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Oracle Financial Services Software
BSE: 532466|NSE: OFSS|ISIN: INE881D01027|SECTOR: Computers - Software
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Explore Oracle Financ connections « Mar 10
Notes to Accounts Year End : Mar '11
1. Background and nature of operations
 
 Oracle Financial Services Software Limited (the Company) was
 incorporated in India with limited liability on September 27, 1989.
 The Company is a subsidiary of Oracle Global (Mauritius) Limited
 holding 80.44% ownership interest in the Company as at March 31, 2011.
 
 The Company is principally engaged in the business of providing
 information technology solutions to the financial services industry
 worldwide. The Company has a suite of banking products, which caters to
 the needs of corporate, retail, investment banking, treasury operations
 and data warehousing.
 
 2. Commitments and contingent liabilities
 
 b. Contingent liabilities
 
 A customer has filed a lawsuit against the Company and one of its
 subsidiaries, claiming damages of upwards of Rs. 5,306,406. The claims
 are being rigorously defended by the Company and the Company has raised
 counter claims on the customer for breach of contract and outstanding
 fees. In respect of this matter, future cash flow is determinable only
 on settlement of this case.
 
 3. Derivatives
 
 The Company enters into forward foreign exchange contracts and option
 contracts where the counter party is a bank. The Company purchases
 forward foreign exchange contracts and option contracts to mitigate the
 risks of change in foreign exchange rate on receivables and payables
 denominated in certain foreign currencies. The Company considers the
 risk of nonRs.performance by the counter party as nonRs.material. During
 the year ended March 31, 2011, the Company has not entered in to any
 forward contract or option contracts.
 
 As of the balance sheet date, the Company''s net foreign currency
 exposure that is not hedged is Rs. 16,991,501 (March 31, 2010 – Rs.
 21,552,027).
 
 4. Share Rs.based compensation/payments
 
 a. Employee Stock Purchase Scheme (‘ESPS'')
 
 The Company has adopted the ESPS administered through a Trust (the
 Trust) to provide equity based incentives to key employees of the
 Company. As per the scheme, the Trust can purchase shares of the
 Company from market using the proceeds of loans obtained from the
 Company. Such shares are allocated by the Trust to nominated employees
 at an exercise price, which approximates the fair value on the date of
 the grant. The shares vest in the employees over a period of five years
 and the employees can purchase the shares from the Trust over a period
 of ten years based on continued employment, until which, the Trust
 holds the shares for the benefit of the employees. The employees are
 entitled to receive dividends, bonus, etc., that may be declared by the
 Company from time to time for the entire portion of shares held by the
 Trust on behalf of the employees.
 
 On the acceptance of the offer, the selected employee undertakes to
 purchase the shares from the Trust within ten years from the date of
 acceptance of the offer. In case an employee resigns from employment,
 the rights relating to vested shares, which are eligible for exercise,
 may be purchased by the employee by payment of the exercise price
 whereas, the balance shares are forfeited in favour of the Trust. The
 Trustees have the right of recourse against the employees for any
 amounts that may remain unpaid on the shares accepted by them. As of
 the Balance Sheet date, the Trust has repaid the entire loan obtained
 from the Company on receipt of payments from employees against shares
 exercised.
 
 The Securities and Exchange Board of India (‘SEBI'') has issued the
 Employee Stock Option Scheme and Stock Purchase Guidelines, 1999 (‘SEBI
 guidelines''), which are applicable to stock purchase schemes for
 employees of all Indian listed companies. In accordance with these
 guidelines, the excess of market price of the underlying equity shares
 on the date of grant of the stock options over the exercise price of
 the options is to be recognised in the books of account and amortised
 over the vesting period. However, no compensation cost has been
 recorded as the scheme terms are fixed and the exercise price equals
 the market price of the underlying stock on the grant date.
 
 b. Employee Stock Option Plan (‘ESOP'')
 
 Pursuant to ESOP scheme approved by the shareholders of the Company on
 August 14, 2001, the Board of Directors, on March 4, 2002 approved the
 Employees Stock Option Scheme (Scheme 2002) for issue of 4,753,600
 options to the employees and directors of the Company and its
 subsidiaries. According to the Scheme 2002, the Company has granted
 4,548,920 options prior to the IPO and 619,000 options at various dates
 after IPO (including the grants of options out of options forfeited
 earlier). As per the Scheme 2002, each of 20% of the total options
 granted will vest to the eligible employees and directors on completion
 of 12, 24, 36, 48 and 60 months and is subject to continued employment
 of the employee or directorship of the director with the Company or its
 subsidiaries.  Options have exercise period of 10 years. The employee
 pays the exercise price upon exercise of option.
 
 On August 25, 2010, the Board of Directors approved the Employees Stock
 Option Plan 2010 Scheme (Scheme 2010) for issue of 618,000 options to
 the employees and directors of the Company and its subsidiaries.
 According to the Scheme 2010, the Company has granted 618,000 options.
 As per the Scheme 2010, each of 20% of the total options granted will
 vest to the eligible employees and directors on completion of 12, 24,
 36, 48 and 60 months and is subject to continued employment of the
 employee or directorship of the director with the Company or its
 subsidiaries. Options have exercise period of 10 years. The employee
 pays the exercise price upon exercise of option.
 
