Notes to Accounts of Zylog Systems Ltd.

Mar 31, 2016

1. Packing credits PCFC/PC sanctioned by the banks have been restructured by the banks and converted them into working capital term loans. The unpaid interest accumulated till the date of restructuring were also converted into FITL. These loans are payable in equated monthly installments, but due to the financial difficulties, the company could not even the pay EMI amounts as per the restructuring done.

2. The WCTL and cash credit facilities are secured by hypothecation of book debts, other current assets and fixed assets. Further guaranteed by the two promoter directors of the company in their personal capacity. The WCTL/Cash Credit is repayable on demand.

3. Indian Rupee Loan from Banks includes an amount of Rs.950 lakhs towards Bank Guarantee. The loan is repayable in 4 quarterly installments along with interest, from the date of loan, viz 15-Mar-2013. The loan has been guaranteed by the Bank guarantee of Union Bank of India

4. Indian rupee loan from banks includes crystallized Foreign currency loan amount of Rs.7529 lakhs. This loan is secured by hypothecation of book debts, other current assets and fixed assets. Further guaranteed by the two promoter directors of the company in their personal capacity.

5. A new bill discounting loan of Rs.145 lakhs was availed in Mar’13 repayable in 90 days.

6. Indian rupee loan amount of Rs. 1100.00 lakhs is secured by first pari pasu charge on current assets, book debts and movable property and the shares are also pledged. The loan is repayable at the end of 90 days.

7. Indian rupee loan amount of Rs. 2500.00 lakhs is secured by hypothecation of current assets, both present and future on second charge basis. The loan is repayable at the end of 6 months.

8. Unsecured loans availed from individual and financial institutions earlier have been reclassified and brought under short term borrowings.

Zylog Systems (Canada) Limited shares were pledged with ICICI Bank for the loans availed for acquiring the companies in Canada. Due to default in payments and the account became NPA, ICICI Bank has sold the shares and recovered the money. However, the company is pursuing the matter legally. Due to this, the investments made in the company has been charged to P & L Account.

The acquired company Matrix Primus Partners, Inc is into a severe financial crisis. Due to this, the company has lost all its businesses and employees and as on date the company is virtually closed and hence the investment made in the company has been charged to P & L Account considering the present status of affairs of the company.

Investment in Indian subsidiaries have been reviewed by the management. These subsidiaries are not performing well for the past few years. Also the subsidiaries are facing cash flow crises and not able to pay the dues to the lenders, vendors, employees and statutory bodies. considering these the management has decided to revalue the investments made in the subsidiaries and provided diminution @ 95% of the investment.

Pursuant to Accounting Standard 22 ‘Accounting for Taxes on Income’ as prescribed in Companies Accounting Standard Rules, 2006, the Company has recorded the Cumulative Net Deferred Tax Assets as at 31st Mar 2016 of Rs. 35.68 lakhs and Rs. 1,750.66 lakhs has been credited to the profit & Loss account.

9. EARNING PER SHARE (EPS)

In determining earnings per share, the company considers the net profit after tax and includes the post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The components of basic and diluted earnings per share are as follows.

10. DISCLOSURES UDNER “ ACCOUNTING STANDARD (AS)-15 (Revised) -

EMPLOYEE BENEFITS_

11. Reconciliation of opening and closing balances of Defined Benefit obligation** (The computations given hereunder are for the company and two of its wholly owned Indian subsidiaries. The figures do not match with the figures in the financial statements since the amounts have been allocated to the three companies in relation to their liability)

12. Since the company operates in IT Services, there are no other business segments. However around 98% of the revenue accrue in US and consequently there are no other reportable geographical segments.

13. Other Current Asset include unbilled revenue of Rs. 117.96 lakhs (Rs. 6,921.71 lakhs) recognized in relation to efforts incurred on various contracts until the balance sheet date.

14. The company has acquired various businesses during the financial years ended 31st March 2003, 31st March 2006, 31st March 2008, 31st March 2009, 31st March 2013. During the current year ended 31st March 2016, the company has made payment of Rs. Nil towards earn out. The assets acquired in these business comprise various resources such as human resources, client lists and other related benefits and also undertakings by the promoters of the vendors of these businesses not to engage in any business with clients taken over for a specified period of time. The total amount invested in acquiring these businesses is Rs. 11,881.19 Lakhs. The company reviewed the contributions of these acquired entities and considering their usefulness, the unamortized amount of business acquisition Rs. 32.12 cr has been reversed.

