STAKEHOLDERS EMPOWERMENT SERVICES ZYLOG SYSTEMS LTD

www.zsl.com
SECTOR: IT - SOFTWARE REPORTING DATE: 14TH AUGUST, 2017

Zylog Systems Ltd

NSE Code - ZYLOG TABLE 1 - MARKET DATA (STANDALONE) (AS ON 10TH AUGUST, 2017)
Sector - IT - Software NSE Market Price (`) 3.20 NSE Market Cap. (₹ Cr.) 19.18
Face Value (`) 5.00 Equity (` Cr.) 29.50
Business Group – N.A. 52 week High/Low (₹) 6.75/2.75 Net worth (₹ Cr.)* -853.56
Year of Incorporation - 1995 TTM P/E (TTM) N.A. Traded Volume (Shares) 22,288
TTM P/BV N.A. Traded Volume (lacs) 0.71
Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. – Not Applicable, * As on 30th September 2016

# 155, Thiruvalluvar Salai, COMPANY BACKGROUND

Kumaran Nagar Sholinganallur,
Chennai – 600 119, Tamil Nasdu
Company Website:
www.zsl.com
Zylog System Ltd is a global product development company, offering a portfolio of
software life cycle solutions. The company delivers high quality, reliable and cost-effective
offshore product development services to the customers across the globe. Their service
offerings span Business and Technology consulting, IT Outsourcing Services, Application
services, Replacement Technology Services, Mobile Computing Services, Enterprise 2.0
Computing Services, DW/BI Solutions, Managed Services, Virtualization Services, MS
Dynamics Services, QA & Testing Services.

The company provides complete Product Lifecycle Management services, ranging from
new product development and product advancement to product migration, re-
engineering, sustenance and support. They have global partnerships with some of
Fortune 500 companies, including leading ISV and Technology companies. The company
has eight subsidiaries, namely Vishwa Vikas Services Limited, Zylog Systems (Europe)
Limited, Zylog System (India) Limited, Zylog Systems Asia Pacific Pte Limited, Zylog BV
Limited,Matrix Primus Partners Inc, USA, Algorithm Solutions Private Limited, Zylog
Systems (Canada) Limited.

Revenue and Profit Performance

Quarterly revenue and Profit (₹ CRORE) The revenue of the Company increased from ₹30.58
42.12 35.98 30.58 crores to ₹42.12 crores from quarter ending Sep’15 to
50
4.8 35.42 quarter ending Sep’16. The Company made a profit of
0 ₹4.8 crores in quarter ending Sep’16 vis-a-vis making a
-50 profit of ₹35.42 crores in quarter ending Sep’15.

-100
-100.05
-150
Sep'16 Mar'16 Sep'15
Revenue Profit

Source- Money Control

Performance vis-à-vis Market
2.50
2.00 TABLE 2- Returns
1.50 1-m 3-m 6-m 12-m
1.00 Zylog Systems Ltd -8.57% -56.25% -35.35% 4.92%
0.50 Nifty -0.72% 3.00% 12.56% 13.63%
- NIFTY IT 2.12% 2.11% 2.25% -3.01%
Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul 17
16 16 16 16 16 17 17 17 17 17 17
Zylog Systems Ltd NIFTY NIFTY IT

Source-Capitaline/NSE

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SECTOR: IT - SOFTWARE REPORTING DATE: 14TH AUGUST, 2017

TABLE 3 - FINANCIALS
% Change
(₹ Cr.) Sep’16 Mar’16 Sep’15
Sep ’16 vs Mar’16 Mar’16 vs Sep’15
Net Worth -853.56 -854.42 -729.13 N.A. N.A.
Current Assets 55.37 51.40 134.91 7.72% -61.90%
Non-Current Assets 64.17 67.17 126.02 -4.46% -46.70%
Total Assets 119.54 118.57 260.93 0.82% -54.56%
Investments 19.25 19.25 70.57 0.00% -72.72%
Finance Cost 0.06 0.21 0.04 -71.43% 425.00%
Long Term Liabilities 31.20 30.60 5.33 1.95% 474.41%
Current Liabilities 941.91 942.39 984.73 -0.05% -4.30%
Turnover 42.12 35.98 30.58 17.07% 17.66%
Profit After Tax (PAT) 4.80 -100.05 35.42 N.A. -382.47%
EPS (₹) 0.81 -16.96 6.00 N.A. -382.67%
Source - Money Control/Stock exchange filing

