Annual Report 2003-04
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Cover page inside
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Annual Report 2003-04
Annual Report 2003-04
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CONTENTS
BOARD OF DIRECTORS
Board of Directors
Financial Highlights
Chairman’s Letter to Shareholders
Managing Human Resources In a
Software Product Company
Subex Development Process
Future Tense! - Fraud in Next Generation
Telecoms Environment
Financial Statements
Directors’ Report
Report on Corporate Governance
Additional Information to Shareholders
Auditors’ Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Schedules
Balance Sheet Abstract
Management Discussion & Analysis
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Financial Review - Subex Technologies, Inc
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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
S. N. Rajesh
P.P. Prabhu
Director
Director
Director
Company Secretary & Legal Counsel
Rajkumar C.
Bankers
State Bank of India
ICICI Banking Corporation Limited
Corporation Bank
First Union Bank, Piscataway, New Jersey
Royal Bank of Canada, Ottawa
Hellinic Bank, Cyprus
Bank of China
Auditors
M/s. Deloitte Haskins & Sells
Chartered Accountants
Internal Auditors
M/s. P. Chandrasekar
Chartered Accountants
Consolidated Accounts
Shareholders’ Information
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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 : subex@subexgroup.com
BOARD OF DIRECTORS
Subash Menon
Subash Menon
Alex J. Puthenchira
Alex J. Puthenchira
Sudeesh Yezhuvath
Sudeesh Yezhuvath
V. Balaji Bhat
V. Balaji Bhat
K. Bala Chandran
K. Bala Chandran
Vinod R. Sethi
Vinod R. Sethi
S. N. Rajesh
S. N. Rajesh
P. P. Prabhu
P. P. Prabhu
Annual Report 2003-04
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F I N A N C I A L H I G H L I G H T S
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1000000
900000
800000
700000
600000
500000
400000
300000
200000
100000
0
1200000
1000000
800000
600000
400000
200000
0
2004
2003
Total Revenues
Gross Profit
Profit after Tax
600000
500000
400000
300000
200000
100000
0
0
0
0
(cid:145)
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2004
2003
Total Assets
Loan Funds
Shareholders(cid:146) Equity
Particulars (Rs. (cid:146)000)
Total Revenues
Gross profit
Profit after tax
Basic earnings per share (Rs.)
Cash and bank balances
Investments
Working capital
Total assets
Loan funds
Shareholders(cid:146) equity
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Annual Report 2003-04
2004
2003
Cash & Bank balances
Investments
Working Capital
2004
891,936
348,112
177,501
20.68
33,607
326,902
550,667
1,085,759
167,835
73,538
Year ended March 31
2003
706,414
226,506
96,120
13.12
162,355
328,686
505,640
997,674
283,320
73,438
Subex has the world(cid:146)s 2nd largest installed
base for telecom Fraud Management
System (RangerTM), within a span of four
years, since its launch in 2000.
Client speak
Client speak
(cid:147)We found considerable advantage in opting for a
future-proof suite like RevMaxTM, as against stand-
alone solutions for each function. Moreover, local
market experience was also a key factor that led us
to choose Subex, since they have done successful
implementations in this region, in the past(cid:148)
Mr. Tarik Al-Haidary
CEO
SabaFon
Annual Report 2003-04
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CHAIRMAN(cid:146)S LETTER TO SHAREHOLDERS
Dear Shareholder,
One more year has gone by since I last addressed you. One more year of hectic activity,
one more year of extensive consolidation in the telecom industry and one more year of
climb towards leadership for your company. First, a few words on the telecom industry - an
industry that has been hogging the limelight for several wrong reasons. The industry that
had soaring growth in the heady years from 1998 to 2001, slid into a deep depression
since then. Capital expenditure, as a proportion of industry revenue, had ballooned to
30% - a level that was found to be quite unsustainable. The last three years witnessed a
steady fall of this key measure and it now stands at around 15%. The industry, it is
believed, has finally settled down and can look forward to reasonable levels of growth in
the future. While the industry is no more euphoric, cautious optimism abounds. The weaker
players have been weeded out and the stronger ones are emerging with renewed strength.
It is against this background that we will now analyse the performance of your company during FY04.
Subash Menon
Chairman & Managing Director
We have recorded a revenue of Rs.892 million and a Profit After Tax (PAT) of Rs.178 million. These figures translate to a
growth of 26% and 85% respectively. Profitability, has once again grown at a scorching pace to reach 20%. The primary
reason for this growth in profitability is the higher proportion of revenue from products, which stood at 45%. In absolute terms,
products recorded a growth of 56% beating the global industry average of 28%.
Towards Leadership
Our stated objective is to be the leader in the business of providing software solutions for revenue maximization in the telecom
space. In keeping with that, our strategies and activities are well aligned towards the achievement of this objective. While this
objective might look quite daunting, I am glad to report that we have had significant progress in this direction. Let us take a look
at the statistics.
RangerTM, our fraud management system, today has 68 installations spread over 19 countries in 4 continents. INchargeTM,
our revenue assurance solution, that was launched only about 14 months ago, today boasts 7 installations. In an industry that
has been riddled with failing vendors, our achievements are commendable. While retaining our second position with regard to
the number of installations globally for fraud management systems, we have successfully entered the revenue assurance market.
Thus, we now have two promising products - one of which is expected to attain the largest installed base globally during FY05
and the other one gathering momentum in its’ march towards a similar position within the next 2 to 3 years. It is heartening to
note that INchargeTM has already been acclaimed as a powerful solution, by globally acknowledged consultants who specialise
in the field of telecom revenue assurance.
Achieving leadership in an industry and more importantly, sustaining it, calls for several key components - a well defined product
set with continuous innovation, an ever increasing list of satisfied and happy customers, financial strength and a commitment to
the business. Supporting these should a vision, strategy and an ability to execute. Having chosen revenue maximization as its’
area of operation, your company has been in the process of architecting its’ business offering in this space. This has resulted in the
launch of an integrated platform for revenue maximization. This platform, RevMaxTM, endeavours to approach revenue maximization
in telcos in an "enterprise-wide" manner. The objective is to implement the platform in a seamless manner across the various
functional departments of a carrier and to achieve maximization of revenues - through fraud management, revenue assurance,
margin management, cost management etc. - in all the operations of the carrier. While this provides an opportunity for your
company to be a long term partner to its’ customers, it also renders our product offering future proof. The integrated platform
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consists of separate modules for each aspect of revenue maximization thereby enabling a modularized approach to implementation
while ensuring seamless transfer of data and output across the entire platform. This integrated platform will be the launch pad for
the future growth and leadership in our chosen space.
Our business generates substantial annuity through additional license revenues, annual maintenance support revenues etc. Given
this situation, it is critical to acquire as many customers in as short a span of time as possible. Entry into a carrier through the
deployment of one of the modules in our integrated platform paves the way for additional business by penetrating further into
the same customers. This is the corner stone of our strategy. We currently have over 35 customers spread across 19 countries and
we are in the process of acquiring more customers - both organically and inorganically. Needless to say, those vendors who have
the largest number of customers with a possibility to offer multiple solutions to all these customers will emerge as leaders in the
years to come. Your company had identified this key aspect and has been strategising and executing over the past few years. The
soundness of our strategy coupled with an excellent execution has taken us further in the road to leadership.
We have been constantly leveraging the strong relationships with our customers, in several ways. The first is to gain from the
referenceability of these customers in the close and well networked world of telecom service providers. We have been showcasing
the gains that have been garnered by these customers, through the deployment and use of our products. Further, we have been
using these customers as sounding boards for our innovative product ideas and roadmap. They also provide us with valuable
suggestions and insights into their strategies, requirements and future plans.
On the whole, we are confident of emerging as the leader in the revenue maximization space - across several products - within
the next 2 to 3 years. Although there is some way to go for the fulfillment of that objective, we have certainly come a long way
from where we started.
China - The New Frontier
The land of the dragon is generally viewed with trepidation. Many consider it a constant threat and many others take it is a land
of opportunities. We, at Subex, believe that the Chinese market has huge potential, but should be tapped with adequate care.
The telecom industry in China has been growing by leaps and bounds and today has the largest number of mobile connections
among all the countries in the world. This is expected to grow further in the years to come.
After a long evaluation and exploration lasting one and a half years, we set up a sales and support office in Beijing in October
2003. Further, we have teamed up with two partners with long years of experience in the Chinese market. We have also taken
adequate measures to protect our intellectual property by adopting well thoughtout policies with regard to selection and
appointment of partners, implementation and localization methodologies and through the use of leading legal experts in drawing
up contracts and agreements. These steps, coupled with the employment of local Chinese personnel, we feel, should help us to
tap this market successfully.
China is replete with local vendors for a variety of software solutions. However, the level of sophistication witnessed in the
solutions that are being developed and deployed by these local vendors leaves much to be desired. This phenomenon is slowly
creating a market opportunity for global vendors and our entry into this market has been timed to take advantage of this
phenomenon and the growing awareness among Chinese telcos concerning revenue maximization possibilities. Given the long
sales cycles required for our products, we do not expect significant revenues from this market in FY05. The real returns will
commence in FY06 and we expect them to be substantial.
Software Services - Onsite Consulting
Building on the gains of FY03, this business grew well in FY04. It recorded a revenue of Rs.482 million resulting in a growth of
8.28%. In keeping with our strategy, this business strengthened its’ relationship with the largest customer, AT&T, by penetrating
deeper into that organization. We expect this stronger and deeper relationship to yield good results in the future.
Annual Report 2003-04
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Business Outlook
The downturn in the telecom industry has resulted in certain fundamental shifts in the way business is done and in the priorities
of the carriers. Enhancing revenues and profits and a strong focus on Average Revenue Per user (ARPU) and even more
significantly, on Average Margin Per User (AMPU) has come to stay. I would like to refer to two studies - one each by Deloitte
and RHK, Inc. - to elaborate on the market size and what the future portents for this market.
The Deloitte Study : This study, entitled Deloitte Global Telecom Operator Survey, was conducted in the second half of
2003. The study was conducted among CXO level executives of 108 leading carriers of the world. The executives were given
16 areas for improvement and asked to grade them on the basis of significance. Revenue assurance was accorded the highest
grade (60% of the executives gave it the highest grade) making it the most significant area for improvement for the carriers. This
vote establishes our belief that revenue maximization (of which revenue assurance is a part) is a burning issue in the carrier world
today and is attracting considerable investment leading to substantial growth. The RHK study further cements this belief by
providing quantitative measures.
The RHK Study : RHK estimates that the world wide market for Operations Support Systems (OSS), of which revenue
maximization forms a part, will grow at a CAGR of 7% from 2003 to 2007. It further identifies revenue maximization as one
of the six fastest growing areas with a CAGR of 28% leading to a market size of US$. 800 million in 2007, up from
US$. 300 million in 2003.
Out of the above, which includes hardware, software, professional services and consulting, Subex estimates the market for
software solutions to be about US$. 120 million in 2003, giving us a market share of about 5% in a fragmented market.
Consolidation being an established trend in our industry, we expect a few major players to emerge in the coming years and aim
to be a leader in this space with significant revenues and a market share of about 10% to 15% for software solutions. The fast
growing market and an increasing market share will result in higher revenues and profits in the years ahead. The increasing share of
products in the overall business mix will ensure higher profitability.
People have always been the main strength behind all the achievements of Subex. And so, I herewith record my acknowledgement
of the support received from all the Subexians in making FY04 a successful year and thank them wholeheartedly for the same. I
also thank all the share holders of this company on behalf of the Board of Directors and on my personal behalf. Finally, our sincere
thanks to all the customers and partners without whom, nothing could have been achieved. All of us at the company are
confident of being able to report another stellar year at the end of the next twelve months.
Subash Menon
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All the GSM operators in the private
sector in India are Subex(cid:146)s clients.
Client speak
Client speak
(cid:147)After a thorough evaluation of several products in
this space, we chose Ranger from Subex as it offered
the widest range of functionalities coupled with a
large base of satisfied customers. We are confident
of fighting fraud effectively by deployng RangerTM
throughout our network(cid:148)
Mr. Vivek Sett
CFO
Tata Teleservices
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MANAGING HUMAN RESOURCES IN A SOFTWARE PRODUCT COMPANY
Indian software companies are on a roll. NASSCOM predicts continued high growth for
the industry and business prospects look very bright. More and more businesses based in the
Western world are relying on Indian software professionals to deliver the goods. Increasing
numbers of MNCs are setting up software development facilities in India. Needless to say,
recruitment and job opportunities in the sector, has stepped up.
Amidst all this feeling of joy and happiness, are we missing some of the obvious points? Do
we ask ourselves as to why we do not have an Oracle and Microsoft, out of India? In
reality, which area are we growing in? If we look closely at the growth of our GDP, we will
see that we are growing more in the services sector than in manufacturing. Indeed, manufacturing
is growing at less than 4%, while the overall GDP is at more than 8%. Similar is the scene in
the software field - our growth is happening because of "outsourcing" of services. Software
services and ITeS are growing, but we are not coming with the real winners - software
products - at a pace that would actually reflect India’s talent in software development. Unlike
products, services do not create intellectual property in the company. In the products business,
the company owns the intellectual rights to the product and the gains and valuations are much higher than what one sees with
services companies. A comparison of the P/E ratios of services companies and products companies is self-explanatory.
Sudeesh Yezhuvath
Wholetime Director and
Chief Operating Officer
The good news is that India is slowly waking up to this fact. More importantly, software engineers are getting enlightened on this
subject. They are realizing the difference between a "knowledge worker" and a "value creator". The key differences in being a
software engineer in a software services company and software product company are(cid:133)
l
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In a software services company, the core work is mostly done at the client’s location and managed closely by managers of the
client; in a products company everything is done in-house.
In software services, the responsibility is mostly to churn out code; working within the larger frameworks provided by the
client. Products, on the other hand, demand a holistic view and "out-of-the-box" thinking.
In software services, decisions on technologies to be employed etc. are driven by the client and the responsibility of the
services organization is only to provide engineers who have skills in the technology. In product companies, such decisions are
made in-house and hence engineers should be able to comprehend and understand technology at a much deeper level. These
decisions are very critical to the success of the product and hence have to be incisive and far-sighted. In short, engineers in
product companies need to have broader understanding of the business implication of the technologies employed.
Earlier, software engineers did not have enough exposure to software products business and hence did not understand these
important, differentiating points. Today, products business is catching up in India and there are a few companies that are committed
to growing as software product companies. There is an understanding within the software developer community that working on
software products is to actually work on something that is much higher in the value chain than software services.
Hitherto, a software development job was viewed as a passport to the USA but that is now changing. The Indian software
developer is realizing that software products offer a better career course due to various factors such as(cid:133)
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Products provide an opportunity to be a specialist and develop a deeper knowledge of technology. Services tend to make
generalists out of developers without any significant depth.
Pride in creating one’s own product and witnessing the deployment and growth of the product - the feeling that one is a
"value creator" and not just a "knowledge worker".
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Annual Report 2003-04
l
Pride in realizing that they are aiding the growth of this country with Intellectual Property and not just service skills.
The Human Resources division in a software products company needs to be aware of these important points and get this message
across to its employees at various levels. A good amount of education is required as these may not be obvious at the first glance.
Core programs have to be conducted to pass these messages and build the pride and morale. Products business is not a steady
state business - it is one of ups and downs. Employees need to be aware of these elements.
Software development is not the only important function within a software product company; it is, indeed, one of the most
important. But excellence in Product Management, Marketing etc. are also crucial to the success of the company. The problem
of not having enough history in software products business brings a lot of issues here with respect to the availability of skilled
manpower. Software services clients do not outsource such activity to India and hence availability of such talent is rare. This
necessitates that the HR division should be skilled in attracting available talent and also developing talent through adequate
training measures.
The HR division in a software product company, in essence, has to pay close attention to the following:
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Training and developing software development talent to suit product development
Sensitizing software engineers to the needs of software products development.
Recruiting and training of talent in functions such as Product Management, Marketing etc.
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HR
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.
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Annual Report 2003-04
Subex is rated as one of the Top eight
Software Product companies in India, by
NASSCOM.
Client speak
Client speak
(cid:147)With its globally proven track record we are
confident that RevMaxTM suite of products will
enable our networks to minimize fraud related leakage
and maximize revenue. We found good value in the
suite, which is a combination of an FMS (RangerTM)
and a Revenue Assurance Solution (INchargeTM).
We believe this would enable us to address a lot
more than mere fraud management(cid:148)
Mr. Jamal Ramadan
Executive Director
Investcom Global Limited.
Annual Report 2003-04
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SUBEX DEVELOPMENT PROCESS (SDP)
Introduction
Over the last five years, Subex has evolved a set of cohesive practices to deliver quality
software, on time, to markets. To be successful in the software product space Subex needs
to deliver software in an environment of rapidly changing requirements. SDP is an amalgam of
practices, new and old. Most of the practices that are followed by the development teams
are based on Extreme Programming (XP). These practices are strengthened using a set of
add-on practices that are required to produce collaterals and ease interfaces among different
stakeholders of the product being developed. This article discusses some of the salient features
of SDP.
SDP and XP
Even though SDP is based on XP and reflects the core values of XP, viz. simplicity,
communication, feedback and courage, SDP is not XP. Some shortcomings of XP for
implementing at Subex are:
Dakshinamurthy K.
Chief Technology Officer
1. XP is designed and very successful for small teams. Even though XP has been tried on larger teams in recent times, the results
are still awaited.
2. XP emphasizes a customer (end-user) to be available on-site. In a product development environment this is not always
possible.
3. XP has planning in two practices - a longer release plan (around 3 months) and a short iteration plan (around 15 days).
With customization and (some) enhancements to be released early, it is not always possible to follow a 3-month release
cycle.
The core development team follows all the practices of XP. The add-on practices help in creating an environment for the development
teams to make use of all practices of XP.
Coverage is the key
Verification and validation of the software products ensure quality deliverables from a software team. There are four variables
that can be controlled in software development. These are, Cost, Time, Quality and Scope. However, the variable Quality is
special in nature. Reducing the quality does not help ensure delivery. In most cases, the reduction in quality effects delivery
schedules, cost (of development as well as further maintenance) adversely. For typical software, quality is represented by the test
coverage that can be achieved.
The key to successful development is to ensure that the test coverage is good and encompasses all the features of the software
and the associated artifacts being developed. XP ensures these by enforcing two practices - Test first design and acceptance tests.
Test first design is a development strategy where-in the developer starts with a test before writing/modifying the code. This strategy
ensures that all code under development is covered at least by one test case. Another major benefit is that the developer thinks in
terms of using the code being developed and the developed interfaces are cleaner. This results in more reuse of code. However,
this strategy can’t be followed without automating the test cases themselves. Software libraries are available (JUnit for Java,
CPPUnit for C++ etc.) that can be used to automate the test cases.
Where the TFD strategy covers the testing by the development team, the acceptance test strategy does the same for the end-user
side of the product. In a classical development model, the test team is separate from the development team and performs the
testing at the end of development. Since, the testing activity takes place last in the development life cycle any squeeze in
schedules reduces the time available for testing and in most cases results in releasing substandard software.
XP (and so SDP) reverses the cycle. The testing team is part of the development team and provides the acceptance test
conditions to the development team before start of the development of a feature. The test conditions provided act as objective
requirements for the development team. A feature is considered complete only when all the test conditions and test cases are
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Annual Report 2003-04
passed. At the end of iteration, all the tests are executed to ensure that there are no regression bugs, as well as to ensure that the
new features work the way they were envisaged.
Change Control Board
Change is the only constant.
A major problem faced by the software product companies is to ensure that any additions or modifications to an existing product
follows the below criteria:
1. Does not break existing functionality
2.
Fits into the product philosophy
3. Does not add unnecessary complexity
The Change Control Board (CCB) consists of representatives from product management, implementation and support and
development teams. The CCB resolves the issues for any change request for a product. An accepted request is moved into the
roadmap of the product. In case of a customization request, the CCB decides whether the request can be serviced and on
accepting a request whether the modification should be taken up as part of the core product or keep it separate as a customization.
