13 Nov 2014 10:24
November 13, 2014
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LSDear Sirs
Sub: Outcome of the Board Meeting held on November 12, 2014
Please be informed that the following important item was discussed and approved at the Board Meeting held today:
Ø Approval of the unaudited standalone and consolidated Financial Results of the Company for the quarter/ half year ended September 30, 2014
We request you to take the aforesaid notification on record.
Yours faithfully
For and on behalf ofSubex Limited
Ganesh K V
Chief Financial Officer, Global Head - 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 Six months ended September 30 2014 | |||||||||||||||
PART - I | (Rs in Lakhs except per share data) | ||||||||||||||
CONSOLIDATED | |||||||||||||||
| Particulars | Three months ended | Preceding 3months ended | Corresponding3 months ended | For the half year ended | For the half year ended | Previous year ended | ||||||||
30/09/2014 | 30/06/2014 | 30/09/2013 | 30/09/2014 | 30/09/2013 | 31/03/2014 | ||||||||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||||||
1 | Income From Operations | ||||||||||||||
Net Sales/ Income From Operations | 9,050 | 6,518 | 8,544 | 15,568 | 16,320 | 34,005 | |||||||||
Total Income From Operations (Net) | 9,050 | 6,518 | 8,544 | 15,568 | 16,320 | 34,005 | |||||||||
2 | Expenses | ||||||||||||||
(a) | Cost of Hardware, Software & Services | 494 | 131 | 285 | 625 | 468 | 956 | ||||||||
(b) | Employee Benefits Expense and Sub-contract charges | 4,279 | 4206 | 4,576 | 8,485 | 8,968 | 17,929 | ||||||||
(c) | Other Expenditure | 1,927 | 1772 | 1,595 | 3,699 | 3,278 | 6,893 | ||||||||
(d) | Depreciation and Amortisation Expense (Refer Note 9) | 101 | 122 | 60 | 223 | 126 | 248 | ||||||||
(e) | Exchange Fluctuation (Gain)/Loss-Net | (343) | 733 | 305 | 390 | (786) | 1,677 | ||||||||
Total Expenses | 6,458 | 6,964 | 6,821 | 13,422 | 12,054 | 27,703 | |||||||||
3 | Profit / (Loss) From Operations before Other Income, Finance Costs and Exceptional Items (1-2) | 2,592 | (446) | 1,723 | 2,146 | 4,266 | 6,302 | ||||||||
4 | Other Income | 1 | 11 | 40 | 12 | 47 | 450 | ||||||||
5 | Profit / (Loss) From Ordinary Activities before Finance Costs and Exceptional Items (3+4) | 2,593 | (435) | 1,763 | 2,158 | 4,313 | 6,752 | ||||||||
6 | Finance Costs | ||||||||||||||
(a) | Interest on FCCB ( Refer Note 5c) | 850 | 846 | 863 | 1,696 | 1,640 | 3,422 | ||||||||
(b) | Interest on Term Loan ( Refer Note 8) | 214 | 197 | 215 | 411 | 405 | 840 | ||||||||
(c) | Other Borrowing Cost | 473 | 515 | 593 | 988 | 1,278 | 2,486 | ||||||||
7 | Profit / (Loss) From Ordinary Activities after Finance Costs but before Exceptional Items (5+6) | 1,056 | (1,993) | 92 | (937) | 990 | 4 | ||||||||
8 | Exceptional Items (Net Expense) (Refer Note 2) | - | - | - | - | - | 220 | ||||||||
9 | Profit / (Loss) From Ordinary Activities before Tax (7+8) | 1,056 | (1,993) | 92 | (937) | 990 | (216) | ||||||||
10 | Tax Expense (Net) | 94 | 67 | (64) | 161 | 93 | 945 | ||||||||
11 | Net Profit / (Loss) From Ordinary Activities after Tax (9+10) | 962 | (2,060) | 156 | (1,098) | 897 | (1,161) | ||||||||
12 | Paid up Share Capital | ||||||||||||||
- Equity (Face value of Rs. 10/-) | 16,910 | 16,910 | 16,664 | 16,910 | 16,664 | 16,664 | |||||||||
13 | Reserve excluding Revaluation Reserve as per balance sheet of previous accounting year | - | - | - | - | - | 698 | ||||||||
14 | Earnings / (Loss) per share (of Rs. 10/- each) (not annualised in case of the interim periods): | ||||||||||||||
Basic | 0.57 | (1.22) | 0.09 | (0.65) | 0.54 | (0.70) | |||||||||
Diluted | 0.57 | (1.22) | 0.09 | (0.65) | 0.54 | (0.70) | |||||||||
PART - II
| |||||||||||||||
A | PARTICULARS OF SHAREHOLDING | ||||||||||||||
1 | Aggregate of Public shareholding:* | ||||||||||||||
Number of shares (Refer note 5(b)) | 163,882,320 | 162,382,320 | 153,182,840 | 163,882,320 | 153,182,840 | 158,366,608 | |||||||||
Percentage of holding (to total shareholding) | 96.92% | 96.03% | 91.92% | 96.92% | 91.92% | 95.04% | |||||||||
2 | Promoters and promoter group (Refer Note 10) | ||||||||||||||
Shareholding | |||||||||||||||
a) Pledged/Encumbered | |||||||||||||||
- Number of shares | 4,974,044 | 4,974,044 | 6,474,044 | 4,974,044 | 6,474,044 | 6,474,044 | |||||||||
- Percentage of shares (as a % of the total shareholding of promoter and promoter group) | 100.00%
