Annual Report 2001 - 02
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0
b
e
F
Subex launches its revenue maximization suite, RevMax
in Cannes, France.
TM
at the 3GSM World Congress
2
0
n
a
J
Subex wins the HR Excellence Award for ‘Organization with Innovative HR Practices’
from India HRD Congress.
2
0
n
a
J
Subex’s Chairman and Managing Director speaks on ‘Leveraging an EBSS solution for improved customer relationship
and effective marketing’ under the forum for ‘Customer, Partner & Management focused strategies for maximizing revenue’
at The 5th Annual Billing and Customer Care conference in New Delhi.
1
0
v
o
N
Subex launches its new product eProficioTM - Electronic Business Support System (EBSS)
at the GSM Africa event in Cape Town, South Africa.
1
0
g
u
A
First European installation at Cyprus Telecommunications Authority (CYTA).
1
0
y
a
M
Subex makes headlines by acquiring the product line of Canada-based Magardi, Inc.
1
0
y
a
M
First African installation goes live at Econet Wireless, Nigeria.
1
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l
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r
p
A
Subex opens a new support center in the South African capital, Johannesburg to sup-
port its increasing presence in the continent.
2 0 0 1 - 0 2
C o n t e n t s
Board of Directors
Board of Directors
Financial Highlights
Chairman’s Speech
Subex Brand Building (Maximize Learning)
3
4
6
9
Extreme Programming (Maximize Innovation) 13
Financial Statements
Directors’ Report
Report on Corporate Governance
Additional Information to Shareholders
Auditors’ Report
Balance Sheet
Profit and Loss Account
Schedules
Cash Flow Statement
Balance Sheet Abstract
Management Discussion & Analysis
17
18
23
27
31
34
35
36
48
50
51
Financial Review - Subex Technologies, Inc
55
Consolidated Accounts
Shareholders’ Information
Notice
59
74
77
Subash Menon
Chairman and Managing Director
Alex J. Puthenchira
Executive Director
Sudeesh Yezhuvath
Wholetime Director
V. Balaji Bhat
Director
K. Bala Chandran
Director
Vinod R. Sethi
Director
Company Secretary
S. Rama Kumar
Bankers
State Bank of India
ICICI Banking Corporation Limited
Corporation Bank
First Union Bank, Piscataway, New Jersey
Royal Bank of Canada, Ottawa
Auditors
M/s. Deloitte Haskins & Sells
Chartered Accountants
Internal Auditors
M/s. P. Chandrasekar
Chartered Accountants
Registrars & Transfer Agents
Canbank Computer Services Ltd.,
R & T Centre, Hotel Broadway Complex,
No. 19, K.G. Road, Bangalore - 560 009.
: 2872461, 2872462
Tel
Fax
: 2872804
E-mail : ccslrnt@vsnl.com
ccslrnt@bgl.vsnl.net.in
Registered Office
721, 7th Main Mahalaxmi Layout,
Bangalore - 560 086
: +91-80-349 7581
Tel
Fax
: +91-80-349 1490
E-mail : info@subexgroup.com
2
Annual Report 2001 - 02
Board of Directors
Subash Menon
Alex J. Puthenchira
Sudeesh Yezhuvath
V. Balaji Bhat
K. Bala Chandran
Vinod R. Sethi
Annual Report 2001 - 02
3
Financial Highlights
Rs.
70000
60000
50000
40000
30000
20000
10000
0
While revenues & gross profits increased by 6.1% & 4.6%,
profit after tax decreased by 145.6%.
2002
2001
Revenues
Gross Profits
Profit after Tax
Cash & Bank balances decreased by 127.8%, Investment &
Working capital increased by 1.2% & 12.2% respectively.
Rs.
35000
30000
25000
20000
15000
10000
5000
0
2002
2001
Cash & Bank
Investments
Working Capital
Rs.
100000
80000
60000
40000
20000
0
Total Assets and Debt funds increased by 31.9% and
134.1%.
2002
2001
Total Assets
Debt Funds
Shareholders’ Equity
Particulars (Rs. ’000)
Revenues
Gross profit
Profit after tax
Basic earnings per share (Rs.)
Cash and bank balances
Investments
Working capital
Total assets
Loan funds
Shareholders’ equity
4
Annual Report 2001 - 02
Year ended March 31
2002
2001
592,508
557,884
173,659
165,988
41,843
102,772
5.87
14.42
18,828
42,889
330,184
326,221
232,026
206,763
896,164
679,382
304,633
130,094
71,257
71,257
client
client
speak
speak
“We felt that RevMaxTM suite’s
approach by Subex fits us the best.
Moreover, taking into consideration
Subex’s experience in the African
market and the flexibility of their
products, we zeroed in on Subex”
—Ms Cheryl Packwood,
Director General
Cora de Comstar, Ivory Coast
Annual Report 2001 - 02
Subash Menon
Chairman & Managing Director
September 17, 2002
Dear Shareholder,
The telecom industry, which your company operates in, has been experiencing an unprecedented downturn with carriers across the world cutting capital
expenditure. Some of the large carriers have declared bankruptcies and several small ones have closed down. Many others are in the throes of
consolidation. On the whole, the much acclaimed telecom industry is going through a phase of metamorphosis which threatens to erode investor
confidence, in this industry, for years to come and to stymie growth for the next few years. Your company, like others, is not immune to these winds of
change and the same have reflected in our financial performance for the year ended 31st March, 2002. While we have managed to grow at a rate of
23% comparing the software business post the closure of the Telecom Division (which contributed about Rs. 70 million to the revenue in FY01),
profitability has been impacted severely dropping to 7.5%. Thus, while the revenues have grown from about Rs. 480 million in FY01 (software products
and services revenues only) to Rs. 592 million in FY02, Profit After Tax (PAT) has declined from Rs. 103 million to Rs. 44.7 million, due to the
restructuring of offshore software development business and provisions towards doubtful receivables.
Acquisition
Your company completed the acquisition of the business assets of Magardi, Inc. on the 29th of May, 2001. The operations have been integrated with
the activities of the Software Products Division of your company wherein software development has been shifted to India and sales & marketing of the
acquired products has been launched aggressively. The prime concern with regard to any acquisition, namely integration, has thus been addressed
effectively.
This acquisition and the subsequent integration has resulted in a positive impact on the performance of the products division during FY02. This is discussed
in more detail in the relevant section of this letter.
80%
120%
100%
120%
100%
Software Products Business
Amidst the gloom in the sector and the unsatisfactory financial performance of your company, I am happy to report a silver lining that is expected to boost
our prospects in the future. Blazing a new
path in the software business segment in
the country in general and in the telecom
software business segment in particular, we
have grown quite substantially in the appli-
cation software products arena. Our spe-
cial commitment to this part of the business
and the continued focus achieved increas-
ingly throughout the year has started to bear
fruits in a very satisfying manner as shown
in Figures 1 & 2.
FY01 FY02
Profit Composition
Fig 2
Revenue Composition
Fig 1
FY01 FY02
Services
Products
Services
Products
60%
40%
20%
80%
60%
40%
20%
0%
0%
Thus, 33% of the revenue has contributed 74% of the profits. Needless to say, this amply justifies the
focus of the company on products. We expect to increase the tilt in the revenue composition in favour
of this segment to further improve the profitability of the company that will be witnessed in the years to
come, starting with the financial year FY03. The products business has recorded a growth of about
400% as shown in Figure 3.
Software Services Business - Offshore
The offshore software services business unit of the company was mainly developing products for its’
customers in the US. These customers, who are vendors of telecom software and hardware products
have been battered by the downturn and hence had to downsize quite considerably and cut costs on
an unprecedented scale. This resulted in a mass cancellation of contracts rendering the unit financially
unviable. As a step to improve the financial strength of the company and to direct the management
4
3
2
1
0
FY01 FY02
Product Revenue in US$ Mln.
Fig 3
6
Annual Report 2001 - 02
bandwidth and resources at more promising areas, the Board of Directors decided to withdraw from this business segment. Consequently, the personnel
were transferred to the products division and sales & marketing activities were discontinued. The company does not foresee a revival of demand in this
segment in the near future.
Software Services Business - Consulting
The consulting software services business unit of the company, which derives a significant portion of its’ revenues from contracts awarded by AT&T,
experienced a considerable contraction of business during the first ten months of the year. I am glad to report that this unit has witnessed huge growth in
demand since February of 2002. While addition of new customers has progressed at a relatively slow pace, we have managed to grow deeper into each
account thereby strengthening our relationship with those customers. The company is confident of an excellent performance by this unit in the future. During
the year, the company undertook extensive cost reduction measures at this unit to improve the profitability. Results of these measures have been
experienced in the recent months.
New Products
While our flagship product Ranger™ has been quite successful, we need to introduce more products to maintain the momentum of growth and to emerge
as a significant player in this segment on a global basis. To this end, we have launched two new products during the year – eProficio™ and INcharge™.
Both these products are in the initial version (Ver. 1.0) with new releases planned in due course of time. Further, all the three products now form part
of the RevMax™ suite which has been launched to alter the positioning of the company by moving up the value chain.
The strategic positioning that is being attempted through the launch and marketing of RevMax™ has been adequately augmented by the new products
owing to the application of the same. eProficio™, an Electronic Business Support System, is aimed at improving customer satisfaction thereby reducing
churn while increasing revenues and optimizing costs. INcharge™, an inter-carrier billing verification system, identifies the revenue leakages in the inter-
carrier billing process and assists in enhancing the profitability in interconnect agreements. Thus, both the products effectively further the philosophy of
RevMax™, that is to maximize revenue while reducing cost and improving profit.
Additional Investment – A Strategic Approach
In keeping with our plans to grow at a brisk pace in the software applications segment for telecom operators the world over, your company intends to
make strategic investments in sales, marketing and research & development. Global sales & marketing efforts, at par with those undertaken by the majors
in the industry, is absolutely essential to propel us to the forefront.
Towards this end, a fund raising activity is in progress. The proceeds will primarily be used to strengthen the sales & marketing infrastructure and activities.
The steps to be undertaken will include opening up of new sales & support offices to address new geographies, additional sales & marketing personnel,
setting up of extensive and high-end test beds for the products etc. However, the investments will be made in a prudent manner to ensure maximum
returns.
Further, as a matter of prudence, your company has also provided for doubtful debts to the tune of about Rs. 20 million. However, efforts are continuing
to collect these receivables. This provision is largely with respect to a customer who is unable to pay solely due to foreign exchange issues in their country
and does not indicate any problem with the product or its’ implementation.
Business Outlook
While the depressed conditions are expected to last for another 12 to 18 months in the telecom industry, various market research reports indicate a bright
future for the BSS/OSS (Business Support Systems / Operations Support Systems) sector that your company specializes in. According to a study
conducted by a global market research firm, the BSS/OSS industry is expected to clock a growth of 15% from 2002 to 2005 resulting in the global
BSS/OSS revenue growing from US$ 31 billion to US$ 48 billion. These projections are supported by other findings related to the overall situation that
the carriers find themselves in.
Owing to a huge investment binge in network equipment and other hardware in the past few years, carriers today are inundated with disparate pieces of
equipment that fail to operate in a cohesive manner. Decision support systems and management information systems required to garner and analyze vital
information regarding revenue leakages, customer behaviour, market trends, demographic dependencies etc. fall far short of the needs. Further, software
solutions that are critical to achieve seamless operation with regard to provisioning of services, billing, customer care, performance monitoring etc. are
woefully inadequate in today’s networks. Thus, it can be logically ascertained that carriers will have to invest in software solutions to fill these lacunae in
their operations. Hence the buoyancy in the telecom application software segment, about the future.
Further, it has been established beyond doubt that revenues from data, alongwith those from commercial transactions, will form the main element in the
growth of the carriers in the future. The advent of these revenue streams will significantly enhance the vulnerability of the telecom operators on the revenue
leakage front. This scenario is bound to create attractive opportunities for companies like ours that are focused on revenue maximization solutions. While
the revenues from voice services are clearly declining, the possibilities of revenue leakages are increasing, resulting in an enhanced need for revenue
maximization solutions. And while the ratio of revenue leakages to revenue may remain constant or might even reduce, the absolute loss and its’ relative
significance with respect to the profits will continue to grow. Therein lies the opportunity for offerings like RevMax™.
I take this opportunity to thank all the customers, the vendors, the shareholders and Subexians for their excellent support in these testing times. Let me
assure you that the Board of Directors and the management of your company will continue to strive to maximize your returns.
Subash Menon
Annual Report 2001 - 02
7
M i s s i o n S t a t e m e n t
Ensure creation of value by providing a differentiating edge to
the activities of our customers, investors, vendors and Subexians
through technnovative solutions while fulfilling our social
obligations and maintaining high professional and ethical
standards.
client
client
speak
speak
“We were particularly satisfied with
Ranger’s end-to-end approach and
inherent flexibility”
Bruno Clery,
General Director,
Sonatel Mobiles
8
Annual Report 2001 - 02
client
client
speak
speak
“Our requirement is for a partner
and a system that can meet the
demands of this market and we
believe we have found the right
choice in Subex and its product,
Ranger™”
—Douglas Mboweni,
Chief Information Officer,
Econet Wireless, Nigeria
Annual Report 2001 - 02
Subex Brand Building
An Overview
Media used
Subex Systems came into existence in 1992
with the objective of integrating and marketing
telecom hardware products. In 1997, its
business focus shifted from telecom hardware
marketing to telecom software development.
Being a late entrant into the telecom software
domain, Subex had to make a mark for itself. It
had to quickly acquire the status of the ‘most
preferred employer’ and be capable of attracting
and retaining quality software professionals. To
achieve this Subex had to embark on Employer
Brand Building, a journey from awareness to
attraction.
Building Awareness: This meant that there should
be a high recall value for the Subex name amongst
the target segment (Bangalore-based IT
professionals) and a strong association of the
Subex brand name with Telecom software.
Attraction for Subex Brand image: This meant
Subex should be able to command a premium
in the job market. Commanding a premium in
the market was defined as ‘Subex being capable
of attracting and retaining professionals at a
compensation of 30% markdown from the
industry average’.
Brand Positioning: Targeted Image
Subex should not to be perceived as yet another
IT Company but a Company which is innovative
and with a rich work culture. It should be
recognized by the customers (both internal and
external) as a role model in the industry and
acknowledged for its customer orientation,
speed, innovation and quality of personnel.
Phase 1 (Awareness stage)
Objective: Subex name
recall and association
with Telecom
Software.
Hoardings: In prominent locations with a high
density of IT traffic. The message was: “Telecom
Software - Our Domain Your Future”.
Traffic signs: Subex took up traffic signs at
various strategic junctions.
Job Fair: Participation in job / career fairs in
major cities. This resulted in extensive coverage
for the Company and interest evinced by career
seekers with appropriate skill sets.
Campus Recruitment: Subex consciously
decided not to visit campuses for the first three
years. However Subex’s recruitment posters
were sent to all South-based engineering
campuses directly inviting applications from fresh
engineering graduates.
Brand recall / awareness tools used: Traffic
signs, Subex vehicles with reflective stickers, T-
shirts, mementos and hoardings.
Phase 2 (Subex’s Unique Selling Proposition)
Objective: To identify the USPs of Subex and
get across the same to the target audience.
The HR team met up with a section of Subexians
as well as prospective Subexians in trying to
identify the following:
a) The key factors that determine the choice of
employer for an IT professional.
b) The factors that have influenced the
professionals to join Subex.
The following aspects were zeroed-in as the
deciding factors:
MNC
Start-up
v/s an Indian company
v/s Established
Offshore
v/s Onsite (opportunities)
Compensation
v/s ESOP
Technology
v/s Work culture
Subex launched a campaign that read “With
Subex You Get The Best Of Both Worlds”.
Media used
a) Hoardings: Prominent hoardings were used
to highlight the Subex USPs. The USPs changed
every fortnight (this also provided a sense of
curiosity for the target segment to guess the
next USP). The header message / background
was constant.
b) Times of India Ascent Walk-in
Advertisement: The USP advertisement was
used very effectively for a sustained walk-in
COMMAND
PREMIUM FOR SUBEX
BRAND
KEY DIFFERENTIATORS
OF SUBEX
UNIQUE HR
PRACTICES
campaign. For
six
consecutive weeks Times of India’s
Ascent (employment supplement) carried
a small box advertisement (1/16th of a full page)
on the same page of the Ascent and in the
same position right through the campaign.
c) Placement consultants / prospective
candidates: A PowerPoint presentation on Subex
was used very effectively as an icebreaker for
all prospective Subexians.
d) Standard mail footer: All email messages
sent by Subexians will carry a standard footer
ASSOCIATION WITH
TELECOM SOFTWARE
Annual Report 2001 - 02
AWARENESS OF
SUBEX NAME
signifying Subex’s name. For Subexians, the
name is an offshoot of Success By Excellence.
e) EPABX voice over: Every incoming call
on hold has a recorded message that provides
a brief introduction of the Company.
Phase 3 (Unique HR Practices)
Objective: Subex should not to be perceived
as yet another IT Company but a Company
that is innovative and with a rich work culture
It was recognized that this could be achieved
only if
• Subex does things differently (needless to
mention, with a higher degree of
effectiveness).
• The target segment is able to experience the
difference
Touch point concept
Subex identified several touch points (contact
points) with the target segment. The following
illustrates some of the touch points and the unique
HR practices associated with the same
a)
First contact with a candidate: Realizing
the importance of the first point of contact, all
prospective candidates are sent MS PowerPoint
presentation/ write-up on Subex even before a
telephonic discussion on the career option.
Invitation for discussion: Candidates
b)
invited for a career discussion to the office receive
a location / route map to the office with
instructions for vehicle parking.
c) Welcome letter: A personal welcome letter
is ready at the security. Formality of recording
visit details at the security desk is waived off.
Along with the welcome letter, the candidate is
also given a two-page articulation of Subexian
traits.
d) Work Culture Show Case: A separate
room is reserved for career discussions. The
soft board in this room is replete with
photographs/collages of Subex work ethos/
cultural events.
e) Memento: Senior candidates (in the first level
meetings) and junior candidates (during the second
level meetings) are given a memento. The memento
is chosen such that it can be put to use at home or
in office. The Company by-line and the logo
printed on the memento also contribute to the
brand recall.
a ten-minute multimedia corporate presentation.
This presentation covers both business aspects
as well as the work culture.
g) Dinner for two with the offer: Every
candidate along with the offer also receives a
Welcome letter from Subex Culture Club
(SCC). This entitles the candidate for a
celebration dinner even before he accepts the
offer. The covering letter also highlights activities
of the SCC.
h) Mentor Assignment Letter: Post
acceptance, there is a mentor assignment letter
sent to the candidate outlining the mentorship
scheme in Subex and sets the expectations on
the mentor-mentee relationship
i)
Post offer feedback form: If the candidate
chooses to pursue alternate options then he is
sent a post feedback form from the HR seeking
his assessment of the Subex option and as to
what would have made him accept the offer.
(This also becomes a gateway for those who
would like to revive the offer).
j) Welcome Bouquet: On the joining date
all candidates are welcomed with a small bouquet
from HR, at the reception.
k) Welcome board: The new recruits are
greeted with a welcome signboard at the
reception on the first day.
Subex walkthrough: Every new recruit is
l)
taken through a comprehensive PowerPoint
presentation on Subex work facilities and
practices. This gives the new recruits the
complete run down on the work facilities,
services and also familiarizes with all the
processes.
m) Informal net-introduction: The new recruit
is asked to fill in a profile form which seeks
information on his likes / hobbies / sports /
interests / favorite movie star /channel, etc. The
completed form along with the photograph of
the new recruit is uploaded on the intranet.
This provides scope for Subexians to associate
with the new recruit better.
n) House Assignment: Every Subexian is
assigned to one of the four houses. The house
concept helps in integration across various locations
/ groups / levels / functions. Each house selects
a captain and they are expected to put up events
on a fortnightly basis by rotation. There is also
an annual trophy for the best house.
f) Multimedia presentation: Before the
scheduled meeting the candidate is taken through
o)
Icebreaker lunch with the mentor: The new
recruit is taken out for a one-on-one Company
sponsored lunch meeting with the mentor on
the first or second day of his joining.
p) Subexian Traits: Subex work culture is a
manifestation of a set of common traits, which
are exhibited on the job. These traits have been
identified and articulated over a two-page write
up titled Subexian Traits. To facilitate better
understanding and internalization, these traits are
also translated with a clear example of ‘on the
job behavior’. This document is also uploaded
on the intranet. Every candidate attending the
career discussion is also given this write up.
q) Subexian Traits Integration Camp (STIC):
Every new recruit is nominated for a unique
two day residential outbound orientation program
that helps Subexians internalize the Subexian traits
and achieve higher level of cohesion and identity
with the organization.
r) Campus Selection test at various centers
entails a multimedia corporate presentation,
FAQs on the company and the selection
process, toffees in the exam hall, on the house
refreshments, followed by a specially designed
‘Thank you’ card.
s) Besides these normal practices, other
regular activities include birthday bashes, marriage
anniversary bouquet to the Subexian’s residence,
birthday gift cheques for children below 12
years, etc.
t)
The Subexian spirit: This is the guiding spirit
and the purpose statement for all our decision/
actions / priorities
Subex will do whatever it takes for Subexians
Subexians will do whatever it takes for
Customers
This highlights the interplay between Subex,
Subexians and Customers. The Subex workplace
echoes this message, with each Subexian proudly
displaying it in their workstations.
Acknowledgement of Subex HR Practices
Subex has won the HR excellence award under
the category “Organization with Innovative HR
Practices” from ‘All India HRD Congress’ in
January 2002.
In our brand-building journey we believe we
are currently at a phase where the industry has
acknowledged our unique HR practices and
we are on the threshold of the final phase i.e.
being able to command a premium for the Subex
Employer Brand.
— HR Team
Annual Report 2001 - 02
11
Subexian
Subexian is a leader and a thorough professional who
perseveres to execute a well defined business strategy, in a
committed manner, to achieve superior quality in providing
excellent overall support to all our customers.
12
Annual Report 2001 - 02
client
client
speak
speak
“The ratio of the tourist inflow with that of Cyprus’
population is very high and hence the kind of
people using our services is highly fragmented. So
our networks are prone to every possible kind of
fraud that has been devised. For this very reason
we were on the look out for a FMS that could
tackle all the different kind of frauds. Hence, we
had come up with a very demanding requirement
specification and Subex’s Ranger™ was the one
which catered to almost all the requirements”
Costas Psillides,
Head - Competitive Intelligence & Fraud Control,
CYTA, Cyprus
Annual Report 2001 - 02
Extreme Programming
Dakshinamurthy K.
Extreme programming (XP) is a refreshingly new
approach to software development that is being
adopted by more and more organizations.
Success of XP is based on its validation-centric
and trust-based approach to software
development. Most XPers (that is how XP
practitioners call themselves) believe that XP
brings back the fun in software development.