AUDIT QUALIFICATIONS

Audit Qualifications in last 3 years: The Auditors have not given any qualified opinion in their Report. However, they have
drawn attention to the following matters in Annual report for FY 2013-14;

1) non-compliance of Section 205 A of the companies Act, 2013 in respect of unpaid dividend for the financial year 2011-12 of ₹
14.09 crores. (including promoters share) has not been deposited in any scheduled bank as mentioned in para 2.37 of Notes on
accounts.

2) Form 2 has not been filed for the allotment of shares during the year to the tune of 131.36 crores in respect of GDR issue (refer
notes Para 2).

3) The Auditors are not satisfied with the evidence providing during the year regarding GDR Shares’ receipts and utilization.

4) The minutes books of the company were not available for our verification

Management Response: The Company did not respond to the matters raised/pointed out by the Auditors in their Audit Report.

However, in Annual Report for FY 2013-14, the Directors Have Reply to the Auditor’s Remarks as follows;

A substantial loss of ₹ 200 Crores due to appreciation of US Dollar Vs the Indian rupee created shrinkage in working capital limits
as the Loans were in dollar denomination but limit was set in INR. Further the company couldn’t tie up additional sanctioned
working capital limit in the subsequent year creating a deficit of additional ₹ 130 crores. This happened during the period when
Zylog was in parallel investing in expansion plans across different regions most of which were highly capital intensive in nature,
but had the capability to provide solid& consistent returns after couple of years. Naturally the holding capacity of the company
got deteriorated due to the losses suffered during the period & hence it had to abandon some plans mid-way which created
further losses.

This mismatch in cash flow resulted in slippage in pay roll processing, vendor payment & payments related to statutory dues like
Dividend, TDS etc. The management is taking several measures on the operational front, lots of optimization/consolidation
measures was put across all projects across the globe to manage and improve the cash flow, the results of which will naturally
take some time to fructify but the management is confident of steering the company back on track in another few quarters.

The Company shall take necessary initiative to file Form-2 for the allotment of shares during the year to the tune of ₹ 131.36
crores in respect of GDR issue.

The Board of Directors of the Company wish to state that the Company has duly obtained all the necessary approvals for issuance
of GDR and has all sufficient evidences towards the utilization of funds. The Company shall take all necessary initiatives to
produce all the evidences to the satisfaction of the Auditors.

The Board of Directors of the Company has duly met and has minute the events of the Meetings of the Company. The Company

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SECTOR: IT - SOFTWARE REPORTING DATE: 14TH AUGUST, 2017
shall make necessary arrangements to produce the copy of the minutes for the verification of the Auditors.

Response Comment
Frequency of Qualifications Not Applicable
Have the auditors made any adverse remark in last 3 years? No
Are the material accounts audited by the Principal Auditors? Yes -
Do the financial statements include material unaudited financial statements? No -
Source-Annual Report
TABLE 4: BOARD PROFILE (AS PER ANNUAL REPORT 2015-16)
Regulatory Norms Company
% of Independent Directors on the Board 50% 100%
% of Promoter Directors on the Board - 0%
Number of Women Directors on the Board At least 1 0
Classification of Chairman of the Board - Not Disclosed
Is the post of Chairman and MD/CEO held by the same person? - No
Average attendance of Directors in the Board meetings (%) - 56.41%
Mr. Ramanujam Sesharathnam Managing Director was ousted by shareholder on 14th November, 2015
Mr. S. Vimalesh Kumar, Mr. M Gajhanathan and Mr. K S Subramanian Independent Director, resigned from the board w.e.f 12 th August 2016
and 30th June 2016 respectively.
The Hon’ble Justice Mr. S. Rajeswaran, Retd Judge of Madras High Court, had been appointed as an Administrator of the Company on 24th
November, 2015 till 31st of March 2016 by the Order of the Hon’ble High court, Madras.
Composition of Board: As per Regulation 17(1)(b) of the Listing Regulations, 2015, the Company should have at least 50%
Independent Directors as the Company does not have a regular Chairman on the Board. The Company as on 31 st March, 2016
has 100% of Independent Directors and hence, it meets the regulatory requirements.
Board Diversity: The Company does not have any woman Director on the Board. The Company is non-compliant as per Clause
17 of the Listing Regulations, 2015 regarding the requirement of at least one woman director.