Product Management Group
The Product Management Group (PMG) is responsible in defining the roadmap and directions for a product at Subex. PMG
consists of domain experts from telecom fields. The group provides the details of product functionality in the form of Marketing
Requirement Documents. The requirement documents are prepared for new products as well as future versions of products. PMG
also coordinates the CCB process at Subex, to ensure smooth implementation of features in various products.
SUBEX DEVELOPMENT PROCESS
QMS
XP Strandard Practices
PMG
CCB
PAS
Various practices of SDP strengthen the core practices followed by
the development teams.
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Quality Management System
What you do not measure, you can’t improve.
Subex is a ISO 9001/2000 certified organization. SDP merges the agility of Extreme Programming and the reliability of standard
defined processes. The mix of these two at appropriate levels provid the organization with a process that can meet the increasing
demands of the market place.
Internal audits at Subex consists of checks and measures for process adherence. Internal audits cover the artifacts created for the
product development as well as more technical issues covering test first design, automated testing and pair programming. The major
contribution of the Internal Audit is to find the drawbacks of the process and to suggest improvement areas.
Process Automation System (PAS)
Those who forget history are condemned to repeat it.
All the processes at Subex make use of our homegrown automation system software. The PAS consists of various modules that
support the development like release planning, iteration planning, defect tracking, CCB etc. The salient feature of PAS is the
ability to search through the database for finding relevant information about a product feature. The system is continuously
updated to keep up with the changes in the process whenever they happen.
Conclusion
Subex development process is a comprehensive set of practices that provides us with the agility to move fast in a demanding
product development environment. The people who follow the process, are the ones who makes it a success. The process is
evolved over a period of time taking into consideration the feedback from various teams that used it. One can be sure that there
will be changes in the process over a period time, albeit to a small extent.
Deploying of SDP allowed us to reduce the integration problems faced by the development teams. Knowledge transfer has
increased due to the pair programming discipline used by development teams. Daily standup meetings is one of the best practices
followed by the development teams to ensure that all the people - the development team, test team, project management are on
the same page on what is happening in the development team.
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Annual Report 2003-04
Subex has more than 68 installations spread
across 17 countries and 4 continents.
Client speak
Client speak
(cid:147)We are looking forward to deploying a state of
the art Fraud Management System that will help us
with meeting our Company objectives. We are
particularly impressed with the Subex(cid:146)s ability to
satisfy the Fraud management needs for 2G, 2.5G
and 3G networks(cid:148)
Mr. Vishant Vora
Chief Technology Officer &
Vice President Network & Systems
MobiFon
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FUTURE TENSE! - FRAUD IN NEXT GENERATION TELECOMS ENVIRONMENT
Operators worldwide are moving towards offering unified services in the next generation
telecommunications environment. While doing so, they face the daunting challenge of delivering
these services efficiently, reliably and cost-effectively, in the face of increasing complexity of
business models and network architectures. The key challenges include managing the migration
from circuit switched to packet switched data network with the consequent explosion in
traffic volume, event records and data sources. Records will not just reflect simple voice call
parameters such as duration or destination anymore. Operators will have to start charging for
transaction and content, besides monitoring additional service parameters such as QoS and
bandwidth. The nature of services offered on next generation networks would be highly
diverse and would include high-margin services such as banking, m-commerce and
videoconferencing among others.
Vinod Kumar
Senior Product Manager
The advent of new services brings increased exposure of network operators to complex types of fraud, whose impact depends on
the operator’s business model. Fraud risks would be higher for operators with a financial stake in the service offering, as compared
to those who only act as a carrier of the service. New fraud types would include denial of service attacks, unauthorized intrusion
into private networks, manipulating QoS to illegally obtain high-value services, content piracy and viruses.
It would be difficult to identify these fraud types with conventional tools and mechanisms. Operators would need to evolve their
fraud management policies, processes and tools to proactively tackle new challenges. Some of the demands placed on fraud
management in the next generation environment include:
l
Fraud management systems must have the capability to effectively process vast amounts of data from diverse sources, extract
relevant fraud management related information from them and present it to the fraud analyst in an easy-to-understand
manner.
l Operators must have an integrated view of individual customer behavior by profiling on diverse parameters such as network
and service usage, location, demography and financial behavior.
l
Fraud management systems would have to evolve to hybrid models that combine rules and thresholds based techniques
with artificial intelligence capabilities such as neural networks and self-learning statistical algorithms. Artificial intelligence
will be used for real-time, adaptive profiling to automatically identify hidden fraudulent activity, including previously
unknown fraud types.
l As technical fraud threats become complex, fraud management would need to move closer to network functions. By
processing and intelligently profiling information from diverse network devices such as routers, network security systems,
billing systems, content and application servers, fraud management systems can alert the operator about dangerous security
leaks in the network.
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The fraud analyst should be able to identify hidden patterns of fraud that are masked and isolated from the main sources of
fraud.
l
Losses from roaming fraud could be greater in the next generation environment as the customer is allowed access to content
or financial transactions while roaming. Operators would need to investigate the use of intelligent measures to counteract the
fraudster’s exploitation of the delay in communication between the roaming and the home network.
Annual Report 2003-04
21
MISSION STATEMENT
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.
VISION STATEMENT
To be the leader in our areas of business through:
Total Customer Satisfaction,
Commitment to Excellence and
Determination to Succeed.
QUALITY STATEMENT
Subexians are commited to achieve total customer satisfaction by delivering high quality products
that meet the needs and expetations of our customers.
We commit ourselves to adhere to quality management system requirements and to continually
improve the same.
22
Annual Report 2003-04
Financial Statements
for the year ended March 31, 2004
Annual Report 2003-04
23
Directors Report to the Members of Subex Systems Limited
Your Directors have pleasure in presenting the Tenth Annual Report together with the Audited Accounts of the Company for the year ended
31st March 31, 2004.
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
a) on equity shares
b) on preference shares
Provision for tax on Dividends
Transfer to General Reserve
Surplus carried to Balance Sheet
OVERVIEW :
2003-04
(Rs.in lacs)
8919.36
2460.23
569.78
1890.45
115.44
1775.01
-
1775.01
147.08
226.53
47.87
135.00
2595.48
2002-03
(Rs.in lacs)
7064.14
1621.90
604.40
1017.50
56.30
961.20
3.15
961.20
73.44
0.51
9.48
20.00
1376.95
Your company has once again recorded a healthy growth in both revenues and profits, despite the slowdown in the telecom industry and a tougher,
more competitive, business environment. Total revenues from operations for the year ended March 31,2004 increased by 26.26% to
Rs. 891.94 million, over the previous reporting period. The Company has posted a net profit of Rs. 177.50 million during the year as against
Rs.96.12 million during the corresponding previous year.
Owing to the focus on software products, the business mix is tilting in favour of software products as against software consulting. Over the past
3 years, software products have increased their contribution in the overall revenue from a low figure of 7% in FY01 to 45% in FY04.
A key measure of the success of a product company is the Average Revenue Per Contract (ARPC). This is a function of the size of the networks
where the products are being installed, number of products in the suite that are being installed and the license revenue per subscriber or transaction
record. This key parameter has been growing at a fast rate at Subex increasing from about US$. 200,000 in FY02 to US$. 700,000 in FY04.
As the cost of sales and that of implementation on a per contract basis does not rise in proportion to the ARPC, a direct impact of the growth in
ARPC is a sign of improving profit and profitability.
DIVIDEND :
Your Directors are pleased to recommend a dividend of 20% for the year ended March 31, 2004 (previous year 10%) on Equity Share Capital
of the Company. In terms of the agreement with the Preference Shareholders, the Company has also made a provision for dividend @ 12.25%
on the Preference Share capital of the Company for the year ended March 31, 2004.
BUSINESS :
Subex operates in a niche market providing Revenue Maximization solutions to communications service providers worldwide. These solutions improve
the revenues and profits of the communications service providers through identification and elimination of leakages in their revenue chain. Subex
conceptualizes and develops software products at its facilities in Bangalore and is focused on the telecom business segment. Subex has sales and
support offices in Canada, Cyprus, China and United States. Subex’s vision is to be a global leader in its’ chosen area of operation - namely revenue
maximization for communications service providers. Subex aims to be the leader in revenue maximization solutions for communications service
24
Annual Report 2003-04
providers globally and has taken several strategic initiatives to fulfill its’ ambition. The company is focused on the products side of the business and
is committed to grow in this segment faster in the coming years.
The market that Subex operates in, i.e. providing of revenue maximization solutions to communications services providers, is growing by leaps and
bounds. Several studies and market surveys have established the significance and potential of this market segment. Prominent among those studies is
the OSS Market Forecast from by RHK, Inc. According to that study, the worldwide OSS market will grow at a CAGR of 7% from 2003 to
2007 in effect growing from, US$. 31.1 billion to US$. 40.5 billion. The commercial off the shelf (COTS) portion of this growth is expected
to be 11% CAGR as more telcos are expected to opt for COTS as against internal development. In an era of focus on core competence, telcos
have realised that relying on COTS provides a better growth path into the future combined with sustainability and dependability.
While the growth in the OSS market in general is of interest to Subex, what is of greater importance is the projected growth in its’ area of operation,
namely revenue maximization. According to the forecast, this segment is expected to grow at a CAGR of 28% from 2003 to 2007.
Ever since the launch of RangerTM in February 2000, Subex has been signing on new customers at a frenetic pace, as evidenced by the growth in
the number of networks where RangerTM and INchargeTM have been installed. Starting with a zero base in early 2000, RangerTM has now been
installed in 68 networks spread across 19 countries in 4 continents. INchargeTM has been installed in 7 networks. An even more significant aspect
is the stature of customers who have reposed their faith on Subex. Global Crossing and Sprint in the US; Vodafone (Romania), OTE (Romania)
and CYTA (Cyprus) in Europe; France Telecom (Senegal, Mali) and Econet (Nigeria) in Africa; Saudi Telecom Company, Sabafon (Yemen) and
Investcom (Syria, Yemen) in the Middle East; Airtel, Hutch, Idea, BPL and Tata Teleservices in India and TAC (Thailand), MTN (Sri Lanka) and
JTB (Brunei) in the rest of Asia are some of the major customers. The Company has been gradually moving from small networks to very large ones.
The largest has about 15 million subscribers processing over 100 million records per day.
SHARE CAPITAL :
As on 31st March 2004, the Authorized Share capital stood at Rs. 307,800,000 comprising Rs. 111,800,000 of Equity Share Capital
and Rs.196,000,000 of Preference Share Capital. The Paid up Share Capital as on March 31, 2004 stood at Rs. 258,464,110 comprising
7,353,811 equity shares of Rs.10 each for Rs. 73,538,110 and 1,887,000 Redeemable Optionally Convertible Cumulative Preference
Shares (ROCCPS) of Rs.98 each for Rs.184,926,000
During the year, the Company allotted 9,986 Equity shares of Rs. 10/- each to various employees on the exercise of Stock options granted to
them under the Employee Stock Options Plan - II.Pursuant to the terms of the subscription agreements executed with the company M/s. Intel
Capital Corporation and M/s. Unit Trust of India A/c IT VUS have opted for conversion of 612,245 and 478,500 ROCCPS respectively
and accordingly on 7th April 2004, the Allotment Committee of the Board of Directors have allotted 612,245 Equity Shares to UTI A/c IT
VUS and 478,500 Equity Shares to M/s. Intel Capital Corporation.
SUBSIDIARIES - SUBEX TECHNOLOGIES, INC :
For the year ended March 31,2004, Subex Technologies, Inc., earned an income of US$ 9,345,874 and a net profit of US$ 93,186. The
subsidiary provides manpower for the contracts of the company with its customers in USA on a transfer pricing mechanism and as such the profits
on the contract are reflected in the company’s accounts. The consolidated accounts are separately appended to this report. The management has
obtained an independent valuation of the subsidiary, according to which, there has been no impairment in the carrying cost of the investment.
EMPLOYEES STOCK OPTION PLANS :
Your Company has instituted two Employee Stock Option Schemes (ESOP) to enhance employee commitment, reward performance and reduced
attrition. The details of the scheme are.
EMPLOYEES STOCK OPTION PLANS (ESOP - I) :
Instituted during 1999, ESOP - I is operated through Subex Foundation and was vested with 120,000 Equity Shares originally. Subsequent to
the issue of Bonus Shares, the number of shares available under the scheme has increased to 240,000 Equity Shares of which 152,780 shares
have been allotted to 30 employees. The original shares allotted under the scheme are subject to a minimum lock-in of three years and Bonus Shares,
subject to minimum lock-in 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.
EMPLOYEES STOCK OPTION PLANS (ESOP- II) :
Under this scheme, 500,000 options have been allocated for grant to the employees. Each option is convertible into one equity share of
Rs.10/- each, fully paid. This scheme has been formulated in accordance with the SEBI guidelines on ESOP & ESPS dated 19th June 1999.
As per the scheme, the compensatory committee grants the option to these 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
Annual Report 2003-04
25
on 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 4 years from the date of vesting. As on March 31, 2004, 180 employees were granted options aggregating to 301,440 options.
Additional information as per SEBI guidelines ;
1. Number of shares / options allotted / granted during the year
Nil
130,650
ESOP I
ESOP II
2. Grant price - percentage of discount to the market price of the shares on
N.A.
85% of average market price for 15
days prior to the date of grant.
the date allotted / granted
3. Shares / options issued to during the year
A. Directors:
1. Mr. P. P. Prabhu
B. Key Executives :
1. Ms. Anuradha - 9000
2. Mr. Sekharan Yezhuvath - 5250
3. Mr. Rajkumar. C - 1300
N.A
N.A
7,500
15,550
4. No. of employees to whom more than 5% of the shares / options issued
N.A.
Nil
during the year
5. No. of employees who were issued shares exceeding 1% of the issued
None
None
capital of the Company.
6. Diluted earning per share
CORPORATE GOVERNANCE :
Rs.18.63
Rs.18.63
Subex is committed to building long-term shareholder value with full emphasis on Corporate Governance. In achieving this objective, the Company
has always endeavored to operate as a responsible and law abiding corporate citizen. Your Company strives to implement the best Corporate
Governance Model at par with the best companies. In line with the recommendations of the Securities and Exchange Board of India (SEBI) on
Corporate Governance, your Company has various committees in place. Your Company has 8 (Eight) Directors including the Chairman and
Managing Director. None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees, across
all the companies in which he is a Director. The Directors have made the necessary disclosures regarding Committee positions. During the year the
Company has not been subjected to any penalties or strictures imposed by any statutory authorities in the administration of the Companies Act,
1956. A separate report on Corporate Governance and management Discussion & Analysis are annexed as a part of the Annual Report.
The Company’s shares have been listed on The Stock Exchange, Mumbai, National Stock Exchange, Bangalore Stock Exchange and Hyderabad
Stock Exchange. Accordingly provisions of Listing Agreement become applicable to the Company. Your Company has been complying with the
listing agreement with the Stock Exchanges.
AUDIT COMMITTEE
During the year the Audit Committee was reconstituted by including Mr. S. N. Rajesh as a member. Mr. Subash Menon has resigned from the
Audit Committee and the committee presently comprises Mr. Balaji Bhat, Mr. K. Bala Chandran, Mr. Vinod R Sethi and Mr. S. N. Rajesh , all
of whom are non-executive Directors, with Mr. Balaji Bhat as its Chairman. The role, terms of reference, the authority and power of the Audit
Committee are in conformity with the requirements of the Companies Act,1956.
DIRECTORS :
During the year the appointment of Mr. S. N. Rajesh and Mr. P. P. Prabhu who were inducted into the Board as additional Directors, has been
ratified in the Annual General Meeting held on September 9, 2003. Mr. Alex P J and Mr. Balaji Bhat Directors retire by rotation, and are eligible
for reappointment. Your Directors recommend reappointment of above Directors.
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.
26
Annual Report 2003-04
4.0 Information under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of
Board of Directors) Rules, 1988
4.1 Particulars of Conservation Energy
The Company is not a major consumer of power. However adequate measures have been taken to conserve the energy consumption.
4.2 Technology Absorption, adoption and innovation.
The Company has not imported any technology. However, the telecommunications domain, in which your Company operates, is subject to
high level of obsolescence and rapid technological changes. You 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.
4.3 Foreign Exchange Earning and Outgo.
Your Company has over the years shifted its focus from software services to software products. This has resulted in substantial foreign
exchange earnings as compared to previous years. During the year 2003-04 total foreign exchange inflow and outflow is as follows:
i)
ii)
Foreign Exchange earnings Rs. 640.47 million (previous year Rs. 340.11 million)
Foreign Exchange outgo Rs. 644.80 million (previous year Rs. 266.21 million)
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 trust was set up with a corpus of Rs. 5.00 lacs to provide for welfare activities for underprivileged and the needy in the society. The trust is
managed by Trustees elected from amongst the Subexians. The following are the trust activities during the year;
a. Rs. 1.58 lacs towards medical expenses.
b. Rs. 1.10 lacs towards school fees of needy children.
c. Rs. 0.44 lacs donation to Prerana Resource Centre for purchase of household items , electricity and water charges.
DIRECTORS(cid:146) RESPONSIBILITY STATEMENT :
In accordance with the provision of Section 217(2AA) of the Companies Act 1956, the Board of Directors affirms;
a)
That in the preparation of the accounts for the year ending March 31, 2004, 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, 2004 and of the profit of the Company for the
year ended on that date.
c)
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, 2004 have been prepared on a going concern basis.
ACKNOWLEDGEMENT :
Your Directors wish to express their gratitude and thanks to the Customers, Suppliers, Investors and Bankers for their continued support to 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 : April 30, 2004
For and On Behalf of the Board
Subash Menon
Chairman & Managing Director
Annual Report 2003-04
27
ANNEXURE TO THE DIRECTORS(cid:146) 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(cid:146) Report for the year ended March 31, 2003.
Name
(cid:160)
Designation
(cid:160)
Quali-
fication
(cid:160)
Subash Menon
Chairman &
Managing Director
B.E
Alex J Puthenchira Executive Director
B.E
Age
(cid:160)
(cid:160)
39
39
Experience
(No.of
Years)
Date of
Commen-
cement of
Employment
Remuneration
received
Rs.
Previous Employment
(cid:160)
16
16
December 1994 3,508,328.00 Sales Engineer
Eltel Industries
December 1994 3,336,228.00 Area Sales Manager
Inductotherm (India)
Limited
Sudeesh Yezhuvath Whole Time Director B.Tech
35
14
December 1994 3,334,879.00 Sales Engineer
Transmatic Systems
Limited
34
42
12
October 1997
5,920,486.00 Marketing Executive
Crompton Greaves Ltd
6
June 2001
1,478,566.00 Application specialist,
Magardi, Inc.
30
2
October 2001
2,822,789.00 Manager - Support
Nortel
32
10
October 2003
1,600,890.00 Paragon Networks
International, China
P. Vinodkumar
Director - Sales
B.Tech
Paul Valois*
Application specialist Business
Administration
degree;
IT Diploma
Lorne Oickle
Manager - Software Diploma in
Electronics
Support
Engineering
Technology
Benjamin Cai Di*
Director - Sales
Majoring in
Electricity
Application
Technology
* Employed for part of the year.
28
Annual Report 2003-04
Report on Corporate Governance
I.
COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Subex Systems Limited is committed to Good 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. Subex’s
Code of Corporate Governance has been drafted in compliance with the code of "Corporate Governance" as promulgated by the Securities
and Exchange Board of India (SEBI) on 25th January 2000.
II. BOARD OF DIRECTORS
The Board of Directors of Subex is comprised of 8 Directors. Details of Composition of Board of Directors and their attendance and other
particulars are given below:
A . Composition and category of Directors as on March 31 2004
Categor y
Promoter Directors
Non Executive Independent Directors
Other Executive Directors
Total
%
25%
62%
13%
100%
B. Attendance of Directors at the Board meetings and the last AGM and details about Directorships and membership in
No. of directors
2
5
1
8
committees as on March 31 2004.
