15 May 2015 12:52
May 15, 2015
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sirs,
Sub: Outcome of the Board Meeting held on May 14, 2015
Please be informed that the following important items were discussed and approved at the Board Meeting held on May 14, 2015
Ø Audited standalone and consolidated Financial Results of the Company for the year ended March 31, 2015
Ø Vacation of office of directorship by Mr. Subash Menon, Non-Executive Director under the provisions of section 167(1)(b) of the Companies Act, 2013 with effect from May 14, 2015.
Ø Pursuant to the meeting of the Board held on April 28, 2015, the Board approved the reset of conversion price of the FCCB III which are convertible into equity shares of the Company, from Rs. 22.79 to Rs. 13.00. As a result of the reset of conversion price, subject to necessary approvals, the said bonds as currently outstanding of face value of US $ 76.53 million would potentially be converted into 32,99,88,530 shares at an exchange rate of Rs. 56.05
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 Audited Results for the Quarter and Year ending March 31 2015 | ||||||
PART - I (Rs in Lakhs except as per share data) | ||||||
CONSOLIDATED | ||||||
Particulars |
3 months ended |
Preceding 3 months ended |
Corresponding 3 months ended |
Year ended |
Previous Year ended | |
31/03/2015 | 31/12/2014 | 31/03/2014 | 31/03/2015 | 31/03/2014 | ||
1
2 (a) (b) (c) (d) (e)
3
4
5
6 (a) (b) (c)
7
8
9
10
11 |
Income From Operations Net Sales/ Income From Operations | Audited (Refer Note 12) | Unaudited | Audited (Refer Note 12) | Audited | Audited |
11,216 |
9,199 |
8,541 |
35,983 |
34,005 | ||
Total Income From Operations (Net) | 11,216 | 9,199 | 8,541 | 35,983 | 34,005 | |
Expenses Cost of Hardware, Software & Services Employee Benefits Expense and Sub-contract Charges Other Expenditure Depreciation and Amortisation Expense (Refer Note 8) Exchange Fluctuation (Gain)/Loss-Net (Refer Note 10) |
1,237 3,434 2,578 93 812 |
231 4,452 1,987 86 48 |
286 4,417 2,041 63 1,084 |
2,093 16,376 8,256 402 1,250 |
956 17,929 6,893 248 1,677 | |
Total Expenses | 8,154 | 6,804 | 7,891 | 28,377 | 27,703 | |
Profit From Operations before Other Income, Finance Costs and Exceptional Items (1-2) | 3,062 | 2,395 | 650 | 7,606 | 6,302 | |
Other Income |
60 |
25 |
578 |
97 |
450 | |
Profit From Ordinary Activities before Finance Costs and Exceptional Items (3+4) | 3,122 | 2,420 | 1,228 | 7,703 | 6,752 | |
Finance Costs Interest on FCCB Interest on Term Loan Other Borrowing Cost |
839 219 436 |
818 220 478 |
886 219 558 |
3,352 850 1,903 |
3,422 840 2,486 | |
Profit / (Loss) From Ordinary Activities after Finance Costs but before Exceptional Items (5+6) | 1,628 | 904 | (435) | 1,598 | 4 | |
Exceptional Items (Net Expense) (Refer Note 2) |
- |
- |
220 |
- |
220 | |
Profit / (Loss) From Ordinary activities before Tax (7+8) | 1,628 | 904 | (655) | 1,598 | (216) | |
Tax Expense (Net) |
187 |
230 |
561 |
578 |
945 | |
Net Profit / (Loss) From Ordinary Activities after Tax (9+10) | 1,441 | 674 | (1,216) | 1,020 | (1,161) | |
Particulars |
3 months ended |
Preceding 3 months ended |
Corresponding 3 months ended |
Year ended |
Previous Year ended | |
