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Directors Report of Zylog Systems Ltd.

Mar 31, 2015

The Directors hereby present the Twentieth Annual Report together with the audited accounts of the company for the year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS

The performance of the company for the year ended 31st March 2015 is as follows:

Consolidated Financials (Rs. In lakhs)

Particulars For the year ended

31.03.2015 31.03.2014

Gross Revenue 41,101.34 172,900.39

Net Revenue (excluding Excise Duty) 41,101.34 172,900.39

Total Expenditure 41,866.09 206,795.56

Operating Income (764.75) (33,895.17)

Other Income 2,103.32 9,754.32

Profit before Interest, Tax & Depreciation 1,338.57 (24,140.85)

Interest 1,556.41 5,214.66

Deferred Revenue Expenses - -

Depreciation 17,407.21 25,784.94

Profit before Tax & Exceptional item

Exceptional item (17,625.05) (55,140.45)

47,000.54 (117.79)

Profit before Tax & Exceptional item

Tax Expense (64,625.59) (55,022.66)

Profit after Tax/Net Profit (896.25) 893.95

Balance of profit brought forward from last year (63,729.34) (55,916.62)

Amount Available for Appropriations 42,646.36 94,076.23

Appropriations: (21,082.98) 38,159.61

Transfer to General Reserve

Depreciation transferred to retained earnings - -

Dividend - -

Tax on Dividend - -

Balance Carried to Balance Sheet - -

(21,082.98) 38,159.61

2. PERFORMANCE

Generally the performance of the company has substantially reduced. The problems faced by the company are due to various reasons enumerated in the previous annual report as well. During the year under review, the Canadian subsidiary was sold by ICICI Bank Limited . Due to this there is steep reduction in turnover . The turnover of the Canadian subsidiary for the accounting year 2013-14 was Rs 478.84 Crs.

During FY 2014-15, the company has posted a muted financial performance, both at the standalone and consolidated level. Net Loss at the consolidated level has increased from Rs. 559.17 crores in the previous year to a net loss of Rs. 637.29 crores.

Charges to the extent of Rs. 174.07 crores, which constitutes 42.4% of the revenue from operations at standalone level, our loss after tax amounted to Rs. 628.41 crores as against the previous year loss of Rs. 437.91 crores. On consolidated basis, our profit / (loss) after tax amounted to (Rs. 637.29 crores) as against loss Rs. 559.17 crores of the previous year. This is principally due to four factors. (1) Increase in Depreciation/Amortization compared to the previous year's 14.9%. (2) Employee benefit expenses forms 36.4% of the operating revenue as against 51.8% in the previous year. (3) Project related expenses stands at 45.4% on the revenue from operations compared to the previous year's ratio of 37.4%. (4) The cost escalation on Operations and other expense rose to 20.1% on operating revenue compared to the previous year's recorded ratio of 30.4%. This is primarily due to the provision of doubtful debts amount on account receivables amounting to Rs. 468.94 crores.

These four factors coupled with losses suffered due to acute shortage of human resources. Offshore has lost the technical engineer's strength of 2,107 during the FY 2013-14 and further recruitment of engineers has been standing as a challenge due to the prevailing financial challenges and instability arising out of liabilities with the lenders/banks. This originated in the previous financial year due to the foreign currency fluctuation that caused a severe flow to P&L account. The Indian rupee which was at levels of Rs. 42 to a US dollar in October 2011 started to depreciate sharply to levels of Rs. 55 within a short period and again from Rs. 55 it steadily depreciated to levels Rs. 68 before settling to current levels of Rs. 65 to a USD. The working capital PCFC loan limits was fixed in INR but a ailment & repayment was in USD. Steep Rupee depreciation caused overdrawn situation in the account. Banks either adjusted or sent letters to adjust the overdrawn immediately without any delay irrespective of whether the receivables are overdue or not, thus the Rupee depreciation effected in PCFC limit shrinkage. This explains the huge Rs. 200 crores four loss suffered by the company cumulatively during the period starting from October 2011 until September 2013 i.e. spread over three financial years of FY 2012, FY 2013 & FY 2014. The company had no option but to request the bank either to fix the limits in US$ or increase the limit by the depreciated portion as the a ailment has always been PCFC as majority of expenses being in US$. Unfortunately, both the requests were not considered and thus leading to overdrawn situation. Due to prior customer contractual commitments, the company had to borrow outside consortium by way of unsecured loan from banks/NBFCs to tie up the WC deficit. This created an increased expense in interest costs. Further lot of capex items which were in WIP the previous year went on stream this year for which Depreciation/amortization expenses had to be taken.

The net worth of the company at the standalone level has decreased to Rs. -115.43 crores from Rs. 512.98 crores and the group net worth has decreased to Rs. -181.33 crores from Rs. 411.09 crores. The EPS stood at - 108.03 (Rs. -94.79 PY) for standalone and Rs. -106.52 (Rs. -74.23 PY) for the group for the FY ending 31st March 2015.

Liquidation proceedings: Few creditors have filed winding-up petition against the company in the High court. Against one of such petition, High court had given an order for winding up, which we have contested with the prayer to stay the said order. Hearings are happening at regular intervals. In the recent hearing, the bench in which we appealed for the stay have categorically instructed, that the company should not be wound-up by OL and the case be transferred to a single Judge company's court to hear further on this case. However, the bench further instructed that regular statutory compliances and operations of the company should not be curtailed in any manner

3. DIVIDEND

Your Company does not have sufficient profits, hence your company does not declare dividend.

4. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant events after balance sheet date. However the company embarked on corporate Debt Restructuring even before the balance sheet date. This continued after the balance sheet date in significant measure and likely to continue in the near future . Your Directors want to appraise you on the restructuring of debts attempted by your company.

CORPORATE DEBT RESTRUCTURING (CDR)

The company is filing the required paperwork towards the CDR initiative and is taking the required steps to address the financial restructuring. In this regard, steps are being taken to form the Joint Lender's Forum (JLF).

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review, there was no appointment, re-appointment in the Board except for resignation of following Directors of the Company.

1. Mr. Sudarshan Venkatraman

2. Mr. M.P Mehrotra

3. Mr. R. Siva Subramaniam

The Board placed on record appreciation of their services.

6. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6)

7. VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same is being hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/Employee have been denied access to the Chairman of the Audit Committee and that no Complaints were received during the year.

8. AUDITORS

M/s Ramadoss & Co, Chartered Accountants, Chennai were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 19th November 2014, Their continuance of appointment and payment of remuneration are to be ratified and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

9. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed Mr. V. Sudindhar, Practicing Company Secretary as Secretarial Auditor of the company to undertake Secretarial audit of the company. The report of the secretarial auditor is annexed. It does not contain any qualification reservation, adverse remark or disclaimer.

