3 Nov 2015 14:44
RNS Number : 3976E
Subex Limited
03 November 2015
November 03, 2015
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sirs,
Sub: Outcome of the Board Meeting held on November 02, 2015
Please be informed that the following important item was discussed and approved at the Board Meeting held on November 02, 2015
Ø Approval of the unaudited standalone and consolidated Financial Results of the Company for the quarter and half year ended September 30, 2015
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
SUBEXLTD Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560037 Statement of Consolidated Unaudited Results for the quarter and six months ended September 30, 2015 | |||||||
PART I | ( Rs.in Lakhs unless otherwisestated) | ||||||
Particulars | Consolidated | ||||||
3 monthsended September30, | Preceeding 3months ended June30, | Corresponding 3 months ended September30, | Year to date figures for the six months ended September30, | Previous year ended March31, | |||
2015 | 2015 | 2014 | 2015 | 2014 | 2015 | ||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||
1 | Income fromoperations | ||||||
Net sales/ income fromoperations | 7,954 | 7,351 | 9,050 | 15,305 | 15,568 | 35,983 | |
Total income from operations(net) | 7,954 | 7,351 | 9,050 | 15,305 | 15,568 | 35,983 | |
2 | Expenses | ||||||
(a) | Cost of hardware, software and supportcharges | 77 | 19 | 387 | 96 | 402 | 1,664 |
(b) | Employee benefits expense and sub- contractcharges | 4,287 | 4,534 | 4,279 | 8,821 | 8,485 | 16,376 |
(refer note7) | |||||||
(c) | Otherexpenditure | 1,883 | 1,760 | 2,034 | 3,643 | 3,922 | 8,685 |
(d) | Depreciation and amortisationexpense | 105 | 102 | 101 | 207 | 223 | 402 |
(e) | Exchange fluctuation (gain)/loss(net) | (228) | 1,176 | (343) | 948 | 390 | 1,250 |
Totalexpenses | 6,124 | 7,591 | 6,458 | 13,715 | 13,422 | 28,377 | |
3 | Profit/(Loss) from operations before other income, finance costs and tax(1-2) | 1,830 | (240) | 2,592 | 1,590 | 2,146 | 7,606 |
4 | Otherincome | 11 | 33 | 1 | 44 | 12 | 97 |
5 | Profit/(Loss) from ordinary activities before finance costs and tax(3+4) | 1,841 | (207) | 2,593 | 1,634 | 2,158 | 7,703 |
6 | Financecosts | ||||||
(a) | Interest on FCCBs (net) (refer note 3 (b) &(d)) | (924) | (475) | 850 | (1,399) | 1,696 | 3,352 |
(b) | Interest on termloan | 244 | 231 | 214 | 475 | 411 | 850 |
(c) | Other financecosts | 324 | 312 | 473 | 636 | 988 | 1,902 |
Total financecosts | (356) | 68 | 1,537 | (288) | 3,095 | 6,104 | |
7 | Profit/(Loss) from ordinary activities after finance costs before tax(5-6) | 2,197 | (275) | 1,056 | 1,922 | (937) | 1,599 |
8 | Tax expense(net) | 637 | 200 | 94 | 837 | 161 | 578 |
9 | Net Profit/(Loss) for the period/year(7-8) | 1,560 | (475) | 962 | 1,085 | (1,098) | 1,021 |
Particulars | 3 monthsended September30, | Preceeding 3months ended June30, | Corresponding 3 months ended September30, | Year to date figures for the six months ended September30, | Previous year ended March31, | ||
2015 | 2015 | 2014 | 2015 | 2014 | 2015 | ||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||
10 | Paid up sharecapital - Equity (face value of Rs.10/-) Reserves excluding revaluation reserves as per balance sheet of previous accountingyear Earnings/(Loss) per share (of Rs.10/- each) (not annualised in case of the interimperiods): - Basic - Diluted | ||||||
26,402 | 19,891 | 16,910 | 26,402 | 16,910 | 18,292 | ||
11 | |||||||
- | - | - | - | - | 2,612 | ||
12 | |||||||
(a) | 0.73 | (0.24) | 0.57 | 0.53 | (0.65) | 0.59 | |
(b) | 0.59 | (0.24) | 0.57 | 0.53 | (0.65) | 0.59 | |
PARTII | |||||||
3 monthsended September30, | Preceeding 3months ended June30, | Corresponding 3 months ended September30, | Year to date figures for the six months ended September30, | Previous year ended March31, | |||
2015 | 2015 | 2014 | 2015 | 2014 | 2015 | ||
A | PARTICULARS OFSHAREHOLDING Public shareholding:* (Refer Note3(f)) - Number ofshares - Percentage of shareholding (to totalshareholding) Promoters and promoter group shareholding (Refer Note6) Pledged/Encumbered - Number ofshares - Percentage of shares (as a % of the total shareholding of promoter and promotergroup) - Percentage of shares (as a % of the total sharecapital of the company) Non-encumbered - Number ofShares - Percentage of shares (as a % of the total shareholding of promoter and promotergroup) - Percentage of shares (as a % of the total sharecapital of thecompany) * Total public shareholding as defined under clause 40A of the listing agreement (excludes underlying shares forGDRs) Global DepositoryReceipts - Number of underlying equityshares - Percentage of shareholding | ||||||
