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    Oracle Financial Services Software Limited Annual Report 2014-15


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    From the Chairman’s desk It is my pleasure to report the results for the financial year ended March 31, 2015. On consolidated basis, your Company's revenue stood at ` 39,049 million this year, an increase of 4.4% over the previous financial year. The operating income was ` 14,827 million this year, an increase of 12% over the last financial year, and the license revenue grew 53% over the last financial year. On several other parameters, your Company delivered a strong operating performance including highest ever operating margins and lowest ever days of sales outstanding. Your Company’s list of clients across both banking and analytical application offerings has steadily grown through the year to include leading banks across the world. Nearly 70% of the Systematically Important Financial Institutions (SIFIs) use Oracle Financial Services Analytical Applications in one or more areas - Risk, Marketing, Treasury, Compliance and Finance. Several tier-1 banks across Europe and US adopted your Company’s solutions for risk and compliance. Your Company expanded its foot print across several countries where the local leading banks adopted Oracle FLEXCUBE to consolidate and grow both their domestic and international operations. Oracle FLEXCUBE is increasingly becoming the standard bearer for banks offering Shariah-compliant products and services. Oracle FLEXCUBE’s capabilities were also endorsed by leading analysts. CEB Towergroup, in its technology analysis of online banking software solutions ranked Oracle FLEXCUBE’s capabilities as “Best-in-Class” in all four ranking categories: Customer Experience, Design and Security, Operations Management and Enterprise Support. Your Company’s newer offering the Oracle Banking Platform won customers in advanced markets. In the analytical product apace, your Company’s offerings continue to strengthen their market leadership. In the Operational Risk and Regulation Awards - 2014, your Company’s software to combat fraud and financial crime was selected the winner. Oracle also ranked as Category Leader in the Financial Crime Risk Management Report 2014 published by Chartis, the leading research firm. Banks the world over are facing sweeping changes and are having to deal with disruptive trends. They face uncertain and weak economies in many regions; they have new and non-traditional competitors using innovative technology threatening to take their business away; digitization is catching the imagination of a new generation of customers; and their regulatory environment is getting more demanding. Banks needs to redesign their approach to a “customer in” approach that builds sustainable information driven and value centric relationship as opposed to the typical “product out” approach. Digital remains a significant area of focus for your Company as its products enable progressive transformation to help banks create a strong digital presence. Another major area of disruption is the potential of the "Cloud". With the need to commit a large upfront investment eliminated, Cloud offers access to a level playing field for small players to compete effectively with large banks. Oracle is a leading provider of cloud services including Infrastructure as a Service (IaaS), Platform as a Service (PaaS) and Software as a Service (SaaS). Together with Oracle, your Company provides Oracle Financial Services Lending and Leasing on a SaaS model for consumer finance companies. Oracle FLEXCUBE customers have a choice to deploy it on the Oracle Managed Cloud Services or as a Business Process Service from a certified partner. Your Company continues to invest significantly in the research and development to maintain its position as innovator in the global financial services industry and offer relevant and high quality solutions to them. On behalf of the Board of Directors and the Management of Oracle Financial Services Software, I would like to thank you for your support over the financial year. I look forward to your continued patronage to help the Company to achieve the mission of being the most preferred technology partner of banks across the world. Regards, S Venkatachalam Chairman Oracle Financial Services Software Limited


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    This page has been intentionally left blank. Oracle Financial Services Software – Annual Report 2014-15


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    Contents Financials at a glance 4 Corporate information 6 Directors’ report 9 Corporate governance report 36 Management’s discussion and analysis 53 Consolidated financials 67 Unconsolidated financials 107 Notice of Annual General Meeting 145 Attendance slip 157 Proxy form 159 Annual General Meeting Day and Date : Friday, September 11, 2015 Time : 2.30 p.m. Venue : The Westin Mumbai Garden City International Business Park Oberoi Garden City, Goregaon (East) Mumbai 400063 3


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    Financials at a glance Key performance indicators 2014-15 As per Indian GAAP Consolidated results Fiscal year 2014-15 break up in terms of operating revenue by region, operating revenue by portfolio and expense by category BPO Services 3% Services Asia Pacific North America 16% 31% 34% Products 81% Europe, Middle East, Africa 35% Operating revenue by region Operating revenue by portfolio Depreciation and amortization Other expenses 3% 4% Facility costs 4% Professional fees 7% Travel cost 6% Staff cost 76% Expense by category (Amounts in ` million except EPS & Book Value) Ten years in the industry 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 Operating Revenue 14,823.00 20,609.38 23,802.36 29,276.20 28,739.74 29,969.32 31,466.76 34,739.99 37,413.21 39,049.05 Interest and Other Income (expense) 290.54 367.28 631.16 1,763.89 (858.03) 1,668.26 4,217.49 4,595.44 6,736.48 3,481.34 Total Revenue 15,113.54 20,976.66 24,433.52 31,040.09 27,881.71 31,637.58 35,684.25 39,335.43 44,149.69 42,530.39 Total Expenses 12,176.60 16,837.91 19,835.95 22,839.30 18,947.38 19,157.57 21,515.23 23,203.42 24,136.08 24,222.02 EBT 2,936.94 4,138.75 4,597.57 8,200.79 8,934.33 12,480.01 14,169.02 16,132.01 20,013.61 18,308.37 Tax 560.41 415.95 441.68 835.36 1,197.69 1,370.12 5,076.29 5,380.58 6,420.42 6,385.17 EAT 2,376.53 3,722.80 4,155.89 7,365.43 7,736.64 11,109.89 9,092.73 10,751.43 13,593.19 11,923.20 EPS 28.09 44.00 49.12 87.05 91.43 131.30 107.46 127.06 160.65 140.91 Book Value 163.05 279.13 328.20 414.21 506.95 638.85 746.60 875.31 1,037.23 407.03 Note: All EPS and Book Values are computed based on the current equity capital base of 84,614,859 shares as on March 31, 2015. Oracle Financial Services Software – Annual Report 2014-15


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    Key metrics 2005-2015 Operating revenue Operating income 45,000.00 16,000.00 14,827.03 39,049.05 40,000.00 37,413.21 14,000.00 13,277.13 34,739.99 35,000.00 31,466.76 12,000.00 11,536.57 29,276.20 29,969.32 10,811.75 10,644.85 30,000.00 28,739.74 10,000.00 9,792.36 in ` million in ` million 25,000.00 23,802.36 20,609.38 8,000.00 7,196.85 20,000.00 14,823.00 6,000.00 15,000.00 3,771.47 3,966.41 10,000.00 4,000.00 2,744.00 5,000.00 2,000.00 0.00 0.00 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 Net income Earnings per share 16,000.00 180.00 160.65 14,000.00 13,593.19 160.00 140.91 11,923.20 140.00 131.30 127.06 12,000.00 11,109.89 10,751.43 120.00 107.46 10,000.00 in ` million 9,092.73 100.00 87.05 91.43 7,736.64 in ` 8,000.00 7,365.43 80.00 6,000.00 60.00 4,155.89 49.12 3,722.80 44.00 4,000.00 40.00 2,376.53 28.09 2,000.00 20.00 0.00 0.00 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 Earnings per share is computed on the equity capital base of 84,614,859 shares as on March 31, 2015. Book value Number of employees including subsidiaries 1,200.00 12,000 11,386 11,006 1,037.23 10,451 9,652 9,682 9,969 1,000.00 10,000 9,068 9,220 8,928 875.31 Number of employees 800.00 746.60 8,000 6,858 638.85 600.00 6,000 in ` 506.95 414.21 407.03 400.00 328.20 4,000 279.13 200.00 163.05 2,000 0.00 0 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 Book Value is computed on the equity capital base of 84,614,859 shares as on March 31, 2015. Customers serviced ... in countries 1,400 160 142 145 139 141 141 137 137 1,200 1,195 140 133 1,132 128 1,084 123 1,028 Number of customers 971 120 1,000 922 882 Country base 814 100 800 753 642 80 600 60 400 40 200 20 0 0 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 5


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    Corporate information Oracle Financial Services Software Limited Board of Directors S Venkatachalam, Chairman Chaitanya Kamat, Managing Director & CEO Derek H Williams Harinderjit Singh Maria Smith Richard Jackson Robert K Weiler Samantha Wellington Sridhar Srinivasan Chief Financial Officer Management Team Makarand Padalkar Abhik Ray Sanjay Bajaj Arvind Gulhati Sanjay Kumar Ghosh Chief Accounting Officer Bhaskar Jayaraman Sanjay V Deshpande Avadhut (Vinay) Ketkar Bindu Venkatesh Sanjeet Prakash Rao Deepak Kewalramani Company Secretary Surendra Shukla Dinesh V Shetty Onkarnath Banerjee Suresh Kumar Pinglay Edwin Niranjan Moses Umesh Arora Legal Counsel George Thomas Venkata Subramanian Mohamed Yacob H S Teji Venkatesh Srinivasan Jambu Natarajan P V Auditors Karthick R Prasad Vijay Alexander S. R. Batliboi & Associates LLP Vikram Gupta Karthik Vaidyanathan Kishore Kapoor Vinayak L Hampihallikar Bankers Bank of India Laura Balachandran Canara Bank Mahesh Kandavar Rao Citibank, N.A. Manish Chandra Gupta Deutsche Bank AG Manmath Kulkarni HDFC Bank Ltd. Meenakshy Iyer HSBC Bank Mini Muralidhar Kotak Mahindra Bank Ltd. J P Morgan Chase Nikos Goutsoulas Syndicate Bank Parmeet Soin Yes Bank Ltd. Rajaram N Vadapandeshwara Rajendra Potdar Registrars & Transfer Agents Rajesh Makhija Link Intime India Private Limited Ravikumar M C-13 Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West) Ravikumar V Mumbai 400078 S Bhargava Oracle Financial Services Software – Annual Report 2014-15


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    Registered Office Offices Oracle Financial Services Software Limited SDF-1, Unit 12, SEEPZ - SEZ Oracle Park Andheri (East) Off Western Express Highway Mumbai 400096 Maharashtra, India Goregaon (East) Mumbai 400063, Maharashtra, India Subsidiary Offices - Asia Pacific CIN : L72200MH1989PLC053666 Oracle Financial Services Software (Shanghai) Limited Unit 806, Henderson Metropolitan Building Offices 155, Tianjin Road Nirlon Compound Shanghai, PRC, China 20000 Off Western Express Highway Goregaon (East) Oracle Financial Services Software Pte. Ltd. Mumbai 400063, Maharashtra, India 27, International Business Park #02-01 iQUEST@IBP Building Oracle Park, Ambrosia Singapore 609924 Pune 411021, Maharashtra, India Offices C/o Embassy Business Park 21st Floor, Office Park Tower C C.V. Raman Nagar No-5, Jing Hua Nan Jie Bangalore 560093, Karnataka, India Chaoyang District Beijing 100020, China Gopalan Enterprises (I) Pvt. Ltd., (SEZ) Global Axis, Unit 1 & 2 Akasaka Center Building 13F, Plot # 152, EPIP Zone, Whitefield 1-3-13 Moto Akasaka, Minato-ku Bangalore 560066, Karnataka, India Tokyo 107-0051, Japan Green I-Tech, # 5 Levels 12, 15, 16 & 36, ASEM Tower Muthiah Mudali Street, Off Cathedral Road 159-1 Samsung-dong, Kangnam-ku Chennai 600086, Tamil Nadu, India Seoul 135-798, South Korea 18 Krasnopresnenskaya nab. Level 8, 4 Julius Avenue Block C, 9th floor North Ryde Moscow 123317, Russia Sydney, NSW 2113, Australia 2nd Floor, Office Park Level 4 Dubai Internet City 417 St. Kilda Road Dubai, UAE Melbourne VIC 3004 Australia 3rd Floor-Right Wing Building # 6, Dubai Internet City 18th Floor, International Finance Place Dubai, UAE No. 8 Huaxia Road, Pearl River New City Tianhe District Subsidiary Offices - India Guangzhou 510623 Oracle (OFSS) ASP Private Limited China Oracle Park, Off Western Express Highway Goregaon (East) 6 Temasek Boulevard Mumbai 400063 Maharashtra, India #18-01 Suntec Tower Four Singapore 038986 Oracle (OFSS) Processing Services Limited Oracle Park, Off Western Express Highway Oracle Financial Services Consulting Pte. Ltd. Goregaon (East) (subsidiary of Oracle Financial Services Software Pte. Ltd.) Mumbai 400063 Maharashtra, India 27, International Business Park #02-01 iQUEST@IBP Building Singapore 609924 7


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    Subsidiary Offices - Europe 1910 Oracle Way, 3rd Floor Oracle Financial Services Software B.V. Reston, VA 20190 USA Barbara Strozzilaan 201 NL-1083 HN Amsterdam 6505 Blue Lagoon Drive, Suite #400 The Netherlands Miami, FL 33126 USA Offices Building 7, Basement Section K Mainzer Landstrasse 49a Row I, 500 Eldorado Boulevard D-60329 Frankfurt am Main, Germany Broomfield, Colorado 80021 USA Level 29, 40 Bank Street Canary Wharf Subsidiary Offices - South America London E14 5NR, UK Oracle Financial Services Software Chile Limitada Avenida del Valle 537 - 2nd Floor Suite 22 Ciudad Empresarial Portes de la Defense Huechuraba 15, boulevard Charles de Gaulle Santiago, Chile, CP 8580678 F-92700 Colombes, France Subsidiary Offices - Mauritius Molyneux House ISP Internet (Mauritius) Company Bride Street, Dublin 8 C/o Cim Global Business Ireland Rogers House 5 President John Kennedy Street Oracle Financial Services Software SA Port Louis, Mauritius 265 Mesogheion Avenue Neo Psychico 15451 Offices Athens, Greece Oracle (OFSS) BPO Services Inc. Subsidiary Offices - North America 17901 Von Karman Avenue Suite # 800 Oracle Financial Services Software America, Inc. Irvine, CA 92614 USA Oracle Financial Services Software, Inc. & Mantas Inc. 399 Thornall Street, 6th Floor Oracle (OFSS) BPO Services Limited Edison, NJ 08837 USA DLF Infinity Tower A, 3rd Floor DLF Cyber City, Phase II Offices Gurgaon 122002 Haryana, India 8000 Norman Center Drive, Suite 700 Bloomington, MN 55437 USA Oracle Financial Services Software – Annual Report 2014-15