TABLE 5 - FINANCIAL RATIOS

% Change
Ratios Sep’16 Mar’16 Sep’15 Sep ’16 vs Mar’16 vs
Mar’16 Sep’15
Inventory Turnover 145.54 124.33 N.A. 17.07% N.A.
Turnover

Debtors Turnover 1.21 1.08 0.64 11.48% 70.03%

Ratios

Fixed asset Turnover 0.66 0.54 0.24 22.54% 120.76%

Current Asset Turnover 0.76 0.70 0.23 8.68% 208.78%
Operating Profit Margin 11.59% -143.08% -9.16% N.A. N.A.
Return Ratios

Net Profit Margin 11.40% -278.07% 115.83% N.A. -340.07%

Return on Assets (ROA) 4.02% N.A. 13.57% N.A. N.A.
Return on Equity (ROE) -0.56% N.A. -4.86% N.A. N.A.
Return on Capital Employed (ROCE) -0.58% N.A. -4.89% N.A. N.A.
Current Ratio 0.06 0.05 0.14 7.77% -60.18%
Liquidity

Quick Ratio 0.06 0.05 0.14 7.82% -60.41%

Ratios

Cash Ratio 0.02 0.02 0.09 12.93% -78.47%

Working Capital Turnover ratio -0.01 N.A. -0.04 N.A. N.A.
Solvency

Debt to equity ratio N.A. N.A. N.A. N.A. N.A.

Ratios

Interest Coverage Ratio 81.33 N.A. N.A. N.A. N.A.

Trading Ratios

Market Cap / Sales 0.39 0.67 0.69 -42.69% -1.86%

Market Cap/ Net Worth N.A. N.A. N.A. N.A. N.A.
Market Cap/PAT 3.38 N.A. 0.59 N.A. N.A.
Market Cap/EBITDA 3.33 N.A. N.A. N.A. N.A.

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Source - Money Control

TABLE 6 - TRADING VOLUME

% Change
Jun’17 Dec’16 Jun’16
Jun ’17 vs Dec’16 Dec’16 vs Jun’16
Trading Volume (shares) (avg. of 1 qtr) 73,653 1,28,141 36,957 -42.52% 246.73%
Trading Volume (shares) (high in 1 qtr) 2,86,749 8,00,516 1,63,914 -64.18% 388.38%
Trading Volume (shares) (low in 1 qtr) 11,440 2,300 1,200 397.39% 91.67%
Ratio - High/low trading volume 25.07 348.05 136.60 -92.80% 154.80%
Ratio - High/average trading volume 3.89 6.25 4.44 -37.68% 40.85%
Source – Capital Line
TABLE 7 (A): OWNERSHIP & MANAGEMENT RISKS
Jun’17 Dec’16 Jun’16 Comments

Promoter shareholding 2.80 2.80 2.80 • No new equity shares were issued during the
period from June 16 to June 17.
• There was no change in the promoter
Shareholding (%)

Public - Institutional
10.50 10.88 10.88 shareholding during the said period.
shareholding
• The shareholding of public institution decreased
Public - Others from 10.88% to 10.50% and that of public others
86.70 86.32 86.32 increased from 86.32% to 86.70% during the
shareholding
same period.
• The promoters have pledged 81.88% of their
Non-Promoter Non-Public
0.00 0.00 0.00 shareholding.
Shareholding

