REPORTING ATE UGUST Zylog Systems Ltd · Chennai – 600 119, Tamil Nasdu Company Website: Revenue and Profit Performance The revenue of the ompany increased from ₹30.58 crores

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STAKEHOLDERS EMPOWERMENT SERVICES

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

ZYLOG SYSTEMS LTD www.zsl.com

Zylog Systems Ltd NSE Code - ZYLOG TABLE 1 - MARKET DATA (STANDALONE) (AS ON 10TH AUGUST, 2017)

Sector - IT - Software NSE Market Price (`) 3.20 NSE Market Cap. (₹ Cr.) 19.18

Face Value (`) 5.00 Equity (` Cr.) 29.50

Business Group – N.A. 52 week High/Low (₹) 6.75/2.75 Net worth (₹ Cr.)* -853.56

Year of Incorporation - 1995 TTM P/E (TTM) N.A. Traded Volume (Shares) 22,288

TTM P/BV N.A. Traded Volume (lacs) 0.71

Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. – Not Applicable, * As on 30th September 2016

# 155, Thiruvalluvar Salai, COMPANY BACKGROUND

Kumaran Nagar Sholinganallur, Zylog System Ltd is a global product development company, offering a portfolio of

software life cycle solutions. The company delivers high quality, reliable and cost-effective

offshore product development services to the customers across the globe. Their service

offerings span Business and Technology consulting, IT Outsourcing Services, Application

services, Replacement Technology Services, Mobile Computing Services, Enterprise 2.0

Computing Services, DW/BI Solutions, Managed Services, Virtualization Services, MS

Dynamics Services, QA & Testing Services.

The company provides complete Product Lifecycle Management services, ranging from

new product development and product advancement to product migration, re-

engineering, sustenance and support. They have global partnerships with some of

Fortune 500 companies, including leading ISV and Technology companies. The company

has eight subsidiaries, namely Vishwa Vikas Services Limited, Zylog Systems (Europe)

Limited, Zylog System (India) Limited, Zylog Systems Asia Pacific Pte Limited, Zylog BV

Limited,Matrix Primus Partners Inc, USA, Algorithm Solutions Private Limited, Zylog

Systems (Canada) Limited.

Chennai – 600 119, Tamil Nasdu

Company Website:

www.zsl.com

Revenue and Profit Performance

The revenue of the Company increased from ₹30.58

crores to ₹42.12 crores from quarter ending Sep’15 to

quarter ending Sep’16. The Company made a profit of

₹4.8 crores in quarter ending Sep’16 vis-a-vis making a

profit of ₹35.42 crores in quarter ending Sep’15.

Source- Money Control

Performance vis-à-vis Market

Source-Capitaline/NSE

TABLE 2- Returns

1-m 3-m 6-m 12-m

Zylog Systems Ltd -8.57% -56.25% -35.35% 4.92%

Nifty -0.72% 3.00% 12.56% 13.63%

NIFTY IT 2.12% 2.11% 2.25% -3.01%

-

0.50

1.00

1.50

2.00

2.50

Aug16

Sep16

Oct16

Nov16

Dec16

Jan17

Feb17

Mar17

Apr17

May17

Jun17

Jul 17

Zylog Systems Ltd NIFTY NIFTY IT

42.12 35.98 30.58

4.8

-100.05

35.42

-150

-100

-50

0

50

Sep'16 Mar'16 Sep'15

Quarterly revenue and Profit (₹ CRORE)

Revenue Profit

http://www.zsl.com/

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TABLE 3 - FINANCIALS

(₹ Cr.) Sep’16 Mar’16 Sep’15 % Change

Sep ’16 vs Mar’16 Mar’16 vs Sep’15

Net Worth -853.56 -854.42 -729.13 N.A. N.A.

Current Assets 55.37 51.40 134.91 7.72% -61.90%

Non-Current Assets 64.17 67.17 126.02 -4.46% -46.70%

Total Assets 119.54 118.57 260.93 0.82% -54.56%

Investments 19.25 19.25 70.57 0.00% -72.72%

Finance Cost 0.06 0.21 0.04 -71.43% 425.00%

Long Term Liabilities 31.20 30.60 5.33 1.95% 474.41%

Current Liabilities 941.91 942.39 984.73 -0.05% -4.30%

Turnover 42.12 35.98 30.58 17.07% 17.66%

Profit After Tax (PAT) 4.80 -100.05 35.42 N.A. -382.47%

EPS (₹) 0.81 -16.96 6.00 N.A. -382.67%

Source - Money Control/Stock exchange filing

AUDIT QUALIFICATIONS

Audit Qualifications in last 3 years: The Auditors have not given any qualified opinion in their Report. However, they have

drawn attention to the following matters in Annual report for FY 2013-14;

1) non-compliance of Section 205 A of the companies Act, 2013 in respect of unpaid dividend for the financial year 2011-12 of ₹

14.09 crores. (including promoters share) has not been deposited in any scheduled bank as mentioned in para 2.37 of Notes on

accounts.