No. of
Director
Board
Meetings
held
No. of
Board
Meetings
Attended
Last AGM
attendance
No. of
Directorships
in other
companies**
Mr. Subash Menon
Mr. Alex J. Puthenchira
Mr. K. Bala Chandran
Mr. V. Balaji Bhat
Mr. Vinod R. Sethi
Mr. Sudeesh Yezhuvath
Mr. S N Rajesh
Mr. P. P. Prabhu*
4
4
4
4
4
4
4
4
4
4
4
4
3
2
4
3
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
-
-
1
2
6
-
1
2
No. of
Committees
in which the
Director is
Chairman+
-
-
1
2
-
-
1
-
No. of
Committees
in which the
Director is
a member+
-
1
5
5
2
-
1
-
*Inducted at the Board of Directors meeting held on July 23 2003
**Excluding Private Limited Companies & Overseas companies
+Including committee memberships in Subex Systems Ltd
C Number and dates of Board Meetings
4 (Four) Board meetings were held during the year. The dates on which meetings were held are as follows
June 09 2003 July 23 2003 October 22 2003 January 22 2004
D. Brief details of Directors seeking re-appointment:
1. Mr. Alex Puthenchira is the Executive Director of the Company. He graduated in Electrical Engineering from the Regional Engineering
College at Durgapur in 1986. After his graduation, he joined M/s. Inductotherm India Ltd as a Service Engineer and later became its Area
Sales Manager. During 1992-93 he joined Mr. Subash Menon to promote Subex Systems.
2. Mr. V. Balaji Bhat is a Chartered Accountant and practicing Management Consultant. He is also associated with various medium and large
Corporates in India as advisor and Director. Mr. Bhat is presently Director of IndusAge Advisors Private Limited, a management consultancy
firm located at Bangalore.
III. AUDIT COMMITTEE
A. Terms of Reference
The Audit Committee has, interalia, the following mandate:
l Oversight of Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible
Recommendation of appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services
Review of annual financial statements before submission to the Board
l
l
Annual Report 2003-04
29
l
l
l
Review of adequacy of internal control systems
Review of adequacy of internal audit function, including the reporting structure coverage and frequency of internal audit
Review of Company’s financial and risk management policies
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 of Audit Committee.
Composition
Mr. Balaji Bhat
Mr. K. Bala Chandran
Mr. Vinod R Sethi
Mr. S. N Rajesh
The Company Secretary is the secretary of the Audit Committee.
Chairman (Non-Executive Director)
Non-Executive Director
Non-Executive Director
Non-Executive Director
C . Meetings and attendance during the year.
During the financial year 2003-04, the Audit Committee meetings were held four times, i.e., on June 09 2003, July 23 2003, October 22
2003 & January 22 2004 and the Audited financial results for the year ended March 31 2003 and quarterly unaudited accounts for the period
ended June 30 2003, September 30 2003 and December 31 2003 were adopted at these meetings respectively.
Attendance of committee members at the Audit Committee meetings held during the year:
Member
Mr. V. Balaji Bhat
Mr. K. Bala Chandran
Mr. Vinod R. Sethi
Mr. S.N Rajesh
Mr. Subash Menon
Mr. S.N Rajesh was appointed as a Member of Audit Committee at the Board Meeting held on June 09 2003 and Mr. Subash Menon
has resigned from the Audit Committee on July 23 2003.
No. of Audit Committee
Meetings held
4
4
4
4
4
No. of Audit Committee
Meetings Attended
4
4
3
4
2
IV. REMUNERATION COMMITTEE
Composition of the Committee
Mr. S. N. Rajesh- Chairman
Mr. Vinod R Sethi
Mr. K. Bala Chandran
The committee had one meeting during the year on June 9 2003.
Details of Remuneration to Directors.
Name
Designation
Mr. Subash Menon
Mr. Alex P.J
Mr. Sudeesh Yezhuvath
Mr. K. Bala Chandran
Mr. V. Balaji Bhat
Mr. Vinod R. Sethi
Mr. S. N. Rajesh
Mr. P. P. Prabhu
Total
Note: The above figures are excluding the sitting fees
Chairman & Managing Director
Executive Director
Wholetime Director
Non - Executive Director
Non - Executive Director
Non - Executive Director
Nominee Director
Non - Executive Director
V. SHARE TRANSFER COMMITTEE
Salary
(Rs.)
3,008,328.00
2,836,228.00
2,834,879.00
-
-
-
-
-
8,679,435.00
Commission
(Rs.)
500,000.00
500,000.00
500,000.00
100,000.00
100,000.00
100,000.00
-
100,000.00
1,900,000.00
Total
3,508,328.00
3,336,228.00
3,334,879.00
100,000.00
100,000.00
100,000.00
-
100,000.00
10,579,435.00
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 M/s. 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 23 (Twenty three) times during the financial year 2003-04 on these days:
15-04-2003
15-07-2003
30-09-2003
31-12-2003
The Company ensures that the share transfers are effected within one month of their lodgement.
15-06-2003
3-09-2003
21-11-2003
15-03-2004
31-05-2003
31-08-2003
16-11-2003
3-03-2004
01-07-2003
13-09-2003
15-12-2003
-
15-05-2003
16-08-2003
31-10-2003
19-02-2004
30-04-2003
31-07-2003
15-10-2003
16-01-2004
30
Annual Report 2003-04
VI. INVESTOR GRIEVANCE COMMITTEE
A . Composition of the Committee
The members of the Company’s investor grievance committee are:
Mr. K. Bala Chandran, Chairman
Mr. Alex J. Puthenchira
This Committee looks into redressal of shareholder and investor complaints.
B . Meetings during the year
The committee has met 4 (Four) times during the current financial year on these dates:
June 09, 2003 July 23, 2003 October 22, 2003 January 22, 2004
Details of Investor’s Grievances are provided in the "Shareholders Information" section of this report.
VII.ESOP COMMITTEE (COMPENSATION COMMITTEE)
The Company has instituted Employees Stock Options Scheme in line with the SEBI Guidelines. In order to grant options under the scheme
to eligible employees, Compensation Committee has been formed.
A . Composition of the Committee
The committee comprises of following members:
Mr. V. Balaji Bhat, Chairman
Mr. K. Bala Chandran
Mr. Subash Menon
B . Meetings during the year.
The committee has met 7 (Seven) times during the current financial year on these dates:
April 01, 2003
October 10, 2003
Mr. V. Balaji Bhat has chaired the Meetings on all these days.
July 01, 2003
October 22, 2003
August 01, 2003
January 02, 2004
September 10, 2003
VIII.GENERAL BODY MEETINGS
A . Location and time of the last three AGMs.
Year
2000-2001
2001-2002
2002-2003
B . Postal Ballot
Date of AGM
June 13, 2001
November 15, 2002
September 09, 2003
Venue
Le Meridian - Bangalore
Le Meridian - Bangalore
Le Meridian - Bangalore
Time
3.00 p.m.
3.00 p.m.
3.00 p.m.
No special resolutions were put through the postal ballot last year.
I X . DISCLOSURES
A . There are no materially significant related party transactions of the company of material nature, with the promoters, the Directors or the
management, their subsidiaries or relatives etc that may have potential conflict with the interests of the company at large.
B . The Company has not been subjected to any penalties, strictures by Stock Exchange(s)/SEBI or any statutory authorities on any matter related
to capital markets, during the last three years. The Company has been complying with the listing conditions.
X . MEANS OF COMMUNICATION
A . Quarterly results
The quarterly audited results are generally published in all editions of Business Standard 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 . Management discussion and analysis section is part of the annual report.
X I . General shareholder information is provided in the "Shareholders information section" of the Annual Report.
XII.Auditors Certificate in respect of Compliance of conditions of Corporate Governance as per Clause 49 of the Listing
agreement with Stock Exchanges is enclosed in this Annual Report.
Place : Bangalore
Date : April 30, 2004
For Subex Systems Limited
Subash Menon
Chairman & Managing Director
Annual Report 2003-04
31
Auditors(cid:146) Certificate
To the Members of Subex Systems Limited
1. We have examined the compliance of conditions of corporate governance by Subex Systems Limited, for the year ended March 31, 2004,
as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.
2.
3.
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.
4. 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(cid:146) Grievances Committee, as on March 31, 2004, there were no investor grievance matters
against the Company remaining unattended/pending for more than 30 days.
5. 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 : April 30, 2004
For Deloitte Haskins & Sells
Chartered Accountants
V. Srikumar
Partner
M.No.84494
32
Annual Report 2003-04
Additional Information to Shareholders
Company
The management of Subex is committed to improving the levels of transparency and disclosure. Pursuant to this philosophy, an attempt has been made
to disclose hereunder, information about Subex, its Business, Operations, Outlook and Risks.
1.
1.1. Subex Systems Limited (Subex) was incorporated in 1994 as a Private Limited Company under the Companies Act, 1956 at Bangalore
Karnataka. Subex was converted into a Public Limited Company in 1996. Subex made an Initial Public Offer during July 1999 and the
equity shares are listed on Bangalore, Hyderabad, Mumbai and National Stock Exchanges.
1.2. Subex’s applications for registration of the trademark "SUBEX" and "Ranger" with the authorities in India have been accepted and are under
process. Applications for trademark registrations for "Ranger", "INcharge" and "RevMax" in the US have also been accepted by the authorities
and are in various stages of completion.
1.3. Subex operates in a niche market providing Revenue Maximization solutions to communications service providers worldwide. These solutions
improve the revenues and profits of the communications service providers through identification and elimination of leakages in their revenue
chain. Subex conceptualizes and develops software products at its facilities in Bangalore and is focused on the telecom business segment.
Subex has sales and support offices in Canada, Cyprus, China and United States. Subex’s vision is to be a global leader in its’ chosen area
of operation - namely revenue maximization for communications service providers.
Business and Market
2.1.
2.
Business Segments
Subex operates in two major business segments.
2.1.1.1. Telecom Software Products - Subex’s defined space of operation for products is Revenue Maximization for
communications service providers. The objective is to develop and market products that belong to this category.
Towards this end, Subex has developed and is marketing RangerTM, a fraud management system and INchargeTM,
a revenue assurance system. Further, Subex 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 - Subex 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.
Business Mix - Subex aims to be the leader in revenue maximization solutions for communications service providers
globally and has taken several strategic initiatives to fulfill its’ ambition. Over the years, the business mix has tilted in favour of
software products as against software consulting. Over the past 3 years, software products have increased their contribution
in the overall revenue from 7% in FY01 to 45% in FY04. The company is focused on the products side of
the business and is committed to grow this segment faster in the coming years. Owing to this, the contribution of products
to the overall revenue is expected to move up to 55% in FY05 and increase further in the years ahead.
60
50
40
30
20
10
0
FY01
FY02
FY03
FY04
In Percentage
Share of Product Revenue in Total Revenue
Annual Report 2003-04
33
2.2. Strategy and Value Proposition
2.2.1.
Promotion of a master brand "RevMaxTM" which forms the integrated platform for all the products. RevMaxTM is squarely
positioned in the revenue maximization space. RevMaxTM consists of RangerTM fraud management system and INchargeTM
revenue assurance system.
2.2.2. Conceptualizing, designing and developing products for telecom applications in the revenue maximization segment with a
special emphasis on fraud management, revenue assurance, cost management etc. for both circuit switched and packet
switched networks.
2.2.3. Creating value through ownership of intellectual property with respect to software products.
2.2.4. Achieving inorganic growth through the acquisition of businesses that are strategic and complementary to the existing lines of
activities.
2.2.5.
2.2.6.
Superior support to all customers and potential customers by leveraging the domain expertise of Subex and through the
inculcation of a support philosophy throughout the organization.
Ensuring an attractive value proposition to the communications service providers. The RevMaxTM integrated platform from
Subex enables our customers to obtain a holistic view of the revenue maximization aspects on an enterprise wide basis. This
innovative approach from Subex has been welcomed by the carriers as they can now, for the first time, leverage the data
across their network while achieving full interoperability and data integrity.
2.3 Market Opportunity - The market that Subex operates in, i.e. provision of revenue maximization solutions to communications
services providers is growing by leaps and bounds. Several studies and market surveys have established the significance and potential of
this market segment. Prominent among those studies is the OSS Market Forecast from by RHK, Inc. According to that study, the
worldwide OSS market will grow at a CAGR of 7% from 2003 to 2007 in effect growing from, US$. 31.1 billion to US$. 40.5
billion. The commercial off the shelf (COTS) portion of this growth is expected to be 11% CAGR as more telcos are expected to opt
for COTS as against internal development. In an era of focus on core competence, telcos have realised that relying on COTS provides
a better growth path into the future combined with sustainability and dependability.
While the growth in the OSS market in general is of interest to Subex, what is of greater importance is the projected growth in its’ area
of operation, namely revenue maximization (referred to as Revenue Assurance in the table given below).
Billing mgmt and rating
Billing mediation
Revenue assurance
Custome care
s
n
o
i
l
l
i
b
$
$5
$4
$3
$2
$1
$-
Billing mgmt and rating
Billing mediation
Revenue assurance
Custome care
Source : RHK, Inc.
2002
$3.8
$0.2
$0.2
$2.2
2003
$3.7
$0.3
$0.3
$2.4
2004
$4.0
$0.3
$0.4
$2.7
2005
$4.2
$0.4
$0.5
$3.0
2006
$4.4
$0.5
$0.6
$3.3
2007
$4.6
$0.7
$0.8
$3.7
As can be seen from the above table and graph, the revenue maximization or revenue assurance market size is expected to grow from
US$. 300 million to US$. 800 million over the 4 year period from 2003 to 2007 resulting in a CAGR of 28%. Given the current
penetration of its’ products in the global marketplace and the proposed launch of more products to address this space more effectively
and extensively, Subex is confident of garnering a significant portion of this market in the coming years.
2.4 Market Penetration - Subex has been constantly expanding its’ customer base while growing deeper into each relationship. An
increasing number of installations have been achieved during FY04. This is expected to result in an increased annuity base in the years
to come. Key statistics about customer acquisition and the growth of the same are given below graphically.
34
Annual Report 2003-04
80
70
60
50
40
30
20
10
0
FY01
FY02
FY03
FY04
Total Number of Networks with
RevMaxTM (RangerTM and INchargeTM) Installations
2.5 Customer Base - Ever since the launch of Ranger TM in February 2000, Subex has been signing on new customers at a frenetic pace,
as evidenced by the growth in the number of networks where Ranger TM and INcharge TM have been installed. Starting with a zero base
in early 2000, Ranger TM has now been installed in 68 networks spread across 19 countries in 4 continents. INcharge TM has been
installed in 7 networks. An even more significant aspect is the stature of customers who have reposed their faith on Subex. Global
Crossing and Sprint in the US; Vodafone (Romania), OTE (Romania) and CYTA (Cyprus) in Europe; France Telecom (Senegal,
Mali) and Econet (Nigeria) in Africa; Saudi Telecom Company, Sabafon (Yemen) and Investcom (Syria, Yemen) in the Middle East;
Airtel, Hutch, Idea, BPL and Tata Teleservices in India and TAC (Thailand), MTN (Sri Lanka) and JTB (Brunei) in the rest of Asia
are some of the major customers. The company has been gradually moving from small networks to very large ones. The largest has about
15 million subscribers processing over 100 million records per day. Going forward, the objective is to book contracts from even larger
tier-1 carriers.
2.6 Revenue Model - The revenue model of a company decides the growth potential and stability of the organization. Subex’s revenue
model is quite robust and is capable of imparting substantial gains in the future. This revenue model has been designed to scale up with
and benefit from the growth of the communications service providers while ensuring affordability of the solutions even during initial roll
out of networks by these customers. To that end, Subex licenses its’ software solutions on a per subscriber or per transaction basis
resulting in continuous growth in license revenues depending on the growth of the networks where the solutions are installed.
Another sustainable revenue stream is the support revenue calculated as a function of the license revenue. These two streams of
revenue - license and support - are expected to lend stability to the overall revenue of the company.
2.7 Average Revenue Per Contract - A key measure of the success of a product company is the Average Revenue Per Contract
(ARPC). This is a function of the size of the networks where the products are being installed, number of products in the suite that
are being installed and the license revenue per subscriber or transaction record. This key parameter has been growing at a fast rate
at Subex increasing from about US$. 200,000 in FY02 to US$. 700,000 in FY04. The graph tracking this growth is given
below. As the cost of sales and that of implementation on a per contract basis does not rise in proportion to the ARPC, a direct
impact of the growth in ARPC is a sign of improving profit and profitability.
1000000
800000
600000
400000
200000
0
FY01
FY02
FY03
FY04
Average Revenue Per Contract in US$.
2.8 Marketing :
2.8.1
Brand Building - Subex has been building its’ brand systematically over the past few years as this is a critical ingredient
for success in the software products business. Today, its’ brands, Subex, RevMax TM, RangerTM and INchargeTM are very
well positioned among the communications service providers. RangerTM has achieved excellent brand recall and has been
Annual Report 2003-04
35
installed in over 68 networks by March 2004. Further, RangerTM is acknowledged as one of the top five fraud
management systems globally. INchargeTM has been gaining traction over the past 12 months and is now installed in 7
networks.Subex participates in a variety of tradeshows around the world and Subexians present papers at several of
these. Subex’s focus is on industry and sector specific tradeshows. Apart from attracting potential customers, the
tradeshows function as an excellent platform to create stature and credibility for the company.
2.8.2
2.8.3
Partnerships - Subex has an active partnership program in place. This was one of the major initiatives of FY04. Current
sales and technology partners include Tekelec, Oracle, IBM, Microsoft, Intel and Sun Microsystems.
Direct Marketing - Subex regularly produces white papers and technology documents that are distributed worldwide to
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 up towards Subex for guidance and recommendations on benchmarking,
good practices etc.
2.8.4 Memberships - In order to stay on the leading edge of technology, Subex actively participates in the deliberations of
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 the GSM Association, CFCA and NASSCOM.
2.9 Quality :
Subex is dedicated to maintain the highest levels of quality standards throughout its operations. Towards this, Subex has been
accredited ISO 9001: 2000 certification.
2.10 Employees :
Subex had 177 employees and 100 consultants as at March 31, 2004 located at its offices at India, Canada, China, USA and
Cyprus. Subex 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. Subex has Employee Stock
Option Plans to reward performance. On the whole, Subex has been able to achieve a high level of retention. Subex empowers its
personnel extensively and provides continuous training and upgradation of skills. During the financial year 2003, Subex introduced
performance bonus for all its employees who have completed their one-year stint in Subex.
2.11Properties :
Subex operates from about 27,000 Sq. Ft. of leased premises at various locations in India and US. Subex has identified a new
location in Bangalore and the construction of the building under lease is in progress. The company expects to move its operations
to this newly built facility during the current fiscal year.
3. Outlook - Issues & Risks
3.1 Market
3.1.1
3.1.2
3.1.3
3.1.4
3.1.5
The telecom industry is gradually coming out of the downturn. However, uncertainties continue and capex is low. This
anti-investment climate could persist for some more time.
Subex is fully dependant on the telecom industry. So, any vagaries in the telecom business environment will considerably
impact the fortunes of the company.
The continuing drag in the industry has resulted in extended sales cycles. This could result in non-achievement of business
targets in certain quarters or fiscal years.
The extremely competitive nature of the industry has led to an abnormally high debtor position which has been detrimental
to cash flow. This trend could continue for a few more quarters before it improves materially.
Certain markets in which Subex sells its products are subject to foreign exchange repatriation and economic risks, which
may result in either delayed recovery or even non-realisation of revenue. Subex conducts adequate due diligence while
venturing into such markets.
3.1.6 On the consulting front, Subex 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.
3.2 Technology
3.2.1 Given the high rate of obsolescence and rapid technological changes in the domain that Subex operates in, it is essential
to be pro-active to stay ahead of the technological curve. Subex has set up processes and methodologies to address this
threat and 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.
