REG - Subex Limited - Outcome of the Board Meeting held on Nov 12, 2014 <Origin Href="QuoteRef">SUBX.NS</Origin> - Part 1

SubexAnnouncement

13/11/2014 11:30

RNS Number : 9472W
Subex Limited
13 November 2014
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: 
 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 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 and Six months ended September 30 2014
PART - I
(Rs in Lakhs except per share data)


CONSOLIDATED
Particulars
Three months ended
Preceding 3
months ended
Corresponding
3 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 3
months ended 30/06/2014
Corresponding
3 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 3
months ended 30/06/2014
Corresponding
3 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 3
months ended 30/06/2014
Corresponding
3 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 3
months ended 30/06/2014
Corresponding
3 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 3
months ended
Corresponding
3 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 3
months ended
Corresponding
3 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

This information is provided by RNS
The company news service from the London Stock Exchange
  END
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