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

notes Para 2).

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

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

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

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

A substantial loss of ₹ 200 Crores due to appreciation of US Dollar Vs the Indian rupee created shrinkage in working capital limits

as the Loans were in dollar denomination but limit was set in INR. Further the company couldn’t tie up additional sanctioned

working capital limit in the subsequent year creating a deficit of additional ₹ 130 crores. This happened during the period when

Zylog was in parallel investing in expansion plans across different regions most of which were highly capital intensive in nature,

but had the capability to provide solid& consistent returns after couple of years. Naturally the holding capacity of the company

got deteriorated due to the losses suffered during the period & hence it had to abandon some plans mid-way which created

further losses.

This mismatch in cash flow resulted in slippage in pay roll processing, vendor payment & payments related to statutory dues l ike

Dividend, TDS etc. The management is taking several measures on the operational front, lots of optimization/consolidation

measures was put across all projects across the globe to manage and improve the cash flow, the results of which will naturally

take some time to fructify but the management is confident of steering the company back on track in another few quarters.

The Company shall take necessary initiative to file Form-2 for the allotment of shares during the year to the tune of ₹ 131.36

crores in respect of GDR issue.

The Board of Directors of the Company wish to state that the Company has duly obtained all the necessary approvals for issuance

of GDR and has all sufficient evidences towards the utilization of funds. The Company shall take all necessary initiatives to

produce all the evidences to the satisfaction of the Auditors.

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

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shall make necessary arrangements to produce the copy of the minutes for the verification of the Auditors.

Response Comment

Frequency of Qualifications Not Applicable

Have the auditors made any adverse remark in last 3 years? No

Are the material accounts audited by the Principal Auditors? Yes -

Do the financial statements include material unaudited financial statements? No -

Source-Annual Report

TABLE 4: BOARD PROFILE (AS PER ANNUAL REPORT 2015-16)

Regulatory Norms Company

% of Independent Directors on the Board 50% 100%

% of Promoter Directors on the Board - 0%

Number of Women Directors on the Board At least 1 0

Classification of Chairman of the Board - Not Disclosed

Is the post of Chairman and MD/CEO held by the same person? - No

Average attendance of Directors in the Board meetings (%) - 56.41%

Mr. Ramanujam Sesharathnam Managing Director was ousted by shareholder on 14th November, 2015

Mr. S. Vimalesh Kumar, Mr. M Gajhanathan and Mr. K S Subramanian Independent Director, resigned from the board w.e.f 12th August 2016

and 30th June 2016 respectively.

The Hon’ble Justice Mr. S. Rajeswaran, Retd Judge of Madras High Court, had been appointed as an Administrator of the Company on 24th

November, 2015 till 31st of March 2016 by the Order of the Hon’ble High court, Madras.

Composition of Board: As per Regulation 17(1)(b) of the Listing Regulations, 2015, the Company should have at least 50%

Independent Directors as the Company does not have a regular Chairman on the Board. The Company as on 31st March, 2016

has 100% of Independent Directors and hence, it meets the regulatory requirements.

Board Diversity: The Company does not have any woman Director on the Board. The Company is non-compliant as per Clause

17 of the Listing Regulations, 2015 regarding the requirement of at least one woman director.

TABLE 5 - FINANCIAL RATIOS

Ratios Sep’16 Mar’16 Sep’15

% Change

Sep ’16 vs

Mar’16

Mar’16 vs

Sep’15

Turn

ove

r

Rat

ios

Inventory Turnover 145.54 124.33 N.A. 17.07% N.A.

Debtors Turnover 1.21 1.08 0.64 11.48% 70.03%

Fixed asset Turnover 0.66 0.54 0.24 22.54% 120.76%

Current Asset Turnover 0.76 0.70 0.23 8.68% 208.78%

Ret

urn

Rat

ios Operating Profit Margin 11.59% -143.08% -9.16% N.A. N.A.

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

Return on Assets (ROA) 4.02% N.A. 13.57% N.A. N.A.

Return on Equity (ROE) -0.56% N.A. -4.86% N.A. N.A.

Return on Capital Employed (ROCE) -0.58% N.A. -4.89% N.A. N.A.

