Subex Limited - Outcome of the Board Meeting held on May 17, 2021
RNS Number : 0115Z Subex Limited 18 May 2021 May 18, 2021 To The London Stock Exchange 10 Paternoster Square London EC4M 7LS Dear Sir/Madam, Sub: Subex Limited "The Company"-Outcome of the Board Meeting held on May 17, 2021 Please be informed that the agenda items summarized hereunder were discussed and approved at the Board Meeting held on May 17, 2021 at Bengaluru: Financial Results: 1. Approval of the Audited Standalone and consolidated Financial Results of the Company for the quarter and year ended March 31, 2021 2. Approval of the Audited Standalone and consolidated Financial Statements of the Company for the year ended March 31, 2021. Dividend and Annual General Meeting: 3. Recommended a final dividend of Rs. 0.25/- (5%) per equity share of par value of Rs.5/- each for the financial year 2020-21, subject to the approval of the members at the ensuing Annual General Meeting. Further, pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Company has fixed July 02, 2021 as Record Date for determining the eligibility of the shareholders for Final Dividend, if approved. The Dividend will be paid within the timelines specified under the Companies Act, 2013. 4. The 27th Annual General Meeting (AGM) of the members of the Company is scheduled to be held on Friday, July 09, 2021, through Video Conference/ Other Audio Visual Means (VC/OAVM). The Register of Members and Share Transfer Books will remain closed from July 03, 2021 to July 09, 2021 (inclusive of both days), for administrative reasons pertaining to the AGM and for the purpose of payment of Final Dividend, if approved by the members at the AGM. Other Matters: 5. Adoption of Dividend Distribution Policy by the Board of Directors. Please find enclosed: The Audited consolidated Financial Results of the Company for the quarter and year ended March 31, 2021. We request you to take the aforesaid notification on record. Yours truly, For Subex Limited Vinod Kumar Padmanabhan Managing Director & CEO DIN:06563872
| SUBEX LIMITED Registeredoffice:PritechPark-SEZ,Block-09,4thFloor,BWing,SurveyNo.51-64/4,Outerringroad,BellandurVillage,VarthurHobli,Bangalore-560103 Statement of Audited Consolidated Financial Results for the quarter and year ended March 31, 2021 (Rs. in Lakhs) | ||||||
| Quarter ended | Year ended | |||||
| Particulars | March 31, 2021 | December 31, 2020 | March 31, 2020 | March 31, 2021 | March 31, 2020 | |
| Audited | Unaudited | Audited | Audited | Audited | ||
| Refer note 17 | Refer note 17 | |||||
| 1 | Revenue from operations (Refer note 16) | 9,616 | 9,388 | 10,427 | 37,203 | 36,498 |
| 2 | Other income | 172 | 106 | 335 | 474 | 563 |
| 3 | Total income (1+2) | 9,788 | 9,494 | 10,762 | 37,677 | 37,061 |
| Expenses | ||||||
| Employee benefits expense (Refer note 4) | 5,017 | 5,256 | 4,152 | 19,720 | 17,454 | |
| Finance costs | 45 | 38 | 119 | 296 | 477 | |
| Depreciation and amortization expense | 223 | 424 | 392 | 1,378 | 1,508 | |
| Exchange fluctuation loss/(gain), net | 291 | 449 | (848) | 989 | (887) | |
| Other expenses | 1,993 | 1,648 | 3,297 | 6,644 | 10,513 | |
| 4 | Total expenses | 7,569 | 7,815 | 7,112 | 29,027 | 29,065 |
| 5 | Profit before exceptional items and tax (3-4) | 2,219 | 1,679 | 3,650 | 8,650 | 7,996 |
| Exceptional items Impairment of goodwill [Refer note 5(i)] Provision no longer required written back Provision for claim settlement [Refer note 5(ii)] Provision for service taxreceivable (Refernote 6 Gain on termination of lease agreement (Refer note 7) | - | - | - | - | (31,473) | |