 The expected volatility was determined based on historical volatility
 data; historical volatility includes early years of the Company''s life;
 the Company expects the volatility of its share price to reduce as it
 matures.
 
 The estimates of future salary increase, considered in actuarial
 valuation, take account of inflation, seniority, promotions and other
 relevant factors such as supply and demand in the employment market.
 
 The Company evaluates these assumptions annually based on its longRs.term
 plans of growth and industry standards. The discount rates are based on
 current market yields on government bonds consistent with the currency
 and estimated term of the post employment benefits obligations. Plan
 assets are administered by the LIC and invested in lower risk assets,
 primarily debt securities. The Company''s contribution to the fund for
 the year ending March 31, 2012 is expected to be Rs. 40,000.
 
 5. Segment information
 
 Business segments are defined as a distinguishable component of an
 enterprise that is engaged in providing a group of related products or
 services and that is subject to differing risks and returns and about
 which separate financial information is available.  This information is
 reviewed and evaluated regularly by the management in deciding how to
 allocate resources and in assessing the performance.
 
 The Company is organised by business segment and geographically. For
 management purposes the Company is primarily organised on a worldwide
 basis into two business segments:
 
 a.  Product licenses and related activities (‘Products'') and
 
 b.  IT solutions and consulting services (‘Services'').
 
 The business segments are the basis on which the Company reports its
 primary operational information to management. Product licenses and
 related activities segment deals with various banking software
 products. The related activities include enhancements, implementation
 and maintenance activities.
 
 IT solutions and consulting services segment offers services spanning
 the entire lifecycle of applications used by financial service
 institutions. The division''s portfolio includes Consulting,
 Application, Support and Technology Services that help institutions
 improve efficiency, optimise costs, meet risk and compliance mandates
 and implement IT solutions finely attuned to their business needs.
 
 Segment revenue and expense:
 
 Revenue is generated through licensing of software products as well as
 by providing software solutions to the customers including consulting
 services. The expenses which are not directly attributable to a
 business segment are classified as unallocated corporate expenses and
 shown under corporate in the segment disclosure above.
 
 Segment assets and liabilities:
 
 Segment assets include all operating assets used by a segment and
 consist principally of debtors, net of allowances, unbilled revenue,
 deposits for premises and fixed assets. Segment liabilities primarily
 includes deferred revenues, finance lease obligation, advance from
 customer, accrued employee cost and other current liabilities. While
 most of such assets and liabilities can be directly attributed to
 individual segments, the carrying amount of certain assets and
 liabilities used jointly by two or more segments is allocated to the
 segment on a reasonable basis. Assets and liabilities that cannot be
 allocated between the segments are shown as part of corporate assets
 and liabilities.
 
 9. Names of related parties and description of relationship:
 
 Relationship Names of related parties
 
 Ultimate Holding Company Oracle Corporation
 
 Holding Company Oracle Global (Mauritius) Limited
 
 Fellow Subsidiaries Oracle America, Inc.
 
 Oracle Hungary Kft.
 
 Oracle Egypt Limited
 
 Oracle Nederland B.V.
 
 Oracle Caribbean, Inc.
 
 Oracle Systems Limited
 
 Oracle India Private Limited
 
 Oracle Corporation (Pty) Ltd
 
 Oracle East Central Europe Limited
 
 Oracle Corporation Australia Pty Ltd
 
 Oracle Corporation Singapore Pte Ltd.
 
 Oracle Corporation (Thailand) Co., Ltd
 
 Oracle de Centro America S.A.
 
 Oracle Corporation South Africa (PTY) Ltd.
 
 Oracle Portugal – Sistemas de Informacao Lda.
 
 Oracle Research & Development Center (shenzhen) Co., Ltd
 
 Direct Subsidiaries          
 
 Oracle Financial Services Software B.V.
 
 Oracle Financial Services Software Pte. Ltd.
 
 Oracle Financial Services Software Chile Limitada
 
 Oracle Financial Services Software (Shanghai) Limited
 
 Oracle Financial Services Software America, Inc.
 
 ISP Internet Mauritius Company
 
 Oracle (OFSS) Processing Services Limited
 
 Oracle (OFSS) ASP Private Limited
 
 Subsidiaries of Subsidiaries        
 
 Subsidiary of Oracle Financial Services Software B.V.
 
 Oracle Financial Services Software SA
 
 Subsidiary of Oracle Financial Services Software Pte. Ltd.
 
 Oracle Financial Services Consulting Pte. Ltd.
 
 Subsidiaries of Oracle Financial Services Software America, Inc.
 
 Oracle Financial Services Software, Inc.
 
 iRs.flex solutions Inc. (Canada) (dissolved on March 31, 2011)
 
 Subsidiaries of iRs.flex solutions Inc. (Canada)
 
 Castek Software Factory Ltd. (dissolved on September 1, 2010)
 
 Castek RBG Inc. (dissolved on September 1, 2010)
 
 Castek Inc. (dissolved on September 1, 2010)
 
 Mantas Inc.
 
