Annual Financial Results

SUBEX LTD

Registered office: Adarsh Tech Park, Outer Ring Road, Devarabisanahalli, Bangalore - 560 037

Statement of Consolidated Audited Results for the Year Ended March 31, 2012

PART

- I

  (Rs. In Lakhs except per share data)

CONSOLIDATED

Particulars

Three Months ended

Preceeding 3months ended

Corresponding3 months ended

For the year ended

Previous yearended

31/03/2012

31/12/2011

31/03/2011

31/03/2012

31/03/2011

Unaudited(Refer Note 2)

Unaudited

Unaudited(Refer Note 2)

Audited

Audited

1

Income from Operations

(a)

Net Sales/ Income from Operations

Product & Product related

9,628

11,728

10,237

42,949

41,812

Services

1,170

1,414

1,494

4,834

6,463

Total Income from Operations

10,798

13,142

11,731

47,783

48,275

2

Expenses

(a)

Cost of Hardware, Software & Services

244

167

239

870

797

(b)

Employee benefits expense and Sub-contract charges

5,463

6,420

6,054

25,358

26,486

(c)

Other Expenditure

2,123

2,261

1,969

8,588

8,199

(d)

Depreciation and amortisation expense

171

190

240

780

1,045

Total expenses

8,001

9,038

8,502

35,596

36,527

3

Profit / (Loss) from operations before other income, finance costs and exceptional items (1-2)

2,797

4,104

3,229

12,187

11,748

4

Other Income

209

145

115

1,096

1,004

5

Profit / (Loss) from ordinary activities before finance costs and exceptional items (3+4)

3,006

4,249

3,344

13,283

12,752

6

Finance costs

1,083

1,104

977

4,285

4,262

7

Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5-6)

1,923

3,145

2,367

8,998

8,490

8

Exceptional Items (Net) (Refer Note 3 )

388

1,217

 (87)

5,479

172

9

Profit / (Loss) from ordinary activities before tax (7+8)

1,535

1,928

2,454

3,519

8,318

10

Tax expense (Net)

16

291

52

335

441

11

Net Profit / (Loss) from ordinary activities after tax (9+10) (Refer Note 8 & 9 )

1,519

1,637

2,402

3,184

7,877

12

Paid up Share Capital

6,931

6,931

6,931

6,931

6,931

- Equity (Face value of Rs.10/-)

13

Reserve excluding Revaluation Reserves as per Balance Sheet

7,529

14,011

14

Earnings per share (before extraordinary items) (of Rs 10/- each) (not annualised in case of the three month periods):

Basic

2.19

2.36

4.10

4.59

12.47

Diluted

2.18

2.33

2.64

4.59

8.62

PART - II

A

PARTICULARS OF SHAREHOLDING

1

Aggregate of Public shareholding:*

Number of shares

54,200,225

54,200,225

52,016,189

54,200,225

52,016,189

Percentage of holding (to total shareholding)

78.20%

78.20%

75.05%

78.20%

75.05%

2

Promoters and promoter group

Shareholding

a) Pledged/Encumbered

- Number of shares

7,601,801

7,601,801

6,601,801

7,601,801

6,601,801

- Percentage of shares (as a % of the total shareholding of promoter and promoter group)

93.83%

93.83%

81.49%

93.83%

81.49%

 - Percentage of shares (as a% of the total share capital of the company)

10.97%

10.97%

9.53%

10.97%

9.53%

 b) Non-encumbered

- Number of Shares

500,000

500,000

1,500,000

500,000

1,500,000

- Percentage of shares (as a% of the total shareholding of promoter and promoter group)

6.17%

6.17%

18.51%

6.17%

18.51%

- Percentage of shares (as a % of the total share capital of the company)

0.72%

0.72%

2.16%

0.72%

2.16%

* Total public shareholding as defined under clause 40A of the listing agreement (excludes underlying shares for GDRs 7,008,746) 

SEGMENTAL REPORTING:

(Rs. In Lakhs)

Consolidated

Three Months ended

Preceeding 3months ended

Corresponding3 months ended

For the year ended

Previous yearended

31/03/2012

31/12/2011

31/03/2011

31/03/2012

31/03/2011

Unaudited(Refer Note 2)