XP is based on a core set of values that are
shared among the team members - simplicity,
communication, feedback and courage. This
value system of XP brings in high discipline into
software development.
This write-up focuses on how XP addresses
and resolves some of the issues faced by
traditional approaches.
Software life cycle and cost of change
Developing software is a complicated process
and consists of different activities. The main
activities include - requirement analysis, high-
level design, implementation and maintenance.
Often these activities overlap and some times
these activities may be split into smaller activities.
Enough studies indicate that the cost of change
dramatically increases if the time between finding
a defect and fixing it increases.
Most of the traditional approaches to software
development address the cost of change by
introducing controls into the development process
by way of documents, reviews and checklists.
These controls try to reduce the number of
defects that are injected into the system at every
stage.
However, there is a flaw in this approach.
Software that is being developed to solve a
real world problem is supposed to satisfy the
requirements that exist at the time of delivery
and not to satisfy the requirements that exist at
the time of conceptualization of the software. If
the development of the software is going to
take more than 6 months (this is true for any
non-trivial software project), the probability of
changes being found at the time of delivery is
very high.
Extreme programming addresses the cost of
change in a different and radical manner. XP
assumes that the cost of change is constant
throughout the life cycle of the project. XP
does not avoid change – rather embraces it.
The practices of XP are built in such a way that
the interactions among the practices ensure good
quality software to be delivered in short release
cycles and delivering business value at every
stage of the project.
Planning
There are four variables in software development:
cost, time, quality and scope. Out of these
four variables quality has a special status. You
cannot get software delivered faster by reducing
the quality. You have to raise the quality, to be
certain of delivering software faster.
That leaves three variables that can be controlled.
In traditional approaches the part scope plays
in the development is either ignored or strongly
diminished. Study after study found that one
major reason for cancellation of projects is the
delay in delivering the software. Unfortunately,
most of these cancelled projects did not deliver
any business value either.
An XP approach to software development
actively considers all the four variables. During
the planning stage, the customer chooses the
features that make most business sense. The
short release cycles ensures that the project adds
business value to the customer as soon as
possible. An XP project that is canceled, still
would have delivered some business value to
the enterprise.
Technical vs. Business decisions
Traditional approaches do not distinguish
between the technical and business decisions.
So some business decisions like what portion of
software to develop might be made by the
development team. Similarly the business people
might undertake estimate and technology related
decisions. This results in decisions that might be
relying on half knowledge and may harm the
project.
XP clearly lays down the rules for making
decisions. In a typical project a business person
will not be allowed to make a technical decision
and vice versa. This ensures that the best person
for the job handles all the decisions for completing
the job.
The estimation problem
Estimation is an important part of planning to
complete a software project on time. Once we
have the specification and the delivery date fixed,
the problem is to decide how many developers
are required to complete the project. Once the
software project is delayed, we need to find a
way in which we can bring the project back on
track.
Unfortunately, most of the estimation techniques
that are available to the development teams are
based on concepts like function points, quality
of the resources available etc. Some estimates
are based on lines of code that are yet to be
written. The success of these estimation
techniques is based on statistical factors that
require a big enough sample to be of any use.
Most of the small and medium software projects
are staffed with 4-20 developers and these
estimates might not generate any useful figures.
XP realizes the vagueness of estimations. Instead
of using any formal techniques for estimation,
XP relies on the past performance of the team
to find its future performance. This ‘yesterday’s
weather’ technique ensures that the estimates
are accurate and takes into consideration the
development team learning during the course of
a project.
Quality assurance
Traditional approaches introduce quality controls
into the software development by way of
documents and reviews. It is common knowledge
in the software engineering circles that the quality
of software improves by the review processes.
Most of the reviews are conducted once the
work products are created. There are problems
in reviewing the work products after they are
created:
a. It is already working
If the work product is already created and
proven to be working (as in case of code)
there will always be a tendency to avoid changes
to the work product. The old engineering adage
“don’t fix if it ain’t broken” comes into play in
this kind of reviews.
b. Developers pride
For reviews to be effective there is a need for
open mind from the author of the work products.
In some cases the review comments might be
considered to be commenting on the developer’s
performance. It is a long way to go before all
programmers will be humble.
14
Annual Report 2001 - 02
In XP approach there are no reviews for work
products after they are created. All of the
reviews take place while the work product is
being created in the form of pair programming.
Collective wisdom of the developers is used to
make major design decisions during the release
planning and iteration planning.
Testing
A major difference between an XP project and
a traditional project is the way testing is
performed. In XP all the tests are automated.
No functionality is allowed to exist without
proper testing - either unit level or functional.
At the unit level, the tests are written first before
the code is written, thus ensuring that most of
the code is covered. At the functionality level,
each story is always accompanied by the
acceptance tests that need to run, for completion
of the feature. The insistence on quality from
the ground up in XP projects is a major factor
for the success of these projects.
XP @ Subex
We started experimenting with XP for product
development from January 2001. A pilot
project executed with XP gave good results.
The QA team at Subex along with the
development team created a hybrid version that
can meet the requirements of ISO and that of
XP. In a nutshell, most development teams follow
pure-XP, whereas the requirement analysis follows
a traditional approach.
Extreme Programming - A simple introduction
XP can be described as a set of practices.
These practices must be followed by all XP
projects. The practices are derived from the
core values - simplicity, communication, feedback
and courage. These practices are designed to
increase the business value of the software
produced.
1. The planning game
XP consists of two types of planning - Release
and Iteration. Release planning is usually done
for a 3-4 months period and iteration planning
is at a much smaller scale of 1-3 weeks. During
these sessions, the customers choose the stories
(features) that are required to be implemented.
The developers then estimate these stories. The
scope is adjusted to fit into the available
development time.
2. Small releases
At the end of each iteration (1-3 weeks), the
development team releases the system to the
customer. A release at the end of a release cycle
(3-4 months) is no different than any other
iteration release and should have all the functionality
that is committed during the release plans.
3. Metaphor
Metaphor is an informal replacement for the
architecture of the system. The metaphor is the
language in which the customers and developers
talk about the system. A ‘naive’ metaphor can
also be used, in which case, the object model
of the system is used to discuss the stories.
4. Simple design
XP does not have a separate design phase or a
design document. XP relies on the code being
written in such a fashion that a design document
becomes superfluous. A simple design is defined
as one that
a. Runs all the tests
b. Has no duplicated logic
c. Communicates the intention of the code to
the programmers
d. Has the fewest possible classes and methods
5. Testing
XP supports two types of testing: Unit and
Acceptance. Both types of tests should be
automated. The unit tests are written before the
code is written and that too only for the part
that is being developed currently. The acceptance
tests are written and maintained by the customers.
6. Refactoring
Refactoring is an approach to change the internal
design of a system without altering it’s external
behavior. The XP development cycle does not
have a separate design phase. XP relies on
simple design, unit tests and refactoring to ensure
that the software has the simplest possible design.
7. Pair programming
Pair programming is two developers sitting
together and writing a piece of code. The
developer handling the keyboard is called the
driver and his pair is called the navigator. XP
mandates that all the production code should
be written using this approach. During a session,
the development pair switches roles between
driver and navigator many times.
8. Collective ownership
The code in the system belongs to the whole
development team. There are no designated
developers who are responsible for individual
modules. Any developer who finds a need for
simplifying the system should do so.
9. Continuous integration
All the software is built multiple times every
day.
10. Sustained pace
Sustained pace (previously called 40-hour week
in XP literature) mandates that the developers
should work only that amount of time where
they can sustain the pace of their work. Overtime
during two consecutive weeks is not allowed
by XP.
11. On-site customer
When the developers are working at a fast
pace, even a delay of few hours in obtaining a
clarification over a feature might delay the project.
XP realizes that the best form of communication
possible is face to face. A customer should be
available to the development team. The customer
should be available on-site to ensure that there
are no delays.
12. Coding standards
The team collectively decides the coding
standards. Everyone in the team should follow
these coding standards.
The software developers know all the practices
mentioned above for a long time. Most of the
practices have been tried before. Some of these
practices were abandoned in favor of other
practices due to the drawbacks associated with
them. However, the innovation of XP is in
bringing all these practices together and ensuring
that the weaknesses of one practice is covered
by the strengths of one or more of the other
practices.
Annual Report 2001 - 02
15
Vision Statement
To be the leader in our areas of business through:
Total Customer Satisfaction, Commitment to Excellence
and Determination to Succeed.
Q u a l i t y S t a t e m e n t
To meet the demanding needs of the customers through strict
adherence to superior quality in every branch and level of the
organization and in all products and services provided by Subex.
16
Annual Report 2001 - 02
Financial Statements
for the year ended March 31, 2002
client
client
speak
speak
Subex’s Ranger™ Fraud Management System
will not only help us with our current
subscriber base, in postpaid as well as
prepaid, but also in anticipating a prospective
subscriber who is likely to demonstrate
fraudulent behavior. We therefore expect
our current business processes to become
more optimized, delivering greater efficiency
as well as profitability”
F.B. Cardoso,
President & CEO,
BPL Mobile, India
Annual Report 2001 - 02
17
Directors’ Report to the Members of Subex Systems Limited
Your directors have pleasure in presenting the Eighth Annual Report together with the Audited Accounts of the Company for the year ended
March 31, 2002.
FINANCIAL RESULTS :
Total Revenue
Profit before Interest, Depreciation & Amortisation
Interest, Depreciation & Amoritisation
Profit before tax
Provision for taxes
Profit after tax
Prior year taxes
Profit for the year
APPROPRIATIONS :
Dividend proposed
Provision for tax on Dividends
Transfer to General Reserve
Surplus carried to Balance Sheet
OVERVIEW :
2001-02
(Rs.in lacs)
5925.09
956.67
477.52
479.15
32.00
447.15
28.72
418.43
71.26
_
15.00
519.17
2000-01
(Rs.in lacs)
5578.84
1269.01
229.57
1039.44
0.60
1038.84
11.12
1027.72
142.51
14.54
750.00
187.00
The downturn in the telecom industry impacted the performance of your Company in the year under review. While the overall income grew from
Rs. 5,578.84 lacs to Rs. 5,925.09 lacs, registering a growth of 6%, the net profit declined from Rs. 1,027.72 lacs to Rs. 418.43 lacs. Lower
margins in the professional services rendered in the US, the closure of the offshore services business and provision for doubtful receivables were the
significant contributories to the reduction in the profits. However, the business mix improved, wherein Software Products contributed 32.82% of the
revenue and 73.73% of operating profits and Software Services contributed 66.34% of the revenue and 22.48% of the operating profits.
The continued downturn also affected several customers to whom the products were sold and taking into consideration the financial health of some of these
customers, the management has made a provision of Rs. 205.73 lacs towards doubtful debts. These provisions have been made in view of the additional
information received regarding the present financial conditions of these customers post the adoption of the un-audited accounts and hence the audited
accounts reflect a reduced net profit for the year at Rs. 418.43 lacs as against Rs. 600.19 lacs reflected in the un-audited numbers.
While the provisions have been made in the accounts as a matter of prudence, the management is making all efforts to collect the amounts due and holds
a strong belief that these amounts will be realized over the next 12 to 15 months.
DIRECTORS’ RESPONSIBILITY STATEMENT :
In accordance with the provision of Section 217(2AA) of the Companies Act 1956, the Board of Directors affirm ;
a)
That in the preparation of the accounts for the year ending March 31 2002, the applicable accounting standards have been followed and there are
no material departures there from.
b) That the accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31 2002 and of the profit of the Company for the year ended on
that date.
That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the accounts for the year ended March 31 2002 has been prepared on a going concern basis.
c)
DIVIDEND :
Your Directors recommend a dividend of Rs. 1/- per share (10% on par value of Rs.10/-), for the current year. In absolute value, the dividend payout
18
Annual Report 2001 - 02
for the current year is Rs. 71.26 lacs as compared to Rs. 142.51 lacs for the previous year. The dividend payout as a percentage of net profit is
17.03% as against 15.28% (inclusive of dividend tax) in the previous year. The dividend is payable on all the shares issued during the year.
The dividend has been reduced from 20% in the previous year to 10% this year with a view to conserve cash to be able to extend special payment
terms to potential customers and thereby win more business in a tough environment. This move will also enable the company to overcome the impact of
long collection cycles.
BUSINESS :
The Company maintained its focus on applications’ software for telecom. Several large carriers were added as the customers for the “RevMaxTM” suite
of products. Since the key challenge before a telecom carrier today is to maximize revenue, retain customers and optimize the infrastructure, the response,
for RevMaxTM, comprising RangerTM, a fraud management system, eProficioTM an electronic business support system and churn management tool and
INchargeTM, an inter-carrier billing verification system, has been excellent.
The offshore services delivery model that the company had established could not be sustained, since the customers in the US, for whom R&D work was
undertaken by the company, were impacted by the downturn in the telecom industry and hence were unable to continue the contracts. In view of the
uncertainty in the recovery of the sector and future contracts, your management decided to discontinue the offshore service centre. Several employees of
this division were absorbed in the Software Products Division.
The professional consulting services in the US, offered through the subsidiary, also was not spared by the downturn. There were several project
cancellations and the margins were under pressure. However, the management is happy to state that the business has improved in the last two quarters
and the outlook is positive.
SHARE CAPITAL :
The Company allotted 2,13,770 shares of Rs. 10/- each at a premium of Rs. 90/- per share to Toronto Dominion Bank, for cash, on 27th April 2002.
SUBSIDIARIES – SUBEX TECHNOLOGIES, INC :
For the year ended March 31 2002, Subex Technologies, Inc., earned an income of US$ 72,57,356 and a net profit of US$ 5650. The subsidiary
provides consultants for the contracts of your company and as such, the subsidiary’s income is reflected in the books of the parent. The consolidated
accounts are separately appended to this report. Your management has obtained an independent valuation of the subsidiary, according to which, there
has been no impairment in the carrying cost of the investment.
ACQUISITION OF INTELLECTUAL PROPERTY RIGHTS OF MAGARDI, INC :
During the year, the Company acquired the Intellectual Property Rights (IPR) comprising software codes and licenses of OUTsmartTM, a wireline fraud
management system and INchargeTM, an inter-carrier billing verification system from PricewaterhouseCoopers, Inc., (receiver of the property assets and
undertaking of Magardi, Inc on behalf of Toronto-Dominion Bank, and secured lenders of Magardi, Inc) at a total cost of Rs. 1,589.57 lacs.
The Company integrated OUTsmartTM into RangerTM and a single product covering both wireline and wireless operators is being marketed. The product
INchargeTM was only at a conceptual stage during acquisition and substantial development is underway for a beta version.
It was the intention of the Company at the time of acquisition that the cost of acquisition will be amortised during the year. Since, the products acquired
cease to exist, based on expert opinion, the company proposes to write-off the cost of the intangible asset against the balance in the share premium
account. The shareholders of the Company have approved the same in the extraordinary general meeting held on June 27 2002 and the Company has
filed an application for the confirmation of the Honourable High Court of Karnataka under the provision of Section 78 and 100 of the Companies Act,
1956.
BRANDING :
The Company’s applications for registration of the trademark “SUBEX” and “Ranger” with the authorities in India have been accepted and is under
process. Applications for trade mark registrations for “Ranger”, “eProficio”, “INcharge” and “RevMax” in the US have also been accepted by the
authorities and are in various stages of completion.
INFRASTRUCTURE :
The Company setup a marketing office in Cyprus and a marketing and support office in Canada, during the year.
EMPLOYEE STOCK OPTION PLANS :
Your Company has instituted two Employee Stock Option Plans (ESOP) to enhance employee commitment, reward performance and reduce attrition.
The details of the scheme are:
Annual Report 2001 - 02
19
EMPLOYEE STOCK OPTION PLAN - I (ESOP – I)
Instituted during 1999, ESOP – I is operated through Subex Foundation and was vested with 1,20,000 Equity Shares originally. Subsequent to the
issue of Bonus Shares, the number of shares available under the scheme has increased to 2,40,000 Equity Shares of which 1,59,375 shares have been
allotted to 39 employees. The original shares allotted under the scheme are subject to a minimum lock-in period of three years and Bonus Shares, subject
to a minimum lock-in period of one year. The shares under the scheme are allotted at a price, which is not less than 50% of the market value of the shares
as on the date of grant.
EMPLOYEE STOCK OPTION PLAN - II (ESOP- II)
Under this scheme, 5,00,000 options have been allocated for grant to the employees. Each option is convertible into one Equity Shares of
Rs.10/-, each fully paid. This scheme has been formulated in accordance with the SEBI guidelines on ESOP & ESPS dated June 19,1999. As per
the scheme, the Compensation Committee grants the option to those employees deemed eligible by the Advisory Board constituted for the purpose. The
options are granted at a price, which is not less than 85% of the average market price of the underlying shares, based on the quotation in the Bombay
Stock Exchange for 15 days prior to the date of grant. The options granted vest over a period of 1 to 4 years and can be exercised over a period of
3 years from the date of vesting. As on March 31, 2002, 141 employees were granted options aggregating to 2,07,900.
Additional information as per SEBI guidelines;
1. Number of shares / options allotted / granted during the year.
Nil
ESOP – I
ESOP - II
97,950
2. Grant price – percentage of discount to the market price
N.A.
of the shares on the date allotted / granted.
85% of average market price for 15 days prior
to the date of grant.
3. Shares / options issued to Senior Management.
N.A.
J M Prasad 11,000
K.Dakshinamurthy 10,000
Bruce Jones 6,000
4. No. of employees to whom more than 5% of the shares /
options issued during the year.
5. No. of employees who were issued shares exceeding 1%
of the issued capital of the Company.
6. Diluted earning per share
ORGANIZATIONAL CHANGES :
N.A.
None
-
Three
None
Rs. 5.68
Due to various organizational changes, Mr. Anurag Tyagi, Chief Technology Officer, Telecom Consulting Group, Mr. S.S. Sundarkrishna, Senior Vice
President, Software Development and Mr. Prabha Shankar Nadig, Assistant Vice President, Software Development resigned from the Company. Other
changes were effected to provide more focus to Software products.
CORPORATE GOVERNANCE :
Your Company has complied with all the recommendations of the Kumaramangalam Birla Committee on Corporate Governance constituted by the
Securities Exchange Board of India (SEBI), The compliance report for the financial year ended 2002, is provided in the Corporate Governance report
in this Annual Report. The auditors’ certificate on compliance with the mandatory recommendations of the committee is annexed to this report.
In addition, your directors have documented your Company’s internal policies on Corporate Governance. In line with the committee’s recommendations,
the management’s discussion and analysis of the financial position of the Company is provided in this Annual Report
INVESTOR RELATIONS :
In keeping with the Company’s objective of being investor friendly, an Investor Relations Department (IRD) under Mr. Alex J. Puthenchira, co-founder
of the Company, has been setup. The IRD proactively interacts with the investors on their suggestions, queries and requests. The Company’s web site
(www.subexgroup.com) has a separate Investor Relations Section which provides considerable information about the Company and answers to the list of
Frequently Asked Questions and Return on Investment calculator among other relevant data.
The Company offers holding of shares in de-materialised form and towards this has entered into the necessary agreements with NSDL and CDSL.
DIRECTORS :
Mr. K. Bala Chandran and Mr. V. Balaji Bhat, Directors, retire by rotation and being eligible, offer themselves for re-appointment.
20
Annual Report 2001 - 02
FIXED DEPOSITS :
The Company has not accepted any fixed deposits from the public during the year.
PARTICULARS OF EMPLOYEES :
As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of employees are set out in the annexure included in this report.
INFORMATION UNDER SECTION 217 1(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 :
a) PARTICULARS OF CONSERVATION OF ENERGY
The operations of the Company involve low energy consumption. However adequate measures have been taken to conserve the energy consumption.
b) FOREIGN EXCHANGE EARNING AND OUTGO :
The change in the business mix of the Company has resulted in substantial foreign exchange earnings as compared to the previous years. With the
focus of your Company on software services and product exports, the consequent foreign exchange earning is expected to increase. However the
acquisitions will result in foreign exchange outgo, which over a period of time is expected to be exchange neutral.
i)
ii)
Foreign Exchange earnings Rs. 5,108.59 lacs. (Previous year Rs. 4,256.89 lacs)
Foreign Exchange outgo Rs. 5,365.41 lacs. (Previous year Rs. 4,512.99 lacs)
c)
TECHNOLOGY ABSORPTION :
i)
Technology Absorption, Adoption and Innovation :
The Company has not imported any technology. However, the telecommunications domain, in which your Company operates, is subject to a
high level of obsolescence and rapid technological changes. Your Company has developed inherent skills to keep pace with these changes.
Software products being a significant line of business, the Company incurs expenses on product Research and Development on a continuous
basis. These expenses are charged to revenue under the respective heads and are not segregated and accounted separately.
AUDITORS’ OBSERVATIONS :
The Note No. II.4 of Schedule R referred to in the Auditors’ observation no. (vii) is self explanatory.
AUDITORS :
The term of office of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company expires at the conclusion of the Annual
General Meeting and they are eligible for re-appointment.
SOCIAL RESPONSIBILITIES - SUBEX CHARITABLE TRUST
The Company has set up a charitable trust with a corpus of Rs.5.00 lacs to provide for welfare activities for underprivileged and the needy in the society.
Subexians have also contributed to the trust. The trust is managed by Trustees elected from amongst the Subexians. The following are the trust activities
during the year ;
1. Provided health care to tribals at a cost of Rs. 1.31 lacs.
2. Sponsored scholarship for 2 students for an academic year at a cost of Rs. 0.24 lacs.
3. Medical expenses Rs. 0.45 lacs.
ACKNOWLEDGMENTS :
Your Directors wish to express their gratitude and thanks to the Customers, Suppliers, Investors and Bankers for their continued support for the Company’s
growth. Your Directors place on record the appreciation of the contribution made by Subexians at all levels, enabling the Company to achieve an excellent
growth. Your Company also thanks the Government of India, Department of Telecom, Central Excise and Customs Department, Software Technology
Parks of India, Bangalore, Ministry of Commerce, Foreign Investment Promotion Board, Reserve Bank of India, State Government and other Governmental
Agencies for their support during the year and look forward for their continued support.
Place : Bangalore
Date : September 17, 2002
For and on Behalf of the Board
Subash Menon
Chairman & Managing Director
Annual Report 2001 - 02
21
ANNEXURE TO THE DIRECTORS’ REPORT :
Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part
of the Directors’ Report for the year ended March 31, 2002.
Name
Designation
Quali-
fication
Age Experience
(No.of
Years)
Date of
Commen-
cement of
Employment
Remuneration
received
Rs.
Previous Employment
Subash Menon
Managing Director
Alex J Puthenchira
Executive Director
B.E
B.E
36
14
36
14
Sudeesh Yezhuvath
Wholetime Director
B.Tech
33
12
Dakshinamurthy Karra
General Manager-
Software Devt.
