Dear Members,
Your Directors take pleasure in presenting the 29th Annual Report of the
Company on the business and operations together with the audited results for the year
ended March 31, 2023.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2023, is summarized as
below
(Rs` in Lakhs)
| Particulars |
Consolidated |
Standalone |
|
2022-232 |
2021-22 |
2022-232 |
2021-22 |
| Total Revenue |
27,869 |
33,344 |
27,352 |
6,836 |
| Share of Profit/ (Loss) from Limited Liability Partnerships, net |
- |
- |
(3,159) |
(1,273) |
| Other Income |
816 |
1,037 |
242 |
6 |
| Finance Cost |
258 |
194 |
230 |
12 |
| Profit/ (Loss) before tax |
(3,906) |
3,369 |
(7,699) |
(447) |
| Tax expenses |
1,215 |
1,270 |
(823) |
- |
| Profit/ (Loss) after tax |
(5,121) |
2,099 |
(6,876) |
(447) |
| Other comprehensive income/(loss) |
620 |
203 |
19 |
(3) |
| a) to be reclassified to profit or loss in subsequent periods |
581 |
267 |
Nil |
NIL |
| b) not to be reclassified to profit or loss in subsequent periods |
39 |
(64) |
19 |
(3) |
| Total comprehensive income for the year |
(4,501) |
2,302 |
(6,857) |
(450) |
2. STATE OF AFFAIRS
As the world gradually adapted to the new normal, the industry experienced a resurgence
in demand for telecom services, with consumers and businesses relying heavily on
connectivity solutions. Subex played a pivotal role in supporting this revival through its
innovative offerings and strategic initiatives.
The company underwent a crucial management change during the first quarter of the FY
24, with the appointment of a new CEO. The fresh leadership brought in a renewed vision
and focus, guiding Subex towards sustainable growth and profitability. The new CEO's
strategic direction and emphasis on customer-centric solutions garnered positive responses
from clients worldwide, paving the way for stronger partnerships.
Subex's investment in AI initiatives proved to be a game-changer for the company.
Customers responded favorably to the integration of artificial intelligence in their
solutions, appreciating the enhanced efficiency and insights gained from AI-led projects.
As a result, the company witnessed an upswing in new project collaborations across the
globe.
With the momentum gained from successful AI deployments, Subex now looks forward to the
next phase of growth under its new leadership. The company is diligently fine-tuning its
strategic approach to stay ahead in the dynamic telecom market. As they continue to
pioneer innovative solutions and prioritize customer needs, Subex is poised for a
promising future, ensuring their sustained success in the years to come.
During the financial year ended March 31, 2023, the total income on a standalone basis
was `RS 27,594 lakhs as against the total income for the previous year which was Rs` 6,842
lakhs. The Company has during the year under review incurred a loss of Rs` 6,876
lakhs as against a loss of RS` 447 lakhs in the previous year. On a consolidated basis,
the total income stood at ` 28,685 lakhs as against Rs 34,381 lakhs during the previous
year. The loss incurred for the financial year 2022-23 is RS` 5,121 lakhs as against a
profit of Rs ` 2,099 lakhs in the previous year.
3. DIVIDEND
The Board has not proposed any dividend to be paid for the financial year 2022-23.
The dividend distribution policy of the Company is available under the link
https://www.subex.com/investors/shareholder-services/.
4. RESERVES
The Company does not propose to transfer amounts to the general reserve out of the
amount available for appropriation due to losses in the current year.
5. SHARE CAPITAL
As of March 31, 2023, the authorized share capital of the Company was ` 590,00,00,000
(Rupees Five hundred and ninety crores only) divided into 117,60,80,000 (One Hundred and
seventeen crores sixty lakhs and eighty thousand only) equity shares of ` 5 (Rupees Five
only) each and 2,00,000 (Two lakhs only) preference shares of ` 98 (Rupees Ninety-eight
only) each.
As of March 31, 2023, the issued, subscribed, and paid-up share capital of the Company
was ` 281,00,14,675 (Rupees Two Hundred and eighty one crores fourteen thousand six
hundred and seventy five only) divided into 56,20,02,935 (Fifty six crores twenty lakhs
two thousand nine hundred and thirty five only) equity shares of ` 5 (Rupees Five only)
each. During the period under review, there is no change in share capital of the Company.
6. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards, as amended, from
time to time.
