REG - Subex Limited - Outcome of the Board Meeting and 20th AGM <Origin Href="QuoteRef">SUBX.NS</Origin> - Part 1

SubexAnnouncement

29/10/2014 13:03

RNS Number : 1907P
Subex Limited
14 August 2014
August 14, 2014
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sirs
Sub: Outcome of the Board Meeting and Twentieth Annual General Meeting held on August 14, 2014
Please be informed that the following important items were discussed and approved at the Board Meeting held at the registered office of the Company today: 
 Approval of the unaudited standalone and consolidated Financial Results of the Company for the quarter ended June 30, 2014.
 Re-appointment of Mr. Surjeet Singh as the Managing Director & CEO of the Company, for a period of one year from October 5, 2014 to hold office until October 4, 2015 as per the terms of appointment.
Please be informed that the following important items were approved by the members at the Twentieth Annual General Meeting held at the registered office of the Company today: 
 Adoption of Audited Annual Accounts consisting of Balance Sheet as at March 31, 2014, Profit and Loss Account for the year ended March 31, 2014, the Report of Board of Directors and Statutory Auditors thereon
 Re-appointment of Mr. Karthikeyan Muthuswamy , being Director retiring by rotation, as the Director of the Company
 Re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors and fixing their remuneration
 Re-appointment of Mr. Surjeet Singh as the Managing Director & CEO of the Company, for a period of one year from October 5, 2013 to hold office until October 4, 2014 as per the terms of appointment
 Appointment of Mr. Anil Singhvi as an Independent Director
 Appointment of Mr. Sanjeev Aga as an Independent Director
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 & Company Secretary
SUBEX LTD
Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560 037
Statement of Consolidated Unaudited Results for the Quarter ended June 30 2014
PART - I
(Rs in lakhs except as per share data)
CONSOLIDATED
Particulars
Three Months ended
Preceding 3
months ended
Corresponding
3 months ended
For the year ended
30/06/2014
31/03/2014
30/06/2013
31/03/2014
Unaudited
Unaudited
Refer Note 12
Unaudited
Audited
1
Income From Operations
Net Sales/ Income From Operations
 6,518
 8,541
 7,776
 34,005
Total Income From Operations (Net)
 6,518
 8,541
 7,776
 34,005
2
Expenses
(a)
Cost of Hardware, Software & Services
 131
 286
 183
 956
(b)
Employee Benefits Expense and Sub-contract charges
 4,206
 4,417
 4,392
 17,929
(c)
Other Expenditure
 1,792
 2,041
 1,683
 6,893
(d)
Depreciation and Amortisation Expense (Refer Note 9)
 122
 63
 66
 248
(e)
Exchange Fluctuation (Gain)/Loss-Net
 733
 1,084
 (1,092)
 1,677
Total Expenses
 6,984
 7,891
 5,232
 27,703
3
Profit / (Loss) From Operations before Other Income, Finance costs and Exceptional items (1-2)
 (466)
 650
 2,544
 6,302
4
Other Income
 31
 578
 7
 450
5
Profit / (Loss) From Ordinary activities before Finance costs and Exceptional items (3+4)
 (435)
 1,228
 2,551
 6,752
6
Finance Costs
(a)
Interest on FCCB ( Refer Note 5c)
 846
 886
 777
 3,422
(b)
Interest on Term Loan ( Refer Note 8)
 197
 219
 190
 840
(c)
Other Borrowing Cost
 515
 558
 685
 2,486
7
Profit / (Loss) From Ordinary activities after Finance costs but before Exceptional items (5+6)
 (1,993)
 (435)
 899
 4
8
Exceptional Items (Net Expense) (Refer Note 2)
 -
 220
 -
 220
9
Profit / (Loss) From Ordinary activities before Tax (7+8)
 (1,993)
 (655)
 899
 (216)
10
Tax Expense (Net)
 67
 561
 157
 945
11
Net Profit / (Loss) From Ordinary activities after Tax (9+10)
(Refer Note 4 )
 (2,060)
 (1,216)
 742
 (1,161)
CONSOLIDATED
Particulars
Three Months ended
Preceding 3
months ended
Corresponding
3 months ended
For the year ended
30/06/2014
31/03/2014
30/06/2013
31/03/2014
Unaudited
Unaudited
Refer Note 12
Unaudited
Audited
12
Paid up Share Capital
 - Equity (Face value of Rs. 10/-)
 16,910
 16,664
 16,664
 16,664
13
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year
 -
 -
 -
 698
14
Earnings per share (before extraordinary items) (of Rs. 10/- each) (not annualised in case of the interim periods):
Basic
 (1.22)
 (0.73)
 0.44
 (0.70)
Diluted
 (1.22)
 (0.73)
 0.44
 (0.70)
PART - II
A
PARTICULARS OF SHAREHOLDING
1
Aggregate of Public shareholding:*
Number of shares (Refer note 5(b))
 162,382,320
 158,366,608
 153,182,840
 158,366,608
Percentage of holding (to total shareholding)
96.03%
95.04%
91.92%
95.04%
2
Promoters and promoter group (Refer Note 10)
Shareholding
a) Pledged/Encumbered
- Number of shares
 4,974,044
 6,474,044
 6,474,044
 6,474,044
- Percentage of shares (as a % of the total shareholding of
76.83%
100.00%
100.00%
