Dear Members,
The Directors present their report on the business and operations of
your Company along with the Annual Report and audited financial
statements for the financial year 2010 2011.
Financial highlights
As per Indian GAAP Unconsolidated financial statements:
(All amounts in Rs. millions)
Particulars Year ended Year ended
March 31, 2011 March 31, 2010
Revenue 23,605.06 22,434.70
Income from operations before
depreciation & amortisation 9,302.76 8,530.50
Depreciation & amortisation (336.49) (374.10)
Provision for diminution in value
of investment (25.42)
Interest/other income (expenses), net 1,383.95 681.02
Foreign exchange gain/(loss), net 19.07 (1,363.74)
Income before taxes 10,343.87 7,473.68
Provision for tax (664.07) (865.19)
Net income 9,679.80 6,608.49
Balance brought forward 21,683.92 15,075.43
Profit available for appropriation 31,363.72 21,683.92
Appropriations
Balance carried forward 31,363.72 21,683.92
As per Indian GAAP Consolidated financial statements:
(All amounts in Rs. millions)
Particulars Year ended Year ended
March 31, 2011 March 31, 2010
Revenue 29,969.32 28,739.74
Income from operations before
depreciation & amortisation 11,219.92 10,281.02
Depreciation & amortisation (408.17) (488.65)
Impairment loss
Interest/other income (expenses) 1,668.26 (856.17)
Exceptional item
Income before taxes 12,480.01 8,936.20
Provision for tax (1,370.12) (1,197.69)
Net income for the year before
minority interest, share of profit
(loss) of associate 11,109.89 7,738.51
Minority interest (1.87)
Share of profit (loss) of associate
Net income 11,109.89 7,736.64
Performance
On an unconsolidated basis, your Company''s revenue grew to Rs. 23,605
million during the financial year 2010 2011 from Rs. 22,435 million
last year. This represents a growth of 5.22%. The Company''s net income
for the financial year 2010 2011 has increased to Rs. 9,680 million, an
increase of 46.49% over the previous financial year.
Revenue, on the basis of consolidated financials, stood at Rs. 29,969
million this year, an increase of 4.28% from Rs. 28,740 million as
compared to the previous financial year. The net income increased to Rs.
11,110 million this year, an increase of 43.60%.
A detailed analysis of the financials is given in the Management''s
discussion and analysis report that forms a part of this Directors''
report.
Dividend
Your Company has plans to capitalise on the opportunities emerging from
current market conditions and needs to invest in business growth.
Keeping this in view, the Board has decided not to declare dividend for
the financial year 2010 2011. The funds will be used to further
invest in new product development, infrastructure expansion and other
growth opportunities to enhance the solution offerings, market reach
and delivery capabilities and sustain the leadership position of your
Company.
Transfer to reserves
The Company does not propose to transfer any amount to the General
Reserve out of the amount available for appropriation. An amount ofRs.
31,363.72 million is proposed to be retained in the Profit & Loss
Account.
Share capital
During the year, the Company allotted 39,945 equity shares of face
value ofRs. 5/Rs. each to its eligible employees, who exercised their
options under the Employee Stock Option Scheme 2002. As a result, as on
March 31, 2011, the paidRs.up equity share capital of the Company
increased to Rs. 419,474,010/Rs. divided into 83,894,802 equity shares of
face value ofRs. 5/Rs. each.
Oracle''s holding in the Company
As on March 31, 2011, Oracle Global (Mauritius) Limited held 67,481,698
equity shares (80.44% of the equity capital) of the Company.
Directors
Mr. Derek H Williams and Mr. William T Comfort, Jr., Directors of the
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for reRs.appointment.
Ms. Dorian Daley is liable to retire by rotation at the ensuing Annual
General Meeting and has not offered herself for reRs.appointment.