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV:

Particulars Vishwa Zylog Zylog Zylog Vikas Systems Systems Systems Services (Europe) (India ) Asia Pacific Limited Limited Limited Pte Ltd

Financial year of the Subsidiary March 31, March 31, March 31, March 31, 2015 2015 2015 2015

1.Share capital 25.00 1,065.65 3150.00 625.99

2.Reserves and surplus 581.45 2013.00 (5158.74) 399.85

3.Total assets 766.66 5,020.63 15,081.82 2,794.38

4.Total liabilities 160.21 1,941.95 17,090.51 1,768.57

5.Details of investments including goodwill - - 231.09 388.76

6.Net Sales including other income 31.70 1,305.83 198.08 1,289.63

7.Profit/(loss) before tax (27.30) 216.51 (1,805.94) 55.86

8.Provision for taxation - - 28.73 -

9.Profit/(loss) after Tax (27.30) 216.51 (1,834.67) 55.86

10.Proposed dividend

11. Reporting currency INR GBP INR SGD

12. Exchange rate - 92.9921 - 45.6251

Particulars Zylog BV Algorithm limited Solutions Pvt Limited

Financial year of the Subsidiary March 31, March 31, 2015 2015

1.Share capital 62.99 1.00

2.Reserves and surplus 2745.55 (125.95)

3.Total assets 10,473.40 562.61

4.Total liabilities 7,664.91 687.59

5.Details of investments including goodwill - -

6.Net Sales including other income 6,921.26 806.78

7.Profit/(loss) before tax 755.27 103.52

8.Provision for taxation 106.08 51.97

9.Profit/(loss) after Tax 649.19 51.55

10.Proposed dividend

11. Reporting currency USD INR

12. Exchange rate 62.6788 -

The Financial Statements of Subsidiaries whose reporting currencies are other than Indian Rupees were converted into Indian Rupees on the basis of appropriate exchange rates.

Statement of Subsidiaries under Section 212 of the Companies Act, 1956

Amount in Rs.

Name of the Subsidiary Vishwa Zylog Zylog Zylog Vikas Systems Systems Systems Services (Europe) (India) Asia Pacific Limited Limited Limited Pte Limited

The Financial Year of the Subsidiary Company March 31, March 31, March 31, March 31, ended on 2015 2015 2015 2015

Holding Company Zylog Zylog Zylog Zylog Systems Systems Systems Systems Limited Limited Limited Limited

Holding Company Interest 100% 100% 100% 100% Shares held by the holding Company in the 2,50,000 15,64,701 3,15,00,000 19,06,389 Subsidiary Company

Net aggregate amount of profit / (Losses) of the subsidiary so far as it concerns the members of holding company and is not dealt within the Accounts of Holding Company

a)For the Financial year ended on March 31, (27,29,230) 2,16,52,734 (18,34,62,636) 55,85,507

b)For the previous financial years of the 6,08,74,065 11,58,43,431 (33,24,06,584) 4,17,84,278 subsidiary since it became a subsidiary.

Name of the Subsidiary Zylog BV Algorithm Limited Solutions Private Limited

The Financial Year of the Subsidiary Company March 31, March 31, ended on 2015 2015

Holding Company Zylog Zylog Systems Systems Limited Limited

Holding Company Interest 100% 100%

Shares held by the holding Company in the 1,25,000 100,000 Subsidiary Company

Net aggregate amount of profit / (Losses) of the subsidiary so far as it concerns the members of holding company and is not dealt within the Accounts of Holding Company

a)For the Financial year ended on March 31, 51,53,920 51,53,920 2015

b)For the previous financial years of the 17,59,61,900 (1,77,50,457) subsidiary since it became a subsidiary.



11. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) read with section 134(5) of the companies Act 2013 the directors to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departures;

(b) Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31st March 2015 and of the profit of the company for the year ended 31st March 2015.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a "going concern" basis.

(e) Proper internal financial controls to be followed by the company have been laid down and such internal financial controls were adequate and were operating effectively

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating efficiently

12. EXTRACT OF ANNUAL RETURN

An extract of annual Return in form MGT – 9 is annexed and forms part of this report

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The company has not given loans , guarantees nor made any .investments during the financial year under consideration.

14. PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts and arrangements with related parties are on arms length basis and in the ordinary course of business. Form AOC-2 as required under section 134(3) (h) is enclosed as annexure to this report.

15. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review

16. PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the financial year 2014-2015 within the meaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 and there is no outstanding amount on account of principal or interest as on date

17. REMUNERATION OF KEY MANAGERIAL PERSONNAL:

There is no remuneration paid to the Key Managerial Personnel in FY 2014-15.

18. SHARE CAPITAL:

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

(b) Issue of Shares( including Sweat Equity Shares and ESOS) to employees of the Company under the scheme.

19. BOARD EVALUATION

Pursuant to the provisions of Rule 4 of the Companies (Accounts) Rules, 2014, the Board has carried out an annual performance evaluation of its own, the directors individually as well as the working of its Committees (Audit, Nomination & Remuneration Committee and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director)

20. BOARD MEETINGS

During the year, 6 meetings of the Board of Directors were held. The details of the meeting are furnished in the Corporate Governance Report.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Your company has no employees covered in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014.

Your company has paid any remuneration to the Managing Director Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable .

S Name of the Director Median Remune- ration Per Ratio(Remune- ration to Remarks No Remuneration Per Annum Annum (INR) Director to Median (INR) Remuneration

Attached as annexure

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

This is discussed in details in the Management Discussion and Analysis Report.

23. RISK MANAGEMENT POLICY

The Company has taken adequate steps towards management and mitigation of risks in a timely and effective manner. Your company has ensured that, with proper Risk Company mechanism, timely detection of risks is possible and effective control measures could be adopted for easy resilience of any damage arising thereof. Management Discussions and Analysis Report contained more details on the risk management policy of the Company.

24. MATERIAL CHANGES

There were no material changes and commitments occurred after the Closure of the financial year 2014-2015 that affect the financial positions of the Company.

25. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information required under Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014, on energy conservation, technology absorption, foreign exchange earnings and outgo, is given in Annexure and forms an integral part of this report.

27. CORPORATE GOVERNANCE

The Company adheres to the requirements of the code of corporate governance as stipulated in clause 49 of the listing agreement with the stock exchanges as well as to the standards set by the Securities and Exchange Board of India. A report on corporate governance along with certification of the managing director is attached in Annexure. A certificate from the auditors of the company regarding compliance of the conditions of corporate governance as stipulated by clause 49 of the listing agreement is attached in Annexure. The Management Discussion and Analysis Report is attached in Annexure.

28. ACKNOWLEDGEMENT

The Board acknowledges with gratitude the cooperation of its employees, customers and bankers, the of the support of its vendors and suppliers and the assistance of governmental agencies. The Board is particularly grateful to the shareholders for continuing to support the company and for continuing to repose their confidence in the company.

For and on behalf of the Board

s/d

Place: Chennai Ramanujam Sesharathnam

Date: 29-05-2015 Managing Director


Mar 31, 2014

The Members,

The Directors submit the 19l Annual Report of the Company along With the audited financial statements for the financial year ended March 31, 20.14.

FINANCIAL RESULTS AND REVIEW OF OPERATION

During FY 2013-14, the company has posted a muted financial performance, both at the standalone and consolidated level. Net Profit at the consolidated level has come down from Rs. 2.99 crores in the previous year to a net loss of Rs. 559.17 crores.

At standalone level, our loss after tax amounted to Rs. 437.91 crores as against the previous year profit of Rs. 8.09 crores. On consolidated basis, our profit/(loss) after tax amounted to (Rs. 559.17 crores) as against Rs. 2.99 crores of the previous year. This is principally due to four factors. (1) Increase in Depreciation/Amortization Charges to the extent of Rs. 71.96 crores, which constitutes 14.9% of the revenue from operations compared to the previous year''s 7.4%. (2) Employee benefit expenses forms 51.9% of the operating revenue as against 43.0% in the previous year. (3) Project related expenses stands at 37.4% on the revenue from operations compared to the previous year''s ratio of 29.2%. (4) The cost escalation on Operations and other expense rose to 30.4% on operating revenue compared to the previous year''s recorded ratio of 13.3%. This is primarily due to the write-off amount on account receivables amounting to Rs. 213.11 crores.

