You are here » Home » Companies » Company Overview » Subex Ltd

Subex Ltd.

BSE: 532348 Sector: IT
NSE: SUBEX ISIN Code: INE754A01014
BSE 15:28 | 14 Jul 7.61 -0.19
(-2.44%)
OPEN

7.75

HIGH

7.75

LOW

7.54

NSE 15:32 | 14 Jul 7.60 -0.20
(-2.56%)
OPEN

7.95

HIGH

7.95

LOW

7.45

OPEN 7.75
PREVIOUS CLOSE 7.80
VOLUME 53015
52-Week high 9.82
52-Week low 2.80
P/E 63.42
Mkt Cap.(Rs cr) 428
Buy Price 7.61
Buy Qty 135.00
Sell Price 7.64
Sell Qty 880.00
OPEN 7.75
CLOSE 7.80
VOLUME 53015
52-Week high 9.82
52-Week low 2.80
P/E 63.42
Mkt Cap.(Rs cr) 428
Buy Price 7.61
Buy Qty 135.00
Sell Price 7.64
Sell Qty 880.00

Subex Ltd. (SUBEX) - Director Report

Company director report

Dear members

Your Directors have pleasure in presenting the 25th Annual Report of the Company on thebusiness and operations together with the audited results for the year ended March312019.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2019 is summarized asbelow:

(Rs. in Lakhs)

Particulars

Consolidated

Standalone

2018-19 2017-18 2018-19 2017-18
Total Revenue 34812 32432 1916 17993
Share of profit/(loss) net - - (1600) 37
Other Income 101 140 10 66
Finance Cost 216 775 4 547
Profit/(Loss) before Exceptional items & tax expense 4708 2275 (2455) (200)
Exceptional Items - 1166 - 389
Profit/(Loss) before tax 4708 3441 (2455) 189
Tax expenses 2186 1373 (2) 157
Profit/ (Loss) after tax 2522 2068 (2453) 32
Other comprehensive income (428) (240) (3) (8)
a) to be reclassified to profit or loss in subsequent periods (390) (210) - -
b) not to be reclassified to profit or loss in subsequent periods (38) (30) (3) (8)
Total comprehensive income for the year 2094 1828 (2456) 24

2. RESULTS OF OPERATIONS

During the financial year ended March 31 2019 the total revenue on a standalone basiswas Rs.1916 lakhs as against the revenue for the previous year which was Rs.17993 Lakhs.The Company has during the year under review incurred a loss of Rs. 2453 lakhs as againsta profit of Rs.32 lakhs in the previous year.

On a consolidated basis the total revenue stood at Rs.34812 lakhs as againstRs.32432 lakhs during the previous year. The profit for the financial year 2018-19 wasRs.2522 lakhs as against a profit of Rs.2068 lakhs in the previous year.

3. DIVIDEND

The Directors have not proposed any dividend to be paid for the financial year 2018-19.

4. RESERVES

The Company does not propose to transfer amounts to the general reserve out of theamount available for appropriation. The total earnings of Rs.2094 lakhs available withthe Company on a consolidated basis is proposed to be retained in the statement of profitand loss.

5. SHARE CAPITAL

As at March 312019 and as at the date of this report the authorized share capital ofthe Company was Rs.5900000000 (Rupees Five hundred and ninety crores only) divided into588040000 (Fifty- eight crores eighty lakhs and forty thousand only) equity shares ofRs.10 (Rupees Ten only) each and 200000 (Two Lakhs only) preference shares of H98(Rupees Ninety-Eight only) each.

As at March 31 2019 and as at the date of this report the issued subscribed andpaid-up share capital of the Company was Rs.5620029350 (Rupees Five hundred and sixtytwo crores twenty nine thousand and three hundred and fifty only) divided into562002935 (Fifty six crores twenty lakhs two thousand nine hundred and thirty fiveonly) equity shares of H10 (Rupees Ten only) each.

6. BUSINESS

Subex is a leading telecom analytics solutions provider enabling a digital future forglobal Telco's.

Founded in 1994 Subex has spent over two decades in enabling 3/4th of thelargest 50 Communication Service Providers (CSPs) globally achieve competitive advantage.By leveraging data which is gathered across networks customers and systems coupled withits domain knowledge and the capabilities of its core solutions Subex helps CSPs to drivenew business models enhance customer experience and optimize enterprises. Subex leveragesits award-winning analytics solutions in areas such as Revenue Assurance FraudManagement Asset Assurance and Partner Management "Revenue Management

Services/RMS business" and complements them through its newer solutions such asloT Security "Digital Business". Subex also offers scalable Managed Services andBusiness Consulting services. It has more than 300+ installations across 90+ countries.