Pursuant to Section 260 of the Companies Act, 1956, Mr. Chaitanya Kamat
and Mr. S Venkatachalam, were appointed as Additional Directors of the
Company on October 25, 2010. Mr. Robert K Weiler, Executive Vice
President of Oracle Corporation was appointed as Additional Director of
the Company on July 4, 2011. They hold office up to the date of the
ensuing Annual General Meeting. The Company has received Notices in
writing from Members, pursuant to Section 257 of the Companies Act,
1956, proposing the candidature of Mr. Chaitanya Kamat, Mr. S
Venkatachalam and Mr. Robert K Weiler for the office of a Director.
Pursuant to the provisions of Sections 198, 269, 309, 310 and other
applicable provisions, if any, of the Companies Act, 1956, the Board
subject to the approval of the members appointed Mr. Chaitanya Kamat as
the Managing Director and Chief Executive Officer of the Company for a
period of three years beginning from October 25, 2010 to October 24,
2013. Mr. Chaitanya Kamat shall be liable to retire by rotation.
As stipulated under Clause 49 of the Listing Agreement entered into
with the stock exchanges, brief resumes of the Directors proposed to be
appointed/reRs.appointed, the nature of their expertise in specific
functional areas and the names of companies in which they hold
directorships and membership/chairmanship of Board Committees, are
provided in the Report on Corporate Governance forming a part of the
Annual Report.
The Board recommends to the members the resolutions for reRs.appointment
of Mr. Derek H Williams and Mr. William T Comfort, Jr. as Directors of
the Company. The Board also recommends the appointment of Mr. Chaitanya
Kamat, Mr. S Venkatachalam and Mr. Robert K Weiler as Directors. It
further recommends the appointment and remuneration payable to Mr.
Chaitanya Kamat, Managing Director and Chief Executive Officer of the
Company.
During the year, the following ceased to be directors of the Company:
- Mr. Rajesh Hukku and Mr. R Ravisankar w.e.f. April 29, 2010
- Mr. Charles Phillips w.e.f. July 22, 2010
- Ms. Tarjani Vakil w.e.f. August 25, 2010
- Mr. N R Kothandaraman (N R K Raman) w.e.f. October 25, 2010
- Mr. Joseph John w.e.f. March 31, 2011.
The Board placed on record its appreciation of the services rendered by
Mr. Rajesh Hukku, Mr. R Ravisankar, Mr. Charles Phillips, Ms. Tarjani
Vakil, Mr. N R K Raman and Mr. Joseph John, during their tenure as
Directors of the Company.
Infrastructure
The Board has adopted a consolidation plan to save cost and use the
premises more efficiently. As such, the leases on the following office
premises were surrendered and staff relocated:
- Mumbai: the office premises at Andheri and staff relocated to the
Vile Parle office premises
- Pune: the office premises at Kothrud and staff relocated to the
Ambrosia owned premises
- Bangalore: the office premises at RMZ NXT and staff relocated to the
Millenium Tower office premises
- Chennai: the office premises at Nungambakkam and staff relocated to
the GVS office premises.
Corporate developments
During the year, the following developments took place on the
subsidiary front:
- Castek Inc., Castek Software Factory Ltd. and Castek RBG Inc.,
dissolved with effect from September 1, 2010
- The name of iRs.flex Processing Services Inc., was changed to Oracle
(OFSS) BPO Services Inc., with effect from February 22, 2011
- iRs.flex solutions Inc. (Canada) dissolved with effect from March 31,
2011.
Global alliances
Your Company attaches great importance to building and expanding its
partner network with organisations which can promote, sell, implement
and support its offerings around the world. The partner network
currently comprises more than 35 resellers and 45 implementation
partners.
Leading System Integration (SI) Partners play an active role in
delivering solutions to customers of your Company. The SI Partners
deliver projects in the Confederation of Independent States, Latin
America, Middle East, Japan and India.
The highlight of our engagement with partners this year has been the
acceleration of our efforts to enable our partners to sell, implement
and support our product suite including Oracle FLEXCUBE and Oracle
Financial Services Analytical Applications. We have also begun the
migration of your Company''s partner network to the Oracle Partner
Network (OPN) in earnest. This migration will speed the enablement of
partners, leverage existing Oracle relationships to promote growth, and
benefit both sides of the partner relationship.