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    Directors’ report Financial year 2014-15 Dear Members, The Directors present their report on the business and operations of your Company along with the Annual Report and audited financial statements of the Company for the financial year 2014-15. Financial highlights As per Indian GAAP Consolidated financial statements: (Amounts in ` million) Particulars Year ended Year ended March 31, 2015 March 31, 2014 Revenue from operations 39,049.05 37,413.21 Other income, net 3,481.34 6,736.48 Total income 42,530.39 44,149.69 Depreciation and amortization (680.92) (716.72) Profit before tax 18,308.37 20,013.61 Tax expenses (6,385.17) (6,420.42) Profit for the year 11,923.20 13,593.19 As per Indian GAAP Unconsolidated financial statements: (Amounts in ` million) Particulars Year ended Year ended March 31, 2015 March 31, 2014 Revenue from operations 33,410.95 31,594.68 Other income, net 3,758.99 6,209.16 Total income 37,169.94 37,803.84 Depreciation and amortization (634.37) (643.46) Profit before tax 16,136.29 17,308.05 Tax expenses (5,556.09) (5,824.43) Profit for the year 10,580.20 11,483.62 Performance On consolidated basis, your Company’s revenue stood at ` 39,049 million this year, an increase of 4.4% from ` 37,413 million of the previous financial year. The net income was ` 11,923 million this year, a decrease of 12.3% primarily on account of lower interest income. On an unconsolidated basis, your Company’s revenue grew to ` 33,411 million during the financial year 2014-15 from ` 31,595 million last year. This represents a growth of 5.8%. The Company’s net profit for the financial year 2014-15 was ` 10,580 million, a decrease of 7.9% over the previous financial year primarily on account of lower interest income. 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 The Company had distributed an interim dividend of ` 485 per equity share of ` 5 each in September 2014. Further, your Board is pleased to recommend a final dividend of ` 180 per equity share of face value of ` 5 each for the financial year ended March 31, 2015. The Register of Members and Share Transfer Books will remain closed from Monday, September 7, 2015 to Friday, September 11, 2015 for the purpose of payment of the final dividend for the financial year ended March 31, 2015, and the Annual General Meeting. The Annual General Meeting is scheduled to be held on Friday, September 11, 2015. The dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members as on Friday, September 4, 2015. Transfer to reserves The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriation. 9


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    Particulars of loans, guarantees or investments Pursuant to Section 186 of the Companies Act, 2013, there are no new loans granted or investments made by the Company during the financial year 2014-15. Share capital During the year the Company allotted 470,725 equity shares of face value of ` 5 each to its eligible employees who exercised their options under the prevailing Employee Stock Option Schemes of the Company. As a result, as on March 31, 2015, the paid-up equity share capital of the Company was ` 423,074,295 divided into 84,614,859 equity shares of face value of ` 5 each. Extract of annual return Pursuant to Section 92(3) of the Companies Act, 2013 (“the Act”) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return (in form MGT-9) is annexed as Annexure 1. Directors and key managerial personnel Mr. Derek H Williams, Mr. Chaitanya Kamat and Ms. Samantha Wellington, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Pursuant to Section 161 of the Companies Act, 2013, Ms. Maria Smith and Mr. Sridhar Srinivasan were appointed as Additional Directors of the Company on July 23, 2015 and hold office up to the date of ensuing Annual General Meeting. The Company has received Notices in writing from Members, pursuant to Section 160 of the Companies Act, 2013, proposing the candidature of Ms. Maria Smith and Mr. Sridhar Srinivasan for the office of the Director. In accordance with provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Mr. Sridhar Srinivasan is recommended to be appointed as an Independent Director of the Company for a term up to March 31, 2020, not liable to retire by rotation. The Board recommends to the Members the resolutions for re-appointment of Mr. Derek H Williams, Mr. Chaitanya Kamat and Ms. Samantha Wellington as Directors of the Company and appointments of Ms. Maria Smith as a Director and Mr. Sridhar Srinivasan as an Independent Director of the Company. Mr. Y M Kale, Non-Executive Independent Director, resigned with effect from December 15, 2014. The Board placed on record its appreciation of the valuable contributions rendered by Mr. Kale during his tenure as a Director of the Company. Mr. William Corey West, Non-Executive Non-Independent Director, resigned with effect from July 22, 2015. The Board placed on record its appreciation of the valuable contributions rendered by Mr. William Corey West during his tenure as a Director of the Company. Every new independent director of the Board attends a familiarization program. The program provides an insight into the Company’s products, competition, emerging technologies, etc. to gain a better understanding of the business environment as also covers the regulatory landscape. The familiarization program for Independent Directors is available on Company’s website, http://www.oracle.com/us/industries/financial-services/financial-familarization-program-2547373.pdf A formal letter of appointment outlining his/her role, function, duties and responsibilities is issued to the Independent Director at the time of appointment. The model of the letter of appointment of Independent Director is available on Company’s website, http://www.oracle.com/us/industries/financial-services/model-letter-appointment-director-2399432.pdf All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. As stipulated under Clause 49 of the Listing Agreement, brief resumes of the Directors proposed to be appointed / re-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, etc. are provided in the Notice and / or Report on Corporate Governance forming a part of the Annual Report. The Board of Directors at its meeting held on May 16, 2014 appointed Mr. Chaitanya Kamat, Managing Director & CEO, Mr. Makarand Padalkar, Chief Financial Officer and Mr. Hoshi D Bhagwagar, Company Secretary and Compliance Officer as the whole-time Key Managerial Personnel (KMP) of the Company effective April 1, 2014. Mr. Hoshi D Bhagwagar resigned as the Company Secretary and Compliance Officer with effect from June 6, 2014. Mr. Jayant Joshi was appointed as the Company Secretary and Compliance Officer of the Company with effect from September 29, 2014. Mr. Jayant Joshi relinquished the position as the Company Secretary and Compliance Officer with effect from May 31, 2015. The Board of Directors at its meeting held on May 15, 2015 has appointed Mr. Onkarnath Banerjee as the Company Secretary and Compliance Officer and a whole-time Key Managerial Personnel (KMP) of the Company effective June 1, 2015. Oracle Financial Services Software – Annual Report 2014-15


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    Board diversity policy The Board Diversity Policy sets out the guidelines for composition of the Board comprising of members with relevant professional qualifications and wide industry experience. The policy also sets out the gender diversity norms and composition of independent directors in compliance with the Companies Act, 2013 and the Listing Agreement. Board evaluation policy In accordance with the requirements of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, the Directors perform annual evaluation of the Board. The evaluation process is led by the Chairman of the Nomination and Remuneration Committee who obtains the feedback of the Board members on contribution of the members, effectiveness of Board processes and areas of improvement. The feedback is used to enhance Board effectiveness and helps in validating that the Board has the right level of expertise. During the year, the performance of the Board and its Committees was evaluated after seeking inputs from all the directors on the basis of the criteria such as the contribution, participation, effectiveness of Board processes, timeliness and relevance of information to the Board, etc. The evaluation also included evaluation of individual directors. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed. Directors’ appointment policy The Nomination and Remuneration Committee (“NRC”) of the Company has formulated the policy on Directors’ Appointment. As per the Policy, NRC frames the criteria in terms of skills and experience based on the feedback from the Board and executive management. NRC may utilize services of a search firm or use other networks to shortlist the candidates. The selection process involves meetings / review of the candidates by at least three other directors. The tenure of the Independent Directors shall not exceed two consecutive terms of 5 years each. Remuneration policy The Nomination and Remuneration Committee determines the quantum of commission payable to the Directors within the limits approved by the shareholders. Periodic review of the commission paid to the Independent Non-Executive Directors is made based on industry benchmarks. The remuneration to Key Managerial Personnel and Senior Management consists of fixed pay and incentive pay, in compliance with the policies of the Company. The Committee determines the stock options and other share based awards / payments to be made to Key Managerial Personnel and employees of the Company. Material subsidiary policy The Company has framed a Material Subsidiary Policy for identification and governance of the same. The policy is available at Company’s website, http://www.oracle.com/us/industries/financial-services/policy-determining-material-2615655.pdf Subsidiaries Your Company has subsidiaries in Greece, India, Republic of Chile, Republic of China, Republic of Mauritius, Singapore, The Netherlands and United States of America. The Ministry of Corporate Affairs has issued a General Circular No.: 2/2011 dated February 8, 2011 granting a general exemption to the companies stating that the provisions of Section 129 of the Companies Act, 2013 shall not apply in relation to subsidiaries of companies subject to the company fulfilling certain conditions stated in the said circular. The Company is in compliance with the conditions stipulated by the Ministry of Corporate Affairs. Therefore, 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, 2015. Pursuant to sub-section 3 of Section 129 of the Companies Act, 2013 (“the Act”), the statement containing the salient feature of the financial statement of the subsidiaries is attached to the financial statements in form AOC-1. 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 made available on the website of the Company www.oracle.com/financialservices 11


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    Related party transactions The Company has framed a related party transactions policy in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement. All related party transactions which were entered into during the financial year 2014-15 were on an arm’s length basis and in the ordinary course of business. Form AOC-2 providing the details of related party transactions of the Company is annexed to this report as Annexure 2. The policy is available at: http://www.oracle.com/us/industries/financial-services/ofss-party-transactions-policy-2288144.pdf Partners and alliances Your Company continues to focus on building, nurturing and growing a robust partner ecosystem, which helps deliver the solutions that address the nuanced needs of diverse countries, regions and markets of the world efficiently. Your Company conducts periodic knowledge transfer for its products and services offerings empowering the partner, as indeed the user, community. These programs provide users with superior product knowledge and services capabilities, as well as a better understanding of partners’ resources and implementation capabilities. In August 2014, your Company hosted the third annual Oracle FLEXCUBE Developers Conclave in India. More than 150 customers and partners from 40+ countries attended and received training on how to leverage Oracle FLEXCUBE open development tools to meet new business requirements by leveraging Oracle FLEXCUBE web services for integration. Besides, the new Oracle University certifications for Oracle FLEXCUBE have also been made available, allowing partners to train and obtain certification for functional, technical, and advanced levels. Research and Development Your Company continuously makes significant investments in research and development to develop solutions that the global banking industry needs today and will need tomorrow. Your Company strives to be at the forefront of innovation, at the same time taking the technology risk away from the banks by future proofing their investments. Your Company’s dedicated in-house research and development (R&D) centres have produced a number of products that are today used by banks in more than 120 countries around the world for running their most critical operations. The investments your Company makes in building applications coupled with access to Oracle’s technology provides a unique competitive edge to its offerings. Fixed deposits During the financial year 2014-15, the Company has not accepted any fixed deposits within the meaning of Rule 2(c) of the Companies (Acceptance of Deposits) Rules, 2014, 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 regulations and related requirements as envisaged under Clause 49 of the Listing Agreement entered with the stock exchanges. Your Company has constituted seven committees consisting of Board Members and other senior officials of the Company, namely, Audit Committee, Nomination and Remuneration Committee, ESOP Allotment Committee, Transfer Committee, Stakeholder’s Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. There is a separate report on Corporate Governance which forms a part of this Annual Report alongwith a certificate of Practicing Company Secretary with regard to compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The Practicing Company Secretary has noted in his certificate on Corporate Governance, and Secretarial Audit Report that the Composition of Board of Directors of the Company was not as per Section 149(4) of the Companies Act, 2013 and Clause 49IIA(2) of the Listing Agreement during the period from 15th December, 2014 to 31st March, 2015. The Directors clarify that the Company had initiated all necessary steps to fill in the position as quickly as possible. After following the appropriate selection process, the Company has appointed Mr. Sridhar Srinivasan, as a Non-Executive, Independent director on July 23, 2015. Accordingly, the composition of the Board of Directors and its Committees is as per aforesaid regulations. A certificate from the Managing Director & CEO 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 Managerial Personnel have affirmed compliance with the Code of Ethics and Business Conduct for the financial year ended March 31, 2015, was placed before the Board of Directors and the Board had noted the same. The said certificate is annexed to the Directors’ report. Secretarial audit In terms of Section 204 of the Companies Act 2013, and the Rules made thereunder, the Secretarial Audit report issued by Practicing Company Secretary is enclosed as Annexure 3 to this report. Vigil mechanism / whistle blower policy The Company has established a Code of Ethics and Business Conduct (“Code”) which is applicable to its employees. The Code also extends to the Company’s suppliers and partners. Regular dissemination of the Code and trainings are conducted to reinforce the concepts and ensure that any changes are communicated. The Company’s vigil mechanism deals with reporting and dealing with instances of fraud and mismanagement, and forms part of the Code. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter. Oracle Financial Services Software – Annual Report 2014-15