7. BUSINESS
Subex is committed to help Communications Service Providers (CSP) create connected
experiences in the digital world. Today, we provide solutions for 75% of the world's top
50 telcos. Founded around the time when video telephony was launched, Subex has been
witnessing the evolution of mobile technology ever since. Today, we are consultants to
global telecom carriers for operational excellence and business transformation by driving
new revenue models, enhancing the customer experience and optimizing the enterprise. Subex
leverages its award-winning analytics solutions in areas such as Revenue Assurance, Fraud
Management, Network Asset Management, Capacity Management, Partner Management, and
Analytics ‘Revenue Management Services/RMS business' and complements them through its
newer solutions such as IoT Security, Digital Identity Management and Anomaly Detection
‘Digital Business'. Subex also offers scalable Managed Services and Business
Consulting services.
Through HyperSense, an AI-first line of offerings, Subex empowers communications
service providers and enterprise customers to make faster, better decisions by leveraging
Artificial Intelligence (AI) analytics across the data value chain.
Being truly a global company, it has more than 300 installations across 90+ countries.
There has been no change in the nature of business in FY22-23
Key Announcements in FY22-23
HyperSense named in 2022 Gartner® Market Guide for Multipersona Data Science and
Machine Learning Platforms
Subex, a pioneer in the space of telecom AI, has been named in 2022 Gartner® Market
Guide for Multipersona Data Science and Machine Learning Platforms (DSML). According to
this Market Guide for Multipersona Data Science and Machine Learning Platforms, "Data
science and machine learning are evolving rapidly with key trends such as augmentation and
democratization. To support the needs of an increasingly diverse group of technical and
nontechnical roles, data and analytics leaders should apply multipersona DSML platforms.
Ethio Telecom selects HyperSense Fraud Management
Subex announced that it has been selected by Ethio Telecom to deploy its Fraud
Management solution. The solution, which is built on Subex's AI orchestration platform,
HyperSense, will replace Ethio Telecom's existing legacy fraud management system, thereby
enabling them to move from a traditional rules-based approach to an AI-first approach.
This approach will, in-turn, enable them to detect new and unknown threats in real-time.
Unitel selects Subex for protection against telecom fraud
Subex announced that it has been selected by Asian telecommunications and internet
major Unitel LLC to help the operator in its fight against fraud and digital crimes. As
part of the agreement, Subex's Signaling Security solution will help Unitel leverage
signaling data for the early detection and mitigation of all types of fraud, thereby
ensuring the prevention of any loss of information or revenue.
Subex to Showcase its AI Solutions at MWC
Subex showcased of its AI solutions at MWC. Subex showcased its award-winning platform,
HyperSense AI, and its capabilities to cover many AI-related use cases. Towards this,
Subex demonstrated its HyperSense AI-led solutions to drive growth, protect revenues,
enhance profitability, optimize Capex and expand digital service offerings.
8. SUBSIDIARIES (WHOLLY OWNED AND OTHER SUBSIDIARIES)
As on March 31, 2023, the Company has 11 subsidiaries.
SUBEX ASSURANCE LLP AND ITS SUBSIDIARIES
For the year ended March 31, 2023, Subex Assurance LLP earned a net income of ` 2,318
lakhs as against net income of ` 29,204 lakhs in the previous year and a net loss of ` 793
lakhs, as against a net Profit of ` 1,353 lakhs in the previous year.
As at March 31, 2023, Subex Limited held 99.99 % of the capital in Subex Assurance LLP
and the balance is held by Subex Digital LLP
• Subex (UK) Limited is a wholly owned subsidiary of Subex Assurance LLP. For the
year ended March 31, 2023, the Standalone net income of Subex (UK) Limited was `Rs17,908
lakhs as against `RS 18,820 lakhs in the previous year, and a net loss of `Rs 934 lakhs as
against RS ` 84 lakhs in the previous year.
• Subex (Asia Pacific) Pte. Limited is a wholly owned subsidiary of Subex (UK)
Limited. For the year ended March 31, 2023, the Standalone net income of Subex (Asia
Pacific) Pte. Limited was `Rs 5,073 lakhs as against Rs` 3,895 lakhs in the previous year,
and a net profit of ` 101 lakhs as against a net profit of `Rs 143 lakhs in the previous
year.
• Subex Inc. is a wholly owned subsidiary of Subex (UK) Limited. For the year
ended March 31, 2023, the Standalone net income of Subex Inc. was `RS 5,980 lakhs as
against
Rs` 9,727 lakhs in the previous year, and the net profit of
Rs` 272 lakhs as against a net profit of `Rs 914 lakhs in the previous year.
