9 Aug 2012 14:55
9 August 2012
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sirs
Outcome of the Board Meeting held on August 9, 2012
Please be informed that the following important items were discussed and approved at the Board Meeting held today:
Ø Unaudited standalone and consolidated Financial Results of the Company for the quarter ended June 30, 2012.
Ø Re-appointment of Mr. Subash Menon as the Managing Director & CEO for a period of 5 years from October 1, 2012 to September 30, 2017, subject to approval of the members at the forthcoming AGM.
Ø Resignation of Mr. Ramanathan J as the Company Secretary of the Company and appointment of Mr. Vinay M A as the Company Secretary & Compliance Officer of the Company. Mr. Ramanathan J will continue in his capacity as the Vice President- Finance.
Ø The Eighteenth Annual General Meeting of the Company will be held on Friday, September 28, 2012 at 12.30 P M at the registered office of the Company.
Ø The dates of book closure for the AGM shall be from September 25, 2012 to September 28, 2012 (both days inclusive). Please note that the book closure is an annual book closure and does not relate to any dividends or other announcements.
We request you to take the aforesaid notification on record.
Yours faithfullyFor and on behalf ofFor Subex Limited
Vinay M A
Company Secretary & Compliance Officer
SUBEX LTD |
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Registered office: Adarsh Tech Park, Outer Ring Road, Devarabisanahalli, Bangalore - 560 037 |
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Statement of Consolidated Unaudited Results for the Quarter Ended June 30, 2012 |
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PART- I | (Rs. In Lakhs except per share data) |
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CONSOLIDATED | |||||||
| Particulars | 3 Months ended | Preceding 3months ended | Corresponding3 months ended | Previous year ended | ||
30/06/2012 | 31/03/2012 | 30/06/2011 | 31/03/2012 | ||||
Unaudited | Unaudited (Refer Note 2) | Unaudited | Audited | ||||
1 | Income From Operations | ||||||
(a) | Net Sales/ Income From Operations | ||||||
Product & Product related | 7,086 | 9,628 | 9,890 | 42,949 | |||
Services | 1,112 | 1,170 | 1,138 | 4,834 | |||
Total Income From Operations (Net) | 8,198 | 10,798 | 11,028 | 47,783 | |||
2 | Expenses | ||||||
(a) | Cost of Hardware, Software & Services | 153 | 244 | 162 | 870 | ||
(b) | Employee Benefits Expense and Sub-contract charges | 6,342 | 5,463 | 6,591 | 25,358 | ||
(c) | Other Expenditure | 1,769 | 2,123 | 2,224 | 8,588 | ||
(d) | Depreciation and Amortisation Expense | 126 | 171 | 210 | 780 | ||
Total Expenses | 8,390 | 8,001 | 9,187 | 35,596 | |||
3 | Profit / (Loss) From Operations before Other Income, Finance costs and Exceptional items (1-2) | (192) | 2,797 | 1,841 | 12,187 | ||
4 | Other Income | 607 | 146 | 673 | 1,287 | ||
5 | Profit / (Loss) From Ordinary activities before Finance costs and Exceptional items (3+4) | 415 | 2,943 | 2,514 | 13,474 | ||
6 | Finance Costs | 809 | 1,083 | 1,031 | 4,285 | ||
7 | Profit / (Loss) From Ordinary activities after Finance costs but before Exceptional items (5+6) | (394) | 1,860 | 1,483 | 9,189 | ||
8 | Exceptional Items (Net) (Refer Note 3) | - | 325 | 99 | 5,670 | ||
9 | Profit / (Loss) From Ordinary activities before Tax (7+8) | (394) | 1,535 | 1,384 | 3,519 | ||
10 | Tax Expense (Net) | 115 | 16 | 63 | 335 | ||
11 | Net Profit / (Loss) From Ordinary activities after Tax (9+10)(Refer Note 8 & 9 ) | (509) | 1,519 | 1,321 | 3,184 | ||
12 | Paid up Share Capital | ||||||
- Equity (Face value of Rs.10/-) | 6,931 | 6,931 | 6,931 | 6,931 | |||
13 | Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year | 7,529 | |||||
14 | Earnings per share (before extraordinary items) (of Rs 10/- each) (not annualised in case of the three month periods): | ||||||
Basic | (0.73) | 2.19 | 1.91 | 4.59 | |||
Diluted | (0.73) | 2.18 | 1.48 | 4.59 | |||
PART - II
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A | PARTICULARS OF SHAREHOLDING | ||||||