Subsidiaries
Your Company has subsidiaries in India, USA, Singapore, the
Netherlands, Canada, Mauritius, Greece, China and Chile to handle
operations, strengthen marketing and sales efforts, ensure deeper sales
penetration and provide postRs.sales support in these regions.
Pursuant to Section 212 of the Companies Act, 1956 (the Act), the
Company is required to attach to its Annual Report, the Balance Sheet,
Profit and Loss Account, Directors'' Report and the Report of the
Auditors (collectively referred to as the accounts and reports''), of
its subsidiaries for the year ended March 31, 2011.
The Ministry of Corporate Affairs has issued a General Circular No.:
2/2011 dated February 8, 2011 granting a general exemption to the
companies by stating that the provisions of Section 212 of the Act
shall not apply in relation to subsidiaries of companies subject to the
company fulfilling certain conditions stated in the said circular. We
are in compliance with the conditions stipulated by the Ministry of
Corporate Affairs. As such, the accounts and related reports of the
subsidiary companies are not attached to the Annual Report of the
Company for the year ended March 31, 2011.
The Company will make available the accounts and related information of
the subsidiary companies upon request by any member/investor of the
Company or its subsidiaries. Further, the accounts and related
information of the subsidiary companies will be kept open for
inspection by any member, at the registered office of the Company and
at the Registered Office of the subsidiaries during office hours of the
Company/subsidiaries and the same will also be available on the website
of the Company www.oracle.com/financialservices.
Fixed deposits
During the financial year 2010 2011, the Company has not accepted any
fixed deposits within the meaning of Section 58A of the Companies Act,
1956 and as such, no amount of principal or interest was outstanding as
of the date of the Balance Sheet.
Corporate governance
The Company has taken appropriate steps and measures to comply with all
the corporate governance and related requirements as envisaged under
Clause 49 of the listing agreement entered with stock exchanges and
Section 292A of the Companies Act, 1956.
Your Company has constituted five committees consisting of Board
members and other senior officials of the Company, namely, an Audit
Committee, Compensation Committee, ESOP Allotment Committee, Transfer
Committee and Shareholders'' Grievances Committee. A separate report on
Corporate Governance, along with a certificate of Statutory Auditors of
the Company, is annexed herewith. The Company is also supporting the Go
Green initiative announced by the Ministry of Corporate Affairs
allowing paperless compliance.
A certificate from the Managing Director and Chief Financial Officer of
the Company confirming internal controls and checks pertaining to
financial statements, as also declaring that all Board members and
senior management personnel have affirmed compliance with the Code of
Conduct for the financial year ended March 31, 2011, was placed before
the Board of Directors and the Board has noted the same. The said
certificate is annexed to the Directors'' report.
A list of the committees of the Board, names of their members, scope
and other related information are detailed in the Corporate Governance
Report.