Liq

uid

ity

Rat

ios

Current Ratio 0.06 0.05 0.14 7.77% -60.18%

Quick Ratio 0.06 0.05 0.14 7.82% -60.41%

Cash Ratio 0.02 0.02 0.09 12.93% -78.47%

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

Solv

ency

Rat

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

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

Trad

ing

Rat

ios

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

Market Cap/ Net Worth N.A. N.A. N.A. N.A. N.A.

Market Cap/PAT 3.38 N.A. 0.59 N.A. N.A.

Market Cap/EBITDA 3.33 N.A. N.A. N.A. N.A.

http://www.zsl.com/

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1441284401427.pdf



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Source - Money Control

TABLE 6 - TRADING VOLUME

Jun’17 Dec’16 Jun’16 % Change

Jun ’17 vs Dec’16 Dec’16 vs Jun’16

Trading Volume (shares) (avg. of 1 qtr) 73,653 1,28,141 36,957 -42.52% 246.73%

Trading Volume (shares) (high in 1 qtr) 2,86,749 8,00,516 1,63,914 -64.18% 388.38%

Trading Volume (shares) (low in 1 qtr) 11,440 2,300 1,200 397.39% 91.67%

Ratio - High/low trading volume 25.07 348.05 136.60 -92.80% 154.80%

Ratio - High/average trading volume 3.89 6.25 4.44 -37.68% 40.85%

Source – Capital Line

TABLE 7 (A): OWNERSHIP & MANAGEMENT RISKS

Jun’17 Dec’16 Jun’16 Comments

Shar

eho

ldin

g (%

)

Promoter shareholding 2.80 2.80 2.80 • No new equity shares were issued during the period from June 16 to June 17.

• There was no change in the promoter shareholding during the said period.

• The shareholding of public institution decreased from 10.88% to 10.50% and that of public others increased from 86.32% to 86.70% during the same period.

• The promoters have pledged 81.88% of their shareholding.

Public - Institutional

shareholding 10.50 10.88 10.88

Public - Others

shareholding 86.70 86.32 86.32

Non-Promoter Non-Public

Shareholding 0.00 0.00 0.00

Source – NSE

MAJOR SHAREHOLDERS (AS ON 30TH JUNE, 2017)

S. No. Promoters Shareholding S. No. Public Shareholders Shareholding

1 Sthithi Insurance Services Pvt Ltd 1.42% 1 Sparrow Asia Diversified Opportunities Fund 3.58%

2 Leman Diversified Fund 2.54%

3 Life Insurance Corporation of India 2.53%

4 General Insurance Corporation of India 1.59%

5 MRKR Constructions Private Limited 1.27%

Source – NSE

TABLE 7 (B): OWNERSHIP & MANAGEMENT RISKS

Market Activity of Promoters The promoters have not sold/bought any shares in last year.

Preferential issue to promoters No preferential issue of shares was made to the promoters in last year.

Preferential issue to others No preferential issue of shares was made to other shareholders during last year.

GDRs issued by the Company The Company did not issue any GDRs during last one year

Issue of ESOPs/Issue of shares other than

Preferential allotment

The Company does not have any ESOP Scheme.

Source- NSE/ Annual Report 2015-16

TABLE 8: PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description of main products / services % to Total turnover of the Company

1 Computer programming and consulting 100%

Source - Annual Report 2015-16

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Glossary

Equity: The equity shares capital of the Company

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

Turnover: The revenue earned from the operations of the Company

EPS: Earning Per Share is net profit earned by the Company per share

𝐸𝑃𝑆 =Profit After Tax

Number of outstanding shares

P/E ratio: It is the ratio of the Company’s share price to earnings per share of the Company

𝑃/𝐸 𝑟𝑎𝑡𝑖𝑜 =Price of each share

Earnings per share

Current Assets: Cash and other assets that are expected to be converted to cash in one year

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

buildings, and equipment

Total Assets: Current Assets + Fixed Assets

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

the future.

Finance Cost: The Financing Cost (FC), also known as the Cost of Finances (COF), is the cost and interest and other charges

incurred during the year in relation to borrowed money.

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

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

Inventory Turnover ratio: Inventory Turnover is a ratio showing how many times a company's inventory is sold and replaced

over a period.

𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Inventory

Debtors Turnover: Accounts receivable turnover is an efficiency ratio or activity ratio that measures how many times a business

can turn its accounts receivable into cash during a period

𝐷𝑒𝑏𝑡𝑜𝑟𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Accounts recievables

Fixed Asset Turnover: The fixed-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐹𝑖𝑥𝑒𝑑 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Fixed Assets

Current Asset Turnover: The current-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Current Assets

Operating Profit Margin: Operating margin is a measurement of what proportion of a Company’s revenue is left over after

paying for variable costs of production such as wages, raw materials etc. It can be calculated by dividing a Company’s operating

income (also known as “operating profit”) during a given period by its sales during the same period.