Subex has received numerous awards jointly with its customers. The recent awardsinclude:

• Pipeline Innovation Awards 2018 under "Managed Services" category& "Innovations in Security & Assurance" and 'Big Data & Analytics'.

• Aegis Graham Bell Award 2017 for Innovation in ROC Insights under "DataScience" Category.

• Global Telecoms Business Innovation Award 2017 with Saudi Telecom Company.

7. SUBSIDIARIES (WHOLLY OWNED AND OTHER SUBSIDIARIES)

As on March 31 2019 the Company has 9 subsidiaries.

SUBEX ASSURANCE LLP AND ITS SUBSIDIARIES

For the year ended March 31 2019 Subex Assurance LLP earned a net income of Rs.30133lakhs as against a net income of H12813 Lakhs i n the previous year and a net profit ofH165 Lakhs as against a net profit of Rs.635 lakhs in the previous year.

As at March 312019 Subex Limited held more than 99.99 % of the capital in SubexAssurance LLP and the balance is held by Subex Digital LLP.

• For the year ended March 31 2019 the Standalone income of Subex (UK) Limitedwas H18803 Lakhs as against Rs.16401 Lakhs in the previous year and a net gain ofRs.1370 Lakhs as against a net loss of Rs.8197 lakhs in the previous year.

• Subex (Asia Pacific) Pte. Limited is a wholly owned subsidiary of Subex (UK)Limited. For the year ended March 312019 the Standalone income of Subex (Asia Pacific)Pte. Limited was Rs.3952 Lakhs as against Rs.2997 lakhs in the previous year and a netgain of Rs.18 lakhs as against a net loss of Rs.644 Lakhs in the previous year.

• Subex Inc.is a wholly owned subsidiary of Subex (UK) Limited. For the year endedMarch 31 2019 the Standalone income of Subex Inc. was Rs.9839 lakhs as against Rs.9353Lakhs in the previous year and the net gain was Rs.117 lakhs as against a net gain ofRs.78 Lakhs in the previous year.

• As on March 31 2019 Subex (UK) Limited holds 8 common shares (7.41%) in thecapital of Subex Americas Inc.

• Subex Middle East (FZE) is a wholly owned subsidiary of Subex Assurance LLP Forthe year ended March 31 2019 the standalone income of Subex Middle East (FZE) wasRs.1388 lakhs as against Rs.1132 Lakhs in the previous year and a net gain of Rs.60lakhs as against a loss of Rs.14 Lakhs in the previous year.

SUBEX DIGITAL LLP

For the year ended March 31 2019 Subex Digital LLP earned an income of Rs.438 Lakhsas against Rs.33 Lakhs in the previous year and a net loss of Rs.1765 Lakhs as against anet loss of Rs.598 Lakhs in the previous year.

As at March 31 2019 Subex Limited held more than 99.99% of the capital in SubexDigital LLP and the balance is held by Subex Assurance LLP

SUBEX TECHNOLOGIES LIMITED

For the year ended March 31 2019 Subex Technologies Limited incurred a net loss ofRs.4 Lakhs as against a net loss of Rs.1 Lakh in the previous year. Subex TechnologiesLimited is a wholly owned subsidiary of Subex Limited.

SUBEX AMERICAS INC.

For the year ended March 31 2019 the standalone income of Subex Americas Inc. wasRs.957 Lakhs as against Rs.851 Lakhs in the previous year and the net profit was Rs.96Lakhs as against a net profit of Rs.6271 Lakhs in the previous year.

Subex Azure Holding Inc. is a wholly owned subsidiary of Subex Americas Inc. Therewere no transactions during the year under review.

As on March 31 2019 Subex Limited holds 100 common shares (92.59%) in the capital ofSubex Americas Inc.

The above-mentioned numbers are as per the audited financial statements of respectivesubsidaries.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and all its subsidiary companies whichforms part of the Annual Report. A statement containing salient features of the financialstatements of the subsidiaries of the Company in Form AOC-1 forms part of the annexure tothe Standalone Financial Statements.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company under the followinglink https://subex.com/shareholder-services/.

Further as per the fourth proviso to the said Section audited annual accounts of eachof the subsidiary companies have also been placed on the website of the Company under thefollowing link https://subex.com/shareholder-services/. These documents will also beavailable for inspection during business hours at the registered office of the Company atBengaluru India.