Source – NSE

MAJOR SHAREHOLDERS (AS ON 30TH JUNE, 2017)

S. No. Promoters Shareholding S. No. Public Shareholders Shareholding
1 Sthithi Insurance Services Pvt Ltd 1.42% 1 Sparrow Asia Diversified Opportunities Fund 3.58%
2 Leman Diversified Fund 2.54%
3 Life Insurance Corporation of India 2.53%
4 General Insurance Corporation of India 1.59%
5 MRKR Constructions Private Limited 1.27%
Source – NSE
TABLE 7 (B): OWNERSHIP & MANAGEMENT RISKS
Market Activity of Promoters The promoters have not sold/bought any shares in last year.
Preferential issue to promoters No preferential issue of shares was made to the promoters in last year.
Preferential issue to others No preferential issue of shares was made to other shareholders during last year.
GDRs issued by the Company The Company did not issue any GDRs during last one year
Issue of ESOPs/Issue of shares other than The Company does not have any ESOP Scheme.
Preferential allotment
Source- NSE/ Annual Report 2015-16

TABLE 8: PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description of main products / services % to Total turnover of the Company
1 Computer programming and consulting 100%
Source - Annual Report 2015-16

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Glossary
Equity: The equity shares capital of the Company

Net Worth: The amount by which the Assets exceeds the liabilities excluding shareholders’ funds of the Company

Turnover: The revenue earned from the operations of the Company

EPS: Earning Per Share is net profit earned by the Company per share
Profit After Tax
𝐸𝑃𝑆 =
Number of outstanding shares
P/E ratio: It is the ratio of the Company’s share price to earnings per share of the Company
Price of each share
𝑃/𝐸 𝑟𝑎𝑡𝑖𝑜 =
Earnings per share
Current Assets: Cash and other assets that are expected to be converted to cash in one year

Fixed Assets: assets which are purchased for long-term use and are not likely to be converted quickly into cash, such as land,
buildings, and equipment

Total Assets: Current Assets + Fixed Assets

Investments: An investment is an asset or item that is purchased with the hope that it will generate income or appreciate in
the future.

Finance Cost: The Financing Cost (FC), also known as the Cost of Finances (COF), is the cost and interest and other charges
incurred during the year in relation to borrowed money.

Long Term Liabilities: Long-term liabilities are liabilities with a maturity period of over one year.

Current Liabilities: A company's debts or obligations that are due within one year.

Inventory Turnover ratio: Inventory Turnover is a ratio showing how many times a company's inventory is sold and replaced
over a period.
Sales Turnover
𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =
Inventory
Debtors Turnover: Accounts receivable turnover is an efficiency ratio or activity ratio that measures how many times a business
can turn its accounts receivable into cash during a period
Sales Turnover
𝐷𝑒𝑏𝑡𝑜𝑟𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =
Accounts recievables
Fixed Asset Turnover: The fixed-asset turnover ratio is a financial ratio of net sales to fixed assets
Sales Turnover
𝐹𝑖𝑥𝑒𝑑 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =
Fixed Assets
Current Asset Turnover: The current-asset turnover ratio is a financial ratio of net sales to fixed assets
Sales Turnover
𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =
Current Assets
Operating Profit Margin: Operating margin is a measurement of what proportion of a Company’s revenue is left over after
paying for variable costs of production such as wages, raw materials etc. It can be calculated by dividing a Company’s operating
income (also known as “operating profit”) during a given period by its sales during the same period.
Operating profit
𝑂𝑝𝑒𝑟𝑎𝑡𝑖𝑛𝑔 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =
Sales Turnover
Net Profit Margin: Net profit margin is the percentage of revenue left after all expenses have been deducted from sales
Net profit
𝑁𝑒𝑡 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =
Sales Turnover

