13 Feb 2014 07:00
February 13, 2014
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sirs,
Sub: Outcome of the Board Meeting held on February 12, 2014
Please be informed that the following important item was discussed and approved at the Board Meeting held on February 12, 2014:
Ø Approval of the unaudited standalone and consolidated Financial Results of the Company for the quarter and nine months ended December 31, 2013.
We request you to take the aforesaid notification on record.
Yours faithfully,
For and on behalf ofSubex Limited
Ganesh K V
Global Head - Finance, Legal & Company Secretary
SUBEX LTD | |||||||||||
Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560 037 | |||||||||||
Statement of Consolidated Unaudited Results for the Quarter and Nine months ended December 31 2013 | |||||||||||
PART - I |
(Rs. In Lakhs except per share data) | ||||||||||
CONSOLIDATED | |||||||||||
Particulars | 3 Months ended | Preceding 3months ended | Corresponding3 months ended | For the nine months ended | For the nine month ended | Previous Year ended | |||||
31/12/2013 | 30/09/2013 | 31/12/2012 | 31/12/2013 | 31/12/2012 | 31/03/2013 | ||||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||
1 | Income From Operations | ||||||||||
Net Sales/ Income From Operations | |||||||||||
Product & Product related | 9,144 | 8,544 | 8,720 | 25,464 | 22,775 | 30,734 | |||||
Services | - | - | 340 | - | 2,287 | 2,324 | |||||
Total Income From Operations (Net) | 9,144 | 8,544 | 9,060 | 25,464 | 25,062 | 33,058 | |||||
2 | Expenses | ||||||||||
(a) | Cost of Hardware, Software & Services | 202 | 285 | 194 | 670 | 620 | 817 | ||||
(b) | Employee Benefits Expense and Sub-contract charges | 4,544 | 4,576 | 4,910 | 13,512 | 16,483 | 20,669 | ||||
(c) | Other Expenditure | 1,753 | 1,595 | 1,934 | 5,031 | 5,412 | 6,981 | ||||
(d) | Depreciation and Amortisation Expense | 60 | 60 | 97 | 186 | 340 | 427 | ||||
(e) | Exchange Fluctuation (Gain)/Loss-Net | 1,379 | 305 | (352) | 593 | 214 | 655 | ||||
Total Expenses | 7,938 | 6,821 | 6,783 | 19,992 | 23,069 | 29,549 | |||||
3 | Profit / (Loss) From Operations before Other Income, Finance costs and Exceptional items (1-2) | 1,206 | 1,723 | 2,277 | 5,472 | 1,993 | 3,509 | ||||
4 | Other Income | ||||||||||
Miscellaneous Income | 3 | 40 | 47 | 50 | 77 | 89 | |||||
5 | Profit / (Loss) From Ordinary activities before Finance costs and Exceptional items (3+4) | 1,209 | 1,763 | 2,324 | 5,522 | 2,070 | 3,598 | ||||
6 | Finance Costs | ||||||||||
(a) | Interest on FCCB ( Refer Note 10) | 896 | 864 | 781 | 2,536 | 1,436 | 2,212 | ||||
(b) | Interest on Term Loan ( Refer Note 10) | 215 | 215 | 47 | 620 | 74 | 2,612 | ||||
(c) | Other Borrowing Cost | 651 | 592 | 617 | 1,928 | 2,058 | 386 | ||||
7 | Profit / (Loss) From Ordinary activities after Finance costs but before Exceptional items (5+6) | (553) | 92 | 879 | 438 | (1,498) | (1,612) | ||||
8 | Exceptional Items (Net Expense) (Refer Note 2) | - | - | - | - | 3,997 | 3,997 | ||||
9 | Profit / (Loss) From Ordinary activities before Tax (7+8) | (553) | 92 | 879 | 438 | (5,495) | (5,609) | ||||
10 | Tax Expense (Net) (Refer Note 11) | 291 | (64) | 111 | 384 | 343 | 386 | ||||
11 | Net Profit / (Loss) From Ordinary activities after Tax (9+10)(Refer Note 4 ) | (844) | 156 | 768 | 54 | (5,838) | (5,995) | ||||
12 | Paid up Share Capital | ||||||||||
- Equity (Face value of Rs. 10/-) | 16,664 | 16,664 | 15,938 | 16,664 | 15,938 | 16,664 | |||||
13 | Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year | - | - | - | - | - | 5,836 | ||||
14 | Earnings per share (before extraordinary items) (of Rs. 10/- each) (not annualised in case of the interim periods): | ||||||||||
Basic | (0.51) | 0.09 | 0.48 | 0.03 | (4.57) | (4.40) | |||||
Diluted | (0.51) | 0.09 | 0.45 | 0.03 | (4.57) | (4.40) | |||||
PART - II | |||||||||||
A | PARTICULARS OF SHAREHOLDING | ||||||||||
1 | Aggregate of Public shareholding:* | ||||||||||
Number of shares | 158,366,608 | 153,182,840 | 143,920,673 | 158,366,608 | 143,920,673 | 149,946,715 | |||||
Percentage of holding (to total shareholding) | 95.04% | 91.92% | 90.30% | 95.04% | 90.30% | 90.65% | |||||
2 | Promoters and promoter group Shareholding | ||||||||||