1 | Aggregate of Public shareholding:* | ||||||
Number of shares | 53,831,645 | 54,200,225 | 52,016,936 | 54,200,225 | |||
Percentage of holding (to total shareholding) | 77.67% | 78.20% | 75.05% | 78.20% | |||
2 | Promoters and promoter group | ||||||
Shareholding | |||||||
a) Pledged/Encumbered | |||||||
- Number of shares | 7,601,801 | 7,601,801 | 6,601,801 | 7,601,801 | |||
- Percentage of shares (as a % of the total shareholding of promoter and promoter group) | 89.71% | 93.83% | 81.49% | 93.83% | |||
- Percentage of shares (as a% of the total share capital of the company) | 10.97% | 10.97% | 9.52% | 10.97% | |||
b) Non-encumbered | |||||||
- Number of Shares | 872,243 | 500,000 | 1,500,000 | 500,000 | |||
- Percentage of shares (as a% of the total shareholding of promoter and promoter group) | 10.29% | 6.17% | 18.51% | 6.17% | |||
- Percentage of shares (as a % of the total share capital of the company) | 1.26% | 0.72% | 2.16% | 0.72% | |||
* Total public shareholding as defined under clause 40A of the listing agreement (excludes underlying shares for GDRs) | |||||||
Global Depository Receipts | 3 Months ended 30/06/2012 | Preceding 3months ended 31/03/2012 | Corresponding3 months ended 30/06/2011 | Previous year ended 31/03/2012 | |||
- Number of underlying Equity Shares | 7,005,083 | 7,008,746 | 9,192,035 | 7,008,746 | |||
- Percentage of Share Holding | 10.10% | 10.11% | 13.27% | 10.11% | |||
Particulars | 3 Months ended 30/06/2012 | ||||||
B | INVESTOR COMPLAINTS | ||||||
Pending at the beginning of the quarter | Nil | ||||||
Received during the quarter | Nil | ||||||
Disposed of during the quarter | Nil | ||||||
Remaining unresolved at the end of the quarter | Nil | ||||||
Notes : | |||||||
1 | The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on August 9, 2012. | ||||||
2 | The figures for the three months ended March 31, 2012 is the balancing figure between the audited figures for the full financial year then ended and the year to date unaudited figures published upto the nine months period ended December 31, 2011. | ||||||
3 | Exceptional items comprise - |
| Rs. In Lakhs | ||||
Particulars | 3 Months ended 30/06/2012 | Preceding 3months ended 31/03/2012 | Corresponding3 months ended 30/06/2011 | Previous year ended 31/03/2012 | |||
Unaudited | Unaudited (Refer Note 2) | Unaudited | Audited | ||||
Exchange Loss/(Gain) arising on restatement of Foreign Currency Convertible Bonds | - | 325 | 99 | 5,534 | |||
Reversal of stock compensation expenses recorded earlier pursuant to voluntary surrender of options by employees | - | - | - | (404) | |||
Gain on Sale of Assets pertaining to Activation business during the quarter ended September 30, 2011 net of Redundancy costs | - | - | - | (56) | |||
Other Redundancy costs | - | - | - | 596 | |||
TOTAL | - | 325 | 99 | 5,670 | |||
4 | During the three months ended June 30, 2012, the Company has granted 11,400 options under its ESOP 2005 scheme. | ||||||
5 | Previous period / year figures have been re-grouped and/or re-arranged to conform with the current period. | ||||||
6 | Summary of Key Standalone Financial results is as follows - | Rs. In Lakhs | |||||
Particulars | 3 Months ended 30/06/2012 | Preceding 3months ended 31/03/2012 | Corresponding3 months ended 30/06/2011 | Previous year ended 31/03/2012 | |||
Unaudited | Unaudited (Refer Note 2) | Unaudited | Audited | ||||
Net Sales/ Income from Operations | 5,717 | 8,132 | 7,648 | 32,901 | |||
Profit / (Loss) from ordinary activities before tax | (863) | 959 | 602 | 204 | |||
Profit / (Loss) from ordinary activities after tax | (863) | 1,105 | 492 | 240 | |||
7 | 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 was outstanding ("FCCBs II")], at their respective meetings held on July 5, 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, new secured bonds of US$ 127.721 million ("FCCBs III") were issued with maturity date of July 7, 2017, having a conversion price of Rs.22.79 per equity share and coupon of 5.70% p.a. payable semi-annually on the outstanding bonds. 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 in July 2012. Further, 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 9, 2017, with its other terms and conditions remaining unchanged. | ||||||
