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    Oracle Financial Services Software Limited Annual Report 2018−19


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    Letter to Shareholders On behalf of the Board of Directors, I am pleased to report that for the financial year ended March 31, 2019, your Company posted consolidated revenue of ` 49.6 billion which is 10% higher than the revenue of financial year ended March 31, 2018. Consolidated net profit for the current financial year grew 12% over the previous financial year to reach ` 13.9 billion. Your Company continued to deliver strong operating results with the consolidated income from operations growing 19% over the last financial year to stand at ` 20.9 billion. Our operating margin stood at 42% for the financial year ended March 31, 2019 as compared to 39% for the financial year ended March 31, 2018. The Company maintained a good deal momentum, winning new customers and helping them in their transformational journey. We also strengthened ties with our existing customers, expanding the scope of our partnerships and gaining new business. Drawing on the strength of our ongoing relationship, Bank of Valletta p.l.c, Malta's largest bank, has chosen to implement Oracle Banking Digital Experience and Oracle Banking APIs (application program interfaces). CBZ Holdings Ltd., Zimbabwe continued to partner with us signing up for some of our new solutions including Oracle Banking Digital Experience, Oracle Banking Payments, Oracle Banking APIs, Oracle Banking Credit Facilities Process Management, Oracle Banking Corporate Lending Process Management, Oracle FLEXCUBE Universal Banking and Oracle Banking Corporate Lending. Heartland Bank, a specialist financial services provider in New Zealand, signed additional licenses for Oracle Banking Digital Experience, Oracle FLEXCUBE Universal Banking as well as Oracle Financial Services Lending and Leasing. The largest bank and the leading supplier of integrated financial services in Perú, Banco De Credito Del Peru has chosen to utilize Oracle Financial Services Analytical Applications. One of the leading Thai commercial banks, TMB Bank Public Company Limited, has extended its relationship with Oracle by signing a deal for Oracle Financial Services Analytical Applications. Your Company’s products and services continued to win accolades and industry recognition. We were named ‘Leader’ in IDC’s Worldwide End-to-End Corporate Banking Solution Providers 2019 Vendor Assessment report. Your Company was also named ‘Category Leader’ for Data Integrity and Control (DI&C) on Chartis’ FinTech Quadrant for DI&C solutions in Financial Services. Innovation is the key driver of our success. To enable customers take advantage of industry shifts, we launched a new solution, Oracle Banking APIs, which helps the banks seamlessly deliver partner solutions along with the banking services. We also announced the release of four new corporate banking engagement solutions. Oracle Banking Credit Facilities Process Management, Oracle Banking Corporate Lending Process Management and Oracle Banking Trade Finance Process Management are designed to help banks digitize the entire product lifecycle for corporates. Oracle Banking Virtual Accounts Management allows banks to offer a completely new set of services to their corporate clients. We significantly enhanced Oracle Financial Services Analytical Applications suite to meet the emerging compliance requirements and launched new offerings in the area of Enterprise Risk and Financial Crime & Compliance Management. We also expanded the product capabilities to deliver the emerging requirements for the insurance industry. There is a strong demand among today’s technologically savvy customers for new and improved banking services and experiences. Banks can take advantage of evolutions in technology and drive a truly revolutionary change. With an open banking platform, banks have the opportunity to provide highly personalized and truly engaging products and services. Leveraging APIs, banks can rapidly assemble, enable and digitize their services. Your Company provides enhanced value to its customers through a strong ecosystem of FinTech partners who complement our offerings. The opportunities are exciting and your Company is well prepared to take advantage of these trends. Armed with industry leading platforms and solutions built on modern, open, and intelligent technologies, we look forward to yet another rewarding year. On behalf of the Board of Directors and Management of Oracle Financial Services Software, I would like to thank you for your support and look forward to your continued goodwill as we tread firmly on the path of excellence. Regards, S Venkatachalam Chairperson Oracle Financial Services Software Limited 1


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    This page has been intentionally left blank. Oracle Financial Services Software – Annual Report 2018-19


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    Contents Ten year history 4 Corporate information 5 Directors’ report 8 Corporate governance report 34 Management’s discussion and analysis 47 Consolidated financials 61 Unconsolidated financials 129 Notice of annual general meeting 189 Attendance slip 205 Proxy form 207 Annual General Meeting Day and Date : Thursday, August 8, 2019 Time : 3.00 p.m. Venue : Courtyard By Marriott Mumbai International Airport C.T.S No. 215, Andheri Kurla Road Andheri East, Mumbai 400059 3