B.Sc
38
14
J.M.Prasad
Chief - Human Resources M.B.A 41
16
Sreejith K.M
Senior Project Manager
B.E
33
10
Anurag Tyagi *
Chief Technology
Officer-Telecom
Ph.D
38
10
Prabha Shankar Nadig* Asst.V.P-Software
Development
S. S. Sundarakrishna*
Sr.V.P- Technical
B.E
B.E
44
18
45
21
* Employed for part of the year.
December
1994
December
1994
December
1994
February
1999
April
2000
November
2000
September
2000
February
2001
February
1999
1,295,274
Eltel Industries
1,226,388
1,621,108
Inductotherm
(India) Limited
Transmatic Private
Limited
1,359,900
Powertel Boca Ltd
1,397,664
Tata Elxsi Ltd
1,424,114
Digital India
817,257
The Hong Kong
Univ. of Science & Tech.
1,286,902
C.B.S.I
2,040,135
PSI Data Systems Ltd
22
Annual Report 2001 - 02
Report on Corporate Governance
Securities and Exchange Board of India (SEBI) has at its meeting held on January 25, 2000 considered the following recommendations of the
Kumaramangalam Birla Committee on Corporate Governance and decided to implement the recommendations through an amendment to the Listing
Agreement of Companies listed with the stock exchanges.
I.
COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
Over the years, Subex has shown a commitment towards effective Corporate Governance. Consistent with this commitment, Subex seeks to achieve
a high level of responsibility and accountability in the internal systems and policies. Subex respects the inalienable rights of the shareholders to
information on the performance of the Company. The Company’s Corporate Governance policies ensures among others the accountability of the
Board of Directors and the importance of its decisions to all its participants viz., Customers, employees, investors, regulatory bodies etc.
II. BOARD OF DIRECTORS
A. Composition and category of Directors as on March 31, 2002 is as follows
Category
Promoter Directors
Non executive independent directors
Other Executive Directors
Total
No. of Directors
2
3
1
6
%
33%
50%
17%
100%
B. Attendance of each director at the BOD meetings and the last AGM and membership on other BOD or Committees.
Director
Mr. Subash Menon
Mr. Alex J. Puthenchira
Mr. K. Bala Chandran
Mr. V. Balaji Bhat
Mr. Vinod R. Sethi
Mr. Sudeesh Yezhuvath
No. of Board
Meetings held
No. of Board
Meetings attended
Last AGM No. of other membership on
attendance
other Boards
7
7
7
7
7
7
7
6
4
6
4
3
Yes
Yes
Yes
Yes
Yes
No
2
2
1
6
9
0
C. Number of Board of Directors meetings held, dates on which held.
7 (seven) Board meetings were held during the year. The dates on which the meetings were held are as follows
02-05-2001
02-01-2002
26-05-2001
27-01-2002
D. Brief details of Directors seeking re-appointment.
13-07-2001
30-07-2001
22-10-2001
Mr. V. Balaji Bhat and Mr. K. Bala Chandran seek re-appointment at the ensuing Annual General Meeting.
Mr. V. Balaji Bhat is a qualified Chartered Accountant with 14 years of experience.
He is also a Director on the Board of following Companies:
IndusAge Advisors Private Limited, IndusAge Management Services Private Limited, IndusAge Advisors (Asia Pacific) Pte Ltd, Federal Technolo-
gies Limited, Apara Enterprise Solutions Private Limited, Amsal Infotech Private Limited
Mr. K. Bala Chandran is a Graduate in Physics and holds a Post Graduate Diploma in Business and Industrial Management.
He is the Managing Director & CEO of M/s Krone Communications Ltd., a listed company in the field of Physical Connectivity Solutions for
Telecommunications and Data Networking. Prior to this, he was Technical Sales Engineer – High Vacuum Division of Lawrence & Mayo (India)
P Ltd and Regional Manager – Clean Systems Division of the S&J Group.
III. AUDIT COMMITTEE
A. As required by the Code of Corporate Governance, a qualified and independent Audit Committee shall be set up having a minimum of three
independent non-executive directors as members. The role of the Audit Committee shall include the following:
Annual Report 2001 - 02
23
(cid:79) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible.
(cid:79) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for repayment for any other services.
(cid:79) Reviewing with management the annual financial statements before submission to the Board.
The current charter of the Audit Committee is in line with international best practices and the regulatory changes formulated by SEBI and the listing
agreements with the Stock Exchanges on which Subex is listed.
B. Composition, name of members and chairperson.
The Company has an Audit Committee since January 25, 2001, under the chairmanship of Mr V. Balaji Bhat with Mr. Subash Menon,
Mr. K. Bala Chandran and Mr. Vinod R Sethi as members thereof. The Company Secretary is the secretary of the Audit Committee.
C. Meetings and attendance during the year.
During the financial year 2001-02, the Audit Committee meetings were held two times, i.e., on 2nd May 2001 and 21st October, 2001 and
the Audited Accounts for the year ending March 31, 2001 and half-yearly unaudited accounts for the period ending 30th September 2001 were
adopted at these meetings respectively. All the Committee members attended both the Meetings.
IV. REMUNERATION COMMITTEE
This committee, being non-mandatory in nature, has not been set up.
A. Details of Remuneration to all Directors.
Name
Designation
Mr. Subash Menon
Mr. Alex J Puthenchira
Mr. Sudeesh Yezhuvath
Chairman & Managing Director
Executive Director
Wholetime Director
Remuneration
Rs.
12,95,274
12,26,388
16,21,108
In case of Mr. Subash Menon and Mr. Alex J Puthenchira, there is no Performance Incentive, commission to be paid, notice period or severance
fee other than gratuity benefit. No stock options have been granted to these Directors except Mr. Sudeesh Yezhuvath.
V. SHARE TRANSFER COMMITTEE
The Company holds Share Transfer Committee Meetings two / three times a month as may be required, for approving the transfers/transmissions of
equity shares. The Company has appointed Canbank Computer Services Limited, a SEBI recognised transfer agent, as its Share Transfer Agent with
effect from November 6, 2001. The Share Transfer Committee has met 33 (Thirty Three) times during the financial year 2001-02 on these days:
10-04-2001
09-06-2001
10-08-2001
10-10-2001
10-12-2001
28-02-2002
20-04-2001
20-06-2001
20-08-2001
20-10-2001
20-12-2001
15-03-2002
30-04-2001
30-06-2001
30-08-2001
30-10-2001
31-12-2001
30-03-2002
10-05-2001
13-07-2001
10-09-2001
10-11-2001
15-01-2002
19-05-2001
20-07-2001
20-09-2001
20-11-2001
31-01-2002
30-05-2001
30-07-2001
30-09-2001
30-11-2001
15-02-2002
The Company ensures that the share transfers are effected within one month of their lodgement.
INVESTOR GRIEVANCE COMMITTEE
VI.
A. This Committee looks into redressal of shareholder and investor complaints.
The members of the Company’s investor grievance committee are:
Mr. K. Bala Chandran, Chairman
Mr. Alex J. Puthenchira
B. Number of shareholders complaints received, number not solved to the satisfaction of the shareholder and number of pending transfers.
The details are provided in the “Shareholders Information” section of this report.
VII. COMPENSATION COMMITTEE
The Company has instituted Employee Stock Options Scheme in line with the SEBI Guidelines. In order to grant options under the scheme to eligible
employees, a Compensation Committee has been formed.
24
Annual Report 2001 - 02
A. Members of the Committee.
The committee comprises of following members:
Mr. V. Balaji Bhat, Chairman
Mr. K. Bala Chandran
Mr. Subash Menon
B. Meetings and attendance during the year.
The committee has met 5 times during the current financial year on these dates:
06-06-2001
26-09-2001
09-10-2001
08-10-2001
01-01-2002
Mr. V. Balaji Bhat has chaired the Meetings on all these days.
VII. GENERAL BODY MEETINGS
A. Location and time of the last three AGMs.
Year
April 24,1999
June 19, 2000
Jue 13, 2001
Venue
Registered Office
Le Meridien – Bangalore
Le Meridien – Bangalore
Time
10.00 a.m.
3.00 p.m.
3.00 p.m.
B. Whether any special resolutions were put through postal ballot last year, details of voting pattern, person who conducted the postal ballot
exercise, proposed to be conducted through postal ballot and procedure for postal ballot.
No special resolutions were put through the postal ballot last year.
VIII. DISCLOSURES
A. Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its founders, the directors
or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.
It is provided under the paragraph “related party transactions” in the financial statements section in this Annual Report.
B. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority,
on any matter related to capital markets, during the last three years.
None.
IX. MEANS OF COMMUNICATION
A. Quarterly results – which newspaper normally published in; any website, where displayed; whether it also displays official news releases; and the
presentations made to institutional investors or to the analysts.
The quarterly audited results are generally published in all editions of The Financial Express and Udayavani. The entire quarterly financial statements
as well as the annual financial statements are posted on the Company’s website http://www.subexgroup.com. Subex also regularly provides
information to the Stock Exchanges as per the requirements of the Listing Agreements and updates the website periodically to include information on
new developments and business opportunities.
B. Whether the Management Discussion and Analysis section is part of the annual report or not.
Yes
X. GENERAL SHAREHOLDER INFORMATION
This is provided in the Shareholders Information section of this Annual Report.
Place : Bangalore
Date : September 17, 2002
Subex Systems Limited
Subash Menon
Chairman & Managing Director
Annual Report 2001 - 02
25
Auditors’ Certificate
To the Members of Subex Systems Limited
We have examined the compliance of conditions of Corporate Governance by Subex Systems Limited, for the year ended March 31, 2002, as
stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to procedures and
implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the
Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above
mentioned Listing Agreement.
As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that based on the report given by the
Registrars of the Company to the Investors’ Grievances Committee, as on March 31, 2002, there were no investor grievance matters against the
Company remaining unattended /pending for more than 30 days.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
Place : Bangalore
Date : September 17, 2002
For Deloitte Haskins & Sells
Chartered Accountants
V. Srikumar
Partner
26
Annual Report 2001 - 02
Additional Information to Shareholders
The Subex Management is committed to improving the levels of transparency and disclosure. In pursuance of this, an attempt has been made to disclose
hereunder, information about the Company, its Business, Operations, Outlook and Risks.
1. Company
1.1. Subex Systems Limited (Subex) was incorporated in 1994 as a Private Limited Company under the Companies Act, 1956 at Bangalore,
Karnataka. The Company was converted into a Public Limited Company in 1996. The Company made an Initial Public Offer during
July 1999 and the Equity Shares are listed on Mumbai, Bangalore and Hyderabad Stock Exchanges.
1.2. The company’s applications for registration of the trade mark “SUBEX” and “Ranger” with the authorities in India have been accepted and
is under process. Applications for trade mark registrations for “Ranger”, “eProficio”, “INcharge” and “RevMax” in the US have also been
accepted by the authorities and are in various stages of completion.
1.3. Subex, unlike the general trend in the software business sector in India, focuses on developing and marketing application products in the field
of telecommunication. These solutions are developed at the facilities of the company in Bangalore and are sold, marketed and supported by
its’ many offices around the world. The Company’s vision is to be a global leader in providing software products and solutions for telecom
applications. Towards this, the business strategy is focused on :
1.3.1. Creation and promotion of a master brand “RevMaxTM” which forms the platform for all the products. RevMaxTM is squarely
positioned in the revenue maximization space.
1.3.2. Conceptualising, designing and developing products for telecom applications in the revenue maximization segment with a special
emphasis on fraud management, churn management, inter-carrier billing verification, intra-carrier billing verification etc. for both circuit
switched and packet switched networks.
1.3.3. Creating value through ownership of intellectual property with respect to software products.
1.3.4. Acquiring businesses which are strategic and complementary to the existing line of activities.
2. Business and Operations
2.1. Business Segments
2.1.1. The Company operates in two major business segments.
2.1.1.1. Telecom Software Products - The Company’s defined space of operation for products is Revenue Maximization. The
objective is to develop and market products that belong to this category. Towards this end, the Company has
developed and is marketing RangerTM, a fraud management system; eProfocioTM, an Electronic Business Support
System for churn management through enhanced customer satisfaction and INchargeTM, an inter-carrier billing verifica-
tion system. Further, the company is in the process of developing more products for the same market segment. These
products form a suite in the Revenue Maximization space, called RevMaxTM. The customers for these products are
voice, data, internet and such other communications service providers.
2.1.1.2. Telecom Software Consulting - The Company serves telcos and vendors (in the telecom space) for their software
development requirements in the Operations Support Systems (OSS) space. The focus is on application development
for billing, customer care, inventory management, performance monitoring etc. AT&T continues to be the largest
customer for this business unit.
2.1.1.3. Business Mix - Blazing a new path in the software business segment in the country in general and in the telecom
software business segment in particular, we have grown quite substantially in the application software products arena.
Our special commitment to this part of the business and the continued focus achieved increasingly throughout the year
has started to bear fruits in a very satisfying manner with regard to the revenue and profit composition.
The Company expects to increase the tilt in the revenue composition in favour of this segment to further improve the
profitability of the Company that will be witnessed in the years to come, starting with the financial year FY03.
2.2. Sales & Marketing, Customers & Growth :
2.2.1. Brand building and positioning form the under pinning strategies for success in software products business. Subex has successfully
positioned its’ RevMaxTM suite of product offering in the vibrant area of revenue maximization. Several methods have been adopted
to continue this crucial activity and they include participation in trade shows, speakerships at trade conferences, channel partner-
ships, technology partnerships, direct marketing and memberships in industry associations.
2.2.2. Trade shows - Subex participates in more than 15 trade shows in a year in select geographies. The objective is to increase this to
about 25 in the coming years.
Annual Report 2001 - 02
27
2.2.3. Channel Partnerships - Subex has several partners who operate in various strata of sales efforts. These include Tekelec, Voicecom,
Erlang Communications etc.
2.2.4. Technology Partnerships - These are essential to stay in the leading edge of technology that in itself forms a key aspect for growth.
Subex partners with world leaders like Intel, Sun Microsystems, HP, IBM, Microsoft, Oracle etc.
2.2.5. Direct Marketing - Subex regularly produces white papers and technology documents which are distributed worldwide to the industry
professionals. This effort helps position Subex as an organization in the forefront of technology. Further, it leads to a consulting
relationship with customers who look towards Subex for guidance and recommendations on benchmarking, good practices etc.
2.2.6. Memberships - Keeping abreast of technology calls for active participation in industry bodies. Such association also provides an
opportunity for Subex to play a key role in formulating specifications and guidelines for the industry. Subex is a member of GSM
Association, FIINA, CFCA, TUFF and NASSCOM.
2.2.7. The company has been constantly expanding its’ customer base while growing deeper into each relationship. An increasing number.
of installations have been achieved during FY02. This is expected to result in an increased annuity base for the years to come. Key
statistics about customer acquisition and the growth of the same are given below graphically.
140
120
100
80
60
40
20
0
FY01
FY02
Call Detail Records (CDR) being processed
by RangerTM per day, in millions
25
20
15
10
5
0
FY01
FY02
Total number of networks with
RangerTM installations
2.3. Quality
2.3.1. Subex is dedicated to maintain the highest levels of quality standards throughout its operations. Towards this, the Company has
been accredited ISO 9001 certification.
2.4. Employees
2.4.1. Subex had 200 employees as at March 31, 2002. The Company provides excellent opportunities for professionals to be
involved in leading edge technologies with a view to solve complex technical problems. This has resulted in an ability to attract and
retain highly qualified professionals. The Company has Employee Stock Option Plans to reward performance. On the whole, the
Company has been able to achieve a high level of retention. The Company empowers its personnel extensively and provides
continuous training and upgradation of skills.
2.5. Properties
2.5.1. The Company operates from about 27,000 Sq. Ft. of leased premises at various locations in India and US. The Company is also
in the process of setting up additional facilities.
3. Outlook – Issues & Risks
3.1. Technology & Trends
3.1.1. The telecom software products and services segments that Subex operates in, is subject to high levels of obsolescence and rapid
technological changes. This is particularly true for the products business of the Company. Subex has set up processes and
methodologies to address this threat and to turn it into a strategic advantage by being in the forefront of technological evolution.
Regular skill upgradation programs and training sessions that include attending global conferences, employing specialized consultants
etc. are undertaken.
3.1.2. The products and services offered by the Company fulfill the critical need of any carrier with regard to maximizing revenues & profits
and optimizing costs. Given the tough financial and growth conditions being faced by the carriers, the world over, managements of
these Companies today accord an increased significance to the procurement and deployment of revenue maximization solutions. This
attitudinal change in the market place has resulted in a healthy demand for the products and services of the company while boosting
competition necessitating a continuous learning process. Subex has been successful in overcoming these challenges in the market place
and establishing its’ RevMax™ brand as a reliable, robust and technically advanced suite of products and services that adequately
28
Annual Report 2001 - 02
meets the requirements of the carriers.
3.1.3. Retention of software personnel is another major risk being faced by the Company. Towards this, Subex provides an empowered
atmosphere with extensive mentoring, career counseling and constant learning opportunities in cutting edge and challenging technologies.
3.2. Market
3.2.1. The downturn in the telecom industry, on an unprecedented scale, could affect the growth of the Company. However, the focus
of the Company in the high margin business of telecom software applications is expected to overcome the impact.
3.2.2. Certain markets in which the Company sells its products are subject to foreign exchange repatriation and economic risks, which may
result in either delayed recoverability or even non realisability of revenue. Though the Company entered several such markets in the
past to gain product acceptance, the management is presently cautious in venturing into such markets.
3.2.3. On the Consulting front, the Company has a high client concentration in AT&T. However, this risk has been mitigated by expanding
the base to many disparate business units of AT&T and through continuous expansion of the client base outside this entity.
3.3. Statutory Obligations
3.3.1. The Company has registered with Software Technology Parks of India for software development activities and has availed Customs
Duties, Sales Tax and Central Excise exemptions. The non-fulfillment of export obligations may result in penalties as stipulated by the
Government and this may have an impact on future profitability.
3.3.2. The Company has completed an acquisition in the US after obtaining necessary approvals. Since this involved substantial foreign
exchange outlay, there are export obligations and repatriation conditions imposed by the authorities in India. The non-fulfillment of
these stipulations may have an impact on the future profitability and growth.
3.4. Environmental Matter
3.4.1. Software development, being a pollution-free industry, is not subject to any environmental regulations.
3.5. Legal Proceedings
3.5.1. There are no material legal proceedings pending against the Company.
3.6. Foreign Exchange
3.6.1. The Company has substantial exposure to foreign exchange related risks on account of import of hardware & related software for
integration and revenue earnings & expenses relating to export of software. The Indian Rupee has depreciated against the US dollar
during the year and it is difficult to predict the future exchange rates. The Company intends to improve Foreign Exchange Management
within the Company with the help of outside professionals.
3.7. Taxation
3.7.1. Significant tax benefits have been given to the software Companies in India. These benefits are presently available to the Company.
However, with frequent changes in the Government, the policies are also subject to change. Any changes may adversely affect the
post tax profits of the Company.
India, having been among the signatories to the World Trade Organization, there exists a commitment to reducing the import tariff
levels, thereby exposing the Indian entrepreneurs to global competition.
3.7.2.
3.8. Litigation
3.8.1. There is an increasing trend in litigation regarding intellectual property rights, patents and copyrights in the software industry. There also
exists other corporate legal risks. The Company has no material litigation pending against it in any court in India or abroad.
3.9. Contractual Obligation
3.9.1.
In terms of the contract entered into by the Company with its customers in the ordinary course of business, the Company is obliged
to perform and act according to the contractual terms and regulations. Failure to fulfill the contractual obligations arising out of such
contracts may expose the Company to financial and other risks.
Annual Report 2001 - 02
29
3.9.2. The management has taken sufficient measures to cover all of its contractual risks and does not foresee any major liability due to its
non - fulfillment of any contractual terms and conditions.
4.
In addition to the afore-mentioned issues and risks, the management believes that the following risks may also impact the operations of the
Company adversely :
4.1. Risk relating to Acquisition : A key element of our growth strategy is acquisition of business with activities that are complementary to those
offered by us. Acquisition and merger of an enterprise has associated risks in the form of personnel, clients and regulatory issues. The success
of the acquisition will depend upon the ability to retain the employees and the clients and further leverage the business of the existing clients
of the acquired Company. Timely handling of regulatory issues is also a key factor to the success of an acquisition. The management believes
that it has the capability and expertise to manage this risk.
4.2. Risk relating to Management of Growth : The Company has been experiencing significant growth and coupled with the acquisition, the
growth is expected to place a significant demand on the management and the resources. Subex has developed and improved upon the
operational, financial and internal controls & reporting systems to mitigate this risk.
4.3. Variability of Quarterly Operating Results : The quarterly operating results of the Company have varied in the past due to reasons like
seasonal pattern of hardware and software capital spending by customers, information technology outsourcing trends, timing, size & stage of
projects, hiring of additional staff, changes in billing and employee utilisations and timing and integration of acquired businesses. Hence, the
past operating results and period to period comparisons may not indicate future performance. The management is attempting to mitigate this
risk through expansion of client base geographically.
5. Key Financials and Ratio Analysis
Financial Highlights / Year ending March 31
2002
2001
2000
1999
1998
Rs. in lacs except the key indicators
Total Income
Export Sales
Operating Profits (EBDIT)
Depreciation & Amortisation
Profit before tax
Profit after tax
Equity Dividend %
Share Capital
Reserves & Surplus
Net Worth
Gross Fixed Assets
Net Fixed Assets
Total Assets
Key Indicators
Earning per Share
Cash Earning per Share
Book value per Share
Debt (including Working Capital) Equity Ratio
EBDIT / Sales - %
Net Profit Margin - %
Return on year end Net Worth %
Return on year end Capital Employed %
5925.09
5737.92
956.67
356.76
479.15
418.43
10%
712.57
4,580.12
3,671.06
1,638.05
1,095.28
8,961.64
5.87
10.88
51.52
0.46
16.15%
7.06%
11.40%
17.90%
5,578.84
4,795.94
1,269.01
208.00
1,039.44
1,027.72
20.00%
712.57
4,218.17
4,883.93
1,098.24
855.03
6,720.57
14.42
17.34
68.54
0.01
22.75%
18.42%
21.04%
25.62%
3,158.58
1,341.97
654.52
37.70
562.58
502.58
40.00%
356.24
3,690.52
3,998.05
507.43
450.11
6,355.11
14.11
15.17
112.23
0.01
20.72%
15.91%
12.57%
16.22%
1,183.32
156.21
173.22
11.80
115.77
102.51
30.00%
106.41
214.53
320.79
242.79
209.20
1,005.16
9.63
10.74
30.15
0.53
14.63%
8.66%
31.96%
31.81%
813.09
_
118.17
9.44
80.22
58.72
30.00%
106.41
147.12
253.35
189.61
167.63
748.97
5.52
6.41
23.81
0.40
14.53%
7.22%
23.18%
30.06%
30
Annual Report 2001 - 02
Auditors’ Report
To the Members of Subex Systems Limited
We have audited the attached Balance Sheet of Subex Systems Limited, as at March 31, 2002, and the Profit and Loss Account of the Company
for the year ended on that date annexed thereto. These finanical statements are the responsibility of the management of the Company. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we plan and perform the audit
to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting
framework and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating
the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.