8. DEPOSITS

Your Company has not accepted any deposits from the public during the year and thereare no deposits which remain unclaimed or unpaid as at the end of the year and as suchno amount of principal or interest was outstanding as of the date of the Balance sheet.

9. EMPLOYEE STOCK OPTIONS SCHEMES

All the schemes endeavor to provide incentives and retain employees who contribute tothe growth of the Company. During the year under review there has been no variation inthe terms of ESOP schemes. Additional details have also been disclosed under Note 36 tothe standalone financial statements which form part of the Annual Report.

Details of the Company's Employee Stock Option Plans and a summary disclosure incompliance with the Companies (Share Capital and Debentures) Rules 2014 forms part ofthis report as "Annexure A". The details as required under the Securitiesand Exchange Board of India (Share Based Employee Benefits) Regulation 2014 are availableon the Company's website https:// subex.com/shareholder-services/.

a. EMPLOYEE STOCK OPTION PLAN-2005 (ESOP-III)

Under this scheme an initial corpus of 500000 options was created for grant to theeligible employees with each option convertible into one fully paid-up equity share ofRs.10/-. This scheme was formulated in accordance with the Securities and Exchange Boardof India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999. The corpus of the scheme was further enhanced by 1500000 options during thefinancial year 2007-08. The Company has obtained the requisite in-principle approvals fromthe Stock Exchanges for the listing of equity shares arising out of exercise of optionsgranted under the scheme.

The tenure for grant of stock options under ESOP 2005 scheme has expired in 2015 andthe Company is only administering the outstanding stock options issued under the scheme.

b. EMPLOYEE STOCK OPTION PLAN-2018 (ESOP-V)

The Company pursuant to resolutions passed by the Board and the Shareholders dated June26 2018 and July 312018 respectively has adopted the Subex Employees Stock OptionScheme-2018 ("ESOP - V" or "Plan")

The Board authorized the Nomination & Remuneration Committee or such otherperson(s) as maybe authorised by the Nomination & Remuneration Committee for thesuperintendence and administration of the Plan. The ESOP Plan would be implemented throughthe Subex Employee Welfare and ESOP Benefit Trust "ESOP Trust" by acquiringthe equity shares of the Company from the secondary market. Total number of Options to begranted under the Scheme shall not exceed 5% (Five percent) of the paid- up equity capitalas on March 312018.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees or Investments covered under Section 186 of the CompaniesAct 2013 are given in note number 34 (b) (iv) to the Standalone Financial Statements.

11. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT.

The Board at its meeting held on May 13 2019 appointed Mr. George Zacharias as anAdditional Independent Director to hold office until the date of the 25thAnnual General Meeting (AGM).

There have been no material changes for the period between end of the financial year2018-19 and the date of this report effecting the financial position of the company.

12. CORPORATE GOVERNANCE

Your Company strongly believes that the spirit of Corporate Governance goes beyond thestatutory form. Sound Corporate Governance is a key driver of sustainable corporate growthand long-term value creation for the stakeholders and protection of their interests. Itendeavors to meet the growing aspirations of all stakeholders including shareholdersemployees and customers and is committed to maintaining the highest level of transparencyaccountability and equity in its operations. It always strives to follow the path of goodgovernance through a broad framework of various processes.

Your Company has complied with the conditions of Corporate Governance as stipulated inthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 "SEBI(LODR) Regulations 2015" as amended from time to time. The Auditor's certificateon compliance with respect to the same is annexed herewith as "Annexure B".In addition it has documented its internal policies in line with the Corporate Governanceguidelines.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis report is presented in a separate sectionforming part of this Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per Section 152 of the Companies Act 2013 at least two- thirds of the Directorsshall be subject to retirement by rotation. One-third of such Directors must retire fromoffice at each AGM of the shareholders and a retiring Director is eligible forre-election. Accordingly Mr. Vinod Kumar Padmanabhan retires by rotation and beingeligible has offered to be re-appointed at the ensuing AGM.

Pursuant to the recommendations of the Nomination & Remuneration Committee theBoard at its meeting held on March 21 2018 appointed Mr. Vinod Kumar Padmanabhan as theManaging Director & CEO of the Company effective from April 01 2018 for a tenure ofthree yea Rs. The said appointment was approved by the members at the 24th AGMof the Company held on July 312018.

Mr. Ashwin Chalapathy Non-Independent Non-Executive Director resigned from the Boardwith effect from May 04 2018.