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    Ten year history Operating revenue Operating income 55,000 22,000 20,909 49,589 50,000 20,000 44,265 45,275 45,000 18,000 17,498 41,312 39,049 16,006 40,000 37,413 16,000 14,827 15,368 34,740 35,000 14,000 in ` million 13,277 in ` million 31,467 28,740 29,969 11,537 30,000 12,000 10,812 10,645 25,000 10,000 9,792 20,000 8,000 15,000 6,000 10,000 4,000 5,000 2,000 0 0 09-10 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 09-10 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 Net income Earnings per share 16,000 180 158.5 161.6 14,000 13,593 13,859 160 144.3 12,370 139.0 138.2 11,923 11,854 140 12,000 129.6 125.4 11,110 10,751 122.3 10,489 120 in ` million 10,000 9,093 106.0 100 in ` 7,737 90.2 8,000 80 6,000 60 4,000 40 2,000 20 0 0 09-10 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 09-10 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 Earnings per share is computed on the equity capital base of 85,751,987 shares as on March 31, 2019. Customers serviced ... in countries 1,400 160 1,362 1,318 1,300 1,289 155 154 1,247 152 1,200 1,195 Number of customers 1,132 150 148 147 1,100 1,084 145 Country base 1,028 145 1,000 141 141 142 971 922 140 139 900 137 135 800 130 700 600 125 500 120 09-10 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 09-10 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 Note: Amounts for financial year 2009-10 to 2014-15 are as per Consolidated Indian GAAP and for financial year 2015-16 to 2018-19 are as per Consolidated Ind AS. Oracle Financial Services Software – Annual Report 2018-19


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    Corporate information Oracle Financial Services Software Limited Board of directors S Venkatachalam, Chairperson Chaitanya Kamat, Managing Director and Chief Executive Officer Harinderjit Singh Jane Murphy Kimberly Woolley Makarand Padalkar, Whole-time Director and Chief Financial Officer Richard Jackson Sridhar Srinivasan Vincent Secondo Grelli Yong Meng Kau Company secretary and Bankers Compliance officer Bank of India HSBC Bank Onkarnath Banerjee Barclays Bank PLC J P Morgan Chase Citibank, N.A. Kotak Mahindra Bank Ltd. Chief accounting officer Deutsche Bank AG National Bank of Egypt Avadhut (Vinay) Ketkar HDFC Bank Ltd. Syndicate Bank Yes Bank Ltd. Legal counsel Management team Mohamed Yacob Arvind Gulhati Prajakt Deshpande Bindu Venkatesh Rajaram N Vadapandeshwara Registered office Dinakar Kini Rajendra Potdar Oracle Financial Services Software Limited Oracle Park Edwin Niranjan Moses Ravikumar V Off Western Express Highway Goregaon (East) George Thomas S Bhargava Mumbai 400063, Maharashtra, India Goutam Chatterjee Sanjay Bajaj CIN: L72200MH1989PLC053666 Gregory Chapple Sanjay Kumar Ghosh Registrars & Transfer Agents H S Teji Sanjay V Deshpande Link Intime India Private Limited Karthick R Prasad Surendra Shukla C 101, 247 Park Laura Balachandran Tushar Chitra L B S Marg, Vikhroli (West) Mumbai 400083, Maharashtra, India Mahesh Kandavar Rao Umesh Arora Manish Chandra Gupta Venkatesh Srinivasan Auditors Mukund M. Chitale & Co. Manmath Kulkarni Vikram Gupta Chartered Accountants Mudit Govil Vinayak L Hampihallikar Mustafa Moonim Vivek Jalan 5


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    Offices India Asia Pacific Oracle Financial Services Software Limited Oracle Financial Services Software Pte. Ltd. 7-8, R-Tech Park 1 Fusionopolis Nirlon Knowledge Park # 12-10 Galaxies Off Western Express Highway Singapore 138522 Goregaon (East), Mumbai 400063 Maharashtra, India Akasaka Center Building 13F 1-3-13 Moto Akasaka, Minato-ku Oracle Park, Ambrosia Tokyo 107-0051, Japan Pune 411021, Maharashtra, India Level 8, 4 Julius Avenue C/o Embassy Business Park North Ryde C.V. Raman Nagar Sydney, NSW 2113, Australia Bengaluru 560093, Karnataka, India Level 5, 417 St. Kilda Road Gopalan Enterprises (I) Pvt. Ltd., (SEZ) Melbourne VIC 3004, Australia Global Axis, Unit 1 & 2 Plot # 152/1, EPIP Zone, Whitefield Oracle Financial Services Consulting Pte. Ltd. Bengaluru 560066, Karnataka, India 1 Fusionopolis # 12-10 Galaxies Green I-Tech, # 5 Singapore 138522 Muthiah Mudali Street, Off Cathedral Road Chennai 600086, Tamil Nadu, India Oracle Financial Services Software (Shanghai) Limited Oracle (OFSS) ASP Private Limited Unit 806, Henderson Metropolitan Building Oracle Park, Off Western Express Highway 155, Tianjin Road, Shanghai 200001 Goregaon (East) People’s Republic of China Mumbai 400063, Maharashtra, India 18th Floor, International Finance Place Oracle (OFSS) Processing Services Limited No. 8 Huaxia Road, Pearl River New City Oracle Park, Off Western Express Highway Tianhe District, Guangzhou 510623 Goregaon (East) People’s Republic of China Mumbai 400063, Maharashtra, India SDF-1, Unit 12, SEEPZ - SEZ Andheri (East) Mumbai 400096, Maharashtra, India C/o Embassy Business Park C.V. Raman Nagar Bengaluru 560093, Karnataka, India Oracle (OFSS) BPO Services Limited Mantas India Private Limited F 01/02, First Floor, Salcon Rasvilas D-1 District Centre, Saket New Delhi 110017, India DLF Infinity Tower A, 3rd Floor DLF Cyber City, Phase II Gurgaon 122002, Haryana, India Oracle Financial Services Software – Annual Report 2018-19