These four factors coupled with losses suffered due to acute shortage of human resources. Offshore has lost the technical engineer''s strength of 2,107 during the FY 2013-14 and further recruitment of engineers has been standing as a challenge due to the prevailing financial challenges and instability arising out of liabilities with the lenders/banks. This originated in the previous financial year due to the foreign currency fluctuation that caused a severe flow to P&L account. The Indian rupee which was at levels of Rs. 42 to a US dollar in October 2011 started to depreciate sharply to levels of Rs. 55 within a short period and again from Rs. 55 it steadily depreciated to levels Rs. 68 before settling to current levels of Rs. 62 to a USD. The working capital PCFC loan limits was fixed in INR but availment & repayment was in USD- Steep Rupee depreciation caused overdrawn situation in the account. Banks either adjusted or sent-letters to adjust the overdrawn immediately without any delay irrespective of whether the receivables are overdue or not, thus the Rupee depreciation effected in PCFC limit shrinkage. This explains the huge Rs. 200 crores forex loss suffered by the company cumulatively during the period starting from October 2011 until September 2013 ie spread over 3 financial years of FY 2012, FY 2013 & FY 2014. The company had no option but to request the bank either to fix the Jimits in US$ or increase the limit by the depreciated portion as the availment has always been PCFC as majority of expenses being in US$. Unfortunately, both the requests were not considered and thus leading to overdrawn situation. Due to prior customer contractual commitments, the company had to borrow outside consortium by way of unsecured loan from banks/NBFCs to tie up the WC deficit. This created an increased expense in interest costs. Further lot of capex items which were in WIP the previous year went on stream this year for which Depreciation/amortization expenses had to be taken.

The net worth of the company at the standalone level has decreased to Rs. 512.98 crores from Rs. 819.53 crores and the group net worth has decreased to Rs. 411.09 crores from Rs. 911.57 crores. The EPS stood at - 2.46 (Rs. 52.86 PY) for standalone and Rs. 0.91 (Rs. 62.14 PY) for the group for the FY ending 31st March 2014.''

Liquidation proceedings:_Few creditors have filed winding-up petition against the company in the High court. Against one of such petition, High court had given an order for winding up, which we have contested with the prayer to stay the said order. Hearings are happening at regular intervals. In the recent hearing, the bench in which we appealed for the stay have categorically instructed, that the company should not be wound-up by OL and the case be transferred to a single judge company''s court to hear further on this case. However, the bench further instructed that regular statutory compliances and operations of the company should not be curtailed in any manner

CORPORATE DEBT RESTRUCTURING (CDR)

¦ The company is filing the required paperwork towards the CDR initiative and is taking the required steps to address the financial restructuring. In this regard, steps are being taken to form the Joint Lender''s Forum (JLF). -

SUBSIDIARIES

The Company has 7 Subsidiaries as on March 31, 2014.

There has been no material change in the nature of the business of the Subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The Consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities,, income, expenses and other details of the Company and its subsidiary companies.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

SHARE CAPITAL

At the end of the financial year 2013-14, the Company''s Equity share capital stands at Rs. 2949.64 lakhs consisting of 5,89,92,840 equity shares of Rs. 5/- each compared to the previous years'' share capital of Rs. 1644.64 lakhs consisting of 3,28,92,840 equity shares of Rs. 5/- each.

DIVIDEND

Considering the net loss of Rs. 437.91 crores, the Board of Directors has not recommended any dividend for the FY ending 31.03.2014.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Company''s auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with National Stock Exchange of India (NSE) and Bombay Stock Exchange of India (BSE) are included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the''Listing Agreement with the Stock Exchanges, we annex herewith a Statement on Management Discussion and Analysis which forms part of the Directors report.

A cautionary note: Certain statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulation. Many factors may affect the actual results, which could be different from what we envisage in terms of future performance and outlook.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure 2 to the directors'' report section.

PARTICULARS OF EMPLOYEES

- The information required under Section 217(2A) of the Act and the Rules made thereunder, will be provided to the Share Holder upon receiving specific request Hence in terms of Section 219(l)(b)(iv) of the Act, the report and accounts are being sent to the shareholders excluding.the aforesaid information.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest was outstanding as on date of balance sheet.

DIRECTORS

In accordance with Article 99 of the Articles of Association, Mr. K.S. Subramanian, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. M. Gajhanathan and Mr. K.S. Subramanian, Independent Directors of the Company has been proposed for appointment for a tenure of three years with effect from the ensuing Annual General meeting having regard to comply with the provisions of Section 149 of the Companies Act, 2013.

The Board of Directors seeks your support for passing of the resolutions for appointment/ re-appointment of the above Directors.

During the Financial year 2012-13 Mr. M.P. Mehrotra was appointed as''director., Mr. R. Sivasubramanian was appointed as director in financial year 2013-14 and both have resigned from the Board during the financial year 2013-14.

The Board took on record its appreciation the valuable services rendered by all the above persons during their tenure as Directors of the Company.

After the resignations/appointment of the above Directors all the committees viz Audit Committee, Remuneration Committee & Share Holders & Investor Grievance Committee have been duly reconstituted where ever necessary as detailed in the Corporate Governance Report attached with this report.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Such accounting policies have been selected and applied consistently and such judgments and estimates have been made 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 31st March 2014 and of the profit of the company for the year ended 31st March 2014;

(c) Proper and sufficient care has been 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;

(d) The annual accounts have been prepared on a "going concern" basis.

AUDITORS

M/s Ramadoss & Co Chartered Accountants, Chennai retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. As required under Section 139 & 141 of the Companies Act, 2013 and the Rules made thereunder, the Company has obtained the written confirmation from M/s Ramadoss & Co Chartered Accountants that their appointment, if made, would be in conformity with the limits specified in the said section.

Directors Reply to the Auditor''s Remarks:

A substantial loss of Rs. 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 Rs. 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 Rs.131.36 crores in respect of GDR issue.

The Board of Directors of the Company wish to state that the Company has duly obtbined 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 minuted the events of the Meetings of the Company. The Company shall make necessary arrangements to produce the copy of the minutes for the verification of the Auditors.

HUMAN RESOURCES

Despite the crisis the company faced due to working capital mismatch it did not resort to retrenchment of employees. The employees were briefed on the crisis and were requested to provide the company with a breathing period for cash flows to get stabilized but those who wanting to leave the organization were allowed to do so. A number of resources at the offshore locations in Chennai & Hyderabad & Bangalore left the organization while the Onsite offices has gone through relatively a lesser impact.

ENVIRONMENTAL AWARENESS

"Go Green" initiatives to conserve resources has been initiated in the Company. Steps required for conserving power across all delivery centers are being undertaken. The Company has also taken initiatives within its office buildings to reduce electrical power, water and paper consumption. These initiatives shall be taken forward at a sustained pace.

ACKNOWLEDGEMENTS

Your directors profusely thank the stakeholders, clients, vendors, investors and bankers for their continued support of Company''s growth. Your directors place on record their immense appreciation of the contribution made by every employee atall levels, who through their commitment, competency, hard work, solidarity, cooperation and support have enabled the company to achieve this growth. Your directors sincerely thank the Government of India, particularly the Department of Electronics, the Customs and Excise Departments, Software Technology Park - Chennai, the Ministry of Commerce, Reserve Bank of India, Department of Telecommunications, State Government and other Government agencies for their support during the year, and look forward to their continued support in the future.

For and on behalf of the Board of Directors of Zylog Systems Limited

s/d Place: Chennai Ramanujam Sesharathnam Date : May 30, 2014 Managing Director & Co .


Mar 31, 2013

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2013.

FINANCIAL RESULTS AND REVIEW OF OPERATION

During FY 2012-13, the company has posted a muted financial performance, both at the standalone and consolidated level. Net Profit at the consolidated level has come down from Rs. 204.40 crores in the previous year to Rs. 2.99 crores.