| 76.83%
| 100.00%
| 100.00%
| 100.00%
| 100.00%
| |||||||||
- Percentage of shares (as a% of the total share capital of the company) | 2.94%
| 2.94%
| 3.89%
| 2.94%
| 3.89%
| 3.89%
| |||||||||
b) Non-encumbered
| |||||||||||||||
- Number of shares | - | 1,500,000 | - | - | - | - | |||||||||
- Percentage of shares (as a% of the total shareholding of promoter and promoter group) | 0.00%
| 23.17%
| 0.00%
| 0.00%
| 0.00%
| 0.00%
| |||||||||
- Percentage of shares (as a % of the total share capital of the company) | 0.00%
| 0.89%
| 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 | Three months ended 30/09/2014 | Preceding 3months ended 30/06/2014 | Corresponding3 months ended 30/09/2013 | For the half year ended 30/09/2014 | For the half year ended 30/09/2013 | Previous year ended 31/03/2014 | |||||||||
- Number of underlying Equity Shares | 243,207 | 243,207 | 6,983,078 | 243,207 | 6,983,078 | 1,799,310 | |||||||||
- Percentage of Share Holding | 0.14% | 0.14% | 4.19% | 0.14% | 4.19% | 1.08% | |||||||||
Particulars | Three months ended 30/09/2014 |
| |||||||||||||
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 | ||||||||||||||
STATEMENT OF ASSETS AND LIABILITIES | (Rs. in Lakhs) | ||||||||||||||
Particulars |
| As At | As At | ||||||||||||
30/09/2014 | 31/03/2014 | ||||||||||||||
| Unaudited | Audited | |||||||||||||
A | EQUITY AND LIABILITIES | ||||||||||||||
1 | Shareholders' Funds
| ||||||||||||||
(a) | Share Capital | 16,910 | 16,664 | ||||||||||||
(b) | Reserves and Surplus
| (1,624) | 698 | ||||||||||||
Sub-total - Shareholders' funds | 15,286 | 17,362 | |||||||||||||
2 | Non-current Liabilities | ||||||||||||||
(a) | Long-term Borrowings | 59,311 | 60,245 | ||||||||||||
(b) | Deferred Tax Liabilities(net) | - | - | ||||||||||||
(c) | Other Long-term Liabilities | 8,268 | 5,546 | ||||||||||||
(d) | Long-term Provisions | 672 | 602 | ||||||||||||
Sub-total - Non-current liabilities | 68,251 | 66,393 | |||||||||||||
3 | Current Liabilities | ||||||||||||||
(a) | Short-term Borrowings | 17,441 | 16,016 | ||||||||||||
(b) | Trade Payables - Other than Acceptances | 5,771 | 5,253 | ||||||||||||
(c) | Other Current Liabilities | 3,378 | 4,061 | ||||||||||||
(d) | Short-term Provisions | 392 | 349 | ||||||||||||
Sub-total - Current liabilities | 26,982 | 25,679 | |||||||||||||
TOTAL - EQUITY AND LIABILITIES (1+2+3) | 110,519 | 109,434 | |||||||||||||
B | ASSETS
| ||||||||||||||
1 | Non-current Assets | ||||||||||||||
(a) | Fixed Assets | 702 | 598 | ||||||||||||
(b) | Goodwill on Consolidation | 85,642 | 85,642 | ||||||||||||
(c) | Deferred Tax Assets (Net) | - | - | ||||||||||||
(d) | Long-term Loans & Advances | 2,455 | 2,412 | ||||||||||||
(e) | Other Non-current Assets | 734 | 1,425 | ||||||||||||
Sub-total - Non-current assets | 89,533 | 90,077 | |||||||||||||
2 | Current Assets | ||||||||||||||
(a) | Trade Receivables | 12,711 | 10,058 | ||||||||||||
(b) | Cash and Bank Balances | 2,954 | 4,793 | ||||||||||||
(c) | Short-term Loans & Advances | 1,236 | 949 | ||||||||||||
(d) | Other Current Assets | 4,085 | 3,557 | ||||||||||||
Sub-total - Current assets | 20,986 | 19,357 | |||||||||||||
TOTAL - ASSETS (1+2) | 110,519 | 109,434 | |||||||||||||
Notes :
| |||||||||||||||
1 | The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on November 12, 2014. The Statutory Auditors have carried out a 'Limited Review' of the same. | ||||||||||||||
2 | Exceptional items comprise - Rs. in Lakhs) | ||||||||||||||
Particulars | Three months ended 30/09/2014 | Preceding 3months ended 30/06/2014 | Corresponding3 months ended 30/09/2013 | For the half year ended 30/09/2014 | For the half year ended 30/09/2013 | Previous year ended 31/03/2014 | |||||||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | 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 | Summary of key standalone financial results is as follows: | ||||||||||||||
(Rs in Lakhs) | |||||||||||||||
Particulars | Three months ended 30/09/2014 | Preceding 3months ended 30/06/2014 | Corresponding3 months ended 30/09/2013 | For the half year ended 30/09/2014 | For the half year ended 30/09/2013 | Previous year ended 31/03/2014 | |||||||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||||||
Net Sales/ Income from Operations | 7,754 | 5,442 | 7,246 | 13,196 | 13,824 | 29,367 | |||||||||