APPOINTMENT

Pursuant to the recommendations of the Nomination & Remuneration Committee theBoard at its meeting held on May 13 2019 appointed Mr. George Zacharias as an AdditionalIndependent Director of the Company and he shall hold office until the date of the 25thAGM. His appointment for a period of five years is being placed before the members fortheir approval at the ensuing AGM.

The details regarding the familiarization program for Independent Directors isavailable on the website of your Company under the linkhttps://www.subex.com/shareholder-services/

CHANGES IN THE KEY MANAGERIAL PERSONNEL

Ms. Mehernaz Dalal resigned from the position of Chief Financial Officer w.e.f.November 30 2018. Mr. Venkatraman G S was appointed as the Chief Financial Officer of theCompany w.e.f. November 30 2018.

Mr. G V Krishnakanth was appointed as the Company Secretary of the Company w.e.f July10 2018 and Compliance Officer w.e.f. July 19 2018.

15. BOARD MEETINGS

During the year 7 Board Meetings were convened and held. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013 and the SEBI(LODR) Regulations 2015. The dates on which meetings were held are as follows:

Board Meeting Number Date of Meeting
1/2018-19 May 04 2018
2/2018-19 June 26 2018
3/2018-19 July 19 2018
4/2018-19 July 31 2018
5/2018-19 September 10 2018
6/2018-19 October 31 2018
7/2018-19 January 29 2019

The details of the attendance of the Directors is provided in the Corporate GovernanceReport.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of theSEBI (LODR) Regulations 2015 the Board at its meeting held on January 29 2019 carriedout an annual performance evaluation of its own performance Chairman and the directorsindividually as well as the evaluation of the working of its committees. The manner ofevaluation has been explained in the Corporate Governance Report.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY

The Policy on Appointment of Directors and the Remuneration Policy of the Company formsa part of this report in "Annexure E". and the Details/Disclosures ofRatio of Remuneration to each Director to the median employee's remuneration as "AnnexureG".

18. AUDIT COMMITTEE

As on March 31 2019 the Audit Committee had four Directors

as its members viz. Mr. Anil Singhvi Chairman & Independent Director Ms. NishaDutt Independent Director Ms. Poornima Prabhu Independent Director and Mr. Vinod KumarPadmanabhan Managing Director & CEO. The role terms of reference the authority andpower of the Audit Committee are in conformity with the provisions of the Companies Act2013 and Regulation 18 of the SEBI (LODR) Regulations 2015 including amendments thereon.Further details of the Audit Committee have been provided in the report on CorporateGovernance forming part of this Annual Report.

19. AUDITORS

There are no instances of frauds reported by auditors pursuant to sub-section (12) ofSection 143 which are reportable to the Central Government.

STATUTORY AUDITORS

S. R. Batliboi & Associates LLP Chartered Accountants Bengaluru (FirmRegistration Number 101049W/E300004) the Statutory Auditors of the Company were appointedfor a term of 5 years at the AGM held on June 19 2015. The requirement for ratificationof appointment of auditors by the members at every AGM is done away with vide theMinistry of Corporate Affairs notification dated May 07 2018.

There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditors of the Company in the Audit Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed V. Sreedharan & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure C".

The Secretarial Audit Report for the year ended March 31 2019 does not contain anyqualification reservation or adverse remark.

20. PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 197 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have notbeen provided as they are not applicable to the Company. None of the employees of theCompany draw remuneration in accordance with the limits prescribed under the said Rules.Hence the details of the top 10 (ten) employees under the said Rules have not been stated.

21. CONSERVATION OF ENERGY

Your Company is committed to the continual development of its products in a sustainedenvironment helping its customers to operate their businesses more efficiently andenabling them to reduce their use of scarce resources and minimize waste.

As a software product Company the impact that the Company has on the environment fromits own operations is relatively low when compared to companies in other industries.However the Company recognizes that it still has a role to play in reducing the impactthat global business has on the environment. Subex is committed and targets towardsfollowing the best practices to reduce utilization of power natural resources like waterand limited E-Waste disposal executed through government recognized agencies. ThoughSubex does not fall under the category of manufacturing products and services impactingthe environment we implement few of the best practices with minimal investments through afive-year plan - agreement with an industry stalwart having expertise in energyconservation. This investment thereby results in monetary benefits/savings month on monthhelping us recover the invested amount in few months ensuing continued savings throughthis initiative.

Suppliers delivering the products to Subex with regard to lighting diesel generatorsetc abide by the guidelines laid out by the government.