At standalone level, our loss after tax amounted to Rs. 8.09 crores as against the previous year profit of Rs. 173.89 crores. On consolidated basis, our profit after tax amounted to Rs. 2.99 crores as against Rs. 204.40 crores. This is principally due to three factors. Increase in Finance (interest) Costs to the tune of Rs. 63 Crores when compared to FY 2012. Increase in Depreciation/Amortization Charges to the extent of Rs. 118 crores & Bad debts written off to the tune of Rs. 20 Crores. These three factors coupled with losses suffered due to foreign currency fluctuation dealt a severe flow to P&L account. The Indian rupee which was at levels of Rs. 42 to a US dollar in October 2011 started to depreciate sharply to levels of Rs. 55 within a short period and again from Rs. 55 it steadily depreciated to levels Rs 68 before settling to current levels of Rs. 62 to a USD. The working capital PCFC loan limits was fixed in INR but a ailment & repayment was in USD. Steep Rupee depreciation caused overdrawn situation in the account. Banks either adjusted or sent letters to adjust the overdrawn immediately without any delay irrespective of whether the receivables are overdue or not, thus the Rupee depreciation effected in PCFC limit shrinkage. This explains the huge Rs. 200 crores forex loss suffered by the company cumulatively during the period starting from October 2011 until September 2013 ie spread over 3 financial years of FY 2012, FY 2013 & FY 2014. The company had no option but to request the bank either to fix the limits in US$ or increase the limit by the depreciated portion as the a ailment has always been PCFC as majority of expenses being in US$. Unfortunately, both the requests were not considered and thus leading to overdrawn situation. Due to prior customer contractual commitments, the company had to borrow outside consortium by way of unsecured loan from banks/NBFCs to tie up the WC deficit. This created an increased expense in interest costs. Further lot of capex items which were in WIP the previous year went on stream this year for which Depreciation/amortization expenses had to be taken.

The net worth of the company has decreased to Rs. 819.53 crores from Rs. 827.61 crores whereas the group net worth has increased to Rs. 911.57 crores from Rs. 909.00 crores. The EPS stood at -2.46 (Rs. 52.86 PY) for standalone and Rs. 0.91 (Rs. 62.14 PY) for the group for the FY ending 31st March 2013.

CORPORATE DEBT RESTRUCTURING (CDR)

The Board of Directors are striving hard to bring out the Company from the present severe financial crises through CDR. The Directors are in the process of approaching the Consortium bankers on this matter through the Professional Consultants.

SUBSIDIARIES

The Company has 8 Subsidiaries as on March 31, 2013.

There has been no material change in the nature of the business of the Subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The Consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary companies.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

SHARE CAPITAL

At the end of the financial year 2012-13, the Company''s Equity Share Capital stands at Rs. 1,644.64 Lakhs consisting of 3,28,92,840 Equity Shares of Rs. 5/- each. The Board of Directors of the Company in their meeting held on May 25, 2012 approved sub-division of each and every existing equity share of Rs. 10/- each fully paid up into 2 equity shares of Rs. 5/- each fully paid up, for which the approval of the share holders been obtained in the Extraordinary General Meeting held on June 20, 2012.

DIVIDEND

Considering the sharp dip in profitability, The Board of Directors has not recommended any dividend for the FY 31.03.2013.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Company''s auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with National Stock Exchange of India (NSE) and Bombay Stock Exchange of India (BSE) are included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, we annex herewith a Statement on Management Discussion and Analysis which forms part of the Directors report.

A cautionary note: Certain statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulation. Many factors may affect the actual results, which could be different from what we envisage in terms of future performance and outlook.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure 2 to the directors'' report section.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Act and the Rules made there under, will be provided to the Share Holder upon receiving specific request. Hence in terms of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid information.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest was outstanding as on date of balance sheet.

DIRECTORS

In accordance with Article 99 of the Articles of Association, Mr.M. Gajanathan, Director retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re- appointment.

Further, Mr.K.S.Subramanian was appointed as the Additional Director by the Board of Director in the Board meeting held on February 14, 2014 in accordance with the provisions of section 260 of the Companies Act, 1956.

Pursuant to Section 161 of the Companies Act, 2013 he holds office up to the date of this Annual General Meeting. In this regard the Company has received request in writing from a member proposing his candidature for appointment as Director of the Company in accordance with the provisions of section 257 and other applicable provisions of the Companies Act, 1956.

During the Financial year 2012-13 and up to the date of this Report the following directors were resigned from the Board.

1. Mr. S.Rajagopal

2. Mr. V.K.Ramani

3. Mr. A.P. Vasanth Kumar

4. Mr. P. Srikanth

During the Financial year 2012-13 Mr. M.P. Mehrotra was appointed as director, Mr. R. Sivasubramanian was appointed as director in financial year 2013-14 and both have resigned from the Board during the financial year 2013-14.

The Board took on record its appreciation the valuable services rendered by all the above persons during their tenure as Directors of the Company.

After the resignations/appointment of the above Directors all the committees viz Audit Committee, Remuneration Committee & Share Holders & Investor Grievance Committee have been duly reconstituted where ever necessary as detailed in the Corporate Governance Report attached with this report.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors confirm that:

(i) they accept responsibility for the integrity and objectivity of these accounting statements;

(ii) the financial statements are prepared in accordance with the guidelines and standards of the ICAI and Companies Act 1956, to the extent applicable. There are no material departures from the above-mentioned standards;

(iii) such standard accounting policies have been applied consistently, except as otherwise stated;

(iv) the judgments and estimates have been made on a reasonable and prudent basis so that the financial statements provide a true and fair view of the state of affairs of the Company at the end of the financial year;

(v) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(vi) the Annual Accounts are prepared on a going concern basis and on an accrual basis.

AUDITORS

M/s. Brahmayya & Company, the statutory Auditor of the company, expressed their unwillingness to continue as a Statutory Auditors, The Board has appointed M/s Ramadoss & Company as Statutory Auditor of the Company after obtaining the share holders approval at Extra General Body Meeting held on February 5, 2014. The Company has already submitted the Restated audited Financial results for Quarter and year ended 31st March 2013 authenticated by M/s Ramadoss & Company, the new statutory Auditor to all the stock exchanges.

M/s Ramadoss & Co Chartered Accountants, Chennai retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible pursuant to Section 224 (1B) of the Companies Act, 1956, have expressed willingness to accept office, if re-appointed.

Directors Observation on Auditor''s Remarks

NON PAYMENT OF DIVIDEND & TDS:

A substantial loss of Rs. 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 Rs. 130 crores. This happened during the period when zylog was parallelly 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.

HUMAN RESOURCES

Despite the crisis the company faced due to working capital mismatch it did not resort to retrenchment of employees. The employees were briefed on the crisis and were requested to provide the company with a breathing period for cash flows to get stabilized but those who wanting to leave the organization were allowed to do so. A number of resources at the off shore locations in Chennai & Hyderabad & Bangalore left the organization while the Onsite employees more or less remained intact.

ENVIRONMENTAL AWARENESS

"Go Green" initiatives to conserve resources has been initiated in the Company. Steps required for conserving power across all delivery centres are being undertaken. The Company has also taken initiatives within its office buildings to reduce electrical power, water and paper consumption. These initiatives shall be taken forward at a sustained pace.

ACKNOWLEDGEMENTS

Your directors profusely thank the stakeholders, clients, vendors, investors and bankers for their continued support of Company''s growth. Your directors place on record their immense appreciation of the contribution made by every employee at all levels, who through their commitment, competency, hard work, solidarity, cooperation and support have enabled the company to achieve this growth. Your directors sincerely thank the Government of India, particularly the Department of Electronics, the Customs and Excise Departments, Software Technology Park - Chennai, the Ministry of Commerce, Reserve Bank of India, Department of Telecommunications, State Government and other Government agencies for their support during the year, and look forward to their continued support in the future.