• Subex Middle East (FZE) is a wholly owned subsidiary of Subex Assurance LLP. For
the year ended March 31, 2023, the standalone net income of Subex Middle East (FZE) is
Rs` 765 lakhs as against RS` 2,889 lakhs in the previous year and net loss of Rs` 1486
lakhs as against a net loss of RS 518 lakhs in the previous year.
• Subex Bangladesh Private Limited, is a wholly owned subsidiary of Subex
Assurance LLP. For the year ended March 31, 2023, the standalone net income of Subex
Bangladesh Private Limited is ` 526 Lakhs as against ` 903 lakhs and net loss of ` 69
lakhs as against ` 20 lakhs.
SUBEX DIGITAL LLP
For the year ended March 31, 2023, Subex Digital LLP earned a net income of ` 2,324
lakhs as against ` 1,839 lakhs in the previous year, and a net loss of Rs` 2,355 lakhs as
against a net loss of RS` 2,618 lakhs in the previous year.
As at March 31, 2023, Subex Limited held more than 99.99% of the capital in Subex
Digital LLP and the balance is held by Subex Assurance LLP.
SUBEX TECHNOLOGIES LIMITED
Subex Technologies Limited is a wholly owned subsidiary of Subex Limited. For the year
ended March 31, 2023, Subex Technologies Limited incurred a net loss of ` 3 lakhs as
against net loss of ` 4 lakhs in the previous year.
SUBEX AMERICAS INC.
For the year ended March 31, 2023, the standalone net income of Subex Americas Inc. is
` 982 lakhs as against ` 1,083 lakhs in the previous year, and a net loss is ` 56 lakhs as
against a net loss of ` 33 lakhs in the previous year.
Subex Azure Holding Inc., is a wholly owned subsidiary of Subex Americas Inc. There
were no transactions during the year under review.
As on March 31, 2023, Subex Limited holds 100 common shares (92.59%) in the capital of
Subex Americas Inc.
SUBEX ACCOUNT AGGREGATOR SERVICES PRIVATE LIMITED
Subex Account Aggregator Services Private Limited is a wholly owned subsidiary of Subex
Limited. For the year ended March 31, 2023, the Standalone net income of Subex Account
Aggregator Services Private Limited was ` 8 lakhs, and a net loss of ` 3 lakhs.
The above-mentioned numbers are as per the audited financial statements of respective
subsidiaries.
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared
consolidated financial statements of the Company and all its subsidiary companies, which
forms part of the Annual Report. A statement containing salient features of the financial
statements of the subsidiaries of the Company in Form AOC 1 forms part of the annexure to
the Standalone Financial Statements.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the
Annual Report of the Company, containing therein its standalone and the consolidated
financial statements has been placed on the website of the Company under the following
link https://www.subex.com/investors/ shareholder-services/.
Further, as per the fourth proviso to the said Section, audited Annual Accounts of each
of the subsidiary companies have also been placed on the website of the Company under the
following link https://www.subex.com/investors/shareholder-services/.
9. DEPOSITS
Your Company has not accepted any deposits from the public during the year and there
are no deposits which are remaining unclaimed or unpaid as at the end of the year and, as
such, no amount of principal or interest was outstanding as on the date of the Balance
sheet.
10. EMPLOYEE STOCK OPTIONS SCHEMES
The Employee Stock Option scheme of the Company endeavors to provide incentives and
retain employees who contribute to the growth of the Company. During the year under
review, there has been no variation in the terms of the existing ESOP scheme. Additional
details have also been disclosed under Note 34 to the standalone financial statements
which forms part of the Annual Report.
Details of the Company's Employee Stock Option Plans and a summary disclosure in
compliance with Companies (Share Capital and Debentures) Rules, 2014 forms part of this
report as "Annexure A". The details as required under the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, are available on the Company's website under the following link
https://www.subex.com/ investors/announcement-filing/#other-intimations.
EMPLOYEE STOCK OPTION PLAN-2018
The Company, pursuant to resolutions passed by the Board and the Shareholders dated
June 26, 2018 and July 31, 2018, respectively, had adopted the Subex Employees Stock
Option Scheme-2018 ("ESOP – 2018" or "Plan"). This scheme was
formulated in accordance with the Securities & Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014.