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    In terms of Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the stock exchanges, the Vigil Mechanism / Whistle Blower Policy forms part of the Company’s Code of Ethics and Business Conduct which is placed on website of the Company at http://www.oracle.com/us/industries/financial-services/046571.html Business responsibility report Securities and Exchange Board of India (SEBI) through circular dated August 13, 2012, has mandated the inclusion of Business Responsibility Report (“BR Report”) as part of the Annual Report for the top 100 listed entities based on their market capitalization on BSE Limited and National Stock Exchange of India Limited as at March 31, 2012. The SEBI circular is effective from financial year ending on or after December 31, 2012. In line with the press release and FAQ’s dated May 10, 2013 issued by SEBI, the BR Report which forms part of this Annual Report has been hosted on the Company’s website www.oracle.com/financialservices. The members who wish to obtain a printed copy of the report, may write to the Company Secretary at the Registered Office of the Company. Employee stock option plan (“ESOP”) The Members at their Annual General Meeting held on August 14, 2001 approved grant of ESOPs to the employees / directors of the Company and its subsidiaries up to 7.5% of the issued and paid-up capital of the Company from time to time. This said limit was enhanced and approved up to 12.5% of the issued and paid-up capital of the Company from time to time, by the Members at their Annual General Meeting held on August 18, 2011. This extended limit is an all inclusive limit applicable for stock options granted in the past and in force and those that will be granted by the Company under this authorization. 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). 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 638,000 options (including the grants of options out of options forfeited earlier). Pursuant to ESOP scheme approved by the shareholders of the Company in their meeting held on August 18, 2011, the Board of Directors approved the Employees Stock Option Plan 2011 Scheme (“Scheme 2011”). Accordingly, the Company has granted 1,950,500 options under the Scheme 2011. Nomination and Remuneration Committee in their meeting held on August 7, 2014 approved Oracle Financial Services Software Limited Stock Option Plan 2014 (“OFSS Stock Plan 2014”) and during the year 2014-15, the Company granted 58,370 Stock Options and 147,889 Restricted Stock Units (RSUs) under OFSS Stock Plan 2014. The Stock Options granted under the Scheme 2002, Scheme 2010 and Scheme 2011, each of 20% of the total options granted will vest on completion of 12, 24, 36, 48 and 60 months from the date of grant 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 from the date of grant. The employee pays the exercise price upon exercise of option. The Stock Options / RSUs granted in Financial year 2014-15 under OFSS Stock Plan 2014, each of 25% of the total Stock Options / RSUs will vest on completion of 12, 24, 36 and 48 months from the date of grant and is subject to continued employment of the employee of the Company or its subsidiaries. Options have exercise period of 10 years from the date of grant. The employee pays the exercise price upon exercise of option. The details of the options / RSUs granted under the Scheme 2002, Scheme 2010, Scheme 2011 and OFSS Stock Plan 2014 to eligible employees / directors from time to time are given below: Particulars Scheme Scheme Scheme OFSS Stock OFSS Stock Total 2002 2010 2011 Plan 2014 Plan 2014 (Stock Options) (RSUs) Pricing Formula At the market price as on the date of grant `5 Variation of terms of options / RSUs None None None None None Number of options / RSUs granted till 5,167,920 638,000 1,950,500 58,370 147,889 7,962,679 March 31, 2015 Number of options / RSUs lapsed* 614,725 267,962 208,250 – – 1,090,937 Number of options / RSUs exercised 4,516,795 205,348 327,622 – – 5,049,765 Total number of options / RSUs in force as 36,400 164,690 1,414,628 58,370 147,889 1,821,977 on March 31, 2015 * includes number of options / RSUs forfeited. 13


  • Page 16

    The details of Options / RSUs granted to Directors and Senior Managerial Personnel under Scheme 2011 and OFSS Stock Plan 2014 during the financial year ended March 31, 2015 are as follows: Particulars Number Number of of Options RSUs (OFSS (Scheme 2011) Stock Plan 2014) i. Director: Mr. Chaitanya Kamat Nil 25,000 Senior Managerial Personnel: Mr. Arvind Gulhati Nil 5,000 Mr. Avadhut Ketkar Nil 1,687 Mr. Edwin N Moses Nil 3,750 Mr. Jayant Joshi Nil 2,000 Mr. Mahesh Rao Nil 3,750 Mr. Makarand Padalkar Nil 10,000 Mr. Manmath Kulkarni Nil 3,125 Ms. Meenakshy Iyer Nil 375 Mr. Mohamed Yacob Nil 250 Mr. M. Ravikumar Nil 3,125 Mr. Vikram Gupta Nil 5,000 Mr. Vinayak Hampihallikar Nil 1,750 ii. Any other employee, who receives grant in any one year of option amounting to 5% or more of option / RSUs granted during the year Mr. James Finnegan 15,000 Nil iii. Identified employees who were granted option / RSUs, during any one year, equal Nil Nil to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant iv. Diluted Earnings Per Share (EPS) pursuant to the issue of shares on exercise of option ` 124.86 calculated in accordance with Accounting Standard 20 ‘Earnings Per Share’ issued by the Institute of Chartered Accountants of India Had compensation cost for the Company’s ESOP been determined based on fair value at the grant dates, the Company’s net profit and earnings per share would have been reduced to proforma amounts indicated below: (Amounts in ` million, except per share data) Particulars Year ended March 31, 2015 Profit as reported 10,580.20 Add: Employee stock compensation under intrinsic value method Nil Less: Employee stock compensation under fair value method (643.82) Proforma profit 9,936.38 Earnings per share Basic - As reported 125.38 - Proforma 117.75 Diluted - As reported 124.86 - Proforma 117.39 All stock options were granted at market price on the date of grant and RSUs were granted at the face value of the equity shares. The compensation cost arising on account of stock options and RSUs is calculated using the Intrinsic value method. Accordingly the disclosures in terms of Regulation 14 (C) (vii) of the SEBI (Share Based Employee Benefits) Regulations, 2014, are not applicable. Oracle Financial Services Software – Annual Report 2014-15


  • Page 17

    A summary of the activities in the Company’s Scheme 2002, Scheme 2010 and Scheme 2011 for the year ended March 31, 2015 are as follows: Particulars Scheme 2002 Scheme 2010 Scheme 2011 Shares Weighted Shares Weighted Shares Weighted arising from average exercise arising from average exercise arising from average exercise options price (`) options price (`) options price (`) Outstanding at beginning of year 91,300 1,976 311,050 2,069 1,703,125 2,783 Granted – – – – 15,000 3,076 Exercised (54,900) 1,975 (141,028) 2,075 (274,797) 2,535 Forfeited – – (5,332) 2,050 (28,700) 2,667 Outstanding at end of the year 36,400 1,978 164,690 2,064 1,414,628 2,837 Vested options 24,400 91,901 347,178 Unvested options 12,000 72,789 1,067,450 Options vested during the year 12,000 70,103 344,550 Options forfeited / lapsed during Nil 5,332 28,700 the year The weighted average share price for the year over which stock options were exercised was ` 3,347. Money realized by exercise of options during the financial year 2014-15 was ` 1,097.6 million. The Company has recovered perquisite tax on the options exercised by the employees during the year. A summary of the activities in the Company’s OFSS Stock Plan 2014 are as follows: Particulars Year ended March 31, 2015 OFSS Stock Plan 2014 Shares Weighted average Shares Weighted average arising from RSUs exercise price (`) arising from exercise price (`) Options Outstanding at beginning of year – – – – Granted 147,889 5 58,370 3,241 Exercised – – – – Forfeited – – – – Outstanding at end of the year 147,889 5 58,370 3,241 Vested RSUs / Options – – Unvested RSUs / Option 147,889 58,370 The fair value of stock options / RSUs granted on granted on July 14, 2014 under Scheme 2011 was ` 1,542 and Stock Options and RSUs granted on March 30, 2015 under OFSS Stock Plan 2014 was ` 2,753, calculated as per the Black Scholes valuation model as stated in 24b in the notes to accounts. There were no Options / RSUs vested during the financial year 2014-15. The details of options unvested and options vested and exercisable as on March 31, 2015 are as follows: Particulars Exercise price (`) Number of options Weighted average Weighted average exercise price (`) remaining contractual life (Years) Options unvested 5 147,889 5 10.0 1,930 180,700 1,930 6.7 2,032 16,000 2,032 6.7 2,050 64,789 2,050 5.4 2,333 12,000 2,333 5.6 2,342 8,000 2,342 6.3 3,076 15,000 3,076 9.3 3,077 499,800 3,077 8.5 3,127 355,950 3,127 7.9 3,241 58,370 3,241 10.0 15


  • Page 18

    Particulars Exercise price (`) Number of options Weighted average Weighted average exercise price (`) remaining contractual life (Years) Options vested and exercisable 1,291 12,400 1,291 1.1 1,930 123,428 1,930 6.7 2,050 91,901 2,050 5.4 2,333 12,000 2,333 5.6 3,077 52,700 3,077 8.5 3,127 171,050 3,127 7.9 1,821,977 2,533 7.8 Employee stock purchase scheme (“ESPS”) The Company has adopted the ESPS administered through a Trust with name i-flex Employee Stock Option Trust (“the Trust”) to provide equity based incentives to key employees of the Company. i-flex Solution Trustee Company Ltd. is the Trustee of this Trust. 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 grant. 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 favor 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. No allocation of shares to the employees have been made through the Trust since 2005 and all selected employees under the Trust have exercised their right of purchase of shares prior to March 31, 2014. In this regard, the Trustee Company has also filed a petition in the Hon’ble Bombay High Court to seek directions for utilization of the remaining unallocated shares along with the other assets held by the Trust for the benefit of the employees of the Company and the matter is presently pending before the Hon’ble Bombay High Court. A summary of the activities in the Company’s ESPS is as follows: (Number of shares) Particulars Year ended March 31, 2015 March 31, 2014 Opening balance of unallocated shares 166,142 166,142 Shares forfeited during the year – – Closing balance of unallocated shares 166,142 166,142 Opening balance of allocated shares – 2,750 Shares exercised during the year – (2,750) Shares forfeited during the year – – Closing balance of allocated shares – – Shares eligible for exercise – – Shares not eligible for exercise – – Total allocated shares – – Human resources Your Company maintains a healthy and productive environment and offers clean and ergonomic workspaces. Human Resources are key assets of the your Company, and your Company invests continuously in imparting latest technology skills together with a range of soft skills to help them excel in their roles. Your Company has a strong performance management system together with a formal talent management processes to nurture employee careers, groom future leaders, and create a high performance workforce. Your Company follows global best HR practices. Your Company’s total manpower at the end of March 31, 2015 was 8,928 as compared to 9,220 as on March 31, 2014 (including employees of subsidiaries). Oracle Financial Services Software – Annual Report 2014-15


  • Page 19

    During the financial year, one complaint was filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the financial year and the same was resolved. There was no complaint outstanding as at the end of financial year. Corporate social responsibility The Company has constituted a Corporate Social Responsibility Committee and the Committee has formulated the Company’s Corporate Social Responsibility (“CSR”) Policy. The CSR Policy is in line with the provisions listed in Section 135 and Schedule VII of the Companies Act, 2013. The policy is available at: http://www.oracle.com/us/industries/financial-services/ofss-social-responsibility-2437852.pdf Pursuant to Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014, a report on the CSR activities for the financial year ended March 31, 2015 is enclosed as Annexure 4. Risk management policy The Company has established a Risk Management Policy (“Policy”) which sets out the Company’s principles and processes with regard to identification, analysis and management of applicable risks. The policy mandates the ways in which respective risks are expected to be mitigated and monitored. The Board has constituted a Risk Management Committee to monitor and review the Risk Management Plan for the Company. Internal financial controls The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Business Assessment & Audit team (“BAA”) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. The BAA monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, risk management system, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of BAA, the Company undertakes corrective actions in their respective areas thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented by the BAA to the Audit Committee. Directors’ responsibility statement As required under clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, for the financial year ended on March 31, 2015, the Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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 and loss of the company for that period; c) the directors had 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; d) the directors had prepared the annual accounts on a going concern basis; and e) the directors, had laid down internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Auditors M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration no. 101049W), were appointed as the Statutory Auditors of the Company by the Members at their Twenty Fifth Annual General Meeting held on September 12, 2014 to hold office till the conclusion of the Annual General Meeting to be held in the year 2017, subject to the ratification of their appointment at every Annual General Meeting. M/s. S.R. Batliboi & Associates LLP have confirmed their eligibility and willingness to accept office as the Statutory Auditors and also confirmed that they have not been disqualified to be appointed as the Statutory Auditors at the ensuing Annual General Meeting. Auditors’ report With regard to the Auditors’ comment in the CARO report concerning delays in payment of a few tax payments, e.g., Foreign Income Taxes, Foreign Value Added Tax and Foreign Withholding Tax, the Company would like to state the following: i. The Company has engaged international tax experts in the interpretation of laws and regulations relating to corporate taxes and VAT in foreign countries. The Company has however, been continuously evaluating and accruing towards any material tax exposures in the books taking a conservative approach and payments are made based on the advice of the tax experts. 17


  • Page 20

    ii. 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 ` 1.88 Crs. The Company and the employees ensure tax compliance in such countries as advised by the tax consultants. Conservation of energy and technology absorption and foreign exchange earnings and outgo The particulars as prescribed under sub-section (1)(e) of Section 134 of the Companies Act, 2013 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 regularly strives to utilize newer technologies with the view to conserve the energy and create an environmentally friendly work environment. The initiatives taken by the Company are summarized below: Desk-top / workstation refresh: Your Company carried out a major refresh of the laptops and desktops across the Company to deploy modern and energy efficient workstations. This has brought about significant savings in power, strengthened IT Security architecture. Network Migration: As an organization wide initiative migration of the enterprise networks to MPLS technology has commenced. This migration was strategized and designed during this financial year. The implementation has also commenced and will continue to progress through the next 6 months. The technology reduces latency thereby increasing operational efficiencies. This is possible through a mesh network architecture vis-à-vis point to point architecture. This also improvises on the data and control plane protection aspects of the unified network architecture thereby creating a more secure operating environment. Online trainings: A new initiative launched during this financial year is the new online internal video platform. From individual contributors to executives, every employee now has access to securely find, share, record and store high-quality video content internally. This platform empowers individual to create and edit video messages, slides accompanied by audio, web camera recordings. This enhances communication across the globe, minimizing travel, increasing efficiencies from a support perspective as well by making self service operations easier and effective. Mobile Device Management: Management of external devices to an organization is constant challenge and this year, your Company introduced the Mobile Device Management platform which tracks, monitors and has the capability to delete company information from mobile devices in the event that it device is lost / stolen. This has led to better control over corporate data and thereby minimized the possibility of data loss or compromise. Availability Management: As a part of improvising on the availability requirements across the organization, there has been a dual initiative of management and back up of product source codes, as well as provisioning of infrastructure to manage any business disruption based on the criticality of business requirements. This has lead to a more robust operating environment, creating increased operating efficiencies. VOIP: During the year, your Company further expanded the communication infrastructure with the objective to provide a seamless multi-channel communication to all the employees by significantly enhancing the video calling options. Apart from improving productivity, this helps in reducing carbon footprint by reducing the travel. Virtualization: Virtualization has been further ingrained into the OFSS IT architecture, wherein the OFSS computing environment is almost completely virtualized. This has lead to better performance, better utilization of resources (i.e., space and power), increased operating efficiencies and leads to a greener work environment. All these initiatives planned lead to a more secure and efficient operating environment. ii. Foreign exchange earnings and outgo (Amounts in ` million) Foreign Exchange Earnings 31,743.62 (excluding reimbursement of travelling expenses) Foreign Exchange Outgo 8,586.74 (including capital goods & other expenditure) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans Your Company has established an extensive global presence across leading markets through its sales and marketing network. The Company will continue to focus on tapping various potential markets available globally. Experienced sales and marketing specialists focus on building strong international business presence to develop new export markets for your Company. Prospects A variety of changes are shaping the complexion and direction of the Banking and Financial Services (BFSI) industry, these challenges also raise several new opportunities. World-over, the banks are in a hurry to become relevant and competitive in the changing business landscape, and they aspire to adopt the same tools and technologies that have run one of the finest global banks. Oracle Financial Services Software – Annual Report 2014-15


