordinary Items there was a Loss of Rs.
 26.31 million in 2010-2011, as compared to Profit of Rs. 187.44 million
 in 2009-2010. After adjusting for Exceptional and Extraordinary Items
 and Taxation for Rs. 502.15 million, Net Profit After Tax was Rs. 475.84
 million in 2010-2011 as compared to Rs. 177.75 million in 2009-2010.
 
 The discontinued business contributed Rs. 114.89 million to the total
 turnover and Profit After Tax of Rs. (33.01) million.
 
 The Standalone Financial Statements include the financials upto April
 30, 2010 of the business transferred to Schneider and of the business
 acquired from ZRPPL from October 1, 2010.
 
 The Consolidated Financial Statements (CFS) include the financial
 statements of Zicom Electronic Security Systems Limited (the Company)
 and its subsidiaries, namely, Zicom CNA Automation Limited (ZCNA) and
 Unisafe Fire Protection Specialists LLC, Dubai (Unisafe) and its
 subsidiaries. The CFS also includes the financial statements of Zicom
 Retail Products Private Limited (ZRPPL) and Zicom Manufacturing Co.
 (HK) Ltd. (Zicom HK) till the time they were subsidiaries of the
 Company.
 
 BUSINESS DEVELOPMENTS AND PROSPECTS
 
 The restructuring exercise as enumerated above, has not only enabled
 your Company to repay its major debt burden and that of its
 subsidiaries, but has also enhanced its flexibility to grow the
 retained businesses and pursue new growth opportunities. The decision
 to move away from project business was taken by your Directors with
 long term perspective in mind, to explore your Company''s ability to
 build a business of services in the domain of security, such as Central
 Monitoring Station services, Video Monitoring Station services, remote
 asset monitoring services, fire safety business and education and
 training in security.
 
 In this direction, your Company, after exploring various opportunities
 in the domain of security and considering restrictions of BTA, decided
 to venture into business of offering managed security services to
 protect remote assets and infrastructure using Central Monitoring
 Station and Video Monitoring Station. These services will be offered on
 a monthly recurring service charge to Telecom Operators, Banks, Retail
 Stores and other Small and Medium Enterprises (SME). To take this
 venture forward your Company has promoted Zicom SaaS Private Limited
 (Zicom SaaS).
 
 As you are aware, your Company has built successful business in fire
 safety in U.A.E. through its subsidiary Unisafe Fire Protection
 Specialists LLC, Dubai (Unisafe). Over the last 15 years Unisafe has
 built designing and project execution capabilities to put up fire
 detection and fighting systems for large infrastructure projects.
 Unisafe has executed and served many iconic and prestigious projects in
 the Gulf region.  Keeping in view India''s thrust on infrastructure
 growth, your Directors thought it prudent to launch Unisafe business in
 India by forming a subsidiary. In this regard, the Company has promoted
 Unisafe Fire Protection Specialists India Private Limited. Your
 Directors are confident that with the brand name and reputation of
 Unisafe, this venture will capture sizable share of Indian fire
 protection market in a short span of time.
 
 As Members are aware, in the Extraordinary General Meeting held on
 March 11, 2011 the Company had obtained permission of Members to invest
 in the business of education and training in security, safety and loss
 prevention. Pursuant to the said authority, your Company has made an
 initial investment in training and education venture viz. Institute of
 Advanced Security Training and Management Private Limited (ASTM). ASTM
 will drive best practices in Security Management through high quality
 training programs aimed at student education and corporate training.
 The initial response is good and your Company expects to drive this
 activity nationally in near future.
 
 Although the restructuring exercise, initiated with Schneider business
 deal, is still to reach its logical end, your Directors are hopeful
 that your Company will build long term sustainable business model out
 of present structure. To accelerate the growth, your Company may also
 opt for acquisitions in security and safety domain.
 