8 | As permitted under the Proposal approved by the Hon'ble High Court of Karnataka, which was given effect in the year ending March 31, 2011, 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 except per share data) | |||||||
Particulars | 3 Months ended 30/06/2012 | Preceding 3months ended 31/03/2012 | Corresponding3 months ended 30/06/2011 | Previous year ended 31/03/2012 | |||
Unaudited | Unaudited (Refer Note 2) | Unaudited | Audited | ||||
Loss under Exceptional Items would have been higher /(lower by) | - | (225) | - | (225) | |||
Net profit would have been lower/(higher) by | - | (225) | - | (225) | |||
Earnings / ( Loss) Per Share would have been | |||||||
-Basic | (0.73) | 2.52 | 1.91 | 4.92 | |||
- Diluted | (0.73) | 2.51 | 1.48 | 4.91 | |||
9 | Pursuant to the notification dated December 29, 2011 issued by the Ministry of Corporate affairs, during the quarter ended December 31, 2011, the Company opted to adopt the transitional provisions under paragraph 46A of Accounting Standard 11 (AS 11) 'The Effects of Changes in Foreign Exchange rates' with effect from April 1, 2011. Accordingly, exchange differences arising on restatement of all long term monetary foreign currency assets and liabilities at rates different from those at which they were initially recorded or reported in previous financial statements (whichever is later) are accumulated in the Foreign Currency Monetary Item Translation Difference Account and are amortised over the balance period of such long term asset / liability. The cumulative impact of adopting the above policy upto the nine months ended December 31, 2011 was given effect to in the quarter ended December 31, 2011. Accordingly, the figures for the quarter ended June 30, 2011 disclosed in these results are as published earlier and do not consider the adoption of the above policy. The profits for the quarter ended June 30, 2011 would have been higher by Rs. 65 lakhs, had the policy been followed for the said period. | ||||||
10 | 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. | ||||||
SEGMENT REPORTING: | |||||||
(Rs. In Lakhs) | |||||||
Consolidated | |||||||
3 Months ended | Preceding 3months ended | Corresponding3 months ended | Previous year ended | ||||
30/06/2012 | 31/03/2012 | 30/06/2011 | 31/03/2012 | ||||
Unaudited | Unaudited (Refer Note 2) | Unaudited | Audited | ||||
1 | Segment Revenue: | ||||||
(a) | Products & Product related | 7,086 | 9,628 | 9,890 | 42,949 | ||
(b) | Services | 1,112 | 1,170 | 1,138 | 4,834 | ||
8,198 | 10,798 | 11,028 | 47,783 | ||||
2 | Segment Profit/(Loss) before tax, interest & exceptional Items | ||||||
(a) | Products & Product related | 454 | 2,653 | 2,656 | 13,378 | ||
(b) | Services | (39) | 290 | (142) | 96 | ||
415 | 2,943 | 2,514 | 13,474 | ||||
Less: Interest (Net) | 809 | 1,083 | 1,031 | 4,285 | |||
Less : Other Unallocable (Income)/Expenditure & Exceptional items [Net] | - | 325 | 99 | 5,670 | |||
Profit Before Taxation | (394) | 1,535 | 1,384 | 3,519 | |||
3 | Details of Capital Employed | ||||||
(a) | Products & Product related | ||||||
Segment Assets | 107,525 | 107,176 | 101,824 | 107,176 | |||
Segment Liabilities | 14,333 | 16,291 | 15,378 | 16,291 | |||
(b) | Services | ||||||
Segment Assets | 1,291 | 1,303 | 1,377 | 1,303 | |||
Segment Liabilities | 228 | 184 | 241 | 184 | |||
Certain statements in this release concerning our performance may be forward looking statements which involve risks and uncertainties that could cause actual results to vary materially from those in such statements. These risks and uncertainties include, and are not limited to, fluctuations in earnings, intense competition and success of investments. | |||||||
By Order of the Board | |||||||
Bangalore | |||||||
August 9, 2012 | Subash Menon Founder, Managing Director & CEO | ||||||
For further details on the results, please visit our website: www.subex.com |