  • Page 21

    The compelling drive for banks to final a response to the digital opportunities, adopting globally proven product that enable them to take a several notches up in their capability, the need to leverage the power of technology such as big data, cloud and analytics to deliver superior customer experience. Digitization is sweeping the banking world. Digitization means utilizing the right technology to deliver memorable customer experiences well into the future. Facing severe disruptive threats from young and nimble players that promise a unique financial convenience through the use of technology, financial institutions are urgently called upon to deliver superior customer experiences at the time and place determined by customers. The young generation with their here and now demand creates an opportunity for the banks to use their wealth of experience and strength of reliability to create a delightful customer experience. Banks are now strategically investing in platforms that are highly flexible, process-centric, scalable and sustainable well into the future. With a portfolio of offerings that addresses this very need, your Company sees this as a significant opportunity, and is maintaining an unremitting focus on it. Your Company’s wins in the last year have demonstrated that its products are relevant not just large banks in developed markets, but also small and specialized institutions in emerging and frontier markets. Through these and other similar successes, your Company has helped banks achieve their business vision by providing technology which preserves their investments for the long-term. Your Company will continue to pursue such opportunities vigorously. Employee particulars The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below: Following guidelines have been used when preparing this statement. For statistically relevant computation of median value of employee remuneration, employees who have served the entire 12 months in the corresponding fiscal year were used. Further, the expression “median” means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one; and if there is an even number of observations, the median is the average of the two middle values. The remuneration used for the analysis in this section excludes the (perquisite) value of the difference between the fair market value and the exercise price on the date of exercise of options, to make the comparisons relevant. (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year: Name of the Director Ratio to median remuneration Non Executive Directors Mr. S Venkatachalam1 3 Mr. Derek H Williams – Mr. Harinderjit Singh – Mr. Richard Jackson 2 Mr. Robert K Weiler – Ms. Samantha Wellington – Mr. William Corey West – Mr. Y M Kale2 2 Executive Directors Mr. Chaitanya Kamat1 43 1 Excludes the value towards difference between the fair market value and the exercise price on the date of exercise of options. 2 For the period April 1, 2014 to December 15, 2014. (ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year: Name and Title Percentage increase of remuneration in FY 2015 as compared to FY 2014 Mr. S Venkatachalam1 9% Mr. Derek H Williams – Mr. Harinderjit Singh – Mr. Richard Jackson2 32% Mr. Robert K Weiler – Ms. Samantha Wellington – Mr. William Corey West – Mr. Y M Kale3 – Mr. Chaitanya Kamat1 (18%) Mr. Makarand Padalkar1, Chief Financial Officer (5%) Mr. Hoshi Bhagwagar4, Company Secretary NA Mr. Jayant Joshi5, Company Secretary NA 1 Excludes the (perquisite) value towards difference between the fair market value and the exercise price on the date of exercise of options. 2 Increase on account of additional committee memberships in line with compensation policy of the Company. 19


  • Page 22

    3 For the period April 1, 2014 to December 15, 2014 and being for part of the year, comparison with the previous year is not relevant. 4 For the period April 1, 2014 to June 6, 2014 and being for part of the year, comparison with the previous year is not relevant. 5 For the period September 29, 2014 to March 31, 2015 and being for part of the year, comparison with the previous year is not relevant. (iii) The percentage increase in the Median Remuneration of Employees in fiscal 2015, as compared to fiscal 2014: 17%. (iv) The number of permanent employees on the rolls of the Company: 7,151 (v) The explanation on the relationship between average increase in remuneration and Company performance: The increase in the remuneration is based on individual performance of each employee within overall budget reflecting the overall performance of the Company, strategic priorities, and talent market dynamics. On a consolidated basis, Company’s operating income in the fiscal 2015 increased by 12% as compared to fiscal 2014. During the year the employees received average increase in the compensation of 13%. (vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The remuneration of key managerial personnel is compared with the consolidated revenue (` 39,049 million) and net profits (` 11,923 million) of the Company for the fiscal 2015. (Amounts in ` thousand) Name of the key managerial personnel (KMP) Remuneration in As % of As % of Net fiscal 2015 Revenues profit Aggregate remuneration of KMP1 53,030 0.14% 0.44% 1 Excludes an amount of ` 126,040 towards perquisite on ESOPs exercised in financial year 2014-15. Including this, the percentages above would have been 0.46% and 1.5% respectively. (vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year: Particulars March 31, 2015 March 31, 2014 % Change Market Capitalization as per NSE Price (` Crs.) 27,585 25,979 6.2% Price Earnings Ratio 26 23 15.0% Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer on June 28, 2002: Particulars March 31, 2015 June 28, 2002* Change Market Price (NSE) ` 3,260.05 ` 250.53 1,201% Market Price (BSE) ` 3,257.60 ` 249.73 1,204% *Adjusted for any corporate actions. (viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the financial year 2014-15, the average increments given to the employee other than the managerial personnel was around 13%. The Average percentile change in the compensation of KMP shows decrease of 17% as compared to previous financial year excluding the perquisite value of the options exercised. (ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company; The comparison of the remuneration of key managerial personnel is done with the consolidated revenue (` 39,049 million) and net profits (` 11,923 million) of the Company for the fiscal 2015. (Amounts in ` thousand) Name of the key managerial personnel (KMP) Remuneration in As % of As % of Net fiscal 2015 Revenues profit Mr. Chaitanya Kamat1, Managing Director and CEO 41,542 0.11% 0.35% Mr. Makarand Padalkar2, Chief Financial Officer 9,047 0.02% 0.08% Mr. Hoshi Bhagwagar3, Company Secretary 1,522 NA NA Mr. Jayant Joshi4, Company Secretary 919 NA NA 1 Excludes an amount of ` 92,894 towards perquisite on ESOPs exercised in FY 2014-15. Including this, the percentages above would have been 0.34% and 1.13% respectively. 2 Excludes an amount of ` 32,717 towards perquisite on ESOPs exercised in FY 2014-15. Including this, the percentages above would have been 0.11% and 0.35% respectively. Oracle Financial Services Software – Annual Report 2014-15


  • Page 23

    3 For the period April 1, 2014 to June 6, 2014; Excludes an amount of ` 429 towards perquisite on ESOPs exercised in FY 2014-15 and being for part of the year, the percentages to revenue and net profit are not relevant. 4 For the period September 29, 2014 to March 31, 2015 and being for part of the year, the percentages to revenue and net profit are not relevant. (x) The key parameters for any variable component of remuneration availed by the directors: The Independent directors are entitled for such fees and remuneration including commission as the Board or the Nomination and Remuneration Committee may approve from time to time within the limits as approved by the Members in the past and subject to such limits, prescribed under the Companies Act, 2013. Managing Director and CEO is entitled for Performance linked Bonus which is Payable annually or at other intervals, as may be decided by the Board of Directors of the Company (“the Board”) or the Nomination and Remuneration Committee of the Board as approved by the Members in the past and subject to such limits, prescribed under the Companies Act, 2013. (xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: During the Financial year 2014-15, no employee received remuneration in excess of the highest-paid director. (xii) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. 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, Chennai, Mumbai, and Pune, Special Economic Zone authorities at SEEPZ and Cochin, 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, co-operation and diligence with a view to achieving consistent growth for the Company. For and on behalf of the Board S Venkatachalam Chairman DIN: 00257819 July 23, 2015 21


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    Annexure 1 Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2015 of ORACLE FINANCIAL SERVICES SOFTWARE LIMITED [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. Registration and Other Details: I. CIN L72200MH1989PLC053666 II. Registration Date September 27, 1989 III. Name of the Company Oracle Financial Services Software Limited IV. Category / Sub-Category of the Company Company Limited by shares / Indian Non-Government Company V. Address of the Registered Office and contact details Oracle Park Off Western Express Highway, Goregaon (East) Mumbai 400063 Maharashtra, India Tel : 91 22 6718 3000 Fax : 91 22 6718 4604 Email : investors-vp-ofss_in_grp@oracle.com Website : www.oracle.com/financialservices VI. Whether listed company - Yes / No Yes VII. Name, Address and contact details of Registrar & Transfer Link Intime India Private Limited Agents (RTA), if any C-13 Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West) Mumbai 400078 Tel.: +91-22-2594 6970 Fax: +91-22-2594 6969 Contact person: Mr. Mahesh Masurkar Team Leader - Investor Relation Registry Email: rnt.helpdesk@linkintime.co.in II. Principal Business Activities of the Company All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. Name and Description of main products / services NIC Code of the % to total turnover No. product / service of the company 1. The Company is engaged in developing, selling and marketing 62011 100 computer software, computer systems; providing consultancy and other information technology related activities Oracle Financial Services Software – Annual Report 2014-15


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    III. Particulars of Holding, Subsidiary and Associate Companies- Sl. Name and Address of the Company CIN / GLN Holding / % of Applicable No. Subsidiary / Shares Section Associate Held 1. Oracle Global (Mauritius) Limited − Holding 74.52 Section 2(46) c/o Citco (Mauritius) Limited 4th Floor, 1 Cyber City Cyber City, Ebene, Mauritius 2. Oracle Financial Services Software b.v. − Subsidiary 100.00 Section 2(87) Barbara Strozzilaan 201 1083 HN Amsterdam The Netherlands 3. Oracle Financial Services Software SA − Subsidiary 100.00 Section 2(87) 265 Mesogion Avenue 154 51, Neo Psychiko, Athens, Greece 4. Oracle Financial Services Software Pte. Ltd. − Subsidiary 100.00 Section 2(87) 27 International Business Park #02-01 iQuest@IBP Singapore 609924 5. Oracle Financial Services Consulting Pte. Ltd. − Subsidiary 100.00 Section 2(87) 27 International Business Park #04-01 iQuest@IBP Singapore 609924 6. Oracle Financial Services Software America Inc. − Subsidiary 100.00 Section 2(87) 399 Thornall street, 6th floor, Edison NJ 08837 7. Oracle Financial Services Software Inc. − Subsidiary 100.00 Section 2(87) 399 Thornall street, 6th floor, Edison NJ 08837 8. Mantas Inc. − Subsidiary 100.00 Section 2(87) 13650 Dulles Technology Drive, Suite 300 Herndon, VA 20171, USA 9. Sotas Inc. − Subsidiary 100.00 Section 2(87) 13650 Dulles Technology Drive, Suite 300 Herndon, VA 20171, USA 10. Mantas India Private Limited U72900DL1999PTC099923 Subsidiary 100.00 Section 2(87) 105, Anupam Plaza - I 6, Local Shopping Centre Ghazipur, New Delhi 110096 11. Oracle (OFSS) ASP Private Limited U72900MH2001PTC131264 Subsidiary 100.00 Section 2(87) Oracle Park, Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India 12. Oracle(OFSS) Processing Services Limited U72900MH2005PLC151334 Subsidiary 100.00 Section 2(87) Oracle Park, Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India 13. ISP Internet Mauritius Company (Mauritius) − Subsidiary 100.00 Section 2(87) C/o CIM CORPORATE SERVICES LTD Les Cascades Building Edith Cavell Street Port -Louis, Mauritius 14. Oracle (OFSS) BPO Services Inc. − Subsidiary 100.00 Section 2(87) 17682 Mitchell N., Suite 200 Irvine, CA - 92614 USA 15. Oracle (OFSS) BPO Services Limited U72900DL2002PLC180572 Subsidiary 100.00 Section 2(87) A-16 / 9 Vasant Vihar New Delhi 110057 India 23


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    Sl. Name and Address of the Company CIN / GLN Holding / % of Applicable No. Subsidiary / Shares Section Associate Held 16. Oracle Financial Services Software − Subsidiary 100.00 Section 2(87) Chile Limitada Av. del Valle 537, piso 3 Huechuraba Santiago - Chile 17. Oracle Financial Services Software − Subsidiary 100.00 Section 2(87) (Shanghai) Limited Room 806, No 155 Tianjin Road, Huangpu District, Shanghai, PRC China 18. Sarvatra Technologies Private Limited U72309PN2000PTC015028 Associate 6.06 Section 2(6) 242, Shaniwar Peth Pune 411030 Maharashtra, India 19. LOGIN S.A. − Associate 33.00 Section 2(6) 56, boulevard de la Mission Marchand 92400 Courbevoie France IV. Share Holding Pattern (Equity share capital breakup as percentage of Total Equity) (i) Category-wise Share Holding Category Category of No. of Shares held at the beginning of the No. of Shares held at the end of the year % Change Code Shareholders year, as on April 1, 2014 as on March 31, 2015 during the Demat Physical Total % of Demat Physical Total % of year Total Total shares shares I II III IV V VI VII VIII IX X XI (A) Promoter (1) Indian (a) Individual / Hindu – – – – – – – – – Undivided Family (b) Central Government – – – – – – – – – (c) State Government(s) – – – – – – – – – (d) Bodies Corporate – – – – – – – – – (e) Banks / Financial – – – – – – – – – Institutions (f) Any Other – – – – – – – – – Sub-total (A) (1) – – – – – – – – – (2) Foreign (a) NRIs - Individuals – – – – – – – – – (b) Other - Individuals – – – – – – – – – (c) Bodies Corporate 63,051,197 – 63,051,197 74.93 63,051,197 – 63,051,197 74.52 0.41 (d) Banks / Financial – – – – – – – – – Institutions (e) Any other – – – – – – – – – Sub-total (A) (2) 63,051,197 – 63,051,197 74.93 63,051,197 – 63,051,197 74.52 0.41 Total shareholding of Promoter 63,051,197 – 63,051,197 74.93 63,051,197 – 63,051,197 74.52 0.41 (A) = (A)(1)+(A)(2) Oracle Financial Services Software – Annual Report 2014-15