 DIVIDEND
 
 In view of the profit earned on account of sale and transfer of its
 Electronic Security Systems Business to Schneider, the Board of
 Directors had with a view to reward the Members, recommended a special
 one-time dividend of Rs. 4/- per share (i.e. 40%), in addition to the
 normal dividend of Rs. 1/- per share (i.e. 10%), aggregating to Rs. 5/- per
 share (i.e. 50%) for the year 2009-2010, on 12,699,829 Equity Shares.
 This had entailed total payout of Rs. 74 million.
 
 With a view to conserve resources for implementing the business plans
 of the Company as already discussed, your Directors have recommended a
 dividend of Rs. 1/- (Rupee One only) per Equity Share of Rs. 10/- each
 (i.e. 10%), on 12,699,829 Equity Shares of the Company for the
 financial year 2010-2011. This dividend will entail the total payout of
 Rs. 15 million.
 
 FINANCE
 
 The year under review witnessed major financial overhauling on account
 of total corporate restructuring. As can be observed from the Cash Flow
 Statement, your Directors tried to strike a balance between reducing
 the debt burden of your Company and its subsidiaries and making growth
 capital available to your Company for future businesses.
 
 SUBSIDIARY COMPANIES
 
 As on March 31, 2011, your Company had only one material subsidiary
 viz. Unisafe Fire Protection Specialists LLC, Dubai.
 
 During the year, your Company has made the following structural changes
 in its subsidiary status:
 
 a. On April 29, 2010, your Company acquired the balance equity holdings
 of 49% in Zicom CNA Automation Limited (ZCNA) from CNA Group Ltd.,
 Singapore and its Associates; thus making ZCNA its wholly owned
 subsidiary. Later on, your Company acquired the entire business of ZCNA
 as a going concern on slump sale basis under BTA dated April 29, 2010
 for a consideration of Rs. 2.50 million. On April 30, 2010, your Company
 sold off the entire business of ZCNA acquired by it, as a going concern
 on slump sale basis to Schneider. This was done in accordance with the
 terms of Company''s BTA dated March 5, 2010 with Schneider.
 
 b.  On September 30, 2010, your Company acquired the entire business of
 its wholly owned subsidiary Zicom Retail Products Private Limited
 (ZRPPL) as a going concern on slump sale basis under BTA dated
 September 30, 2010 for a consideration of Rs. 480.00 million.
 Subsequently, your Company disinvested its entire 100% stake in the
 said subsidiary. As a result, from the said date, ZRPPL ceased to be
 the subsidiary of your Company.
 
 c.  On March 30, 2011, your Company sold its entire 76% stake in its
 subsidiary Zicom Manufacturing Co. (HK) Ltd.  (Zicom HK) for a
 consideration of Rs. 13.50 million. In view of the same, Zicom HK ceased
 to be the subsidiary of your Company from the said date.
 
 Information on financials of the subsidiaries for 2010-2011, is
 provided in Annexure B hereto. In respect of foreign subsidiary
 companies, figures in rupees are converted from applicable foreign
 currency at appropriate exchange rate.
 
 In view of the aforesaid restructuring, as on date your Company has
 only one key operative subsidiary i.e. Unisafe Fire Protection
 Specialists LLC, Dubai. A brief on which is given below:
 
 Unisafe Fire Protection Specialists LLC, Dubai
 
 Unisafe Fire Protection Specialists LLC, Dubai (Unisafe), is a leading
 fire protection company in U.A.E. having operation spread across seven
 emirates, Qatar and Oman. Unisafe has strong credentials established
 over last 15 years in the area of project execution and servicing in
 the domain of fire detection and protection in infrastructure projects.
 
 Unisafe caters to large spectrum of clientele from government to
 corporate, refineries, shopping malls, multi storey buildings and
 resorts, among others, offering comprehensive range of solutions for
 all Fire Protection needs, starting from the basic Hydrant and
 Sprinkler Systems to advance Analogue Addressable Fire Alarm Systems,
 specialized Gaseous Fire Suppression Systems, Dry and Wet Chemical
 Extinguishing Systems and Water Mist Fire Extinguishing Systems.
 Unisafe has successfully achieved milestone in terms of top line,
 bottom line and customer satisfaction. It has performed well and
 continued to enjoy unstinted confidence from its clients despite the
 slowdown in U.A.E. during the year.
 