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    Offices Europe, Middle East & Africa (EMEA) Americas Oracle Financial Services Software B.V. Oracle Financial Services Software America, Inc. Barbara Strozzilaan 201 Oracle Financial Services Software, Inc. NL-1083 HN Amsterdam Oracle (OFSS) BPO Services Inc. The Netherlands Mantas Inc. 399 Thornall Street, 6th Floor Mainzer Landstrasse 49a Edison, NJ 08837 USA 60329 Frankfurt am Main, Germany 8000 Norman Center Drive, Suite 700 Level 29, 40 Bank Street Bloomington, MN 55437 USA Canary Wharf London E14 5NR, UK 1910 Oracle Way, 3rd Floor Reston, VA 20190 USA Suite 22, Portes de la Defense 15, boulevard Charles de Gaulle Oracle Financial Services Software Chile Limitada 92700 Colombes, France Av. Vitacura 2939 Edificio Millenium - 14th Floor 13-18 City Quay Las Condes, 7550011 Dublin 2 Ireland Santiago, Chile Oracle Financial Services Software SA 265 Mesogheion Avenue Neo Psychico 15451 Athens, Greece Oracle Financial Services Software Limited Bld.6/1, Village Moskovsky 22nd km Kievskoe Route 108811, Moscow, Russian Federation Park Rotana, Level One, Office 108 Khalifa Park, Sector E-48 PO Box 769441 Abu Dhabi, UAE The Edge Building Plot A-004-038 Al Falak St. Dubai Internet City Dubai, UAE ISP Internet (Mauritius) Company C/o IQEQ Corporate Services (Mauritius) Limited 33, Edith Cavell Street Port Louis 11324 Mauritius 7


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    Directors’ report Financial year 2018-19 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 2018-19. Financial highlights As per Consolidated financial statements: (Amounts in ` million) Particulars Year ended Year ended March 31, 2019 March 31, 2018 Revenue from operations 49,589.03 45,274.72 Finance income 1,319.73 794.84 Other income, net 441.19 112.06 Total income 51,349.95 46,181.62 Depreciation and amortization (537.17) (614.63) Profit before tax 22,669.87 18,404.41 Tax expenses (8,810.89) (6,034.00) Profit for the year 13,858.98 12,370.41 Other comprehensive income for the year 226.49 461.62 Total comprehensive income for the year 14,085.47 12,832.03 As per Unconsolidated financial statements: (Amounts in ` million) Particulars Year ended Year ended March 31, 2019 March 31, 2018 Revenue from operations 35,808.97 38,617.27 Finance income 1,173.47 722.62 Other income, net 216.03 163.65 Total income 37,198.47 39,503.54 Depreciation and amortization (501.98) (573.53) Profit before tax 19,864.15 14,869.14 Tax expenses (7,039.45) (4,809.24) Profit for the year 12,824.70 10,059.90 Other comprehensive income for the year 25.83 32.79 Total comprehensive income for the year 12,850.53 10,092.69 Performance On consolidated basis, your Company’s revenue stood at ` 49,589.03 million this year, an increase of 10% from ` 45,274.72 million of the previous financial year. The net income this year was ` 13,858.98 million, an increase of 12% over the previous year. On an unconsolidated basis, your Company’s revenue stood at ` 35,808.97 million during the financial year 2018-19, decrease of 7% from the previous year. The Company’s net income for the financial year 2018-19 was ` 12,824.70 million, an increase of 27%. Previous year’s figures have been re-arranged / re-classified, wherever necessary, as per the applicable regulations. 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 Board has decided to conserve the funds for investment in the business and accordingly, has not recommended a dividend for the financial year 2018-19. Transfer to reserves The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriation. Oracle Financial Services Software – Annual Report 2018-19