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    Category Category of Shareholders No. of Shares held at the beginning of the No. of Shares held at the end of the year % Change Code year, as on April 1, 2014 as on March 31, 2015 during the Demat Physical Total % of Demat Physical Total % of year Total Total shares shares I II III IV V VI VII VIII IX X XI (B) Public Shareholding (1) Institutions (a) Mutual Funds / UTI 1,340,534 – 1,340,534 1.59 3,074,086 – 3,074,086 3.63 2.04 (b) Banks / Financial 4,978 – 4,978 0.01 19,830 – 19,830 0.02 0.01 Institutions (c) Central Government 4,000 – 4,000 – 4,000 – 4,000 0.01 0.01 (d) State Government(s) – – – – – – – – – (e) Venture Capital Funds – – – – – – – – – (f) Insurance Companies – – – – – – – – – (g) Foreign Institutional 10,296,433 – 10,296,433 12.24 9,176,148 – 9,176,148 10.85 (1.39) Investors (h) Foreign Venture – – – – – – – – – Capital Funds (i) Others – – – – – – – – – Sub-total (B)(1) 11,645,945 – 11,645,945 13.84 12,274,064 – 12,274,064 14.51 0.67 (2) Non-Institutions – – (a) Bodies Corporate i. Indian 973,441 – 973,441 1.16 1,039,001 – 1,039,001 1.23 0.07 ii. Overseas – – – – – – – – – (b) Individuals i. Individual shareholders 3,161,538 377,846 3,539,384 4.21 3,257,841 363,297 3,621,138 4.28 0.07 holding nominal share capital upto ` 1 lakh ii. Individual shareholders 1,140,631 234,000 1,374,631 1.63 1,058,131 122,000 1,180,131 1.40 (0.23) holding nominal share capital in excess of ` 1 lakh (c) Others i. Non-Resident Indians 125,127 12,000 137,127 0.16 155,966 – 155,966 0.18 0.02 (Repatriate) ii. Non-Resident Indians 744,936 3,200 748,136 0.89 742,155 3,200 745,355 0.88 (0.01) (Non-Repatriate) iii. Foreign Nationals – – – – 1,760 – 1,760 – – iv. Foreign Mutual Fund 2,442,005 – 2,442,005 2.90 1,708,991 – 1,708,991 2.02 (0.88) v. Clearing Member 50,317 – 50,317 0.06 36,983 – 36,983 0.04 (0.02) vi. Directors / Relatives 2,000 – 2,000 – 9,741 – 9,741 0.01 0.01 vii. Hindu Undivided 4,912 – 4,912 0.01 4,095 – 4,095 – (0.01) Family viii. Market Maker 128 – 128 – 3,076 – 3,076 – – ix. Overseas Bodies 800 – 800 – 800 – 800 – – Corporate x. Trusts 174,111 – 174,111 0.21 172,472 – 172,472 0.20 (0.01) xi. Foreign Portfolio – – – – 610,089 – 610,089 0.72 0.72 Investor (Corporate) Sub-total (B)(2) 8,819,946 627,046 9,446,992 11.23 8,801,101 488,497 9,289,598 10.97 (0.26) Total Public Shareholding 20,465,891 627,046 21,092,937 25.07 21,075,165 488,497 21,563,662 25.48 0.41 (B)=(B)(1)+(B)(2) (C) Shares held by Custodian for – – – – – – – – – GDRs & ADRs Grand Total (A+B+C) 83,517,088 627,046 84,144,134 100.00 84,126,362 488,497 84,614,859 100.00 0.00 25


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    (ii) Shareholding of Promoters Name of the Shareholders Shareholding at the beginning of the year Share holding at the end of the year % change as on April 1, 2014 as on March 31, 2015 in share No. of % of Total % of Shares No. of % of Total % of Shares holding Shares shares of the Pledged / Shares shares Pledged / during the Company encumbered to of the encumbered to year total shares Company total shares Oracle Global Mauritius Limited 63,051,197 74.93 – 63,051,197 74.52 – (0.41) Total 63,051,197 74.93 – 63,051,197 74.52 – (0.41) (iii) Change in Promoters’ Shareholding Name of the Shareholders Shareholding at the beginning of Cumulative shareholding during the year as on April 1, 2014 the year No. of Shares % of Total shares No. of Shares % of Total shares of the Company of the Company Oracle Global Mauritius Limited At the beginning of the year 63,051,197 74.93 63,051,197 74.93 Date wise Increase / Decrease in Promoters Share – – – – holding during the Year At the end of the year 63,051,197 74.52 The decrease in the percentage of total shares of the Company from 74.93 % to 74.52 % is due to the exercise of ESOPs by eligible employees of the Company. (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. Name of the Shareholders Shareholding at the beginning of Cumulative shareholding during No. the year as on April 1, 2014 the year No. of Shares % of Total shares No. of Shares % of Total shares of the Company of the Company 1. ICICI Prudential Dynamic Plan At the beginning of the year 653,196 0.78 653,196 0.78 Transactions (purchase / sale) from (459,349) (0.55) 193,847 0.23 April 1, 2014 to March 31, 2015 At the end of the year 193,847 0.23 2. HDFC Standard Life Insurance Company Limited At the beginning of the year 714,367 0.85 714,367 0.85 Transactions (purchase / sale) from 107,571 0.13 821,938 0.98 April 1, 2014 to March 31, 2015 At the end of the year 821,938 0.98 3. Macquarie Bank Limited At the beginning of the year 2,182,262 2.59 2,182,262 2.59 Transactions (purchase / sale) from (622,959) (0.74) 1,559,303 1.85 April 1, 2014 to March 31, 2015 At the end of the year 1,559,303 1.85 4. Mansfield (Mauritius) Limited At the beginning of the year 1,969,171 2.34 1,969,171 2.34 Transactions (purchase / sale) from – – 1,969,171 2.33 April 1, 2014 to March 31, 2015 At the end of the year 1,969,171 2.33 5. Merrill Lynch Capital Markets Espana S.A. S.V. At the beginning of the year 794,484 0.94 794,484 0.94 Transactions (purchase / sale) from (479,887) (0.57) 314,597 0.37 April 1, 2014 to March 31, 2015 At the end of the year 314,597 0.37 Oracle Financial Services Software – Annual Report 2014-15


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    Sl. Name of the Shareholders Shareholding at the beginning of Cumulative shareholding during No. the year as on April 1, 2014 the year No. of Shares % of Total shares No. of Shares % of Total shares of the Company of the Company 6. Morgan Stanley Asia (Singapore) Pte. At the beginning of the year 497,562 0.59 497,562 0.59 Transactions (purchase / sale) from (497,562) (0.59) – – April 1, 2014 to March 31, 2015 At the end of the year – – 7. Morgan Stanley Mauritius Company Limited At the beginning of the year 457,938 0.54 457,938 0.54 Transactions (purchase / sale) from (457,938) (0.54) – – April 1, 2014 to March 31, 2015 At the end of the year – – 8. Schroder International Selection Fund Asian Opportunities At the beginning of the year 442,152 0.53 442,152 0.53 Transactions (purchase / sale) from 54,741 0.07 496,893 0.60 April 1, 2014 to March 31, 2015 At the end of the year 496,893 0.60 9. Suffolk (Mauritius) Limited At the beginning of the year 2,772,805 3.30 2,772,805 3.30 Transactions (purchase / sale) from – – 2,772,805 3.28 April 1, 2014 to March 31, 2015 At the end of the year 2,772,805 3.28 10. Swiss Finance Corporation (Mauritius) Limited At the beginning of the year 420,398 0.50 420,398 0.50 Transactions (purchase / sale) from (185,231) (0.22) 235,167 0.28 April 1, 2014 to March 31, 2015 At the end of the year 235,167 0.28 (v) Shareholding of Directors and Key Managerial Personnel: Sl. Name of the Directors / Shareholding at the beginning of Cumulative Shareholding during No. Key Managerial Personnel (KMP) the year as on April 1, 2014 the year No. of Shares % of Total shares No. of Shares % of Total shares of the Company of the Company 1. Mr. S Venkatachalam At the beginning of the year April 1, 2014 1,000 0.00 1,000 0.00 ESOP exercised on September 23, 2014 4,000 0.00 5,000 0.00 At the end of the year 5,000 0.00 2. Mr. Chaitanya Kamat At the beginning of the year − − − − ESOP exercised on September 18, 2014 88,000 0.10 88,000 0.10 Sale on September 25, 2014 (507) 0.00 87,493 0.10 Sale on September 26, 2014 (195) 0.00 87,298 0.10 Sale on September 30, 2014 (1,500) 0.00 85,798 0.10 Sale on October 1, 2014 (10,000) 0.01 75,798 0.09 Sale on October 7, 2014 (2,637) 0.00 73,161 0.09 Sale on October 8, 2014 (8,347) 0.01 64,814 0.09 Sale on October 10, 2014 (1,548) 0.00 63,266 0.07 Sale on October 16, 2014 (52,031) 0.06 11,235 0.01 27


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    Sl. Name of the Directors / Shareholding at the beginning of Cumulative Shareholding during No. Key Managerial Personnel (KMP) the year as on April 1, 2014 the year No. of Shares % of Total shares No. of Shares % of Total shares of the Company of the Company Sale on October 22, 2014 (1,235) 0.00 10,000 0.01 Sale on December 1, 2014 (2,759) 0.00 7,271 0.01 Sale on December 3, 2014 (500) 0.00 6,741 0.01 Sale on December 4, 2014 (2,000) 0.00 4,741 0.01 Sale on December 5, 2014 (1,000) 0.00 3,741 0.00 At the end of the year 3,741 0.00 3. Mr. Makarand Padalkar - KMP At the beginning of the year 34,000 0.04 34,000 0.04 ESOP exercised on September 18, 2014 29,640 0.03 63,640 0.08 Sale on September 24, 2014 (6,813) 0.01 56,827 0.07 Sale on September 25, 2014 (7,646) 0.01 49,181 0.06 Sale on October 9, 2014 (2,000) 0.00 47,181 0.06 Sale on March 23, 2015 (25,000) 0.03 22,181 0.03 At the end of the year 22,181 0.03 4. Mr. Hoshi D Bhagwagar - KMP* At the beginning of the year 300 0.00 300 0.00 ESOP exercised on May 2, 2014 200 0.00 500 0.00 Upto June 6, 2014 500 0.00 * resigned with effect from June 6, 2014. The following Directors / Key Managerial Personnel (KMP) did not hold any shares during the Financial Year 2014-15: • Mr. Richard Jackson - Independent Director • Mr. Harinderjit Singh - Director • Ms. Samantha Wellington - Director • Mr. Derek H Williams - Director • Mr. Robert K Weiler - Director • Mr. William Corey West - Director • Mr. Y M Kale* - Independent Director • Mr. Jayant Joshi - KMP * resigned with effect from December 15, 2014. V. Indebtedness The Company has not availed any loan during the year and is a debt-free company. VI. Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director, Whole-time Directors and / or Manager: (Amounts in ` thousand except No. of RSUs) Sl. Particulars of Remuneration Total Amount (`) No. Mr. Chaitanya Kamat, Managing Director & CEO 1. Gross salary (a) Salary as per provisions contained in Section 17(1) of the 40,834 Income-Tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-Tax Act, 1961 93,602 (c) Profits in lieu of salary under Section 17(3) Income-Tax Act, 1961 2. Stock Option (RSU) 25,000 − 3. Sweat Equity − − 4. Commission as % of profit − others, specify… − 5. Others, please specify − Total (A) 134,436 Ceiling as per the Act (5% of the profits calculated under Section 198 812,528 of the Companies Act, 2013) Oracle Financial Services Software – Annual Report 2014-15


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    B. Remuneration to other directors: (Amounts in ` thousand) Sl. Particulars of Remuneration Name of Directors Total No. Amount S Venkatachalam Derek H Harinderjit Richard Robert K Samantha William Y M Kale* Williams Singh Jackson Weiler Wellington Corey West 1. Independent Directors Fee for attending board / − − − − − − − − − committee meetings Commission 2,833 − − 1,709 − − − 1,533 6,075 Others, please specify – − − − − − − − – Total (1) 2,833 − − 1,709 − − − 1,533 6,075 2. Other Non-Executive Directors Fee for attending board / − − − − − − − − − committee meetings Commission − − − − − − − − − Others, please specify − − − − − − − − − Total (2) − − − − − − − − − Total (B)=(1+2) 2,833 − − 1,709 − − − 1,533 6,075 Total Managerial Remuneration 140,511 (A+B) Overall ceiling as per the Act – − − – − − − − 162,506 (1% of the profits calculated under Section 198 of the Companies Act, 2013) * resigned with effect from December 15, 2014. C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Amounts in ` thousand) Sl. Particulars of Remuneration Key Managerial Personnel Total No. Amount (`) Company CFO Secretary* 1. Gross salary (d) Salary as per provisions contained in Section 17(1) of the Income-tax 2,441 8,847 11,288 Act, 1961 (e) Value of perquisites u/s 17(2) Income-tax Act, 1961 429 32,916 33,345 (f) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 − − − 2. Stock Option (RSU's) − − − 3. Sweat Equity − − − 4. Commission - as % of profit − − − - others, specify… − − − 5. Others, please specify − − − Total 2,870 41,763 44,633 * includes remuneration paid to Mr. Hoshi D Bhagwagar (April 1, 2014 to June 6, 2014) - Company Secretary and Compliance Officer and to Mr. Jayant Joshi (September 29, 2014 to March 31, 2015) - Company Secretary and Compliance Officer. In addition to above, during the year 2014-15, 12,000 RSU's (Company Secretary - 2,000, CFO - 10,000) were granted. VII. Penalties / Punishment / Compounding of Offences: There were no penalties / punishments / compounding of offences under any section of the Companies Act, 2013, against the Company or its Directors or any of its other officers in default, if any, during the Financial year 2014-15. 29