| - | - | - | - | 761 | ||
| - | - | - | - | (1,054) | ||
| - | - | - | (267) | - | ||
| - | - | - | 554 | - | ||
| 6 | Total exceptional items | - | - | - | 287 | (31,766) |
| 7 | Net profit/ (loss) before tax (5+6) | 2,219 | 1,679 | 3,650 | 8,937 | (23,770) |
| 8 | Tax expense, net Current tax charge Provision for MAT credit [Refer note 8 (i)] (Reversal)/provision - foreign withholding taxes [Refer note 8 (ii)] Deferred tax charge/(credit) (Refer note9) | |||||
| 639 | 49 | 35 | 696 | 117 | ||
| - | - | 425 | - | 425 | ||
| (541) | 208 | 105 | 399 | 754 | ||
| 561 | 551 | (114) | 2,670 | 1,849 | ||
| Total tax expense | 659 | 808 | 451 | 3,765 | 3,145 | |
| 9 | Net profit/ (loss) for the period/ year (7-8) | 1,560 | 871 | 3,199 | 5,172 | (26,915) |
| 10 | Other comprehensive income/ (loss) net of tax expense Items that will be reclassified subsequently to profit or loss: Net exchange differences gain/(loss) on translation of foreign operations Items that will not be reclassified subsequently to profit or loss: Re-measurement gain/(loss) on defined benefits plan | |||||
| 61 | 455 | (200) | 636 | 5 | ||
| 26 | (14) | 21 | (12) | (34) | ||
| Total other comprehensive income/ (loss) | 87 | 441 | (179) | 624 | (29) | |
| 11 | Total comprehensive income/ (loss) for the period/ year (9+10) | 1,647 | 1,312 | 3,020 | 5,796 | (26,944) |
| 12 | Paid up equity share capital (Refer note 10) [face value of Rs. 5 each w.e.f September 29, 2020 and Rs. 10 upto September 28, 2020] | 28,100 | 28,100 | 56,200 | 28,100 | 56,200 |
| 13 | Other equity | - | - | - | 26,755 | (4,661) |
| 14 | Earnings/(loss) per share (of Rs. 5/- each w.e.f September 29, 2020 and Rs. 10 upto September 28, 2020) (not annualised in case of the interim periods) (Refer note 10): | |||||
| - Basic - Diluted | 0.29 0.28 | 0.16 0.16 | 0.59 0.59 | 0.96 0.94 | (4.94) (4.94) | |
| SUBEX LIMITED Registeredoffice:PritechPark-SEZ,Block-09,4thFloor,BWing,SurveyNo.51-64/4,Outerringroad,BellandurVillage,VarthurHobli,Bangalore-560103 Statement of Consolidated Assets and Liabilities (Rs. in Lakhs) | |||
| A B | As at | ||
| Particulars | March 31, 2021 | March 31, 2020 | |
| Audited | Audited | ||
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 1,177 | 434 | |
| Right-of-use assets | 1,962 | 4,424 | |
| Goodwill on consolidation | 34,409 | 34,409 | |
| Other intangible assets | - | 3 | |
| Financial assets | |||
| Loans | 300 | 533 | |
| Other balances with banks | 39 | 189 | |
| Income tax asset (net) | 3,479 | 3,305 | |
| Deferred tax asset | 125 | 262 | |
| Other non-current assets | - | 267 | |
| 41,491 | 43,826 | ||
| Current assets | |||
| Financial assets | |||
| Loans | 220 | 104 | |
| Trade receivables | 9,215 | 9,206 | |
| Cash and cash equivalents | 14,294 | 9,043 | |
| Other balances with banks | 379 | 67 | |
| Other financial assets | 6,428 | 5,264 | |
| Other current assets | 639 | 588 | |
| 31,175 | 24,272 | ||
| Total Assets | 72,666 | 68,098 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Equity share capital | 28,100 | 56,200 | |
| Other equity | 26,755 | (4,661) | |
| Total equity | 54,855 | 51,539 | |
| Liabilities | |||
| Non-current liabilities | |||
| Financial liabilities | |||
| Lease Liabilities | 1,575 | 3,458 | |
| Provisions | 275 | 355 | |
| Deferred tax liabilities(net) | 6,289 | 3,774 | |
| 8,139 | 7,587 | ||
| Current liabilities | |||
| Financial liabilities | |||
| Borrowings (Refer note 15) | 584 | - | |