a) Pledged/Encumbered | |||||||||||
- Number of shares | 6,474,044 | 6,474,044 | 8,474,044 | 6,474,044 | 8,474,044 | 8,474,044 | |||||
- Percentage of shares (as a % of the total shareholding of promoter and promoter group) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||
Percentage of shares (as a% of the total share capital of the company) | 3.89% | 3.89% | 5.32% | 3.89% | 5.32% | 5.12% | |||||
b) Non-encumbered | |||||||||||
- Number of Shares | - | - | - | - | - | - | |||||
- Percentage of shares (as a% of the total shareholding of promoter and promoter group) | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Percentage of shares (as a % of the total share capital of the company) | 0.00% | 0.00% | 0.00% | 0.00% | 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 31/12/2013 | Preceding 3months ended 30/09/2013 | Corresponding3 months ended 31/12/2012 | For the nine months ended 31/12/2013 | For the nine month ended 31/12/2012 | For the Twelve Months ended 31/03/2013 | |||||
- Number of underlying Equity Shares | 1,799,310 | 6,983,078 | 6,989,399 | 1,799,310 | 6,989,399 | 6,989,399 | |||||
- Percentage of Share Holding | 1.08% | 4.19% | 4.38% | 1.08% | 4.38% | 4.23% | |||||
Particulars | 3 Months ended 31/12/2013 |
| |||||||||
B | INVESTOR COMPLAINTS | ||||||||||
Pending at the beginning of the quarter | Nil | ||||||||||
Received during the quarter | Nil | ||||||||||
Disposed off 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 February 12th, 2014, and the statutory auditors have carried out a 'Limited Review' of the same. | ||||||||||
2 | Exceptional items comprise - | Rs in Lakhs | |||||||||
Particulars | 3 Months ended 31/12/2013 | Preceding 3months ended 30/09/2013 | Corresponding3 months ended 31/12/2012 | For the nine months ended 31/12/2013 | For the nine month ended 31/12/2012 | Previous Year ended 31/03/2013 | |||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||
Goodwill Impariment* | - | - | - | - | 927 | 927 | |||||
Exceptional Provision for Doubtful trade and other receivables** | - | - | - | - | 3,070 | 3,070 | |||||
TOTAL | - | - | - | - | 3,997 | 3,997 | |||||
\* The company had impaired goodwill outstanding in books pertaining to its services business during the year 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 was significant and relevant in understanding the financial performance, it has been disclosed separately under exceptional item. | |||||||||||
3 | Summary of key standalone financial results is as follows: Rs in Lakhs | ||||||||||
Particulars | 3 Months ended 31/12/2013 | Preceding 3months ended 30/09/2013 | Corresponding3 months ended 31/12/2012 | For the nine months ended 31/12/2013 | For the nine month ended 31/12/2012 | Previous Year ended 31/03/2013 | |||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||
Net Sales/ Income from Operations | 8,203 | 7,246 | 7,737 | 22,027 | 19,614 | 26,556 | |||||
Profit / (Loss) from ordinary activities before tax | (671) | (442) | 843 | (492) | (2,821) | (3,457) | |||||
Profit / (Loss) from ordinary activities after tax | (799) | (14) | 843 | (272) | (2,821) | (3,457) | |||||
4 | As permitted under the Proposal approved by the Hon'ble High Court of Karnataka, which was given effect in the year ended 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 31/12/2013 | Preceding 3months ended 30/09/2013 | Corresponding3 months ended 31/12/2012 | For the nine months ended 31/12/2013 | For the nine month ended 31/12/2012 | Previous Year ended 31/03/2013 | |||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||
Revenue would have been lower by | - | - | - | - | 959 | 959 | |||||
Other Expenditure would have been higher by | - | 81 | - | 81 | - | ||||||
Expenses termed as Exceptional Items would have been higher /(lower) by | - | - | - | - | 359 | 359 | |||||
Net (loss) / profit would have been (higher) / lower by | - | (81) | (81) | 1,318 | (1,318) | ||||||
Earnings / ( Loss) Per Share would have been | |||||||||||
-Basic | (0.55) | 0.05 | 0.48 | (0.02) | (5.61) | (5.35) | |||||
- Diluted | (0.55) | 0.05 | 0.45 | (0.02) | (5.61) | (5.35) | |||||