Unaudited

Unaudited(Refer Note 2)

Audited

Audited

1

Segmental Revenue:

(a)

Products & Product related

9,628

11,728

10,237

42,949

41,812

(b)

Services

1,170

1,414

1,494

4,834

6,463

10,798

13,142

11,731

47,783

48,275

2

Segmental Profit/(Loss) before tax, interest & exceptional Items

(a)

Products & Product related

2,716

4,210

3,264

13,187

12,648

(b)

Services

290

39

80

96

104

3,006

4,249

3,344

13,283

12,752

Less: Interest (Net)

1,083

1,104

977

4,285

4,262

Other Unallocable (Income)/Expenditure & Exceptional items [Net]

388

1,217

(87)

5,479

172

Profit Before Taxation

1,535

1,928

2,454

3,519

8,318

3

Details of Capital Employed

(a)

Products & Product related

Segment Assets

107,176

107,879

103,533

107,176

103,533

Segment Liabilities

16,291

17,399

17,798

16,291

17,798

(b)

Services

Segment Assets

1,303

1,317

1,555

1,303

1,555

Segment Liabilities

184

199

362

184

362

STATEMENT OF ASSETS AND LIABILITIES

Rs. In Lakhs

Particulars

For the year ended

Previous yearended

31/03/2012

31/03/2011

Audited

Audited

A

EQUITY AND LIABILITIES

1

Shareholders' Funds

(a)

Share capital

6,931

6,931

(b)

Reserves and Surplus

7,529

14,011

Sub-total - Shareholders' funds

14,460

20,942

2

Non-current Liabilities

(a)

Long-term Borrowings

-

37

(b)

Deferred Tax Liabilities(net)

-

9

(c)

Long-term Provisions

585

826

Sub-total - Non-current liabilities

585

872

3

Current Liabilities

(a)

Short-term Borrowings

12,437

12,649

(b)

Trade Payables - Other than acceptances

8,009

10,201

(c)

Other Current Liabilities

74,204

49,287

(d)

Short-term Provisions

271

12,485

Sub-total - Current liabilities

94,921

84,622

TOTAL - EQUITY AND LIABILITIES (1+2+3) 

109,966

106,436

B

ASSETS

1

Non-current Assets

(a)

Fixed Assets

773

1,304

(b)

Goodwill on Consolidation

86,569

86,569

(c)

Deferred tax assets (net)

141

122

(d)

Long-term Loans & Advances

2,408

2,283

(e)

Other Non-current Assets

-

-

Sub-total - Non-current assets

89,891

90,278

2

Current Assets

(a)

Trade Receivables

7,339

5,416

(b)

Cash and Cash Equivalents

242

411

(c)

Short-term Loans & Advances

1,212

1,521

(d)

Other Current Assets

11,282

8,810

Sub-total - Current assets

20,075

16,158

TOTAL - ASSETS (1+2)

109,966

106,436

Notes :

1

The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on May 23, 2012.

2

The figures for the three months ended March 31, 2012 and March 31, 2011 are the balancing figures between the audited figures for the full financial years then ended and the year to date unaudited figures published upto the nine months period ended December 31, 2011 and December 31, 2010, respectively. Previous period / year figures have been re-grouped and/or re-arranged to conform with the current period/ year.

3

Exceptional items comprise -

 Rs. In Lakhs

Particulars

Three Months ended 31/03/2012

Preceeding 3months ended 31/12/2011

Corresponding3 months ended 31/03/2011

For the year ended 31/03/2012

Previous yearended 31/03/2011

Unaudited(Refer Note 2)

Unaudited

Unaudited(Refer Note 2)

Audited

Audited

Exchange Loss/(Gain) arising on restatement of Foreign Currency Convertible Bonds & restatement/settlement of intra group foreign currency loans and advances (Refer Note 10 below)

388

1,025

(87)

5,343

172

Reversal of stock compensation expenses recorded earlier pursuant to voluntary surrender of options by employees during the current quarter

-

(404)

-

(404)

-

Gain on Sale of Assets pertaining to Activation business during the quarter ended September 30, 2011 net of Redundancy costs

-

-

-

(56)

-

Other Redundancy costs

-

596

-

596

-

TOTAL

388

1,217

 (87)

5,479

172

4

During the three months and the year ended March 31, 2012, the Company has granted 11,700 and 2,481,024 options respectively under its ESOP schemes.