Allotment of ESOP shares
The members of the Company at its Annual General Meeting held in 2001
had approved the issue of Stock Options to eligible
employees/directors. Accordingly, the Board approved the ESOP 2002 and
ESOP 2010 Schemes and granted options to eligible employees/directors
from time to time. The details are given below:
Financial year Total number of Options granted
Under ESOP 2002 Scheme
2001 2002 4,548,920
2002 2003 80,000
2003 2004 36,000
2004 2005 60,000
2005 2006 10,000
2006 2007 373,000
2007 2008 Nil
2008 2009 Nil
2009 2010 Nil
2010 2011 60,000
Under ESOP 2010 Scheme
2010 2011 618,000
Total 5,785,920
Pricing formula At the market price as on the
date of grant
Options vested at the end of
the financial year 2010 2011 141,537
Options exercised during 2010 2011 39,945
Total number of shares arising as a
result of exercise of options
during 2010 2011 39,945
Options lapsed
2002 2003 129,520
2003 2004 112,500
2004 2005 82,200
2005 2006 87,600
2006 2007 46,600
2007 2008 35,900
2008 2009 60,455
2009 2010 21,000
2010 2011 72,735
Total 648,510
Variation of terms of options None
Money realised by exercise of options
during the financial year 2010 2011 Rs. 50,126,813
Total number of options in force 807,702
EmployeeRs.wise details of options granted during the financial year
ended March 31, 2011 to:
Particulars Number of Options
i. Directors
Mr. Chaitanya Kamat ESOP 2002 60,000
Mr. Joseph John ESOP 2010 10,600
ii. Any other employee, who receives grant
in any one year of option amounting to 5%
or more of option granted during that year Nil
iii. Identified employees who were granted
option, during any one year, equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the
time of grant Nil
iv. Diluted Earnings Per Share (EPS)
pursuant to the issue of shares on exercise
of option calculated in accordance
with accounting standard 20 Earnings Per
Share'' issued by the Institute of Chartered
Accountants of India Rs. 115.23
Had compensation cost for the Company''s ESOP been determined based on
fair value at the grant dates, Company''s net profit and earnings per
share would have been reduced to proforma amounts indicated below:
(All amounts in Rs. thousands, except per share data)
Particulars March 31, 2011
Profit as reported 9,679,797
Less: Employee stock compensation under fair
value method (132,716)
Proforma profit 9,547,081
Earnings Per Share
Basic
As reported 115.40
Proforma 113.82
Diluted
As reported 115.23
Proforma 113.68
All stock options under the Employee Stock Options Plans were granted
at a prevalent market price on the date of grant. Accordingly, we have
calculated the compensation cost arising on account of stock options
granted using the intrinsic value method. Hence, the disclosure in
terms of Clause 12.1(n) of the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, is not applicable.
A summary of the activity in the Company''s ESOP (Scheme 2002) is as
follows:
Year ended March 31, 2011
Particulars Shares arising Weighted average
from options exercise
price (Rs.)
Outstanding at beginning of year 242,382 1,152
Granted 60,000 2,333
Exercised (39,945) 1,255
Forfeited (16,600) 1,291
Outstanding at end of the year 245,837 1,414
Vested options 141,537
Unvested options 104,300
A summary of the activity in the Company''s ESOP (Scheme 2010) is as
follows:
Year ended March 31, 2011
Particulars Shares arising Weighted average
from options exercise
price (Rs.)
Outstanding at beginning of year
Granted 618,000 2,050
Exercised
Forfeited (56,135) 2,050
Outstanding at end of the year 561,865 2,050
Unvested options 561,865
The fair value of stock options granted during the financial year 2010
2011 under ESOP 2002 Scheme and ESOP 2010 Scheme was Rs. 949.32 and Rs.
834.01 respectively, calculated as per the Black Scholes valuation
model as stated in 6b in the notes to accounts.
Human resources
Employees are our key assets and we continuously invest in them to
retain our competitive edge. We have created a healthy and productive
environment, together with a strong performance management system, to
encourage excellence. Our HR practices are among the best in the
industry. Our training initiative offers the best and latest in
technology, domain expertise and leadership.
This was a year spent in the consolidation of our resources. Your
Company continued to focus on productivity. Our total manpower at the
end of March 2011 was 9,652 as compared to 10,451 as on March 2010.
Corporate Social Responsibility
An initiative to support children, originally rolled out as iRs.flex for
children, is in its ninth successful year. Our Corporate Social
Responsibilities are managed by a committee of senior company officials
and volunteers from divisions and locations in India. Our policy is to
support activities which do not have any religious or political
affiliation. Your Company encourages employees to actively participate
in and drive such programs. We also support initiatives by our
employees and their family members in rural India. The initiative is
funded each year to support activities proposed to the committee by
employees.
Continuing support was given to a wide range of activities during
fiscal year 2010 2011, including construction of additional
facilities at schools and hospitals, scholarships for children with
special needs and making transportation arrangements for special need
schools. For the past 5 years your Company has supported an annual
athletic event for children.
Directors'' responsibility statement
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
i. In preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. The Directors have selected such accounting policies and applied
them 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 at the end of the financial year and of the profit of
the Company for that period;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
iv. The Directors have prepared the annual accounts on a going
concern'' basis.