15. Amounts due to Small Scale Industries under Current Liabilities is based on the information available with the company regarding the status of the suppliers as defined under the “Micro, Small and Medium Enterprises Development Act, 2006”. Amounts overdue as on 31st March 2016 to Micro, Small and Medium Enterprises on account of principal and interest is Rs. Nil ( Rs. Nil).

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Mar 31, 2015

1. EARNINGS PER SHARE (EPS)

In determining earnings per share, the company considers the ne t pro fit after tax and includes the post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The components of basic and diluted earnings per share are as follows.

2. DISCLOSURES UNDER " ACCOUNTING STANDARD (AS)-15 (REVISED) – EMPLOYEE BENEFITS

a. Reconciliation of opening and closing balances of Defined Benefit obligation

** (The computations given hereunder are for the company and two of its wholly owned Indian subsidiaries. The figures do not match with the figures in the financial statements since the amounts have been allocated to the three companies in relation to their liability)

3. Since the company operates in IT Services, there are no other business segments. However around 98% of the revenue accrue in US and consequently there are no other reportable geographical segments.

4. RELATED PARTY DISCLOSURE

As required under Accounting Standard 18 (AS-18), the following are the details of transactions during the year with the related parties.

a) List of related parties and relationships

Name of the related party Relationship

Key Management Personnel

Ramanujam Sesharathnam Managing Director

Zylog Systems (Europe) Limited Subsidiary

Vishwa Vikas Services Limited Subsidiary

Zylog Systems (India) Limited Subsidiary

Zylog Systems Asia Pacific Pte Limited Subsidiary

Zylog BV Limited Subsidiary

Zylog Systems Canada Limited Subsidiary

Matrix Primus Partners Inc Subsidiary

Algorithm Solutions Private Limited Subsidiary

Zylog Systems FZ LLC (Formerly, DucontFZ LLC) Subsidiary of Zylog BV Limited

Zylog Systems Infotech Private Ltd Subsidiary of Zylog Systems FZ LLC

(Formerly, Ducont India Private Limited) (Formerly, Ducont FZ LLC)

Anodas Software Limited Subsidiary of Zylog Systems (Europe) Limited

Zylog AG Switzerland Subsidiary of Zylog Systems (Europe) Limited

Zylog Systems Infotech SDN BHD Subsidiary of Zylog Systems Asia pacific Pte Ltd

Sthithi Insurance Services Pvt Ltd. Enterprise influenced by Key Management personnel

5. Other Current Asset includes unbilled revenue of Rs. 6,921.71 lakhs (Rs. 6,564.20 lakhs) recognized in relation to efforts incurred on various contracts until the balance sheet date.

6. The company has acquired various businesses during the financial years ended 31st March 2003, 31st March 2006, 31st March 2008, 31st March 2009, and 31st March 2013. During the current year ended 31st March 2015, the company has made payment of Rs. Nil towards earn out. The assets acquired in these business comprise various resources such as human resources, client lists and other related benefits and also undertakings by the promoters of the vendors of these businesses not to engage in any business with clients taken over for a specified period of time. The total amount invested in acquiring these businesses is Rs. 11,881.19 Lakhs (Rs. 11,881.19 Lakhs). The company has adopted the policy of amortizing this amount over a period of 5 years. Accordingly, the company has amortized a sum of Rs. 1,133.83 Lakhs in the year under review (previous year Rs. 1,729.22 Lakhs).

7. Amounts due to Small Scale Industries under Current Liabilities is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". Amounts overdue as on 31st March 2015 to Micro, Small and Medium Enterprises on account of principal and interest is Rs. Nil (Nil).

Foreign currency exposures have not been hedged by a derivative instrument or otherwise. According to the management almost 80% of the revenue is naturally hedged as it pays out salaries and incurs expenditures in the same foreign currency. No dividend has been remitted in foreign currency during the current year and previous year.

**Demand raised by the Income Tax department against the company b y disallowing certain deductions/benefits/ claims made by the company. In the opinion of the Company most of these demands are not maintainable and accordingly appeals have been preferred

8. Under the provisions of Companies Act 205 A, the payment of dividend declared in the previous AGM dt 25th Sep 2012 of Rs 16.44 Cr. Out of which Rs.2.35 Cr. alone paid till 31st March 2015 and till date. The dividend distribution tax of Rs 2.67 Cr. of the said dividend also not been paid till 31st March 2015 and till date.

9. Receivables, Payables, Long term loans & Short term loans and Balances in banks are subject to confirmation.

10. Previous years' figures are shown in parenthesis and have been regrouped, recast wherever necessary to conform to the current year's classification.