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    Annexure 2 AOC - 2 Particulars of contracts / arrangements made with related parties [Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014] This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm's length basis There were no contracts or arrangements or transactions entered in to during the year ended March 31, 2015, which were not at arm's length basis. 2. Details of material contracts or arrangement or transactions at arm's length basis The details of material contracts or arrangement or transactions at arm's length basis for the year ended March 31, 2015 are as follows : Name of the related party Nature of Duration of the contract Salient terms of the Amounts relationship contract (*) in ` million Nature of Contract : Sale / purchase of banking software product licenses & Consulting including Reimbursement / recovery of expenses Oracle Corporation (South Fellow subsidiaries January 1, 2014 - ongoing Distribution of Company’s 1,271.94 Africa) (Pty) Limited Products and to perform services based on agreed transfer pricing norms Oracle Financial Services Direct Subsidiaries July 1, 2013 - ongoing Distribution of Company’s 8,516.27 Software B.V. Products and to perform services based on agreed transfer pricing norms Oracle Financial Services Direct Subsidiaries July 1, 2013 - ongoing Distribution of Company’s 14,088.07 Software, Inc. Products and to perform services based on agreed transfer pricing norms Oracle Financial Services Direct Subsidiaries July 1, 2013 - ongoing Distribution of Company’s 10,019.28 Software Pte. Ltd. Products and to perform services based on agreed transfer pricing norms Oracle Financial Services Direct Subsidiaries July 1, 2013 - ongoing Distribution of Company’s 866.90 Software (Shanghai) Limited Products and to perform services based on agreed transfer pricing norms Date(s) of approval by the Board : Not applicable, since the contracts were entered into in the Ordinary course of business and on arm's length basis. (*) Advances paid have been adjusted against billings, wherever applicable. for and on behalf of the Board of Directors of Oracle Financial Services Software Limited Mumbai S Venkatachalam July 23, 2015 Chairman Oracle Financial Services Software – Annual Report 2014-15


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    Annexure 3 SECRETARIAL AUDIT REPORT Form No. MR-3 FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015 [Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The Members ORACLE FINANCIAL SERVICES SOFTWARE LIMITED Oracle Park, Off. Western Express Highway Goregaon (East), Mumbai - 400063 I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good practices by ORACLE FINANCIAL SERVICES SOFTWARE LIMITED having CIN: L72200MH1989PLC053666 (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon. Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act,1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, whereas Overseas Direct Investment and External Commercial Borrowings were not applicable during the period; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992; (c) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; and (d) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (vi) Software Technology Parks of India rules and regulations. As per the explanations given to me in the representations made by the management and relied upon by me, during the period under review, provisions of the following regulations were not applicable to the Company: (a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. I have also examined compliance with the applicable clauses of the Listing Agreement for Equity Shares entered into by the Company with Stock Exchange(s). 31


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    Further to report that the Secretarial Standards issued by the Institute of Company Secretaries of India under the Companies Act, 2013 were not notified during the period and hence not verified. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above to this report except following: (1) the Composition of Board of Directors of the Company was not as per Section 149(4) of the Companies Act, 2013 and Clause 49IIA(2) of the Listing Agreement during the period from 15th December, 2014 to 31st March, 2015. (2) the Composition of Nomination and Remuneration Committee of the Company was not as per Section 178(1) of the Companies Act, 2013 and Clause 49IVA of the Listing Agreement during the period from 15th December, 2014 to 31st March, 2015. I further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non - Executive Directors except Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except for the Board Meeting held on 26th September, 2014 and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through and as informed, there were no dissenting members’ views and hence not recorded as part of the minutes. I further report that as per the explanations given to me in the representations made by the management and relied upon by me there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. As per the explanations given to me in the representations made by the management and relied upon by me, I further report that, during the audit period, except for the issue and allotment of equity shares to the employees of the Company under Employee Stock Option Plan (“ESOP”), there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc., having a major bearing on the Company's affairs. Prashant Diwan Practising Company Secretary FCS: 1403 CP: 1979 Date: 23.07.2015 Place: Mumbai This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report. Oracle Financial Services Software – Annual Report 2014-15


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    Annexure “A” To The Members ORACLE FINANCIAL SERVICES SOFTWARE LIMITED Oracle Park, Off. Western Express Highway Goregaon (East), Mumbai - 400063 My report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and books of Accounts of the company. 4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate, Specific and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company. Prashant Diwan Practising Company Secretary FCS: 1403 CP: 1979 Date: 23.07.2015 Place: Mumbai 33


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    Annexure 4 Annual Report on Corporate Social Responsibility Activities for Financial Year ended March 31, 2015 Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. Oracle Financial Services Software Limited (“Oracle”) is committed to using its resources to advance education, protect the environment, and enrich community life. Through a combination of grants, sponsorships, and volunteer support, Oracle works to improve the quality of life in communities where it does business. The Company Policy governing Corporate Social Responsibility (“CSR”) is in line with the regulation specified in section 135 and schedule VII of the Companies Act, 2013 (“the Act”). The policy is available at www.oracle.com/financial services CSR activities include, but are not be limited to, the following: l Award cash grants to nonprofit organizations, nongovernmental organizations (NGOs), and other implementation partners, incorporated in India, with track records of at least three years. Grants will: ° advance education, especially science, technology, engineering and mathematics (STEM); ° protect the environment and wildlife; and ° enrich community life by addressing health, hunger, and a variety of other community needs. l Develop, fund and execute Oracle Volunteers projects. l Award in-kind grants of software, curriculum, training, and certification resources to educational institutions from the Oracle Academy. The Company will not make contributions to any political party or its affiliations. 2. The Composition of the CSR Committee: The CSR Committee comprises of following Members: Mr. Chaitanya Kamat Chairman of the Committee Mr. S Venkatachalam Member Ms. Samantha Wellington Member 3. Average net profit of the Company for last three financial years: The average net profit of the company as per Rule 2(c)(f) of Companies (Corporate Social Responsibility) Rules is ` 16,476,554,473. 4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) : ` 329,531,089 5. Details of CSR spent during the financial year: (a) Total amount spent during the financial year: ` 119,320,718 (b) Amount unspent: ` 210,210,371 (c) Manner in which the amount spent during the financial year is detailed below. During the year ended March 2015, Oracle spent the CSR funds across 33 programs / projects through various NGOs and other organizations in three areas of its focus, namely Education, Environment and Community. The particulars are given below: Sr. Particulars Focus: Education Focus: Environment Focus: Community Total No. 1 CSR project or activity 19 projects / programs for 5 projects / 9 rural 33 projects identified. promoting programs for development / programs a) education and employment promoting projects / programs through enhancing vocation skills, environmental for eradicating 33 NGO especially among children, sustainability, hunger, poverty partners women, elderly & differently ecological balance, and malnutrition, abled persons and protection of promoting b) gender equality, flora and fauna, preventive health empowering women, setting animal welfare, care and sanitation up homes and hostels for agro forestry, and making women and orphans; old age conservation of available safe homes, daycare centers and natural resources drinking water. such other facilities for senior and maintaining citizens and measures for quality of soil, air reducing inequalities faced and water. by socially and economically backwards groups. Oracle Financial Services Software – Annual Report 2014-15


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    Sr. Particulars Focus: Education Focus: Environment Focus: Community Total No. 2 Sector in which the project Promoting Education & Promoting Rural development is covered Gender Equality environment and eradicating sustainability poverty 3 Projects or programs Projects are implemented across several districts in multiple states (Andhra Pradesh, (1) Local area or other Gujarat, Haryana, Karnataka, Maharashtra, New Delhi, Odisha, Rajasthan, Tamil Nadu, (2) Specify the State and Telangana and Uttar Pradesh) and 1 Union territory (Puducherry), and some projects District where projects or are Pan India Programs was undertaken 4 Amount outlay (Budget) 62,024,463 19,671,938 27,772,148 109,468,549 Project or Programs wise (`) 5 Amount spent on the 62,024,463 19,671,938 27,772,148 109,468,549 projects or Programs (`) (1) Direct expenditure on 62,024,463 19,671,938 27,772,148 109,468,549 projects or programs (`) (2) Overheads (`) 5,582,202 1,770,474 2,499,493 9,852,169 (Agency Fees (Agency Fees (Agency Fees for services) for services) for services) 6 Cumulative expenditure up 67,606,665 21,442,412 30,271,641 119,320,718 to the reporting period (`) 7 Amount spent: Direct or 67,606,665 21,442,412 30,271,641 119,320,718 through Implementing agency (`) Details of implementing agency: Charities Aid Foundation, a Trust registered under Indian Trusts Act 1882 and having registered office at 136, IInd Floor, Vishal House, Jamrudpur, New Delhi, 110048. 6. In case the company has failed to spend the two per cent, of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. As per the requirements of Section 135 of the Companies Act, 2013 the Company was required to spend an amount of ` 329.50 million for financial year 2014-15 based on the average net profits of the three immediately preceding financial years. The Company has contributed an amount of ` 119.32 million during this financial year. This being the first year of CSR initiative, the Company is in the process of building up the CSR programs in a prudent way. The Company intends to spend the full 2% by the Financial Year 2016-17 on CSR activities. 7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company. We hereby confirm that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company. Chaitanya Kamat S Venkatachalam Chairman of the Committee Member of the Committee Place: Mumbai Date: July 14, 2015 35


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    Corporate governance report The detailed report on Corporate Governance of Oracle Financial Services Software Limited (“the Company”) for the financial year 2014-15 as per Clause 49 of the Listing Agreement entered with Stock Exchanges is set out below. 1. Company’s philosophy on code of governance The Company believes in adopting and adhering to globally recognized corporate governance practices and continuously benchmarking itself against such practices. The Company understands and respects its fiduciary role and responsibility to its Members and strives to meet their expectations. 2. Board of Directors 2.1 Composition and category The composition of the Board of Directors of the Company (“the Board”) as on March 31, 2015, was as under: Name of the Director Designation Category Directorships Chairmanship Membership of in other of Committees Committees of Companies of Boards Boards of other of other Companies Companies Mr. S Venkatachalam Chairman Non-Executive, 3 Nil Nil Independent Director Mr. Chaitanya Kamat Managing Executive, Nil Nil Nil Director & CEO Non-Independent Director Mr. Derek H Williams Director Non-Executive, 4 1 Nil Non-Independent Director Mr. Harinderjit Singh Director Non-Executive, 1 Nil Nil Non-Independent Director Mr. Richard Jackson Director Non-Executive, 3 Nil 2 Independent Director Mr. Robert K Weiler Director Non-Executive, Nil Nil Nil Non-Independent Director Ms. Samantha Wellington Director Non-Executive, 45 Nil Nil Non-Independent Director Mr. William Corey West Director Non-Executive, 6 Nil Nil Non-Independent Director Notes: 1. All Directorships of Mr. Derek H Williams, Mr. Harinderjit Singh, Mr. Richard Jackson and Mr. William Corey West are in foreign companies. 2. Majority of Directorships of Ms. Samantha Wellington are in foreign companies. 3. None of the directors on the Board hold directorships in more than ten public companies. Further, none of them is a Member of more than ten committees or Chairman of more than five committees across all the public companies in which he / she is a Director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the Directors. None of the Directors are related inter se. 4. For the purpose of determining the number of membership / chairmanship of the Committees of the Board of other Companies, only the Audit Committee and the Stakeholders Relationship Committee are considered. 5. Independent Directors are Non-Executive Directors as defined under Clause 49(II)(B)(1) of the Listing Agreement entered into with the Stock Exchanges. The maximum tenure of the Independent Directors is in compliance with the Companies Act, 2013 (“Act”). All the Independent Directors have confirmed that they meet the criteria as mentioned under Clause 49 of the Listing Agreement and Section 149 of the Act. 6. Mr. William Corey West resigned with effect from July 22, 2015. 7. Ms. Maria Smith was appointed as an Additional Director on July 23, 2015. 8. Mr. Sridhar Srinivasan was appointed as an Additional Director on July 23, 2015. Oracle Financial Services Software – Annual Report 2014-15


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    2.2 Attendance of each Director at the Board Meetings and the last Annual General Meeting The Company holds Board Meetings at regular intervals. The detailed agenda along with the explanatory notes is circulated in advance. The Directors can suggest inclusion of any item to the agenda at the Board Meeting. The Independent Directors actively participate in the Board Meetings and contribute to the decision making process by expressing their opinions, views and suggestions. During the Financial Year 2014-15, eight Board Meetings were held on the following dates: May 16, 2014, July 24, 2014, August 7, 2014, September 8, 2014, September 12, 2014, September 26, 2014, November 12, 2014 and February 13, 2015. Necessary quorum was present for all the meetings. During the year, a separate meeting of Independent Directors was held inter-alia to review the performance of Non-Independent Directors and the Board as a whole. The attendance of the Directors at the Board Meetings and the Annual General Meeting held during the financial year 2014-15 was as under: Name of the Director Number of Board Meetings attended Last AGM attended Mr. S Venkatachalam 7 Yes Mr. Chaitanya Kamat 6 Yes Mr. Derek H Williams 8 Yes Mr. Harinderjit Singh 6 No Mr. Richard Jackson 7 Yes Mr. Robert K Weiler 5 No Ms. Samantha Wellington 7 Yes Mr. William Corey West 5 No Mr. Y M Kale* 5 No * resigned with effect from December 15, 2014. 2.3 Details of other directorships Details of the directorships of the Company’s Directors in other companies as on March 31, 2015 were as under: Name of the Director Other directorships Mr. S Venkatachalam Equifax Credit Information Services Private Limited Canara Robeco Asset Management Company Limited Sam Foundation for Eco Friendly Environment Mr. Chaitanya Kamat – Mr. Derek H Williams edos Asia-Pacific Pty Limited Nihon Oracle Kabushiki Kaisha PeopleSoft Australia Pty. Ltd. PeopleSoft Worldwide (M) Sdn. Bhd. Mr. Harinderjit Singh Children’s Discovery Museum, San Jose California Mr. Richard Jackson Novoview Ltd. ageas SA/NV Great Britain China Centre Mr. Robert K Weiler – Ms. Samantha Wellington AmberPoint Technology India Private Limited BEA Systems (China) Co., LTD BitzerMobile India Private Limited Eontec Limited FatWire Software India Private Ltd. Fidelio India Private Limited GoAhead Software India Private Limited GoldenGate Technologies South Asia Private Limited Hyperion Solutions (China) ltd. J.D. Edwards Europe Limited J.D. Edwards Software India Private Limited Logical Apps Solutions Pvt. Ltd. Micros Fidelio Group Holdings Limited Micros Fidelio Holdings Limited OCAPAC Distributor Partner OCAPAC Hardware Partner OCAPAC Holding Company OCAPAC Mauritius Holding Company Limited 37


