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.
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