| Lease Liabilities | 420 | 1,409 | |
| Trade payable | |||
| - total outstanding dues of micro enterprises and small enterprises | 66 | 41 | |
| - total outstanding dues of creditors other than micro enterprises and small enterprises | 1,245 | 1,605 | |
| Other financial liabilities | 3,045 | 2,212 | |
| Other current liabilities | 2,935 | 2,342 | |
| Provisions | 791 | 649 | |
| Income tax liabilities (net) | 586 | 714 | |
| 9,672 | 8,972 | ||
| Total liabilities | 17,811 | 16,559 | |
| Total equity and liabilities | 72,666 | 68,098 | |
| SUBEX LIMITED Consolidated statement of cash flows for the year ended March 31, 2021 | (Rs. in Lakhs) | ||
| Year ended | |||
| Particulars | March 31, 2021 | March 31, 2020 | |
| Audited | Audited | ||
| (A) | Operating activities | ||
| Profit/(loss) before tax expense | 8,937 | (23,770) | |
| Adjustments to reconcile profit/(loss) before tax expense to net cash flows: | |||
| Depreciation of property, plant and equipment and right-of-use assets | 1,375 | 1,503 | |
| Amortization of intangible assets | 3 | 5 | |
| Gain on disposal of property, plant and equipment (net) | (4) | - | |
| Interest income (including fair value changes) | (374) | (156) | |
| Finance costs (including fair value changes) | 296 | 477 | |
| Allowance for expected credit losses | (153) | 289 | |
| Expense on share-based payment | 148 | 101 | |
| Gain on termination/modification of lease agreement | (554) | (6) | |
| Provision no longer required written back | - | (761) | |
| Advance recoverable written-off | - | 234 | |
| Provision for service tax receivable | 267 | - | |
| Impairment of goodwill | - | 31,473 | |
| Net foreign exchange differences | 720 | (744) | |
| Operating profit before working capital changes | 10,661 | 8,645 | |
| Working capital adjustments: | |||
| (Increase)/ decrease in loans | 299 | 52 | |
| (Increase)/ decrease in trade receivables | (63) | (181) | |
| (Increase)/ decrease in other financial assets | (1,010) | (718) | |
| (Increase)/ decrease in other assets | (43) | (2) | |
| Increase/ (decrease) in trade payables | (437) | 643 | |
| Increase/ (decrease) in other financial liabilities | 573 | (669) | |
| Increase/ (decrease) in other current liabilities | 514 | 328 | |
| Increase/ (decrease) in provisions | 5 | (17) | |
| 10,499 | 8,081 | ||
| Income tax paid (including TDS, net of refund) | (1,404) | (1,457) | |
| Net cash flows from operating activities | 9,095 | 6,624 | |
| (B) | Investing activities | ||
| Purchase of property, plant and equipment | (862) | (353) | |
| Proceeds from sale of property, plant and equipment | 7 | - | |
| Movement in margin money deposit (net) | (154) | 426 | |
| Purchase of treasury shares by ESOP trust | (22) | (611) | |
| Interest received | 309 | 108 | |
| Net cash flows used in investing activities | (722) | (430) | |
| (C) | Financing activities | ||
| Proceeds from exercise of ESOP | 141 | 25 | |
| Proceeds from borrowings | 600 | - | |
| Interest paid | (271) | (452) | |
| Repayment of lease liability | (931) | (907) | |
| Payments of dividend | (2,746) | - | |
| Net cash flows used in financing activities | (3,207) | (1,334) | |
| (D) | Net increase in cash and cash equivalents (A+B+C) | 5,166 | 4,860 |
| Net foreign exchange difference on cash and cash equivalents | 85 | 236 | |
| Cash and cash equivalents at the beginning of the year | 9,043 | 3,947 | |
| (E) | Cash and cash equivalents at the end of the year | 14,294 | 9,043 |