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    Name of the Director Other directorships OCAPAC Research Company OCAPAC Research Partner Oracle Corporation (Thailand) Company Limited Oracle Hrvatska d.o.o. Oracle Hungary Kft. Oracle Romania SRL Oracle Senegal SARL Oracle Software (Nigeria) Limited Oracle Software d.o.o. Ljubljana Oracle Srbija & Crna Gora d.o.o. Beograd Oracle Technology Company Oracle Technology Systems (Ghana) Limited Oracle Technology Systems (Kenya) Limited PeopleSoft China Holding Corporation PeopleSoft India Private Ltd. Phase Forward Software Services India Private Limited ProfitLogic Software Private Limited Relsys (India) Private Limited Responsys Business Solutions India Private Limited Siebel Systems Ireland Holdings Limited Siebel Systems Software (India) Private Limited Sistemas Oracle de Chile, S.A. Sophoi Technologies Private Limited Sunday Bazar Internet Sales Private Limited Tekelec Systems India Private Limited Waban Software Private Limited Nihon Oracle Kabushika Kaisha Mr. William Corey West Oracle Australia Holdings Pty. Ltd. Oracle Consolidation Australia Pty. Ltd. Oracle Global (Mauritius) Limited Oracle Hong Kong Holdings Limited Oracle Singapore Holdings Pte. Ltd. Sun Microsystems Technology Ltd. 2.4 Details of Memberships of Board Committees None of the Directors of the Company hold Memberships in more than ten Committees, nor is any Director a Chairman in more than five Committees of the Boards of the companies where he holds directorships. For this purpose, “Committees” include Audit Committee and Stakeholders’ Relationship Committee of a Company. The details of the Memberships of the Company’s Directors in the above mentioned committees of all the Indian Public Limited Companies (including the Company) of which they are Members as on March 31, 2015 were as under: Name of the Director Audit Committee Stakeholders’ Relationship Committee Chairman Member Chairman Member Mr. S Venkatachalam – 1 1 – Mr. Chaitanya Kamat – – – 1 Mr. Derek H Williams – – – – Mr. Harinderjit Singh – – – – Mr. Richard Jackson 1 – – – Mr. Robert K Weiler – – – – Ms. Samantha Wellington – – – – Mr. William Corey West – 1 – – 3. Audit committee 3.1 Primary objectives and powers of the Audit Committee The primary objective of Audit Committee is to monitor and provide effective supervision of the management’s financial reporting process and to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. The powers of the Audit Committee include the following: 1. To investigate any activity within its terms of reference. 2. To seek information from any employee. Oracle Financial Services Software – Annual Report 2014-15


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    3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise, if it considers necessary. 5. To investigate into any matter within the powers conferred by the Board. 3.2 Broad terms of reference The terms of reference of the Audit Committee are as follows: 1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor, the fixation of remuneration, including audit fees and terms of appointment of auditors of the company; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements and the auditors’ report thereon before submission to the Board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of Clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report 5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval; 6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism, in case the same is existing. 19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; 20. Monitoring the end use of funds raised through public offers and related matters. 39


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    21. Review of following information: a. Management discussion and analysis of financial condition and results of operations; b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management; c. Management letters / letters of internal control weaknesses issued by the statutory auditors; d. Internal audit reports relating to internal control weaknesses; and e. The appointment, removal and terms of remuneration of the Chief internal auditor; and such other matters as may be prescribed and applicable from time to time. 3.3 Composition of the committee The Composition of Audit Committee as on March 31, 2015 was as under: Name of the Member Mr. Richard Jackson Chairman, Non-Executive, Independent Director Mr. S Venkatachalam Member, Non-Executive, Independent Director Mr. William Corey West Member, Non-Executive, Non-Independent Director Notes: 1. Mr. Y M Kale, Chairman of the Audit Committee resigned on December 15, 2014. 2. Mr. Richard Jackson was inducted in the Audit Committee and was appointed as the Chairman on December 16, 2014. 3. Mr. William Corey West resigned with effect from July 22, 2015. 4. Ms. Maria Smith was appointed as a Member of the Committee on July 23, 2015. 3.4 Meetings and attendance During the financial year 2014-15, five meetings of the Committee were held on May 16, 2014, August 6, 2014, September 8, 2014, November 11, 2014 and February 13, 2015. The Member’s attendance at the Committee Meetings is as under: Name of the Member Number of meetings attended Mr. Richard Jackson* 1 Mr. Y M Kale** 4 Mr. S Venkatachalam 5 Mr. William Corey West*** 4 * Mr. Richard Jackson was appointed as the Chairman of Audit Committee on December 16, 2014. ** Mr. Y M Kale resigned with effect from December 15, 2014. *** Mr. William Corey West resigned with effect from July 22, 2015. The Audit Committee invites the representatives of statutory and internal auditors, legal counsel and finance and other executives as appropriate for the meetings. 4. Nomination and Remuneration Committee 4.1 Brief description of terms of reference The terms of reference of Nomination and Remuneration Committee are as follows: l To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees; l To decide the remuneration payable to the directors and key managerial personnel; l To determine any profit linked, or otherwise, bonus policies (by whatever name called) and to decide on the amount of bonus payable to Directors and Key Managerial Personnel of the Company; l To administer and deal with all matters concerning the present and future Employee Stock Option Schemes and / or Employee Stock Purchase Scheme(s) of the Company, if any, by whatever name called, and to review performance criteria, set norms for considering allocation of stock options and grant stock options to the eligible Directors and employees of the Company and its subsidiary companies from time to time; l To formulate criteria for evaluation of Independent Directors and the Board; l To devise a policy on Board diversity; Oracle Financial Services Software – Annual Report 2014-15


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    l To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and to carry out evaluation of every director’s performance, and; l To appoint any personnel of the Company and to formulate a sub-committee to act on behalf of the NRC. 4.2 The Composition of the Committee, Meetings and Attendance During the financial year 2014-15, two meetings of the Committee were held on August 7, 2014 and September 12, 2014. In addition to that business was dealt with by passing circular resolutions. The Composition of Nomination and Remuneration Committee as on March 31, 2015 and the details of the meetings attended by the members are given below: Name of the Member Number of meetings attended Mr. Richard Jackson Chairman, Non-Executive, Independent Director 2 Mr. Harinderjit Singh Member, Non-Executive, Non-Independent Director 1 Mr. Y M Kale* Member, Non-Executive, Independent Director 1 * resigned with effect from December 15, 2014. Notes: 1. The Compensation Committee has been renamed as Nomination and Remuneration Committee on May 16, 2014. 2. Mr. Sridhar Srinivasan was appointed as a Member of the committee on July 23, 2015. 4.3 Nomination and Remuneration Policy The Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to the Directors and Key Managerial Personnel of the Company. The limit for the commission to be paid to the Board Members and the remuneration payable to the Managing Director & CEO of the Company are approved by the Members of the Company. The annual compensation including bonus of the Executive and Non-Executive Directors is approved by the Nomination and Remuneration Committee, within the parameters set by the Members of the Company. The criteria for payment of commission to the Non-Executive Directors include a base commission plus incremental commission depending on the number and type of committees where they are members or chairpersons. The Committee also has the mandate to review and recommend norms for ESOP allocation. 4.4 Details of remuneration paid to the Directors during the financial year 2014-15: (Amounts in ` thousand, except number of ESOPs) Name of the Director RSU granted Commission paid Salary Contribution to Total Amount under ESOPs Provident Fund paid during the year and other funds Mr. S Venkatachalam – 2,833 – – 2,833 Mr. Chaitanya Kamat 25,000 – 39,055 1,779 40,834 Mr. Derek H Williams – – – – – Mr. Harinderjit Singh – – – – – Mr. Richard Jackson – 1,709 – – 1,709 Mr. Robert K Weiler – – – – – Ms. Samantha Wellington – – – – – Mr. William Corey West – – – – – Mr. Y M Kale* – 1,533 – – 1,533 TOTAL 25,000 6,075 39,055 1,779 46,909 * resigned with effect from December 15, 2014. The Company accrues for gratuity benefit, compensated absences and bonus for all employees as a whole. It is not possible to ascertain the provision for individual director and hence the same has not been disclosed above. The Company discloses such benefits on cash basis. During the year, the Nomination and Remuneration Committee granted 25,000 Restricted Stock Units (RSUs) to Mr. Chaitanya Kamat, Managing Director & CEO under the OFSS Stock Plan 2014 at an exercise price of ` 5. The managerial remuneration paid to Mr. Chaitanya Kamat was within the limits approved by the Members of the Company and as envisaged in the Companies Act, 2013. The remuneration paid to Mr. Y M Kale, Mr. S Venkatachalam and Mr. Richard Jackson, the Non-Executive, Independent Directors of the Company by way of commission, as approved by the Members of the Company, does not exceed 1% of the net profits of the Company in any one financial year. There was no other remuneration paid to the Directors during the financial year 2014-15 except as stated above. 41


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    During the financial year ended March 31, 2015, the Nomination and Remuneration Committee granted 15,000 options under Employees Stock Option Plan 2011 (“Scheme 2011”) and 58,370 Stock Options and 147,889 Restricted Stock Units (RSUs) under OFSS Stock Plan 2014 to the eligible employees including Directors of the Company and its Subsidiaries as under: Date of Grant No. of Options / RSUs Exercise price (`) granted July 14, 2014 15,000 3,075.90 March 30, 2015 (Stock Options) 58,370 3,241.25 March 30, 2015 (RSUs) 147,889 5.00 The terms of Employee Stock Options / RSUs granted to the Directors were as under: Name of the Director Scheme@ Options Options Options Exercise Expiry Date / RSUs / RSUs / RSUs price (`) outstanding exercised outstanding as as at April 1, during the year at March 31, 2014 2015 Mr. S Venkatachalam 2011 10,000 4,000 6,000 1,929.95 December 19, 2021 Mr. Chaitanya Kamat 2002 60,000 36,000 24,000 2,333.45 October 24, 2020 2011 30,000 12,000 18,000 1,929.95 December 19, 2021 2011 100,000 20,000 80,000 3,126.85 February 4, 2023 2011 100,000 20,000 80,000 3,076.85 September 12, 2023 2014 (RSUs) – – 25,000 5.00 March 29, 2025 Mr. Derek H Williams – – – – – – Mr. Harinderjit Singh – – – – – – Mr. Richard Jackson – – – – – – Mr. Robert K Weiler – – – – – – Ms. Samantha Wellington – – – – – – Mr. William Corey West – – – – – – Mr. Y M Kale* # – – – – – – * all the options granted under the Scheme 2002 at an exercise price of ` 418.92 have already been exercised. # resigned with effect from December 15, 2014. @ Options under Scheme 2002 and 2011 (2002 ESOP Plan and ESOP 2011 Scheme) were issued at prevailing market price of shares on the respective dates of grant. These options vest over a period of 5 years from the date of grant and are subject to continued employment / directorship with the Company. The Stock options under Scheme 2014 (OFSS Stock Plan 2014) were issued at prevailing market price of shares on the date of grant and the RSUs were issued at ` 5 each. The options/RSUs granted during the financial year 2014-15 vest over a period of 4 years from the date of grant and are subject to continued employment / directorship with the Company. As on March 31, 2015, none of the Directors of the Company held any equity shares of the Company, except Mr. S Venkatachalam and Mr. Chaitanya Kamat, who hold 5,000 equity shares and 3,741 equity shares of the Company, respectively. 5. Stakeholders’ Relationship Committee The scope of the Stakeholders’ Relationship Committee is to review and address the grievances of the Members in respect of share transfers, transmission, dematerialization and rematerialization of shares and other share related activities. During the year, four meetings of the Committee were held on May 16, 2014, August 7, 2014, November 11, 2014 and February 13, 2015. The composition of Stakeholders’ Relationship Committee as on March 31, 2015 and details of attendance of the meetings by the Members are as under: Name of the Member Number of meetings attended Mr. S Venkatachalam Chairman, Non-Executive, Independent Director 4 Mr. Chaitanya Kamat Member, Executive, Non-Independent Director 2 Mr. Makarand Padalkar Member, Chief Financial Officer 4 Notes: 1. Shareholders’ Grievances Committee has been renamed as Stakeholders’ Relationship Committee effective October 1, 2014. 2. Mr. Chaitanya Kamat was appointed as a Member of Stakeholders’ Relationship Committee with effect from May 16, 2014. Oracle Financial Services Software – Annual Report 2014-15


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    6. Transfer Committee The scope of Transfer Committee is to consider and approve requests for transfer, transmission, rematerialization of shares and other investor related matters. The meetings are held as needed, based on such requests being received from the shareholders. During the year, one meeting of the Committee was held on December 12, 2014. The composition of Transfer Committee as on March 31, 2015 and the details of attendance of the meeting by the Members are as under: Name of the Member Number of meeting attended Mr. S Venkatachalam Chairman, Non-Executive, Independent Director 1 Mr. Makarand Padalkar Member, Chief Financial Officer 1 7. ESOP Allotment Committee The scope of ESOP Allotment Committee is to consider and approve requests for allotment of shares on exercise of stock options by eligible employees. During the year, twelve meetings of the Committee were held on May 2, 2014, June 11, 2014, July 23, 2014, September 3, 2014, September 18, 2014, September 23, 2014, September 25, 2014, October 20, 2014, November 26, 2014, January 7, 2015, February 23, 2015 and March 24, 2015. The composition of Committee as on March 31, 2015 and the details of attendance of the meetings by the Members are as under: Name of the Member Number of meetings attended Mr. Y M Kale* Chairman, Non-Executive, Independent Director 6 Mr. Chaitanya Kamat Member, Managing Director and Chief Executive Officer 9 Mr. S Venkatachalam Member, Non-Executive, Independent Director 12 Mr. Makarand Padalkar Member, Chief Financial Officer 12 * resigned from the Board on December 15, 2014. 8. Risk Management Committee The scope of Risk Management Committee is to formulate Risk Management Policy of the Company which will identify elements of risk, if any, which in the opinion of the Board might threaten the existence of the Company. During the financial year 2014-15, one meeting of the Committee was held on February 13, 2015. The composition of Committee as on March 31, 2015 and the details of attendance of the meeting by the Members are as under: Name of the Member Number of meeting attended Ms. Samantha Wellington Chairman, Non-Executive, Non-Independent Director 1 Mr. Chaitanya Kamat Member, Managing Director & Chief Executive Officer – Mr. Derek H Williams Member, Non-Executive, Non-Independent Director 1 Mr. Jayant Joshi Member, Company Secretary & Compliance Officer 1 Mr. Makarand Padalkar Member, Chief Financial Officer 1 The Committee invites the representatives of internal auditor and other stakeholders / executives as needed for the meetings. 9. Corporate Social Responsibility Committee The scope of Corporate Social Responsibility Committee is to prepare and recommend to the Board the Corporate Social Responsibility Policy (“CSR Policy”), recommend CSR activities and the amount the Company should spend on CSR activities, monitor the implementation of CSR Policy and activities from time to time, ensure compliance with all matters relating to CSR and to provide updates to the Board. During the financial year 2014-15, one meeting of the Committee was held on February 13, 2015. The composition of Committee as on March 31, 2015 and the details of attendance of the meeting by the Members are as under: Name of the Member Number of meeting attended Mr. Chaitanya Kamat Chairman, Managing Director & Chief Executive Officer – Mr. S Venkatachalam Member, Non-Executive, Independent Director 1 Ms. Samantha Wellington Member, Non-Executive, Non-Independent Director 1 The Committee invites the executives from Corporate Citizen program and other members of management for the meetings. 43