As required by the Manufacturing and Other Companies (Auditors’ Report) Order, 1988 issued by the Company Law Board in terms of Section
227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order,
to the extent applicable to this Company.
Further to our comments in the Annexure referred to above, we report that:
(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our
audit.
(ii)
(iii)
(iv)
(v)
In our opinion proper books of account as required by law have been kept by the Company, so far as appears from our examination of those
books and proper returns adequate for the purpose of our audit have been received from the US branch not visited by us.
The report on the accounts of the US Branch audited by the Branch Auditors has been forwarded to us and has been dealt with by us in
preparing this report.
The Balance Sheet and Profit and Loss Account dealt with by this report are prepared in accordance with the Accounting Standards referred
to in Section 211(3C) of the Companies Act, 1956.
The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account and the audited branch
returns.
(vi) On the basis of written representations received from the Directors of the Company, as at March 31, 2002 and taken on record by the Board
of Directors, we report that none of the Directors is disqualified as on March 31, 2002 from being appointed as a Director in terms of clause
(g) of sub-section(1) of Section 274 of the Companies Act, 1956.
(vii) As explained in Note II.4 of Schedule R, the management does not propose to develop and market OUTsmartTM as a stand alone product and,
on receipt of the approval of the High Court of Karnataka, proposes to write off the cost of the acquisition of the intellectual property rights
of Rs. 158,956,637 against the balance in the share premium account rather than writing off the same to revenue.
(viii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes
and accounting policies give the informaton required by the Companies Act, 1956, in the manner so required and subject to our comments in
para (vii) above, give a true and fair view in conformity with the accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2002; and
(b) in the case of the Profit and Loss Account of the profit for the year ended on that date.
Place : Bangalore
Date : September 17, 2002
For Deloitte Haskins & Sells
Chartered Accountants
V. Srikumar
Partner
Annual Report 2001 - 02
31
Annexure to the Auditors’ Report
(Referred to in our Report of even date)
1. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. The programme
of physical verification of Fixed Assets by the Management provide for such verification in a phased manner over a period. The verification carried
out by the Management, in our opinion, is reasonable having regard to the size of the Company and nature and location of its assets.
2. The Fixed Assets of the Company have not been revalued during the year.
3. The stock of finished goods, stores and spare parts and raw materials have been physically verified during the year by the management. In our
opinion, the frequency of verification is reasonable.
4. The procedures of physical verification of stock followed are reasonable and adequate in relation to the size of the Company and the nature of
its business.
5. The discrepancies noticed on verification between the Physical Stocks and the book records have been properly dealt with in the books of
accounts.
6. On the basis of our examination of stock, we are of the opinion that the valuation of stocks is fair and proper in accordance with the normally
accepted accounting principles and is on the same basis as in the preceeding year.
7. The Company has taken inter corporate deposits from Companies under the same management within the meaning of Section 370 (1B) of the
Companies Act, 1956, the terms of which are not prima facie prejudicial to the interests of the Company. The Company has not taken any loans
from Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act 1956.
8. The Company has not granted any loans to Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies
Act, 1956 and Companies under the same management within the meaning of Section 370(1B) of the Companies Act, 1956.
9. Loans and Advances in the nature of loans have been given to employees and others who are repaying the principal amount as stipulated and are
also regular in payment of interest where applicable.
10. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with
the size of the Company and the nature of its business with regard to purchase of stores, raw materials including components, plant and machinery,
equipment, other assets and for the sale of services. With respect to the sale of software products, the Company is in the process of strengthening
it’s documentation procedures for the delivery of its products to customers.
11. In our opinion, and according to the information and explanations given to us, the transaction of purchase of goods and materials and services
made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and
aggregating during the year to Rs.50,000/- or more in respect of each party have generally been made at prices which are reasonable having
regard to the prevailing market prices as available with the Company or prices at which transactions for similar goods or services have been made
with other parties.
12. As explained to us, the Company has a regular procedure for determination of unserviceable or damaged stores, raw materials and finished goods.
Adequate provision has been made in the accounts for the loss arising on the items so determined.
13. As explained to us, the Company has not accepted any deposits from the public.
14. As explained to us, the Company does not generate any scrap and does not have any by-products.
15. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
16. We are informed that the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956, for the products of the Company.
17. According to the records of the Company, the Company has been regular in depositing Provident Fund and Employees’ State Insurance dues with
the appropriate authorities during the year.
18. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax,
Customs Duty and Excise Duty were outstanding as at March 31, 2002, for a period of more than 6 months from the date they became payable.
32
Annual Report 2001 - 02
19. According to the information and explanations given to us, no personal expenses have been charged to revenue other than those payable under
contractual obligations or in accordance with generally accepted business practice.
20. In our opinion, the Company is not a Sick Industrial Company within the meaning of clause(0) of subsection (1) of Section 3 of the Sick Industrial
Companies (special Provisions) Act, 1985.
21. In our opinion, and according to the information and explanations given to us, the Company has a reasonable system of allocating man-hours
utilized to the relative projects, commensurate with the size of the Company and nature of its business.
Place : Bangalore
Date : September 17, 2002
For Deloitte Haskins & Sells
Chartered Accountants
V. Srikumar
Partner
Annual Report 2001 - 02
33
Balance Sheet
As at March 31, 2002
SOURCES OF FUNDS :
SHAREHOLDERS’ FUNDS :
Share Capital
Reserve and Surplus
LOAN FUNDS :
Secured Loans
Unsecured Loans
Deferred payment consideration towards acquisition
of a subsdiary and Intellectual Property Rights
TOTAL
APPLICATION OF FUNDS :
FIXED ASSETS :
Gross Block
Less : Depreciation
Net Block
Capital work in progress
INVESTMENTS :
DEFERRED TAX ASSET (NET):
CURRENT ASSETS, LOANS & ADVANCES :
Inventories
Sundry Debtors
Cash & Bank balances
Loans & Advances
Less: Current liabilities & Provisions
Net Current Assets
MISCELLANEOUS EXPENDITURE :
(To the extent not written off or adjusted)
TOTAL
NOTES ON ACCOUNTS :
SCH AS AT MARCH 31,2002
Rs.
Rs.
AS AT MARCH 31, 2001
Rs.
Rs.
71,256,800
458,011,936
131,801,044
35,475,000
529,268,736
421,817,355 493,074,155
71,256,800
6,969,534
_
137,356,629
304,632,673
123,124,749 130,094,283
833,901,409
623,168,438
109,527,762
330,184,287
1,550,000
163,773,960
54,277,502
109,496,458
31,304
2,830,132
234,868,075
18,828,451
36,212,617
292,739,275
62,262,942
85,503,389
326,220,847
_
109,764,299
24,320,658
85,443,641
59,748
3,707,351
177,312,714
42,889,432
39,067,290
262,976,787
56,213,699
230,476,333
206,763,088
162,163,027
833,901,409
4,681,114
623,168,438
A
B
C
D
E
F
G
H
I
J
K
L
R
NOTE : The Schedules referred to above form an integral part of the Balance Sheet
In terms of our report of even date
For Deloitte Haskins & Sells
Chartered Accountants
Subash Menon
Chairman & Managing Director
V. Srikumar
Partner
Place : Bangalore
Date : September 17, 2002
V. Balaji Bhat
Director
S. Rama Kumar
Company Secretary
34
Annual Report 2001 - 02
Alex J. Puthenchira
Executive Director
Vinod R. Sethi
Director
Profit and Loss Account
For the period ended March 31, 2002
INCOME :
Sales & Services
Other Income
TOTAL
EXPENDITURE :
Materials Consumed
Personnel Costs
Other Manufacturing, Selling and
Administrative Expenses
Financial Costs
Miscellaneous Expenses amortised
Depreciation
TOTAL
Profit Before Taxation
Provision for taxation
- Current
- Deferred
Profit After Taxation
Prior period taxes [Refer Note II.5 of Schedule R]
Add: Balance brought forward from Previous Year
Profit Available for Appropriation
APPROPRIATION :
Transfer to General Reserve
Proposed dividend
Tax on distributed profits
Balance carried to Balance Sheet
Earnings per Share - Basic
Earnings per Share - Diluted
SCH
Rs.
2001 - 2002
Rs.
2000 - 2001
Rs.
Rs.
M
N
O
P
Q
E
4,350,000
(1,150,000)
591,826,924
681,763
592,508,687
1,337,136
417,512,724
77,992,144
12,075,645
1,474,724
34,200,824
544,593,197
47,915,490
3,200,000
44,715,490
2,872,540
41,842,950
18,700,368
60,543,318
1,500,000
7,125,680
_
51,917,638
60,543,318
5.87
5.68
552,381,608
5,502,692
557,884,300
53,006,578
338,889,936
39,087,106
2,156,588
1,474,724
19,325,320
453,940,252
103,944,048
59,780
103,884,268
1,112,382
102,771,886
6,633,481
109,405,367
75,000,000
14,251,360
1,453,639
18,700,368
109,405,367
14.42
14.02
59,780
_
NOTES ON ACCOUNTS :
R
NOTE : The Schedules referred to above form an integral part of the Profit & Loss Account
In terms of our report of even date
For Deloitte Haskins & Sells
Chartered Accountants
Subash Menon
Chairman & Managing Director
V. Srikumar
Partner
Place : Bangalore
Date : September 17, 2002
V. Balaji Bhat
Director
S. Rama Kumar
Company Secretary
Alex J. Puthenchira
Executive Director
Vinod R. Sethi
Director
Annual Report 2001 - 02
35
Schedules to Balance Sheet
As at March 31, 2002
SCHEDULE - A :
SHARE CAPITAL :
AUTHORISED :
20,000,000 Equity Shares of Rs. 10/- each
TOTAL
ISSUED, SUBSCRIBED AND PAID UP:
7,125,680 Equity Shares of Rs. 10/- each
Of the above:
a) 115,000 shares of Rs.10/- each were allotted for
consideration otherwise than for cash;
b) 4,626,940 shares of Rs.10/- each are allotted as
Bonus Shares by capitalisation of General Reserve;
c) 12,840 shares of Rs.10/- each are allotted in part
settlement of cost of acquisition of subsidairy.
TOTAL
SCHEDULE - B :
RESERVES AND SURPLUS :
Capital Reserve
General Reserve - Opening Balance
Add : Additions during the year
Less : Utilised for issue of Bonus Share
Add: Deferred Tax Asset as at 01/04/2001
Share Premium Account
Employees Stock Options Outstanding
Deferred Employees Compensation Expenses
Profit & Loss Account
TOTAL
SCHEDULE - C :
SECURED LOANS :
State Bank of India - MTL
State Bank of India - FCNB Loan
(First charge on all fixed assets of the Company, both
present and future, book debts, stock, personal guarantee
of two directors and equitable mortgage of industrial land)
[Amount repayable within one year: Rs.101,830,100
(Previous Year: Nil)]
Hire Purchase
(Hypothecation of Motor cars and Server)
[Amount repayable within one year: Rs.3,311,062
(Previous Year: Rs.1,516,450)]
TOTAL
SCHEDULE - D :
UNSECURED LOANS :
Inter Corporate Deposit - Subex Holdings Pvt. Ltd
36
Annual Report 2001 - 02
As at March 31, 2002
Rs.
Rs.
As at March 31, 2001
Rs.
Rs.
200,000,000
200,000,000
200,000,000
200,000,000
71,256,800
71,256,800
80,902,608
1,500,000
82,402,608
_
82,402,608
400,000
3,877,098
1,499,328
71,256,800
71,256,800
13,006,920
13,006,920
41,531,008
75,000,000
116,531,008
35,628,400
80,902,608
_
5,526,345
4,225,886
80,902,608
307,907,000
1,300,459
18,700,368
421,817,355
_
_
82,802,608
307,907,000
2,377,770
51,917,638
458,011,936
29,698,327
91,810,100
10,292,617
6,969,534
131,801,044
6,969,534
35,475,000
35,475,000
_
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F
Annual Report 2001 - 02
37
Schedules to Balance Sheet
As at March 31, 2002
SCHEDULE - F :
INVESTMENTS :
(Unquoted at Cost)
Long Term - Non Trade
In Government Securities - I.V.P
Long Term - Trade
Subex Technologies Inc (Wholly Owned Subsidiary,
incorporated in U.S.A, common stock 3000 shares, fully
paid up, of no par value) [Refer note II.3 of Schedule R]
TOTAL
SCHEDULE - G :
INVENTORIES :
(At cost)
Raw Materials and Components
Finished Goods
TOTAL
SCHEDULE - H :
SUNDRY DEBTORS :
(Unsecured, considered good, subject to confirmation)
Outstanding for more than six months
Considered Good
Considered Doubtful
Less: Provision for Doubtful Debts
Others
TOTAL
SCHEDULE - I :
CASH & BANK BALANCES :
Cash on hand
Balance with Scheduled Banks
- in Current Account in Indian Rupees
- in Deposit Account in Indian Rupees
- in EEFC Account in foreign Currency
Balance with Non Scheduled Banks
- in Current Account with First Union Bank, Atlanta
(Maximum outstanding during the year Rs.405,066)
- in Current Account with Royal Bank of Canada, Canada
(Maximum outstanding during the year Rs. 4,014,396)
- in CAP Account with First Union Bank, New Jersey
(Maximum outstanding during the year Rs. 33,094,000)
TOTAL
38
Annual Report 2001 - 02
As at March 31, 2002
Rs.
Rs.
As at March 31, 2001
Rs.
Rs.
53,973,341
20,572,800
74,546,141
20,572,800
2,250
2,850
330,182,037
326,217,997
330,184,287
326,220,847
_
2,830,132
2,830,132
730
3,706,621
3,707,351
9,982,756
_
9,982,756
_
9,982,756
167,329,958
177,312,714
87,817
1,344,147
3,147,941
7,505,927
405,066
_
30,398,534
42,889,432
53,973,341
180,894,734
234,868,075
119,729
2,764,266
13,477,151
1,334,764
_
462,659
669,882
18,828,451
Schedules to Balance Sheet
As at March 31, 2002
SCHEDULE - J :
LOANS & ADVANCES :
(Unsecured, considered good, subject to confirmation)
Loans and advances recoverable in cash
or in kind or for value to be received
Advance Income Tax including TDS
Other Deposits
TOTAL
SCHEDULE - K :
CURRENT LIABILITIES & PROVISIONS :
SUNDRY CREDITORS :
Sundry Creditors
(other than Small Scale Industrial Undertaking)
Unclaimed Dividends
PROVISIONS :
Taxation
Dividends
TOTAL
SCHEDULE - L :
MISCELLANEOUS EXPENDITURE :
(To the extent not written off or adjusted)
Share Issue Expenses
Intellectual Property Rights [Refer Note II.4 to Schedule R]
TOTAL
As at March 31, 2002
Rs.
Rs.
As at March 31, 2001
Rs.
Rs.
3,962,417
11,908,479
20,341,721
36,212,617
9,593,320
8,780,646
20,693,324
39,067,290
43,307,457
33,025,530
163,757
43,471,214
98,390
33,123,920
11,666,048
7,125,680
18,791,728
62,262,942
8,838,419
14,251,360
23,089,779
56,213,699
3,206,390
158,956,637
162,163,027
4,681,114
_
4,681,114
Annual Report 2001 - 02
39
2001 - 2002
Rs.
Rs.
2000 - 2001
Rs.
Rs.
262,867
374,130
_
44,766
681,763
730
459,917
876,489
1,337,136
3,134,235
1,701,004
140,000
527,453
5,502,692
496,395
_
496,395
730
14,859,265
3,706,621
495,665
41,358,269
11,152,644
53,006,578
730
_
730
_
3,706,621
2,830,132
3,794,696
63,931,696
67,726,392
2,321,376
10,734,960
336,729,996
417,512,724
2,760,087
30,642,546
33,402,633
2,155,723
11,304,903
292,026,677
338,889,936
Schedules to Profit and Loss Account
For the year ended March 31, 2002
SCHEDULE - M :
OTHER INCOME :
Interest Received (Gross - TDS Rs.59,091/-, Previous Year Rs.404,704/-)
Other Income Received
Dividend Received
Exchange Fluctuation
TOTAL
SCHEDULE - N :
MATERIALS, FINISHED GOODS CONSUMED :
Consumption of raw materials and bought out components
Opening Stock as at 01-04-2001
ADD : Purchases
LESS : Closing Stock
Purchase of Systems & Solutions
(Increase)/Decrease in finished goods
Opening Stock - Finished Goods
Closing Stock - Finished Goods
TOTAL
SCHEDULE - O :
PERSONNEL COSTS :
Salaries, Wages & Allowances
- Directors
- Others
Contribution to Provident Fund and Other Funds
Other staff related costs
Sub Contract Charges
TOTAL
40
Annual Report 2001 - 02
Schedules to Profit and Loss Account
For the year ended March 31, 2002
SCHEDULE - P :
OTHER MANUFACTURING, SELLING AND
ADMINISTRATIVE EXPENSES :
Rent
Power, Fuel and Water Charges
Repairs & Maintenance Others
Insurance
Communication Costs
Printing & Stationery
Travelling & Conveyance
Directors’ sitting fees
Rates & Taxes Including Filing Fees
Advertisement & Business Promotion
Lease Rentals
Consultancy Charges
Bad Debts Written Off
Provision for Doubtful Debts
Loss on sale of Asset
Fixed Assets written off
Miscellaneous Expenses
TOTAL
SCHEDULE - Q :
FINANCIAL COSTS :
Interest on Fixed Loans
Other Interest & Bank Charges
TOTAL
2001 - 2002
Rs.
Rs.
2000 - 2001
Rs.
Rs.
5,361,946
1,618,125
1,429,191
425,727
4,444,347
966,803
23,135,051
5,000
1,167,914
6,070,062
_
2,353,824
1,204,966
20,572,800
3,574
989,500
8,243,314
77,992,144
5,147,413
6,928,232
12,075,645
2,493,726
1,394,689
1,615,295
470,080
3,345,829
1,175,730
12,275,491
1,000
1,578,073
3,400,026
1,562,000
3,007,782
832,119
_
650,841
_
5,284,426
39,087,106
204,469
1,952,119
2,156,588
Annual Report 2001 - 02
41
SCHEDULE – R :
I.
I.1. Basis for preparation of financial statements
SIGNIFICANT ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention in accordance with the applicable Accounting Principles in
India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act,
1956, as adopted consistently by the Company. Revenues are recognised and expenses accounted on their accrual, including provisions /
adjustments for committed obligations and amounts determined as payable or receivable during the year.
I.2. Revenue recognition
Sales are recognised on the dispatch of goods to customers and are recorded net of discounts, rebates for price adjustment, rejections, shortages
in transit, taxes and duties but include wherever applicable, export incentives.
Revenue from software development is recognised on the basis of chargeable time or achievement of prescribed milestones as relevant to each
contract.
Contracts for sale of software licences include fees for transfer of software licences (which normally coincides with delivery), installation and
commissioning. Activities relating to installation and commissioning involve minimal time and cost and are not subject to uncertainties. Revenue
from such contracts are recognised on transfer of the software licences and a provision is made for the estimated costs relating to installation and
commissioning.
Interest on investments and deposits are booked on a time proportion basis taking into account the amounts invested and the rate of interest.
Agency commission is accrued on shipment of consignment by principal.
Maintenance and service income is recognised on accrual basis.
I.3. Fixed Assets
Fixed Assets are stated at cost of acquisition inclusive of freight, duties, taxes and interest on borrowed money allocated to and utilised for fixed
assets up to the date of capitalisation and other direct expenditure incurred on ongoing projects. Assets acquired on hire purchase are capitalised
at gross value and interest thereon is charged to revenue.
I.4. Depreciation
Fixed Assets are depreciated using the straight-line method over the useful lives of assets. Depreciation is charged on pro-rata basis for assets
purchased/sold during the year.
The rates of depreciation adopted on the assets of the Company is as under ;
Particulars
Plant & Machinery
Computers
Vehicles
Furniture & Fixtures
Depreciation Rates
20.00 %
25.00 %
20.00 %
20.00 %
Individual assets costing less than Rs. 5,000 are depreciated in full, in the year of purchase.
I.5. Inventories
Inventories are valued at lower of cost or net realizable value, after providing for cost of obsolescence and other anticipated losses, wherever
considered necessary. Cost includes the aggregate of all expenditure incurred in bringing the inventories to the present condition and situation.
I.6. Employee Stock Option
For the shares granted /allocated under Employee Stock Option Plan - I (ESOP-I), the Securities Exchange Board of India (SEBI) guidelines are
not followed, since the scheme was formulated prior to the promulgation of the guidelines.
Employee Stock Option under Employees Stock Option - II are accounted in accordance with the guidelines stipulated by SEBI. The difference
between the market price of the shares underlying the options granted on the date of grant of option and the option price is expensed as “Employees
Compensation” over the period of vesting.
I.7. Retirement benefits to employees
The Company’s liability towards retirement benefits in the form of provident fund is fully provided and charged to expenditure. The Company has
entered into an agreement with LIC of India for managing the gratuity liability through a fund, the premium for which is funded by the Company and
charged to expenditure on accrual basis. Leave encashment benefits accrued during the year are settled before the end of the calender year.
42
Annual Report 2001 - 02
I.8. Research and Development
Expenses incurred on research and developments are charged to revenue in the same year. Fixed Assets purchases for research and development
purposes are capitalized and depreciated as per the Company’s policy.
I.9. Foreign Currency Transactions and Translation
Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Monetary items
denominated in foreign currencies at year end are translated at the exchange rate prevailing on the date of the Balance Sheet. Non-monetary items
denominated in foreign currencies are carried at cost. Exchange differences on settlement or restatement are adjusted in the Profit & Loss account/
related asset account.
Assets and Liabilities of the foreign branches are translated into Indian rupees at the rate of exchange prevailing as at the Balance Sheet date. Revenue
and Expenses are translated into Indian rupees at yearly average exchange rates prevailing during the year.
I.10.Investments
Long Term Investments are stated at cost. Diminution in the value of investments other than temporary in nature is provided for.
I.11.Income Taxes
Income Tax comprises the current tax provision under the tax payable method and the net change in the Deferred Tax Asset or Liability in the year.
Deferred Tax Assets and Liabilities are recognized for the future tax consequences of temporary differences between the carrying values of the Assets
and Liabilities and their respective tax bases. Deferred tax assets are recognized subject to management’s judgment that realization is virtually certain.