3.2.2
The severe downturn that has resulted in considerable financial difficulties for the carriers has spurred an unprecedented
interest in tools and technologies to squeeze out as much profits as possible from the existing investments in the network
36
Annual Report 2003-04
and other infrastructure. This keen interest is the catalyst behind the growth witnessed by the revenue maximization space.
We expect this trend to continue in the years ahead.
3.2.3
Retention of software personnel is another major risk being faced by Subex. Towards this, it provides an empowered
atmosphere with extensive mentoring, career counseling and constant learning opportunities in cutting edge and challenging
technologies.
3.3 Statutory Obligations
3.3.1
3.3.2
Subex 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.
Subex 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
Software development, being a pollution-free industry, is not subject to any environmental regulations.
3.5 Legal Proceedings
There are no material legal proceedings pending against Subex .
3.6 Foreign Exchange
Subex has substantial exposure to foreign exchange related risks on account of revenues and expenses relating to export of software. The
Indian Rupee has been volatile against the US dollar during the year. Subex intends to improve Foreign Exchange risk management in
the ensuing years.
3.7 Taxation
3.7.1
3.7.2
3.8 Litigation
Significant tax benefits have been given to the software companies in India. These benefits are presently available to
Subex. Any changes in taxation policies may adversely affect its’ post tax profits.
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.
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. Subex 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 Subex with its customers in the ordinary course of business, it 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 Subex to financial and other risks.
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 Subex adversely :
4.1 Risk relating to Acquisition: A key element of Subex’s growth strategy is acquisition of business with activities that are complementary
to those offered by it. 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 acquiree 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: Subex has been experiencing significant growth. Coupled with acquisitions, this growth
is expected to place a significant demand on the management and 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 Subex 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.
Annual Report 2003-04
37
5
Key Financials and Ratio Analysis
Financial Highlights / Year ending 31st March
2004
2003
2002
Rs in lacs except the key indicators
1999
2000
2001
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
8919.36
8285.26
2460.23
426.76
1890.45
1775.01
20%
735.38
5409.40
7993.91
2096.05
896.56
10857.59
7064.14
6760.09
1621.90
379.77
1017.5
961.20
10%
734.38
4032.57
6288.47
1615.56
778.40
9976.74
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 %
24.14
29.94
108.70
0.21
13.09
18.26
85.63
0.32
27.98% 22.96%
20% 13.61%
22.20% 15.29%
25.94% 19.59%
5925.09
5737.92
956.67
356.76
479.15
418.43
10%
712.57
4580.12
3671.06
1638.05
1095.28
8961.64
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 1,183.32
156.21
1,341.97
173.22
654.52
11.80
37.70
115.77
562.58
102.51
502.58
40.00% 30.00%
106.41
356.24
214.53
3,690.52
320.79
3,998.05
242.79
507.43
209.20
450.11
6,355.11 1,005.16
14.11
15.17
112.23
0.01
9.63
10.74
30.15
0.53
20.72% 14.63%
15.91%
8.66%
12.57% 31.96%
16.22% 31.81%
38
Annual Report 2003-04
Auditors(cid:146) Report
To the Members of Subex Systems Limited
1. We have audited the attached Balance Sheet of Subex Systems Limited, as at March 31, 2004, and also the Profit and Loss Account and
the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial 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.
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 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.
3. As required by the Companies (Auditor(cid:146)s Report) Order, 2003 issued by the Government of India, 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.
4.
Further to our comments in the Annexure referred to above, we report that:
(a) 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.
(b) 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
the books and proper returns adequate for the purpose of our audit have been received from the US branch not visited by us.
(c) The report on the accounts of the US Branch audited by the Branch Auditors(cid:146) has been forwarded to us and has been dealt with by us
in preparing this report.
(d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are prepared in accordance with the
Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.
(e) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of
account and the audited branch returns.
(f) On the basis of written representations received from the Directors of the Company, as at March 31, 2004 and taken on record by the
Board of Directors, we report that none of the Directors is disqualified as on March 31, 2004 from being appointed as a Director in
terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.
5
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 information required by the Companies Act 1956, in the manner so required, 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, 2004;
(b) in the case of the Profit and Loss Account of the profit for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Place : Bangalore
Date : April 30, 2004
For Deloitte Haskins & Sells
Chartered Accountants
V. Srikumar
Partner
M.No.84494
Annual Report 2003-04
39
Annexure to the Auditors(cid:146) Report
(Referred to in paragraph 3 of our Report of even date)
1. The provisions of clauses (vi), (viii), (ix)(b), (x), (xii), (xiii), (xiv), (xv), (xviii), (xix), (xx), as contained in para 4 and 5 of the
Companies (Auditors(cid:146) Report) Order, 2003, are not applicable to the Company for the current year.
2.
In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which
in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations
given to us no material discrepancies were noticed on such verification.
3.
In respect of its inventories:
(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed
by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories
and no material discrepancies were noticed on physical verification.
4.
In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956, according to the information and explanations given to us:
(a) The Company has not granted any loans, secured or unsecured during the year. The Company has taken loans aggregating to Rs.
11,300,000 from a party. As at the year end, the outstanding balance of such loan was Rs. 1,748,508.
(b) In our opinion, the rate of interest and other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the
Company.
(c) The payment of principal amounts and interest have during the year been regular/as per stipulations.
5.
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 for the purchase of inventory and fixed assets and for the sale of goods.
6.
In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.
(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be
entered into the register have been so entered.
(b) According to the information and explanations given to us, the transactions in excess of Rs. 5 lakhs in respect of any party, have been
made at prices which are, prima facie, reasonable having regard to the prevailing market prices at the relevant time.
7.
In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management were
commensurate with the size of the Company and the nature of its business.
8. According to the information and explanations given to us the Company has been generally regular in depositing undisputed statutory dues,
including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom
Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year and no such amounts were outstanding for
a period more than 6 months from the date they became payable as at March 31st, 2004.
9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has
not defaulted in the (re)payment of dues to financial institutions and banks.
40
Annual Report 2003-04
10. To the best of our knowledge and according to the information and explanations given to us, term loans availed by the Company were, prima
facie, applied by the Company during the year for the purposes for which the loans were obtained.
11. According to the cash flow statement prepared by the management and other records examined by us and the information and explanations
given to us, on an overall basis, funds raised on short term basis during the year have, prima facie, not been used for long term investment and
vice versa.
12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was
noticed or reported during the year.
Place :Bangalore
Date : April 30, 2004
For Deloitte Haskins & Sells
Chartered Accountants
V. Srikumar
Partner
M.No.84494
Annual Report 2003-04
41
Balance Sheet
As at March 31, 2004
SOURCES OF FUNDS :
SHAREHOLDERS FUNDS :
Share Capital
Share application money
Reserves and Surplus
SCH
As at March 31,2004
Rs.
Rs.
As at March 31, 2003
Rs.
Rs.
A
B
258,464,110
243,535
540,940,295
227,322,260
799,647,940
403,256,612 630,578,872
LOAN FUNDS :
Secured Loans
Unsecured Loans
Deferred payment consideration towards acquisition of a
subsidiary and Intellectual Property Rights (Refer Note II.3)
DEFERRED TAX LIABILITY (Net):
TOTAL
APPLICATION OF FUNDS :
FIXED ASSETS :
Gross Block
Less : Depreciation
Net Block
Capital work in progress
C
D
E
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 :
F
G
H
I
J
K
L
R
147,203,061
1,748,508
18,883,619
209,167,886
119,948,661
89,219,225
437,108
138,025
596,066,529
33,607,318
39,130,962
668,942,834
116,705,607
156,020,508
43,078,500
167,835,188
1,570,000
969,053,128
84,220,955 283,319,963
(cid:150)
913,898,835
161,556,188
83,716,023
77,840,165
(cid:150)
89,656,333
326,902,626
(cid:150)
77,840,165
328,686,613
2,050,000
198,023
399,679,803
162,355,299
25,132,316
587,365,441
83,775,050
552,237,227
503,590,391
256,942
969,053,128
1,731,666
913,898,835
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
Alex J. Puthenchira
Executive Director
V. Srikumar
Partner
Membership No. : 84494
Place : Bangalore
Date : April 30, 2004
V. Balaji Bhat
Director
Rajkumar C.
Company Secretary & Legal Counsel
42
Annual Report 2003-04
Profit and Loss Account
For the period ended March 31, 2004
INCOME :
Sales & Services
Other Income
TOTAL
EXPENDITURE :
Materials Consumed
Personnel Costs
Other Operating, Selling and
Administrative Expenses
Financial Costs
Miscellaneous Expenses amortised
Depreciation
TOTAL
Profit Before Taxation
Provision for taxation
SCH
2003-2004
Rs.
Rs.
2002-2003
Rs.
Rs.
M
N
O
P
Q
E
879,250,709
12,685,486
891,936,195
15,637,526
528,186,583
102,089,347
14,301,750
1,474,724
41,201,100
702,891,030
189,045,165
700,102,094
6,312,205
706,414,299
2,645,712
477,261,726
64,316,473
22,463,136
1,474,724
36,502,496
604,664,267
101,750,032
(cid:150) Current (Net of excess provision relating
7,924,143
6,130,009
to earlier years of Rs.3,125,857(PY: Nil)
(cid:150) Deferred
3,620,000
11,544,143
(500,000)
5,630,009
Profit After Taxation
Add: Balance brought forward from Previous year
Profit Available for Appropriation
APPROPRIATION :
Transfer to General Reserve
Proposed dividend
(cid:150) Equity Shares
(cid:150) Preference Shares for 2003-04
Tax on distributed profits
Surplus carried to Balance Sheet
Earnings per Share - Basic
Earnings per Share - Diluted
14,707,622
22,652,990
177,501,022
137,694,645
315,195,667
96,120,023
51,917,638
148,037,661
13,500,000
2,000,000
37,360,612
4,786,829
259,548,226
315,195,667
20.68
18.63
7,343,825
51,646
7,395,471
947,545
137,694,645
148,037,661
13.12
12.77
NOTES ON ACCOUNTS :
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
V. Srikumar
Partner
Membership No. : 84494
Place : Bangalore
Date : April 30, 2004
Subash Menon
Chairman & Managing Director
V. Balaji Bhat
Director
Rajkumar C.
Company Secretary & Legal Counsel
Alex J. Puthenchira
Executive Director
Annual Report 2003-04
43
Cash Flow Statement
For the period / year ended March 31, 2004
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
Operating Profit before Working Capital Changes
Adjustments for :
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) Payment towards Acquisition of Subsidiary/ IPR
e) 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/Repayments from Borrowings (Net)
c) Dividends paid
d) Interest paid on Borrowings
e) Interest received
Net Cash from Financing Activities
Net increase in Cash or Cash equivalents [A + B + C]
Cash or Cash equivalents at the start of the year
Cash or Cash equivalents at the close of the year
2003 - 2004
Rs.
2002 - 2003
Rs.
189,045,165
101,750,032
42,675,824
(1,676,014)
14,301,750
1,273,594
(204,833)
1,580,438
(cid:150)
(12,026,396)
234,969,528
(196,386,727)
(8,103,993)
59,998
10,045,553
40,584,357
(55,391,426)
1,305,397
1,000
(65,337,336)
1,782,987
(117,639,378)
32,135,049
(50,147,439)
(21,054,836)
(14,301,750)
1,676,014
(51,692,962)
(128,747,982)
162,355,300
33,607,318
37,977,220
(301,220)
22,463,136
1,100,347
(510,328)
(203,172)
3,472,789
(1,803,585)
163,945,219
(166,148,237)
3,967,567
2,632,109
20,814,601
25,211,259
(8,964,721)
3,559,804
250
(53,135,674)
1,497,424
(57,042,917)
172,692,938
31,822,964
(6,995,479)
(22,463,136)
301,220
175,358,507
143,526,849
18,828,451
162,355,300
A
B
C
Note: Cash & Cash Equivalents include balances with Scheduled Banks on Dividend Account and GIC Deposit Account of Rs.1,235,550
(PY Rs.1,126,948) which are not avialable for use by the Company.
In terms of our report of even date
For Deloitte Haskins & Sells
Chartered Accountants
Subash Menon
Chairman & Managing Director
Alex J. Puthenchira
Executive Director
V. Srikumar
Partner
Membership No. : 84494
Place : Bangalore
Date : April 30, 2004
V. Balaji Bhat
Director
Rajkumar C.
Company Secretary & Legal Counsel
44
Annual Report 2003-04
Schedules to Balance Sheet
As at March 31, 2004
SCHEDULE - A :
SHARE CAPITAL :
AUTHORISED :
11,180,000 Equity Shares of Rs. 10/- each
2,000,000 Redeemable Optionally Convertible Cumulative
Preference Shares (ROCCPS) of Rs.98/- each
TOTAL
ISSUED, SUBSCRIBED AND PAID UP:
A) EQUITY :
7,353,811(PY 7,343,825) Equity Shares of Rs. 10/- each
Of the above:
a) 115,000 shares of Rs.10/- each were allotted for
consideration other 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
B) PREFERENCE:
1,887,000 (PY 1,570,245) Redeemable Optionally Convertible
Cumulative Preference Shares (ROCCPS) of Rs.98/- each
TOTAL
SCHEDULE - B :
RESERVES AND SURPLUS :
Capital Reserve
General Reserve - Opening Balance
Add : Additions during the year
Add: Adjustment for Deferred Tax Asset as at 1.04.2001
Securities Premium Account - Opening Balance
Less : Miscellaneous expenses adjusted as per High
Court Order (Refer Note II.4 to Schedule R)
Add : Additions during the year (Net of Share issue exps)
Employees Stock Options Outstanding
Deferred Employees Compensation Expenses
Profit & Loss Account
TOTAL
SCHEDULE - C :
SECURED LOANS :
State Bank of India - MTL
(Amount repayable within one year: Rs.10,020,000)
(Previous Year: Rs.1,003,400)
State Bank of India - Cash Credit
State Bank of India - FCNR (B) Loan
[Amount repayable within one year: Rs.68,010,000]
(Previous Year: Rs.134,893,300)
(Secured by 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)
Hire Purchase
(Secured by Hypothecation of Motor cars and Server)
[Amount repayable within one year: Rs.4,223,366]
(Previous Year:Rs.4,807,401)
TOTAL
SCHEDULE - D :
UNSECURED LOANS :
Inter Corporate Deposits
As at March 31,2004
Rs.
Rs.
As at March 31, 2003
Rs.
Rs.
111,800,000
196,000,000
307,800,000
111,800,000
196,000,000
307,800,000
73,538,110
73,438,250
184,926,000
258,464,110
153,884,010
227,322,260
84,802,608
13,500,000
98,302,608
(cid:150)
165,577,841
165,577,841
749,664
6,936,691
3,181,655
13,006,920
13,006,920
98,302,608
82,802,608
2,000,000
84,802,608
(cid:150)
307,907,000
158,956,637
148,950,363
84,802,608
166,327,505
16,627,478 165,577,841
3,755,036
259,548,226
540,940,295
2,959,834
785,236
2,174,598
137,694,645
403,256,612
15,725,000
1,003,400
51,018,213
68,010,000
9,977,358
134,893,300
12,449,848
10,146,450
147,203,061
156,020,508
1,748,508
1,748,508
43,078,500
43,078,500
Annual Report 2003-04
45
4
6
A
n
n
u
a
l
R
e
p
o
r
t
2
0
0
3
-
0
4
SCHEDULE - E :
FIXED ASSETS
Sl. Particulars
No.
GROSS BLOCK
As at
April 1,
2003
Additions
during the
Year
Deletions
during
the Year
As at
March 31,
2004
Upto
April 1,
2003
DEPRECIATION
For the
Year
On
deletion
NET BLOCK
Upto
March 31,
2004
As at
March 31,
2004
As at
March 31,
2003
1 Freehold Land
5,819,103
(cid:150)
2 Plant & Machinery
1,533,199
74,010
(cid:150)
(cid:150)
5,819,103
(cid:150)
1,607,209
1,011,759
327,481
(cid:150)
(cid:150)
(cid:150)
5,819,103
5,819,103
1,339,240
267,969
521,440
3 Furniture & Fixtures
15,594,868
1,162,026
3,098,726
13,658,168 10,411,721
2,455,895
2,780,852
10,086,764
3,571,404
5,183,147
4 Computers
117,175,347 42,397,322
162,528 159,410,141 62,716,124
33,853,013
153,406
96,415,731 62,994,410
54,459,223
5 Office Equipments
5,168,479
1,067,454
23,704
6,212,229
2,932,089
1,060,820
9,224
3,983,685
2,228,544
2,236,390
6 Electrical Installations
2,029,933
(cid:150)
(cid:150)
2,029,933
1,440,550
271,577
(cid:150)
1,712,127
317,806
589,383
7 Motor Car
13,952,193 10,253,506
3,808,439
20,397,260
5,095,199
3,186,980
1,896,650
6,385,529 14,011,731
8,856,994
8 Other Fixed Assets
283,066
(cid:150)
249,223
33,843
108,581
45,334
128,330
25,585
8,258
174,485
161,556,188 54,954,318
7,342,620 209,167,886 83,716,023 41,201,100
4,968,462 119,948,661 89,219,225
77,840,165
PREVIOUS YEAR
163,773,961
8,964,721 (11,182,494)
161,556,188 54,277,502 36,502,496 (7,063,975)
83,716,023 77,840,165 109,496,459
Gross Block as at March 31, 2004
includes Computers and Motor Cars costing Rs. 22,685,357
in
respect of which Hire purchase Contracts are
in
force as at year end
(PY Rs.16,830,714)
Schedules to Balance Sheet
As at March 31, 2004
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)
Traded Goods
Total
SCHEDULE - H :
SUNDRY DEBTORS :
(Unsecured)
Outstanding for more than six months
Considered Good
Considered Doubtful
Less: Provision for Doubtful Debts
Others
Total (considered good)
SCHEDULE - I :
CASH & BANK BALANCES :
Cash on hand
Cheques 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
- Deposit with Royal Bank of Canada
(Maximum outstanding during the year Rs.846,602)
- in Current Account with Royal Bank of Canada, Canada
(Maximum outstanding during the year Rs. 38,701,553)
- in CAP Account with First Union Bank, New Jersey
(Maximum outstanding during the year Rs. 37,955,501)
- in Hellinic Bank - CYP Account - Cyprus
(Maximum outstanding during the year Rs. 521,631)
- in Hellinic Bank - USD Account - Cyprus
(Maximum outstanding during the year Rs. 1,597,598)
- in Bank of China - RMB Account - China
(Maximum outstanding during the year Rs.1,249,791)
- in Bank of China - USD Account - China
(Maximum outstanding during the year Rs.922,175)
As at March 31,2004
Rs.
Rs.
As at March 31, 2003
Rs.
Rs.
1,000
2,000
326,901,626
328,684,613
326,902,626
328,686,613
138,025
138,025
198,023
198,023
206,663,550
22,975,896
229,639,446
22,975,896
160,196,356
24,045,589
184,241,945
206,663,550
389,402,979
596,066,529
24,045,589 160,196,356
239,483,447
399,679,803
285,624
1,721,759
3,322,211
564,346
1,429,756
846,602
544,038
23,449,091
145,968
73,173
697,413
527,337
66,867
(cid:150)
156,029,056
1,672,856
2,310,681
806,000
917,637
182,830
143,119
226,253
(cid:150)
(cid:150)
TOTAL
33,607,318
162,355,299
Annual Report 2003-04
47
Schedules to Balance Sheet
As at March 31, 2004
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)
As at March 31,2004
Rs.
Rs.
As at March 31, 2003
Rs.
Rs.