Auditors
M/s. S. R. Batliboi & Associates, Chartered Accountants, the present
Statutory Auditors of the Company, hold office till the ensuing Annual
General Meeting and have confirmed their eligibility and willingness to
accept the office, if reRs.appointed.
Auditors'' Report
With regard to the Auditors'' comment in the CARO report concerning
delays in payment of a few tax payments, e.g., Service Tax, Income Tax,
Value Added Tax, Payroll Tax, the Company would like to state the
following:
i. The Company has sought help of tax experts in the interpretation of
laws and regulations relating to corporate taxes and VAT in foreign
countries. The Company has accrued the liabilities in the books taking
a conservative approach, however the payments shall be made to the
authorities in due course based on the final advice your Company
receives from tax experts.
ii. The Company has accrued interest on service tax liability for
import of taxable services as well as the domestic taxable services.
The amount shall be paid in due course.
iii. The Company continually assesses payroll tax implications in
various jurisdictions outside India on salaries and travel related
reimbursements paid to its employees posted therein and accordingly
makes accruals in the books. The Company is in the process of filing
the returns for payroll tax in such jurisdiction for which the
provision is already made in the books. As per the local laws of most
host countries, the tax is payable by the employee, however in a few
countries tax payment is a responsibility of the employer, which
amounts to Rs. 4.87 crore. The Company and the employees ensure tax
compliance in such countries as advised by the tax consultants.
iv. The amount of Income Tax payable is due to retrospective amendment
to Section 115JB of the Income Tax Act, 1961, and it will be paid
during assessment proceedings.
Conservation of energy, technology absorption and Foreign exchange
earnings and outgo
The particulars as prescribed under subRs.section (1)(e) of Section 217
of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo are furnished
hereunder:
i. Conservation of energy and technology absorption:
The company seeks, through various technology initiatives, to enhance
computing standards to make its information technology infrastructure
virtual, secure, cost effective and environment friendly. It seeks to
provide its users with enhanced computing systems and also fulfil its
obligation to the society and the environment.
Asset Disposal: Asset Management and disposal of old assets has been
one of the key initiatives of the year. The disposal of old assets was
done, keeping in mind eRs.waste and its impact on the environment. The
disposal was done in accordance with the government guidelines,
ensuring that the assets are disposed in a secure manner, without
impacting the environment.
Virtualisation: The benefits of virtualisation started accruing during
the first year of implementation. The key strategy for the previous
year was to optimise the benefits from the implementation. Virtualised
environments were extended from IT operations to client projects,
leading to reduction in overall cost and power consumption. This has
also enhanced client operations from an availability and security
perspective as well.
Office consolidation: On strategic analysis, it was observed that there
was a lot of duplication of effort and technology in managing IT
operations. Our focus shifted from technology advancement to ensuring
that this duplication did not lead to nonRs.standardisation of services
to users. Therefore we decided on office consolidation and Pune is the
first location to have achieved it in record time and without any
setbacks. This consolidation has enabled greater utilisation of human
effort as well as provided a platform for effective technology
management. This has reduced operating cost by one third due to
reduction in power consumption. This will be replicated across all
locations as part of the strategy for FY12.
The Datacentres at the new offices are designed to optimise on power
consumption and also incorporate environmentally friendly systems such
as high end gas suppression systems and early smoke detection systems.
Overall the efforts at Oracle are to optimise performance, minimise
costs and balance them keeping in mind our accountability to the
environment as well.
ii. Foreign exchange earnings and outgo:
(All amounts in Rs. millions)
Foreign Exchange Earnings* 22,666.87
Foreign Exchange Outgo 6,462.92
(Including capital goods & other expenditure)
* Excluding reimbursement of travelling expenses and interest income.
Prospects
The challenges various economies faced over the past 12 months are very
different from those they faced during the economic turbulence in 2008.