31/03/2015 | 31/12/2014 | 31/03/2014 | 31/03/2015 | 31/03/2014 | ||
Audited (Refer Note 12) | Unaudited | Audited (Refer Note 12) | Audited | Audited | ||
12
13 | Paid up Share Capital - Equity (Face value of Rs. 10/-)
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year |
18,292
- |
17,476
- |
16,664
- |
18,292
- |
16,664
698 |
14 | Earnings/(Loss) per share (of Rs. 10/- each) (not annualised in case of the interim periods): Basic Diluted |
0.84 0.84 |
0.40 0.40 |
(0.73) (0.73) |
0.59 0.59 |
(0.70) (0.70) |
PART - II | ||||||
A 1
2 | PARTICULARS OF SHAREHOLDING Aggregate of Public shareholding:* Number of shares (Refer note 5(b)) Percentage of holding (to total shareholding)
Promoters and promoter group (Refer Note 9) Shareholding 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) |
180,106,578 99.33%
974,044 100.00%
0.54%
- 0.00%
0.00% |
169,481,066 99.29%
974,044 100.00%
0.56%
- 0.00%
0.00% |
158,366,608 95.04%
6,474,044 100.00%
3.89%
- 0.00%
0.00% |
180,106,578 99.33%
974,044 100.00%
0.54%
- 0.00%
0.00% |
158,366,608 95.04%
6,474,044 100.00%
3.89%
- 0.00%
0.00% |
* Total public shareholding as defined under clause 40A of the listing agreement (excludes underlying shares for GDRs) | ||||||
Global Depository Reciepts | 3 months ended 31/03/2015 | Preceding 3 months ended 31/12/2014 | Corresponding 3 months ended 31/03/2014 | Year ended 31/03/2015 | Previous Year ended 31/03/2014 | |
- Number of underlying Equity Shares - Percentage of Share Holding | 243,207 | 243,207 | 1,799,310 | 243,207 | 1,799,310 | |
0.13% | 0.14% | 1.08% | 0.13% | 1.08% | ||
Particulars | 3 months ended 31/03/2015 | |||||
B | INVESTOR COMPLAINTS 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 | ||||
STATEMENT OF ASSETS AND LIABILITIES (Rs. in Lakhs) | |||||||
1 (a) (b)
2 (a) (b) (b) (c)
3 (a) (b) (c) (d) | Particulars | As At | As At | ||||
31/03/2015 | 31/03/2014 | ||||||
Audited | Audited | ||||||
EQUITY AND LIABILITIES
Shareholders' Funds Share capital Reserves and Surplus Sub-total - Shareholders' funds Non-current Liabilities Long-term Borrowings Deferred Tax Liabilities(net) Other Long-term Liabilities Long-term Provisions Sub-total - Non-current liabilities
Current Liabilities Short-term Borrowings Trade Payables - Other than acceptances Other Current Liabilities Short-term Provisions Sub-total - Current liabilities |
18,292 2,612 |
16,664 698 | |||||
20,904
57,769
9,320 512 | 17,362
60,245
5,547 428 | ||||||
67,601
14,694 5,930 3,898 354 | 66,220
16,016 5,253 4,061 349 | ||||||
24,876 | 25,679 | ||||||
TOTAL - EQUITY AND LIABILITIES (1+2+3) | 113,381 | 109,261 | |||||
ASSETS Non-current Assets Fixed Assets Goodwill on Consolidation Deferred tax assets (net) Long-term Loans & Advances Other Non-current Assets Sub-total - Non-current assets
Current Assets Trade Receivables Cash and Bank Balances Short-term Loans & Advances Other Current Assets Sub-total - Current assets |
818 85,642
2,568 - |
598 85,642
2,239 1,425 | |||||
1 (a) (b) (c) (d) (e)
2 (a) (b) (c) (d) | |||||||
89,028
12,302 5,670 1,103 5,278 | 89,904
10,058 4,793 949 3,557 | ||||||
24,353 | 19,357 | ||||||
TOTAL - ASSETS (1+2) | 113,381 | 109,261 | |||||
Notes : | |||||||
1
2 | The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on May 14th, 2015.