100.00%
promoter and promoter group)
- Percentage of shares (as a% of the total share capital of the
2.94%
3.89%
3.89%
3.89%
company)
b) Non-encumbered
- Number of Shares
 1,500,000
 -
 -
 -
- Percentage of shares (as a% of the total shareholding of
23.17%
0.00%
0.00%
0.00%
promoter and promoter group)
- Percentage of shares (as a % of the total share capital of the
0.89%
0.00%
0.00%
0.00%
company)
* Total public shareholding as defined under clause 40A of the listing agreement (excludes underlying shares for GDRs)
Global Depository Reciepts
Three Months ended 30/06/2014
Preceding 3
months ended 31/03/2014
Corresponding
3 months ended 30/06/2013
For the year ended 31/03/2014
- Number of underlying Equity Shares
 243,207
 1,799,310
 6,983,078
 1,799,310
- Percentage of Share Holding
0.14%
1.08%
4.19%
1.08%
Particulars
Three Months ended 30/06/2014
B
INVESTOR COMPLAINTS
Pending at the beginning of the quarter
Nil
Received during the quarter
1
Disposed off during the quarter
1
Remaining unresolved at the end of the quarter
Nil
Notes :
1
The above results have been reviewed by the Audit Committee in their meeting held on August 11, 2014 and the same is approved by the Board of Directors in their meeting held on August 14, 2014. The statutory auditors have carried out a 'Limited Review' of the same.
2
Exceptional items comprise -
(Rs. in Lakhs)
Particulars
Three Months ended 30/06/2014
Preceding 3
months ended 31/03/2014
Corresponding
3 months ended 30/06/2013
For the year ended 31/03/2014
Unaudited
Unaudited
Unaudited
Audited
Exceptional Provision for Doubtful trade and other receivables#
 -
 220
 -
 220
TOTAL
 -
 220
 -
 220
#Represents provisions relating to Services Segment discontinued with effect from April 01,2013
3
Summary of key standalone financial results is as follows:
(Rs in Lakhs)
Particulars
Three Months ended 30/06/2014
Preceding 3
months ended 31/03/2014
Corresponding
3 months ended 30/06/2013
For the year ended 31/03/2014
Unaudited
Unaudited
Unaudited
Audited
Net Sales/ Income from Operations
 5,442
 7,340
 6,578
 29,367
Profit / (Loss) from ordinary activities before tax
 (2,020)
 (2,314)
 620
 (2,806)
Profit / (Loss) from ordinary activities after tax
 (2,029)
 (2,681)
 540
 (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 as per share data)
Particulars
Three Months ended 30/06/2014
Preceding 3
months ended 31/03/2014
Corresponding
3 months ended 30/06/2013
For the year ended 31/03/2014
Unaudited
Unaudited
Unaudited
Audited
Other Expenditure would have been higher by
 -
 -
 -
81
Net (loss) / profit would have been (higher) / lower by
 -
 -
 -
(81)
Earnings / ( Loss) Per Share would have been
-Basic
 (1.22)
 (0.73)
 0.44
 (0.75)
- Diluted
 (1.22)
 (0.73)
 0.44
 (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 quarter, has been intimated and updated by the Registrar on July 08, 2014.
The face value of FCCB's outstanding as on June 30, 2014 are as follows :
Particulars
US$ Million
Rs. In Lakhs
FCCB I
 1.00
 602
FCCB II
 1.40
 843
FCCB III
 87.15
 52,442
Total
 89.55
 53,887
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 and January 2014- June 2014 amounting to US$ 5.60 million , US$ 2.85 million and $ 2.82 million respectively, aggregating to US $ 10.07 million (Rs. 6,067 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
3 Months ended
Preceding 3
months ended
Corresponding
3 months ended
Year ended
30/06/2014
31/03/2014
30/06/2013
31/03/2014
Unaudited
Unaudited
Unaudited
Audited
Interest on FCCBs III
 833
 844
 696
 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 June 30, 2014. This is a matter of emphasis in the limited review report.
7
The Service business has been discontinued with effect from April 01, 2013, accordingly 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 amounting to Rs.163 Lakhs, Rs. 107 Lakhs, Rs. 95 Lakhs and Rs. 408 Lakhs in respect of the quarters ended June 30, 2014, March 31, 2014, June 30, 2013 and year ended March 31, 2014 respectively is due to be paid in August 21, 2016.
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 quarter ended June 30, 2014 debited to statement of profit and loss is higher by Rs. 51.18 Lakhs. As per provision of Part C of Schedule II of the Companies Act, 2013 an amount of Rs. 9.46 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
Details 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
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.
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.
By Order of the Board
Bangalore
Date: 14th August, 2014
Surjeet Singh
Managing Director & CEO
For further details on the results, please visit our website: www.subex.com

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