11,783,732
10,690,398
16,656,832
39,130,962
4,161,298
4,795,745
16,175,273
25,132,316
29,192,611
47,069,953
Duties & Taxes
5,819,039
2,288,273
Subex Technologies, Inc. (Net) (Wholly owned Subsidiary)
41,292,240
16,900,111
Unclaimed Dividends (Refer Note II.13.3 of Schedule R)
324,581
76,628,471
293,958
66,552,295
PROVISIONS :
Taxation
Dividends
Tax on proposed dividends
TOTAL
SCHEDULE - L :
MISCELLANEOUS EXPENDITURE :
(To the extent not written off or adjusted)
Share Issue Expenses
TOTAL
10,672,138
26,065,372
8,879,739
7,395,471
3,339,626
40,077,136
947,545
17,222,755
116,705,607
83,775,050
256,942
256,942
1,731,666
1,731,666
48
Annual Report 2003-04
Schedules to Profit and Loss Account
For the year ended March 31, 2004
SCHEDULE - M :
OTHER INCOME :
Interest Received (Gross - TDS Rs.1,94,853, Previous Year Rs. 33,096)
Other income received
Creditors no longer required written back
Rent Received
TOTAL
SCHEDULE - N :
MATERIALS, FINISHED GOODS CONSUMED :
Consumption of materials and bought out components
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 Fund and Other Funds
Other staff related costs
Sub Contract Charges
TOTAL
2003 - 2004
Rs.
Rs.
2002 - 2003
Rs.
Rs.
1,676,014
3,723,051
3,536,021
3,750,400
12,685,486
301,220
2,066,817
2,216,783
1,727,385
6,312,205
15,577,528
13,603
198,023
138,025
2,830,132
59,998
198,023
2,632,109
15,637,526
2,645,712
88,362,324
3,489,108
10,285,049
426,050,102
528,186,583
66,249,949
2,099,497
9,068,586
399,843,694
477,261,726
Annual Report 2003-04
49
Schedules to Profit and Loss Account
For the year ended March 31, 2004
2003 - 2004
Rs.
Rs.
2002 - 2003
Rs.
Rs.
192,806
8,132,166
2,189,506
1,547,680
826,234
4,731,130
818,111
27,651,454
30,500
503,346
13,597,004
7,162,826
(cid:150)
1,416,767
(cid:150)
1,273,594
25,649,186
6,367,037
102,089,347
1,715,117
12,586,633
14,301,750
458,821
6,779,365
1,640,396
2,559,207
525,964
3,978,370
805,033
19,846,188
9,000
321,790
7,192,773
2,034,212
515,613
795,731
3,472,789
1,069,043
8,244,168
4,068,009
64,316,472
4,163,810
18,299,326
22,463,136
SCHEDULE - P :
OTHER OPERATING, SELLING AND
ADMINISTRATIVE EXPENSES :
Software Purchases
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
Consultancy Charges
Bad Debts Written Off
Warranty Expenses
Provision for Doubtful Debts
Loss on sale of Asset & Assets Written Off
Exchange Fluctuation Account
Miscellaneous Expenses
TOTAL
SCHEDULE - Q :
FINANCIAL COSTS :
Interest on Fixed Loans
Other Interest & Bank Charges
TOTAL
50
Annual Report 2003-04
SCHEDULE - R
I.
SIGNIFICANT ACCOUNTING POLICIES
I.1.
Basis for preparation of financial statements
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. Use of Estimates
The preparation of the financial statements in conformity with India GAAP requires that management makes estimates and assumption that
affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements and the
reported amount of revenue and expenses during the reported period. Actual results could differ from those estimates.
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.
Revenues from composite contracts wherein fees for software licenses and implementation/commissioning fees are not identifiable separately
are recognized on transfer of the software licenses and a provision is made for the estimated costs relating to the installation and
commissioning. In the case of contracts, where the fees for software licenses and implementation costs are identified separately, revenues
from software licenses are recognized on transfer of software licenses and revenues from implementation are recognized on completion of
implementation 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 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.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. Cost includes the aggregate of all expenditure incurred in bringing the inventories to the present condition
and situation.
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.
Annual Report 2003-04
51
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 on accrual basis. Leave encashment benefits is accounted for an estimated liability as
at the date of the balance sheet.
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. For transactions entered prior to 1-4-2003 exchange differences on settlement or restatement are adjusted to related asset
account/Profit and Loss 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.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 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.13. Cash Flow Statement
Cash flow statement has been prepared in accordance with the indirect method prescribed in Accounting Standard 3, issued by the
Institute of Chartered Accountants of India.
I.14. Securities Issue Expenses
Expenses incurred during the Initial Public Offer, follow-on offer and issue of Bonus Shares are amortised over 5 years. Other issue
expenses are charged to the securities premium account.
II.
NOTES TO ACCOUNTS
II.1. Deferred Income Taxes
a) Provision for income taxes has been made in terms of Accounting Standard 22 (cid:147)Accounting for Taxes on Income(cid:148). 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.
Movement in Deferred Tax Asset (Liability)
Net Deferred tax Assets at April 1, 2003(2002)
Add: Tax benefits/(charge) for the current year
Net Deferred Tax Assets/Liabilitity at March 31, 2004
2003-04
2,050,000
(3,620,000)
(1,570,000)
2002-03
1,550,000
500,000
2,050,000
b) The net Deferred Tax Asset as at March 31, 2004 comprises the tax impact arising from the timing differences on account of:
Depreciation
Business loss
Net Deferred asset/(liability) relating to above
52
Annual Report 2003-04
As at March 31, 2004
As at March 31, 2003
(4,373,610)
(cid:150)
(4,373,610)
(1,570,000)
(3,124,053)
8,702,151
5,578,098
2,050,000
II.2.Contingent liabilities
Disputed taxes on appeal net of advance tax paid is - Nil (Previous Year Rs. Nil)
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, 2004 stands at Rs.326,901,626 after adjusting for the exchange fluctuation on the deferred consideration as at the year end.
The management has received an independent valuation of the subsidiary, which indicates that there is no impairment on the value of the
investment.
As agreed to between the Company and the seller, on account of non-receipt of certain receivables in the Subsidiary, the balance of
Deferred payment of Rs.18,883,619 towards acquisition of the subsidiary is no longer considered payable. The Company’s application
to set-off these balances with the receivables in the subsidiaries books is pending approval of the Reserve Bank of India. Pending such
approval, no adjustments have been made in the accounts.
II.4. Acquisition of Intellectual Property Rights [IPR]
During 2001-2002, 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 Pricewaterhouse Coopers, 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.
Consequent to the approval of the shareholders’ of the Company for write-off of the above cost of acquisition of the intangible asset
against the balance in the Securities Premium account, an application for confirming the write-off was preferred to the Honourable High
Court of Karnataka under the provisions of Section 78 and 100 of the Companies Act, 1956. The Honourable High Court of
Karnataka approved the said write-off vide their confirmation order dated January 28, 2003 and the same was registered with the
Registrar of Companies, Karnataka in October 2003. The Company has, accordingly, set-off the cost of the IPR against the Securities
Premium account in accordance with the principles laid down in AS - 1, wherein it is stated that the accounting treatment and presentation
in financial statements of transactions and events should be governed by their substance and not merely by the legal form.
II.5. 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. 8,132,166.
As of March 31, 2004 future minimum lease payments for non-cancellable operating leases for the next five fiscal years are:
For the year ending
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.6. Hire Purchase Transactions
March 31,2004
Amount in Rs.
March 31,2003
Amount in Rs.
2,491,449
503,513
(cid:150)
7,120,166
2,067,306
(cid:150)
The Company has entered into various hire purchase transactions for the acquisition of vehicles and computer systems. As of March
31, 2004, future minimum lease payments on these transactions are:
Amount in Rs.
For the year ending
Minimum Lease Payments
Interest
Present Value
Within one year from the
date of the Balance Sheet
Due in a period between
one year and five years
Due after five years
2003-04
2002-03
2003-04
2002-03
2003-04
2002-03
4,676,248
3,614,736
807,717
796,930
3,868,531
2,817,806
9,118,358
6,061,244
994,349
778,342
8,124,009
5,282,902
Nil
Nil
Nil
Nil
Nil
Nil
Annual Report 2003-04
53
II.7. Employee Stock Option Plan (ESOP)
ESOP (cid:150) I
The Company had issued 120,000 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
240,000. 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, 2004, 152,780 shares have been granted under the scheme to 30 employees. The balance
of 87,220 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 guidelines are not applicable to the present scheme.
ESOP (cid:150) II
During 1999-2000, the Company established a new Stock Option Scheme under which 500,000 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 4 years can be exercised over a maximum period of
3 years from the date of vesting.
Under this scheme 301,440 option have been granted to 180 employees as at March 31, 2004. Out of the above option 69,473
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 net impact of the
movement in option grants during the period ended resulted in a debit of Rs.1,580,438 (previous year: credit of Rs.168,088) to the
Profit & Loss account for the year.
Employees Stock Options details as on the balance sheet date are ;
As at March 31, 2004 As at March 31, 2003
51,397
(cid:150)
1,965
22,830
26,602
152,720
(cid:150)
4,630
96,693
51,397
As at March 31, 2004 As at March 31, 2003
196,375
130,650
15,599
9,986
301,440
207,900
79,550
87,700
3,375
196,375
ESOP (cid:150) 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.8. 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 & Managing Director
Alex Puthenchira, Executive Director
Sudeesh Yezhuvath, Whole Time Director
54
Annual Report 2003-04
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
Subsidiary
Companies under
same management
Key Management
Personnel
(Amounts in Rs.)
Total
2003-04
2002-03
2003-04
2002-03
2003-04
2002-03
2003-04
2002-03
a) Purchase of
services
b) Inter Corporate
c)
Deposits received
Interest paid on Inter
Corporate Deposit
d) Repayment of Inter
Corporate Deposit / Loan
e) Salary & Perquisites
f) Amount due from as
at March 31, 2004
g) Amount due to
426,050,102 399,843,694
(cid:150)
(cid:150)
21,300,000
16,523,500
531,106
4,905,222
(cid:150)
(cid:150)
(cid:150)
(cid:150)
(cid:150)
(cid:150)
(cid:150)
(cid:150)
(cid:150)
(cid:150)
(cid:150)
(cid:150) 426,050,102 399,843,694
(cid:150)
(cid:150)
21,300,000
16,523,500
531,106
4,905,222
57,675,000
(cid:150)
8,920,000
(cid:150) 10,179,435
2,920,000
4,602,870
57,675,000
10,179,435
11,840,000
4,602,870
71,071,709 100,852,378
(cid:150)
(cid:150)
(cid:150)
as at March 31, 2004
112,363,949 117,752,489
1,748,508
43,078,500
1,806,869
II.9.
Earnings per Share:
(cid:150)
(cid:150)
71,071,709 100,852,378
115,919,326 160,830,989
Profits after Tax :
Less: Dividend on Preference Shares & distribution tax
Net Profit Available to Equity Shareholders
Weighted Average Number of Shares - Basic
Weighted Average Number of Shares - Diluted
Earnings per Share - Basic
Earnings per Share - Diluted
A
B
C
D
B / C
A / D
II.10. Managerial Remuneration to Managing Director and Whole-time Directors:
Salary
Perquisites
Commission (as computed below)
Total
b. Directors(cid:146) Remuneration
2003-04
2002-03
177,501,022
(25,555,404)
149,955,617
7,346,581
9,529,828
20.68
18.63
96,120,023
(58,263)
96,061,760
7,325,235
7,525,779
13.12
12.77
March 31, 2004
Rs.
7,462,324
12,17,111
1,500,000
10,179,435
March 31, 2003
Rs.
4,168,890
433,980
(cid:150)
4,602,870
Computation of Net profit in accordance with Section 349 of the Companies Act, 1956
Profit as per the Profit & Loss Account
Add:
Directors(cid:146) Fees
Remuneration to Directors
(including commission)
Less: Surplus on sale of Fixed Assets
Profits for Computation of Directors Commission
Maximum Remuneration to Wholetime Directors
under provision of the Companies Act, 1956 @ 10%
Remuneration including commission paid / payable
Maximum Commission to Non-Wholetime Directors
under provsion of the Companies Act, 1956 @ 1%
Commission paid / payable
2003-04
2002-03
189,045,165
101,750,032
30,500
10,579,435
9,000
4,602,870
10,609,935
(204,833)
199,450,267
19,945,027
10,179,435
1,994,503
400,000
4,611,870
(510,328)
105,851,574
10,585,157
4,602,870
1,058,516
(cid:150)
Annual Report 2003-04
55
II.11.
Auditors(cid:146) Remuneration
Miscellaneous Expenditure includes Remunerations to Auditors:
Audit fees (inclusive of service tax)
For tax matters and other consultancy
Reimbursement of expenses
Total
Year ended
March 31, 2004 March 31, 2003
756,000
54,000
14,451
824,451
483,000
185,250
19,873
688,123
II.11.
Segmental Reporting
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
Products
As at
Services
As at
2003-04
396,753,259
168,899,498
2002-03
254,517,837
130,296,431
2003-04
482,497,450
27,345,601
2002-03
445,584,257
21,084,882
Particulars
Revenues
Segment results before interest & taxes
Less: Unallocable Income,net of
unallocable expense
Interest expense
Profit before tax
Provision for taxation:
Current (Net of excess provision relating to
earlier years of Rs.3,125,857)
Deferred
Profit after tax
Profit for the year
(Amount in Rs.)
Consolidated
As at
2003-04
879,250,709
196,245,099
7,101,816
2002-03
700,102,094
151,381,313
(27,168,145)
14,301,750
189,045,165
22,463,136
101,750,032
7,924,143
6,130,009
3,620,000
177,501,022
177,501,022
(500,000)
96,120,023
96,120,023
Particulars of Segment Assets & Liabilities
Products
Services
Unallocable
Consolidated
Segment Assets
Segment Liabilities
Unallocable Assets exclude
Investments
Advance income taxes
Miscellaneous Expenditure
Deferred tax asset-
Unallocable Liabilities exclude
Loans - secured
Loans - unsecured
Deferred consideration
Provisions
Defer Tax Liability
2003-04
2002-03
2002-03
421,052,294 272,541,563 175,186,913 127,336,266 151,669,562 260,532,032 747,908,769 660,409,861
66,552,295
76,628,471 66,552,295
76,628,471
2003-04
2003-04
2002-03
2002-03
2003-04
326,902,626 328,686,613
4,795,745
10,690,398
1,731,666
256,942
2,050,000
(cid:150)
337,849,666 337,264,024
147,203,061 156,020,508
43,078,500
84,220,955
17,222,755
(cid:150)
300,542,718
1,748,508
18,883,619
40,077,136
1,570,000
209,482,324
56
Annual Report 2003-04
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
Sofware Services
Others
Revenue
Software Products
Sofware Services
Others
India
2003-04
50,456,446
77,250
190,711
50,724,407
India
2002-03
19,743,713
1,580,500
2,768,245
24,092,458
North America
2003-04
85,765,752
482,420,200
(cid:150)
568,185,952
North America
2002-03
20,799,905
444,003,757
(cid:150)
464,803,662
Segment assets based on their location
European Countries
2003-04
35,354,116
(cid:150)
Middle East
2003-04
125,473,460
African Countries
2003-04
52,438,711
(cid:150)
(cid:150)
(cid:150)
35,354,116
(cid:150)
125,473,460
(cid:150)
52,438,711
Rest of the World
2003-04
47,074,063
(cid:150)
(cid:150)
47,074,063
European Countries
2002-03
34,864,320
(cid:150)
(cid:150)
34,864,320
Middle East
2002-03
(cid:150)
(cid:150)
(cid:150)
(cid:150)
African Countries
2002-03
54,740,691
(cid:150)
Rest of the World
2002-03
121,600,963
(cid:150)
(cid:150)
54,740,691
(cid:150)
121,600,963
Africa
North America
Europe
India
Middle East
Rest of the world
II.12. Quantitative Details
2003-04
7,193,274
282,494,244
38,316,733
106,437,806
123,554,250
62,690,472
620,686,779
Amount in Rs.
2002-2003
63,653,121
157,725,475
67,164,638
103,603,115
(cid:150)
85,571,642
477,717,991
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.13. Others
1. Fund and Non-fund based credit facilities 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 promotor Directors of the Company and property belonging to Subex Holdings Pvt. Ltd.
2. Estimated amount of contracts, remaining to be executed on capital account and not provided for (net of advances paid) Rs.Nil
(Previous year Rs. 78,800).
3. Amount of Rs.324,581 represents the unclaimed dividend for the period from 1999-2003. No part thereof has remained unpaid
or unclaimed for a period of seven years from the date they become due for payment requiring a transfer to the ’Investor Education
and Protection Fund’.
4. Personnel Cost for the year include expenditure on research and development of Rs. 5,328,021 (PY Rs.3,839,004)
5. The shareholders of the Company had approved the allotment of 1,887,000,12.25% Redeemable Optionally Convertible Cumulative
Preference Shares (ROCCPS) at a face value of Rs. 98 per share and tenor of 36 months in the Extra ordinary General Meeting in
March , 2003. Out of this, 1,570,245 ROCCPS were allotted to Intel and UTI on March 31, 2003 and the balance 316,755
ROCCPS have been allotted to Toronto Dominion Bank on 7th April 2003 after receipt of subscription amount from them.
As per terms of issue each ROCCPS is convertible at the option of the shareholder into an equity share at a premium of Rs.88
each. Such option is to be exercised before expiry of 18 months from the date of allotment.
Subsequently, post balance sheet date in April 2004, 1,090,745 ROCCPS have been converted into 1,090,745 equity
shares at a premium of Rs.88/- per share, pursuant to the option exercised by Intel (478,500 equity shares) and UTI (612,245
equity shares).
Annual Report 2003-04
57
6. Amount of Rs.31,041,990 received towards allotment of 316,755 ROCCPS of Rs.98/- per share to Toronto Dominion Bank
during the year have been applied towards repayment of liability for acquisition charges of the Magardi, Inc IPR. No amount remains
unutilized out of these proceeds as at March 31,2004.
7. Previous year’s figures have been regrouped to conform to the classifications for the year.
II.14. Other Information pursuant to Schedule VI of the Companies Act, 1956.
CIF value of imports
Expenditure in foreign currency
Traveling expenses
Import of goods
Interest Expense
Capital Expenditure
Payment to Magardi, Inc., (towards part payment of Intellectual Property Rights (IPR)).
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
Amount in Rs.
Year ended
March 31,2004 March 31,2003
Year ended
7,684,173
143,587,180
4,903,951
3,605,804
536,586
42,672,965
28,406,098
34,160,045
4,057,548
305,831
(cid:150)
1,573,389
16,473,448
21,992,987
522,881,078
221,809,253
640,473,883
(cid:150)
340,110,609
(cid:150)
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, 2004
Non-resident shareholders to whom remittance was made for the year ended
March 31, 2004
Shares held by non-resident shareholders on which dividend was due for the year ended
March 31, 2004
7,641,681
2
1,274,755
(cid:150)
(cid:150)
(cid:150)
Loans and advances include advances due by
Directors:
Unsecured
Maximum outstanding during the year
Signature to the Schedules A (cid:150) R
(cid:150)
(cid:150)
(cid:150)
(cid:150)
2,920,000
Subash Menon
Chairman & Managing Director
Alex J. Puthenchira
Executive Director
V. Balaji Bhat
Director
Rajkumar C.
Company Secretary & Legal Counsel
Place : Bangalore
Date : April 30, 2004
58
Annual Report 2003-04
Balance Sheet Abstract and Company(cid:146)s General Business Profile
COMPANY : SUBEX SYSTEMS LIMITED
YEAR - 2003-2004
I.
Registration Details
Registration No.
Balance Sheet Date
1 6 6 6 3
3 1 - 0 3 - 2 0 0 4
State Code
II. Capital raised during the year (Rupees in thousands)
Public Issue
Bonus Issue
_
_
Rights Issues
Private Placements - Equity
- Preference
Preferential offer of shares under Employee Stock Option Plan scheme* - Equity
III. Position of the mobilisation and Development of Funds (Rupees in thousands)
Total Assets
9 6 9 0 5 3
Total Liabilities
Sources of Funds
Paid up Capital
Secured Loans
2 5 8 4 6 4
1 4 7 2 0 3
Share application money
Reserves & Surplus
Unsecured Loans
Deferred Tax Liability
Application of Funds
Net Fixed Assets
Net Current Assets
Miscellaneous Expenditure
8 9 6 5 6
5 5 2 2 3 7
2 5 7
Investments
Deferred Tax Assets
Accumulated Losses
0 8
_
1 3 1 0 4 2
1 0 0
9 6 9 0 5 3
2 4 4
5 4 0 9 4 0
2 0 6 3 2
1 5 7 0
3 2 6 9 0 3
_
_
IV. Performance of Company (Rupees in thousands)
Turnover
Profit before tax
Earning per share from
ordinary activities (Basic) (in Rs.)