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Return on Assets: ROA tells you what earnings were generated from invested capital (assets)
Net profit
𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐴𝑠𝑠𝑒𝑡𝑠 =
Total Assets
Return on equity/net worth: return on equity (ROE) is the amount of net income returned as a percentage of shareholders’
equity.
Net profit
𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐸𝑞𝑢𝑖𝑡𝑦 =
Net worth
Return on Capital Employed: Return on capital employed (ROCE) is a financial ratio that measures a company's profitability
and the efficiency with which its capital is employed.
Net profit
𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝐸𝑚𝑝𝑙𝑜𝑦𝑒𝑑 =
Total Debt + Equity share capital
Current ratio: The current ratio is a financial ratio that measures whether or not a firm has enough resources to pay its debts
over the next 12 months. It compares a firm's current assets to its current liabilities.
Current Assets
𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑟𝑎𝑡𝑖𝑜 =
Current Liabilities
Quick ratio: The quick ratio is a measure of how well a Company can meet its short term financial liabilities.
Current Assets − Inventories
𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =
Current Liabilities
Cash ratio: The ratio of the liquid assets of a Company to its current liabilities.
Current Assets − Inventories − Account Recievables
𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =
Current Liabilities
Working Capital Turnover ratio: The working capital turnover ratio is also referred to as net sales to working capital. It indicates
a Company's effectiveness in using its working capital.
𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟
𝑊𝑜𝑟𝑘𝑖𝑛𝑔 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =
Current Assets − Current Liabilities
Debt to Equity ratio: The debt-to-equity ratio (D/E) is a financial ratio indicating the relative proportion of
shareholders' equity and debt used to finance a company's assets.
𝑆ℎ𝑜𝑟𝑡 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡 + 𝐿𝑜𝑛𝑔 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡
𝐷𝑒𝑏𝑡 𝑡𝑜 𝐸𝑞𝑢𝑖𝑡𝑦 𝑟𝑎𝑡𝑖𝑜 =
𝑁𝑒𝑡 𝑊𝑜𝑟𝑡ℎ
Interest Coverage ratio: The Interest coverage ratio is a debt ratio and profitability ratio used to determine how easily a
Company can pay interest on outstanding debt.
𝐸𝑎𝑟𝑛𝑖𝑛𝑔 𝐵𝑒𝑓𝑜𝑟𝑒 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑎𝑛𝑑 𝑇𝑎𝑥
𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝐶𝑜𝑣𝑒𝑟𝑎𝑔𝑒 𝑅𝑎𝑡𝑖𝑜 =
𝐹𝑖𝑛𝑎𝑛𝑐𝑒 𝐶𝑜𝑠𝑡
Market Cap/Sales ratio: Market Cap/sales ratio, Price–sales ratio, P/S ratio, or PSR, is a valuation metric for stocks. It is
calculated by dividing the company's market cap by the revenue in the most recent year; or, equivalently, divide the per-
share stock price by the per-share revenue.
𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝
𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑆𝑎𝑙𝑒𝑠 𝑟𝑎𝑡𝑖𝑜 =
𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟
Market Cap/ Net Worth ratio: It is a valuation ratio calculated by dividing Company’s market cap to net worth.
𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝
𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ 𝑟𝑎𝑡𝑖𝑜 =
𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ
Market Cap/ PAT ratio: It is a valuation ratio calculated by dividing Company’s market cap to net profit.
𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝
𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑃𝐴𝑇 𝑟𝑎𝑡𝑖𝑜 =
𝑛𝑒𝑡 𝑝𝑟𝑜𝑓𝑖𝑡
Market Cap/ EBITDA ratio: It is a valuation ratio calculated by dividing Company’s market cap to EBITDA.

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𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝
𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝐸𝐵𝐼𝑇𝐷𝐴 𝑟𝑎𝑡𝑖𝑜 =
𝐸𝐵𝐼𝑇𝐷𝐴
Trading Volume (shares) (avg. of 1 year): Average number of shares/day traded in 1 year

Trading volume (shares) (high in 1 year): Highest number of shares/day traded in 1 year

Trading volume (shares) (minimum in 1 year): Lowest number of shares traded on any one day in 1 year

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