| 1 | Notes: The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on May 17, 2021. The financial results have been prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Companies Act, 2013, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, asamended. The financial results of Subex Limited (Standalone information): (Rs. in Lakhs) | ||||||
| 2 | |||||||
| 3 | |||||||
| Quarter ended | Year ended | ||||||
| Particulars | March 31, 2021 | December 31, 2020 | March 31, 2020 | March 31, 2021 | March 31, 2020 | ||
| Audited | Unaudited | Audited | Audited | Audited | |||
| Refer note 17 | Refer note 17 | ||||||
| Total income | 2,573 | 510 | 2,727 | 5,510 | 3,170 | ||
| Net profit/ (loss) before tax expense | 1,186 | 125 | 2,217 | 2,651 | (20,470) | ||
| Net profit/ (loss) for the period/ year | 1,157 | 129 | 2,099 | 2,622 | (20,588) | ||
| Total comprehensive income / (loss) for the period/ year | 1,162 | 127 | 2,082 | 2,622 | (20,609) | ||
| 4 | EmployeebenefitsexpensesforthequartersendedMarch31,2021,December31,2020andMarch31,2020arenetofreversalofprovisionnolongerrequired,inrespectofemployee incentivesrelatingtosalesanddeliverycommissions,amountingtoRs.486Lakhs,Rs.43LakhsandRs.678Lakhs,respectively,andthatfortheyearendedMarch31,2021and March31, 2020 amounting to Rs. 333 Lakhs and Rs. 692 Lakhs respectively. | ||||||
| 5 | (i)DuringthepreviousyearendedMarch31,2020,consideringthechallengesandsignificantinvestmentrequirementsoftelecomoperatorswhichhasresultedinlongeropportunity conversioncycleandlowerspendstowardsITsolutions,themanagementhadcarriedouttheannualimpairmentexerciseasatDecember31,2019inrespectofcarryingvalueof goodwill andbasisvaluationcarriedoutbyanexternalvaluationexpert,hadmadeanimpairmentprovisionofRs.31,473Lakhstowardscarryingvalueofgoodwill.AsatMarch31, 2021,the management has reassessed its projections and assumptions and has concluded that, the carrying value of it's goodwill is appropriate. (ii) During the previous year ended March 31, 2020, the Company entered into settlement agreement with former MD & CEO and former COO of the company in respect of long drawn litigation whereincertainclaimsweremadeagainsttheCompany.Intermsofthesettlementagreement,theCompanypaidanamountofRs. 820lakhs(netofRs.234Lakhs recoverablefrom such ex-employees). Accordingly, the aforesaid litigation was amicably settled. | ||||||
| 6 | During the year ended March 31, 2021, service tax receivable of Rs. 267 lakhs has been provided for considering the uncertainty as regards to its realisation. | ||||||
| 7 | Represents gain arising on termination of the lease agreement of existing office premises in India, accounted in accordance with Ind AS 116 - Leases. | ||||||
| 8 | (i) During the previous year ended March 31, 2020, the MAT credit entitlement of Rs. 425 Lakhs has been provided considering the uncertainty with regards to its utilisation. | ||||||
| (ii)Representsreversal/provisioninrespectofforeignwithholdingtaxesdeducted/deductiblebytheoverseascustomersoftheGroup.Consideringtheexpectedutilisationofforeign withholdingtaxes,provisionofRs.723Lakhs(includingprovisionof Rs. 279LakhsasatApril01,2020)madeduringtheearlierquarters,hasbeenreversedduringthequarterended March 31, 2021. | |||||||
| 9 | Deferred tax charge/(credit), comprises of liability arising on account of tax benefits from amortisation of intangible assets of Subex Assurance LLP, net of deferred tax assets arisingon account of carry forward losses and other taxable temporary differences, which arose mainly on account of business restructuring effected from November 1, 2017, wherein,the | ||||||
