13 Aug 2015 14:00
August 13, 2015
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sirs,
Sub: Outcome of the Board Meeting held on August 12, 2015
Please be informed that the following important items were discussed and approved at the Board Meeting held on August 12, 2015
Ø Approval of the unaudited standalone and consolidated Financial Results of the Company for the quarter ended June 30, 2015
Ø Re-appointment of Mr. Surjeet Singh as the Managing Director & CEO of the Company, for a period of one year from October 5, 2015 to hold office until October 4, 2016 as per the terms of appointment.
Please find hereto enclosed consolidated Financial Results of the Company.
We request you to take the aforesaid notification on record.
Yours faithfully
For and on behalf of Subex Limited
Ganesh K V
Chief Financial Officer, Global Head -Legal and Company Secretary
SUBEX LTD Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560 037 Statement of Consolidated Unaudited Results for the Quarter Ended June 30 2015 | |||||
PART - I (Rs in Lakhs unless otherwise stated) | |||||
1
2 (a) (b) (c) (d) (e)
3
4
5
6 (a) (b) (c)
7
8
9 |
Particulars | Consolidated | |||
3 months ended | Preceding 3 months ended | Corresponding 3 months ended |
Previous year ended | ||
June 30, 2015 | March 31, 2015 | June 30, 2014 | March 31, 2015 | ||
Unaudited | Audited (refer note 7) | Unaudited | Audited | ||
Income from operations Net sales/ income from operations |
7,351 |
11,216 |
6,518 |
35,983 | |
Total income from operations (net) | 7,351 | 11,216 | 6,518 | 35,983 | |
Expenses Cost of hardware, software and support charges Employee benefits expense and sub-contract charges Other expenditure Depreciation and amortisation expense Exchange fluctuation loss (net) |
125 4,534 1,654 102 1,176 |
1,237 3,434 2,578 93 812 |
131 4,206 1,792 122 733 |
2,093 16,376 8,256 402 1,250 | |
Total expenses | 7,591 | 8,154 | 6,984 | 28,377 | |
(Loss)/Profit from operations before other income, finance costs and tax (1-2) | (240) | 3,062 | (466) | 7,606 | |
Other income |
33 |
60 |
31 |
97 | |
(Loss)/Profit from ordinary activities before finance costs and tax (3+4) | (207) | 3,122 | (435) | 7,703 | |
Finance costs Interest on FCCBs (refer note 3(b) & 3(c)) Interest on term loan Other finance costs |
(475) 231 312 |
839 219 435 |
846 197 515 |
3,352 850 1,902 | |
(Loss)/Profit from ordinary activities after finance costs before tax (5-6) | (275) | 1,629 | (1,993) | 1,599 | |
Tax expense (net) |
200 |
187 |
67 |
578 | |
Net (Loss)/Profit for the period/year (7-8) | (475) | 1,442 | (2,060) | 1,021 | |
Particulars |
3 months ended | Preceding 3 months ended | Corresponding 3 months ended |
Previous year ended | |
June 30, 2015 | March 31, 2015 | June 30, 2014 | March 31, 2015 | ||
Unaudited | Audited | Unaudited | Audited | ||
10
11 | Paid up share capital - Equity (face value of Rs. 10/-) Reserves excluding revaluation reserves as per balance sheet of previous accounting year |
19,891
- |
18,292
2,612 |
16,910
- |
18,292
2,612 |
12 | (Loss)/Earnings per share (of Rs. 10/- each) (not annualised in case of the interim periods): - Basic - Diluted |
(0.24) (0.24) |
0.84 0.84 |
(1.22) (1.22) |
0.59 0.59 |
PART - II | |||||
A 1
2 |
3 months ended June 30, 2015 | Preceding 3 months ended March 31, 2015 | Corresponding 3 months ended June 30, 2014 |
Previous year ended March 31, 2015 | |
PARTICULARS OF SHAREHOLDING Public shareholding:* - Number of shares (refer note 3(e)) - Percentage of holding (to total shareholding)
Promoters and promoter group shareholding(refer note 6) a) Pledged/Encumbered - Number of shares - Percentage of shares (as a % of the total shareholding of promoter and promoter group) - Percentage of shares (as a% of the total share capital of the company)
