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Zylog Systems
BSE: 532883|NSE: ZYLOG|ISIN: INE225I01018|SECTOR: Computers - Software Medium/Small
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Explore Zylog Systems connections « Mar 10
Notes to Accounts Year End : Mar '11
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.
Source : Dion Global Solutions Limited
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