17 Jun 2013 08:12
June 17, 2013
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS Dear Sirs,
Sub: Outcome of the Board Meeting held on May 21, 2013
Please be informed that the following important items were discussed and approved at the
Board Meeting held on May 21, 2013:
Audited standalone and consolidated Financial Results of the Company for the year ended March 31, 2013.
The Nineteenth Annual General Meeting of the Company will be held on Wednesday, August 14, 2013 at 2.00 P M at the City of the registered office of the Company.
The dates of book closure for the AGM shall be from August 7, 2013 to August 14, 2013 (both days inclusive).
Please note that the book closure is an annual book closure and does not relate to any dividends or other announcement
We request you to take the aforesaid notification on record.
Yours faithfully
For and on behalf of Subex Limited
Ganesh K V
Global Head - Finance, 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 Ended March 31, 2013 | ||||||
PART - I (Rs. In Lakhs except per share data) | ||||||
Particulars | Three Months ended | Preceeding 3 months ended | Corresponding 3 months ended | Year ended | Previous year ended | |
31/03/2013 | 31/12/2012 | 31/3/2012 | 31/03/2013 | 31/03/2012 | ||
1 (a)
2 (a) (b) (c) (d) (e)
3
4
5
6
7
8
9
10 11 |
Income From Operations Net Sales/ Income From Operations Product & Product related Services | Audited (Refer note 11) | Unaudited | Audited (Refer note 11) | Audited | Audited |
7,959 37 |
8,720 340 |
9,628 1,170 |
30,734 2,324 |
42,949 4,834 | ||
Total Income From Operations (Net) | 7,996 | 9,060 | 10,798 | 33,058 | 47,783 | |
Expenses Cost of Hardware, Software & Services Employee Benefits Expense and Sub-contract charges Other Expenditure Depreciation and Amortisation Expense Exchange Fluctuation (Gain)/Loss-Net |
197 4,186 1,569 87 441 |
194 4,910 1,934 97 (352) |
244 5,463 2,123 171 (347) |
817 20,669 6,981 427 655 |
870 25,358 8,588 780 (398) | |
Total Expenses | 6,480 | 6,783 | 7,654 | 29,549 | 35,198 | |
Profit / (Loss) From Operations before Other Income, Finance costs and Exceptional items (1-2) |
1,516 |
2,277 |
3,144 |
3,509 |
12,585 | |
Other Income |
12 |
47 |
(138) |
89 |
698 | |
Profit / (Loss) From Ordinary activities before Finance costs and Exceptional items (3+4) |
1,528 |
2,324 |
3,006 |
3,598 |
13,283 | |
Finance Costs | 1,642 | 1,445 | 1,083 | 5,210 | 4,285 | |
Profit / (Loss) From Ordinary activities after Finance costs but before Exceptional items (5+6) |
(114) |
879 |
1,923 |
(1,612) |
8,998 | |
Exceptional Items (Net Expense) (Refer Note 2) |
- |
- |
388 |
3,997 |
5,479 | |
Profit / (Loss) From Ordinary activities before Tax (7+8) | (114) | 879 | 1,535 | (5,609) | 3,519 | |
Tax Expense (Net) |
43 |
111 |
16 |
386 |
335 | |
Net Profit / (Loss) From Ordinary activities after Tax (9+10) (Refer Note 4 ) |
(157) |
768 |
1,519 |
(5,995) |
3,184 | |
12
13
14 | Paid up Share Capital - Equity (Face value of Rs.10/-)
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year
Earnings per share (before extraordinary items) (of Rs 10/- each) (not annualised in case of the interim periods): Basic Diluted |
16,664
(0.10) (0.10) |
15,938
0.48 0.45 |
6,931
2.19 2.18 |
16,664
(4.40) (4.40) |
6,931
7,529
4.59 4.59 |
PART - II | ||||||
A 1
2 | PARTICULARS OF SHAREHOLDING Aggregate of Public shareholding:* Number of shares Percentage of holding (to total shareholding)
Promoters and promoter group 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) |
149,946,715 90.65%
8,474,044 100.00%
5.12%
- 0.00%
0.00% |
143,920,673 90.30%
8,474,044 100.00%
5.32%
- 0.00%
0.00% |
54,200,225 78.20%
7,601,801 93.83%
10.97%
500,000 6.17%
0.72% |
149,946,715 90.65%
8,474,044 100.00%
5.12%
- 0.00%
0.00% |
54,200,225 78.20%
7,601,801 93.83%
10.97%
500,000 6.17%
0.72% |
* Total public shareholding as defined under clause 40A of the listing agreement (excludes underlying shares for GDRs) | ||||||