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    10. Other Committees The Company has a Business Responsibility Committee to oversee matters concerning the Business Responsibility Policy implementation and guidance and to decide on any matter or doubt with regard to the applicability, interpretation, operation and implementation of the BR policy. The Managing Director and Chief Executive Officer acts as the Chairman of the Committee and the other members are Chief Financial Officer, Chief Accounting Officer, Vice President and head HR, Legal Counsel and Compliance and Ethics Officer, Vice President Business Operations and Company Secretary & Compliance Officer. 11. Company Secretary and Compliance Officer Company Secretary and Compliance Officer Mr. Jayant Joshi (up to May 31, 2015) Mr. Onkarnath Banerjee (with effect from June 1, 2015) Address Oracle Financial Services Software Limited Oracle Park Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India Tel. + 91-22-6718 2814 Fax + 91-22-6718 4604 Email jayant.joshi@oracle.com onkarnath.banerjee@oracle.com 12. Details of shareholders’ complaints received, resolved and outstanding during the financial year 2014-15 Particulars No. of Complaints Complaints outstanding on April 1, 2014 Nil Complaints received during the financial year ended March 31, 2015 42 Complaints resolved during the financial year ended March 31, 2015 42 Complaints outstanding on March 31, 2015 Nil Number of pending share transfers as on March 31, 2015 - Nil 13. General body meetings 13.1 Location, date and time where last three Annual General Meetings were held: Financial Year Venue Day Date Time 2013-14 The Westin Garden City Friday September 12, 2014 2.30 p.m. International Business Park Oberoi Garden City, Goregaon (East) Mumbai 400063 2012-13 The Leela Kempinski Wednesday August 14, 2013 3.00 p.m. Sahar, Andheri (East), Mumbai 400059 2011-12 The Leela Kempinski Friday August 17, 2012 3.00 p.m. Sahar, Andheri (East), Mumbai 400059 13.2 The details of Special Resolutions passed in AGMs during the last three years are as under: Financial Year Day, Date & Time Venue Gist of Special Resolution Passed 2013-14 Friday The Westin Garden City, International Business No special resolution was passed. September 12, 2014 Park, Oberoi Garden City, Goregaon (East) at 2.30 p.m. Mumbai 400063 2012-13 Wednesday The Leela Kempinski, Sahar, Andheri (East) No special resolution was passed. August 14, 2013 Mumbai 400059 at 3.00 p.m. 2011-12 Friday, The Leela Kempinski, Sahar, Andheri (East) No special resolution was passed. August 17, 2012 Mumbai 400059 at 3.00 p.m. Oracle Financial Services Software – Annual Report 2014-15


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    13.3 There was no Extra-Ordinary General Meeting held during the Financial Years 2011-12, 2012-13 and 2013-14. 13.4 There were no matter requiring approval of the Members through Postal Ballot during the financial year ended March 31, 2015. 13.5 No special resolution is currently proposed to be conducted through postal ballot. 13.6 Procedure for the Postal Ballot: After receiving the approval of the Board of Directors for matters requiring shareholders approval by postal ballot, notice of the Postal Ballot, text of the Resolution along with Explanatory Statement, Postal Ballot Form and self-addressed postage pre-paid envelopes are required to be sent to the Members to enable them to consider and vote for or against the proposal within a period of 30 days from the date of dispatch. The calendar of events containing the activity chart is to be filed with the Registrar of Companies within 7 days of the passing of the Resolution by the Board of Directors of the Company. After the last date for receipt of the ballots, the Scrutinizer after due verification, is required to submit the results to the Chairman of the Board of Directors of the Company. Thereafter, the Chairman declares the result of the Postal ballot. The same is required to be published in the Newspapers and displayed on the website and the Notice Board at the registered office of the Company. In addition to the above, Clause 35B of the Listing Agreement requires the Company to offer electronic voting facility to shareholders for matters requiring approval by postal ballot. The Company has entered into agreement with the National Securities Depository Ltd. (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) for offering e-Voting platform in respect of those businesses, which are required to be transacted through postal ballot. 14. Disclosures a. All the relevant information in respect of materially significant related party transactions, i.e., transactions of the Company of material nature with its promoters, directors or management or their relatives, subsidiaries of the Company, etc. has been disclosed in the respective financial statements presented in the Annual Report. The Company did not undertake any transaction with any related party having potential conflict with the interest of the Company at large. b. The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years. c. The Company has a Whistle Blower mechanism which provides adequate safeguards to employees who wish to raise concerns about violations of the Code of Ethics and Business Conduct, incorrect or misrepresentation of any financial statements and reports, unethical behavior, etc. No employee has been denied access to the Audit Committee. The Whistle Blower mechanism forms part of the Code of Ethics and Business Conduct. d. The Company is compliant with the applicable mandatory requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges. The Clause further states that the non-mandatory requirements may be implemented at the discretion of the Company. Thus, of the non-mandatory requirements, the Company has complied with the requirement of Nomination and Remuneration Committee and also has a Whistle Blower Policy in place. e. The Ministry of Corporate Affairs, Government of India had issued the Corporate Governance Voluntary Guidelines, 2009 (“the Guidelines”). The objective of these Guidelines is to encourage companies to voluntarily adopt best practices in corporate governance. The Guidelines focuses on matters relating to functions of the Board, Audit Committee, Auditors role and Secretarial Compliance. The corporate governance framework of the Company already encompasses a significant portion of the recommendations contained in the Guidelines. f. Unclaimed Shares In terms of Clause 5A of the Listing Agreement entered with Stock Exchanges, the information with regard to unclaimed / undelivered shares relating to the initial public offering were as under: Particulars No. of Shareholders No. of Shares of ` 5 each Aggregate number of Shareholders and outstanding shares in the 2 40 suspense account as on April 1, 2014 Number of Shareholders who approached the Company for transfer – – of shares from the suspense account during the year Number of Shareholders and shares transferred from suspense – – account during the year Aggregate number of Shareholders and shares held in suspense 2 40 account as on March 31, 2015 The shares are held in the Unclaimed Shares Demat Suspense Account and the Voting rights of these unclaimed / undelivered shares remain frozen until the same are claimed by the shareholders. g. In terms of Clause 55 of the Listing Agreement, a Business Responsibility Report forms part of this Annual Report. 45


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    15. Means of communication During the Financial Year 2014-15: l The quarterly and annual results of the Company were published in widely circulated English and Marathi newspapers, such as The Business Standard and Sakal. The Company’s quarterly financial results, press releases, annual reports and other relevant corporate documents are posted on the Company’s website www.oracle.com/financialservices l Detailed Management’s discussion and analysis Report covering Indian GAAP consolidated and unconsolidated financials have been included in this Annual Report. l As per National Stock Exchange’s letter dated September 29, 2011, introducing Electronic filing of Corporate Governance and Shareholding Pattern, through NSE Electronic Application Processing System (NEAPS), the Company has been uploading the information relating to its Financial Results, Shareholding Pattern, Report on corporate governance, listing and trading applications and other relevant matters on website - https://www.connect2nse.com/LISTING l As per Bombay Stock Exchange’s Exchange Notice No. 20130208-6 dated February 8, 2013, introducing Electronic filing of Corporate Governance and Shareholding Pattern, through BSE Corporate Compliance & Listing Centre (the “Listing Centre”) with effect from February 8, 2013, the Company has been uploading the information relating to its Shareholding Pattern, Report on corporate governance, listing and trading applications and other relevant matters on website - http://listing.bseindia.com l Securities and Exchange Board of India (SEBI) introduced a centralized web based SEBI Complaints Redress System (SCORES) vide Circular no. CIR/OIAE/2/2011 dated June 3, 2011 for all Listed Companies. The Company has been online viewing the complaints, uploading Action Taken Reports (ATRs) and monitoring its current status on website - http://scores.gov.in/Admin l As per the Circular issued by Ministry of Corporate Affairs, the Company has filed its Balance Sheet and Profit and Loss Account in extensible Business Reporting Language (XBRL), for the financial year ended March 31, 2014. l As a part of Green Initiative in Corporate Governance, the Ministry of Corporate Affairs vide its Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 and pursuant to Section 101 and Section 136 and other applicable provisions of the Companies Act, 2013, read with relevant rules framed thereunder, Companies can serve Annual Reports and other communications through electronic mode to those Shareholders of the company who have registered their email address either with the Company or with the Depository. The Securities and Exchange Board of India (SEBI) has also permitted listed entities to supply soft copies of full annual reports to all those Shareholders who have registered their email addresses for the purpose under Clause 32 of the Listing Agreement executed with the stock exchanges. In case there is any change in your registered email address, please update the same with Company / Depository. The Company has since been annually sending communications to the incremental Members of the Company seeking their preference for receiving corporate documents and has issued / dispatched Annual Reports accordingly. 16. General shareholder information Annual General Meeting Day and Date Friday, September 11, 2015 Time 2.30 p.m. Venue The Westin Mumbai Garden City International Business Park Oberoi Garden City, Goregaon (East) Mumbai 400063 Financial Year April 1, 2014 to March 31, 2015 Dividend Payment Date Tuesday, September 22, 2015 Date of Book Closure Monday, September 7, 2015 to Friday, September 11, 2015 (both days inclusive) for Annual General Meeting and Final Dividend Listing on Stock Exchanges at BSE Ltd. (BSE); and National Stock Exchange of India Limited (NSE) Stock Code BSE Ltd. (BSE) 532466 National Stock Exchange of India Limited (NSE) OFSS Oracle Financial Services Software – Annual Report 2014-15


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    Listing The annual listing fees for the financial year 2015-16 have been paid to BSE and NSE. Unclaimed Dividend Pursuant to sections 205A, 205C and other applicable provisions, if any, of the Companies Act, 1956, any money transferred to the unpaid dividend account which remains unpaid or unclaimed for a period of 7 years from the date they become due for payment, is required to be transferred to the ‘Investor Education and Protection Fund’ set up by the Central Government. Since the amount of unclaimed dividend for all the financial years ended up to March 31, 2006 has been transferred to the ‘Investor Education and Protection Fund’ no further action is required in this regard. 17. Market price data Monthly high, low and volume of the shares of the Company traded on the stock exchanges from April 1, 2014 to March 31, 2015 are given below: Month and Year BSE NSE High (`) Low (`) Volume of Shares High (`) Low (`) Volume of Shares April 2014 3,270.00 2,977.60 33,314 3,271.20 2,975.10 422,841 May 2014 3,085.00 2,775.00 51,546 3,089.00 2,770.00 761,847 June 2014 3,142.00 2,805.00 59,341 3,144.00 2,812.30 667,289 July 2014 3,469.90 3,044.85 55,079 3,370.00 3,041.05 594,871 August 2014 3,643.00 3,259.60 162,427 3,644.00 3,259.70 917,693 September 2014 4,179.00 3,316.00 205,232 4,180.00 3,321.05 1,552,174 October 2014 3,553.70 3,152.05 31,979 3,557.95 3,150.00 556,758 November 2014 3,410.00 3,202.75 36,516 3,408.85 3,164.55 462,910 December 2014 3,565.30 3,174.50 485,882 3,565.05 3,162.60 739,256 January 2015 3,470.00 3,225.00 53,563 3,479.50 3,222.50 813,076 February 2015 3,466.00 3,225.00 34,537 3,475.50 3,228.00 339,369 March 2015 3,400.00 3,175.00 32,328 3,402.00 3,175.00 489,162 Relative movement chart The chart below gives the comparison of your Company’s share price movement on NSE vis-à-vis the movement of S&P CNX NIFTY for the year 2014-15. 9,500 4,200 8,500 3,700 S&P CNX NIFTY OFSSL Price (`) 7,500 3,200 6,500 2,700 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 OFSSL Price S&P CNX NIFTY 47


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    The chart below gives the comparison of your Company’s share price movement on NSE vis-à-vis the movement of S&P CNX NIFTY since the listing of the share on NSE. 1,700 1,600 1,500 1,400 1,300 1,200 Relative movement 1,100 1,000 900 800 700 600 500 400 300 200 100 0 Jul 2002 Jul 2003 Jul 2004 Jul 2005 Jul 2006 Jul 2007 Jul 2008 Jul 2009 Jul 2010 Jul 2011 Jul 2012 Jul 2013 Jul 2014 Jul 2015 OFSSL Price S&P CNX NIFTY 18. Registrars and Transfer Agents Link Intime India Private Limited (formerly Intime Spectrum Registry Limited) is the Registrars and Transfer Agents of the Company (“the RTA”) and their contact details are: Name Link Intime India Private Limited Address C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400078 Tel. +91-22-2594 6970 Fax +91-22-2594 6969 Contact person Mr. Mahesh Masurkar, Team Leader - Investor Relation Registry Email rnt.helpdesk@linkintime.co.in 19. Physical share certificate transfer system The RTA, on receipt of transfer deed along with share certificate(s) scrutinizes the same and verifies signature(s) of transferor(s) on the transfer deed with specimen signature(s) registered with the Company. A list of such transfers is prepared and checked thoroughly and a transfer register is prepared accordingly. The transfer register is placed before the Transfer Committee Meeting for approval, which meets as and when required. During the last financial year, there was no request received for transfer of shares in physical mode. Reconciliation of Share Capital Audit: A qualified Practicing Chartered Accountant has carried out reconciliation of Share Capital Audit for every quarter to reconcile the share capital held with depositories and in physical form with the issued / listed capital. The audit confirms that the total issued / paid-up / listed share capital is in agreement with the aggregate total number of shares in physical form and the total number of shares in dematerialized form held with NSDL and CDSL. Oracle Financial Services Software – Annual Report 2014-15

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