REG - Subex Limited - Result of Meeting <Origin Href="QuoteRef">SUBX.NS</Origin> - Part 1

SubexAnnouncement

05/01/2016 13:14

RNS Number : 3976E
Subex Limited
03 November 2015
 
November 03, 2015
To
TheLondon Stock Exchange
10PaternosterSquare
London
EC4M 7LS 
DearSirs,
Sub:OutcomeoftheBoardMeeting heldonNovember 02, 2015
Please be informed that the following important item was discussed and approved at the Board Meeting held on November 02, 2015 
 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 consolidatedFinancialResultsoftheCompany. 
We requestyou to takethe aforesaid notificationon record.
Yours faithfully
For and on behalfofSubexLimited
Ganesh K V
Chief Financial Officer, Global Head -Legal and CompanySecretary

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 upsharecapital
-Equity (face value ofRs.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 conditionsremaining 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 theFCCBs 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 March31, 2015as 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 managements 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 ConsolidatedResults.
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 periods 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:November02,2015Managing Director &CEO
For further details on the results, please visit our website: www.subex.com




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