The Board authorized the Nomination & Remuneration Committee, or such other
person(s) as may be authorized by the Nomination & Remuneration Committee for the
superintendence and administration of the Plan. The ESOP Plan has been implemented through
the Subex Employee Welfare & ESOP Benefit Trust "ESOP Trust", which is
authorized to acquire shares of the Company through secondary market for providing such
share based payments to its employees. Total number of Options granted/to be granted under
the Scheme shall not exceed 5% (Five percent) of the paid- up equity capital as on March
31, 2018. No options were granted to the eligible employees during the financial year
2022-23.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees or Investments covered under Section 186 of the Companies
Act 2013, are given in note number 31 & 32 to the Standalone Financial Statements.
12. MATERIAL CHANGES AND COMMITMENTS, EFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes for the period between end of the financial year
2022-23 and the date of this report, affecting the financial position of the Company.
13. CORPORATE GOVERNANCE
Your Company strongly believes that the spirit of Corporate Governance goes beyond the
statutory form. Sound Corporate Governance is a key driver of continuous corporate growth
and long-term value creation for the stakeholders and protection of their interests. It
endeavors to meet the growing aspirations of all stakeholders including shareholders,
employees, customers, vendors and is committed to maintaining the highest level of
transparency, accountability, and equity in its operations. It always strives to follow
the path of good governance through a broad framework of various processes.
Your Company has complied with the conditions of Corporate Governance as stipulated
under the SEBI (LODR) Regulations, 2015, as amended from time to time. The Auditor's
certificate on 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
Governance guidelines.
14. MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis as stipulated under Regulation 34 of the SEBI
(LODR) Regulations, 2015 is presented in a separate section forming part of this Annual
Report.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company is formed with an optimum combination of Executive and
Non-Executive Directors, which not only meet the legal obligation but also make a
diversified Board with a mixed blend of experiences, expertise, and professionals. The
details of Board and committee composition, tenure of directors, areas of expertise and
other details are available in the Corporate governance report that forms part of this
Annual Report.
RETIREMENT BY ROTATION
As per Section 152 of the Companies Act, 2013, at least two- thirds of the Directors
shall be subject to retirement by rotation. One-third of such Directors must retire from
office at each Annual General Meeting "AGM" of the shareholders and a retiring
Director is eligible for re-election. Accordingly, Mr. Anil Singhvi, Non-executive,
Non-Independent Director, who retires by rotation at the ensuing AGM and being eligible,
offers himself for re-appointment.
APPOINTMENT/ RE-APPOINTMENT/CESSATION
Mr. Vinod Kumar Padmanabhan at the Board Meeting held on April 17, 2023, had requested
early retirement from the position of Managing Director & Chief Executive Officer of
the Company which would have been otherwise valid till March 31, 2024. The Board of
Directors took note of it and reluctantly accepted his request. Mr. Vinod Kumar
Padmanabhan continued as the Managing Director & Chief Executive Officer of the
Company till close of business hours on May 1, 2023, and is currently serving on the Board
of the Company as Non-Executive, Non-Independent Director.
Ms. Nisha Dutt resigned as Non-Executive Independent Director of the Company with
effect close of business hours on May 1, 2023. Further, the Board of Directors, on the
recommendation of the Nomination & Remuneration Committee appointed Ms. Nisha Dutt as
the Chief Executive Officer of the Company with effect from May 2, 2023.
The Board of Directors, at its meeting held on February 3, 2023, based on the
recommendation of Nomination & Remuneration Committee had re-appointed Mr. Shiva
Shankar Naga Roddam, as a Whole-Time director (liable to retire by rotation) of the
company for a further period of 3 (three) years, with effect from February 7, 2023 to
February 6, 2026, subject to the approval of the Members. The Company proposed the special
resolution for obtaining the shareholders' approval vide Postal Ballot Notice dated
February 3, 2023. However, the Special Resolution proposed in the Postal Ballot notice
dated February 3, 2023 was not passed by requisite majority. Consequently, Mr. Shiva
Shankar Naga Roddam discontinued as a Director as well as Whole-time Director of the
Company with effect from close of business hours on May 03, 2023.
The Board of Directors at its meeting held on August 8, 2023, based on the
recommendation of Nomination & Remuneration Committee has appointed Mr. Rupinder Goel
and Ms. Archana Muthappa as Additional Directors (Category: Non-Executive, Independent) on
the Board of the Company for a period of
3 (three) years commencing from August 8, 2023, subject to the approval of the
shareholders of the Company by way of a Special Resolution. The said agenda forms a part
of the Notice of the 29th Annual General Meeting which is being placed before
the shareholders for their approval.
The details regarding the familiarization program for Independent Directors is
available on the website of the Company under the link
https://www.subex.com/investors/shareholder-services/.