Deferred Tax Assets and Liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary
differences are expected to be received or settled. The effect on Deferred Tax Assets and Liabilities of a change in tax rates is recognized in the
income statement in the period of enactment of the change.
I.12 Share Issue Expenses
Expenses incurred during the Initial Public Offer, follow on offer and issue of Bonus Shares are amortised over 5 years.
II. NOTES TO ACCOUNTS
II.1. Deferred Income Taxes
a)
In terms of Accounting Standard 22 “Accounting for Taxes on Income”, the provision for income taxes has been made in terms of these
standards in the above financial statements. The Company recorded the cumulative net deferred tax asset of Rs.400,000 as on
March 31, 2001, as an addition to the general reserves. Deferred Tax Assets are subject to a valuation allowance that reduces the amount
recognized to that which is more likely than not to be realized.
b) Movement in Deferred Tax Asset:
Net Deferred Tax Assets at April 1, 2001
Add: Tax benefits for the year ended March 31, 2002
Net Deferred Tax Assets at March 31, 2002
400,000
1,150,000
1,550,000
c)
The net Deferred Tax Asset as at March 31, 2002 comprises the tax impact arising from the timing differences on account of:
- Depreciation
- Business loss
Net Deferred asset relating to above
II.2. Contingent Liabilities
(4,514,116)
8,702,151
4,188,035
1,550,000
Disputed taxes on appeal net of advance tax paid is Rs. 577,000 (Previous Year Rs 226,000).
II.3. Acquisition of Wholly owned subsidiary - IVth Generation, Inc.
During 1999-2000, the Company acquired the whole of the outstanding shares of the IVth Generation, Inc. New Jersey, USA, from its three
owners. To reflect the true and correct state of affairs, the acquisition was accounted at the full value of Rs.335,795,161 including advisory,
syndication fees and other costs although a part of the amount payable is contingent upon the future performance of the acquiree Company.
During 2000-2001, the cost of acquisition was reduced in accordance with the final purchase consideration as per the Definitive Purchase
Agreement and accordingly the cost was stated at Rs.326,217,997. The amount of investment at March 31, 2002 stands at Rs.330,182,037
after adjusting for the exchange fluctuation on the deferred consideration as at the year end. The amount of Rs.88,899,548 payable over the next
two years has been accounted as Deferred Consideration. Exchange Fluctuation arising on the amount payable is added to the liability with the
corresponding debit to investments.
Annual Report 2001 - 02
43
The management has received an independent valuation of the subsidiary, which indicates that there is no impairment on the value of the investment.
II.4. Acquisition of Intellectual Property Rights [IPR]
During the year, the Company acquired the intellectual property comprising software codes and licenses of OUTsmartTM, a Wireline Fraud Management
System and INchargeTM, an intercarrier billing verification system from PricewaterhouseCoopers, Inc. (being the receivers of the property, assets and
undertaking of Magardi, Inc. on behalf of the Toronto-Dominion Bank, who are the secured lenders of Magardi, Inc.). The total cost of acquisition
amounting to Rs.158,956,637 includes the purchase consideration, advisory, syndication fees and other costs. INchargeTM was only at a conceptual
stage during the acquisition and hence it is not possible to attribute any part of the cost of acquisition to this product.
The amount of Rs.48,457,081 outstanding at March 31, 2002 towards consideration payable over the next two years has been accounted as
Deferred Consideration.
Based on the Company’s marketing plans, OUTsmartTM is being integrated into RangerTM (the Company’s own product), to provide a single
comprehensive product covering both wireline and wireless operators. The management does not propose to develop and market OUTsmartTM as
a stand alone product and this product will cease to exist. It was the intention of the Company at the time of acquisition that the cost of acquisition
will be fully amortised during the year ended March 31, 2002. The management now proposes to write off the above cost of acquisition of the
intangible asset against the balance in the share premium account after obtaining the approval of the shareholders of the Company and subject to the
confirmation from the Honourable High Court of Karnataka under the provisions of Section 78 and 100 of the Companies Act, 1956. An
application for the confirmation of the Honourable High Court of Karnataka has been filed.
II.5 Prior Period Items
Amount relates to the tax on the profits earned by the foreign branch of the Company relating to earlier years.
II.6. Operating Leases
The Company has various Operating Leases for office facilities and residential premises for employees which include leases that are renewable on a
yearly basis, cancelable at its option and other long term leases. Rental Expenses for Operating Leases included in the Income Statement for the year
is Rs.5,361,946.
As of March 31, 2002 future minimum lease payments for non-cancellable operating leases for the next five fiscal years are:
Particulars
Within one year from the date of the Balance Sheet
Due in a period between one year and five years
Due after five years
II.7. Hire Purchase Transactions
Amount in Rs.
6,102,985
5,969,345
—
The Company has entered into various hire purchase transactions for the acquisition of vehicles and computer systems. As of March 31, 2002,
future minimum lease payments on these transactions are:
Particulars
Within one year from the date of the Balance Sheet
Due in a period between one year and five years
Due after five years
Minimum Lease Payments
1,657,955
3,398,060
—
Interest
699,702
511,892
—
Amount in Rs.
Present Value
958,253
2,886,168
—
II.8. Employees Stock Option Plan (ESOP)
ESOP – I
The Company had issued 1,20,000 Equity Shares at Rs.10/- each to Subex Foundation, an Employee Welfare Trust, constituted to operate
an Employees Stock Option Plan. Consequent to the issue of Bonus Shares, the total shares available with the trust had increased to 2,40,000.
The trust has been granted a Loan by the Company to subscribe for the original Shares. As per the Scheme in force, the trust allocates shares to
those employees deemed eligible by the Advisory Board constituted for the purpose. The shares are allocated at a price, which is not less than
50% of the fair market price. The Original Shares granted are subject to a minimum lock-in period of three years and the Bonus Shares are subject
to a minimum lock-in period of one year, where after the shares granted can be sold / en-cashed. As at March 31, 2002, 1,59,375 shares
have been granted under the scheme to 39 employees. The balance of 80,625 shares are available with the trust for future grants. Since the Scheme
was formulated prior to the promulgation of SEBI guidelines on ESOP dated June 19, 1999, the Company has been advised that the said
44
Annual Report 2001 - 02
guidelines are not applicable to the present scheme. Had the Company followed the guidelines, there would have been a charge of Rs. Nil
(Previous Year Rs.256,000) against the revenues.
ESOP – II
During 1999-2000, the Company established a new Stock Option Scheme under which 5,00,000 options have been allocated for grant to the
employees. Each option comprises of one underlying Equity Share of Rs.10/- each. This scheme has been formulated in accordance with the SEBI
guidelines on ESOP & ESPS dated June 19, 1999. As per the scheme, the compensatory committee grants the options to the employees deemed
eligible by the Advisory Board constituted for the purpose. The options are granted at a price, which is not less than 85% of the average market
price of the underlying shares based on the quotation on the Bombay Stock Exchange for 15 days prior to the date of grant. The shares granted
vest over a period of 1 to 5 years, can be exercised over a period of 4 years from the date of vesting.
Under this scheme 2,07,900 options have been granted to 141 employees as at March 31, 2002. Out of the above option 31,281 options
have been vested. The difference between the market price of the share underlying the options granted on the date of grant of option and the
exercise price of the option are expensed over the vesting period as per the SEBI guidelines. The amount expensed during the period under the
scheme is Rs.1,077,311 (previous year Rs. 1,300,459).
Employees Stock Options details as on the balance sheet date are ;
ESOP – I
Options outstanding at the beginning of the year
Granted
Forfeited/Cancelled
Exercised
Balance at end of the year
ESOP - II
Options outstanding at the beginning of the year
Granted
Forfeited/Cancelled
Exercised
Balance at end of the year
II.9. Related Party Information
A) Related Parties
Wholly Owned Subsidiaries controlled by the Company:
Subex Technologies Inc., USA
Companies under same management
Subex Cellcomm Limited
Subex Holdings Private Limited
Key Management Personnel
Subash Menon, Chairman and Managing Director
Alex J. Puthenchira, Executive Director
Sudeesh Yezhuvath, Wholetime Director
March 31, 2002
March 31, 2001
176,900
—
17,525
6,655
152,720
182,000
—
5,100
—
176,900
March 31, 2002
March 31, 2001
205,600
97,950
95,650
—
207,900
—
208,350
2,750
—
205,600
Annual Report 2001 - 02
45
B)
Details of the Transactions with the related parties other than employees who are related to the Directors of the Company is as under:
Nature of Transaction
Purchase of services
Inter Corporate Deposits received
Interest paid on Inter Corporate Deposit
Salary & Perquisites
Amount due from as at March 31, 2002
Amount due to as at March 31, 2002
Subsidiary
336,729,996
_
_
_
4,602,311
6,738,590
II.10. Earnings per Share:
Profit After Tax available to Equity Shareholders: A
Weighted Average number of shares – Basic: B
Weighted Average number of shares – Diluted: C
Earnings per Share - Basic
Earnings per Share - Diluted
II.11. Managerial Remuneration to Managing Director and Wholetime Directors:
Salary
Perquisites
Companies under
same management
_
40,475,000
3,765,980
_
_
35,475,000
Amount in Rs.
Key Management Personnel
_
_
_
4,142,770
_
_
March 31, 2002
March 31, 2001
41,842,950
7,125,680
7,369,208
5.87
5.68
2001-02
3,527,208
615,562
4,142,770
102,771,886
7,125,680
7,331,280
14.42
14.02
2000-01
2,517,000
443,000
2,960,000
As no commission is payable to the Directors, the computation of net profit in accordance with Section 349 of the Companies Act, 1956 has
not been given.
II.12. Auditors’ Remuneration
Miscellaneous Expenditure includes Remunerations to Auditors:
Audit fees (inclusive of service tax)
For tax matters and other consultancy
Reimbursement of expenses
II.13. Quantitative Details
2001-02
420,000
—
1,760
421,760
2000-01
68,250
41,500
42,000
188,500
None of the traded items are in excess of 10% of revenues and it is not practicable to give quantitative information in the absence of common
expressible units.
II.14. Others
1.
2.
3.
4.
Fund and Non-fund based facilities covering Letter of Credit and Bank Guarantees availed from State Bank of India are secured by the first charge
on all the Fixed and Current Assets of the Company. These loans are also secured by equitable mortgage of land belonging to the Company. The
loans are further secured by the personal guarantee of two of the Directors of the Company.
Loans and Advances includes Rs. 285,000 loan to Subex Foundation, the trust created for administration of Employee Stock Option Plan - I,
towards subscription for 1,20,000 Equity Shares in the Company.
Estimated amount of contracts, remaining to be executed on capital account and not provided for (net of advances paid) Rs.5,581,000
(Previous year Rs.73,000).
The shareholders of the Company have approved the allotment of 213,770 Equity Shares at a price of Rs.100 per share of the Company on
preferential basis to Toronto Dominion Bank in the Extraordinary General Meeting on February 14, 2002. The formalities relating to the allotment
have been completed by the Company in April 2002 after receipt of the subscription amount from the Bank.
46
Annual Report 2001 - 02
5. Previous Year’s figures have been regrouped to conform to the classifications for the year.
II.15 Other Information pursuant to Schedule VI of the Companies Act, 1956.
CIF value of imports
Expenditure in Foreign Currency
Traveling Expenses
Import of goods
Import of capital goods
Acquisition of Intellectual Property Rights (IPR) – Magardi, Inc.
Investment in subsidiary on payment basis
Product Marketing Expense and Other Expenditure incurred overseas
for software Development
Earnings in foreign exchange
Income from software development services and
Products on receipt basis
Commission
Remittance in Foreign Currency on account of dividend
Amount remitted during the year in Foreign Currency on account of dividends
for the year ended March 31, 2001
Non-Resident Shareholders to whom remittance was made for the year ended
March 31, 2001
Shares held by Non-Resident Shareholders on which dividend was due for the
year ended March 31, 2001
Signature to the Schedules A – R
Place : Bangalore
Date : Septermber 17, 2002
Subash Menon
Chairman & Managing Director
V Balaji Bhat
Director
2001-02
8,535,000
5,800,729
2,143,079
72,486,710
40,641,156
37,553,058
Amounts in Rs.
2000-01
86,453,000
8,149,000
74,767,000
17,300,000
_
_
377,916,692
351,083,000
510,859,250
_
425,280,000
409,000
51,360
3
25,680
_
_
_
Alex J Puthenchira
Executive Director
Vinod R Sethi
Director
S. Rama Kumar
Company Secretary
Annual Report 2001 - 02
47
Cash Flow Statement
For the period / year ended March 31, 2002
Cash flow from Operating Activities
Net Profit before Tax and before Extraordinary items
Adjustments for :
a) Depreciation and amortization
b) Interest / Dividend Income
c) Interest on borrowings
d) Assets written off / Loss on sale
e) Profit on sale of assets
f) Employee compensation Expenses
g) Provision for doubtful debts
h) Direct Taxes paid
2001 - 2002
Rs.
2000 - 2001
Rs.
47,915,490
103,944,048
35,675,548
(514,515)
12,075,645
993,074
(122,482)
1,077,311
20,572,800
(6,069,105)
20,800,044
(4,975,239)
2,156,588
650,841
_
1,300,459
_
(1,137,537)
Operating Profit before Working Capital Changes
111,603,766
122,739,204
Changes in Working Capital :
a) Trade and other receivables
b) Loans and advances
c) Inventories
d) Trade and other payables
Cash generated from operations
Cash Flow from Investing activities
a) Purchase of Fixed Assets
b) Sale / disposal of fixed assets
c) Sale / Purchase of Investments
d) Acquisition of subsidiary - adjustment on purchase price
e) Payment towards acquisition of subsidiary / IPR
f) Dividend received
g) Exchange fluctuation on investment carrying value
Net Cash from Investing Activities
Cash Flow from Financing Activities
a) Proceeds from issue of Share Capital
b) Proceeds from Borrowings
c) Repayment towards borrowings
d) Preliminary Expenses
e) Dividends paid
f) Interest paid on Borrowings
g) Interest received
Net Cash from Financing Activities
48
Annual Report 2001 - 02
(78,128,161)
5,982,506
877,219
(18,729,509)
(10,088,553)
(18,770,619)
11,648,309
(49,319,072)
21,605,821
56,209,269
(59,836,132)
740,343
600
_
(115,647,954)
_
(3,964,040)
(62,853,841)
2,389,653
1,400,000
7,974,887
_
140,000
_
(178,707,183)
(50,949,301)
_
165,608,183
(5,301,673)
_
(15,704,999)
(12,075,645)
514,515
30,000
(3,789,826)
_
(1,284,682)
(12,904,769)
(2,156,588)
4,835,239
133,040,381
(15,270,626)
Cash Flow Statement
For the period / year ended March 31, 2002
Net increase in Cash or Cash equivalents
Cash or Cash equivalents at the start of the year
Cash or Cash equivalents at the close of the year
For and on behalf of the Board of Directors
Place : Bangalore
Date : September 17, 2002
2001 - 2002
Rs.
2000 - 2001
Rs.
(24,060,981)
42,889,432
18,828,451
(10,010,658)
52,900,090
42,889,432
Alex J. Puthenchira
Executive Director
Vinod R. Sethi
Director
Subash Menon
Chairman & Managing Director
V. Balaji Bhat
Director
S. Rama Kumar
Company Secretary
AUDITORS’ CERTIFICATE
We have examined the above Cash Flow Statement of Subex Systems Limited for the year ended March 31, 2002. The statement has been
prepared by the Company in accordance with the requirements of Clause 32 of the listing agreement with Stock Exchanges and is based on and in
agreement with the corresponding Profit & Loss Account and the Balance Sheet of the Company covered by our report of even date to the members of
the Company.
Place : Bangalore
Date : September 17, 2002
For Deloitte Haskins & Sells
Chartered Accountants
V. Srikumar
Partner
Annual Report 2001 - 02
49
Balance Sheet Abstract and Company’s General Business Profile
COMPANY : SUBEX SYSTEMS LIMITED
YEAR - 2001-2002
I.
Registration Details
Registration No.
1 6 6 6 3
State Code
Balance Sheet Date
3 1 - 0 3 - 2 0 0 2
II. Capital raised during the year (Rupees in thousands)
Public Issue
Bonus Issue
-
-
Rights Issues
Private Placements
III. Position of the mobilisation and Development of Funds (Rupees in thousands)
0 8
_
_
Total Liabilities
Sources of Funds
Paid up Capital
Secured Loans
Application of Funds
Net Fixed Assets
Net Current Assets
Accumulated Losses
8 3 3 9 0 1
Total Assets
8 3 3 9 0 1
7 1 2 5 7
1 3 1 8 0 1
Reserves & Surplus
Unsecured Loans
1 0 9 5 2 8
2 3 2 0 2 6
-
Investments
Miscellaneous Expenditure
4 5 8 0 1 2
1 7 2 8 3 1
3 3 0 1 8 4
1 6 2 1 6 3
IV. Performance of Company (Rupees in thousands)
Turnover
Profit before tax
Earning per share (in Rs.)
5 9 2 5 0 8
4 7 9 1 5
5.87
Total Expenditure
Profit after tax
Dividend Rate %
5 4 4 5 9 3
4 1 8 4 3
1 0
V. Generic name of Three principal products / Services of the company (As per monetary terms)
Item code no.
(ITC code no.)
Item code no.
(ITC code no.)
Item code no.
(ITC code no.)
8 5 / 2 4
Product
Description
S O F T W A R E
8 5
Product
C E L L U L A R B A S E
Description
S T A T I O N P R O D U C T S
C E L L U L A R P H O N E
A C C E S S O R I E S
8 5 / 9 0
Product
F I B R E O P T I C
Description
T E S T E Q U I P M E N T S
A N D A C C E S S O R I E S
Subash Menon
Chairman & Managing Director
V. Balaji Bhat
Director
S.Rama Kumar
Company Secretary
50
Annual Report 2001 - 02
Alex J.Puthenchira
Executive Director
Vinod R. Sethi
Director
Management Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, and the Generally Accepted Accounting
Principles (GAAP) in India. The management of Subex accepts responsibility for the integrity and objectivity of these financial statements, as well as for
various estimates and judgements used therein. In addition to the historical information contained herein, the following discussion includes forward looking
statements which involve risks and uncertainties, including, but not limited to, risks inherent in the Company’s growth strategy, dependence on certain
clients, dependence on availability of qualified technical personnel and other factors discussed in this report.
1. COMMENTARY ON THE FINANCIAL STATEMENTS
1.1. Share Capital
1.1.1. The Company has at present, only one class of shares.
1.1.2. Of the Paid-up Capital, the Company has issued the following shares towards consideration other than cash.
(cid:79) 1,15,000 shares of Rs.10/- each, towards the balances in the current account of partners, Mr. Subash Menon and
Mr. Alex J. Puthenchira, on the takeover of Subex Systems, a partnership firm, by the Company during 1993-94.
(cid:79) 46,26,940 shares of Rs.10/- each to all eligible shareholders as on March 31, 1999 and as on March 31, 2000 in the
ratio of 1:1 by capitalizing the General Reserves.
(cid:79) 12,840 shares of Rs.10/- each to the erstwhile owners of M/s. Subex Technologies, Inc., towards part consideration of the
cost of acquisition of that Company at Rs.1,023/- per share during 1999-2000.
1.1.3. There are no calls in arrears.
1.1.4. 2,13,770 share of Rs. 10/- each were allotted at premium of Rs. 90/- per share to Toronto Dominion Bank for cash during April
2002.
1.2. Reserves and Surplus
1.2.1. Capital Reserve of Rs.130.07 lacs was created by credit of the notional premium on 12,840 equity shares of Rs.10/- each
valued at a price of Rs.1,013/- per share and issued to the owners of IVth Generation, Inc., USA as part consideration for the
transfer of their shareholding to Subex.
1.2.2. Share Premium Account represents the premium collected in cash on the 9,71,000 Equity Shares issued at a premium of
Rs.65/- per share through an Initial Public Offer and on 3,30,800 equity shares issued at a premium of Rs.740/- per share to
Mutual Funds and Bodies Corporate on a preferential basis during 1999-2000.
1.2.3. The Company had acquired the Intellectual Property Rights (IPR) from Magardi, Inc during the year. Based on expert advise, the
management proposes to write-off the cost of the IPR aggregating to Rs. 1,589.57 lacs against the balance in the share premium
account, subject to the approval of the shareholders and the confirmation from the Honourable High Court of Karnataka under the
provisions of Section 78 and 100 of the Companies Act, 1956.
1.2.4. The Company has transferred Rs.15.00 lacs (Previous years Rs.750.00 lacs) to General Reserves during the year.
1.2.5. A sum of Rs. 4.00 lacs has been transferred (Previous year – Nil) to General Reserves on account of Deferred tax Assets.
1.2.6.
In accordance with the guidelines issued by SEBI under the ESOS & ESPS Scheme 1999, the Company has created a Reserve
towards the excess of market price of the underlying equity shares as on the date of the grant of the option over the exercise price
of the option, to be adjusted over the period of vesting. The amount adjusted and credited to reserves as at March 31, 2002
is Rs. 23.78 lacs (Previous year Rs. 13.00 lacs).
1.3. Secured Loans
1.3.1. The Company has a sanction of fund and Non-fund based facilities such as Guarantee and Letter of credit facilities aggregating to
Rs.1,435.00 lacs for its working capital requirements from State Bank of India. The facilities are utilized by the Company on need basis.
1.3.2. The interest rates and bank charges are subject to the credit policy of the Government and the Bank. These facilities are secured
by the first charge on all fixed assets of the Company, both present and future, book debts, stock and equitable mortgage of
industrial land of the Company
Installment of term loan due within one year is – Rs. 100.20 lacs (Previous year - Nil)
1.3.3.
1.3.4. The facilities are further secured by the personal guarantee of two of the Directors.
1.4. Unsecured Loans
1.4.1. During the year Company has taken unsecured short term loan of Rs. 354.75 lacs from a Company under the same management
M/s. Subex Holdings Private Limited. The interest paid during the year is Rs. 37.66 lacs (Previous year - Nil).
Annual Report 2001 - 02
51
1.5. Deferred Payment Consideration
1.5.1. Deferred payment consideration comprises future liability of the Company to the erstwhile owners of Subex Technologies, Inc.,
formerly IVth Generation, Inc., USA in terms of the agreement entered into for the acquisition of the Company. The liability is
payable over a period of three years and is subject to terms and conditions stipulated in the said agreement and the liability payable
in foreign currency does not carry any interest, but is subject to foreign exchange parity risk.
1.5.2. Deferred Payment consideration also comprises amount payable to PricewaterhouseCoopers, on behalf of Toronto Dominion Bank,
towards the cost of acquisition of Intellectual Property Rights of Magardi, Inc., The liability is subject to Foreign exchange parity risk
and carries interest at LIBOR + 0.50 %.