For and on behalf of the Board of Directors

of Zylog Systems Limited -s/d -s/d- Sudarshan Venkatraman Ramanujam Sesharathnam

Chairman & CEO Managing Director & COO

Place: Chennai

Date: February 14, 2014


Mar 31, 2011

To the Members,

We are delighted to present the report on our business and operations for the year ended March 31, 2011.

FINANCIAL RESULTS

Rs. in lakhs except per share data

Year ended March 31, Standalone Consolidated 2011 2010 2011 2010

Operating revenue 91,584.34 78,352.16 1,91,567.76 97,994.17

Other Income 240.11 439.40 491.88 459.92

Operating Profit (PBDIT) 22,665.50 15,825.66 29,783.86 17,955.12

Interest 2,371.70 1,167.97 4,053.49 1,449.08

Depreciation 3,023.20 2,842.36 5,150.86 3,370.39

Prior period adjustments - - 13.76 32.13

Profit before tax (PBT) 17,270.60 11,815.33 20,565.74 13,103.52

Taxes 5.158.68 2,600.70 6,075.47 2,857.85

Profit after tax (PAT) 12,111.93 9,214.63 14,490.27 10,245.68

Less: Minority interest - - 153.54

Less: Share of profit of associate - - 24.35 -

Net Profit for the year 12,111.93 9,214.63 14,514.62 10,092.14

Dividend recommended 1,315.71 986.79 1,315.71 986.79

Dividend tax 218.53 167.70 218.53 167.70

Transferred to general reserve 1,500.00 1,000.00 1,500.00 1,000.00

Balance carried forward to balance sheet 39,077.37 29,999.68 42,411.89 30,931.50

Paid up capital 1,644.64 1,644.64 1,644.64 1,644.64

Reserves & Surplus 65,639.67 55,061.98 69,268.91 55,886.27

Net Worth 67,284.31 56,706.63 70,913.55 57,876.07

Earnings per Share 73.64 56.03 88.25 62.30

RESULTS OF OPERATION

During FY 2010-11, the company posted an excellent financial performance, both at the standalone and consolidated level. The prospects for the company have improved immeasurably in spite of challenging global economic climate. The full effect of the two acquisitions, namely Brainhunter Inc, Canada and Matrix Primus Partners Inc, USA during the tail end of the previous financial year was fully brought out in the consolidated numbers, as total income almost doubled from Rs 979.94 crores in the previous year to Rs 1915.6)8 crores in the year ended March 2011. Net Profit at the consolidated level has galloped at the rate of 44% from Rs 100.92

crores in the previous year to Rs 145.15 crores. Total Revenue for Zylog Systems Limited was Rs 915.84 crores as against Rs 783.52 crores in the previous year, representing a growth of 17%.

At standalone level, our profit after tax amounted to Rs 121.12 crores (13.22% of revenue) as against Rs 92.15 crores (11.76% of revenue), thus representing an increase of 31.44% over the previous year. On consolidated basis, our profit after tax amounted to Rs 145.15 crores (7.58% of revenue) as against Rs 100.92 crores (10.29% of revenue).The net worth of the company has increased to Rs 672.84 crores from Rs 567.07 crores whereas the group net worth has increased to Rs 709.14 crores from Rs 578.76 crores.The EPS has improved to Rs 73.64 (Rs 56.03 PY) for standalone and Rs 88.25 (Rs 62.30 PY) for the group.

The Company continues to be a 100% Export Oriented Unit ("EOU") registered with the Software Technology Parks of India ("STPI").The Company also proposes to take up an office space at Siruseri, SIPCOT, Chennai (a SEZ Unit) for its operation.The Company was enjoying tax holiday for its export earnings under Section 10B of the Income tax 1961 till the financial year 2010-11 by virtue of being 100% EOU registered with STPI. However the unit proposed to be set up in SEZ may get its tax benefits as applicable. Funds raised during the IPO of the company has been fully utilized towards the objects of the issue as per the prospectus dated July 31st ,2007.

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' report, Balance Sheet, and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no.2/2011 dated February 8, 2011 has provided an exemption to Companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010-11 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office in Chennai, India.

The Company has eight subsidiaries. A brief description of the performance of subsidiaries is given below:

- VishwaVikas Services Limited

Vishwa Vikas Services Limited has generated revenue of Rs 322.67 lakhs (PY Rs 254.74 lakhs) with a net profit of Rs 25.04 lakhs (PY Rs 20.03 lakhs).

- Zylog Systems (Europe) Limited

Zylog Systems (Europe) Limited has recorded revenue of Rs 5,134.36 lakhs (PY Rs 4,115.45 lakhs) with a net profit of Rs 477.73 lakhs (PY Rs 169.36 lakhs). During the year an investment of Rs 29, 09,672 was made as Share capital of the Subsidiary.

- Zylog Systems (India) Limited

Zylog Systems (India) Limited has achieved revenue of Rs 4,560.86 lakhs (PY " 1,163.35 lakhs) with a net profit of Rs 322.19 lakhs (PY Rs 39.92 lakhs). During the year the paid up share capital of Zylog Systems (India) Limited was increased by Rs 3,140 lakhs and the authorized share capital was increased to Rs 500 Llkhs.

- Zylog Systems Asia Pacific Pte Limited

Zylog Systems Asia Pacific Pte Limited has generated revenue of Rs 1,218.04 lakhs (PY Rs 884.84 lakhs) with a net profit of Rs 94.25 lakhs (PY Rs 79.98 lakhs).

- Zylog BV Limited

Zylog BV Limited has generated revenue of Rs 6,665.22 lakhs (PY Rs 2,578.50 lakhs) with a net profit of Rs 133.28 lakhs (PY Rs 418.74 lakhs).

- Matrix Primus Partners Inc, USA

Matrix Primus Partners Inc, USA has recorded revenue of Rs 9,123.39 lakhs (PY Rs 810.06 lakhs) with a net profit of Rs 133.28 lakhs (PY Rs 93.18 lakhs).

- Algorithm Solutions Private Limited

Algorithm Solutions Private Limited has recorded revenue of Rs 558.84 lakhs (PY Rs 0.06 lakhs) with a net profit of Rs 18.97 lakhs (PY net loss Rs 0.04 lakhs).

- Zylog Systems (Canada) Limited

Zylog Systems (Canada) Limited has generated revenue of Rs 76,481.44 lakhs (PY Rs 10,325.81 lakhs) with a net profit of Rs 236.73 lakhs (PY Rs 184.44 lakhs).

The statement of subsidiaries under Section 212 (l)(e) has been attached as Annexure to the Directors' Report.

SHARE CAPITAL

At the end of the financial year the Company's Equity Share Capital stands at Rs. 1,644.64 Lakhs consisting of 16446420 Equity Shares ofRs. 10/- each.

DIVIDEND

Your Directors recommend a dividend of 80% i.e. Rs 8 per Equity Share for the year ended March 31,2011 on 1,64,46,420 fully paid up Equity Shares of Rs 10 each (PY Rs 6 per share on 1,64,46,420). If the recommended Dividend is approved by the Members at the forthcoming Annual General Meeting, the Dividend including the Dividend Tax will absorb Rs 15.34 crores (Rs 11.54 croresPY).

TRANSFER TO RESERVES

Your Directors propose to transfer a sum of Rs 15 crores to General Reserves (Rs 10 crores PY) out of the amount available for appropriation and a sum of Rs 390.77 crores (Rs 299.99 crores PY) is carried forward in the profit and loss account for standalone and a sum of Rs 424.12 crores (Rs 309.32 crores PY) at the group level.