1 | |||||||
242,536,381 | 197,692,784 | 163,882,320 | 242,536,381 | 163,882,320 | 180,106,578 | ||
99.50% | 99.39% | 96.92% | 99.50% | 96.92% | 99.33% | ||
2 | |||||||
(a) | |||||||
974,044 | 974,044 | 4,974,044 | 974,044 | 4,974,044 | 974,044 | ||
100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ||
0.40% | 0.49% | 2.94% | 0.40% | 2.94% | 0.54% | ||
(b) | |||||||
- | - | - | - | - | - | ||
0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||
0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||
3 | |||||||
243,207 | 243,207 | 243,207 | 243,207 | 243,207 | 243,207 | ||
0.10% | 0.12% | 0.14% | 0.10% | 0.14% | 0.13% | ||
B | INVESTORCOMPLAINTS | ||||||
Particulars | 3 Monthsended September 30,2015 | ||||||
Pending at the beginning of thequarter | Nil | ||||||
Received during thequarter | Nil | ||||||
Disposed off during thequarter | Nil | ||||||
Remaining unresolved at the end of thequarter | Nil | ||||||
SUBEXLTD Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560037 Statement of consolidated assets andliabilities | (Rs.in Lakhs unless otherwisestated) | ||
Asat | Asat | ||
Particulars | September30,2015 | March 31,2015 | |
Unaudited | Audited | ||
A | EQUITY ANDLIABILITIES | ||
1 | Shareholders'Funds | ||
(a) | Sharecapital | 26,402 | 18,292 |
(b) | Reserves andsurplus | 7,702 | 2,612 |
Sub-total - Shareholders'funds | 34,104 | 20,904 | |
2 | Non-currentLiabilities | ||
(a) | Long-termborrowings | 44,488 | 57,769 |
(b) | Other long-termliabilities | 8,103 | 9,320 |
(c) | Long-termprovisions | 308 | 320 |
Sub-total - Non-currentliabilities | 52,899 | 67,409 | |
3 | CurrentLiabilities | ||
(a) | Short-termborrowings | 11,462 | 12,507 |
(b) | Trade payables - other thanacceptances | 2,069 | 3,414 |
(c) | Other currentliabilities | 11,014 | 8,601 |
(d) | Short-termprovisions | 816 | 545 |
Sub-total - Currentliabilities | 25,361 | 25,067 | |
TOTAL - EQUITY AND LIABILITIES(1+2+3) | 112,364 | 113,380 | |
B | ASSETS | ||
1 | Non-currentassets | ||
(a) | Fixedassets | 745 | 818 |
(b) | Goodwill onconsolidation | 85,642 | 85,642 |
(c) | Long-term loans &advances | 2,842 | 2,568 |
Sub-total - Non-currentassets | 89,229 | 89,028 | |
2 | CurrentAssets | ||
(a) | Tradereceivables | 13,030 | 12,302 |
(b) | Cash and bankbalances | 5,028 | 5,651 |
(c) | Short-term loans &advances | 1,282 | 1,103 |
(d) | Other currentassets | 3,795 | 5,296 |
Sub-total - currentassets | 23,135 | 24,352 | |
TOTAL - ASSETS(1+2) | 112,364 | 113,380 | |
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 2, 2015. | ||||||
2 | The Financial Results of Subex Limited (StandaloneInformation): | (Rs.inLakhs) | |||||
Particulars | 3 monthsended September30, | Preceeding 3months ended June30, | Corresponding3 months ended September30, | Year to date figures for the six months ended September30, | Previous year ended March31, | ||
2015 | 2015 | 2014 | 2015 | 2014 | 2015 | ||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||
Net sales/ income fromoperations | 7,274 | 6,430 | 7,754 | 13,704 | 13,196 | 30,567 | |
Profit/(Loss) from ordinary activities beforetax | 1,596 | 447 | (492) | 2,043 | (2,512) | (2,685) | |
Profit/(Loss) from ordinary activities aftertax | 1,298 | 397 | (521) | 1,695 | (2,550) | (2,840) | |
3 | (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 was 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. (b) The bond holders in their respective meetings have approved the deferral of aggregate interest of US$ 11.22 Million ( Rs.7,356.23 Lakhs) in respect of FCCBs III for the period July 6, 2012 to January 5,2016tillredemptiondateof thebonds,beingJuly07,2017.Accordingly,interestonFCCBsIII includedunderfinancecostsintheaboveresultsisdueforpaymentonJuly07,2017. (c) The Board in its meeting held on May 14, 2015 has approved the reset of conversion price of the FCCBs III, which are convertible into equity shares of the Company, from Rs. 22.79 to Rs.13.00 per equity share. Subsequently, the reset of the conversion price has been approved by the shareholders in the annual general meeting held on June 19, 2015 and the bondholders in their meeting held on August 5, 2015. The Board in its meeting held on August 26, 2015 has approved August 26, 2015 as the effective date of reset of conversion price of Rs. 13 per share and that such conversion of all the FCCBs into equity shares shall be undertaken no later than November 30, 2015. As a result of the aforesaid reset of conversion price, the said bonds with outstanding