 Unisafe has posted Total Income of Rs. 2,096.49 million and a Net Profit
 of Rs. 157.27 million for the financial year ended March 31, 2011.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard (AS) 21 on Consolidated
 Financial Statements read with the Accounting Standard (AS) 23 on
 Accounting for Investments in Subsidiaries, the Audited Consolidated
 Financial Statements are provided in the Annual Report.
 
 The Ministry of Corporate Affairs, Government of India, has issued a
 Circular No. 2/2011 dated February 8, 2011 granting general exemption
 to Companies under Section 212 (8) of the Companies Act, 1956 from
 attaching the documents referred to in Section 212 (1) of the said Act
 pertaining to its subsidiaries, subject to approval by the Board of
 Directors of the Company and furnishing of certain financial
 information in the Annual Report.
 
 The Board of Directors of your Company has accordingly accorded its
 consent to the Company dispensing with the requirement of attaching to
 its Annual Report, the annual audited accounts of your Company''s
 subsidiaries.
 
 Accordingly, the Annual Report of your Company does not contain the
 individual financial statements of these subsidiaries, but contains the
 audited consolidated financial statements of your Company and its
 subsidiaries. The Annual Accounts of these subsidiary companies, along
 with the related information, are available for inspection at the
 Company''s Registered Office and its subsidiaries and copies of the same
 shall be provided on request. The statement on subsidiaries pursuant to
 Section 212 (3) of the Companies Act, 1956 and statement on financials
 of the subsidiary are attached hereto as Annexure B and Annexure C,
 respectively.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and
 Article 110 of the Articles of Association, Mr. Achyut Godbole is the
 Director liable to retire by rotation at the ensuing Annual General
 Meeting. The brief profile of the Director retiring by rotation is
 given in the Notice of Annual General Meeting and discussed at length
 in Corporate Governance Report.
 
 The above Director being eligible has offered himself for
 re-appointment.
 
 On August 4, 2011, Mr. K. D. Hodavdekar was appointed as an Additional
 Director on Board of the Company. As per the provisions of Section 260
 of the Companies Act, 1956, he holds office upto the date of the
 ensuing Annual General Meeting. The Company has received a notice from
 a Member, pursuant to Section 257 of the Companies Act, 1956, proposing
 appointment of Mr. K. D. Hodavdekar as a Director of the Company liable
 to retire by rotation at the ensuing Annual General Meeting.
 
 Your Directors recommend the above appointments for your approval.
 
 GROUP
 
 As required under Clause 3 (1) (e) of Securities and Exchange Board of
 India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997, persons constituting Group as defined under the Monopolies and
 Restrictive Trade Practices (MRTP) Act, 1969, for availing exemption
 from applicability of provisions of Regulations 10 to 12 of the
 aforesaid SEBI Regulations are disclosed in Annexure A to this Report.
 
 AUDITORS
 
 M/s. Malpani & Associates, Chartered Accountants, who were appointed as
 the Statutory Auditors of the Company at the Extraordinary General
 Meeting held on March 11, 2011, holds the office until the conclusion
 of the ensuing Annual General Meeting and are eligible for
 re-appointment.
 
 Your Company has received necessary consent and eligibility certificate
 from them to the effect that their re-appointment, if made, would be
 within the prescribed limits under Section 224 (1B) of the Companies
 Act, 1956.
 
 The Board recommends their re-appointment for your approval.
 
 STATUTORY INFORMATION
 
 (a) Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 Conservation of Energy
 
 Your Company is not required to furnish the prescribed information
 under Section 217 (1) (e) of the Companies
 
 Act, 1956, relating to the Conservation of Energy and Technology
 Absorption, as your Company does not fall under the industries included
 in Schedule to the relevant rules. However, your Directors'' report that
 the operations of your Company do not involve much use of energy. Your
 Company makes every possible effort to conserve energy at all levels of
 its operations.
 
 Technology Absorption
 
 As your Company has not imported any technology, the required
 information to be provided in this regard is nil.  Your Company is
 continuously working on improving its indigenous products and software.
 