STRATEGIC INVESTMENTS & ACQUISITIONS

One of the largest acquisitions of the Company during the previous year was M/s. Brainhunter Inc, Canada.The benefits that were envisaged include access to new clients, new geographical areas and new service and product offerings. This company was endowed with a superb client base to which Zylog could market and sell its own products and solutions. The other main plus point of the acquisition was that Canada represented a stable and prosperous economy into which any business that had a significant presence in the US like Zylog would want to add its own footprint in Canada as a natural extension of its operations. Integration of Brainhunter indeed had its own challenges which have been successfully overcome, as the synergy of leveraging

Zylog's top management, business development, marketing and other operational expertise has been fully put into practice. The 'Brainhunter' business that was acquired was purely an asset purchase and not an equity purchase. This purchase was through our wholly owned subsidiary, Zylog Systems (Canada) Limited. The business is now recognized under the name of Zylog Systems (Canada) Limited. Once the Company completely leverages Brainhunter's customer base to cross-sell its own products and services, the benefits will accrue in subsequent periods.This is entirely in line with Zylog's strategic vision that seeks out target companies for acquisition which have substantial untapped potential in their business prospects or have some operational, financial or geographical constraints. During the year, Zylog Systems (Canada) Limited has acquired 100% of the share capital of Mindwire Inc. for a net consideration amounting to Rs 5,83,68,125. This was an operational decision implemented to facilitate the running of Business with Government Departments which contribute 30% of total revenues of the subsidiary. Mindwire was a locally registered Canadian company which had an excellent track record in conducting business with Government Departments in Canada. One other acquisition during the previous year, M/s Matrix Primus Partners Inc., USA has also performed well contributing revenue of Rs. 91.23 cr with a net profit of Rs. 10.95 cr.

Your company has been doing well in various acquisitions from previous financial years and has successfully integrated the acquired products, solutions and services into its suite of offerings. These acquisitions have helped the Company to penetrate the market deeper and cross-sell its newly-acquired offerings to complementary markets, thus enlarging its reach. Your Company continues to look out for suitable acquisitions that shall be a leading edge in business and has potential to yield substantial business benefits. Acquiring a company in a niche space will have its own attractions amongst existing offerings. Also, building up economies of scale in our product and service capabilities proves to be a very important strategy as we target larger size contracts with premier companies and governments around the world.

CORPORATE GOVERNANCE

Your Directors benchmark its corporate governance policies with the best in the world. Your directors have reiterated your company's philosophy on corporate governance. The increasing diversity of the investing community and the integrated nature of global capital markets render corporate governance a vital issue for investors. A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with National Stock Exchange of India (NSE) and Bombay Stock Exchange of India (BSE) is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, we annex herewith a Statement on Management Discussion and Analysis which forms part of the Directors report.

A cautionary note: Certain statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulation. Many factors may affect the actual results, which could be different from what we envisage in terms of future performance and outlook.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure 2 to the directors' report section.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies

(Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the directors' report. However, having regard to the provisions of Sec 219 (l)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ADVISORY COMMITTEE

The Advisory Committee of the Company is headed by Mr.S. Rajagopal, who is also an Independent Director of the Company and comprises of eminent persons viz., Mr. Ratnakar Hegde, former Executive Director of Union Bank of India, Mr.T.Valliappan, Director, Oriental Bank of Commerce Ltd. and Mr.Nanjappa, former Executive Director, Reserve Bank of India. The Advisory Committee met 4 times during the current fiscal to review the business.

QUALITY INITIATIVES

Quality and best practices define the foundation of a company. Your company is an ISO 9001:2008 qualities certified Company and are being assessed for CMMI Level 4.Your company continuously leverages cutting edge tools, methodologies and benchmark standards to exceed the expectations of our customers. We, as an IT Solution provider, will continue to strive for excellence in all areas of business, guarantee the quality of its software products at all stages of development and build the highest quality standards .Your Company follows the most widely used paradigms for QA management, PDCA (Plan-Do-Check-Act) approach, also known as the Shewhart cycle. The main goal of QA is to ensure that the product / service fulfills or exceeds customer expectations. An independent audit team, who reports directly to the Managing Director, ensures proper implementation of all the control functions. The audit team conducts regular internal audits, intimates the non- conformities found during such audits, ensures that necessary corrective and preventive actions are taken and furnishes necessary summary reports to the Senior Management.

We have developed and implemented control systems for software development, for information security and for managerial functions. Policies, processes and procedures have been developed for each control system and these are placed in the company's network to ensure their availability to all the employees at all times.

AWARDS AND RECOGNITION

In 2010-11, awards and recognition marked our accomplishments in various fields.

- Won NJTC's Mid-Atlantic Innovation Award for its Knowledge Management & Collaboration Solution.

- Recognized on the Everything Channel CRN Fast Growth 100 List. The ranking is based on two years' growth of net sales and the Company is winning this award 4 years in row.

- Earned a Spot on 2010 InformationWeek 500 List ofTop Technology Innovators Across America for the Business Technology Innovation Leadership.

- Named as one of the "30 Cloud VARs That Get It" by Everything Channel's CRN Magazine

- ZSL Inc. was honored with the prestigious Judges Award for its Wound Care Mobile Assistant, an app that replaces the manual process of taking measurements of wounds and lesions and updating the patient record. NJTC also recognized the company's SmartPrise BI Mobile app, which brings enterprise business analytics to a mobile environment.

- The Company's Enterprise Mobile Applications Suite won Mobile Innovation Award from Research In Motion (RIM) and NJTC.

FIXED DEPOSITS

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

DIRECTORS

In accordance with Article 99 of the Articles of Association, Mr. M. Gajhanathan, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers for reappointment as Director.

The Board inducted Mr.V. K. Ramani into the Board of Directors. We seek your support in confirming his appointment as director liable to retire by rotation.

Mr. A.V. Raj wade has resigned as a Member of the Board and the Board of Directors considered and accepted his resignation with effect from 03rd August 2010 .We place on record our deep sense of appreciation for the services rendered by Mr. A.V. Rajwade as a Board member.

Mr.V. Chandramouly has resigned as a Member of the Board and the Board of Directors considered and accepted his resignation with effect from 31.03.2011.We place on record our deep sense of appreciation for the services rendered by Mr.V. Chandramouly as a Board member.

DIRECTORS'RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors confirm that:

(i) they accept responsibility for the integrity and objectivity of these accounting statements;

(ii) the financial statements are prepared in accordance with the guidelines and standards of the ICAI and Companies Act 1956, to the extent applicable. There are no material departures from the above- mentioned standards;

(iii) such standard accounting policies have been applied consistently, except as otherwise stated;

(iv) the judgments and estimates have been made on a reasonable and prudent basis so that the financial statements provide a true and fair view of the state of affairs of the Company at the end of the financial year;

(v) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(vi) the Annual Accounts are prepared on a going concern basis and on an accrual basis.

AUDITORS

M/s Brahmayya & Co., Chartered Accountants, Chennai retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible pursuant to Section 224 (IB) of the Companies Act, 1956, have expressed willingness to accept office, if re-appointed .The Audit Committee in their meeting held on May 27,2011 has recommended the re-appointment of M/s Brahmayya & Co., Chartered Accountants, Chennai.

