P Sriram & Associates

rsuant ction L08 of the Comnanies Act. 2013 and Rule 20[xii

co tusoLlperno RrpoRt o p tHE scRuttrutzrRPractisi n g compa nv secretaries

Companies (Ulanagement and Administration) Rules. 2014)

To,

The Chairman of 21st Annual General Meeting of

ZYLOG SYSTEMS LIMITED

Having Registered Office at:

1.55, THIRUVALLUVAR SALAI, KUMARAN NAGAR, SHOLINGANALTUR CHENNAI-

6001L9

TWENTY FIRST ANNUAL GENERAL MEETING OF THE EQUITY SHAREHOLDERS OF

ZYLIG SYsTEMS LIMITED HELD ON THURSDAY 17TH NOVEMBER, 2OL6 AT 11:OO

A.M AT NARADA GANA SABHA (MINI HALL), NO. 314 (OLD NO.254), T.T.K. ROAD,t

CHENNAI 5OOO1B.

, Proprietor of P.Sriram & Associates, Practicil-rg Company Secretaries,

nted as Scrutinizer by the Board of Directors of ZYLOG SYSTEMSI

CIN: L30006TN1995PLC031651 1"the Company"J for the purpose of

g the voting by electronic means i.e. remote e-voting and voting by poll

rpany's Annual General Meeting (AGM) held on l-7th November, 2Ot6 at

mentioned above pursuant to Section 108 of the Companies Act, 2013

'ead with Rule 20 of the Companies [Management and Administration)

.4 as amended ['Rules') and the Regulation +! of the SEBI [Listing

; and Disclosure Requirements) Regulations 2015, in respect of

s contained in the Notice dated October 20, 201,6 of the AGM held on

)Y1,7 ,20L6. (

I, P.Sriram,

was appoil

LIMITED, (

s crut rnlzi nt

at the Com

the venue

[the ActJ r

Rules, ZAL,

obligations

resolutions

November

Initial of the ChairmanSriram ParthasarathyScrutinizer

No.1Al17, Anandam Co I Bank Road, Mandaveli, Chennai - 000 028.

s))r/#/

Phone :044-4215 3510, 4512 8000, 5660 33011 E-mail : info@prowiscorporate.com

The management of the Company is responsible to ensure_the compliance with the

requirements of the Act and Rules relating to voting through electronic lneans [i.e.by remote e-voting and voting by poll at the AGM for the resolutions contained inthe Notice of the AGM. My responsibility as a scrutinizer is restricted to ensure thatthe voting process through remote e-voting and poll at the A{M is conducted in a fairand transparent manner and to make a Consolidated Scrutinizer Report of the votes

cast'For' or 'Against' the resolutions contained in the Notice.

Report on scrutiny:

1'. The Company has entered into an arrangement with Central Depository Services

flndia) Limited (CDSL] the Agency authorized under the Rules and engaged by the

Company to provide e-voting facilities for voting through electronic means to all the

members who were eligible to take part in the remote e-voting.

2' The cut-off date for the purposes of identifying the shareholders who will be

entitled to vote on the resolution placed for approval of tlie shareholders was Lgrh

November,20L6.

3. As prescribed in the Rules, remote e-voting facility was kept open for three days

from Monday,l'4th November,20L6 (9:00 am IST) till Wednesday, i"6th November

20L6 [5:00 pm IST) preceding the date of the AGM.

4. As on the cut-off date i.e. 1Oth November,20L6, there were 32,006 Shareholders.

5. At the end of remote e-voting period on 16th November,20'1.6 at 5:00 pM IST, votingportal of Central Depository Services 0ndial Limited (CDSL) was blocked forthwith.

Initial ofh,the

Sriram ParthasarathyScrutinizer Chairman

ffi{s

6. After the poll ordered by the Chairman at the AGM, one poll box kept for polling

was locked in my presence with due identification marks placed by me. The key of

the poll box was handed over to the Chairman of the AGM after locking them.

T. After completion of the poll at the AGM, the poll box kept for voting was

immediately opened by me in presence of two witnesses who were not the

employees of the CompanY.