 Foreign Exchange Earnings and Outgo and Export Market Developments
 
 Your Company has earned Rs. 11.43 million (previous year Rs. 49.06 million)
 in foreign currency, and has spent Rs. 0.34 million (previous year Rs. 0.15
 million) in foreign exchange during the year under review. The details
 of the same are available at Note No. 25 (vi) of Schedule 16, being
 Notes forming part of the Accounts.
 
 Your Company through its subsidiary in Dubai is catering to fire safety
 related requirements of the Gulf region and has registered very strong
 presence there. Your Company now eyes to extend these activities to GCC
 Countries and North African market where it is hopeful of getting good
 foothold. There was no direct export of materials and services during
 the year under review.
 
 (b) Particulars of Employees
 
 During the year under review, there was no employee under the
 employment of your Company, who was in receipt of remuneration of Rs.
 6,000,000 or more per annum, if employed for the entire year, or a
 remuneration of Rs. 500,000 or more per month, if employed during any
 part of the said year. Hence, the information required to be furnished
 in this regard is nil.
 
 (c) Corporate Governance
 
 In pursuance of Clause 49 of the Listing Agreement with the Stock
 Exchanges, a separate section on Corporate Governance, together with a
 certificate from the Company''s Auditors confirming compliance of the
 conditions of Corporate Governance as stipulated under the said Clause
 is set out separately as Annexure F forming part of this Report. While
 complying with Corporate Governance practices as prescribed under
 Clause 49 of the Listing Agreement with Stock Exchanges, your Company
 is already in compliance with some of the requirements under the
 Corporate Governance Voluntary Guidelines 2009 of Ministry of Corporate
 Affairs to the extent that they are in consonance with the provisions
 of the Clause 49.
 
 DEPOSITS, LOANS AND ADVANCES
 
 Your Company has not accepted any deposits falling within the purview
 of Section 58A of the Companies Act, 1956, and as such, no principal or
 interest amount was outstanding on the date of the Balance Sheet. The
 details of loans and advances, which are required to be disclosed in
 the annual accounts of the Company pursuant to Clause 32 of the Listing
 Agreement with the Stock Exchanges, are furnished separately as
 Annexure E.
 
 HUMAN RESOURCES
 
 As on March 31, 2010, the total strength of your Company along with its
 subsidiaries was around 385 employees at various locations in India and
 abroad. Under BTA with Schneider, 92 employees of the Company have
 joined Schneider on May 1, 2010. In addition, on account of further
 recruitment and some employees resigning, the total strength of
 employees as on March 31, 2011 stood at 257.
 
 With the workplace becoming truly cosmopolitan and global in nature,
 the awareness of the fast changing dynamics and the need of upgrading
 skills on a regular basis is ''the need of the day''. Your Company
 conducts training sessions on an ongoing basis for technical aspects of
 products and selling skills to keep their employees updated.
 
 As today''s talent wants to ensure that their current assignment trains
 them to be ''employable''; this when looked internally within our
 Organization, is provided to individuals by giving opportunities in
 other business verticals.
 
 An Employee Satisfaction Survey was carried out by a global agency, the
 results of which have shown a very positive trend.  The morale of
 employees is very high as they believe to have a connection with your
 Company. They also believe that they are able to contribute maximum as
 they are satisfied with the Career Development Opportunities and
 Trainings provided to them. Majority of them ''trust'' their Senior
 Leaders as well as their Managers.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 There are two Schemes of the Company viz. ESOS 2006 and ESOS 2007.
 Under these Schemes, the employees of the Company and its subsidiaries
 have been granted Options as per the fixed eligibility criteria.
 Against each of the Option, an eligible employee is entitled to acquire
 equal number of equity shares of Rs. 10/- each of the Company at a grant
 price.
 