 Subsidiaries of Mantas Inc.
 
 Mantas Singapore Pte. Ltd.
 
 Mantas India Pvt. Ltd.
 
 Mantas Limited
 
 Sotas Inc.
 
 Subsidiaries of ISP Internet Mauritius Company
 
 Oracle (OFSS) BPO Services Inc. (formerly known as iRs.flex Processing
 Services Inc.)
 
 Oracle (OFSS) BPO Services Limited
 
 Associates Login SA
 
 Key Managerial Personnel (''KMP'')         
 
 For the financial year 2010 – 2011
 
 Chaitanya Kamat – Managing Director and Chief Executive Officer
 
 (from October 25, 2010) N R Kothandaraman (N R K Raman) – Managing
 
 Director and Chief Executive Officer
 
 (till October 25, 2010)
 
 Joseph John – WholeRs.time Director (till March 31, 2011)
 
 For the financial year 2009 – 2010
 
 R Ravisankar – Vice Chairman (WholeRs.time Director)
 
 N R Kothandaraman (N R K Raman) – Managing Director and Chief Executive
 Officer
 
 Makarand Padalkar – Chief Financial Officer
 
 Avadhut (Vinay) Ketkar – Chief Accounting Officer
 
 Joseph John – Executive Vice President, Universal Banking Products
 
 V Shankar – Executive Vice President and Global Head, PrimeSourcing &
 Insurance Solutions
 
 Atul Gupta – Sr. Vice President, Process and Quality Management Group
 
 Vijay Sharma – Sr. Vice President, Oracle Financial Services Consulting
 Pte. Ltd.
 
 S Hariharan – Sr. Vice President, Infrastructure Services Group
 
 Vivek Govilkar – Sr. Vice President, Human Resources and Training
 
 V Srinivasan – Vice President, Corporate Development and Chief of Staff
 
 Vikram Gupta – Vice President Private Wealth Management
 
 Remuneration includes salary, bonus and perquisites. The bonus is
 included on payment basis. As the liabilities for gratuity and
 compensated absence are provided on an actuarial basis for the Company
 as a whole, the amounts pertaining to the directors are not included
 above. The terms and conditions of appointment of Managing Director &
 Chief Executive Officer and the remuneration paid to him are subject to
 approval of shareholders at the Annual General Meeting.
 
 6. Investments in wholly owned subsidiaries
 
 a.  As at March 31, 2011, the Company has total investment of Rs.
 6,291,743 in Oracle Financial Services Software America, Inc.  (‘OAI'').
 Further, the Company has loan outstanding of Rs. 446,140 to OAI. OAI is
 the holding company for US operations and has acquired Companies in
 earlier years. On a consolidated basis, OAI along with subsidiaries
 (‘OAI Group'') has accumulated losses of Rs. 984,817 as at March 31, 2011.
 The OAI Group has posted a profit of Rs. 449,431 for the year ended March
 31, 2011. Based on the assessment of the estimated future cash flows
 from the US operations and the results of the current year, the
 management of the Company believes that no provision is required
 towards diminution in the value of investment in OAI as at March 31,
 2011.
 
 b.  As at March 31, 2011, the Company has total investment of Rs. 192,115
 in ISP Internet Mauritius Company (‘ISP'') which is the holding company
 of Oracle (OFSS) BPO Services Inc., US and Oracle (OFSS) BPO Services
 Limited, India, entities operating in business of Business Process
 Outsourcing (BPO). Further, the Company has an outstanding loan of Rs.
 42,379 to ISP and Rs. 300,000 to Oracle (OFSS) BPO Services Limited as at
 March 31, 2011. On a consolidated basis, ISP and its subsidiaries (‘ISP
 Group'') have accumulated losses amounting to Rs. 273,805 as at March 31,
 2011. However ISP Group has posted a profit of Rs. 48,960 for the year
 ended March 31, 2011. Accordingly, the Company believes that Rs. 120,000
 recorded as diminution in value of investment in earlier year is
 appropriate and no further diminution in value is considered necessary
 as at the balance sheet date.
 
 7. General and administrative expenses for the year ended March 31,
 2011 include Rs. 122,067 in connection with a claim against the Company.
 
 8. Selling and marketing expenses for the year ended March 31, 2010
 include reversal of referral fee provisions under Products segment
 amounting to Rs. 184,476 based on a settlement agreement entered with a
 distributor.
 
 b.  During the year ended March 31, 2011, the Company has recorded
 income tax expenses of Rs. 337,412 (March 31, 2010 – Rs. 544,542) related
 to previous years.
 
 9. Employee costs for the year ended March 31, 2011 are net of Rs.
 219,113 pertaining to write back of bonus provision of earlier year, no
 longer required due to changes in compensation policy of the Company.
 
 10. Prior year amounts have been reclassified, where necessary to
 conform with current year''s presentation.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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