HUMAN RESOURCES

As this is a people business, employees are vital and most valuable assets possessed by the company. Your company continues to attract highly talented individuals possessing skill sets with an 'x' factor. Your company rightly appeals to young, qualified people who want to make a difference in their contribution and be at the forefront of change which is very much the hallmark that we pursue to the highest degree, as we cross several pioneering frontiers in our pursuit of perfection. Employee strength was 4302 at the end of the year compared to 3394 last fiscal and continues to be on an upward trend, given the challenges we have set ourselves. The effective and optimal utilisation of precious onsite and offshore staff resources remains one of the key near term objectives, going forward.

ENVIRONMENTAL AWARENESS

"Go Green" initiatives to conserve resources has been initiated in the Company. Steps required for conserving power across all delivery centres are being undertaken. The Company has also taken initiatives within its office buildings to reduce electrical power, water and paper consumption.These initiatives shall be taken forward at a sustained pace.

ACKNOWLEDGEMENTS

Your directors profusely thank the clients, vendors, investors and bankers for their continued support of Company's growth.Your directors place on record their immense appreciation of the contribution made by every employee at all levels, who through their commitment, competency, hard work, solidarity, cooperation and support have enabled the company to achieve this growth.Your directors sincerely thank the Government of India, particularly the Department of Electronics, the Customs and Excise Departments, Software Technology Park - Chennai, the Ministry of Commerce, Reserve Bank of India, Department of Telecommunications, State Government and other Government agencies for their support during the year, and look forward to their continued support in the future.

For and on behalf of the Board of Directors of Zylog Systems Limited

Sudarshan Venkatraman

Chairman & CEO

Ramanujam Sesharathnam Managing Director & COO

Place : Chennai Date : 27th May 2011




Mar 31, 2010

The Directors present their Fifteenth Annual Report and the Audited Accounts of the company for the financial year ended March 31, 2010.

FINANCIAL RESULTS

Rupees in lakhs except per share data

Year ended March 31, Standalone

2010 2009

Operating revenue 78,352.16 73,493.51

Operating profit(PBDIT) 15,386.27 7,260.58

Interest 1,167.97 557.53

Depreciation 2,842.36 1,937.05 Prior period adjustments

Profit before tax(PBT) 11,815.33 9,660.79

Taxes 2,600.7 1,143.93

Profit after tax( PAT) 9,214.63 8,516.85

Less: Minority interest - -

Net profit for the year 9,214.63 8,516.85

Dividend recommended 986.79 493.39

Dividend tax 167.7 83.85

Transferred to general reserve 1,000.00 1,000.00

Balance carried forward to balance sheet 29,999.68 22,939.53

Paid up capital 1,644.64 1,644.64

Reserves & surplus 55,061.98 47,001.84

Net worth 56,706.63 48,646.48 Earnings per share 56.03 51.79

Year ended March 31, Consolidated

2010 2009

Operating revenue 97,994.17 75,103.91

Operating profit(PBDIT) 17,392.69 7,282.56

Interest 1,449.08 604.71

Depreciation 3,370.39 2,106.20

Prior period adjustments 32.13 (5.65)

Profit before tax(PBT) 13,001.02 9,652.97

Taxes 2,755.34 1,197.42

Profit after tax( PAT) 10,245.68 8,455.55

Less: Minority interest 153.54 68.83

Net profit for the year 10,092.14 8,386.72

Dividend recommended 986.79 493.39

Dividend tax 167.70 83.85

Transferred to general reserve 1,000.00 1,000.00

Balance carried forward to balance sheet 30,931.50 22,925.03

Paid up capital 1,644.64 1,644.64

Reserves & surplus 55,886.27 46,995.47

Net worth 57,876.07 48,925.22

Earnings per share 62.30 51.41

RESULTS OF OPERATION

FY 2009-10 showed a strong performance both at the standalone and group level. A tight grip on the business and skilful financial management in the face of challenging economic conditions throughout the global areas of Zylogs operation made possible the excellent results for the year ended 31 March 2010 and paved the way for many more successful years to come off the back of this solid platform. Total income for Zylog Systems Limited was Rs. 78352.16 lakhs (Rs. 73493.51 lakhs PY) and the consolidated income was R^. 97994.17 kkhs (Rs. 75103.91 lakhs PY).

The operating profit of the standalone entity was Rs. 15386.27 lakhs (Rs. 7,260.58 lakhs PY) (30% growth) while at the consolidated level Rs. 17392.69 lakhs (Rs. 7282.56 lakhs PY).The net worth of the company has increased to Rs. 56706.63 lakhs from Rs. 48646.48 lakhs whereas the group networth has increased to Rs. 57876.07 lakhs (Rs. 48925.22 lakhs PY).The EPS has improved to Rs. 56.03 (Rs. 51.79 PY) for standalone and Rs. 62.30 (Rs. 51.41 PY) for the group. DIVIDEND

Your Directors recommend a Dividend of 60%, i.e. Rs. 6 per Equity Share for the year ended March 31,2010 on 1,64,46,420 fully paid up Equity Shares of Rs. 10 each (PY Rs. 3 per share on 1,64,46,420). If the recommended Dividend is approved by the Members at the forthcoming Annual General Meeting, the Dividend including the Dividend Tax will absorb Rs. 1154.49 lakhs (Rs. 577.24 lakhs PY).

TRANSFER TO RESERVES

Your Directors propose to transfer a sum of Rs. 1000 lakhs to General reserves (Rs. 1000 lakhs PY) out of the amount available for appropriations and a sum of Rs. 29999.68 lakhs (Rs. 22939.53 lakhs PY) is carried forward in the profit and loss account for standalone and a sum of Rs. 30931.50 lakhs (Rs. 22925.03 lakhs PY) at the group level.

LISTING

During the financial year the company continued to be listed in both BSE & NSE.

STRATEGIC INVESTMENTS

Your company had announced earlier its intention to make selective investments in leading-edge companies that have the potential to yield substantial business benefits. Your companys philosophy of acquisition is as follows:-l. Acquisition based on Business strategy and not on financial 2. Strategy and based on what acquirer contributes to the acquisition 3.The both entity must have common core of unity, such as markets and marketing and technology or core competency. 4. The acquirer to respect the business product, customers of the acquired company 5. Acquirer must provide top management within a short period of time and 6. Acquisitions must rapidly create visible opportunities for advancement for both people in acquiring business and the people in the business acquired.

We acknowledge that our chosen markets are still in the very early stages, and as a result we need to continue to invest in the organization, in order to meet the challenges the growing markets will bring. This will involve adding to our existing product portfolios as well as evolving our current technology offerings.

ACQUISITIONS

Your company, during the financials 2009-10, has acquired directly M/s. Matrix Primus Partners Inc, USA, M/s. Algorithm Solutions Private Limited, India and acquired M/s. Brainhunters Inc, Canada, through our WOS Zylog Systems (Canada) Ltd. Benefits from such acquisitions, as envisaged, include access to new clients, new geographical areas and new service offerings as well as an increase in per-capita revenue productivity. Further, the ability to leverage your companys Global Delivery Model to improve the margins of the acquired business is an important means for unlocking value from the transaction. Availability of proven methodologies, tools and other intellectual property (IP) would be a key criterion since the IP would be scalable across a large group of people in your company and will help enhance skill levels and productivity.

CORPORATE GOVERNANCE

Your Directors benchmark its corporate governance policies, with the best in the world.Your directors have reiterated your companys philosophy on corporate governance. The increasing diversity of the investing community and the integration of global capital markets make corporate governance a vital issue for investors. A detailed report on Corporate Governance is given as a part of the Annual Report along with Statutory Auditors Certificate on its Compliance. The company is in full compliance with the requirements and disclosures that have to be made in this regard.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, your directors annex herewith a Statement on Management Discussion and Analysis which forms part of the Directors report.