b) Non-encumbered - Number of shares - Percentage of shares (as a% of the total shareholding of promoter and promoter group) - Percentage of shares (as a % of the total share capital of the company) * Total public shareholding as defined under clause 40A of the listing agreement (excludes underlying shares for GDRs)
Global Depository Reciepts - Number of underlying equity shares - Percentage of share holding |
197,692,784 99.39%
974,044
100.00%
0.49%
-
0.00% 0.00%
243,207 0.12% |
180,106,578 99.33%
974,044
100.00%
0.54%
-
0.00% 0.00%
243,207 0.13% |
162,382,320 96.03%
4,974,044
76.83%
2.94%
1,500,000
23.17% 0.89%
243,207 0.14% |
180,106,578 99.33%
974,044
100.00%
0.54%
-
0.00% 0.00%
243,207 0.13% | |
B | INVESTOR COMPLAINTS | ||||
Particulars | 3 Months ended June 30, 2015 | ||||
Pending at the beginning of the quarter Received during the quarter Disposed off during the quarter Remaining unresolved at the end of the quarter | Nil Nil Nil Nil | ||||
Notes: | |||||
1 2
3 | The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on August 12, 2015. The Financial Results of Subex Limited (Standalone Information): | ||||
Particulars |
3 months ended | Preceding 3 months ended | Corresponding 3 months ended |
Previous year ended | |
June 30, 2015 | March 31, 2015 | June 30, 2014 | March 31, 2015 | ||
Net sales/ income from operations | 6,430 | 9,526 | 5,442 | 30,567 | |
Profit/(Loss) from ordinary activities before tax | 447 | 271 | (2,020) | (2,685) | |
Profit/(Loss) from ordinary activities after tax | 397 | 221 | (2,029) | (2,840) | |
(a) Pursuant to the approval of the holders of "US$ 180 Million 2% convertible unsecured bonds", [of which US$ 39 Million was outstanding ("FCCBs I")] and "US$ 98.7 Million 5% convertible unsecured bonds", [of which US$ 54.8 Million was outstanding ("FCCBs II")], at their respective meetings held on July 05, 2012 and exchange offers received under the exchange offer memorandum dated June 13, 2012, holders of US$ 38 Million out of FCCBs I and US$ 53.4 Million out of FCCBs II offered their bonds for exchange. Consequently, secured bonds with a face value of US$ 127.721 Million ("FCCBs III") were issued with maturity date of July 07, 2017, having an interest rate of 5.70% p.a. payable semi- annually, an exchange rate for conversion of Rs. 56.05/US$ and an equity conversion price of Rs.22.79 per equity share. In accordance with the terms of FCCBs III, principal amount of US$ 36.321 Million were mandatorily converted into equity shares at the aforesaid conversion price on July 07, 2012. Further, pursuant to the approval of the Reserve Bank of India dated April 27, 2012 and requisite approvals of the bond holders, the maturity period of the un-exchanged portion of FCCBs I of US$ 1 Million and FCCBs II of US$ 1.4 Million stands extended to March 09, 2017, with its other terms and conditions remaining unchanged. (b) The bond holders in their respective meetings have approved the deferral of aggregate interest of US$ 12.85 Million (Rs. 8180.23 Lakhs) in respect of FCCBs III for the period July 6, 2012 to January 5, 2016 till redemption date of the bonds, being July 07, 2017. Accordingly, interest on FCCBs III included under finance costs in the above results is due for payment on July 07, 2017. (c) Interest on FCCBs is net off interest accrued but not due amounting to Rs. 1182.06 lakhs in relation to FCCBs III which has been written back during the quarter as the same is considered no longer payable due to the conversion of such FCCBs III with a face value of US$ 16.37 Million into equity shares of the Company during the period September 2012 to June 2015. (d) The Board in its meeting held on May 14, 2015 approved the reset of conversion price of the FCCBs III which are convertible into equity shares of the Company, from Rs. 22.79 to Rs.13.00 per equity share. Subsequently, the reset of the conversion price has been approved by the shareholders in the annual general meeting held on June 19, 2015 and the bondholders in their meeting held on August 5, 2015. As a result of the aforesaid reset of conversion price, the said bonds with outstanding face value of US $ 75.03 Million would potentially be converted into 323,520,703 equity shares at an exchange rate of Rs. 56.05 with a conversion price of Rs.13 per equity share. | |||||