KEY MANAGERIAL PERSONNEL
The following have been designated as the Key Managerial Personnel of the Company
pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
| Sr. No. Name of Key Managerial Personnel |
Designation |
| 1. Mr. Vinod Kumar Padmanabhan (Resigned w.e.f. May 1, 2023) |
Managing Director & CEO |
| 2. Ms. Nisha Dutt (assumed the role of CEO with effect from May 2, 2023) |
Chief Executive Officer |
| 3. Mr. Shiva Shankar Naga Roddam (Resigned w.e.f. May 3, 2023) |
Whole-time Director & COO |
| 4. Mr. Sumit Kumar |
Chief Financial Officer |
| 5. Mr. G V Krishnakanth |
Company Secretary & Compliance Officer |
16. BOARD MEETINGS
During the year, five Board Meetings were convened and held. The intervening gap
between the 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 |
| 1/2022-23 |
April 5, 2022 |
| 2/2022-23 |
May 30, 2022 |
| 3/2022-23 |
August 8, 2022 |
| 4/2022-23 |
November 14, 2022 |
| 5/2022-23 |
February 3, 2023 |
The details of the attendance of the Directors are provided in the Report on Corporate
Governance.
17. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI
(LODR) Regulations, 2015, the Board at its meeting held on April 17, 2023, carried out an
annual performance evaluation of its own performance, the Chairman and the Directors
individually, as well as the evaluation of the working of its committees. The manner of
evaluation has been explained in the Report on Corporate Governance.
The Independent Directors of the Company at its separate meeting held during the year
also reviewed the performance of Non-Independent Directors and Board as a Whole and
Chairman of the Company taking into account the views of Executive Directors and
Non-Executive Directors.
18. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
The Company's Policy on Director's Appointment and Remuneration has been uploaded on
the website of the Company https://www.subex.com/investors/shareholder-services/.
Disclosure pertaining to remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure D",
which is annexed hereto and forms part of the Directors' Report.
19. AUDIT COMMITTEE
As on March 31, 2023, the Audit Committee consisted of 4 (four) Directors as its
members.
| Composition |
Category |
| Ms. Nisha Dutt (Chairperson) |
Independent Director |
| Mr. Anil Singhvi |
Non-Executive, Non-Independent Director |
| Ms. Poornima Prabhu |
Independent Director |
| Mr. George Zacharias |
Independent Director |
Note: The Board re-constituted the Committee with effect from May 02, 2023 pursuant to
the changes in the Board of Directors
The role, terms of reference, authority and power of the Audit Committee are in
conformity with the provisions of the Companies Act, 2013 and Regulation 18 of the SEBI
(LODR) Regulations, 2015 (including amendments thereto).
20. AUDITORS
There are no instances of frauds reported by auditors pursuant to sub-section (12) of
Section 143 which are reportable to the Central Government.
STATUTORY AUDITORS
M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (FRN
101049W/E300004), were appointed as the Statutory Auditors of the Company for a term of 5
years at the 21st AGM of the Company held on June 19, 2015. Based on the
recommendations of the Audit Committee, the Board at its meeting held on May 11, 2020,
approved the re-appointment of M/s. S. R. Batliboi & Associates LLP for a term of 5
years, from the conclusion of the 26th AGM up to the conclusion of the 31st
AGM and the said re-appointment was approved by the members at the 26th AGM of
the Company.
There are no qualifications, reservations, adverse remarks or disclaimers made by
Statutory 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 has
appointed M/s. V Sreedharan & Associates, a firm of Company Secretaries in practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report and the
Annual Secretarial Compliance Report are annexed herewith as "Annexure C".
The Secretarial Audit Report for the year ended March 31, 2023, does not contain any
qualifications, reservations, or adverse remarks.
21. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, a statement comprising the names of top 10 (ten) employees in terms of remuneration
drawn and every person employed throughout or part of the financial year, who were in
receipt of remuneration as per the prescribed limit, forms part of Directors' Report.
The above Annexure is not being sent along with this Annual Report to the Members of
the Company in line with the provision of Section 136 of the Companies Act, 2013. Members
who are interested in obtaining these particulars may write to the Company Secretary at
investorrelations@subex.com. The aforesaid Annexure is also available for inspection by
Members on any working day at the Registered Office of the Company up to the date of the
Annual General Meeting. Members seeking to inspect such documents can send an email at investorrelations@subex.com.