A cautionary note: Certain statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulation. Many factors may affect the actual results, which could be different from what your Directors envisage in terms of future performance and outlook.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Statement showing the particulars ofTechnology Absorption pursuant to Section 217(1) (e) of the Companies Act, 1956,read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are set out in the annexure included in this report. SUBSIDIARIES

Ministry of Corporate Affairs, Government of India has granted approval that the requirements to attach various documents in respect of subsidiary companies, as set out in Section 212(1) of the Companies Act, 1956 shall not apply to your company and accordingly the Balance Sheet, Profit & Loss account and various other documents of the subsidiaries are not attached.

The annual accounts of these subsidiaries will be made available for inspection to the members of the Company/ its subsidiaries upon request at the registered office of the Company.

A brief performance of the subsidiaries is given below:

- VishwaVikas Services Limited

VishwaVikas Services Limited has generated revenue of Rs.254.74 lakhs (PY Rs. 209.25 lakhs) with a net profit of Rs. 20.03 lakhs (PYRs. 144.84 lakhs).

- Zylog Systems (Europe) Limited

Zylog Systems (Europe) Limited has recorded revenue of Rs. 4,115.45 lakhs (PY Rs. 1,720.45 lakhs) with a net profit of Rs. 169.36 lakhs (PY Loss of Rs. 93.26 lakhs).

- Zylog Systems (India) Limited

Zylog Systems (India) Limited has achieved revenue of Rs. 1,163.35 lakhs (PY Rs. 124.98 lakhs) with a net profit of Rs. 39.92 lakhs (PYRs. 8.15 lakhs).

- Zylog Systems Asia Pacific Pte Limited

Zylog Systems Asia Pacific Pte Ltd has generated revenue of Rs. 884.84 lakhs (PY Rs. 248.03 lakhs) with a net profit of Rs. 79.98 lakhs (PYRs. 40.55 lakhs).

- Zylog BV Limited

Zylog BV Ltd has generated revenue of Rs. 4,833.05 lakhs (PY Rs. 2,578.50 lakhs) with a net profit of Rs. 418.74 lakhs (PY loss Rs. 61.89 lakhs).

- Matrix Primus Partners Inc, USA

Matrix Primus Partners Inc, USA has generated maiden revenue of Rs. 810.06 lakhs with net profit of Rs. 93.18 lakhs

- Algorithm Solutions Private Limited

Algorithm Solutions Private Limited has generated maiden revenue of Rs 0.06 lakhs with net loss of Rs 0.04 lakhs.

- Zylog Systems (Canada) Limited

Zylog Systems (Canada) Limited has generated revenue of Rs 10,325.81 lakhs with net profit of Rs 184.44 lakhs.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975, as amended, the detailed notes are annexed in this report.

ADVISORY BOARD

The Advisory board of your Company is headed by Mr. S Rajagopal, who is also an Independent Director of the Company and comprises of eminent persons like Mr. Ratnagar Hegde, former Executive Director of Union Bank of India, and Mr.TValliappan, Director, Oriental Bank of Commerce Ltd. The Advisory board met four times during the current fiscal to review the business

QUALITY INITIATIVES

Quality and best practices define the foundation of a company. Your company is an ISO 9001:2000 qualities certified Company for the seventh year in succession and are being assessed for CMM1 Level 4. Your company continuously leverages cutting edge tools, methodologies and benchmark standards to exceed the expectations of our customers. We, as an IT Solution provider, will continue to strive for excellence in all areas of business, guarantee the quality of its software products at all stages of development and build the highest quality standards. Your Company follows the most widely used paradigms for QA management, PDCA (Plan-Do-Check-Act) approach, also known as the Shewhart cycle. The main goal of QA is to ensure that the product / service fulfills or exceeds customer expectations. An independent audit team, who reports directly to the Managing Director, ensures proper implementation of all the control functions. The audit team conducts regular internal audits, intimates the non-conformities found during such audits, ensures that necessary corrective and preventive actions are taken and furnishes necessary summary reports to the Senior Management.

Your company has developed and implemented control systems for software development, for information security and for managerial functions. Policies, processes and procedures have been developed for each control system and these are placed in the companys network to ensure their availability to all the employees at all times.

FIXED DEPOSITS

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

DIRECTORS

In accordance with Article 99 of the Articles of Association of the Company, Mr. M Gajhanathan, Mr. P Srikanth and Mr. S Rajagopal, retire by rotation and being eligible, offers them for reappointment.

Mr. A PVasantha Kumar was appointed as an additional Director effective 29th of January, 2010. In terms of Section 260 of the Companies Act, 1956 he shall hold office only up to the date of ensuing Annual General meeting of the Company. The Company has received requisite notice in writing from a member proposing his candidature for the office of Director.

Mr.Ajay Mittal, Director has resigned from the Board effective 29th ofjanuary, 2010 and Mr. A.V. Rajwade effective 3rd of August, 2010. The Board placed on record its deep sense of appreciation for the invaluable contribution made by Mr.Ajay Mittal and Mr. AV Rajwade during their tenure as the directors of the Company.

None of the Directors of your company is disqualified under Section 274 (1) (g) of the Companies Act, 1956. As required by law, this fact is reported in the Auditors Report.

GROUP Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "group" are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS RESPONSIBILITY STATEMENT

As required by the provisions of Section 217 (2AA) of the Companies Act, 1956, Directors Responsibility Statement is set out in the annexure included in this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate systems of internal control to ensure protection of assets, proper financial & operating functions and compliance with the policies and procedures applicable to Acts and Rules.The Companys internal controls are supplemented by sound internal audit practices. The Audit committee at their meetings regularly reviews the financial, operating, internal audit & compliance reports to improve the performance. The heads of various monitoring /operating divisions / departments are present for Audit Committee meetings to answer queries raised by Audit Committee.

AUDITORS

The auditors. M/s Brahmayva cV Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and the company has received the requisite certificate pursuant to Section 224(1 B) of the Companies Act, 1956 from them regarding their eligibility for reappointment as Auditors of the company and willingness to accept office, if re-appointed. CONSOLIDATED FINANCIAL STATEMENTS

As directed bv the Central Government under Section 211(3C) of the Companies Act, 1956, and pursuant to the Listing Agreement prescribed bv Securities Exchange Board of India, consolidated financial Statements have been prepared in accordance with the requirements of Accounting Standard 21 on "Consolidated Financial Statements ", issued by the Institute of Chartered Accountants of India. The audited consolidated financial statement duly audited by the Statutory Auditors form part of this Annual Report.

HUMAN RESOURCES

Your companv has retained the appeal to qualified, ambitious and able people who strive towards achieving the objective of the company. Your company has streamlined the objectives for employee attitude and employee skills.Your companys decision step for picking up people is that the person and the assignment fit each other. To improve the utilization of Manpower resources, stringent measures were taken to reduce idle time, to reduce the cost incurred on non-billable technical staff at offsite front. Optimization of talents on the offsite/ onsite front brought higher expectation on offshore. Hence, investments were made to hire senior talents with specific experience on relevant industry verticals. ACKNOWLEDGMENTS

Your directors profusely thank the clients, vendors, investors and bankers for their continued support of your companys growth. Your directors place on record their immense appreciation of the contribution made by every employee at all levels, who, through their commitment, competence, hard work, solidarity, cooperation and support, have enabled the company to achieve this growth.Your directors sincerely thank the Government of India, particularly the Department of Electronics, the Customs and Excise Departments, Software Technology Parks - Chennai. the Ministry of Commerce, the Reserve Bank of India, the Department ofTelecommumcations, the state governments, and other government agencies for their support during the year, and look forward to their continued support in the future.



SUDARSHAN VENKATRAMAN S P SRIHARI

Chairman and CEO Global Chief Financial Officer

 
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