 Under BTA with Schneider, as 92 employees of the Company had joined
 Schneider on May 1, 2010, all the unexercised Stock Options granted to
 them lapsed. Further, pursuant to the acquisition of Retail Security
 Business of ZRPPL vide BTA, all the employees belonging to the Sale
 Business became employees of your Company. As a result, Stock Options
 granted to them under ESOS 2007 are now held by them as employees of
 the Company. This has substantially changed the status of outstanding
 Employee Stock Option under ESOS 2006 and ESOS 2007 of the Company.
 
 Necessary disclosures required to be given in accordance with
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999, for ESOS 2006 and
 ESOS 2007 forms part as Annexure D to this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, based on the
 representations received from the operating management, your Directors
 hereby confirm that in preparation of the annual accounts for the year
 ended March 31, 2011:
 
 (i) the applicable accounting standards have been followed and that
 there are no material departures;
 
 (ii) they have in the selection of the accounting policies, consulted
 the Statutory Auditors and have applied them consistently and made
 judgments and estimates that are reasonable and prudent so as to give a
 true and fair view of the state of affairs of the Company at the end of
 the financial year and of the profit of the Company for that period;
 
 (iii) proper and sufficient care was taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 (iv) the annual accounts have been prepared on a going concern basis.
 
 INSURANCE
 
 All the assets of the Company are adequately insured.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 AND SUSTAINABILITY
 
 Your Company sincerely believes that a corporate cannot grow without
 considering the environment, society and economy in which it stays. All
 has to grow hand in hand. Towards this end your Company is aware about
 its responsibility to the society in which it lives and the environment
 surrounding it, which also includes the employees with whose support it
 is able to conduct its business. Some of the activities carried out by
 your Company forms part of its CSR initiatives and have been briefly
 described below. Your Company is constantly evaluating various options
 to more effectively contribute to the society and sustainability.
 
 Social initiatives – Spreading awareness for security, protection and
 care: Your Company has been one of the pioneers in promoting and
 supporting various activities under the banner of Fire and Security
 Association of India (FSAI), which are mainly aimed at educating common
 masses on safety measures in case of fire and other casualties. During
 the year, your Company has conducted various programs to build
 awareness amongst the citizens on disaster management and fire safety.
 To make various festival celebrations, involving mass gathering, safer
 and secure, like Ganesh festival, Durga Pooja festival, etc. your
 Company held various awareness meetings with Mumbai Police and Mumbai
 Fire Brigade. Your Company has also held various career guidance
 workshops in Maharashtra through ASTM to support economically backward
 students in their career development.
 
 Employee Care and Betterment: Your Company being a service industry, it
 recognizes importance of human factor. It strongly believes that a
 healthy workforce forms a highly productive Team. Keeping this in mind,
 your Company follows best possible human resource policies for the
 benefit and betterment of its employees, which includes better work
 place atmosphere, humanitarian and personalized approach, development
 of skill and career through continuous opportunities for in-house and
 on the job trainings, lectures, sessions and seminars, programs for
 better health and wellness, debt-free and better lifestyle. In this
 direction, the Company has taken various steps, as under, which has
 helped your Company in improvement of morale, zeal, enthusiasm and
 belongingness among its employees:
 
 - Enlightening and building of team spirit, unity and involvement
 amongst employees vis-a-vis with the Company and its objectives through
 employees participation in various ways like social and occasional
 functions, event celebrations, picnics, participation and contribution
 in corporate magazines, etc.;
 
 - Training in security and first aid and providing free medical
 assistance under insurance cover;
 
 - Organizing ''Wellness Program'' for all employees through lectures
 conducted by medical practitioners on subjects pertaining to health and
 illnesses;
 
 - Organizing Inner Engineering workshop;
 
 - Free medical camps were conducted for health check-up and diet
 advice;
 
 - Cash flow management lecture was organized to explain the importance
 of debt free lifestyle.
 