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    Particulars of loans, guarantees or investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. Share capital During the financial year 2018-19, the Company allotted 362,254 equity shares of face value of ` 5 each to its eligible employees and Directors who exercised their stock options under the prevailing Employee Stock Option Schemes of the Company. As a result, the paid-up equity share capital of the Company as on March 31, 2019 was ` 428,895,735 divided into 85,779,147 equity shares of face value of ` 5 each. Extract of annual return Pursuant to Section 92(3) of the Companies Act, 2013 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 to this report. Directors and key managerial personnel Ms. Kimberly Woolley, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. A resolution seeking Members’ approval for her re-appointment forms part of the Notice. During the year, Mr. Robert K Weiler who was liable to retire by rotation at the Twenty Ninth Annual General Meeting held on August 14, 2018 did not opt for re-appointment as a Non-Executive, Non-Independent Director. As such he ceased to be a Director of the Company on August 14, 2018. Mr. S Venkatachalam and Mr. Richard Jackson were re-appointed as Independent Directors of the Company at the Twenty Ninth Annual General Meeting held on August 14, 2018 to hold office for a further term of five consecutive years, i.e., from April 1, 2019 up to March 31, 2024. Mr. Vincent Secondo Grelli and Mr. Yong Meng Kau were appointed as Additional Directors of the Company in the capacity of Non-Executive, Non-Independent Directors at the Board Meeting held on November 2, 2018 and their term ends at the ensuing Annual General Meeting. Resolutions seeking Members’ approval for their appointment as Directors of the Company forms part of the Notice. Ms. Jane Murphy was appointed as an Additional Director of the Company in the capacity of Non-Executive, Independent Director at the Board meeting on February 13, 2019. Resolution seeking Members’ approval for her appointment as a Director of the Company for a term of five consecutive years, not liable to retire by rotation, forms part of the Notice. The Members of the Company, at the Twenty Sixth Annual General Meeting held on September 11, 2015, had appointed Mr. Sridhar Srinivasan as an Independent Director of the Company to hold office for a term of five consecutive years up to March 31, 2020. In accordance with the provisions of Section 149, 152 of the Companies Act, 2013 and applicable provisions of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, it is proposed to re-appoint Mr. Sridhar Srinivasan as an Independent Director for a further term of five consecutive years from April 1, 2020 up to March 31, 2025. A special resolution to this effect forms part of the Notice. Mr. Makarand Padalkar, Chief Financial Officer of the Company, was appointed as an Additional Director of the Company at the Board Meeting held on May 9, 2019 to hold office up till the ensuing Annual General Meeting in the capacity of Whole-time Director and Chief Financial Officer of the Company for a term of five consecutive years from May 9, 2019 up to May 8, 2024, liable to retire by rotation. A resolution seeking Members’ approval for his appointment as a Whole-time Director and Chief Financial Officer of the Company forms part of the Notice. Ms. Maria Smith resigned as a Non-Executive, Non-Independent Director of the Company with effect from May 9, 2019. The Board places on record its appreciation for the contributions made by her as a member of the Board. Pursuant to Listing Regulations, the Company has appointed the following of its Independent Directors on the Boards of its material subsidiaries: - Mr. Richard Jackson has been appointed as a Director of Oracle Financial Services Software, Inc., USA. - Ms. Jane Murphy has been appointed as a Director of Oracle Financial Services Software B.V., Netherlands and Oracle Financial Services Software Pte. Ltd., Singapore. Brief resumes of the Directors proposed to be appointed / re-appointed, the nature of their expertise, and the names of companies in which they hold directorships and Chairpersonships / Memberships of Board Committees, etc. are provided in the Notice to Members forming part of this Annual Report. The Directors seeking appointment / re-appointment are not debarred from holding the office of Director pursuant to any Securities and Exchange Board of India (“SEBI”) order. All the Independent Directors of the Company have given declaration under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence. During the year, there were no changes to the Key Managerial Personnel. 9


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    Number of meetings of the Board Six meetings of the Board were held during the financial year 2018-19. For details of meetings of the Board, please refer to the Corporate Governance Report which is a part of this Annual Report. Board Committees The details pertaining to Committees of the Board are included in the Corporate Governance Report which is a part of this Annual Report. Board policies The Company has formed following policies as required by the Companies Act, 2013 and Listing Regulations: Particulars Details Website link for policy / details Record retention policy The policy details the requirements for retention http://www.oracle.com/us/industries/ and destruction of the Company’s records in hard financial-services/record-retention- copy and electronic media. policy-2889568.pdf Directors' appointment policy This policy governs the manner of appointment of https://www.oracle.com/a/ocom/ Directors of the Company. docs/industries/financial-services/ofss- directors-appointment-policy.pdf Remuneration policy This policy establishes principles governing http://www.oracle.com/us/industries/ remuneration of the directors, key managerial financial-services/ofss-remuneration- personnel and senior management of the Company. policy-4492725.pdf Policy on determination of This policy provides framework for determination http://www.oracle.com/us/industries/ material events / information of material events / information, and sets out financial-services/policy-determination- classes and types of material events / information events-2889567.pdf that require disclosure to stock exchanges. Code of ethics and business This code defines and implements Oracle ethical https://www.oracle.com/assets/cebc- conduct, and vigil mechanism / business values and sets forth key rules and 176732.pdf whistle blower policy employee responsibilities. It also provides a context to handle any questions, issues, or concerns. Related party transactions policy This policy sets out the principles and processes http://www.oracle.com/us/industries/ that apply in respect of transactions entered into financial-services/ofss-party-transactions- by the Company with a Related Party. policy-2288144.pdf Dividend distribution policy This policy details the factors to be considered by http://www.oracle.com/us/industries/ the Board while deciding or recommending any financial-services/ofss-dividend- dividend. distribution-policy-3125465.pdf Policy for determining material This policy defines material subsidiaries and http://www.oracle.com/us/industries/ subsidiaries describes related actions to be taken by the financial-services/policy-determining- Company with significant transactions with them. material-2615655.pdf Directors’ familiarization Details of Company’s familiarization program for http://www.oracle.com/us/ program its new directors including independent directors. industries/financial-services/financial- familarization-program-2547373.pdf Corporate social responsibility This policy governs corporate social responsibility http://www.oracle.com/us/industries/ policy program of the Company and covers details of financial-services/ofss-social- CSR activities that it can undertake and how to responsibility-2437852.pdf implement, monitor, and report on these activities. Related party transactions All related party transactions entered into during the financial year 2018-19 were at 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. Risk management The Company’s principles and processes have been established by Risk Management Policy with regard to identification, analysis and management of applicable risks. The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Oracle Financial Services Software – Annual Report 2018-19