8 9 1 9 3 6
1 8 9 0 4 5
20.68
Total Expenditure
Profit after tax
Earning per share from
ordinary activities (diluted) (in Rs.)
7 0 2 8 9 1
1 7 7 5 0 1
18.63
Dividend Rate %
2 0
V. Generic name of Three principal products / Services of the company (As per monetary terms)
Item code no.
(ITC code no.)
8 5 / 2 4
Product
Description
C O M P U T E R
S O F T W A R E
* Issue of shares arising on the exercise of option granted to employees under the Company(cid:146)s - 2000 Plan (ESOP II)
Subash Menon
Chairman & Managing Director
Alex J.Puthenchira
Executive Director
V. Balaji Bhat
Director
Place : Bangalore
Date: : April 30, 2004
Rajkumar C.
Company Secretary & Legal Counsel
Annual Report 2003-04
59
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 both Equity Share Capital and Preference Share Capital.
1.1.2.Of the Equity Paid-up Capital, the Company has issued the following shares towards consideration other than cash.
l
l
l
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.
46,26,940 Shares of Rs.10/- each to all eligible shareholders as on March 31,1999 in the ratio of 1:1 by
capitalizing the General Reserves.
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.During 2003-04 the Company issued 9,986 shares of Rs. 10/- each to various Employees on exercise of Stock Options
granted under the Employee Stock Option Plan ( ESOP - II).
1.1.4.On March 31, 2003, 958,000 Redeemable Optionally Convertible Cumulative Preference Shares (ROCCPS) of Rs. 98
each for cash at par were allotted to M/s. Intel Capital Corporation and 612,245 ROCCPS were allotted to M/s. UTI
A/c IT VUS respectively.
1.1.5.On 4th April 2003, 316,755 Redeemable Optionally Convertible Cumulative Preference Shares (ROCCPS) of Rs. 98
each for cash at par were allotted to Toronto Dominion Bank..
1.1.6.As on March 31, 2004 the details of ROCCPS outstanding are as follows:
Investor
1.
2.
3.
Intel Capital Corporation
Unit Trust of India A/c ITVUS
Toronto Dominion Bank
Total
1.1.7. The principal terms of ROCCPS are as under:
No. of shares
958,000
612,245
316,755
1,887,000
a.
b.
c.
1.
2.
d.
Tenor
The ROCCPS will have a maximum tenor of three years from the date of allotment.
Conversion
The ROCCPS may be converted in full or in part by the investor(s) at their sole option at any time prior to the expiry
of 18 months from the date of allotment of the ROCCPS.
Redemption
The ROCCPS will be redeemed in three equal installments at the end of 12th , 24th and 36th month from the date
of allotment of the ROCCPS.
Further, if the first annual installment is not redeemed at the end of the 12th month at the option of the investor, then such
first installment of the ROCCPS of that investor will be redeemed at the end of the 18th month from the date of
allotment of the ROCCPS.
Dividend
The ROCCPS will bear a dividend rate of 12.25% PA on the amount outstanding which shall be payable semi-
annually on 31st March and 30th September. Dividend would be cumulative if not paid on the specified due dates and
60
Annual Report 2003-04
would be paid prior to payment of any dividend in respect of equity shares. The first dividend will be payable on
September 30, 2003 and will be for the period commencing from the date of allotment of ROCCPS. Payment of
dividend will be subject to the provisions of the Companies Act,1956.
1.1.8.Pursuant to the terms of the subscription agreements executed with the company M/s. Intel Capital Corporation and M/s. Unit
Trust of India A/c IT VUS have opted for conversion of 612,245 and 478,500 ROCCPS respectively and accordingly
on April 7, 2004, the Allotment Committee of the Board of Directors have allotted 612,245 Equity Shares to UTI A/c
IT VUS and 478500 as Equity Shares to M/s. Intel Capital Corporation.
1.1.9.There are no calls in arrears.
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 on:
*
*
*
*
*
9,71,000 Equity Shares issued at a premium of Rs.65/- per share through an Initial Public Offer in 1999-2000.
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.
213,770 Equity Shares at a premium of Rs. 90/- per share to Toronto Dominion Bank on Preferential basis during the year.
1,000 Equity Shares at a premium of Rs. 88/- per share issued to Intel Capital Corporation on Preferential basis during the year.
13,361 Equity Shares allotted to the employees under ESOP II Scheme as per the provisions of the Scheme.
1.2.3.A sum of Rs. 158,956,637, being the cost of Intellectual Property Rights acquired From Magardi, Inc, in 2001-02, has
been written off against the Share Premium Account, in terms of the approval of the Shareholders in an Extraordinary General
Meeting and the subsequent confirmation of the Honourable High Court of Karnataka under section 78 and 100 of the
Companies Act, 1956.
1.2.4.The Company has transferred Rs. 135 lacs (Previous years Rs.20 lacs) to General Reserves during the year.
1.2.5.In accordance with the guidelines issued by the Institute of Chartered Accounts of India on Accounting for Deferred Taxs, a
net charge of Rs 36.20 lacs has been absorbed in the P&L A/c on account of recognition of deferred tax liability as at year
end, amounting to Rs 15.70 lacs and the write-off of deferred tax asset amounting to Rs 20.50 lacs.
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, 2004 is Rs.37.55 lacs (Previous year Rs.21.75 lacs).
1.3. Secured Loans
1.3.1.The Company has been sanctioned a Medium Term Loan (MTL) of Rs 400 lacs out of which Rs 157.25 lacs is outstanding
at year end and fund and Non-fund based working capital facilities aggregating to Rs.1,335.00 lacs 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
1.3.3.Installment of Medium Term Loan (MTL) due within one year is Rs. 100.20 lacs (Previous year - Rs. 100.20 lacs)
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 repaid 413.30 lacs unsecured short term loan taken from the companies under same manage-
ment in earlier years- Rs. 380.79 lacs from M/s. Subex Holdings Private Limited and Rs. 50.00 lacs from M/s. Subex
Cellcomm Private Limited. The interest paid during the year is Rs. 5.31 lacs (Previous year - 49.07 lacs). The Company
has an unsecured loan of Rs.17.48, lakhs due to Subex Holdings Private Limited as at 31st March 2004 and the said loan
is repayable on demand.
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. In view of
Annual Report 2003-04
61
non-receipt of certain receivables pre-existing in the erstwhile company’s books at the time of acquisition, the company has
agreed with the sellers for a corresponding reduction in the acquisition price. Accordingly, the balance payment of Rs 188.84
lacs is no longer considered payable. The company’s application to The Reserve Bank of India for approval to its proposal to
give effect to such an arrangement, is pending sanction as at year- end and therefore accounting adjustments for the same have
not been made in 2003-04.
1.6. Fixed Assets
1.6.1.During the year, the Company added Rs.549.54 lacs to its gross block. The Company disposed off certain assets no
longer required. The Company has assets worth Rs. 226.85 lacs (Previous year Rs. 168.31lacs) under hire purchase
agreements and - Nil (Previous year - Nil) under lease finance.
1.6.2.The capital expenditure for 2004-05 is estimated at Rs. 400 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 certain spares and accessories maintained for providing support to the clients 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 the 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 68% as against 57% in the previous year.
1.9.4.The age profile is as given below :
Period in days
Less than 90 days
90 - 180 days
More than 180 days
Total
March 31, 2004
Value
2405.33
1488.70
2066.64
5960.67
%
40.35
24.98
34.67
100.00
Rs. in lacs
March 31, 2003
Value
2025.44
369.40
1601.96
3996.80
%
50.68
9.24
40.08
100.00
1.9.5.The management believes that the overall composition and condition of Sundry Debtors is satisfactory.
Based on the current financial condition of certain customers, the company has retained the level of provision for doubtful
debts at 229.76 lacs. The Company has not made any fresh provisions for doubtful debts during the year. (PY 34.72 lacs)
1.9.6.Dues from Companies under the same management
* Subex Technologies, Inc. towards dues from certain customers serviced by Subex Systems - Rs. Nil (Previous year - Rs. Nil lacs).
* Maximum due during the year Rs. Nil (Previous year - Rs. Nil lacs)
62
Annual Report 2003-04
1.9.7. Bad debts pertaining to Telecom System Integration activity written off during the year Rs. Nil (PY Rs.5.16 lacs))
1.10.Cash and Bank Balances
The bank balances in India includes both rupee accounts and foreign currency accounts. Fixed deposits of Rs. 5.51 lacs
(Previous year - Rs. 16.73 lacs) are given as security towards the issue of bank guarantee and Letters of Credit.
1.10.2. Cash and Bank balances constitute 3.46% of the total assets as against 17.77% 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. N.A
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. 28. lacs (Previous year
Rs. 23.19 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.
2.
Financial Instruments
2.1. Letters of Credit
2.1.1. The Company has no Letters of credit outstanding as at year-end. No such liability was outstanding in respect of the previous year
as well.
2.2. Guarantees
2.2.1. The Company has outstanding guarantees for various purposes amounting to Rs. 22.00 lacs and Rs. 19.41 lacs for the year
ended 2004 and 2003 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;
Particulars
Software Services
Software Products
Others
Total
2003-2004
2002-2003
Rs. in lacs
Value
4824.97
3967.53
126.86
8919.36
%
54.10
44.48
1.42
100.00
Value
4455.84
2545.18
63.12
7064.14
%
63.08
36.03
0.89
100.00
Annual Report 2003-04
63
3.1.2. Geographically, the Company earns income from export of Software Services to USA and Software Products to all countries.
The Software Products revenue grew by 56 %.
3.2. Non Operating Income
3.2.1. Non-operating income consists of income derived by the Company from , interest on deposit with Bank, insurance claims
received towards damages of assets, VAT refund, rental from sub-lease of premises and write-back of provisions no longer
required.
3.3. Expenditure
3.3.1. The staff cost increased to Rs. 5281.87 lacs from Rs. 4772.62 lacs during the previous year on account of new recruitment,
increments and increase in onsite consultancy services in US.
3.3.2. The Company incurred administration and other expenses at 11.44% of its total Income during the year as compared to
9.10% during the previous year. The increase is mainly on account of loss on account of exchange fluctuation during the
current year at 2.87%% of the total income as against 1.17% in the previous year.
3.4. Operating Profits
3.4.1. During the year, the Company earned an Operating Profit (Profit before Interest, Depreciation and Tax) of Rs. 2460.21 lacs
being - 27.58 % of total income as against Rs. 1621.90 lacs at 22.96% during the previous year. The Operating Profit has
increased on account of higher product sales.
3.5.
Interest & Bank Charges
3.5.1. The Company incurred an expenditure of Rs. 143.02 lacs as against Rs. 224.63 lacs during the previous year. The reduction
is on account of Foreign currency borrowings at considerably lower rates of interest and repayment of outstanding unsecured
loans to a large extent.
3.6. Depreciation
3.6.1. The provision for depreciation for the year increased to Rs. 412.01 lacs as compared to Rs. 365.02 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. 1775.01 lacs as against Rs. 961.20 lacs during the previous year. The
Company earned a net profit margin of 19.90 % to total income as against 13.61 % during the previous year. The net profit
margin increased by 6.29 % due to increase in product sales.
3.9. Earnings Per Share
3.9.1. Earnings per share computed on the basis of number of common stock outstanding, as on the Balance Sheet date was Rs. 20.68
as against Rs. 13.12 per share for the Previous year. The Earnings per share diluted, for the year was Rs. 18.63 as against
Rs.12.77 for the previous year. Shares available (not allocated) with Subex Foundation under ESOP 1999 have been fully
considered in the calculation of basic EPS.
3.10.Foreign Exchange Difference
3.10.1. An amount of Rs. 256.49 lacs has been considered as expense during the current year compared to Rs. 82.44 lacs during the
previous year, on account of foreign exchange differences arising due to timing differences between accrual of income / expense and
receipt / payment of the same.
3.11.Depreciation on Software and Assets costing less than Rs. 5,000 each
3.11.1. 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. 97 lacs. (Previous year - Rs. 0.34 lacs). Cost of Software charged off to revenue during the year amounted
to Rs.1.93 lacs (Previous year - Rs. 4.59 lacs).
64
Annual Report 2003-04
Financial Review - Subex Technologies, Inc.
Annual Report 2003-04
65
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(cid:146)s interest
: Subex Technologies, Inc.
: March 31, 2004
: 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 $ 93,186
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 $ 93,186
Place : Bangalore
Date : April 22, 2004
Alex J.Puthenchira
Director
Subash Menon
Director
Directors(cid:146) Report
For the period ended March 31, 2004
The Directors of Subex Technologies, Inc., present the results of
operations for the financial year 2003-04.
Financial Results:
Total Revenue
Gross Margin
Income before Taxes
Net Income
2003
2004
(in US $)
(in US $)
8,330,993
9,348,668
124,718
497,461
128,277
92,926
125,208
93,186
2003
(in US $)
8,330,993
483,889
128,277
125,208
During the financial year 2003-04 your Company(cid:146)s revenue has gone up
from US$ 8,331,483 to US$ 9,348,677, a growth of 12.21%.
Your Directors are confident of maintaining the growth level in the coming
years.
For Subex Technologies, Inc.,
Subash Menon
Director.
Date: April 22, 2004
66
Annual Report 2003-04
Report of Certified Public Accountants
We have audited the accompanying balance sheets of Subex Technologies,
Inc. as of March 31, 2004 and 2003, and the related statements of
income, accumulated deficit, and cash flows for the years then ended. These
financial statements are the responsibility of the Company(cid:146)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, 2004 and 2003, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles gen-
erally accepted in the United States of America.
April 22, 2004
Ridgewood, New Jersey
Flackman, Goodman & Potter, P.A.
Certified Public Accountants
BALANCE SHEET
March 31, 2004 and 2003
ASSETS
CURRENT ASSETS
Cash
Accounts receivable
Employee advances
Other current assets
2004
(Audited)
2003
(Audited)
$
$
2,976,545
8,400
80,625
3,070,120
5,750
80,586
TOTAL CURRENT ASSETS
3,065,570
3,156,456
Office expense
Telephone
Postage and delivery
Travel and entertainment
Depreciation
Recruiting expenses
Bank and license fees
Relocation expence
Repairs
Training
Miscellaneous
18,653
12,875
4,435
158,451
13,075
790
2,467
1,500
22,000
35,000
8,066
17,258
17,879
2,878
69,499
6,080
(cid:150)
1,874
(cid:150)
(cid:150)
16,989
58,787
TOTAL EXPENSES
9,255,751
8,203,206
INCOME BEFORE INCOME TAXES
92,926
128,277
EQUIPMENT
Equipment
Furniture and fixtures
Accumulated depreciation
TOTAL EQUIPMENT
OTHER ASSETS
Goodwill
Security deposit
128,020
2,554
(101,878)
28,696
99,213
2,554
(88,803)
(BENEFIT) PROVISION FOR
INCOME TAXES
12,964
NET INCOME
(260)
93,186
3,069
125,208
5,129,176
3,038
5,129,176
3,038
ACCUMULATED DEFICIT - Beginning
(121,410)
(246,618)
ACCUMULATED DEFICIT - Ending
$(28,224)
$(121,410)
TOTAL OTHER ASSETS
5,132,214
5,132,214
TOTAL ASSETS
$8,226,480
$8,301,634
The accompanying notes are an integral part of the financial statements.
LIABILITIES AND SHAREHOLDERS(cid:146) EQUITY
CURRENT LIABILITIES
Accounts payable
Accrued expenses and payroll
Corporate income tax payable
Due to related entity
$603,008
413,270
2,000
1,620,422
$ 334,501
327,014
16,491
2,129,034
TOTAL CURRENT LIABILITIES
2,638,700
2,807,040
SHAREHOLDERS(cid:146) EQUITY
Capital stock, no par value, 10,000 shares
authorized, 3,000 shares issued and outstanding
Additional paid in capital
Accumulated deficit
2,000
5,614,004
(28,224)
2,000
5,614,004
(121,410)
TOTAL SHAREHOLDER(cid:146)S EQUITY
5,587,780
5,494,594
TOTAL LIABILITIES AND
SHAREHOLDERS(cid:146) EQUITY
$8,226,480
$8,301,634
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
For the Years Ended March 31, 2004 and 2003
REVENUES
Consulting fees
Interest income
2004
(Audited)
2003
(Audited)
$9,348,668
9
$8,330,993
490
TOTAL REVENUES
9,348,677
8,331,483
EXPENSES
Subcontracting expenses
Payroll expense
Payroll tax expense
Insurance expense
Professional fees
Employee reimbursement expense
Retirement plan contributions
Rent
2,409,951
5,657,095
486,483
220,771
116,048
8,223
32,184
47,684
2,659,163
4,591,605
341,102
208,882
117,977
6,224
23,139
63,870
STATEMENT OF CASH FLOWS
See Accountant(cid:146)s Compilation Report
For the Year Ended March 31, 2004 and 2003
2004
(Audited)
2003
(Audited)
$93,186
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
93,575
(2,689)
268,507
86,256
(14,491)
13,075
$125,208
6,080
(2,467,055)
(34,857)
171,559
108,446
(159,696)
NET CASH (USED) PROVIDED
BY OPERATING ACTIVITIES
537,419
(2,250,315)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES
(28,807)
(17,659)
(28,807)
(17,659)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to (advances from)
related entity
NET CASH (USED) PROVIDED
BY INVESTING ACTIVITIES
NET DECREASE IN CASH
CASH - Beginning of year
CASH - End of year
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
(508,612)
2,267,974
(508,612)
(cid:150)
(cid:150)
$ (cid:150)
2,267,974
(cid:150)
(cid:150)
$ (cid:150)
Interest
Income taxes
$ (cid:150)
$ 11,510
$ (cid:150)
$ (cid:150)
The accompanying notes are an integral part of the financial statements.
Annual Report 2003-04
67
NOTES TO FINANCIAL STATEMENTS
March 31, 2004 and 2003
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Subex Technologies, Inc. (cid:147)the Company(cid:148) is a wholly owned
subsidiary of Subex Systems Limited - India (cid:147)the Parent(cid:148). The
Company is a placement company for computer personnel and
maintenance. Customers are located throughout the United States.
Credit is granted substantially to 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
Equipment
Declining balance
Furniture and Equipment Declining balance
Estimated Useful Life
5 years
5-7 years
Advertising Costs
Advertising costs are expensed as incurred. Advertising expenses
for the years ended March 31, 2004 and 2003 was $0 and
$0, 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 asses 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, 2004 and 2003 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, (cid:147)Goodwill and Intangible
Assets(cid:148). SFAS No. 142 eliminates the amortization of goodwill,
requires annual impairment testing of goodwill and introduces the
concept of indefinite life intangible assets.
Management annually 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 if
any deficiency in the amount of estimated undiscounted future cash
flows of the acquired business is 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 the management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
68
Annual Report 2003-04
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Reclassifications
Certain reclassifications have been made for the prior years(cid:146) financial
statements to conform to the current year presentation. These
reclassifications had no effect on previously reported results of
operations or retained earnings.
2.
INCOME TAXES
The (benefit) provision for income taxes for the years ended March
31, 2004 and 2003 consists of current tax expense.
Federal
State
2004
$(6,548)
6,288
$ (260)
2003
$ (8,922)
11,991
$ 3,069
3.
EMPLOYEE BENEFIT PLAN
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) expenses of the years ended March 31,
2004 and 2003 were $32,184 and $23,139, respectively.
4. DEBT
The Company has available a revolving line of credit with a bank.
Borrowings under this line of credit bear interest at the bank(cid:146)s prime
rate plus 1.0%. The outstanding balances at March 31, 2004 and
2003 was $0 and $0, respectively.