1.6. Fixed Assets
1.6.1. During the year, the Company added Rs. 598.93 lacs to its gross block consisting of Rs. 598.65 lacs upon capitalization of
assets and Rs. 0.28 lacs as capitalwork in progress. During the year the Company disposed certain assets no longer required. The
Company has assets worth Rs.151.38 lacs (Previous year Rs. 105.46 lacs) under hire purchase agreements.
1.6.2. The capital expenditure for 2002-03 is estimated at Rs. 600.00 lacs. The Company estimates that it would have adequate
internal accruals and liquid funds to fund the capital expenditure. Company may also take recourse to borrowings to meet its capital
acquisition program in case of need.
1.7.
Investments
1.7.1. The Company holds certain investments in Government Securities like Indira Vikas Patra, which are deposited, as per stipulations for
registration, with various Government Departments.
1.7.2. During 1999, the Company had acquired the whole of the outstanding common stocks numbering 3,000 of no par value of IVth
Generation, Inc., New Jersey, USA,. Consequent to the acquisition, IVth Generation, Inc., a wholly owned subsidiary of the
Company, has been renamed as “Subex Technologies, Inc.” The investments are carried at cost, including advisory fees, brokerage
and syndication fees for facilitating the investment.
1.7.3. The Company has received an independent valuation report of Subex Technologies, Inc., based on which there is no impairment in
the value of the Investment.
1.8.
Inventories
1.8.1. The Company’s stock of inventory consists of Raw Materials, Packing Materials, and Finished products, and accessories of the
erstwhile Telecom System Integration activities. All these are valued in accordance with the Accounting Policy consistently adopted
by the Company. A periodic review of the slow-moving stock is conducted and appropriate provisions are made for anticipated
losses, if any.
1.8.2. The Company does not value the unbilled value of software products and services as at the year end.
1.9. Sundry Debtors
1.9.1. The major customers of the Company are AT & T, Cora, Cyprus Telecommunications Authority, Hutch Max, BPL Mobiles,
Sonatel, Econet Wireless, software vendors in US and other telecom and cellular operators overseas and in India. The receivables
are spread over a large customer base. There is no significant concentration of credit risk on a single customer.
1.9.2. All the debtors are generally considered good and realizable and necessary provision has been made for debts considered to be bad
and doubtful. The level of sundry debtors is normal and is in tune with business trends.
1.9.3. Sundry Debtors as a percentage of total revenue is 39.63% as against 31.78% in the previous year.
1.9.4. The age profile is as given below :
Period in days
Less than 30 days
30 to 90 days
90 - 180 days
More than 180 days
Total
March 31, 2002
Value
646.67
612.45
549.83
539.73
%
27.53
26.08
23.41
22.98
Rs. in lacs
March 31, 2001
Value
963.50
420.25
289.55
99.83
%
54.34
23.70
16.33
5.63
2348.68
100.00
1773.13
100.00
1.9.5. The management believes that the overall composition and condition of Sundry Debtors is satisfactory.
1.9.6. Based on the current financial condition of certain customers, the company has made a provision for doubtful debts of Rs. 205.73
lacs. (Previous year - Nil).
1.9.7. Dues from Companies under the same management.
52
Annual Report 2001 - 02
(cid:79) Subex Technologies Inc, towards dues from certain customers serviced by Subex Systems - Rs. 46.02 lacs (Previous year -
Rs. 601.31 lacs).
(cid:79) Maximum due during the year Rs. 601.31 lacs (Previous year - Rs. 601.31 lacs).
1.9.8. Bad debts pertaining to Telecom System Integration activity written-off during the year Rs. 12.05 lacs. (Previous year Rs. 8.32 lacs)
1.10.Cash and Bank Balances
1.10.1. The bank balances in India includes both rupee accounts and foreign currency accounts. Fixed deposits of Rs. 14.40 lacs (Previous
year – Rs. 31.47 lacs) are given as security towards the issue of bank guarantee and Letters of Credit.
1.10.2. Cash and Bank balances constitute 2.25% of the total assets as against 6.88% in the previous year.
1.11.Loans and Advances
1.11.1. Advances recoverable in cash, kind or value to be received, are primarily towards prepayments for value to be received. Advance
income tax, net of provision for taxation represents payments made towards tax liability pending assessment and refunds due.
1.11.2. Dues from Companies under the same management.
(cid:79) Subex Technologies, Inc., - Nil (Previous year – Rs. 2.13 lacs)
1.11.3. Deposits represent electricity deposit, telephone deposits and advances of like nature. The Company has taken on lease several
buildings for operations and facilities in various cities and also for housing its staff upon payment of Rs. 62.51 lacs as rental and
maintenance deposits.
1.12.Current Liabilities
1.12.1. Sundry Creditors for capital goods represent amount payable to vendors for supply of capital assets and to financiers for supply of
capital assets on Hire purchase basis.
1.12.2. Sundry Creditors for goods represent amount payable to vendors for supply of goods.
1.12.3. Sundry Creditors - others include creditors for operational expenses, accrued salaries and benefits and advances received from
clients for delivery of future sales.
1.13.Provisions
1.13.1. Provisions for taxation represent dividend and wealth tax liability. The provision would be set off upon payment of tax. The
proposed dividend represents the final dividend recommended to the shareholders by the Board, which would be paid after the
Annual General Meeting.
1.14.Preliminary Expenses
1.14.1. Expenses incurred in connection with the Public Offer, follow on offer and Bonus issue of shares by the Company are being written
off over a period of 5 years.
1.15.Miscellaneous Expenditure – Intellectual Property Rights
1.15.1. During the year, the Company had acquired the intellectual property rights (IPR) comprising software codes and licenses of
OUTsmartTM, a wireline fraud management system and INchargeTM, an intercarrier billing verification system from Pricewaterhouse
Coopers, Inc (official receivers of the property assets and undertaking of Magardi, Inc on behalf of Toronto-Dominion Bank, and
secured lenders of Magardi, Inc) at a cost of Rs.1,589.57 lacs. It was the intention of the management to amortise the amount
against the revenue. However due to subsequent developments, whereby the acquired products will cease to exist, the said amount
is proposed to be written off against the Share Premium Account as per the provisions of Section 78 and 100 of the Companies
Act, 1956. Post the approval of the Shareholders, the Company has filed an application before the Honourable High Court of
Karnataka for confirming the write-off.
2. FINANCIAL INSTRUMENTS
2.1. Letters of Credit
2.1.1. The Company has various letters of credit outstanding, issued to different vendors, amounting to - Nil and Rs. 4.91 lacs for the
year ended 2002 and 2001 respectively.
2.2. Guarantees
2.2.1. The Company has outstanding guarantees for various purposes amounting to Rs. 57.61 lacs and Rs. 93.90 lacs for the year
ended 2002 and 2001 respectively. These guarantees are in the nature of performance guarantees and bid bonds and are subject
to the risk of performance by the Company.
3. Profit & Loss Account
3.1.
Income
3.1.1. The Company derives its income from providing Software Development Services, Sale of Software Products and from integration and
installation of Test and Measurement Solutions and Cellular Coverage Solutions. The segment wise break up of income is given below;
Annual Report 2001 - 02
53
Particulars
2001-2002
Rs. in lacs
2000-2001
Software Services
Software Products
Others
Total
%
80.01
6.82
13.17
100.00
3.1.2. Geographically, the Company earns income from export of Software Services to USA and Software Products to all countries. The
Value
4463.50
380.64
734.70
5578.84
Value
3930.90
1944.65
49.54
5925.09
%
66.34
32.82
0.84
100.00
Software Products revenue grew by 410.89%.
3.2. Non Operating Income
3.2.1. Non-operating income consists of income derived by the Company from exchange fluctuation, dividend income, interest on deposit
with Bank, insurance claims received towards damages of goods in transit / storage, Service and Agency Commission.
3.3. Expenditure
3.3.1. The staff cost increased to Rs. 4,175.13 lacs from Rs. 3,388.90 lacs during the previous year. The increase is primarily due to
addition of personnel in the overseas offices of the Company to market and support the product activities.
3.3.2. The Company incurred administration and other expenses at 13.16% of its total income during the year as compared to 7.00%
during the previous year. The increase is on account of the marketing expenses and expenses in connection with new office opened
in Cyprus and Canada during the year and the provision towards doubtful debts (3.47% of total income).
3.4. Operating Profits
3.4.1 During the year, the Company earned an Operating Profit (Profit before Interest, Depreciation and Tax) of Rs. 956.67 lacs being
16.15% of total income as against Rs. 1,269.01 lacs at 22.75% during the previous year. The Operating Profit decreased on
account of lower margins in the Software Services business due to global slow down, increased spend on personnel and marketing
expenses for software products and Provision for doubtful debts.
3.5.
Interest & Bank Charges
3.5.1. The Company incurred an expenditure of Rs. 120.76 lacs as against Rs. 21.57 lacs during the previous year. The increase is due
to working capital facilities availed from bankers by the Company.
3.6. Depreciation
3.6.1. The provision for depreciation for the year increased to Rs. 342.01 lacs as compared to Rs. 193.25 lacs on account of addition
of fixed assets during the year.
3.7. Provision for Tax
3.7.1. The Company has provided for its tax liability in India and overseas after considering the exemptions for income from software
services and products under the various applicable tax enactments.
3.8. Net Profit
3.8.1. The net profit of the Company amounted to Rs. 418.43 lacs as against Rs. 1,027.72 lacs during the previous year. The
Company earned a net profit margin of 7.06% to total income as against 18.42 % during the previous year. The net profit
margin dropped by 145.61% due to lower margins in the Software Services business, due to global slow down and increased
spend on personnel and marketing expenses for software products and provision for doubtful debts.
3.9. Prior Period Taxes
3.9.1. Prior period taxes of Rs. 28.73 lacs (Previous year Rs. 11.12 lacs) represent income tax paid in respect of earlier years on
completion of assessment.
3.10.Earnings Per Share
3.10.1. Earnings per share computed on the basis of number of common stock outstanding, as on the Balance Sheet date was Rs. 5.87
as against Rs. 14.42 per share for the Previous year. The Earnings per share diluted, for the year was Rs. 5.68 as against
Rs.14.02 for the previous year. Shares available (not allocated) with Subex Foundation under ESOP 1999 have been fully
considered in the calculation of basic EPS.
3.11.Foreign Exchange Difference
3.11.1. An amount of Rs. 0.45 lacs (Previous year – Rs. 5.27 lacs) has been considered as income during the current year, on account of
foreign exchange differences arising due to timing differences between accrual of income / expense and receipt / payment of the same.
3.12.Depreciation on Software and Assets costing less than Rs. 5,000 each
3.12.1. During the year, the Company charged depreciation at one hundred percent in respect of assets costing less than Rs. 5,000 each,
amounting to Rs. 0.43 lacs. (Previous year - Rs. 1.03 lacs). Cost of Software charged off to revenue during the year amounted
to Rs.47.69 lacs (Previous year - Rs. 18.32 lacs).
54
Annual Report 2001 - 02
Financial Review - Subex Technologies, Inc.
Annual Report 2001 - 02
55
Statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Company
1. Name of the Subsidiary
2.
Finanical Year ended
3. Holding Company’s interest
: Subex Technologies, Inc.
: March 31, 2002
: 100% in common stock
4.
Shares held by the holding Company in the Subsidiary
: 3,000 nos. of common stock fully paid, no par value.
5.
The net aggregate of profits or losses for the current
financial year of the subsidiary so far as it concerns the members
of the holding company dealt with or provided for in the
accounts of the holding company
a.
Dealt with or provided for in the accounts of the holding company
: Nil
b. Not dealt with or provided for in the accounts of the holding company
: US $ 5,650
6.
The net aggregate of profits or losses for previous financial years of the subsidiary
so far as it concerns the members of the holding company
a.
Dealt with or provided for in the accounts of the holding company
: Nil
b. Not dealt with or provided for in the accounts of the holding company
: Profit US $ 5,650
Place : Bangalore
Date : September 17, 2002
Alex J.Puthenchira
Director
Subash Menon
Director
Directors’ Report
For the period ended March 31, 2002
The Directors of Subex Technologies, Inc., present the results of operations
for the financial year 2002.
Financial Results :
Total Revenue
Gross Margin
Income before Taxes
Net Income
2002
(in US $)
72,57,356
8,349
6,633
5,650
2001
(in US $)
84,83,926
25,320
45,023
31,746
The continued downturn in the telecom industry impacted the performance of
the company. The total revenue dropped from US $ 84,83,926 to
US $ 72,57,356 a drop of 14.46%. The lower margins in the services
rendered further drop in the net profit for the year.
Your directors are confident of keeping the growth level in the coming years.
for Subex Technologies, Inc.
Subash Menon
Director
56
Annual Report 2001 - 02
Report of Certified Public Accounts
We have audited the accompanying balance sheets of Subex Technologies, Inc.
as of March 31, 2002, and the related statements of income, accumulated
deficit, and cash flows for the year then ended. These financial statements are
the responsibility of the Company’s Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Subex Technologies, Inc. as of
March 31, 2002, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.
The 2001 finanical statements were compiled by us and our report thereon,
dated May 23, 2001, stated we did not audit or review those financial statements
and, accordingly, expressed no opinion or other form of assurance on them.
June 28, 2002
Ridgewood, New Jersey
Flackman, Goodman & Potter, P.A.
Certified Public Accountants
BALANCE SHEET
March 31, 2002 and 2001
ASSETS
CURRENT ASSETS
Cash
Accounts receivable
Employee advances
Due from related entity
Other current assets
2002
(Audited)
2001
(Compiled)
$ -
$ 52,037
603,065 1,887,308
11,318
-
75,131
13,793
138,940
37,686
TOTAL CURRENT ASSETS
793,484 2,025,794
EQUIPMENT
Equipment
Furniture and fixtures
Accumulated depreciation
TOTAL EQUIPMENT
OTHER ASSETS
Goodwill
Security deposit
TOTAL OTHER ASSETS
TOTAL ASSETS
81,554
2,554
(82,723)
81,554
2,554
(68,710)
5,129,176 5,129,176
3,038
3,038
5,132,214 5,132,214
$5,927,083 $7,173,406
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
Accrued expenses
Bank line of credit
Deposits payable
Payroll and sales tax payable
Due to Parent
$ 162,942 $ 676,136
326,144
100,000
_
218,568
_
94,893
81,294
_
88,942
618,448
TOTAL CURRENT LIABILITIES
557,697 1,809,670
SHAREHOLDERS’ EQUITY
Capital stock, no par value, 10,000 shares
authorized, 3,000 shares issued and outstanding
Additional paid in capital
Accumulated deficit
2,000
2,000
5,614,004 5,614,004
(252,268)
(246,618)
Retirement plan contributions
Rent
Office expense
Dues and subscriptions
Telephone
Interest expense
Postage and delivery
Travel
Depreciation
Recruiting expenses
Bank and license fees
Advertising
Temporary service
Training
Repairs
Miscellaneous
TOTAL EXPENSES
36,820
65,942
8,146
(29)
18,973
6,889
2,871
28,034
14,013
595
1,904
_
1,433
11,967
467
59,849
40,937
48,926
30,285
12,501
17,683
7,667
3,876
27,296
4,109
4,750
1,903
757
_
_
246
60,443
7,250,723 8,438,903
6,633
983
5,650
45,023
13,277
31,746
ACCUMULATED DEFICIT – beginning
(252,268)
(284,014)
ACCUMULATED DEFICIT – ending
$ (246,618) $ (252,268)
STATEMENTS OF CASH FLOWS
See Accountant’s Compilation Report
For the Years Ended March 31, 2002 and 2001
2002
(Audited)
2001
(Compiled)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Non-cash expenses included in net income:
Depreciation
Change in operating assets and liabilities:
Accounts receivable
Other Assets
Accounts Payable
Accrued Expenses
Other Current Liabilities
$ 5,650
14,013
$ 31,746
4,108
1,284,243 (474,983)
(82,334)
287,113
314,762
(16,570)
34,970
(513,194)
(107,576)
87,245
1,385
15,398
INCOME BEFORE INCOME TAXES
PROVISION FOR INCOME TAXES
NET INCOME
TOTAL SHAREHOLDER’S EQUITY 5,369,386 5,363,736
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
$5,927,083 $7,173,406
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
For the Years Ended March 31, 2002 and 2001
NET CASH PROVIDED BY
OPERATING ACTIVITIES
805,351
63,842
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to related entity
Purchase of fixed assets
NET CASH USED BY
INVESTING ACTIVITIES
(138,940)
_
_
(11,805)
(138,940)
(11,805)
REVENUES
Consulting fees
Interest income
TOTAL REVENUES
EXPENSES
Subcontracting expense
Payroll expense
Recoverable expenses
Payroll tax expense
Insurance expense
Professional fees
Employee reimbursement expense
2002
(Audited)
2001
(Compiled)
$7,253,166 $8,469,833
14,093
4,190
7,257,356 8,483,926
3,529,249 5,357,454
2,879,586 2,288,616
_
199,720
117,641
110,504
103,589
12,941
231,064
154,929
142,956
42,124
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bank line of credit
Advances (repayments) from Parent
NET CASH USED BY
FINANCING ACTIVITIES
(100,000)
(618,448)
(718,448)
NET (DECREASE) INCREASE IN CASH
(52,037)
_
_
_
52,037
_
CASH – beginning of year
CASH – end of year
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest
Income taxes
52,037
$ -
$ 52,037
$ 6,889
$ 983
$ 7,667
$13,277
Annual Report 2001 - 02
57
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and 2001
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2. INCOME TAXES
Nature of Operations
Subex Technologies, Inc. “the Company” is a wholly owned subsidiary
of Subex Systems Limited – India “the Parent”. The Company is a
placement company for computer personnel and maintenance. Customers
are located throughout the United States. Credit is granted to substantially
all customers.
Cash Equivalents
The Company considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.
Accounts Receivable – Recognition of Bad Debts
The Company considers accounts receivable to be fully collectible;
accordingly, no allowance for doubtful accounts is provided.
Property and Equipment
Property and equipment is stated at cost, less accumulated depreciation.
Depreciation is provided over the estimated useful lives of the assets as follows:
Method
Estimated Useful Life
Equipment
Furniture and Equipment
Declining balance
Declining balance
5 years
5-7 years
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense for the
years ended March 31, 2002 and 2001 was $0 and $707, respectively.
Income Taxes
Deferred income taxes are recognized for differences between the basis
of assets and liabilities for financial statement and income tax purposes.
Deferred Tax Assets and Liabilities represent future tax consequences of
those differences that will either be taxable or deductible when the related
assets and liabilities are recovered or settled. At March 31, 2002 and
2001 there were no material temporary differences giving rise to Deferred
Tax Assets and Liabilities.
Goodwill
Goodwill represents the purchase price and transaction costs associated
with business acquisitions in excess of estimated fair value of the net
assets of the business.
The FASB issued SFAS No. 142, “Goodwill and Intangible Assets”.
SFAS No. 142 eliminates the amortization of goodwill, requires annual
impairment testing of goodwill and introduces the concept of indefinite
life intangible assets. The Company elected early adoption FASB
No. 142.
Management periodically reviews the carrying value of goodwill to
determine whether an impairment may exist. The Company considers
relevant cash flow and profitability information, including estimated future
operating results, trends, and other available information, in assessing
whether the carrying value of intangible assets can be recovered. If it is
determined that the carrying value of goodwill will not be recovered from
the undiscounted future cash flows of the acquired business, the carrying
value of such intangible assets would be considered impaired and reduced
by a charge to operations in the amount of the impairment. An impairment
charge is measured any deficiency in the amount of estimated undiscounted
future cash flows of the acquired business available to recover the carrying
value related to the intangible assets. Based on this assessment there was
no impairment to goodwill.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
The provision for income taxes for the years ended March 31, 2002
and 2001 consists of current tax expense.
Federal
State
3. EMPLOYEE BENEFIT PLAN
2002
$ 64
919
$ 983
2001
$ 6,440
6,837
$13,277
The Company maintains a 401(k) Savings Plan for qualified employees.
The terms of the plan define qualified employees as those over 21 years
of age, with at least six months of service with the Company. Employee
contributions are discretionary to a maximum of 15% of compensation.
The Company matches 50% of the employees contributions up to
6% of compensation. 401(k) expense for the year ended March 31,
2002 and 2001 was $36,820 and $40,937, respectively.
4. DEBT
The Company has a revolving line of credit with a bank. Borrow
ings under this line of credit bear interest at the bank’s prime rate plus
1.0%. The outstanding balance at March 31, 2002 and 2001 was
$ 0 and $100,000, respectively.
5. RELATED PARTY
The Company bills Subex Systems Limited “SSL” (a division of the
Parent) on a cost plus basis for manpower requirement. Revenue from
SSL for the years ended March 31, 2002 and 2001 was
$7,045,664 (97%) and $6,289,612 (74%), respectively.
The Company was advanced funds from the Parent for working capital
purposes. At March 31, 2002 and 2001 amount due to Parent was
$0 and $618,448, respectively.
The Company has made advances to SSL for working capital purposes.
At March 31, 2002 and 2001 amounts due from related entity was
$138,940 and $0, respectively.
6. CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist primarily of cash and accounts receivable. The Company
controls credit risk through credit approvals, credit limits, and monitoring
procedures. The Company generally does not require collateral to support
accounts receivable.
The Company maintains its cash in bank deposit accounts which, at times,
may exceed federally insured limits. Accounts are guaranteed by the
Federal Deposit Insurance Corporation (FDIC) up to $100,000. The
Company has not experienced any losses in such accounts.
7. COMMITMENTS
The Company leases office space under a four year lease expiring
December 31, 2004. Rent expense for the years ended March 31,
2002 and 2001 was $65,942 and $48,926, respectively.
Future minimum lease payments are as follows for the years ended March 31:
2003
2004
2005
$ 55,601
58,336
43,752
$157,689
58
Annual Report 2001 - 02
Consolidated Accounts
Annual Report 2001 - 02
59
Auditors’ Report
To the Board of Directors of Subex Systems Limited
1. We have examined the attached Consolidated Balance Sheet of Subex Systems Limited and it’s subsidiary as at March 31, 2002 and the
consolidated Profit and Loss Account for the year then ended. These financial statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with generally accepted auditing standards in India. These standards require that we plan and perform the
audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with and identified financial
reporting framework and are free from material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statements. We believe our audit provides a reasonable basis for our opinion.
3. We did not audit the financial statements of the subsidiary, Subex Technologies, Inc., whose audited financial statements reflect total assets of
Rs. 261,978,363 as at March 31, 2002 and total turnover of Rs. 346,652,752 for the year then ended and the financial statements of the
US Branch. These financial statements have been audited by other audits, whose report/returns have been furnished to us, and our opinion, insofar
as it relates to the amounts included in respect of the subsidiary, is based solely on the report of the other auditors.
4. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting
Standard (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India and on the basis of the separate
audited financial statements of Subex Systems Limited and its subsidiary included in the consolidated financial statements.
5. As explained in Note II.5 of Schedule R, the management does not propose to develop and market OUTsmartTM as a stand alone product and,
on receipt of the approval of the High Court of Karnataka, proposes to write-off the cost of the acquisition of the intellectual propoerty rights of
Rs. 158,956,637 against the balance in the share premium accounts rather than writing off the same to revenue.
6. On the basis of the information and explanation given to us and on the consideration of the separate audit reports on individual financial statements
of Subex Systems Limited and its aforesaid subsidiary, subject to our comments in para. 5 above, we are of the opinion that:
a)
The consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs Subex Systems Limited and its subsidiary at
March 31, 2002; and
b) The consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of Subex Systems Limited and
its subsidairy for the year then ended.
Bangalore
September 17, 2002
For Deloitte Haskins & Sells
Chartered Accountants
V. Srikumar
Partner
60
Annual Report 2001 - 02
Consolidated Balance Sheet
SOURCES OF FUNDS :
SHAREHOLDERS’ FUNDS :
Share Capital
Reserve and Surplus
LOAN FUNDS :
Secured Loans
Unsecured Loans
Deferred payment consideration towards acquisition
of a subsdiary and Intellectual Property Rights
TOTAL
APPLICATION OF FUNDS :
FIXED ASSETS :
Gross Block
Less : Depreciation
Net Block
Capital work in progress
INVESTMENTS :
GOOD WILL (On Consolidation)
DEFERRED TAX ASSET (NET):
CURRENT ASSETS, LOANS & ADVANCES :
Inventories
Sundry Debtors
Cash & Bank balances
Loans & Advances
Less: Current liabilities & Provisions
NET CURRENT ASSETS
MISCELLANEOUS EXPENDITURE :
(To the extent not written off or adjusted)
TOTAL
NOTES ON CONSOLIDATED ACCOUNTS :
NOTE : The Schedules referred to above form an integral part of the Balance Sheet
In terms of our report of even date
For Deloitte Haskins & Sells
Chartered Accountants
Subash Menon
Chairman & Managing Director
V. Srikumar
Partner
Place : Bangalore
Date : September 17, 2002
V. Balaji Bhat
Director
S. Rama Kumar
Company Secretary
SCH
As at March 31, 2002
Rs.
519,706,060
71,256,800
448,449,260
131,801,044
35,475,000
137,356,629
304,632,673
824,338,733
167,698,439
58,153,613
109,544,826
31,304
2,830,132
266,253,007
18,828,451
39,415,606
327,327,196
85,267,850
109,576,130
2,250
308,987,980
1,550,000
242,059,346
162,163,027
824,338,733
A
B
C
D
E
G
H
I
J
K
L
R
Alex J. Puthenchira
Executive Director
Vinod R. Sethi
Director
Annual Report 2001 - 02
61
Consolidated Profit and Loss Account
For the Period ended March 31, 2002
INCOME :
Sales & Services
Other Income
TOTAL
EXPENDITURE :
Materials Consumed
Personnel Cost
Other Manufacturing, Selling and
Administrative Expenses
Financial Costs
Miscellaneous Expenses amortised
Depreciation
TOTAL
Profit Before Taxation
Provision for Taxation
- Current
- Deferred
Profit After Taxation
Prior period taxes [Refer Note II.6 of Schedule R]
Add: Balance brought forward from Previous year
Profit Available for Appropriation
APPROPRIATION :
Transfer to General Reserve
Proposed Dividend
Tax on distributed profits
Surplus carried to Balance Sheet
Earnings per Share - Basic
Earnings per Share - Diluted
NOTES ON CONSOLIDATED ACCOUNTS :
NOTE : The Schedules referred to above form an integral part of the Profit & Loss Account
R
In terms of our report of even date
For Deloitte Haskins & Sells
Chartered Accountants
Subash Menon
Chairman & Managing Director
V. Srikumar
Partner
Place : Bangalore
Date : September 17, 2002
V. Balaji Bhat
Director
S. Rama Kumar
Company Secretary
62
Annual Report 2001 - 02
SCH
M
N
O
P
Q
E
2001-2002
Rs.
601,749,669
882,129
602,631,798
1,337,136
402,678,506
101,735,348
12,496,126
1,474,724
34,870,925
554,592,765
48,039,033
4,397,007
(1,150,000)
3,247,007
44,792,026
2,872,540
41,919,486
8,298,746
50,218,232
1,500,000
7,125,680
_
41,592,552
50,218,232
5.88
5.69
Alex J. Puthenchira
Executive Director
Vinod R. Sethi
Director
Schedules to Consolidated Balance Sheet
SCHEDULE - A :
SHARE CAPITAL :
AUTHORISED :
20,000,000 Equity Shares of Rs. 10/- each
TOTAL
ISSUED, SUBSCRIBED AND PAID UP CAPITAL :
7,125,680 Equity Shares of Rs. 10/- each
of the above:
a) 115,000 shares of Rs.10/- each were allotted for condsideration otherwise than for cash;
b) 4,626,940 shares of Rs.10/- each are allotted as Bonus shares by capitalisation of General Reserve;
c) 12,840 shares of Rs.10/- each are allotted in part settlement of cost of acquisition of subsidiary.
TOTAL
SCHEDULE - B :
RESERVES AND SURPLUS :
Capital Reserve
General Reserve - Opening Balance
Add : Additions during the year
Add: Deferred Tax Asset at 01/04/2001
Share Premium Account
Employees Stock Options Outstanding
Deferred Employees Compensation Expenses
Exchange Reserve (On Consolidation)
Profit & Loss Account
TOTAL
SCHEDULE - C :
SECURED LOANS :
State Bank of India - MTL
State Bank of India - FCNB Loan
(First charge on all fixed assets of the Company, both present and future,
book debts, stock, personal guarantee of two directors and equitable mortgage of industrial land)
[Amount repayable within one year: Rs.101,830,100]
Hire Purchase
(Hypothecation of Motor cars and Server)
[Amount repayable within one year: Rs.3,311,062]
TOTAL
SCHEDULE - D :
UNSECURED LOANS :
Inter Corporate Deposit - Subex Holdings Pvt. Ltd
As at March 31, 2002
Rs.
200,000,000
200,000,000
71,256,800
71,256,800
13,006,920
80,902,608
1,500,000
82,402,608
400,000 82,802,608
307,907,000
3,877,098
1,499,328 2,377,770
762,410
41,592,552
448,449,260
29,698,327
91,810,100
10,292,617
131,801,044
35,475,000
35,475,000
Annual Report 2001 - 02
63
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Annual Report 2001 - 02
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Schedules to Consolidated Balance Sheet
SCHEDULE - F :
INVESTMENTS :
(Unquoted at cost)
Long term - Non trade
In Government Securities - I.V.P
TOTAL
SCHEDULE - G :
INVENTORIES :
(at cost)
Finished Goods
TOTAL
SCHEDULE - H :
SUNDRY DEBTORS :
(Unsecured, considered good, subject to confirmation)
Outstanding for more than six months
Considered Good
Considered Doubtful
Less: Provision for Doubtful Debts
Other debts
TOTAL
SCHEDULE - I :
CASH & BANK BALANCES :
Cash on hand
Balance with Scheduled Banks
- in Current Account in Indian Rupees
- in Deposit Account in Indian Rupees
- in EEFC Account in foreign Currency
Balance with Non Scheduled Banks
- in Current Account with Royal Bank of Canada, Canada
(Maximum outstanding during the year Rs. 4,014,396)
- in CAP Account with First Union Bank, New Jersey
(Maximum outstanding during the year Rs. 33,094,000)
TOTAL
As at March 31, 2002
Rs.
2,250
2,250
2,830,132
2,830,132
83,221,994
20,572,800
103,794,794
20,572,800 83,221,994
183,031,013
266,253,007
119,729
2,764,266
13,477,151
1,334,764
462,659
669,882
18,828,451
Annual Report 2001 - 02
65
Schedules to Consolidated Balance Sheet
SCHEDULE - J :
LOANS & ADVANCES :
(Unsecured, considered good, subject to confirmation)
Loans and Advances recoverable in cash or in kind or for value to be received
Advance Income Tax including TDS
Deposits
TOTAL
SCHEDULE - K :
CURRENT LIABILITIES & PROVISIONS :
SUNDRY CREDITORS :
Sundry Creditors
(other than Small Scale Industrial Undertaking)
Unclaimed Dividends
PROVISIONS :
Taxation
Dividends
TOTAL
SCHEDULE - L :
MISCELLANEOUS EXPENDITURE :
(To the extent not written off or adjusted)
Share Issue Expenses
Intellectual Property Rights [Refer note II.5 of Schedule R]
TOTAL
As at March 31, 2002
Rs.
6,870,526
12,056,016
20,489,064
39,415,606
65,753,451
163,757 65,917,208
12,224,962
7,125,680 19,350,642
85,267,850
3,206,390
158,956,637
162,163,027
66
Annual Report 2001 - 02
Schedules to Consolidated Profit and Loss Account
SCHEDULE - M :
OTHER INCOME :
Interest Received (Gross - TDS Rs.59,091/-)
Other income received
Exchange Fluctuation
TOTAL
SCHEDULE - N :
MATERIALS, FINISHED GOODS CONSUMED :
Consumption of raw materials and bought out components
Opening Stock as at 01/04/2001
ADD : Purchases
LESS : Closing Stock
Purchase of Systems & Solutions
(Increase)/Decrease in finished goods
Opening Stock - Finished Goods
Closing Stock - Finished Goods
TOTAL
SCHEDULE - O :
PERSONNEL COSTS :
Salaries, Wages & Allowances
Contribution to Provident and Other Funds
Other staff related costs
TOTAL
SCHEDULE - P :
OTHER MANUFACTURING, SELLING AND
ADMINISTRATIVE EXPENSES :
Rent
Power, Fuel and Water Charges
Repairs & Maintenance Others
Insurance
Communication Costs
Printing & Stationery
Travelling & Conveyance
Rates & Taxes Including Filing Fees
Advertisement & Business Promotion
Consultancy Charges
Bad debts written off
Provision for Doubtful Debts
Loss on sale / disposal of assets
Miscellaneous Expenses
TOTAL
SCHEDULE - Q :
FINANCIAL COSTS :
Interest on Fixed Loans
Other Interest & Bank Charges
TOTAL
2001-2002
Rs.
463,233
374,130
44,766
882,129
730
_
730
_
730
459,917
3,706,621
2,830,132 876,489
1,337,136
375,957,604
13,370,857
13,350,045
402,678,506
8,515,292
1,618,125
1,451,523
7,834,432
5,488,928
1,356,345
24,475,636
1,167,914
6,070,062
2,335,674
1,204,966
20,572,800
993,074
18,650,577
101,735,348
5,147,413
7,348,713
12,496,126
Annual Report 2001 - 02
67
SCHEDULE – R :
I.
SIGNIFICANT ACCOUNTING POLICIES
I.1. Basis for preparation of consolidated financial statements
The consolidated financial statements relate to Subex Systems Limited (the Company) and its wholly owned subsidiary.
The consolidated financial statements have been prepared under the historical cost convention in accordance with the applicable Accounting
Principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the
Companies Act, 1956, as adopted consistently by the Company. Revenues are recognised and expenses accounted on their accrual, including
provisions / adjustments for committed obligations and amounts determined as payable or receivable during the year.
I.2. Principles of Consolidation
The financial statements of the Company and it’s wholly owned subsidiary have been combined on a line by line basis by adding together like items
of assets, liabilities, income and expense. The intra-group balances and intra-group transactions are eliminated.
The excess of cost to the Company of its investments in the subsidiary over it’s share of the equity of the subsidiary, at the date on which the
investments in the subsidiary company was made, is recognized as ‘goodwill’ being an asset in the consolidated financial statements.
The financial statements of both companies are prepared according to uniform accounting policies in accordance with the generally accepted
accounting principles in India.
I.3. Revenue Recognition
Sales are recognised on the dispatch of goods to customers and are recorded net of discounts, rebates for price adjustment, rejections, shortages
in transit, taxes and duties but include wherever applicable, export incentives.
Revenue from software development is recognised on the basis of chargeable time or achievement of prescribed milestones as relevant to each
contract.
Contracts for sale of software licences include fees for transfer of software licences (which normally coincides with delivery), installation and
commissioning. Activities relating to installation and commissioning involve minimal time and cost and are not subject to uncertainties. Revenue from
such contracts are recognised on transfer of the software licences and a provision is made for the estimated costs relating to installation and
commissioning.
Interest on investments and deposits are booked on a time proportion basis taking into account the amounts invested and the rate of interest.
Agency commission is accrued on shipment of consignment by principal.
Maintenance and service income is recognised on accrual basis.
I.4.
Fixed Assets
Fixed Assets are stated at cost of acquisition inclusive of freight, duties, taxes and interest on borrowed money allocated to and utilised for fixed
assets upto the date of capitalisation and other direct expenditure incurred on ongoing projects. Assets acquired on hire purchase are capitalised
at gross value and interest thereon is charged to revenue.
I.5. Depreciation
Fixed Assets are depreciated using the straight-line method over the useful lives of assets. Depreciation is charged on pro-rata basis for assets
purchased/sold during the year.
The rates of depreciation adopted on the assets of the Company is as under ;
Particulars
Plant & Machinery
Computers
Vehicles
Furniture & Fixtures
Depreciation Rates
20.00 %
25.00 %
20.00 %
20.00 %
Individual assets costing less than Rs. 5,000 are depreciated in full, in the year of purchase.
I.6.
Inventories
Inventories are valued at lower of cost or net realizable value, after providing for cost of obsolescence and other anticipated losses, wherever
considered necessary. Spares and Consumables are charged off to revenue in the year of purchase. Cost includes the aggregate of all expenditure
incurred in bringing the inventories to the present condition and situation.
68
Annual Report 2001 - 02
I.7. Employee Stock Option
For the shares granted /allocated under Employee Stock Option Plan - I (ESOP-I), the Securities Exchange Board of India (SEBI) guidelines are
not followed, since the scheme was formulated prior to the promulgation of the guidelines.
Employee Stock Option under Employees Stock Option - II are accounted in accordance with the guidelines stipulated by SEBI. The difference
between the market price of the shares underlying the options granted on the date of grant of option and the option price is expensed as
“Employees Compensation” over the period of vesting.
I.8. Retirement benefits to employees
The Company’s liability towards retirement benefits in the form of provident fund is fully provided and charged to expenditure. The Company has
entered into an agreement with LIC of India for managing the gratuity liability through a fund, the premium for which are funded by the Company
and charged to expenditure. Leave encashment benefits accrued during the year are settled before the end of the calender year.
I.9. Research and Development
Expenses incurred on research and developments are charged to revenue in the same year. Fixed assets purchases for research and development
purposes are capitalized and depreciated as per the Company’s policy.
I.10. Foreign Currency Transactions and Translation
Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Monetary items
denominated in foreign currencies at year end are translated at the exchange rate prevailing on the date of the Balance Sheet. Non monetary items
denominated in foreign currencies are carried at cost. Exchange differences on settlement or restatement are adjusted in the profit & loss account/
related asset account.
Assets and liabilities of the foreign subsidiary and branches are translated into Indian rupees at the rate of exchange prevailing as at the Balance
Sheet date. Revenue and expenses are translated into Indian rupees at yearly average exchange rates prevailing during the year. The exchange
difference arising out of these transactions have been disclosed as ‘Exchange Reserve’ in Reserves and Surplus.
I.11. Investments
Long term Investments are stated at cost. Diminution in the value of investments other than temporary in nature is provided for.
I.12. Income Taxes
Income Tax comprises the current tax provision under the tax payable method and the net change in the deferred tax asset or liability in the year.
Deferred Tax Assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of the assets
and liabilities and their respective tax bases. Deferred tax assets are recognized subject to management’s judgement that realization is more likely
than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the
temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in the income statement in the period of enactment of the change.
I.13. Preliminary and Share Issue Expenses
Expenses incurred during the Initial Public Offer, follow on offer and issue of Bonus Shares are being written off over a period of 5 years.
NOTES TO ACCOUNTS
II.
II.1. Subsidiary Company
The Company’s wholly owned subsidiary, Subex Technologies Inc., incorporated in the USA, has been considered in the consolidated financial
statements.
II.2. Deferred Income Taxes
a)
In terms of Accounting Standard 22 “Accounting for Taxes on Income”, the provision for income taxes has been made in terms of these
standards in the above financial statements. The Company recorded the cumulative net deferred tax asset of Rs.400,000 as on March 31,
2001, as an addition to the general reserves. Deferred tax assets are subject to a valuation allowance that reduces the amount recognized
to that which is more likely than not to be realized.
b) Movement in deferred tax asset:
Net Deferred tax Assets at April 1, 2001
Add: Tax benefits for the year ended March 31, 2002
Net Deferred Tax Assets at March 31, 2002
400,000
1,150,000
1,550,000
Annual Report 2001 - 02
69
c) The net deferred tax asset as at March 31, 2002 comprises the tax impact arising from the timing differences on account of:
-
-
Depreciation
Business loss
Net deferred asset relating to above
II.3. Contingent Liabilities
(4,514,116)
8,702,151
4,188,035
1,550,000
Disputed taxes on appeal net of advance tax paid is Rs. 577,000 (Previous Year Rs 226,000)
II.4. Acquisition of Wholly Owned Subsidiary
During 1999-2000, the Company acquired the whole of the outstanding shares of the IVth Generation Inc. New Jersey, USA, from its three
owners. To reflect the true and correct state of affairs, the acquisition was accounted at the full value of Rs.335,795,161 including advisory,
syndication fees and other costs although a part of the amount payable is contingent upon the future performance of the acquiree Company. During
2000-2001, the cost of acquisition was reduced in accordance with the final purchase consideration as per the Definitive Purchase Agreement
and accordingly the cost was stated at Rs.326,217,997. The amount of investment at March 31, 2002 stands at Rs.330,182,037 after
adjusting for the exchange fluctuation on the deferred consideration as at the year end. The amount of Rs.88,899,548 payable over the next two
years has been accounted as Deferred Consideration. Exchange Fluctuation arising on the amount payable is added to the liability with the
corresponding debit to investments.
The Goodwill recognized in the consolidated financial statements represents the excess of cost over it’s share of the equity of the subsidiary, at the
date on which the investments in the subsidiary company was made. The management has received an independent valuation of the subsidiary which
indicates that there is no impairment on the value of the Goodwill.
II.5. Acquisition of Intellectual Property Rights
During the year, the Company acquired the intellectual property comprising software codes and licenses of OUTsmart, a Wireline Fraud
Management System and INcharge, an intercarrier billing verification system from PricewaterhouseCoopers Inc. (being the receivers of the property,
assets and undertaking of Magardi Inc. on behalf of the Toronto-Dominion Bank, who are the secured lenders of Magardi Inc.). The total cost
of acquisition amounting to Rs.158,956,637 includes the purchase consideration, advisory, syndication fees and other costs. INcharge was
only at a conceptual stage during the acquisition and hence it is not possible to attribute any part of the cost of acquisition to this product.
The amount of Rs.48,457,081 outstanding at March 31, 2002 towards consideration payable over the next two years has been accounted
as Deferred Consideration.
Based on the Company’s marketing plans, OUTsmart is being integrated into Ranger (the Company’s own product), to provide a single
comprehensive product covering both wireline and wireless operators. The management does not propose to develop and market OUTsmart as a
stand alone product and this product will cease to exist. It was the intention of the Company at the time of acquisition that the cost of acquisition
will be fully amortised during the year ended March 31, 2002. The management now proposes to write off the above cost of acquisition of the
intangible asset against the balance in the share premium account after obtaining the approval of the shareholders of the Company and subject to
confirmation from the Honourable High Court of Karnataka under the provisions of Section 78 and 100 of the Companies Act, 1956. An
application for the confirmation of the Honourable High Court of Karnataka has been filed.
II.6. Prior Period Items
Amount relates to the tax on profits earned by the foreign branch of the Company relating to earlier years.
II.7. Operating Leases
The Company has various operating leases for office facilities and residential premises for employees which include leases that are renewable on a
yearly basis, cancelable at its option and other long term leases. Rental expenses for operating leases included in the Income statement for the year
is Rs.5,361,946.
As of March 31, 2002 future minimum lease payments for non-cancellable operating leases for the next five fiscal years are:
Particulars
Within one year from the date of the Balance Sheet
Due in a period between one year and five years
Due after five years
II.8. Hire Purchase Transactions
Amount in Rs.
8,799,634
10,920,613
—
During the Company has entered into various hire purchase transactions for the acquisition of vehicles and computer systems. As of
March 31, 2002, future minimum lease payments on these transactions are:
70
Annual Report 2001 - 02
Particulars
Within one year from the date of the Balance Sheet
Due in a period between one year and five years
Due after five years
Minimum Lease Payments
1,657,955
3,398,060
—
Interest
699,702
511,892
—
II.9. Employees Stock Option Plan (ESOP)
Amount in Rs.
Present Value
958,253
2,886,168
—
ESOP – I
The Company had issued 1,20,000 Equity Shares at Rs.10/- each to Subex Foundation, an Employee Welfare Trust, constituted to operate an
Employees Stock Option Plan. Consequent to the issue of Bonus Shares, the total shares available with the trust had increased to 2,40,000.
The trust has been granted a Loan by the Company to subscribe for the original Shares. As per the Scheme in force, the trust allocates shares to
those employees deemed eligible by the Advisory Board constituted for the purpose. The shares are allocated at a price, which is not less than
50% of the fair market price. The original Shares granted are subject to a minimum lock-in period of three years and the Bonus shares are subject
to a minimum lock-in of 1 year, where after the shares granted can be sold / en-cashed. As at March 31, 2002, 1,59,375 shares have been
granted under the scheme to 39 employees. The balance of 80,625 shares are available with the trust for future grants. Since the Scheme was
formulated prior to the promulgation of SEBI guidelines on the ESOP dated June 19, 1999, the Company has been advised that the said
guidelines are not applicable to the present scheme. Had to Company followed the guidelines, there would have been a charge of
Rs. Nil against the revenues.
ESOP – II
During 1999-2000, the Company established a new Stock Option Scheme under which 5,00,000 options have been allocated for grant to
the employees. Each option comprises of one underlying equity share of Rs.10/- each. This scheme has been formulated in accordance with the
SEBI guidelines on ESOP & ESPS dated June 19, 1999. As per the scheme, the compensatory committee grants the options to the employees
deemed eligible by the Advisory Board constituted for the purpose. The options are granted at a price, which is not less than 85% of the average
market price of the underlying shares based on the quotation on the Bombay Stock Exchange for 15 days prior to the date of grant. The shares
granted vest over a period of 1 to 5 years can be exercised over a period of 4 years from the date of vesting.