4
5
6
7
8
9
10 | (e) The face value of FCCBs outstanding as on June 30, 2015 are as follows : | ||||
Particulars | US$ Million | Rs. in Lakhs | |||
FCCB I | 1.00 | 636.45 | |||
FCCB II | 1.40 | 891.03 | |||
FCCB III | 75.03 | 47,752.84 | |||
Total | 77.43 | 49,280.32 | |||
Of the outstanding FCCBs III of US$ 91.4 Million, during the financial years 2012-13, 2014-15 and the quarter ended June 30, 2015, FCCBs III with a face value of US$ 3.25 Million, US$ 6.62 Million and US$ 6.5 Million respectively, were converted at an exchange rate of Rs. 56.05/US$ and an equity conversion price of ` Rs.22.79 resulting in issuance of 7,993,931, 16,282,613 and 15,987,461 equity shares, respectively. With regard to conversion of 1,598,745 equity shares during the quarter and year ended March 31, 2015 as the conversion was recorded by the registrar on April 10, 2015, it has not been included in part II ( Particulars of shareholding) above. During the financial year ended March 31, 2015, the Company had assessed the carrying value of goodwill arising from its investment in its subsidiary viz. Subex Americas Inc., amounting to Rs.18,606 Lakhs. Based on the management's assessment, there was no impairment of such goodwill taking into account the future operational plans and cash flows as prepared by the management and accordingly, no impairment loss was required to be recognised. There is no change in management's assessment as regards aforementioned carrying value of goodwill as at June 30, 2015. This is an 'Emphasis of Matter' in the Limited Review Report of the Statutory Auditors on the Unaudited Consolidated results.
The Company has only single business segment with respect to software products and related services and hence has not made any additional segment disclosures. Details of Promoters and promoter group shareholding are as per reports furnished by the Registrar and Transfer Agents of the Company.
The figures for the quarter ended March 31, 2015 are the balancing figures between audited figures for the year ended March 31, 2015 and unaudited figures for the nine months ended December 31, 2014.
Pursuant to the approval of the Board of Directors, the Company has discontinued the operations of two of its subsidiaries with effect from April 01, 2013. The details of unaudited/audited results of the discontinued business consolidated in the above results are as follows: | |||||
Particulars |
3 months ended | Preceding 3 months ended | Corresponding 3 months ended |
Previous year ended | |
June 30, 2015 | March 31, 2015 | June 30, 2014 | March 31, 2015 | ||
Total Income | - | - | - | - | |
(Loss)/Profit before tax | (0.90) | (420.91) | 78.74 | (474.18) | |
(Loss)/Profit after tax | (0.91) | (426.25) | 78.70 | (479.80) | |
The figures of the previous period upto March 31, 2015 were audited/ reviewed by a firm of Chartered Accountants other than S.R. Batliboi & Associates LLP. Previous period/year figures have been regrouped/ reclassified, wherever necessary to confirm to current period's classification.
Pursuant to clause 41 of the Listing Agreement, the Company has opted to publish the consolidated financial results. The standalone financial results, however, are being made available to the Stock Exchanges where the securities of the Company are listed and are also being posted on the Company's website www.subex.com. | |||||
By Order of the Board
Mumbai Date: August 12, 2015 Sanjeev Aga Director For further details on the results, please visit our website: www.subex.com | |||||