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Mar 31, 2014

1.1 EARNINGS PER SHARE (EPS)

In determining earnings, per share, the company considers the net profit after tax and includes the post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share''comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The components of basic and diluted earnings per share are as follows.

1.2 Other Current Asset include unbilled revenue of Rs. 6,564.20 lakhs (Rs. 13,616.32 lakhs) recognized in relation to efforts incurred on various contracts until trie balance sheet date.

1.3 The company has acquired various businesses during the financial years ended 31st March 2003, 31st March 2006, 31st March 2008, 31st March 2009, 31st March 2013. During the current year ended 31st March 2014, the company has made payment of Rs. 2,565.68 Lakhs towards earnout. The assets acquired in these business comprise various resources such as human resources, client lists and other related benefits and also undertakings by the promoters of the vendors of these businesses not to engage in any business with clients taken over for a specified period of time. The total amount invested in acquiring these businesses is Rs. 11,881.19 Lakhs (Rs. 9,315.50 Lakhs). The company has adopted the policy of amortizing this amount over a period of 5 years. Accordingly, the company has amortized a sum of Rs. 1,729.22 Lakhs in the year under review (previous year Rs. 920.84 Lakhs).

1.4 Amounts due to Small Scale Industries under Current Liabilities is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". Amounts overdue as on 31st March 2014 to Micro, Small and Medium Enterprises on account of principal and interest is Rs. Nil (Rs. Nil).

1.5 Contingent Liabilities and Commitments Rs in lacks 2014 2013

(i) Contingent Liability not provided for:

a) Bank Guarantee/Bond executed by the Company 50.00 1,000.00

b) Letter of credits opened by bankers

c) Appeals filed in respect of disputed demands

-Income Tax** 16,450.53 9,208.22

-Sales Tax 19.34 19.34

- Service Tax 64.98 64.98

-VAT 25.42 25.42

d)Corporate guarantee given to:

SBI Frankfurt on behalf of Zylog BV 2,400.00 2,400.00

ICICI Bank Canada on behalf of Zylog Canada 14,000.00 14,000.00

ANDHRA Bank on behalf of ZSIL 7,500.00 7,500.00

**Dernand raised by the Income Tax department against the company by disallowing certain deductions/benefits/ claims made by the company. In the opinion of the Company most of these demands are not maintainable and accordingly appeals have been preferred

Foreign currency exposures have not been hedged by a derivative instrument or otherwise. According to the management almost 80% of the revenue is naturally hedged as it pays out salaries and incurs expenditures in the same foreign currency. No dividend has been remitted in foreign currency during the current year and previous year.

Under the provisions of Companies Act 205 A, the payment of dividend declared in the last AGM dt 25th''Sep 2.37 2012 of Rs 16.44 Cr. Out of which Rs.2.36 Cr. alone paid till 31st March 2014 and till date. The dividend distribution tax of Rs 2.67 Cr. of the said dividend also not been paid till 31 St March 2014 and till date.

1.6 Receivables, Payables, Long term loans & Short term loans and Balances in banks are subject to confirmation.

Previous years'' figures are shown in parenthesis and have been regrouped, recast wherever necessary to conform to the current year''s classification.

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Mar 31, 2013

01.Leases Finance lease: Company as lessee

a) Net carrying amount of assets taken on financial lease as on 31st March 2013 Rs. 591.47 lakhs (PY Rs. 985.79 lakhs)

b) Out of the total lease payments of Rs. 2,172.12 lakhs (PY Rs.1,005.71 lakhs), Finance charges amounts to Rs. 260.01 lakhs (PY Rs. 132.73 lakhs) and the reduction in principal amounts to Rs.1,912.11 lakhs (PY Rs.872.97 lakhs).

2.Other Current Asset include unbilled revenue of Rs. 13,616.32 lakhs (Rs. 12,452.51 lakhs) recognized in relation to efforts incurred on various contracts until the balance sheet date.

3.The company has acquired various businesses during the financial years ended 31st March 2003, 31st March 2006, 31st March 2008, 31st March 2009. During the current year ended 31st March 2013, the company has made payment of Rs. 3,103.45 Lakhs towards earn out. The assets acquired in these business comprise various resources such as human resources, client lists and other related benefits and also undertakings by the promoters of the vendors of these businesses not to engage in any business with clients taken over for a specified period of time. The total amount invested in acquiring these businesses is Rs. 9,315.50 Lakhs (Rs. 6121.05 Lakhs). The company has adopted the policy of amortizing this amount over a period of 5 years. Accordingly, the company has amortized a sum of Rs. 920.84 Lakhs in the year under review (previous year Rs. 795.67 Lakhs).