Profit / (Loss) from ordinary activities before tax | (492) | (2,020) | (442) | (2,512) | 179 | (2,806) | |||||||||
Profit / (Loss) from ordinary activities after tax | (521) | (2,029) | (14) | (2,550) | 527 | (2,953) | |||||||||
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, 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 except per share data) | |||||||||||||||
Particulars | Three months ended 30/09/2014 | Preceding 3months ended 30/06/2014 | Corresponding3 months ended 30/09/2013 | For the half year ended 30/09/2014 | For the half year ended 30/09/2013 | Previous year ended 31/03/2014 | |||||||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||||||
Other Expenditure would have been higher by | - | - | 81 | - | 81 | 81 | |||||||||
Net (loss) / profit would have been (higher) / lower by | - | - | (81) | - | (81) | (81) | |||||||||
Earnings / ( Loss) per share would have been | |||||||||||||||
-Basic | 0.57 | (1.22) | 0.05 | (0.65) | 0.49 | (0.75) | |||||||||
- Diluted | 0.57 | (1.22) | 0.05 | (0.65) | 0.49 | (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. 56.06/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) | During 2012-13 and the quarter ended June 30, 2014, FCCB's III with a face value of US$ 3.25 Million and US$ 1 Million, respectively, were converted into 79,93,931 and 24,59,609 equity shares, respectively. The conversion recorded during the prior quarter, has been intimated and updated by the Registrar on July 08, 2014.The face value of FCCB's outstanding as on September 30, 2014 are as follows : | ||||||||||||||
Particulars | US$ Million | Rs. in Lakhs |
| ||||||||||||
FCCB I | 1.00 | 617 | |||||||||||||
FCCB II | 1.40 | 865 | |||||||||||||
FCCB III | 87.15 | 53,815 | |||||||||||||
Total | 89.55 | 55,297 | |||||||||||||
5(c) | At the bond holders meetings held on January 04, 2013 , January 03, 2014 and July 04, 2014 , gross interest on FCCB III for the periods from July 2012- June 2013 , July 2013- December 2013, January 2014- June 2014 and July 2014 -January 2015 amounting to US$ 5.60 Million , US$ 2.85 Million $ 2.82 Million and $2.83 Million respectively, aggregating to US $ 11.27 Million (Rs. 6,959 Lakhs) was deferred till redemption date of the said bonds, being July 07, 2017. Accordingly, interest on FCCBs III included under finance costs in the above results and as furnished here under is due for payment on July 07, 2017. | ||||||||||||||
(Rs. in Lakhs) | |||||||||||||||
Particulars | Three Months ended | Preceding 3months ended | Corresponding3 months ended | For the half year ended | For the half year ended | Previous Year ended | |||||||||
30/09/2014 | 30/06/2014 | 30/09/2013 | 30/09/2014 | 30/09/2013 | 31/03/2014 | ||||||||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||||||||||
Interest on FCCBs III | 831 | 833 | 763 | 1,664 | 1,611 | 3,006 | |||||||||
6 | During the year ended March 31, 2014 , 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 March 31, 2015, and accordingly no provision is considered necessary as at Sep 30, 2014. This is a 'matter of emphasis' in the Limited Review Report | ||||||||||||||
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 | Interest on term loan includes the below interest which is due to be paid in August/September 2016: | ||||||||||||||
(Rs in Lakhs) | |||||||||||||||
Particulars | Three months ended | Preceding 3months ended | Corresponding3 months ended | For the half year ended | For the half year ended | Previous year ended | |||||||||
30/09/2014 | 30/06/2014 | 30/09/2013 | 30/09/2014 | 30/09/2013 | 31/03/2014 | ||||||||||
Interest on Term Loan | 67 | 163 | 112 | 230 | 218 | 408 | |||||||||
9 | 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 half year and quarter ended September 30, 2014 is higher by Rs.92 Lakhs and Rs. 41 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. | ||||||||||||||
10 | Detail of Promoters and promoter group shareholding is as per reports furnished by the Registrar and Transfer Agents of the Company. | ||||||||||||||
11 | Previous period / year figures have been re-grouped and/or re-arranged to confirm with the current period. | ||||||||||||||
12 | 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: 12th November, 2014 Surjeet Singh Managing Director & CEO
For further details on the results, please visit our website: www.subex.com | |||||||||||||||