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Securities and Exchange Board of India (‘SEBI'), in May 2021 introduced new
sustainability related reporting requirements to be reported in the specific format which
is a notable departure from the existing Business Responsibility Report and a significant
step towards giving platform to the companies to report the initiatives taken by them in
areas of environment, social and governance. Further, SEBI has mandated the top 1000
listed companies, based on market capitalization, to transition to Business Responsibility
and Sustainability Reporting from FY 2022-23 onwards. In line with the above, the Business
Responsibility and Sustainability Report forms part of this report and is also available
on the Company's website at https://www.subex.com/.
23. CONSERVATION OF ENERGY
Your Company is committed to the continual development of its products in a sustained
environment, helping its customers to operate their businesses more efficiently and
enabling them to reduce their use of sparse resources and minimize waste.
As a software product Company, the impact that the Company has on the environment from
its 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 impact
that global business has on the environment. Subex is committed to following the best
practices to reduce utilization of power, natural resources like water and limited E-Waste
disposal, executed through government recognized agencies. Though Subex does not fall
under the category of manufacturing products and services impacting the environment, we
implement few of the best practices with minimal investments through a five-year plan -
agreement with an industry stalwart having expertise in energy conservation. This
investment thereby results in monetary benefits / savings month on month, helping us
recover the invested amount in a few months, ensuring continued savings through this
initiative.
The Company has reduced its energy consumption and has added to its efforts of being
eco-friendly. Suppliers delivering the products to Subex like lighting, diesel generators
etc., 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 plastics, electricity and water, along with an
increase in amount of waste that is recycled/ reused etc.
iii. Increasing the awareness on environment safety and engagement of employees in such
measures.
iv. Adopting sustainable practices designed to ensure the health and safety of Subex's
employees, stakeholders, and the environment.
v. Operating its business in compliance with applicable environmental laws and
regulations.
24. TECHNOLOGY ABSORPTION, ADOPTION, INNOVATION AND PRODUCT DEVELOPMENT
Subex is one of the first Product companies from India and is the first Product company
from India in the Telecom domain.
The portfolio of products has contributed to success in this domain and has also built
a strong foundation to add value to our customers, independent of the economic and market
conditions. The last few years have seen a rapid change in technologies being leveraged
and this has been further influenced by the Digital Transformation of services and
portfolio within our customer base. Subex has a dedicated team to explore these new
technologies which then contribute to innovations on the existing Portfolio as well as
creation of new Product Intellectual Property. The Products developed and released by this
team influence our ability to compete and win, while also delivering value to our
customers. Please refer the Management Discussion & Analysis for further details on
our products.
25. FOREIGN EXCHANGE INFLOW AND OUTFLOW
During the year 2022-23, total foreign exchange inflow and outflow of the Company is as
follows:
i) Foreign Exchange inflow ` Rs 23,601 lakhs (Previous Year Rs 3,510 lakhs)
ii) Foreign Exchange outflow Rs` 10,592 lakhs (Previous Year Rs` 511 lakhs)
26. CORPORATE SOCIAL RESPONSIBILITY
To enable contribution to the society and other stakeholders, the Company has
constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of
the following Directors as on March 31, 2023:
| Composition |
Category |
| Mr. Anil Singhvi (Chairman) |
Non-Executive, |
|
Non-Independent Director |
| Ms. Nisha Dutt |
Independent Director |
| Mr. Vinod Kumar Padmanabhan |
Managing Director & CEO |
| Mr. Shiva Shankar Naga Roddam |
Whole-Time Director & |
|
COO |
Note: The Board re-constituted the Committee with effect from May 02, 2023 pursuant to
the changes in the Board of Directors
Pursuant to the CSR Policy adopted by the Board, the Company proposes to undertake such
activities as may be useful and contributive in nature.
Particulars required to be disclosed pursuant to the Companies (Corporate Social
Responsibility Policy) Rules, 2014, (including amendments, if any) are given in
"Annexure F" to this report.
The CSR Committee charter and the CSR Policy of the Company are available on the
website at the below link https://www.subex.com/investors/shareholder-services/.
SUBEX CHARITABLE TRUST
The Subex Charitable Trust ("SCT") extends the outlook of Subex as a
corporate entity into community service. SCT was set up to provide welfare activities for
the underprivileged and the needy in society. SCT is managed by trustees elected from
among the employees of the Company. Please refer page 12 of the Annual Report for details
of the activities conducted during the year.
27. RISK MANAGEMENT POLICY & IMPLEMENTATION
The Risk Management Committee, as required under Regulation 21 of the SEBI (LODR)
Regulations, 2015 has been constituted by the Company. According to Regulation 21(5) of
the said Regulations, the provisions of Risk Management Committee shall be applicable to
top 1000 listed entities, determined based on market capitalization.