4.Amounts due to Small Scale Industries under Current Liabilities is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". Amounts overdue as on 31st March 2013 to Micro, Small and Medium Enterprises on account of principal and interest is Rs. Nil ( Rs. Nil).

5. Under the provisions of Companies Act 205 A, the payment of dividend declared in the last AGM dt 25th Sep 2012 of Rs 16.44 Cr. Out of which Rs.2.24 Cr. alone paid till 31st March 2013 and till date. The dividend distribution tax of Rs 2.67 Cr. of the said dividend also not been paid till 31 St March 2013 and till date.

6. Receivables, Payables, Long term loans & Short term loans and Balances in banks are subject to confirmation.

7. Previous years'' figures are shown in parenthesis and have been regrouped, recast wherever necessary to conform to the current year''s classification.

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Mar 31, 2012

1.1 DISCLOSURES UNDER" ACCOUNTING STANDARD (AS)-15 (REVISED) – EMPLOYEE BENEFITS

a. Reconciliation of opening and closing balances of Defined Benefit obligation

(The computations given hereunder are for the company and two of its wholly owned Indian subsidiaries.The figures do not match with the figures in the financial statements since the amounts have been allocated to the three companies in relation to their liability)

1.2 Leases

Finance lease: Company as lessee

a) Net carrying amount of assets taken on financial lease as on 31/03/2012 Rs. 116.88 lakhs ( PY Rs. 139.52 lakhs)

b) Out of the total lease payments of Rs. 1,005.71 lakhs (PY Rs. 866.84 lakhs), Finance charges amounts to Rs.132.73 lakhs (PY Rs. 178.88 lakhs) and the reduction in principal amounts to Rs. 872.97 lakhs (PY Rs. 687.96 lakhs).

1.3 Loans and Advances include unbilled revenue of Rs. 12,452.51 lakhs ( Rs. 8,157.32 lakhs) recognized in relation to efforts incurred on various contracts until the balance sheet date.

1.4 The company has acquired various businesses during the financial years ended 31st March 2003, 31st March 2006, 31st March 2008, and 31st March 2009.The assets acquired in these business comprise various resources such as human resources, client lists and other related benefits and also undertakings by the promoters of the vendors of these businesses not to engage in any business with clients taken over for a specified period of time.The total amount invested in acquiring these businesses is Rs. 6,212.05 lakhs.The company has adopted the policy of amortizing this amount over a period of 5 years.Accordingly, the company has amortized a sum of Rs. 795.67 lakhs in the year under review (previous year Rs. 934.32 lakhs).

1.5 Amounts due to Small Scale Industries under Current Liabilities is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". Amounts overdue as on 31st March 2012 to Micro,Small and Medium Enterprises on account of principal and interest is Rs.. Nil ( Rs.. Nil).

1.6 Contigent Liabilities and Commitments

Amount in Rs.

2012 2011

(i) Contingent Liability not provided for :

a) Bank Guarantee/Bond executed by the Company 4,90,00,000 1,77,00,000

b) Letter of credits opened by bankers

c) Appeals filed in respect of disputed demands Income Tax** 52,08,18,326 13,82,26,256

Sales Tax 19,34,000 19,34,000

Service Tax 90,40,417 90,40,417

d) Corporate gurantee given to:

SBI Frankfurt on behalf of Zylog BV 24,00,00,000 24,00,00,000

ICICI Bank Candaon behalf of Zylog Canada 140,00,00,000 140,00,00,000

ANDHRA Bank on behalf of ZSIL 75,00,00,000 75,00,00,000

**Demand raised by the Income Tax department against the company by disallowing certain deductions/benefits/ claims made by the company. In the opinion of the Company most of these demands are not maintainable and accordingly appeals have been preferred

Foreign currency exposures have not been hedged by a derivative instrument or otherwise.According to the management almost 80% of the revenue is naturally hedged as it pays out salaries and incurs expenditures in the same foreign currency.

No dividend has been remitted in foreign currency during the current year and previous year.

1.7 Previous years Rs. figures are shown in parenthesis and have been regrouped, recast wherever necessary to conform to the current year's classification.

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Mar 31, 2011

1. Estimated amount of contract remaining to be executed on capital account and not provided for Rs. Nil ( Rs. Nil).

2. Contingent liabilities

(a) The company has given a corporate guarantee to SBI, Frankfurt, on behalf of Zylog BV Limited to the extent ofRs. 24 crores.