5. RELATED PARTY
The Company billed Subex Systems Limited (cid:147)SSL(cid:148) (a division of the
Parent) on a cost plus basis for manpower requirement through
September 30, 2002. As of October 1, 2002 the Company bills
the Parent company on a cost plus basis for manpower requirements.
Revenue from SSL and the Parent company for the years ended March
31, 2004 and 2003 was $9,345,874 and $8,291,630,
respectively.
The Company has advanced and received funds from SSL for working capital
purposes. At March 31, 2004 the Company owed SSL $1,620,422
and at March 31, 2003, SSL owed the Company $2,129,034
Accounts receivable at March 31, 2004 and 2003 include
$2,541,021 and $2,467,054 respectively due from the Parent
company.
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,
2004 and 2003 was $47,684 and $63,870, respectively.
Future minimum lease payments are as follows for the years ended March 31:
2005
$43,752
Consolidated Accounts
Annual Report 2003-04
69
Auditors(cid:146) Report
To the Board of Directors of Subex Systems Limited
1. We have examined that attached Consolidated Balance Sheet of Subex Systems Limited and its subsidiary as at March 31, 2004 and also
the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year then ended. These financial statements are
the responsibility of the Company(cid:146)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 pla n 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 gross total
assets of Rs. 65,769,854 as at March 31, 2004 and total turnover of Rs. 426,050,102 for the year then ended and the financial
statements of the US Branch of the Company. These financial statements have been audited by other auditors, 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. 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, we are of the opinion that:
a) The consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of Subex Systems Limited and its subsidiary
at March 31, 2004;
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 subsidiary for the year then ended; and
c) The consolidated Cash Flow Statement gives a true and fair view of the consolidated cash flows of Subex Systems Limited and its
subsidiary for the year then ended.
Place : Bangalore
Date : April 30, 2004
For Deloitte Haskins & Sells
Chartered Accountants
V Srikumar
Partner
M.No.84494
70
Annual Report 2003-04
Consolidated Balance Sheet
SOURCES OF FUNDS :
SHAREHOLDERS FUNDS :
Share Capital
Share application money
Reserves and Surplus
LOAN FUNDS :
Secured Loans
Unsecured Loans
Deferred payment consideration towards acquisition
of a subsidiary and Intellectual
Property Rights (Refer Note II.3)
DEFERRED TAX LIABILITY (NET):
TOTAL
APPLICATION OF FUNDS :
FIXED ASSETS :
Gross Block
Less : Depreciation
Net Block
Capital work in progress
GOODWILL
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
SCH
As at March 31,2004
Rs.
Rs.
As at March 31, 2003
Rs.
Rs.
258,464,110
243,535
544,134,826
147,203,061
1,748,508
18,883,619
215,272,583
124,715,710
90,556,873
437,108
138,025
615,168,612
33,607,318
43,168,846
692,082,801
120,075,045
A
B
C
D
E
F
G
H
I
J
K
L
227,322,260
(cid:150)
802,842,471
401,750,321 629,072,581
156,020,508
43,078,500
167,835,188
1,570,000
972,247,659
84,220,955 283,319,963
(cid:150)
912,392,544
166,333,099
87,886,434
78,446,665
(cid:150)
90,993,981
308,987,980
1,000
(cid:150)
78,446,665
308,987,980
2,000
2,050,000
198,023
428,247,017
162,355,299
29,365,925
620,166,264
98,992,031
572,007,756
521,174,233
256,942
972,247,659
1,731,666
912,392,544
NOTES ON ACCOUNTS :
The Schedules referred to above form an integral part of the Balance Sheet
R
In terms of our report of even date
For Deloitte Haskins & Sells
Chartered Accountants
Subash Menon
Chairman & Managing Director
Alex J. Puthenchira
Executive Director
V. Srikumar
Partner
Membership No. : 84494
Place : Bangalore
Date : April 30, 2004
V. Balaji Bhat
Director
Rajkumar C.
Company Secretary & Legal Counsel
Annual Report 2003-04
71
Consolidated Profit and Loss Account
For the period ended March 31, 2004
SCH
2003-2004
Rs.
Rs.
2002-2003
Rs.
Rs.
700,102,094
8,244,660
708,346,754
2,645,712
457,924,118
81,198,207
22,553,992
1,474,724
36,796,796
602,593,549
105,753,205
5,778,825
99,974,380
41,592,552
141,566,932
6,278,825
(500,000)
INCOME :
Sales & Services
Other Income
TOTAL
EXPENDITURE :
Materials Consumed
Personnel Costs
Other Operating, Selling and
Administrative Expenses
Financial Costs
Miscellaneous Expenses amortised
Depreciation
TOTAL
Profit Before Taxation
Provision for taxation
M
N
O
P
Q
E
879,250,709
12,685,900
891,936,609
15,637,526
509,465,295
119,958,700
14,415,306
1,474,724
41,813,946
702,765,497
189,171,112
- Current (Net of excess provision relating to earlier years
7,912,175
of Rs.3,125,857(PY: Nil)
- Deferred
Profit After Taxation
Add: Balance brought forward from Previous year
Profit Available for Appropriation
APPROPRIATION :
Transfer to General Reserve
Proposed dividend
- Equity Shares
- Preference Shares for 2003-04
Tax on distributed profits
Surplus carried to Balance Sheet
Earnings per Share - Basic
Earnings per Share - Diluted
3,620,000
11,532,175
177,638,937
131,223,916
308,862,853
13,500,000
2,000,000
14,707,622
22,652,990
37,360,612
4,786,829
253,215,412
308,862,853
20.70
18.64
7,343,825
51,646
7,395,471
947,545
131,223,916
141,566,932
13.64
13.28
NOTES ON ACCOUNTS :
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
Alex J. Puthenchira
Executive Director
V. Srikumar
Partner
Membership No. : 84494
Place : Bangalore
Date : April 30, 2004
V. Balaji Bhat
Director
Rajkumar C.
Company Secretary & Legal Counsel
72
Annual Report 2003-04
Consolidated Cash Flow Statement
For the period ended March 31, 2004
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) Asets written off / Loss on sale
e) Profit on sale of assets
f) Employee compensation expenses
g) Provision for doubtful debts
h) Direct Taxes paid
Operating Profit before Working Capital Changes
Adjustments for :
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) Payment towards Acquisition of Subsidiary/ IPR
2003-2004
Rs.
2002-2003
Rs.
189,171,112
105,753,206
43,288,670
(1,676,428)
14,415,306
1,273,594
(204,833)
1,580,438
(cid:150)
(12,795,609)
38,271,520
(324,978)
22,553,992
1,069,043
(510,328)
(203,172)
3,472,789
(1,582,599)
235,052,250
168,499,473
(186,921,596)
(7,908,268)
59,998
(1,020,811)
(165,466,799)
2,789,410
2,632,109
14,940,688
A
39,261,574
23,394,881
(56,719,212)
1,289,189
1,000
(65,337,336)
(9,817,153)
3,591,108
250
(53,135,674)
Net Cash from Investing Activities
B
(120,766,359)
(59,361,469)
Cash Flow from Financing Activities
a) Proceeds from issue of Share Capital
b) Proceeds/(Repayments) from Borrowings (Net)
c) Dividends paid
d) Interest paid on Borrowings
e) Interest received
32,135,049
(50,147,439)
(21,054,836)
(14,415,306)
1,676,428
172,692,938
31,822,964
(6,995,479)
(22,553,992)
324,978
Net Cash from Financing Activities
C
(51,806,104)
175,291,409
Exchange Fluctuation reserve on account of consolidation
Net increase in Cash or Cash equivalents [A + B + C]
Cash or Cash equivalents at the start of the year
4,562,908
(133,310,889)
162,355,299
4,202,027
139,324,821
18,828,451
Cash or Cash equivalents at the close of the year
33,607,318
162,355,299
In terms of our report of even date
For Deloitte Haskins & Sells
Chartered Accountants
Subash Menon
Chairman & Managing Director
Alex J. Puthenchira
Executive Director
V. Srikumar
Partner
Membership No. : 84494
Place : Bangalore
Date : April 30, 2004
V. Balaji Bhat
Director
Rajkumar C.
Company Secretary & Legal Counsel
Annual Report 2003-04
73
Schedules to Consolidated Balance Sheet
SCHEDULE - A :
SHARE CAPITAL :
AUTHORISED :
1,11,80,000 Equity Shares of Rs. 10/- each
20,00,000 Redeemable Optionally Convertible Cumulative
Preference Shares (ROCCPS) of Rs.98/- each
TOTAL
ISSUED, SUBSCRIBED AND PAID UP:
A) EQUITY :
As at March 31, 2004
Rs.
Rs.
As at March 31, 2003
Rs.
Rs.
111,800,000
196,000,000
307,800,000
111,800,000
196,000,000
307,800,000
7,353,811 ( PY- 7,343,825) Equity Shares of Rs. 10/- each
73,538,110
73,438,250
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.
B) PREFERENCE:
1,887,000 (PY 1,570,245) Redeemable Optionally
Convertible Cumulative Preference Shares (ROCCPS) of Rs.98/- each
84,802,608
13,500,000
98,302,608
(cid:150)
165,577,841
(cid:150)
165,577,841
749,664
6,936,691
3,181,655
TOTAL
SCHEDULE - B :
RESERVES AND SURPLUS :
Capital Reserve
General Reserve - Opening Balance
Add : Additions during the year
Securities Premium Account - Opening Balance
Less : Miscellaneous expenses adjusted as per High
Court Order (Refer Note II.5 to Schedule R)
Add : Additions during the year (Net of Share issue exps)
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
(Amount repayable within one year Rs.10,020,000)
(Previous Year: Rs.10,020,000)
State Bank of India - Cash Credit
State Bank of India - FCNR (B) 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.68,010,000)
(Previous Year: Rs.134,893,300)
Hire Purchase
(Secured by Hypothecation of Motor cars and Server)
[Amount repayable within one year: Rs.5,068,539]
(Previous Year:Rs.4,807,401)
TOTAL
SCHEDULE - D :
UNSECURED LOANS :
Inter Corporate Deposits
74
Annual Report 2003-04
184,926,000
258,464,110
153,884,010
227,322,260
13,006,920
13,006,920
82,802,608
2,000,000
84,802,608
(cid:150)
307,907,000
158,956,637
148,950,363
16,627,478
2,959,834
785,236
84,802,608
165,577,841
2,174,598
4,964,437
131,223,917
401,750,321
98,302,608
166,327,505
3,755,036
9,527,345
253,215,412
544,134,826
15,725,000
1,003,400
51,018,213
68,010,000
9,977,358
134,893,300
12,449,848
10,146,450
147,203,061
156,020,508
1,748,508
1,748,508
43,078,500
43,078,500
SCHEDULE - E :
FIXED ASSETS
Sl. Particulars
No.
GROSS BLOCK
As at
April 1,
2003
Additions
during the
Year
Deletions
during
the Year
1 Freehold Land
5,819,103
(cid:150)
2 Plant & Machinery
1,533,199
74,010
(cid:150)
(cid:150)
As at
March 31,
2004
5,819,103
Upto
April 1,
2003
(cid:150)
DEPRECIATION
NET BLOCK
For the
Period
On
Upto
deletion March 31,
2004
As at
March 31,
2004
As at
March 31,
2003
(cid:150)
(cid:150)
5,819,103
5,819,103
1,607,209
1,011,759
327,481
(cid:150) 1,339,240
267,969
521,440
3 Furniture & Fixtures
15,714,038
1,162,026
3,098,726 13,777,338 10,530,891 2,455,895
2,780,852 10,205,934
3,571,404
5,183,147
4 Computers
121,833,088 43,725,108
162,528 165,395,668 66,767,365 34,465,858
169,614 101,063,609 64,332,059
55,065,723
5 Office Equipment(cid:146)s
5,168,479
1,067,454
23,704
6,212,229
2,932,089 1,060,820
9,224 3,983,685
2,228,544
2,236,390
6 Electrical Installations
2,029,933
(cid:150)
(cid:150)
2,029,933
1,440,550
271,577
(cid:150) 1,712,127
317,806
589,383
7 Motor Car
13,952,193 10,253,506
3,808,439 20,397,260
5,095,199 3,186,980
1,896,650 6,385,529 14,011,731
8,856,994
8 Other Fixed Assets
283,066
(cid:150)
249,223
33,843
108,581
45,335
128,330
25,586
8,257
174,485
166,333,099 56,282,104
7,342,620 215,272,583 87,886,434 41,813,946
4,984,670 124,715,710 90,556,873 78,446,665
PREVIOUS YEAR
167,698,440 9,817,153 (11,182,494) 166,333,099 58,153,613 36,796,796 (7,063,975) 87,886,434 78,446,665 109,544,827
Gross Block as at 31st March 2004 includes Computers and Motor Cars costing Rs. 22,685,357 in respect of which Hire Purchase Contracts are in force as at year end (PY Rs.16,830,714)
A
n
n
u
a
l
R
e
p
o
r
t
2
0
0
3
-
0
4
7
5
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)
Traded Goods
TOTAL
SCHEDULE - H :
SUNDRY DEBTORS :
(Unsecured)
Outstanding for more than six months
Considered Good
Considered Doubtful
Less: Provision for Doubtful Debts
Others
TOTAL (Considered good)
SCHEDULE - I :
CASH & BANK BALANCES :
Cash on Hand
Cheques 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
- Deposit with Royal Bank of Canada
(Maximum outstanding during the year Rs. 846,602)
- in Current Account with Royal Bank of Canada, Canada
(Maximum outstanding during the year Rs. 38,701,553)
- in CAP Account with First Union Bank, New Jersey
(Maximum outstanding during the year Rs. 37,955,501)
- in Hellinic Bank - CYP Account - Cyprus
(Maximum outstanding during the year Rs. 521,631)
- in Hellinic Bank - USD Account - Cyprus
(Maximum outstanding during the year Rs. 1,597,598)
- in Bank of China - RMB account - China
(Maximum outstanding during the year Rs.1,249,791)
- in Bank of China - USD Account - China
(Maximum outstanding during the year Rs.922,175)
As at March 31,2004
Rs.
Rs.
As at March 31, 2003
Rs.
Rs.
1,000
1,000
138,025
138,025
2,000
2,000
198,023
198,023
225,765,633
22,975,896
248,741,529
188,763,570
24,045,589
212,809,159
22,975,896 225,765,633
389,402,979
615,168,612
24,045,589 188,763,570
239,483,447
428,247,017
285,624
1,721,759
3,322,211
564,346
1,429,756
846,602
544,038
23,449,091
145,967
73,173
697,413
527,337
66,867
(cid:150)
156,029,056
1,672,856
2,310,681
806,000
917,637
182,830
143,119
226,253
(cid:150)
(cid:150)
TOTAL
33,607,317
162,355,299
76
Annual Report 2003-04
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
Other Deposits
TOTAL
SCHEDULE - K :
CURRENT LIABILITIES & PROVISIONS :
SUNDRY CREDITORS :
Sundry Creditors
(other than Small Scale Industrial Undertaking)
Duties & Taxes
Unclaimed Dividends (Refer Note II.12.3 of Schedule R)
PROVISIONS :
Taxation
Dividends
Tax on proposed dividends
TOTAL
SCHEDULE - L :
MISCELLANEOUS EXPENDITURE :
(To the extent not written off or adjusted)
Share Issue Expenses
TOTAL
As at March 31,2004
Rs.
Rs.
As at March 31, 2003
Rs.
Rs.
15,688,369
10,690,398
16,790,079
43,168,846
8,251,021
4,795,745
16,319,159
29,365,925
73,854,288
78,405,866
5,819,039
324,581
79,997,908
10,672,138
26,065,372
3,339,626 40,077,136
120,075,044
2,288,273
293,958
9,660,918
7,395,471
947,545
80,988,097
18,003,934
98,992,031
256,942
256,942
1,731,666
1,731,666
Annual Report 2003-04
77
2003 - 2004
Rs.
Rs.
2002 - 2003
Rs.
Rs.
1,676,428
3,723,051
3,536,021
3,750,400
12,685,900
324,978
3,975,514
2,216,783
1,727,385
8,244,660
15,577,528
13,603
198,023
138,025 59,998
2,830,132
198,023
15,637,526
349,008,304
36,044,009
13,482,937
110,930,045
509,465,295
2,632,109
2,645,712
290,018,883
28,768,227
10,194,191
128,942,817
457,924,118
Schedules to Consolidated Profit and Loss Account
For the year ended March 31, 2004
SCHEDULE - M :
OTHER INCOME :
Interest Received (Gross - TDS Rs. 194,853/-, Previous Year Rs.33,096/-)
Other income received
Creditors no longer required written back
Rent Received
TOTAL
SCHEDULE - N :
MATERIALS, FINISHED GOODS CONSUMED :
Consumption of raw materials and bought out components
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 Fund and Other Funds
Other staff related costs
Sub Contract Charges
TOTAL
78
Annual Report 2003-04
Schedules to Consolidated Profit and Loss Account
For the year ended March 31, 2004
2003 - 2004
Rs.
2002 - 2003
Rs.
SCHEDULE - P :
OTHER OPERATING, SELLING AND
ADMINISTRATIVE EXPENSES :
Software Purchases
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
Consultancy Charges
Bad Debts Written Off
Warranty Expenses
Provision for Doubtful Debts
Loss on sale of Asset & Assets Written Off
Exchange Fluctuation Account
Miscellaneous Expenses
TOTAL
SCHEDULE - Q :
FINANCIAL COSTS :
Interest on Fixed Loans
Other Interest & Bank Charges
TOTAL
192,806
10,327,060
2,189,506
2,560,340
826,234
5,527,909
1,676,709
34,944,954
30,500
503,346
13,597,004
12,504,516
(cid:150)
1,416,767
(cid:150)
1,273,594
25,649,186
6,738,269
119,958,700
1,715,117
12,700,189
14,415,306
458,821
9,876,431
1,640,396
2,559,207
525,964
4,984,840
1,641,883
23,216,168
9,000
321,790
7,192,773
7,754,915
515,613
795,731
3,472,789
1,069,043
8,244,168
6,918,674
81,198,206
4,163,810
18,390,182
22,553,992
Annual Report 2003-04
79
SCHEDULE (cid:150) 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. Use of Estimates
The preparation of the financial statements in conformity with India GAAP requires that management makes estimates and assumption that affect
the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements and the reported amount
of revenue and expenses during the reported period. Actual results could differ from those estimates.
I.3. Principles of Consolidation
The financial statements of the Company and it(cid:146)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(cid:146)s share of the equity of the subsidiary, at the date on which the
investments in the subsidiary company was made, is recognized as (cid:145)goodwill(cid:146) 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.4. 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.
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. Revenues
from composite contracts wherein fees for software licenses and implementation/commissioning fees are not identifiable separately are recognized
on transfer of the software licenses and a provision is made for the estimated costs relating to the installation and commissioning. In the case of
contracts, where the fees for software licenses and implementation costs are identified separately, revenues from software licenses are recognized
on transfer of software licenses and revenues from implementation are recognized on completion of implementation and commissioning.
Revenue from software development is recognised on the basis of chargeble time or achievement of prescribed milestones as relevant to each
contract.
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.5. 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.6. 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
Individual assets costing less than Rs. 5,000 are depreciated in full, in the year of purchase.
Depreciation Rates
20.00 %
25.00 %
20.00 %
20.00 %
80
Annual Report 2003-04
I.7.
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.
I.8. 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 (cid:147)Employees Compensation(cid:148) over the period of vesting.
I.9. Retirement benefits to employees
The Company(cid:146)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. Leave encashment benefits is accounted for an estimated liability as at the date of the balance sheet.
I.10. 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(cid:146)s policy.
I.11. 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. For transactions entered prior to 1-4-2003 exchange differences on settlement or restatement are adjusted to related asset
account/Profit and Loss account.
Assets and liabilities of the foreign subsidiary and branch 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 the transactions pertaining to the branch have been recognised as exchange gain/(loss) in the Profit & loss account
while those relating to the subsidiary have been disclosed as (cid:145)Exchange Reserve Arising on Consolidation(cid:146) in Reserves and Surplus.