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    Board evaluation In accordance with the requirements of the Section 178 of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Chairperson of the Nomination and Remuneration Committee conducts the Board evaluation. The performance of the board and its committees was evaluated by seeking inputs from all the directors on the basis of various criteria such as its composition and structure, effectiveness of processes / meetings, information sharing and functioning, etc. The Board Evaluation Report for financial year 2018-19 was tabled at the Board Meeting on May 9, 2019. Subsidiaries Your Company has subsidiaries in Greece, India, Chile, China, Mauritius, Singapore, the Netherlands and the United States of America. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. On May 9, 2019, the Board of Directors of the Company approved restructuring of ownership of its Indian step down subsidiaries for acquiring majority stake in Mantas India Private Limited and Oracle (OFSS) BPO Services Limited. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company and separate annual accounts of its subsidiaries are available on the website of the Company at www.oracle.com/financialservices Research and development Your Company continuously makes significant investments in research and development (R&D) to develop solutions that the global banking industry needs today and will need tomorrow. Your Company’s dedicated in-house R&D centers have produced a number of products that are used by banks in more than 150 countries around the world for running their critical operations. The investment your Company makes in building applications, coupled with access to Oracle’s technology, provides a unique competitive edge to its offerings. Five in-house R&D centers in India of your Company have been accorded recognition by the Department of Scientific and Industrial Research (DSIR) from February 26, 2016. The aggregate expenditure on research and development activities in these in-house R&D centers is as follows: (Amounts in ` million) Particulars Year ended Year ended March 31, 2019 March 31, 2018 Revenue Expenditure 2,081.89 2,058.24 Capital Expenditure 519.36 82.06 Fixed deposits During the financial year 2018-19, 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 Regulation 27 of the Listing Regulations. A separate report on Corporate Governance along with a certificate from Mr. Prashant Diwan, Practicing Company Secretary, with regard to compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) of the Listing Regulations forms part of this Annual Report. A certificate from Mr. Prashant Diwan, Practicing Company Secretary, has also been received stating that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI, Ministry of Corporate Affairs (MCA) or any such statutory authority. Statutory Auditors’ report There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditors’ report. As mentioned in Para 4 of the Independent Auditors Report dated May 9, 2019 attached to the Financial Statements of the Company for the year ended March 31, 2019, the Statutory Auditors are required to report any material misstatements in ‘other information’ in the Annual Report. The ‘other information’ was made available to the statutory auditors by the Company after the date of adoption of financial statements on May 9, 2019 by the Board of Directors. The Statutory Auditors have communicated that they have read the ‘other information’ included in the Annual Report and that there is no material misstatement therein. With regard to the Statutory Auditors’ comment in the CARO report concerning delays in payment of foreign taxes, the Company has no outstanding demand or claim from any authority in this respect. The Company however evaluates potential material tax liabilities and records provisions accordingly. The said liabilities are regularly monitored. 11


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    Secretarial audit report In terms of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Board has appointed Mr. Prashant Diwan, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2018-19. The Secretarial Audit report is annexed to this report as Annexure 3. This report does not contain any qualification, reservation or adverse remark. Business responsibility report Business Responsibility Report for the financial year 2018-19 that forms part of this Annual Report has been hosted on the website of the Company at 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 to the stock options (“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 Members 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 Initial Public Offering (IPO) and 619,000 options at various dates after the 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 Members 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 Plan 2014 (“OFSS Stock Plan 2014”). This plan enables issue of deeply discounted options at the face value and referred to as OFSS Stock Units (“OSUs”) for convenience. Accordingly, the Company granted 178,245 Stock Options and 712,203 OFSS Stock Units (“OSUs”) under OFSS Stock Plan 2014. The issuance terms of OSUs are the same as for Stock Options, employees may elect to receive 1 OSU in lieu of 4 awarded Stock Options at their respective exercise price. As per 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 an exercise period of 10 years from the date of grant. The employee pays the exercise price upon exercise of options. In respect of the OFSS Stock Plan 2014, each of 25% of the total stock options / OSUs granted 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 with the Company or its subsidiaries. Options / OSUs have an exercise period of 10 years from the date of grant. The employee pays the exercise price upon exercise of options / OSUs. All the above mentioned Schemes of the Company are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. Applicable disclosures relating to Employees Stock Options Schemes, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, are placed on the website of the Company at www.oracle.com/financialservices The details of the options / OSUs 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 2002 Scheme 2010 Scheme 2011 OFSS Stock OFSS Stock Total Plan 2014 Plan 2014 (Stock Options) (OSUs) Pricing Formula At the market price as on the date of grant `5 Variation of terms of Option / OSUs None None None None None Number of options / OSUs granted 5,167,920 638,000 1,950,500 178,245 712,203 8,646,868 till March 31, 2019 Number of options / OSUs lapsed (620,725) (283,332) (453,630) (32,358) (68,909) (1,458,954) and forfeited Number of options / OSUs exercised (4,547,195) (317,603) (1,114,646) (8,792) (225,817) (6,214,053) Total number of Options in force as − 37,065 382,224 137,095 417,477 973,861 on March 31, 2019 Oracle Financial Services Software – Annual Report 2018-19