| Company's RMS business and the Digital business was transferred on going concern basis to Subex Assurance LLP and Subex Digital LLP respectively. | |||||||
| 10 | TheBoardofDirectorsinitsmeetingheldonFebruary07,2020,approvedaschemeofCapitalReductioninaccordancewithSection52oftheCompaniesAct,2013andSection66of theCompaniesAct,2013readwithNationalCompanyLawTribunal('NCLT')(ProcedureforreductionofsharecapitalofCompany)Rules,2016andotherapplicableprovisions ofthe CompaniesAct,2013.TheHon'bleNCLTapprovedthesaidSchemevideitsorderdatedSeptember23,2020.Consequently,theCompanyfiledacertifiedcopyoftheOrder with RegistrarofCompanies('ROC')onSeptember29,2020andutilizedanamountofRs.28,100Lakhsfrompaid-upsharecapitaloftheCompanybyreducingthefacevalueofthe equity shares from Rs. 10/- to Rs. 5/- each and Rs. 10,301 Lakhs from securities premium to write-off its accumulated losses of Rs. 38,401 Lakhs. | ||||||
| 11 | TheGroupisengagedinthebusinessofsoftwareproductsandrelatedservices,whicharemonitoredasasinglesegmentbytheChiefOperatingDecisionMaker,accordingly,these,inthe context of Ind AS 108 on Operating Segments Reporting are considered to constitute one segment and hence the Group has not made any additional segment disclosures. | ||||||
| 12 | ThefullimpactofCOVID-19stillremainsuncertainandcouldbedifferentfromtheestimatesconsideredwhilepreparingtheseconsolidatedfinancialresults.TheGroupshall continue to closely monitor any material changes to future economic conditions. | ||||||
| 13 | The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020.The Code hasbeenpublishedintheGazetteofIndia.However,thedateonwhichtheCodewill comeintoeffecthasnotbeennotifiedandthefinal rules/interpretationhavenotyetbeen issued.The Group will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective. | ||||||
| 14 | TheBoardofDirectorsatitsmeetingheldonFebruary01,2021hasdeclaredaninterimdividendof Rs.0.50/-(10%)perequityshareonfacevalueof Rs. 5/-eachforthefinancialyear 2020-2021. TheBoardofDirectorshasalsorecommendedafinaldividendofRs.0.25/-(5%)perequity shareonfacevalueofRs.5/-eachforthefinancialyear2020-2021.Thispaymentis subjecttothe approval of shareholders in the forthcoming Annual General Meeting of the Company. | ||||||
| 15 | TheUSFederalgovernmentinthewakeofCOVID19pandemichasprovidedsupporttobusinessthroughPaycheckProtectionProgram(PPP).SubexInc.haveobtainedabenefitunder thisschemefor Rs.600LakhsduringMay2020.Thisloaniseligibleforforgivenessonfulfillmentofcertainconditions.SubexInd.hasappliedforforgivenessandapplicationis pending withSmallBusinessAdministration,UnitedStatesgovernmentagencyforreviewandapproval(SBA).Pending,approvaloftheforgivenessapplication,thebenefitis reflectedas borrowings and in the event the application is not approved, the benefit needs to be refunded along with interest @ 1% p.a. | ||||||
| 16 | In the quarter and year ended March 31, 2020, revenue from operations included revenue from sale of hardware amounting to Rs. 993 Lakhs. | ||||||
| 17 | The figures of last quarter of current year and previous year are the balancing figures between the audited figures in respect of the full financial year and the published unaudited yearto date figures for the nine months of the respective year. | ||||||
| Place: Bengaluru Date: May 17, 2021 | For further details on the results, please visit our website: www.subex.com | Vinod Kumar Padmanabhan Managing Director & CEO | |||||
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