5 | The Company had received a demand of service tax of Rs.3608 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 had filed an appeal contesting the demand before the Central Excise and Service Tax Appellate Tribunal (CESTAT), Bangalore. During the period, CESTAT, without expressing any opinion, has remanded the appeal back to the adjudicating authority and dispensed with the requirement of pre-deposit. | ||||||||||
6 | During the year ended March 31, 2013 , 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 recognized. The Company anticipates achieving its projections by the year end, and accordingly no provision is considered necessary as at December 31, 2013.This is a matter of emphasis in the review report issued by the auditors. | ||||||||||
7 | The excess of the managerial remuneration paid to the directors over the limits prescribed in Schedule XIII of the Companies Act, 1956 for the financial year ended March 31, 2013 amounting to Rs.124 Lakhs is being treated as monies due from such directors, considered as recoverable and being held by them in trust for and behalf of the Company. The Company is in the process of recovering the same. | ||||||||||
8 | SEGMENT REPORTING | ||||||||||
(Rs in Lakhs) | |||||||||||
Consolidated | |||||||||||
3 Months ended | Preceding 3months ended | Corresponding3 months ended | For the nine months ended | For the nine month ended | Previous Year ended | ||||||
31/12/2013 | 30/09/2013 | 31/12/2012 | 31/12/2013 | 31/12/2012 | 31/03/2013 | ||||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||
1 | Segment Revenue: | ||||||||||
(a) | Products & Product related | 9,144 | 8,544 | 8,720 | 25,464 | 22,775 | 30,734 | ||||
(b) | Services ( Refer Note 9) | - | - | 340 | - | 2,287 | 2,324 | ||||
9,144 | 8,544 | 9,060 | 25,464 | 25,062 | 33,058 | ||||||
2 | Segment Profit/(Loss) before tax, interest & exceptional Items | ||||||||||
(a) | Products & Product related | 1,264 | 1,812 | 1,096 | 5,687 | 1,038 | 4,203 | ||||
(b) | Services ( Refer Note 9) | - | - | 1,228 | - | 1,032 | (605) | ||||
1,264 | 1,812 | 2,324 | 5,687 | 2,070 | 3,598 | ||||||
Less: Interest (Net) | 1,762 | 1,671 | 1,445 | 5,084 | 3,568 | 5,210 | |||||
Less : Other Unallocable expenses | 55 | 49 | - | 165 | 3,997 | - | |||||
Less : Exceptional items [Net] | |||||||||||
(a) | Products & Product related | - | - | - | - | - | 3,070 | ||||
(b) | Services | - | - | - | - | - | 927 | ||||
Profit Before Taxation | (553) | 92 | 879 | 438 | (5,495) | (5,609) | |||||
3 | Details of Capital Employed | ||||||||||
(a) Products & Product related | 98,862 | 98,696 | 93,784 | 98,862 | 93,784 | 97,200 | |||||
(b) Services ( Refer Note 9) | 230 | 404 | (250) | 230 | (250) | (267) | |||||
(c) Unallocated | (83,327) | (84,440) | (69,360) | (83,327) | (69,360) | (74,434) | |||||
| 9
| Service line business of the Company has been discontinued with effect from 01.04.2013. The capital employed for the quarter and nine months ended 31/12/2013 with regard to the Services segment represents the balance of trade receivables pending collections. | |||||||||
10 | Interest on FCCB for the quarter and nine months ended 31/12/2013 amounting to Rs. 896 lakhs and 2536 lakhs respectively,(Previous period Rs 781 lakhs and Rs.1436 lakhs respectively) is payable on redemption on 7th July 2017.Interest on term loan for the quarter and nine months ended 31/12/2013 amounting to Rs.108 lakhs and Rs.317 lakhs respectively (Previous period : Rs Nil lakhs and Rs Nil lakhs respectively) is due for payment on 21st August 2016. | ||||||||||
11 | Tax expense for the quarter and nine months ended 31/12/2013 includes a tax charge of Rs 101 lakhs and tax credit (net) of Rs11 lakhs respectively.( Previous period : Rs 7 Lakhs and Rs 27 Lakhs respectively) relating to taxes of prior years. | ||||||||||
12 | Previous period / year figures have been re-grouped and/or re-arranged to conform with the current period. | ||||||||||
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. | ||||||||||
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: 12th February, 2014 | Surjeet Singh | ||||||||||
Managing Director & CEO | |||||||||||
For further details on the results, please visit our website: www.subex.com | |||||||||||