face value of US $ 59.93 Million as at September 30, 2015 would potentially be converted into 258,411,245 equity shares at an exchange rate of Rs.56.05 with a conversion price of Rs.13 per equity share. (d) Interest on FCCBs for the quarter and six months ended September 30, 2015 is net of reversal of interest accrued but not due amounting to Rs. 1,715.49 Lakhs and Rs.2,897.55 Lakhs respectively (Quarter and six months ended September 30, 2014: Rs. Nil and Rs.Nil respectively) in relation to FCCBs III which has been written back as the same is considered no longer payable due to the conversion of FCCBs III with a face value of US$ 15.10 Million during the quarter ended September 30, 2015 and US$ 6.50 Million during the quarter ended June 30, 2015 and US$ 9.87 Million into equity shares of the Company during the period September 2012 to March 31, 2015. (e) The face value of FCCBs outstanding as on September 30, 2015 is asfollows: | ||||||
Particulars | US$Million | Rs. inLakhs | |||||
FCCBsI | 1.00 | 656 | |||||
FCCBsII | 1.40 | 918 | |||||
FCCBsIII | 59.93 | 39,307 | |||||
Total | 62.33 | 40,881 | |||||
Of the outstanding FCCBs III of US$ 91.40 Million as of July 2012, US$ 31.47 Million have been converted till the quarter and six months ended September 30, 2015. | |||||||
Financial year/period | FCCBs converted US$Million | Conversionrate | Conversionprice | No. of equityshares | |||
2012-13 | 3.25 | Rs.56.0545 | Rs.22.79 | 7,993,931 | |||
2014-15 | 6.62 | Rs.56.0545 | Rs.22.79 | 16,282,613 | |||
Quarter ended June 30,2015 | 6.50 | Rs.56.0545 | Rs.22.79 | 15,987,461 | |||
Quarter ended September 30,2015 | 15.10 | Rs.56.0545 | Rs.13.00 | 65,109,454 | |||
(f) With regard to conversion of 20,265,857 equity shares during the quarter and six months ended September 30, 2015 and 1,598,745 equity shares during the year ended March 31, 2015 as the conversion was recorded by the registrar on October 15, 2015 and April 10, 2015 respectively, it has not been included in part II ( Particulars of shareholding) above. | |||||||
4 5 6 7 8 9 10 | During the financial year ended March 31, 2015, 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 projected cash flows as prepared by the management and accordingly, no impairment loss was required to be recognised. The management continues to believe that, based on its assessment, there is no impairment of such goodwill as at September 30, 2015. This is an ‘Emphasis of Matter’ in the Limited Review Report of the Statutory Auditors on the Unaudited Consolidated Results. The Company has only single business segment with respect to software products and related services and hence has not made any additional segment disclosures. Details of Promoters and promoter group shareholding are as per the reports furnished by the Registrar and Transfer Agents of the Company. Employeebenefitsexpenseandsub-contractchargesforthequartersendedSeptember30,2015andSeptember30,2014isnetof reversalof provisionnolongerrequired,inrespectof employee incentives,amountingtoRs.384LakhsandRs.Nil,respectivelyandthatforthesixmonthsendedSeptember30,2015,September30,2014andtheyearendedMarch31,2015amountingtoRs.453Lakhs,Rs.287 Lakhs and Rs. 1,191 Lakhs,respectively. Pursuant to the approval of the Board of Directors, the Company has discontinued the operations of two of its subsidiaries with effect from April 01, 2013. The details of unaudited/audited results of the discontinued business consolidated in the above results are as follows: | ||||||
Particulars | 3 monthsended September30, | Preceeding 3months ended June30, | Corresponding3 months ended September30, | Year to date figures for the six months ended September30, | Previous year ended March31, | ||
2015 | 2015 | 2014 | 2015 | 2014 | 2015 | ||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||
Totalincome | - | - | - | - | - | - | |
(Loss) /Profit beforetax | (1.31) | (0.90) | 18.15 | (2.21) | (81.32) | (474.18) | |
Profit/(Loss) aftertax | 1.62 | (0.91) | 17.92 | 0.71 | (81.59) | (479.80) | |
The figures of the previous period up to March 31, 2015 were audited/ reviewed by a firm of Chartered Accountants other than S.R. Batliboi & Associates LLP. Previous period/year figures have been regrouped/ reclassified, wherever necessary to confirm to current period’s classification. 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 theBoard Mumbai SurjeetSingh Date: November02,2015 Managing Director &CEO For further details on the results, please visit our website: www.subex.com | |||||||
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