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    The details of options / OSUs granted to Directors and Senior Managerial Personnel under OFSS Stock Plan 2014 during the financial year ended March 31, 2019 are as follows: Particulars Number of Number of Stock Options OSUs i. Director: Mr. Chaitanya Kamat 22,500 ii. Senior Managerial Personnel: Mr. Arvind Gulhati 4,750 Mr. Avadhut Ketkar 1,600 Ms. Bindu Venkatesh 2,125 Mr. Dinakar K Kini 150 Mr. Edwin Moses 1,750 Mr. Mahesh Rao 1,750 Mr. Makarand Padalkar 8,750 Mr. Onkarnath Banerjee 500 Mr. Prajakt Deshpande 300 Mr. Rajaram Vadapandeshwara 750 Mr. Sanjay Bajaj 250 Mr. Surendra Shukla 1,000 250 Mr. Vikram Gupta 4,750 Mr. Vinayak Hampihallikar 2,500 625 iii. Any other employee, who receives grant in any one year of Option / OSUs amounting Nil to 5% or more of Option / OSUs granted during the year iv. Identified employees who were granted options / OSUs, during any one year, equal to Nil or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant v. Diluted Earnings Per Share (EPS) pursuant to the issue of shares on exercise of option ` 149.01 calculated in accordance with Indian Accounting Standard (Ind AS) 33 ‘Earnings Per Share’ All stock options were granted at market price on the date of grant and OSUs were granted at the face value of the equity shares. The compensation cost arising on account of stock options and OSUs is calculated using the fair value method. The reported profit is after considering the cost of employee stock compensation (` 488.71 million), using fair value method on stock options / OSUs. A summary of the activities in the Company’s Scheme 2010 and Scheme 2011 for the year ended March 31, 2019 are as follows: Particulars Scheme 2010 Scheme 2011 Shares arising Weighted average Shares arising Weighted average from Options exercise price (`) from Options exercise price (`) Outstanding at the beginning of the year 41,485 2,050 635,882 2,966 Granted − − − − Exercised (3,120) 2,050 (241,558) 3,034 Forfeited (1,300) 2,050 (12,100) 2,949 Outstanding at the end of the year 37,065 2,050 382,224 2,924 Vested Options 37,065 382,224 Unvested Options − − Options vested during the year − 93,450 Options forfeited / lapsed during the year 1,300 12,100 13


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    A summary of the activities in the Company’s OFSS Stock Plan 2014 for the year ended March 31, 2019 are as follows: Particulars Shares arising Weighted Shares arising Weighted from OSUs average exercise from Options average exercise price (`) price (`) Outstanding at the beginning of the year 422,298 5 138,371 3,481 Granted 125,219 5 12,450 4,158 Exercised (114,070) 5 (3,506) 3,293 Forfeited (15,970) 5 (10,220) 3,611 Outstanding at the end of the year 417,477 5 137,095 3,537 Vested OSUs / Options 104,601 87,853 Unvested OSUs / Options 312,876 49,242 Options vested during the year 128,263 33,590 Options forfeited / lapsed during the year 15,970 10,220 The weighted average share price for the year over which stock options / OSUs were exercised was ` 3,960. Money realized by exercise of options / OSUs during the financial year 2018-19 was ` 751.34 million. The Company has recovered perquisite tax on the options / OSUs exercised by the employees during the year. The weighted average fair value of stock options and OSUs granted during the year was ` 991 and ` 4,154 respectively, calculated as per the Black Scholes valuation model as stated in 26 (b) in the notes to accounts of the unconsolidated financials. The details of Options unvested and Options vested and exercisable as on March 31, 2019 are as follows: Exercise prices (`) Number of Weighted average Weighted average options / OSUs exercise price (`) remaining contractual life (Years) Options /OSUs unvested 5 312,876 5 8.3 3,393 25,100 3,393 7.2 3,579 6,450 3,579 8.2 3,987 6,792 3,987 6.6 4,158 10,900 4,158 9.2 Options /OSUs vested and exercisable 5 104,601 5 6.6 1,930 57,541 1,930 2.7 2,050 37,065 2,050 1.4 3,077 176,683 3,077 4.5 3,127 148,000 3,127 3.8 3,241 41,578 3,241 6.0 3,393 23,712 3,393 7.2 3,579 2,155 3,579 8.2 3,987 20,408 3,987 6.6 973,861 1,726 5.9 Employee Stock Purchase Scheme (“ESPS”) The Company had adopted the ESPS administered through a Trust with the name i-flex Employee Stock Option Trust (“the Trust”) to provide equity based incentives to key employees of the Company. i-flex Solutions Trustee Company Limited is the sole Trustee of this Trust. 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, i-flex Solutions Trustee Company Limited had 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. As per the order of the Hon’ble Bombay High Court dated August 1, 2016, the trust funds would be utilized for the benefit of the employees. As at March 31, 2019, 27,160 equity shares of the Company were held by the Trust (March 31, 2018 - 70,600 equity shares). Oracle Financial Services Software – Annual Report 2018-19