Exceptional items comprise - (Rs. in Lakhs) | ||||||
Particulars |
3 months ended 31/03/2015 |
Preceding 3 months ended 31/12/2014 |
Corresponding 3 months ended 31/03/2014 |
Year ended 31/03/2015 |
Previous Year ended 31/03/2014 | ||
Audited (Refer Note 12) |
Unaudited | Audited (Refer Note 12) |
Audited |
Audited | |||
Exceptional Provision for Doubtful trade and other receivables# | - | - | - | - | 220 | ||
TOTAL | - | - | - | - | 220 | ||
#Represents provisions relating to Services Segment discontinued with effect from 01.04.2013 | |||||||
3
4 | Summary of key standalone financial results is as follows: | |||||
(Rs. in Lakhs) | ||||||
Particulars |
3 months ended 31/03/2015 | Preceding 3 months ended 31/12/2014 | Corresponding 3 months ended 31/03/2014 |
Year ended 31/03/2015 |
Previous Year ended 31/03/2014 | |
Audited (Refer Note 12) | Unaudited | Audited (Refer Note 12) | Audited (Refer Note 12) | Audited | ||
Net Sales/ Income from Operations | 9,526 | 7,845 | 7,340 | 30,567 | 29,367 | |
Loss from ordinary activities before tax | 271 | (445) | (2,314) | (2,685) | (2,806) | |
Loss from ordinary activities after tax | 221 | (512) | (2,681) | (2,840) | (2,953) | |
As permitted under the Proposal approved by the Hon'ble High Court of Karnataka, which was given effect in the year ended March 31, 2010, the Company transferred certain amounts standing to the credit of Capital Reserve to the Business Restructuring Reserve (BRR) and utilised the same for permitted utilisations as under. Had the Proposal not provided for the above accounting treatment :
(Rs. in Lakhs ) | ||||||
Particulars |
3 months ended 31/03/2015 | Preceding 3 months ended 31/12/2014 | Corresponding 3 months ended 31/03/2014 |
Year ended 31/03/2015 |
Previous Year ended 31/03/2014 | |
Audited (Refer Note 12) | Unaudited | Audited (Refer Note 12) | Audited (Refer Note 12) | Audited | ||
Revenue would have been lower by Other Expenditure would have been higher by Expenses termed as Exceptional Items would have been higher /(lower) by
Net (loss) / profit would have been (higher) / lower by | - -
-
- | - -
-
- | - -
-
- | - -
-
- | - 81 - (81) | |
Earnings / ( Loss) per share would have been -Basic - Diluted |
0.84 0.84 |
0.40 0.40 |
(0.73) (0.73) |
0.59 0.59 |
(0.75) (0.75) | |
5(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. | |||||
5(b)
5(c) | The face value of FCCB's outstanding as on March 31, 2015 are as follows : | |||||
Particulars | US$ Million | Rs. in Lakhs | ||||
FCCB I | 1.00 | 625 | ||||
FCCB II | 1.40 | 875 | ||||
FCCB III | 81.53 | 50,956 | ||||
Total | 83.93 | 52,456 | ||||
Of the outstanding FCCB's III of US$ 91.4 Million, during the year 2012-13, and the year ended March 31,2015 FCCB's III with a face value of US$ 3.25 Million, and US$ 6.62 Million respectively, were converted resulting in issuance of 7,993,731 and 16,282,613 equity shares, respectively. Of the conversion during the year, in case of 1598745 shares the conversion was recorded by the registrar on April 10, 2015 and hence not considered in Part II above. Subsequent to the year ended March 31, 2015 the company has received an intimation for conversion of FCCB's III of US$ 5 Million, which would result in issuance of 12,298,046 shares, leaving a current outstanding of FCCB III bond of face value of US$ 76.53 Million.
The Board in its meeting today has also approved the reset of conversion price of the FCCB III which are convertible into equity shares of the Company, from Rs.22.79 to Rs.13.00 per equity share. As a result of the reset of conversion price, subject to necessary approvals. The said bonds as currently outstanding of face value of US$ 76.53 Million would potentially be converted into 329,988,530 shares at an exchange rate of Rs 56.05. | ||||||
6 During the year ended March 31, 2015 , the Company has assessedthe 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 is 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 is required to be recognized. This is a 'matter of emphasis' in the Audit Report of the Statutory Auditors.
7 The Company has only single business segment with respect to software products and related services and hence has not made any additional segment disclosures.
8 Consequent to the applicability of the relevant provisions of the Companies Act, 2013, the Company has reassessed the useful lives of all the assets. This has resulted in change in the useful life of Computers and related equipment compared to the previous estimates. On account of the above, the depreciation for the year and quarter ended March 31, 2015 is higher by Rs.82.76
Lakhs and Rs. 20.40 Lakhs respectively. As per provision of Part C of Schedule II of the Companies Act, 2013 an amount of Rs. 9 Lakhs has been debited to the opening balance of the
retained earnings as at April 01, 2014 towards the carrying amount of assets, where the remaining useful life of these assets is Nil.
9 Details of Promoters and promoter group shareholding is as per reports furnished by the Registrar and Transfer Agents of the Company.
10 Exchange Fluctuation (Gain)/Loss - Net includes an amount of Rs. 383 Lakhs for the quarter and the year ended March 31,2015 of exchange loss on consolidation of one of the subsidiaries viz., Subex Technologies Inc on account of its liquidation post discontinuance of its operations. Procedures relating to such liquidation are in progress.
11 Previous period / year figures have been re-grouped and/or re-arranged to confirm with the current period.
12 The figures of the last quarter are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the relevant financial year
13 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: 14th May, 2015 Surjeet Singh
Managing Director & CEO
For further details on the results, please visit our website: www.subex.com