Global Depository Reciepts | Three Months ended 31/03/2013 | Preceeding 3 months ended 31/12/2012 | Corresponding 3 months ended 31/3/2012 | For the Twelve Months ended 31/12/2012 | Previous year ended 31/03/2012 | |
- Number of underlying Equity Shares - Percentage of Share Holding | 6,989,399 | 6,989,399 | 7,008,746 | 6,989,399 | 7,008,746 | |
4.23% | 4.38% | 10.11% | 4.23% | 10.11% | ||
B | Particulars | Three Months ended 31/03/2013 | ||||
INVESTOR COMPLAINTS Pending at the beginning of the quarter Received during the quarter Disposed of during the quarter Remaining unresolved at the end of the quarter |
Nil Nil Nil Nil | |||||
STATEMENT OF ASSETS AND LIABILITIES Rs. In Lakhs | |||
A
1 (a) (b)
2 (a) (b) (c)
3 (a) (b) (c) (d)
B 1 (a) (b) (c) (d) (e)
2 (a) (b) (c) (d) | Particulars | As At | As At |
31/03/2013 | 31/03/2012 | ||
Audited | Audited | ||
EQUITY AND LIABILITIES
Shareholders' Funds Share capital Reserves and Surplus Sub-total - Shareholders' funds Non-current Liabilities Long-term Borrowings 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 |
16,664 5,836 |
6,931 7,172 | |
22,500
53,769 518 554 | 14,103
- - 585 | ||
54,841
19,388 4,892 6,829 348 | 585
12,437 8,009 74,204 271 | ||
31,457 | 94,921 | ||
TOTAL - EQUITY AND LIABILITIES (1+2+3) | 108,798 | 109,609 | |
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 |
467 85,642 141 2,646 1,314 |
773 86,569 141 2,408 - | |
90,210
7,333 5,083 998 5,174 | 89,891
7,339 242 1,212 10,925 | ||
18,588 | 19,718 | ||
TOTAL - ASSETS (1+2) | 108,798 | 109,609 | |
Notes : | ||||||
1
2
3
4 | The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on May 21, 2013.
Exceptional items comprise - Rs. In Lakhs | |||||
Particulars | Three Months ended 31/03/2013 | Preceeding 3 months ended 31/12/2012 | Corresponding 3 months ended 31/3/2012 | Year ended 31/03/2013 | Previous year ended 31/03/2012 | |
Audited (Refer note 11) |
Unaudited | Audited (Refer note 11) |
Audited |
Audited | ||
Exchange Loss/(Gain) arising on restatement of Foreign Currency Convertible Bonds | - | - | - | - | 5,343 | |
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 | |
Goodwill Impariment* | - | - | - | 927 | - | |
Exceptional Provision for Doubtful trade and other receivables** | - | - | - | 3,070 | - | |
TOTAL | - | - | - | 3,997 | 5,479 | |
\* The company had impaired goodwill outstanding in books pertaining to its services business during the period ended March 31, 2013. As an impairment in goodwill is not considered to be regular adjustment in the results, the same has been categorised as an exceptional item. | ||||||
**During the year ended March 31, 2013, the Company carried out an assessment of its receivables and an amount of Rs. 3,070 lakhs has been provided towards doubtful receivables. Considering that the amount of provision towards doubtful receivables is significant and relevant in understanding the financial performance, it is disclosed separately under exceptional item. | ||||||
Summary of Key Standalone Financial results is as follows - Rs. In Lakhs | ||||||
Particulars | Three Months ended 31/03/2013 | Preceeding 3 months ended 31/12/2012 | Corresponding 3 months ended 31/3/2012 | Year ended 31/03/2013 | Previous year ended 31/03/2012 | |
Audited (Refer note 11) | Unaudited | Audited (Refer note 11) | Audited | Audited | ||
Net Sales/ Income from Operations | 6,942 | 7,737 | 8,132 | 26,556 | 32,901 | |
Profit / (Loss) from ordinary activities before tax | (636) | 843 | 959 | (3,457) | 204 | |
Profit / (Loss) from ordinary activities after tax | (636) | 843 | 1,105 | (3,457) | 240 | |
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) | ||||||
5
6
7
8
9 |
Particulars | Three Months ended 31/03/2013 | Preceeding 3 months ended 31/12/2012 | Corresponding 3 months ended 31/3/2012 | Year ended 31/03/2013 | Previous year ended 31/03/2012 |
Audited (Refer note 11) |
Unaudited | Audited (Refer note 11) |