  • Page 17

    Human resources Human Resources are key assets of 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’s total employees at the end of March 31, 2019, were 8,054 (March 31, 2018 - 8,818) including employees of subsidiaries. The Company is committed to provide a healthy environment to all its employees and thus does not tolerate any discrimination and / or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done through various programs and at regular intervals. The Company has setup an Internal Complaints Committees (ICC), both at the registered office and at every location where it operates in India, which have men and women committee members as per the regulations, are chaired by senior woman employees and have external women representation. The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Corporate Governance report which is a part of this Annual Report. Corporate social responsibility Pursuant to Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014, annual report on the CSR activities for the financial year ended March 31, 2019 is annexed as Annexure 4 to this report. Internal financial controls The Board has adopted adequate policies and procedures in terms of Internal Financial Controls commensurate with the size, scale and complexity of the Company’s operations. Such policies and procedures ensure orderly and efficient conduct of business, adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system of the Company, its compliance with risk management system, accounting procedures and policies at all locations of the Company and its subsidiaries. The Internal Audit team reports 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, 2019, 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 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; 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; and 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 The Members of the Company have appointed M/s. Mukund M. Chitale & Co., Chartered Accountants, (ICAI Firm Registration No. 106655W), as the Statutory Auditors of the Company till the conclusion of the 33rd Annual General Meeting to be held in the year 2022. Reporting of frauds by Auditors During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the audit committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees. 15


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    Cost records and cost audit Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company. Material changes and commitments There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report. Conservation of energy, technology absorption and foreign exchange earnings and outgo The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder: Conservation of energy The Company strives to conserve energy and use energy efficient computers and illumination systems. The Company also deploys sophisticated office automation and management equipment which optimizes energy consumption. During the year, the Company completed the projects to install photovoltaic solar panels at its campuses in Mumbai and Pune in an effort to increase the use of renewable energy. As part of an initiative to support Oracle’s global sustainability goal of reducing waste to landfill, a wet waste compost machine has been installed at the Mumbai office with excess manure provided to NGO ‘Green Yatra’ where waste is used for tree plantation projects. Green Yatra also recognized the Company with a certificate of appreciation for contributions to increasing local green cover. Technology absorption The Company regularly strives to utilize newer technologies with a view to conserve the energy and create an environmentally friendly work environment. The initiatives taken by the Company are summarized below: Network: Efficient networks are essential to support our global business and the Company continues to invest in upgrades and modernization of the networks thereby increase uptime of the network infrastructure, increase capacity and enable greater collaboration. Your Company has made significant changes in the Wi-Fi environment across the organization, migrating to a faster, more secure next generation wireless network. Not only it is more secure, but it is also two to four times faster on average than the previously used network. This also provides easy access to the internet for employees as well as guests based on their respective access requirement. In line with this initiative, technology refresh of the Wi-Fi infrastructure and access points was also completed. This high performance Wi-Fi, with increased density of access points, will eventually bring down the need for wired ports, which would correspondingly lead to significant energy and cost savings. There has also been significant investment into securing the network infrastructure, to provide a secure computing environment for our employees and customers. Cloud migration: Your Company is working towards migrating infrastructure to the next generation cloud platform. All corporate applications will be hosted on the Oracle next generation cloud. This move significantly reduces infrastructure costs as well as reduces space and power utilization across the globe. This migration has been initiated and will span across a couple of years. Datacenter consolidation, the next logical consequence of cloud migration, is also in progress keeping in mind the reducing need for physical datacenters and increasing demand for flexible infrastructure utilization. Business Resiliency: Resiliency is the key to effective management of operations, and your Company has successfully implemented disaster recovery initiatives for critical infrastructure services ensuring a balance between tolerance to downtime and effective technology investments. The cloud migration initiative is also instrumental in planning effective resiliency requirements for critical infrastructure. Virtual presence: Your Company has made significant investments in providing a near virtual working environment to its employees. Multifunctional and multiple methods of collaboration across geographies, has enhanced business operations. This enhances communication across the globe, minimizing travel, increasing efficiencies from a support perspective as well by making self-service operations easier and effective. All these initiatives would provide a more secure and efficient operating environment with the utilization of innovative technology. Foreign exchange earnings and outgo: (Amounts in ` million) Foreign exchange earnings 32,845.50 Foreign exchange outgo (including capital goods and other expenditure) 2,662.04 Net equity dividend remitted in foreign exchange 8,196.66 Oracle Financial Services Software – Annual Report 2018-19


  • Page 19

    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 rapid evolution of technologies, rise of consumer forces, and the increasing scope and speed of regulations is driving a fundamental transformation in the financial services industry. Financial institutions are investing in newer technologies to create insightful and context aware solutions for the digitally savvy customers. Institutions are deploying analytical tools that deliver insights in customer behavior combined with a powerful digital engagement platform, to gain an edge over their competition. FinTechs offering niche solutions are becoming an important partner in banks’ strategies, and therefore, open banking technology that can easily co-exist with the FinTech world is a priority area for the banks. Regulatory compliance is a major focus area for the financial institutions and requires extensive usage of big-data and data analytics to effectively meet evolving compliance requirements. Increasing complexity of the markets has changed the banking needs of corporates. Corporate customers need innovation in the areas of credit, liquidity, cash management, trade finance and payments. Banks are in need of solutions that improve efficiency, centralize processing, provide real-time data, and reduce operating costs. Payments is another field where speed of innovation is creating new opportunities in the areas of newer channels, reduced cost of transaction, and speed and reliability of the service. Your Company’s commitment to innovation is a driving factor that keeps it in the forefront of the information technology industry. Our continuous planned investments in research and development and unwavering focus on excellence allow us to evolve with the industry and help our customers reach their goals. Our products and solutions are designed to help financial institutions drive transformation initiatives, harness the potential of disruptive technologies and successfully manage regulatory demands. Statement on compliance of applicable Secretarial Standards The Company complies with all applicable mandatory provisions of Secretarial Standards issued by the Institute of Company Secretaries of India. Employee particulars The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given below: For statistically relevant computation of median value of employee remuneration, employees who have served the entire 12 months in the corresponding fiscal year were considered. 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 is 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 includes the details of employees and only of those Directors to whom the remuneration has been paid by the Company and excludes remuneration of the employees of overseas branches, and 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) 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, Independent Directors Mr. S Venkatachalam 3 Mr. Richard Jackson 3 Mr. Sridhar Srinivasan 2 Ms. Jane Murphy Not Applicable Executive Director Mr. Chaitanya Kamat* 28 * Excludes the (perquisite) value towards difference between the fair market value and the exercise price on the date of exercise of options. 17