Under this scheme 2,07,900 options have been granted to 141 employees as at March 31, 2002. Out of the above option 31,281 options
have been vested. The difference between the market price of the share underlying the options granted on the date of grant of option and the
exercise price of the option are expensed over the vesting period as per the SEBI guidelines. The amount expensed during the period under the
scheme is Rs.1,077,311.
Employees stock options details as on the balance sheet date are ;
ESOP – I
Options outstanding at the
Beginning of the year
Granted
Forfeited/Cancelled
Exercised
Balance at end of the year
ESOP - II
Options outstanding at the
Beginning of the year
Granted
Forfeited/Cancelled
Exercised
Balance at end of the year
II.10. Related Party Information
A) Related Parties
Companies under same management
Subex Cellcomm Limited
Subex Holdings Private Limited
Key Management Personnel
Subash Menon, Chairman and Managing Director
Alex J. Puthenchira, Executive Director
Sudeesh Yezhuvath, Wholetime Director
March 31, 2002
176,900
—
17,525
6,655
152,720
March 31, 2002
205,600
97,950
95,650
—
207,900
Annual Report 2001 - 02
71
B) Details of the transactions with the related parties other than employees who are related to the Directors of the Company is as under:
Nature of Transaction
Inter Corporate Deposits received
Interest paid on Inter Corporate Deposit
Salary & Perquisites
Amount due to as at March 31, 2002
Companies under same management
40,475,000
3,765,980
_
35,475,000
II.11. Earnings Per Share
Profit after tax available to Equity Shareholders: A
Weighted Average number of shares – Basic: B
Weighted Average number of shares – Diluted: C
Earnings per Share - Basic
Earnings per Share - Diluted
II.12. Segmental Reporting
Amount in Rs.
Key Management Personnel
_
_
4,142,770
_
March 31, 2002
41,919,486
7,125,680
7,369,208
5.88
5.69
The Company’s operation comprises of software development, services and sale of Telecom Products. Primary segmental reporting comprises of
products and services segment. Secondary segment is reported based on geographical location of customers. The accounting principles consistently
used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments. These are
as set out in the note on significant accounting policies.
In primary segment, revenue and direct expenses, which relate to particular segment and which are identifiable, are reported, while certain expenses
such as depreciation and interest, which form a significant component of total expenses, are not specifically allocable to specific segments as the
underlying services are used interchangeably. The Company believes that it is not practical to provide segment disclosures relating to those costs and
expenses, and accordingly these expenses are separately disclosed as “unallocated” and directly charged against total income.
Information about Primary Business Segment:
Particulars
Revenues
Segment results before interest & taxes
Less: Unallocable expenses, net of unallocable income
Interest expense
Profit before tax
Provision for taxation:
Current
Deferred
Profit after tax
Prior period taxes
Profit for the year
Particulars of Segment Assets & Liabilities
Segment Assets
Segment Liabilities
Unallocable Assets exclude
Goodwill (On Consolidation)
Investments
Advance income taxes
Miscellaneous Expenditure
Deferred tax asset
TOTAL
Unallocable Liabilities exclude
Loans - secured
Loans - unsecured
Deferred consideration
Provisions
TOTAL
72
Annual Report 2001 - 02
Products
198,736,870
92,116,441
Services
403,012,799
29,716,427
Amounts in Rs.
Consolidated
601,749,669
121,832,868
61,297,709
12,496,126
48,039,033
4,397,007
(1,150,000)
44,792,026
2,872,540
41,919,486
Products
Services
Unallocable
Consolidated
169,455,940 99,482,654
155,908,716
65,917,208
424,847,310
65,917,208
308,987,980
2,250
12,056,016
162,163,027
1,550,000
484,759,273
131,801,044
35,475,000
137,356,629
19,350,642
323,983,315
Fixed assets used in the company’s business or liabilities contracted have not been identified to any of the primary reportable segments, as the fixed
assets and services are used interchangeably between segments. Significantly all the fixed assets of the Company are located in India. The company
believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the
available data is onerous.
Information about Secondary Business Segment
Revenue attributable to location of customers is:
Revenue
Software Products
Software Services
Others
Total
Segment assets based on their location
Africa
North America
Europe
India
Rest of the world
II.13. Others
India
North
America
European
Countries
African
Countries
Rest of
the World
13,762,600
_
4,271,981
95,143,292
403,012,799
_
15,588,635
_
_
52,238,662
_
_
17,731,700
_
_
18,034,581
498,156,091
15,588,635
52,238,662
17,731,700
42,280,090
161,854,608
27,146,997
19,954,399
17,702,500
268,938,594
1.
2.
3.
4.
5.
Fund and Non fund based facilities covering Letter of Credit and Bank Guarantees availed from State Bank of India are secured by the first charge
on all the fixed and current assets of the Company. These loans are also secured by equitable mortgage of land belonging to the Company. The
loans are further secured by the personal guarantee of the two of the Directors of the Company.
Loans and Advances includes Rs. 285,000 loan to Subex Foundation, the trust created for administration of Employee Stock Option Plan - I,
towards subscription for 1,20,000 equity shares in the Company.
Estimated amount of contracts, remaining to be executed on capital account and not provided for (net of advances paid) Rs. 5,581,000
The shareholders of the Company have approved the allotment of 213,770 equity shares at a price of Rs.100 per share of the Company on
preferential basis to Toronto Dominion Bank in the Extraordinary General Meeting on February 14, 2002. The formalities relating to the allotment
have been completed by the Company in April 2002 after receipt of the subscription amounts from the Bank.
These are the first consolidated financial statements of the Company and it’s subsidiary. Consequently, previous years figures have not been
compiled and, in the absence of these figures, a consolidated cash flow statement has not been prepared.
Signature to the Schedules A – R
Place : Bangalore
Date : Septermber 17, 2002
Subash Menon
Chairman & Managing Director
V Balaji Bhat
Director
S. Rama Kumar
Company Secretary
Alex J. Puthenchira
Executive Director
Vinod R. Sethi
Director
Annual Report 2001 - 02
73
Shareholders’ Information
1. Registered office
2. Date of book Closure
(both days inclusive)
3. Date and venue of the
Annual General Meeting
4. Dividend Payment
5. Listed on Stock Exchanges at
: No.721, 7th Main, Mahalaxmi Layout, Bangalore – 560 086
: 12th November 2002 - 15th November 2002
: November 15, 2002 at Le Meridien, 28, Sankey Road,
Bangalore - 560 052
: On or after November 15, 2002, but within the statutory time limit.
: Bangalore, Mumbai and Hyderabad Stock Exchanges
6. Company’s Shares have commenced quoting from September 3, 1999 at Bangalore Stock Exchange Limited, September 7, 1999 at Hyderabad
Stock Exchange and effective July 31, 2000, Company’s Shares were listed at The Stock Exchange, Mumbai.
7. Share Transfers and other communication regarding Share certificates and change of address, etc., may be addressed to:
M/s Canbank Computer Services Ltd., R & T Centre
Hotel Broadway Complex, # 19, K. G. Road, BANGALORE – 560 009
: 080 – 2872461 / 2872462; Fax : 080 – 2872804; e-mail
Ph
: ccslrnt@vsnl.com
8. Share Transfer System:
Share transfers would be registered and returned within a period of 20 days from the date of receipt, if the documents are clear in all respects. The
Share Transfer Committee normally meets 2 times a month.
9. Stock Market data relating to shares listed in India:
Monthly high and low quotations as well as the volume of shares traded at Mumbai, Bangalore and Hyderabad Stock Exchanges for 2001-2002
are:
Month
Apr ‘01
May ‘01
Jun ‘01
Jul ’01
Aug ‘01
Sep’ 01
Oct ‘01
Nov ‘01
Dec ‘01
Jan ‘02
Feb ‘02
Mar ‘02
High
Rs.
72.40
72.90
66.40
59.25
51.90
51.85
32.50
65.60
68.95
102.80
129.90
167.00
BSE
Low
Rs.
41.45
51.00
48.30
34.15
34.50
26.70
24.70
30.50
35.95
43.10
84.05
97.55
Volume
Nos.
66,326
598,856
674,322
184,844
186,790
258,987
164,053
2,006,938
3,474,745
9,263,187
8,302,938
10,181,589
35,363,575
High
Rs.
_
_
_
_
_
_
_
_
_
_
_
_
BgSE
Low
Rs.
_
_
_
_
_
_
_
_
_
_
_
_
Volume
Nos.
_
_
_
_
_
_
_
_
_
_
_
_
HSE
Low
Rs.
_
_
_
_
_
_
_
_
_
_
_
_
Volume
Nos.
_
_
_
_
_
_
_
_
_
_
_
_
High
Rs.
_
_
_
_
_
_
_
_
_
_
_
_
10. Investor’s services – Complaints received from April 1, 2001 to March 31, 2002:
Nature of Complaints
Received
Cleared
1. Non-receipt of share certificates/refund orders/call money notice/allotment advice/dividend warrant
2. Letters from NSDL, Banks etc.
3. Correction/change of bank mandate of refund order, Change of address
4. Postal returns of cancelled stockinvests / refund orders/ share certificates / dividend warrants
5. Other general query
Total
74
Annual Report 2001 - 02
9
0
14
0
11
34
9
0
14
0
11
34
The Company has attended to investors’ grievances / correspondence within a period of 10 days from the date of receipt of the same, during the
year ended March 31, 2002.
11. Legal proceedings:
Subex has been made as defendant in the case filed by Mr. Arun Dhariwal in respect of complaint received by the Company regarding loss of 12
share certificates comprising of 1,200 shares by Mr. Ashok Dhariwal & Others. The matter is presently sub-judice.
12. Distribution of shareholding as on :
No. of equity shares held
As at March 31, 2002
As at March 31, 2001
No. of Shareholders
% of Shareholders
No. of Shareholders
% of Shareholders
500
-
1
1000
501
-
1001 -
5000
5001 - 10000
10001 and above
13. Categories of Shareholders as on:
3,871
288
221
42
40
4,462
86.76
6.45
4.95
0.94
0.90
100.00
2,881
140
135
19
37
3,212
11.96
4.36
4.20
0.59
1.12
100.00
Category
As at March 31, 2002
As at March 31, 2001
Public & Others
Companies
Core Promoters
Mutual Funds
ESOP
Foreign Instn. Investors
No. of Share
holders
Voting
Strength %
3,953
503
3
2
1
0
4,462
27.39
11.22
56.13
1.91
3.35
0.00
100.00
No. of
Sharesheld
1,951,005
799,549
4,000,000
136,401
238,725
0
7,125,680
No. of Share
holders
Voting
Strength %
3,034
160
3
12
1
2
3,212
19.89
3.09
56.13
11.21
3.37
6.31
100.00
No. of
Sharesheld
1,417,042
220,134
4,000,000
798,597
240,000
449,907
7,125,680
14. Investors’ correspondence may be addressed to:
Investor Relations Department
Subex Systems Limited, No. 52/44, 8th Main, Ganesha Block, Mahalaxmi Layout, Bangalore – 560 096, India,
Telephone : 91 80 3497581
15. Any queries relating to the financial statements of the Company can be addressed to:
Mr. Subash Menon, Chairman & Managing Director Or Mr. Alex J. Puthenchira., Executive Director
Subex Systems Limited, No. 52/44, 8th Main, Ganesha Block, Mahalaxmi Layout, Bangalore – 560 096, India,
Telephone : 91 80 3497581
16. Dematerialisation of shares and liquidity:
All Shareholders holding shares in physical form are requested to convert their holdings into electronic form.
Annual Report 2001 - 02
75
Subex Systems Limited
5 years - At a glance
Earning Per Share
1998
1999
2000
2001
2002
Profit
1998
1999
2000
2001
2002
16
14
12
10
8
6
4
2
0
1400
1200
1000
800
600
400
200
0
76
Annual Report 2001 - 02
Revenue & Exports
1998
1999
2000
2001
2002
Networth
1998
1999
2000
2001
2002
s
h
k
a
L
n
i
s
e
e
p
u
R
s
h
k
a
L
n
i
s
e
e
p
u
R
Total Income
Export Sales
7000
6000
5000
4000
3000
2000
1000
0
s
e
e
p
u
R
Earning
Per Share
Networth
6000
5000
4000
3000
2000
1000
0
s
h
k
a
L
n
i
s
e
e
p
u
R
EBDIT
PAT
Notice
Notice is hereby given that the Eighth Annual General Meeting of the Members of Subex Systems Limited will be held on Friday, the 15th day of
November, 2002 at 3.00 p.m. at Le Meridien, Sankey Road Bangalore – 560 052, to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider, approve and adopt the Audited Accounts of the Company as at 31st March 2002 and the reports of Board of Directors
and Auditors thereon.
2. To declare dividend on Equity Shares.
3. To elect a Director in place of Mr. V. Balaji Bhat, who retires by rotation and being eligible, offers himself for re-election.
4. To elect a Director in place of Mr. K. Bala Chandran, who retires by rotation and being eligible, offers himself for re-election.
5. To appoint Statutory Auditors and fix their remuneration.
6. To appoint Branch Auditors and fix their remuneration and in this regard, pass the following Resolution as an Ordinary Resolution:
“RESOLVED THAT M/s Flackman, Goodman & Potter, P. A., be and are hereby re-appointed as Branch Auditors of the Company at United
States of America for the year 2002-03 on such remuneration as may be determined by the Board of Directors in consultation with the Branch
Auditors.”
SPECIAL BUSINESS:
7. To consider and if thought fit, to pass with or without modification, the following as an Ordinary Resolution:
“RESOLVED THAT in pursuance of the provisions of Section 317 of the Companies Act, 1956, Mr. Subash Menon be and is hereby re-
appointed as Managing Director of the Company for five years with effect from 1st October 2002.”
8. To consider and if thought fit, to pass with or without modification, the following as an Ordinary Resolution:
“RESOLVED THAT in pursuance of the provisions of Section 317 of the Companies Act, 1956, Mr. Alex J. Puthenchira be and is hereby re-
appointed as Executive Director of the Company for five years with effect from 1st October 2002.”
9. To consider and if thought fit, to pass with or without modification, the following as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 163 of the Companies Act, 1956, the Company hereby approves that the Register of
Members, Index of Members, returns, books, share certificates and documents pertaining to electronic connectivity and other documents be kept at
the office of M/s Canbank Computer Services Ltd., having their office at R & T Centre, Hotel Broadway Complex, K. G. Road, Bangalore - 560 009,
the Share Transfer Agents of the Company, instead of being kept at the Registered Office of the Company.”
NOTES:
1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of
the Company pursuant to Article 73 of the Articles of Association of the Company.
2. Proxies, in order to be effective should be lodged at the Company’s Registered Office at least 48 hours before the commencement of the meeting.
3. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, in respect of Special Business is annexed hereto.
4. The Register of Members and the Share Transfer Books of the Company will remain closed from November 12, 2002 to November 15, 2002
(both days inclusive).
5. The Dividend on Shares as recommended by the Board of Directors of the Company, if declared at the meeting, will be payable to those shareholders
whose names appear in the Register of Members of the Company as on November 12, 2002.
6. No tax will be deducted at source if the dividend payable to a resident individual shareholder does not exceed Rs. 1,000/-. Other resident
shareholders who desire to get their dividend without deduction of tax from the Company may file with the Company or the Share Transfer Agents,
M/s Canbank Computer Services Ltd., a declaration in Form 15G, in duplicate, before November 12, 2002.
7. The shareholders intending to get the amount of dividend credited to their bank account through Electronic Clearing Service may kindly send the
mandates (as per enclosed format) in respect of physical shareholdings to The Investors Relations Department, Subex Systems Limited, No. 721,
7th Main, Mahalaxmi Layout, Bangalore – 560 086 or to Company’s Share Transfer Agents, M/s Canbank Computer Services Ltd., Hotel
Broadway Complex, K G Road, Bangalore – 560 009, and in case of electronic holding of shares, to the respective Depository Participants, on
or before November 12, 2002 positively.
Annual Report 2001 - 02
77
8. Members are requested to notify change in their address to the Company’s Share Transfer agents, M/s. Canbank Computer Services Ltd., at their
above-mentioned address immediately.
9. All documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection at the Registered Office of the
Company during the office hours on all working days except Saturdays and Sundays between 11.00 A.M. and 1.00 P.M. upto the date of
Annual General Meeting.
10. Members seeking any information with regard to Accounts are requested to write to the Company immediately so as to enable the management to
keep the information ready.
Place : Bangalore
Date : September 17, 2002
For and on Behalf of the Board
Subash Menon
Chairman & Managing Director
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956
Item No. 7
Mr. Subash Menon is the Managing Director of the Company, holding position as such since Incorporation. However, under the provisions of Section
317 of the Companies Act, 1956, Managing Director has to be appointed only for a period of FIVE years at a time. Accordingly, resolution of
shareholders is required for continuance of his association with the Company as Managing Director for a further period of FIVE years, with effect from
1st October 2002. The other terms and conditions forming the appointment will be as per the resolution passed by the shareholders on 19th June
2000.
Mr. Subash Menon and Mr. Sudeesh Yezhuvath, being brother of Mr. Subash Menon, are interested in the Resolution.
Item No. 8
Mr. Alex J. Puthenchira is the Executive Director of the Company, holding position as such since Incorporation. However, under the provisions of
Section 317 of the Companies Act, 1956, Executive Director may be appointed only for a period of FIVE years at a time. Accordingly, resolution
of shareholders is required for continuance of his association with the Company as Executive Director for a further period of FIVE years, with effect from
1st October 2002. The other terms and conditions forming the appointment will be as per the resolution passed by the shareholders on 19th June
2000.
Mr. Alex J. Puthenchira is interested in the Resolution.
Item No. 9
The Company has appointed M/s Canbank Computer Services Ltd., having their office at R & T Centre, Hotel Broadway Complex, K. G. Road,
Bangalore – 560 009 as Share Transfer Agents of the Company with effect from 6th November 2001 in place of M/s Karvy Consultants Ltd. In
terms of Section 163 of the Companies Act, 1956, approval of the members is sought for keeping the Company’s Register of Members, Index of
Members, returns, books, share certificates and documents pertaining thereto at the office of Share Transfer Agents of the Company, viz., M/s Canbank
Computer Services Ltd., at their above-mentioned address. The Board recommends this resolution for approval of members.
None of the Directors of the Company is concerned or interested in the Resolution
Place : Bangalore
Date : September 17, 2002
78
Annual Report 2001 - 02
For and on Behalf of the Board
Subash Menon
Chairman & Managing Director
ELECTRONIC CLEARNING SERVICE (ECS) MANDATE FORM
Investor’s Option to receive Dividends through Credit Clearing Mechanism
1.
Shareholder’s Name
2.
Folio No. in respect of shares held in physical form
:
:
3.
For shares held in electronic form
[Shareholders holding shares in electronic form should forward this form to their respective Depository Participant]
:
DP ID
Client ID
4. Particulars of Bank Account
a. Bank Name
b. Branch Name
c. 9-Digit Code Number of the Bank and branch
appearing on the MICR cheque issued by the
Bank (Please attach a blank ‘cancelled’ cheque
or a photocopy thereof)
d. Account Type (SB Account, Current Account or
Cash Credit) with code 10/11/13
e. Ledger No./Ledger Folio No.
f. Account No. (as appearing on the cheque book)
5. Date from which the mandate should be effective
:
:
:
:
:
:
:
I hereby declare that the particulars given above are correct and complete. If the transaction is delayed or not effected at all for
reasons of incomplete or incorrect information, I would not hold the Company/Registrars and Share Transfer Agents of the Company
responsible. I also undertake to advise any change in the particulars of my account to facilitate updation of records for purpose of
credit of dividend amount through ECS.
Place :
Date :
..........................................
Signature of the Investor
Annual Report 2001 - 02
SUBEX SYSTEMS LIMITED
Registered Office : No. 721, 7th Main, Mahalaxmi Layout
BANGALORE - 560 086
PROXY FORM : Eighth Annual General Meeting – November 15, 2002
Reg. Folio No.
DP ID No.
No. of Shares
Client IDNo.
I/We...........................................................................................................................of…………
...........................................................................................…………………………. being Member/s of Subex Systems
Limited hereby appoint .......................................................................................................or failing
him...........................................................................................of………………………………..
..................................................................... as my / our proxy to vote for me / us on my / our behalf at the 8th Annual General
Meeting of the Company to be held on November 15, 2002 at 3.00 p.m. at Le Meridien, Sankey Road, Bangalore - 560 052, and at any
adjournment thereof.
Signed this ............................... day of ...............................2002.
Notes :
Affix
Rs.1/-
Revenue
Stamp
1. This form duly completed and signed must be deposited at the Registered Office of the Company not less than 48 hours before the Meeting.
2. The members who hold shares in dematerialized form shall quote their Demat Account No. and DP id No.
3. A shareholder may vote either for or against each resolution.
SUBEX SYSTEMS LIMITED
Registered Office : No. 721, 7th Main, Mahalaxmi Layout
BANGALORE - 560 086
ATTENDANCE SLIP: Eighth Annual General Meeting – November 15, 2002
Reg. Folio No.
DP ID No.
No. of Shares
Client ID No.
I / We, certify that I / We, am / are a Member / Proxy for the Member of the Company.
I / We hereby record my / our presence at the Eighth Annual General Meeting to be held at Le Meridien, Sankey Road, Bangalore - 560 052, at
3.00 p.m. on Friday, November 15, 2002.
……………………………………………
Shareholder’s / Proxy’s name in block letters
…..………………………………
Signature of Shareholder / Proxy
Notes :
1. Please fill up this attendance slip and hand it over at the entrance of the meeting hall.
2. Members are requested to bring their copies of the Annual Report to the meeting.
Annual Report 2001 - 02
Subex Systems Limited
Registered Office
721, 7th Main, Mahalaxmi Layout
Bangalore - 560 086, India
Tel
Fax
: +91-80-349 7581
: +91-80-349 1490
BRANCH OFFICES
Asia Pacific
52/44, 8th Main, 2nd Cross,
Ganesha Block, Mahalaxmi Layout
Bangalore - 560 096, India
Tel
Fax
: +91-80-349 7581
: +91-80-349 1490
OVERSEAS OFFICES
United States
Europe
255, Old Brunswick Road,
Suite S240, Piscataway,
NJ 08854, USA
Tel
Fax
: +00-1-732-981 1333
: +00-1-732-981 1666
Canada
202-52 Antares Drive
Nepean, Ontario
Canada K2E 7Z1
Tel
Fax
: +(613) 224 3131
: +(613) 224 4004
Suite#7, Achilleous Court 2
47, Griva Digheni Avenue
PB No. 42034, PIN 6530
Larnaca, Cyprus
Tel
Fax
: +357 24 665457
: +357 24 665458
E-mail:
subex@subexgroup.com
Website: www.subexgroup.com
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Annual Report 2001 - 02