Subex aims to reduce its impact on the environment by:

i. Monitoring the level of water and energy used along with the waste produced.

ii. Targeting a reduction in the use of water and energy reduction in waste along withan increase in amount of waste that is recycled/ reused etc.

iii. Increasing the awareness on environment safety and engagement of employees.

iv. Adopting sustainable practices designed to ensure the health and safety of Subex'semployees stakeholders and the environment.

v. Operating its business in compliance of environmental laws and regulations.

22. TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION

Your Company has a strong Research & Development Division responsible fordeveloping technologies for its products in the telecom domain. The telecommunicationsdomain in which your Company operates is subject to rapid technological changesintroduction of new services and intense competition.

Your Company has developed inherent skills to keep pace with these changes. Sincesoftware products are the significant line of business of your Company the Company incursexpenditure on product related Research & Development on a continuous basis. Theseexpenses are charged to revenue under the respective heads and are not segregated andaccounted separately.

23. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year 2018-19 total foreign exchange inflow and outflow is as follows:

i) Foreign Exchange earnings Rs.2178 Lakhs (Previous Year Rs. 16240 Lakhs)

ii) Foreign Exchange outgo Rs.678.44 Lakhs (Previous Year Rs.9592 Lakhs)

24. CORPORATE SOCIAL RESPONSIBILITY

To enable the Company to take required measures to make a meaningful contribution tosociety and other stakeholders it has constituted the Corporate Social ResponsibilityCommittee (CSR Committee) comprising of the following Directors as on March 31 2019.

Composition Category
Mr. Anil Singhvi (Chairman) Independent Director
Mr. Vinod Kumar Padmanabhan Managing Director & CEO
Ms. Nisha Dutt Independent Director

Pursuant to the CSR Policy adopted by the Board the Company proposes to undertake suchactivities as may be useful and contributive in nature

Particulars required to be disclosed pursuant to the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in "Annexure H" to the Boards'report.

The CSR Committee charter and the CSR Policy of the Company are available in thewebsite under the below link https://www.subex. com/shareholder-services/.

SUBEX CHARITABLE TRUST

Subex Charitable Trust (SCT) extends the outlook of Subex as a corporate entity intocommunity service. SCT was set up to provide for welfare activities for the underprivileged and the needy in the society. SCT is managed by trustees elected amongst theemployees of the Company. During the year it has provided active support to the PreranaResource Centre for providing vocational training to visually impaired and disabled orphanteenage girls. As part of this program 25 girls have been provided vocational training toenable them to attain work opportunities across various industries. The SCT has alsoprovided its support for the education of economically challenged meritorious students aspart of the Nurture Merit Programme. Further details have been provided in a separatesection in this Annual Report as "Annexure H ".

25. RISK MANAGEMENT POLICY & IMPLEMENTATION

The Risk Management Committee has been constituted as required under Regulation 21 ofthe SEBI (LODR) Regulations 2015 voluntarily by the Company. According to Regulation 21(5) the provisions of Risk Management Committee shall be applicable to top 500 listedentities determined on the basis of market capitalization.

The Company has developed and adopted a Risk Management Policy. This policy identifiesall perceived risks which might impact the operations and on a more serious level alsothreaten the existence of the Company. Risks are assessed department wise such asfinancial risks information technology related risks legal risks accounting fraud etc.The Management also ensures that the Company is taking appropriate measures to achieveprudent balance between risk and reward in both ongoing and new business activities.

26. HUMAN RESOURCE MANAGEMENT

Detailed report on Human Resource management is given in the Management Discussion andAnalysis section of the Annual report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In accordance with the provisions of Section 134(5) of the Companies Act 2013 and asper the provisions of the SEBI (LODR) Regulations 2015 the Company has an InternalControl System commensurate with the size scale and complexity of its operations.

Such internal financial controls were found to be adequate for a Company of this size.The controls are largely operating effectively since there has not been identification ofany material weakness in the Company. The Directors have in the Directors ResponsibilityStatement (under paragraph (e) of the Section) confirmed the same to this effect. TheCompany has policies and procedures in place for ensuring proper and efficient conduct ofits business the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and timely preparationsreliable financial information. The Company has adopted accounting policies which are inline with Indian Accounting Standards ("Ind AS").