Audited |
Audited | ||
Revenue would have been lower by Expenses termed as Exceptional Items would have been higher /(lower) by
Net (loss)/profit would have been (lower)/higher by | - -
- | - -
- |
(225)
(225) | 959 359
1,318 |
(225)
(225) | |
Earnings / ( Loss) Per Share would have been -Basic - Diluted |
(0.10) (0.10) |
0.48 0.45 |
2.52 2.51 |
(5.35) (5.35) |
4.92 4.91 | |
In view of the losses incurred by the Company during the year ended March 31,2013, the excess of the managerial remuneration paid to the directors over the limits prescribed under Schedule XIII of the Companies Act, 1956 has been treated as monies due from the directors, being held by them in trust for the Company, and is included under 'Short- term loans and advances' amounting to Rs. 123.8 lakhs. | ||||||
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, 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. The company has been legally advised that there is no tax incidence arising from the above restructuring. 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.
The Company has issued 72,55,848 equity shares upon conversion of FCCBs of principal amount of US$ 29,50,000 by the holder(s) of Company's US$ 91.10 million 5.70% Co
The Company has received a demand of service tax of Rs. 3607.60 lakhs and equivalent amount of penalties under the provisions of the Finance Act, 1994 along with the consequential interest, for the period from April, 2006 to July, 2009 towards service tax payable on import of certain services. The Company has filed an appeal contesting the demand before the Central Excise and Service Tax Appellate Tribunal (CESTAT), Bangalore. The company has also obtained a stay against the said demand on March 27, 2013. In view of the company, the demand is not sustainable. Further, the Company contends that in the event of the demand being upheld by the Appellate Authority, the Company is eligible to avail the service tax as input credit upon payment of the same.
During the year, the Company has 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 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 at this stage.
During the Quarter ended March 31, 2013, the Company has granted 15,500 options under its ESOP 2005 scheme. | ||||||
10
1 (a) (b)
2 (a) (b)
3 (a) (b) (c) | SEGMENT REPORTING: (Rs. In Lakhs) | |||||
Segment Revenue: Products & Product related Services
Segment Profit/(Loss) before tax, interest & exceptional Items Products & Product related Services
Less: Interest (Net) Less : Other Unallocable (Income)/Expenditure & Exceptional items [Net]
Profit Before Taxation
Details of Capital Employed Products & Product related Capital Employed (Products & Product related)
Services Capital Employed (Services)
Unallocated Capital Employed (Unallocated) | Consolidated | |||||
Three Months ended | Preceeding 3 months ended | Corresponding 3 months ended | Year ended | Previous year ended | ||
31/03/2013 | 31/12/2012 | 31/3/2012 | 31/03/2013 | 31/03/2012 | ||
Audited (Refer note 11) | Unaudited |
Audited (Refer note 11) |
Audited |
Audited | ||
7,959 37 |
8,720 340 |
9,628 1,170 |
30,734 2,324 |
42,949 4,834 | ||
7,996
1,644 (116) | 9,060
2,564 (240) | 10,798
2,716 290 | 33,058
4,151 (552) | 47,783
13,187 96 | ||
1,528 1,642 -
(114)
92,966 (453) (74,434) | 2,324 1,445 -
879
93,784 (250) (69,360) | 3,006 1,083 388
1,535
90,885 1,119 (83,250) | 3,599 5,210 3,997
(5,608)
92,966 (453) (74,434) | 13,283 4,285 5,479
3,519
90,885 1,119 (77,544) | ||
11
12 13 | 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. Previous period / year figures have been re-grouped and/or re-arranged to conform with the current period. 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. | |||||
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
Mumbai Date: 21st May, 2013 Surjeet Singh Managing Director & CEO For further details on the results, please visit our website: www.subex.com | ||||||