B. The Shareholders present in person or through proxy/Authorised Representatives at

the AGM were 60.

g. On Thursd ay, 17th November , 201,6 at L2:28 PM after counting votes cast at the AGM,

the votes cast through remote e-voting were unblocked by me in the presence of -

Ms. Nithya Pasupathy & Mr. M'Oberoi Jangit

10.The voting ballot papers for the Poll conducted at the AGM and remote e-voting

records were reconciled with the reqords maintained by Central Depository Services

flndia] Limited (CDSLJ, the Registrar and Share Transfer Agents (RTA) of th9

Company along with the authorizations/ proxies lodged with the RTA/Company.

The voters were also scrutinized for the purpose of eliminating duplicate voting (i.e)

on remote e-voting as well as by use of Poll.

11.The poll papers which were incomplete and/ or which were otherwise found

defective have been treated as invalid and kept separately

12. The total votes cast in favour or against all the resolutions proposed in the Notice of

the AGM are as under :

Sriram ParthasarathYScrutinizer Initial of the Chairman

ffiM

Voted against the

resolution

Votes invalid

Through I fnrough

voting bY I remote

poll I e-voting

Voting Voted in favour of the

resolution

Throughvoting bY

poll

Throughremotee-voting

Throughvoting bY

poll

Throughremotee-voting

0Number ofMembersvoted (inperson or

by proxy)

21 1B 0

0

2

327 AA 0 0Number ofVotes Cast

byMembers

464282 72457 0

2.67 6 0o/o oftotalnumberof validvotes cast

38.oo I se.32 0

'r ^r. rrnrrNc rlrE IC MEANS i'e"

^ nrI n^r r rc AC III\lllku.REMOTE E. VOTING AND VOTING BY POLL IS AS UNDER:

ToRECEIVE,CONSIDERANDA.DOPTTHEAUDITEDSTANDALoNEANDCONS0LIDATED

FINANCTAT STATEMENTS FOR YEAR ENDED MARCH 3L'ZOL6 TOGETHER WITH THE REPORTS

OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON'

CoNSoLIDATED RESULT oN V0TING ITEM NO: 1

Percentage of Votes in Favour - 97.323L

Perc ofWtes against - 2.67 69

Initial of the ChairmanScrutinizer

asarathY

ITEM NO.2: AS AN ORDINARY RESOLUTION

TO APPOINT MR. T. R, SARATHY, CHARTERED ACCOUNTANT, CHENNAI TO FILL THE

cAsuAL VACANCY CAUSED DUE TO RESIGNATION OF M/S RAMADOSS & CO"

CHARTERED ACCOUNTANTS, CHENNAI

CONSOLIDATED RESULT ON VOTING ITEM NO:2

Percentage of Votes in Favour - 97.6855

Percentage of Votes against - 2.3L45

)rof the

Voting Voted in favour of the

resolutionVoted against theresolution

Votes invalid

Throughvoting bypoll

Throughremotee-voting

Throughvoting bypoll

Throughremotee-voting

Throughvoting bypoll

Throughremotee-voting

Number ofMembersvoted [inperson orby proxy)

20 1B 1 2 0

Number ofVotes Cast

byMembers

464281 915 869 1 327 00 0 0

o/o of totalnumberof validvotes cast

32.86 64.82 0 2.31,45 0

Sriram P5rthasarathyScrutinizer Initial Chairman

a

13.It is to be noted that

a. The shareholders abstained from voting on specific resolutions under remote

e-voting were not considered.

o. Shareholders whose signature is not matched, improperly voted, abstained from

voting resolutions are considered as invalid ones'

c. The Shareholders who had exercised their right to vote by way of remote e-

voting and has once again voted in the AGM, the voting cast by him/ her by way

of remote e-voting has be considered.

14. Based on the voting reported in the above table all resolutions are passed with

requisite maiority, We request the Chairman of the AGM to announce the results

accordingly.

15. A Compact Disc (CDJ containing a list of equity shareholders who voted "FOR",

"AGAINST" and those whose votes were declared invalid for each resolution is enclosed

herewith.

Sriram ParthasarathyScrutinizer Chairman

16. The electronic data and all other relevant records relating to the e-voting is

under my safe custody and will be handed over to the Company for preserving

safely after the Chairman considers, approves and signs the minutes of the AGM.

Thanking You,

SIGNATURE OF THE SCRUTINIZER: (sriram Parthasarathy)P. Sriram & AssociatesFCS No.4862/C P No: 33L0

lrr*i*,@SIGNATURE OF THE CHAIRMAN OF THE MEETING:

Date : 17th Novemb er, 20 16

Place: Chennai

Srirdm ParthasarathyScrutinizer Initial of the Chairman