 Environment and Energy Conservation: Your Company is in the business of
 providing electronic security products and solutions and related
 services, which are non-pollutive in nature. The Company''s activity
 does not envisage much use of energy. In fact Company''s business
 facilitates energy conservation through various advanced security
 systems and solutions. The security equipments like sensors, control
 panels integrated with related software facilitates energy saving by
 automatically reducing operations of various electronic and electrical
 equipments like air conditioners, lights, etc. which senses weather
 conditions, level of light, temperature inside and outside premises and
 accordingly adjust the usage, thereby substantially reducing
 electricity consumption. These security systems, equipments and gadgets
 are made and marketed by your Company to its various customers thereby
 helping in energy conservation at large. At our offices also, with the
 installation of such systems, equipments and gadgets, we endeavor to
 minimize the energy usage and thereby directly and indirectly help in
 environmental protection.
 
 Water Conservation: Water is becoming scarcer resource with increasing
 population, urbanization and industrialization. Water find its usage in
 every aspects of human life. Although your Company''s activities do not
 involve much use of water, the Company has taken various steps to
 manage its usage like minimizing water consumption by educating
 employees to avoid its wastage and conserve water wherever possible,
 increasing awareness for water conservation by displaying graphics,
 designs and messages at every point of water usage like water coolers
 and dispensers, washrooms, basins and gardens.
 
 Efficiency in material usage: Material usage is a very important factor
 in business cost control. It can lift or sunk an enterprise depending
 upon the management of material usage. Effective material usage
 facilitates cost controls.  However, its implementation differs from
 industry to industry, organization to organization and the same also
 vary with the size and scale of a unit. Your Company being in
 electronic security industry in India, its requirements for systems,
 gadgets and equipments are different from such units and other
 countries in the world.
 
 As we are now in Small Office Home Office (SOHO), Retail and SME
 segments, where customized pre-configurated systems are required to
 meet the needs of various classes of retail customers, your Company
 cannot rely merely on imported material. Keeping in view the long term
 approach and also to facilitate cost reduction and strengthening the
 margin, the Company has operational manufacturing unit at Parwanoo in
 Himachal Pradesh. This unit is benefiting us in better material
 management, as we can have flexibility in timely sourcing of required
 materials to meet our customer needs, enable us to take advantage of
 our engineering capabilities developed through in-house R&D, avail
 various benefits of economies of scale, locational tax benefits and
 cost cutting due to in-house manufacturing using material sourced more
 economically.  Also, to take advantage of better material management,
 both at sourcing and distribution ends; we have reworked our entire
 channel strategy, with implementation of which, we are hopeful to have
 sizable saving in material cost.
 
 Creating job opportunity: A good corporate citizen should contribute in
 well being and prosperity of the society and people with whom it lives.
 The Company''s business activities should be directed towards this
 motive. Your Company is associated in setting up Institute of Advanced
 Security Training and Management Private Limited which offers various
 training courses to students in different areas of security. Upon
 successful completion of training, the students can get employment
 opportunities as security executive, security officer or expert advisor
 depending upon the type of training obtained. Enormous job
 opportunities for trained students lie ahead in corporates, hotels,
 malls, offices of public sector enterprises and places of strategic
 importance, theatres, stadiums, places of devotion and other places of
 public gatherings. In this direction your Company has made some initial
 investment towards capital contribution for this noble cause and is
 closely associated for its management and further development. Your
 Company is in the process of scaling up these activities with its own
 and institutional support so that the benefit of this Institute can be
 extended to larger spectrum of Society.
 
 In furtherance to achieve this objective, your Company has planned to
 help needy students by sponsoring their training, providing
 scholarships, finding suitable job opportunities, either at its owned
 establishment or that of its associates, customers and other
 stakeholders. We are confident, that in the long run many families will
 be benefited with availability of job opportunities, thereby raising
 family income, eradication of poverty and upliftment of standard of
 living.
 
 ACKNOWLEDGMENTS
 
 Your Directors wish to place on record their sincere appreciation and
 thanks for the valuable co-operation and support received from the
 employees of the Company at all levels, Company''s Bankers, lenders,
 suppliers, government authorities, business partners and Members of the
 Company and look forward for the same in greater measure in the coming
 years.
 
                         For and on behalf of the Board of Directors
                                                      Manohar Bidaye
 
                                                            Chairman
 
 Place: Mumbai
 Date: August 4, 2011