OECD forecasts (May 25, 2011) suggest that global GDP will grow by 4.2%
this year. But the rate of growth in various countries varies and some
countries face a challenge with rising unemployment.
In the financial services sector managing risk, liquidity, capital and
performance remain at the top of the agenda for both banks and
insurance companies. Governments and regulators are expected to discuss
and introduce a whole new set of regulations during 2011. That could
lead to changes in the way business operations are handled in most
financial institutions. Financial institutions are under pressure to
achieve cost savings and information technology provides them the scope
for continuous productivity increases while helping them differentiate
their products and services.
Over the past year, your Company has enriched its banking back office
offering, Oracle FLEXCUBE, to address many of these business
opportunities; this has led to our customers using it to deliver a
direct bank or consolidate their operations across countries in a
region. We have also engaged with existing Oracle banking customers to
sign up as a partner for their operations addressing expansion to a new
geography or new businesses like wealth management.
Since 2008, the boards at financial institutions have come to pay
greater attention to the process they use to review the performance of
their institutions. As a result, there has been wider adoption of Risk
Adjusted Performance Measurement. Over the last 24 months your Company
has invested in building and delivering critical components that are
part of the Oracle Financial Services Analytical Applications suite.
Oracle is now one of the leading players in this space with the ability
to deliver applications to financial institutions for compliance,
enterprise risk, liquidity, capital management, performance management
and customer analytics.
In a drive to boost efficiency in an increasingly complex global
financial marketplace, leading global banks have embarked on the
integration of their finance, risk and treasury operations. Oracle has
relationships with many of these banks who use enterprise financial
applications, financial planning applications and or business
intelligence applications from Oracle''s portfolio. We have now engaged
with these banks to encourage them to use Oracle Financial Services
Analytical Applications to support business decisions and drive
efficiency through a consistent set of data and metrics.
To protect customers, regulators in Africa, Asia and South America have
made changes in their regulations with regard to Fraud and Financial
Crime. The increasing sophistication of fraudulent activity continues
to force financial institutions to be continuously on their guard. Your
Company has evolved Mantas, which was acquired in 2006, to automate the
surveillance of the trading activity of energy and commodities market
participants and for compliance for trading desks and brokers in the
leading economies.
Oracle''s integrated applications and technology suite combines
applications, middleware, database, servers and storage. It is now
enabling your Company to leverage customer engagements for
transformation deals at banks and also differentiate its solution
offering in the market place.
Consulting Services continue to play a key and vital role for your
Company and performs a very strategic role in its customer engagements.
Leading banks have signed deals that include services from your Company
along with the application licenses. Support services for our
applications continue to grow and banks see this service as vital for
operations at their banks.
Employee particulars
Information as per Section 217(2A) of the Companies Act, 1956 (the
Act), read with the Companies (Particulars of Employees) Rules, 1975,
forms part of this Report. As per the provisions of Section
219(1)(b)(iv) of the Act, the Directors'' Report and the Accounts are
being sent to the members excluding the statement giving particulars of
employees under Section 217(2A) of the Act.
Any member interested in obtaining a copy of the statement, may write
to the Company Secretary at the Registered Office of the Company.
Acknowledgements
Your Directors take this opportunity to thank the Company''s customers,
members, vendors and bankers for their continued support during the
year. Your Directors also wish to thank the Government of India and its
various agencies, Department of Electronics, the Software Technology
Parks Bangalore, Mumbai, Chennai and Pune, SEEPZ Special Economic
Zone, the Customs and Excise Department, Ministry of Commerce, Ministry
of Finance, Ministry of External Affairs, Ministry of Corporate
Affairs, Department of Telecommunication, the Reserve Bank of India,
the State Governments of Maharashtra, Karnataka, Haryana and Tamil Nadu
and other local Government Bodies, for their support and look forward
to their continued support in the future.
Your Directors also place on record their appreciation for the
excellent contribution made by employees of the Company through their
commitment, competence, coRs.operation and diligence with a view to
achieving consistent growth for the Company.
For and on behalf of the Board
William T Comfort, Jr.
Chairman
July 15, 2011
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