I.12.
Investments
Long term Investments are stated at cost. Diminution in the value of investments other than temporary in nature is provided for.
I.13.
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(cid:146)s judgment 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.14. Cash Flow Statement
Cash flow statements has been prepared in accordance with the indirect method prescribed in Accounting Standard 3, issued by the Institute
of Chartered Accountants of India.
I.15. Preliminary and Share Issue Expenses
Expenses incurred during the Initial Public Offer, follow-on offer and issue of Bonus Shares are amortised over 5 years. Other share issue
expenses are charged to the securities premium account.
II.
NOTES TO ACCOUNTS
II.1. Subsidiary Company
The Company(cid:146)s wholly owned subsidiary, Subex Technologies, Inc., incorporated in the USA, has been considered in the consolidated
financial statements.
Annual Report 2003-04
81
II.2. Deferred income taxes
a) Provision for income taxes has been made in terms of Accounting Standard 22 (cid:147)Accounting for Taxes on Income(cid:148). 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, 2003 (2002)
Add: Tax benefits/(charge) for current year
Net Deferred Tax Assets/(Liabiltity) at March 31, 2004
2003-04
2,050,000
(3,620,000)
(1,570,000)
2002-03
1,550,000
500,000
2,050,000
c)
The net deferred tax asset as at March 31, 2004 comprises the tax impact arising from the timing differences on account of:
-
-
Depreciation
Business loss/unabsorbed depreciation
Net deferred asset/(liability) relating to above
As at March 31, 2004 As at March 31, 2003
(4,373,610)
(cid:150)
(4,373,610)
(1,570,000)
(3,124,053)
8,702,151
5,578,098
2,050,000
II.3. Contingent Liabilities
Disputed taxes on appeal net of advance tax paid is Rs. Nil. (Previous Year: Nil)
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 31,2004
stands at Rs.326,901,626 after adjusting for the exchange fluctuation on the deferred consideration as at the year end.
As agreed to between the Company and the seller, on account of non-receipt of certain receivables in the Subsidiary, the balance of
Deferred payment of Rs.18,883,619 towards acquisition of the subsidiary is no longer considered payable. The Company’s application
to set-off these balances with the receivables in the subsidiaries books is pending approval of the Reserve Bank of India. Pending such
approval, no adjustments have been made in the accounts.
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 2001-2002, 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.
Consequent to the approval of the shareholders’ of the Company for write-off of the above cost of acquisition of the intangible asset against
the balance in the Securities Premium account, an application for confirming the write-off was preferred to the Honourable High Court of
Karnataka under the provisions of Section 78 and 100 of the Companies Act, 1956. The Honourable High Court of Karnataka approved
the said write-off vide their confirmation order dated January 28, 2003 and the same was registered with the Registrar of Companies,
Karnataka in October 2003. The Company has, accordingly, set-off the cost of the IPR against the Securities Premium account in
accordance with the principles laid down in AS - 1, wherein it is stated that the accounting treatment and presentation in financial statements
of transactions and events should be governed by their substance and not merely by the legal form.
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.10,327,060.
As of March 31, 2004 future minimum lease payments for non-cancellable operating leases for the next five fiscal years are:
82
Annual Report 2003-04
For the year ending
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
March 31,2004
Amount in Rs.
March 31,2003
Amount in Rs.
4,410,412
503,513
(cid:151)
9,883,542
4,139,838
(cid:151)
Amount in Rs.
Present Value
The Company has entered into various hire purchase transactions for the acquisition of vehicles and computer systems. As of March
31, 2004, future minimum lease payments on these transactions are:
For the year ending
Minimum Lease
Payments
Interest
2003-04
2002-03
2003-04
2002-03
2003-04
2002-03
4,676,248
3,614,736
807,717
796,930
3,868,531
2,817,806
9,118,357
Nil
6,061,244
Nil
994,349
Nil
778,342
Nil
8,124,009
Nil
5,282,902
Nil
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. Employee Stock Option Plan (ESOP)
ESOP - I
The Company had issued 120,000 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 240,000. 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, 2004, 152,780 shares have been granted under the scheme to 30 employees. The
balance of 87,220 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 guidelines are not applicable to the present
scheme.
ESOP - II
During 1999-2000, the Company established a new Stock Option Scheme under which 500,000 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 4 years can be exercised over a maximum period of 3 years from the
date of vesting.
Under this scheme 301,440 option have been granted to 180 employees as at March 31, 2004. Out of the above option 69,473
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 net impact of the movement
in option grants during the period ended resulted in a debit of Rs.1,580,438 (previous year: credit of Rs.168,088) to the Profit & Loss
account for the year.
Employees stock options details as on the balance sheet date are ;
ESOP (cid:150) I
Options outstanding at the
Beginning of the year
Granted
Forfeited/Cancelled
Exercised
Balance at end of the year
As at March 31, 2004
As at March 31, 2003
51,397
(cid:151)
1,965
22,830
26,602
152,720
(cid:151)
4,630
96,693
51,397
Annual Report 2003-04
83
As at March 31, 2004 As at March 31, 2003
196,375
130,650
15,599
9,986
301,440
207,900
79,550
87,700
3,375
196,375
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
Companies under same management
Subex Cellcomm Limited
Subex Holdings Private Limited
Key Management Personnel
Subash Menon, Chairman & Managing Director
Alex Puthenchira, Executive Director
Sudeesh Yezhuvath, Whole Time Director
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
Companies under same
management
Key Management
Personnel
(in Rs.)
Total
2003-04
2002-03
2003-04
2002-03
2003-04
2002-03
Inter Corporate Deposits received
Interest paid on Inter Corporate Deposit
Repayment of Inter Corporate Deposit
Salary & Perquisites
Amount due from as at Mar. 31, 2004
Amount due to as at Mar. 31, 2004
(cid:150) (cid:150)
21,300,000 16,523,500
(cid:150) (cid:150)
4,905,222
531,106
57,675,000
(cid:150) 2,920,000
8,920,000
(cid:150) (cid:150) 10,179,435 4,602,870
(cid:150) (cid:150)
(cid:150)
(cid:150)
1,748,508 43,078,500
(cid:150)
1,806,869
531,106
21,300,000 16,523,500
4,905,222
57,675,000 11,840,000
4,602,870
10,179,435
(cid:150)
(cid:150)
3,555,377 43,078,500
II.10. Earnings per Share
Profits after Tax
Less: Dividend on Preference Shares & distribution tax
Net Profit Available to Equity Shareholders
Weighted Average Number of Shares - Basic
Weighted Average Number of Shares - Diluted
Earnings per Share - Basic
Earnings per Share - Diluted
II.11. Segmental Reporting
A
B
C
D
B / C
A / D
2003-04
177,638,937
2002-03
99,974,380
(25,555,404)
(58,263)
152,083,533
99,916,117
7,346,581
7,325,235
9,529,828
7,525,779
20.70
18.64
13.64
13.28
The Company(cid:146)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 (cid:147)unallocated(cid:148) and directly charged against total income.
84
Annual Report 2003-04
Information about Primary Business Segment
Particulars
Products
Services
Consolidated
2003-04
2002-03
2003-04
2002-03
2003-04
2002-03
Revenues
396,753,259 254,517,837 482,497,450 445,584,257 879,250,709 700,102,094
(Amount in Rs.)
168,899,498 130,296,431
27,584,690
25,178,911 196,484,188 155,475,342
Segment results before interest
& taxes
Less: Unallocable income,
net of unallocable expenses
Interest expense
Profit before tax
Provision for taxation:
Current (as per standalone)
Written Back (AY 2002-03)
Deferred
Profit after tax
Profit for the year
Particulars of Segment Assets & Liabilities
7,102,230 (27,168,144)
14,415,306
22,553,992
189,171,112 105,753,206
7,912,175
(cid:150)
3,620,000
177,638,937
177,638,937
6,278,825
(cid:150)
(500,000)
99,974,381
99,974,381
(Amount in Rs.)
(cid:160)
(cid:160)
Products
Services
Unallocable
Consolidated
2003-04
2002-03
2003-04
2002-03
2003-04
2002-03
2003-04
2002-03
Segment Assets
421,052,294 272,541,563
194,288,996 155,903,476
157,045,093
265,372,145 772,386,383
693,817,184
Segment Liabilties
Unallocable Assets
exclude
Goodwill
(On Consolidation)
Investments
Advance income taxes
Miscellaneous
Expenditure
Deferred tax asset
Unallocable Liabilities
exclude
Loans - secured
Loans (cid:150) unsecured
Deferred consideration
Provisions
Defer Tax Liability
79,997,906 80,988,097 79,997,906
80,988,097
308,987,980
308,987,980
1,000
2,000
10,690,398
4,795,745
256,942
1,731,666
(cid:150)
2,050,000
319,936,320
317,567,391
147,203,061
1,748,508
18,883,619
40,077,136
1,570,000
209,482,324
156,020,508
43,078,500
84,220,955
18,003,934
(cid:150)
301,323,897
Fixed assets used in the company(cid:146)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.
Annual Report 2003-04
85
Information about Secondary Business Segment
Revenue attributable to location of customers is:
(Amount in Rs.)
Revenue
India
North America
European Countries
Middle East
African Countries
Rest of the World
2003-04
2003-04
2003-04
2003-04
2003-04
2003-04
Software Products
Sofware Services
Others
50,456,446
77,250
190,711
85,765,752
482,420,200
(cid:150)
35,354,116
(cid:150)
(cid:150)
125,473,460
(cid:150)
(cid:150)
52,438,711
(cid:150)
(cid:150)
47,074,063
(cid:150)(cid:150)
(cid:150)
Total
50,724,407
568,185,952
35,354,116
125,473,460
52,438,711
47,074,063
Revenue
India
North America
European Countries
Middle East
African Countries
Rest of the World
2002-03
2002-03
2002-03
Software Products
Sofware Services
Others
19,743,713
1,580,500
2,768,245
20,799,905
444,003,757
(cid:150)
34,864,320
(cid:150)
(cid:150)
2002-03
(cid:150)
2002-03
2002-03
54,740,691
(cid:150)
(cid:150)
121,600,963
(cid:150)
(cid:150)
Total
24,092,458
464,803,662
34,864,320
(cid:150)
54,740,691
121,600,963
Segment assets based on their location
Africa
North America
Europe
India
Middle East
Rest of the world
II.12. Others
2003-2004
2002-2003
(Amount in Rs.)
7,193,274
301,596,327
38,316,733
106,437,806
123,554,250
62,690,472
639,788,862
63,653,121
184,034,888
66,983,789
28,201,600
(cid:150)
85,571,642
428,445,040
1.
2.
Fund and Non-fund based credit facilities 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 promotor Directors of the Company and property belonging to Subex Holdings Pvt. Ltd.
Estimated amount of contracts, remaining to be executed on capital account and not provided for (net of advances paid) Rs.Nil (Previous
year Rs. 78,800).
3. Amount of Rs.324,581 represents the unclaimed dividend for the period from 1999-2003. No part thereof has remained unpaid or unclaimed for
4.
5.
a period of seven years from the date they become due for payment requiring a transfer to the ’Investor Education and Protection Fund’.
Personnel Cost for the year include expenditure on research and development of Rs. 5,328,021 (PY Rs.3,839,004)
The shareholders of the Company had approved the allotment of 1,887,000 12.25% Redeemable Optionally Convertible Cumulative
Preference Shares (ROCCPS) at a face value of Rs. 98 per share and tenor of 36 months in the Extra ordinary General Meeting in
March , 2003. Out of this, 1,570,245 ROCCPS were allotted to Intel and UTI on March 31, 2003 and the balance 316,755
ROCCPS have been allotted to Toronto Dominion Bank on April 7, 2003 after receipt of subscription amount from them.
As per terms of issue each ROCCPS is convertible at the option of the shareholder into an equity share at a premium of Rs.88 each. Such
option is to be exercised before expiry of 18 months from the date of allotment.
Subsequently, post balance sheet date in April 2004, 1,090,745 ROCCPS have been converted into 1,090,745 equity shares at a
premium of Rs.88/- per share, pursuant to the option exercised by Intel (478,500 equity shares) and UTI (612,245 equity shares).
6. Amount of Rs.31,041,990 received towards allotment of 316,755 ROCCPS of Rs.98/- per share to TD Bank during the year have
been applied towards repayment of liability for acquisition charges of the Magardi, Inc IPR. No amount remains unutilized out of these
proceeds as at March 31,2004.
7.
Previous year’s figures have been regrouped to conform to the classifications for the year.
Signature to the Schedules A (cid:150) R
Subash Menon
Chairman & Managing Director
Alex J Puthenchira
Executive Director
Place : Bangalore
Date : April 30, 2004
V Balaji Bhat
Director
Rajkumar C.
Company Secretary & Legal Counsel
86
Annual Report 2003-04
Shareholders(cid:146) Information
1. Date and venue of the
Annual General Meeting
2. Dates of book Closure
:
:
24th August 2004 at Le Meridien, 28, Sankey Road,
Bangalore - 560 052
19th August 2004 to 24th August 2004.
(both days inclusive)
3. Dividend Payment
: @20% to Equity shareholders.
4.
Financial calendar
(tentative and subject to change)
@12.25% to Preference Shareholders as per Subscription Agreements
: Quarter ending 30th June, 2004 July 2004
Half year ending 30th Sept.,2004 Oct. 2004
Quarter ending 31st Dec.,2004
Jan. 2005
Year ending 31st March, 2005
May/June 2005
5. Listed on Stock Exchanges
: National Stock Exchange (NSE)
The Stock Exchange, Mumbai (BSE)
Bangalore Stock Exchange (BgSE)
The Hyderabad Stock Exchange Ltd (HSE)
6. Listing Fees
7. Registered office
:
Paid for all the above Stock Exchanges for 2004-05
: No.721, 7th Main, Mahalaxmi Layout, Bangalore (cid:150) 560 086
8. Shares of the Company have been quoting from 5th September 2003 at National Stock Exchange (NSE) , from 31st July 2000 at The
Stock Exchange, Mumbai (BSE), from 3rd September 1999 at Bangalore Stock Exchange Limited (BgSE) and from 7th September 1999
at Hyderabad Stock Exchange (HSE).
9. 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 (cid:150) 560 009
Ph
: 080 (cid:150) 22872461 / 22872462; Fax : 080 (cid:150) 22872804; e-mail : ccslrnt@vsnl.com
10. 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.
11. 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
2003-04 are:
NSE
Low
Rs.
High
Rs.
Volume
Nos.
High
Rs.
BSE
Low
Rs.
Volume
Nos.
High
Rs.
BgSE & HSE
Low
Rs.
-
-
-
-
-
-
-
-
-
-
84.20
- 111.50
- 120.50 100.70
- 142.50 112.50
- 158.50 119.15
- 213.90 145.00
257.85 195.00 209,044 258.00 193.05
269.75 216.00 229,136 270.00 218.50
284.00 242.00 134,430 282.00 240.30
425.00 286.00 358,674 412.00 284.00
417.00 286.25 137,663 415.20 281.50
378.70 290.00 136,123 378.60 292.00
343.45 252.70 133,215 272.00 250.00
1,338,285
TOTAL
TOTAL
1,497,261
1,372,073
1,321,765
1,697,491
891,168
1,107,771
454,852
310,733
382,005
120,745
68,623
127,882
9,352,369
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
Volume
Nos.
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
NT NT
Month
Apr (cid:145)03
May (cid:145)03
Jun (cid:145)03
Jul (cid:146)03
Aug (cid:145)03
Sep(cid:146) 03
Oct (cid:145)03
Nov (cid:145)03
Dec (cid:145)03
Jan (cid:145)04
Feb (cid:145)04
Mar (cid:145)04
NT: Not Traded.
Annual Report 2003-04
87
12. Investor(cid:146)s services (cid:150) Complaints received from 1st April 2003 to 31st March 2004:
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
-
-
-
3
-
3
-
-
-
3
-
3
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 31st March 2004.
13. Legal proceedings:
Subex has been made as defendant in a 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. However this case
is not material in nature.
14. Distribution of shareholding as on :
No. of equity shares held
As at March 31, 2004
As at March 31, 2003
No. of shareholders
% of shareholders
No. of shareholders
% of shareholders
- 500
- 1000
- 5000
- 10000
1
501
1001
5001
10001 and above
3,441
263
157
13
42
3,916
87.87
6.71
4.02
0.33
1.07
100.00
4,571
333
230
23
40
5,197
87.95
6.41
4.43
0.44
0.77
100.00
15. Categories of shareholders as on:
Category
Public & Others
Companies
Core Promoters
Mutual Funds
ESOP
Foreign Insttn. Investors
No. of
shareholders
As at March 31, 2004
Voting
strength %
No. of
shares held
No. of
shareholders
As at March 31, 2003
Voting
strength %
No. of
shares held
3522
376
3
8
1
6
3916
20.71
4.02
54.69
4.11
1.55
14.92
100.00
1,523,256
295,533
4,021,600
302,552
113,822
1,097,048
7,353,811
4,782
403
3
5
1
3
5,197
26.60
8.20
54.72
5.00
1.87
3.61
100.00
1,954,273
602,074
4,018,360
367,157
137,191
264,770
7,343,825
16. Investors(cid:146) correspondence may be addressed to:
For investor matters:
Rajkumar. C
Company Secretary & Legal Counsel
Subex Systems Limited, No. 52/44, 8th Main, Ganesha Block, Mahalaxmi Layout, Bangalore (cid:150) 560 096, India,
Telephone : 91 80 2349 7581. E-mail: rajkumarc@subexgroup.com; investorrelations@subexgroup.com
For queries relating to financial statements:
Mr. Subash Menon, Chairman & Managing Director OR Mr. Alex P. J., Executive Director
Subex Systems Limited, No. 52/44, 8th Main, Ganesha Block, Mahalaxmi Layout, Bangalore (cid:150) 560 096, India, Telephone : 91 80 23497581
17. Dematerialisation of shares and liquidity:
All Shareholders holding shares in physical form are requested to convert their holdings into electronic form.
18. Stock Code
SUBEX (NSE), SUSL.B (BSE), SUBEXSYS (BgSE), SUBSEXS (HSE)
88
Annual Report 2003-04
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Subex Systems Limited
5 years - At a glance
Export Sales
Total Income
10000
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
Earning Per Share
Revenue & Exports
1999
2000
2001
2002
2003
2004
25
20
15
10
5
0
3000
2500
2000
1500
1000
500
0
1999
2000
2001
2002
2003
2004
s
e
e
p
u
R
Earning
Per Share
Networth
Networth
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
Profit
1999
2000
2001
2002
2003
2004
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EBDIT
PAT
1999
2000
2001
2002
2003
2004
Annual Report 2003-04
89
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Annual Report 2003-04
Subex Systems Limited
REGISTERED OFFICE
BRANCH OFFICES
Asia Pacific
United States
Canada
Europe
China
721, 7th Main, Mahalaxmi Layout
Bangalore - 560 086, India
Tel : + 91 80 2349 7581 Fax : + 91 80 2349 1490
52/44, 8th Main, 2nd Cross, Ganesha Block,
Mahalaxmi Layout, Bangalore - 560 096, India
Tel : + 91 80 2349 7581 Fax : + 91 80 2349 1490
255, Old New Brunswick Road,
Suite S240, Piscataway, NJ 08854, USA
Tel : + 1 732 981 1333 Fax : + 1 732 981 1666
202-52 Antares Drive
Nepean, Ontario, Canada K2E 7Z1
Tel : + 1 613 224 3131 Fax : + 1 613 224 4004
Office # 102, Tamacon Court, 34, Griva Digheni Avenue
PB No. 42034, Larnaca 6530, Cyprus
Tel : + 357 24 665457 Fax : + 357 24 665458
Suite 1112B, Office Tower E3, Oriental Plaza,
No.1 East Chang An Ave, Dong Cheng District,
Beijing 100738, China.
Tel: +8610 85185798 Fax: +8610 85185797
Annual Report 2003-04
91
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