The Company has developed and adopted a Risk Management Policy. This policy identifies
all perceived risks which might impact the operations and on a more serious level also
threaten the existence of the Company. Risks are assessed department wise such as
financial risks, information technology related risks, legal risks, accounting fraud, etc.
The Management also ensures that the Company is taking appropriate measures to achieve
prudent balance between risk and reward in both ongoing and new business activities.
28. HUMAN RESOURCE MANAGEMENT
A detailed report on Human Resource Management is given in the Management Discussion
and Analysis, forming part of the Annual Report.
29. CREDIT RATING:
During the financial year 2022-23, CRISIL vide its letter ref no.
RL/GDS21072/301927/Corporate Credit Rating/1022/44925/96327563 dated October 19, 2022,
has, after due consideration, revised the Corporate Credit Rating (CCR) of Subex Limited
to CCR BBB+/Negative (pronounced as CCR triple B plus rating with Negative outlook) from
CCR A-/ Stable (pronounced as CCR A minus rating with Stable outlook). Based on the
request of the Company vide its letter dated March 28, 2023, requesting CRISIL Ratings to
withdraw the outstanding Corporate Credit Rating of Subex Limited, CRISIL vide its letter
ref no. RL/GDS21072/317608/Corporate Credit Rating/0423/57907/96327563 dated April 21,
2023, has withdrawn the "CCR BBB+Negative" (pronounced as CCR triple B plus
rating with Negative outlook) rating assigned to the Company.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
In accordance with the provision of Section 134(5)(e) of the Companies Act, 2013 and as
per the provisions of the SEBI (LODR), Regulations, 2015, the Company has an Internal
Control 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 of
any material weakness in the Company. The Directors have in the Directors Responsibility
Statement under paragraph (e) of the Section confirmed the same to this effect. The
Company has policies and procedures in place for ensuring proper and efficient conduct of
its business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and timely preparations,
reliable financial information. The Company has adopted accounting policies which are in
line with Indian Accounting Standards ("Ind AS").
Pursuant to the provisions of Section 134(5)(f) of the Act, the Company during the year
devised proper systems to ensure compliance with the provisions of all applicable laws. In
effect, such a compliance system was largely found to be adequate and operating
effectively. 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 effectiveness and adequacy of the
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of Internal Auditors, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
Subex is certified for ISO 9001:2015 (Quality Management System) and ISO 27001:2013
(Information Security Management System). Internal audits are conducted periodically for
projects and support functions to adhere to these international standards. These audits
are conducted across Bengaluru, UK and US locations to ensure processes are followed to
provide a better customer experience. Summary of the audits are shared across organization
to help understand strengths and weaknesses in the system. People's involvement in
organization process initiatives is one that approaches towards achieving better
compliance, standardizing activities to consistently achieve better customer satisfaction.
This year Subex focused on additional security awareness programs and improve the
existing business continuity controls owing to the pandemic. Additionally, we continued to
identify and involve relevant stakeholders to review and align the processes to Subex's
Business objectives.
31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has implemented a vigil mechanism policy to deal with instances of fraud,
leakage of unpublished price sensitive information and mismanagement, if any. The policy
also provides for adequate safeguards against victimization of persons who use such a
mechanism and makes provision for direct access to the Chairperson of the Audit Committee
in all cases. The details of the policy are posted on the website of the Company under the
link https://www.subex.com/investors/ shareholder-services/. There were no complaints
received during the year 2022-23.
32. POLICY ON SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. All employees (permanent, contractual, temporary, trainees) are covered under
the said policy. An Internal Complaints Committee (ICC) chaired by a senior female
employee 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.
33. RECLASSIFICATION OF PROMOTER/ PROMOTER GROUP:
During the financial year 2022-23, the Company vide e-mail dated July 29, 2022, had
received request letters dated 28th July, 2022 from Mr. Subash Menon,
Mr. Sudeesh Yezhuvath, Promoters of the Company and Kivar Holdings Pvt. Ltd, member of the
Promoter Group of the Company, to reclassify themselves from the existing
"Promoters/Promoter Group category" to "Public category" of the
Company, pursuant to Regulation 31A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. After analyzing the said request of reclassification and
having discussed in detail, the Board of Directors of the company at their meeting held on
August 8, 2022, had favorably considered the request for reclassification and have
accorded their approval to the said re-classification subject to the approval of the
members of the Company and the other regulatory authorities, if any, in terms of
Regulation 31A of SEBI (LODR) Regulations, 2015. Further, the shareholders of the Company
at the 28th Annual General Meeting held on Monday, September 19, 2022, have approved the
reclassification request received from Mr. Subash Menon, Mr. Sudeesh Yezhuvath and Kivar
Holdings Private Limited, Persons belonging to Promoter & Promoter Group for
reclassification from "Promoter/Promoter Group" category to "Public"
category.