𝑂𝑝𝑒𝑟𝑎𝑡𝑖𝑛𝑔 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Operating profit

Sales Turnover

Net Profit Margin: Net profit margin is the percentage of revenue left after all expenses have been deducted from sales

𝑁𝑒𝑡 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Net profit

Sales Turnover

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Return on Assets: ROA tells you what earnings were generated from invested capital (assets)

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐴𝑠𝑠𝑒𝑡𝑠 =Net profit

Total Assets

Return on equity/net worth: return on equity (ROE) is the amount of net income returned as a percentage of shareholders’

equity.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐸𝑞𝑢𝑖𝑡𝑦 =Net profit

Net worth

Return on Capital Employed: Return on capital employed (ROCE) is a financial ratio that measures a company's profitability

and the efficiency with which its capital is employed.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝐸𝑚𝑝𝑙𝑜𝑦𝑒𝑑 =Net profit

Total Debt + Equity share capital

Current ratio: The current ratio is a financial ratio that measures whether or not a firm has enough resources to pay its debts

over the next 12 months. It compares a firm's current assets to its current liabilities.

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑟𝑎𝑡𝑖𝑜 =Current Assets

Current Liabilities

Quick ratio: The quick ratio is a measure of how well a Company can meet its short term financial liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories

Current Liabilities

Cash ratio: The ratio of the liquid assets of a Company to its current liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories − Account Recievables

Current Liabilities

Working Capital Turnover ratio: The working capital turnover ratio is also referred to as net sales to working capital. It indicates

a Company's effectiveness in using its working capital.

𝑊𝑜𝑟𝑘𝑖𝑛𝑔 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Current Assets − Current Liabilities

Debt to Equity ratio: The debt-to-equity ratio (D/E) is a financial ratio indicating the relative proportion of

shareholders' equity and debt used to finance a company's assets.

𝐷𝑒𝑏𝑡 𝑡𝑜 𝐸𝑞𝑢𝑖𝑡𝑦 𝑟𝑎𝑡𝑖𝑜 =𝑆ℎ𝑜𝑟𝑡 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡 + 𝐿𝑜𝑛𝑔 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡

𝑁𝑒𝑡 𝑊𝑜𝑟𝑡ℎ

Interest Coverage ratio: The Interest coverage ratio is a debt ratio and profitability ratio used to determine how easily a

Company can pay interest on outstanding debt.

𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝐶𝑜𝑣𝑒𝑟𝑎𝑔𝑒 𝑅𝑎𝑡𝑖𝑜 =𝐸𝑎𝑟𝑛𝑖𝑛𝑔 𝐵𝑒𝑓𝑜𝑟𝑒 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑎𝑛𝑑 𝑇𝑎𝑥

𝐹𝑖𝑛𝑎𝑛𝑐𝑒 𝐶𝑜𝑠𝑡

Market Cap/Sales ratio: Market Cap/sales ratio, Price–sales ratio, P/S ratio, or PSR, is a valuation metric for stocks. It is

calculated by dividing the company's market cap by the revenue in the most recent year; or, equivalently, divide the per-

share stock price by the per-share revenue.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑆𝑎𝑙𝑒𝑠 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Market Cap/ Net Worth ratio: It is a valuation ratio calculated by dividing Company’s market cap to net worth.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ

Market Cap/ PAT ratio: It is a valuation ratio calculated by dividing Company’s market cap to net profit.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑃𝐴𝑇 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑛𝑒𝑡 𝑝𝑟𝑜𝑓𝑖𝑡

Market Cap/ EBITDA ratio: It is a valuation ratio calculated by dividing Company’s market cap to EBITDA.

http://www.zsl.com/

http://www.investopedia.com/terms/i/invested-capital.asp

http://www.investopedia.com/articles/stocks/05/04405.asp

https://en.wikipedia.org/wiki/Stock

https://en.wikipedia.org/wiki/Market_cap

https://en.wikipedia.org/wiki/Stock



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𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝐸𝐵𝐼𝑇𝐷𝐴 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝐸𝐵𝐼𝑇𝐷𝐴

Trading Volume (shares) (avg. of 1 year): Average number of shares/day traded in 1 year

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

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

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Research Analyst: Aditi Chandni

http://www.zsl.com/

mailto:[email protected]

mailto:[email protected]

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