(b) The company has given a corporate guarantee to ICICI Bank, Canada on behalf of Zylog Systems (Canada) Limited to the extent of Rs.140 crores.

(c) The company has given a corporate guarantee to ANDHRA Bank on behalf of Zylog Systems (India) Limited to the extent ofRs. 75 Crores.

(d) The assessments of the company for income tax have resulted in demands being raised on the company against which the company is in appeals at different appellate authorities. The disputed amount of income tax for various assessment years is Rs. 14.17 crores (Rs. 14.27 crores) together with unspecified amount of interest etc. Assessments are pending from the assessment year 2009-10 onwards.

(e) Please refer note No:3 for the guaranteed amount ofRs. 19,14,33,675/-

3. The company acquired the business of Brainhunter Inc. and its wholly owned subsidiaries located in Canada in the year 2009-10 through its Canadian subsidiary Zylog Systems (Canada) Ltd. by a Court approved Companies' Creditors Arrangement Act.

The consideration for acquisition includes a scheme satisfying the note holders who were owed sums aggregating to Canadian $ 10,249,262 by Zylog Systems (Canada) Ltd. issuing notes (The Affiliate Notes) which would eventually be taken over by Zylog Systems Ltd. by an issue of notes (Zylog Notes) replacing the Affiliate Notes. Accordingly, Zylog Systems Ltd. undertook to take over the satisfaction of the liability by granting the note holders an option for being allotted shares in Zylog Systems Ltd. at a price of 991 subject to the approval of the shareholders and regulatory authorities on the "Due Date" which would fall after the end of the accounting year 2009-10.This would increase the equity capital of the company by 4,56,049 equity shares. If the notes were not converted into shares, Zylog Systems Ltd. will redeem the notes at 40% of the principle amount of Canadian $ 10,249,262.

As on 31st March 2010, Zylog Systems Ltd. had guaranteed the note holders the full payment required under the terms of the Affiliate Notes whereby a put option had been given to the note holders for settlement in cash of Canadian $ 10,249,262 at 40% of the amount.

As of 31st March 2011 while the position had remained unchanged, subsequent to the end of the year, the note holders have opted to be paid in cash 40% of amount viz. Canadian $ 4,099,705 equivalent to Rs. 19,14,33,675/- .

10. Since the company operates in IT Services, there are no other business segments. However around 98% of the revenue accrue in US and consequently there are no other reportable geographical segments.

4. Leases:

1. Asset acquired under financial lease during the period:

a) Net carrying amount of assets taken on financial lease as on 31/03/2011 Rs.14,80,15,094/-(PY Rs.16,09,45,097/-).

b) Out of the total lease payments ofRs. 8,66,84,411/- (PY Rs. 3,45,54,274/-), lease charges amounts to Rs.1,78,88,554/- (PY Rs. 88,74,257/-) and the reduction in principal amounts to Rs. 6,87,95,857/- (PY Rs. 2,56,80,017/-).

5. The company has acquired various businesses during the financial years ended 31st March 2003, 31st March 2006,31st March 2008, and 31st March 2009.The assets acquired in these business comprise various resources such as human resources, client lists and other related benefits and also undertakings by the promoters of the vendors of these businesses not to engage in any business with clients taken over for a specified period of time.

The total amount invested in acquiring these businesses is Rs.621,204,848.The company has adopted the policy of amortizing this amount over a period of 5 years. Accordingly, the company has amortized a sum of Rs.9,34,32,185/- in the year under review (previous year Rs.107, 297,170).

6. The company is engaged in the business of software development & services, maintenance and consultancy. The production and sale of such software cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sales and certain information as required under paragraphs 3,4C and 4D of part II of schedule VI to the Companies Act, 1956.

7. Income tax is provided after taking into account deductions available under Chapter III of the Income Tax Act, 1961, the Minimum Alternate Tax as prescribed by section 115JB of the Income Tax Act, 1961 and the foreign taxes paid which are available for set off under the relevant Double Taxation Avoidance Agreements.

8. Loans and Advances include unbilled revenue ofRs. 8157.32 lakhs (Rs. 6792.80 lakhs) recognized in relation to efforts incurred on various contracts until the balance sheet date.

9. Amounts due to Small Scale Industries under Current Liabilities is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". Amounts overdue as on 31st March 2011 to Micro, Small and Medium Enterprises on account of principal and interest is Rs. Nil ( Rs. Nil).

10. Figures have been rounded off to the nearest rupee. Previous years' figures are shown in parenthesis and have been regrouped, recast wherever necessary to conform to the current year's classification.

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Mar 31, 2010

NOt available