Subsequently, the Company has filed an application dated October 17, 2022, with the BSE
Limited and National Stock Exchange of India Limited. The Company also provided its
responses to the queries raised by the respective exchange(s) and is awaiting the approval
of the exchange(s).
34. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
35. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There were no
materially significant related party transactions made by the Company with its Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. Further, none of the Directors had any
pecuniary relationships of transactions vis-? -vis the Company.
All related party transactions are placed before the Audit Committee and the Board for
approval. Prior omnibus approval of the Audit committee is obtained for transactions which
are of a foreseen and repetitive nature. A statement giving details of all related party
transactions entered pursuant to the omnibus approval so granted, is placed before the
Audit Committee and the Board of Directors for their review on a quarterly basis.
The Company has entered into sub-contracting arrangements with its subsidiaries, based
on transfer pricing methodology, for development and enhancement of its products as well
as marketing of its products by the subsidiaries across locations. The Company has also
entered marketing arrangements with its subsidiaries wherein there is a cross-charge done
by the subsidiaries towards its efforts for the same.
The Policy on Related party transactions as approved by the Board is uploaded on the
Company's website under the link https://www.subex.com/investors/shareholder-services/.
Particulars of Contracts or Arrangements with Related parties referred to in Section
188(1) in Form AOC 2 are enclosed to this report as "Annexure E".
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material order passed by the Regulators or Courts during
the financial year 2022-23
37. ANNUAL RETURN
A copy of the Annual Return of the Company for the Financial Year 2022-23, as required
under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration) Rules, 2014 shall be placed on the Company's
website at https://www.subex. com/investors/announcement-filing/#disclosures.
38. LISTING WITH STOCK EXCHANGES
The Company has paid the Annual Listing Fees for the year 2022-23 and 2023-24 to the
Exchanges' where the Company's shares are listed i.e., the National Stock Exchange of
India Limited (‘NSE') and BSE Limited (‘BSE').
39. MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under Section 148
(1) of the Companies Act, 2013, is not applicable to the Company as the Company operates
out of a Special Economic Zone (SEZ).
40. INSOLVENCY AND BANKRUPTCY CODE
During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the
details of application made or proceeding pending at the end of financial year is not
applicable.
41. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014
During the year, there were no instances where your Company required the valuation for
one time settlement or while taking the loan from the Banks or Financial institutions.
42. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provision of Section 134(3)(c) of the Companies Act, 2013, the
Board of Directors affirms:
a) In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
b) That the accounting policies have been selected and applied consistently and it has
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 of March 31, 2023, 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 provisions of the Companies Act, 2013 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, 2023, have been prepared on a going
concern basis;
e) That internal financial controls have been laid down to be followed by the Company
and such internal financial controls were adequate and were operating effectively; f) That
systems to ensure compliance with the provisions of all applicable laws were in place and
such systems were adequate and operating effectively.
43. APPRECIATION/ACKNOWLEDGEMENTS
Your Directors thank the customers, vendors, investors, shareholders' and bankers for
their continued support during the year. We place on record our appreciation for the
support / co-operation extended by the various departments of Government of India,
Government of Karnataka, Central and State Government authorities particularly SEZ
authorities, Ministry of Corporate Affairs, Central Board of Direct Taxes, Central Board
of Indirect Taxes and Customs, Banks, the Ministry of Commerce and Industry, Ministry of
Labour and Employment, Reserve Bank of India, the Securities and Exchange Board of India,
BSE Limited, National Stock Exchange of India Limited, National Securities Depository
Limited, Central Depository Services (India) Limited, the National Company Law Tribunal,
Bengaluru Bench and other State Government authorities and look forward to their support
in all future endeavors.
Your Directors also wish to place on record their deep appreciation to Subexians at all
levels for their hard work, solidarity, co-operation, and support, as they are
instrumental in your Company scaling new heights, year after year.
For Subex Limited
Anil Singhvi
Chairman, Non-Executive, Non-Independent Director
Place: Bengaluru
Date: August 8, 2023
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