Pursuant to the provisions of the Section 134(5)(f) of the Act the Company during theyear devised proper systems to ensure compliance with the provisions of all applicablelaws. In effect such compliance system was largely found to be adequate and operatingeffectively. The Directors have in the Directors Responsibility Statement (under paragraph(f) of the Section) also confirmed the same to this effect.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of Internal Auditors process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Subex is certified for ISO 9001:2008 (Quality Management System) and ISO 27001:2013(Information Security Management System). Internal audits are conducted periodically forprojects and support functions to adhere to these international standards. These auditsare conducted across Bengaluru UK and US locations to ensure processes are followed toprovide a better customer experience. Summary of the audits are shared across organizationto help understand strengths and weaknesses in the system. People involvement inorganization process initiatives is one that approaches towards achieving bettercompliance standardizing activities to consistently achieve better customer satisfaction.

This year the emphasis was more towards reviews and updates on processes for projectsand organization alignment to the new organization structure. Identification andinvolvement of process owners to review processes and make it relevant and align it to theorganization. Some of the requirements which were specific to customer were customizedwith audits conducted for some of the accounts.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy to deal with instance of fraudleakage of Unpublished Price Sensitive Information and mismanagement if any. The policyalso provides for adequate safeguards against victimization of persons who use suchmechanism and makes provision for direct access to the chairperson of the Audit Committeein all cases. The details of the policy are posted on the website of the Company under thelink https://www.subex.com/shareholder-services/. There were no complaints during the year2018-19.

29. POLICY ON SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthereunder. All employees (permanent contractual temporary trainees) are covered underthe said policy. An Internal Complaints Committee (ICC) chaired by a senior femaleemployee of the Company has been set up to redress complaints received under this Act.

During the year under review no complaints have been received by the Company.

30. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given declarations under Section 149 (7) to the effectthat they meet the criteria of independence as laid down under Section 149(6) of theCompanies Act 2013.

31. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with its PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Further none of the Directors had anypecuniary relationships of transactions vis-a-vis the Company.

All related party transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit committee is obtained for transactions whichare of a foreseen and repetitive nature. A statement giving details of all related partytransactions entered pursuant to the omnibus approval so granted are placed before theAudit Committee and the Board of Directors for their review on a quarterly basis.

The Company has entered into sub-contracting arrangements with its subsidiaries basedon transfer pricing methodology for development and enhancement of its products as wellas marketing of its products by the subsidiaries across locations. The Company has alsoentered into marketing arrangements with its subsidiaries wherein there is a cross-chargedone by the subsidiaries towards its efforts for the same.

The Policy on Related party transactions as approved by the Board is uploaded on theCompany's website under the link https:// www.subex.com/shareholder-services/Particularsof Contracts or Arrangements with Related parties referred to in Section 188(1) in FormAOC- 2 is enclosed to this report in "Annexure F".

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

33. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure D". The annual return for the financial year2017-18 pursuant to section (3) of section 92 has been placed on the website of theCompany www.subex.com.

34. LISTING WITH STOCK EXCHANGES

The Company has paid the Annual Listing Fees for the year 201819 to the National StockExchange of India Ltd ('NSE') and BSE Ltd ('BSE') where the Company's shares are listed.

35. MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section(1) of Section 148 of the Companies Act 2013 is not applicable to the Company as theCompany operates out of a Special Economic Zone (SEZ) .

36. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(3)(c) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and belief affirms:

a) In the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) That the accounting policies have been selected and applied consistently and it hasmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the loss of theCompany for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.;

d) That the accounts for the year ended March 31 2019 have been prepared on a goingconcern basis;

e) That internal financial controls have been laid down to be followed by the Companyand such internal financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were inplace and such systems were adequate and operating effectively.

37. APPRECIATION/ACKNOWLEDGEMENTS

Your Directors thank the customers vendors investors shareholders and bankers fortheir continued support during the year. We place on record our appreciation for thesupport /co-operation extended by the various departments of the Government of IndiaGovernment of Karnataka Central and State Government authorities particularly SEZauthorities Ministry of Corporate Affairs Central Board of Direct Taxes Central Boardof Indirect Taxes and Customs the Ministry of Commerce and Industry Ministry of Labourand employment Reserve Bank of India Securities and Exchange Board of India BSELimited National Stock Exchange of India Ltd National Securities Depository Limited andCentral Depository Services (India) Limited and other State Government authorities andlook forward to their support in all future endeavors.

Your Directors also wish to place on record their deep appreciation to Subexians at alllevels for their hard work solidarity cooperation and support as they are instrumentalin your Company scaling new heights year after year.

For Subex Limited For Subex Limited
Anil Singhvi Vinod Kumar Padmanabhan
Chairman & Independent Director Managing Director & CEO
DIN:00239589 DIN:06563872
Bengaluru India
May 13 2019