5

Information on Investor complaints pursuant to Clause 41 of the Listing Agreement for the three month ended March 31, 2012 :

Opening Balance - Nil, Received - Nil, Attended - Nil, Closing Balance - Nil

6

Summary of Key Standalone Financial results is as follows -

Rs. In Lakhs

Particulars

Three Months ended 31/03/2012

Preceeding 3months ended 31/12/2011

Corresponding3 months ended 31/03/2011

For the year ended 31/03/2012

Previous yearended 31/03/2011

Unaudited(Refer Note 2)

Unaudited

Unaudited(Refer Note 2)

Audited

Audited

Net Sales/ Income from Operations

8,132

9,267

7,802

32,901

31,355

Profit / (Loss) from ordinary activities before tax

959

1,597

2,124

204

7,256

Profit / (Loss) from ordinary activities after tax

1,105

1,597

2,124

240

7,151

7

The Company has outstanding foreign currency convertible bonds (FCCBs) having face value of USD 938 Lakhs which were originally redeemable on 9th March 2012 and subsequently extended with RBI approval to 9th July 2012, along with premium of USD 373 Lakhs and related costs that are determinable on redemption. The Company is in discussions with the bond holders to meet this obligation by way of a cashless exchange offer of new bonds with a maturity in July 2017. The Company has also obtained the approval from Reserve Bank of India in support of this restructuring, based on which it expects to conclude this restructuring by the date for redemption of the existing FCCBs.

8

As permitted under the Proposal approved by the Hon'ble High court of Karnataka, the Company, during the three month and year ended March 31, 2012, transferred certain amounts standing to the credit of Capital Reserve to the Business Restructuring Reserve and utilised the same for permitted utilisations to the extent of Rs. 225 Lakhs (Net). Had the Proposal not provided for the above accounting treatment :

(Rs. In Lakhs except per share data)

Particulars

3 Months ended 31/03/2012

Preceding 3months ended 31/12/2011

Corresponding3 months ended 31/03/2011

For the Year ended 31/03/2012

Previous yearended 31/03/2011

Unaudited(Refer Note 2)

Unaudited

Unaudited(Refer Note 2)

Audited

Audited

Other Expenditure would have been higher by

-

-

1,000

-

1,000

Loss under Exceptional Items would have been higher /(lower by)

(225)

-

17,304

(225)

17,304

Net profit would have been lower/(higher) by

(225)

-

18,304

(225)

18,304

Earnings / ( Loss) Per Share would have been

 -Basic

2.52

2.36

 (27.16)

4.92

 (16.50)

 - Diluted

2.51

2.33

 (27.16)

4.91

 (16.50)

9

Pursuant to the notification dated December 29, 2011 issued by the Ministry of Corporate affairs, the Company has opted to adopt the transitional provisions under para 46A of Accounting Standard 11 'The Effects of Changes in Foreign Exchange rates' with effect from April 1, 2011. Accordingly, exchange differences arising on restatement of all Long-term monetary foreign currency assets and liabilities at rates different from those at which they were initially recorded or reported in previous financial statements (whichever is later) are accumulated in the Foreign Currency Monetary Item Translation Difference Account and are amortised over the balance period of such Long-term asset / liability. Consequent to the above, exchange fluctuation losses (net) arising on restatements of such items have been deferred to the extent of Rs. 357 Lakhs at March 31, 2012 and the profit for the year is higher by a corresponding amount.

10

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.

Certain statements in this release concerning our performance may be forward looking statements which involve risks and uncertainties that could cause actual results to vary materially from those in such statements. These risks and uncertainties include, and are not limited to, fluctuations in earnings, intense competition and success of investments.

 By Order of the Board

Bangalore

May 23, 2012

Subash Menon

Founder Chairman, Managing Director & CEO

 For further details on the results, please visit our website: www.subex.com