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    (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 / (decrease) of remuneration in FY 2019 as compared to FY 2018 Non-Executive, Independent Directors* Mr. S Venkatachalam 35% Mr. Richard Jackson 41% Mr. Sridhar Srinivasan 41% Ms. Jane Murphy Not Applicable Managing Director and Chief Executive Officer# Mr. Chaitanya Kamat (3%) Key Managerial Personnel# Mr. Makarand Padalkar, Chief Financial Officer 1% Mr. Onkarnath Banerjee, Company Secretary 4% * The remuneration structure of the Non-Executive, Independent Directors was revised during the year, the earlier revision was in the year 2014. # Excludes the (perquisite) value towards difference between the fair market value on the date of exercise of options and the exercise price. (iii) The percentage increase in the Median Remuneration of Employees in fiscal 2019 as compared to fiscal 2018: 6%. (iv) The number of permanent employees on the rolls of the Company: 6,503 as on March 31, 2019. (v) 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 2018-19, the average remuneration of employees other than the key managerial personnel increased by 5% over the previous year. During the same period, average remuneration of the key managerial personnel decreased by 1%. (vi) Affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration is as per the remuneration policy of the Company. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, 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 Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary. Awards and recognition Your Company was awarded the Financial Express CFO Award 2019 in the category of Large Enterprises – Services Industry. The Company was named ‘Leader’ in IDC’s Worldwide End-to-End Corporate Banking Solution Providers 2019 Vendor Assessment report. It was also named ‘Category Leader’ for Data Integrity and Control (DI&C) on Chartis’ FinTech Quadrant for DI&C solutions in Financial Services. Acknowledgements The Directors place on record their appreciation for the excellent contributions made by the employees of the Company through their commitment, co-operation and diligence. The Directors gratefully acknowledge the continued support received by the Company from its stakeholders, customers, members, vendors and bankers during the year. The Directors also wish to thank the Government of India and the State Governments in the jurisdictions it operates and their various agencies, and departments. For and on behalf of the Board S Venkatachalam Chairperson DIN: 00257819 June 20, 2019 Oracle Financial Services Software – Annual Report 2018-19


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    Annexure 1 Form MGT-9 EXTRACT OF ANNUAL RETURN for the financial year ended on March 31, 2019 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 Oracle Park Contact Details Off Western Express Highway, Goregaon (East) Mumbai 400063, Maharashtra, India Tel. no. +91 22 6718 3000 Fax no. +91 22 6718 3001 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 Link Intime India Private Limited Registrar & Transfer Agents (RTA), if any C 101, 247 Park L B S Marg, Vikhroli (West) Mumbai 400083 Tel. no. +91 22 4918 6000 Fax no. +91 22 4918 6060 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: Sr. Name and Description of main products / services NIC Code of the % to total turnover of the No. product / service 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 19


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    III. Particulars of Holding, Subsidiary and Associate Companies Sr. Name and Address of the Company CIN / GLN Holding/ % of Applicable No. Subsidiary/ shares held Section Associate 1 Oracle Global (Mauritius) Limited Not Applicable Holding 73.50 2(46) C/o Citco (Mauritius) Limited 4th Floor, 1 Cyber City, Cyber City, Ebene Mauritius 2 Oracle Financial Services Software B.V. Not Applicable Subsidiary 100.00 2(87) Barbara Strozzilaan 201 NL-1083 HN Amsterdam The Netherlands 3 Oracle Financial Services Software SA Not Applicable Subsidiary 100.00 2(87) 265 Mesogheion Avenue Neo Psychiko, 15451, Athens, Greece 4 Oracle Financial Services Software Pte. Ltd. Not Applicable Subsidiary 100.00 2(87) 1 Fusionopolis, # 12-10 Galaxies Singapore 138522 5 Oracle Financial Services Consulting Pte. Ltd. Not Applicable Subsidiary 100.00 2(87) 1 Fusionopolis, # 12-10 Galaxies Singapore 138522 6 Oracle Financial Services Software America, Inc. Not Applicable Subsidiary 100.00 2(87) 399 Thornall Street, 6th floor Edison NJ 08837, USA 7 Oracle Financial Services Software, Inc. Not Applicable Subsidiary 100.00 2(87) 399 Thornall Street, 6th floor Edison NJ 08837, USA 8 Mantas Inc. Not Applicable Subsidiary 100.00 2(87) 13650 Dulles Technology Drive, Suite 300 Herndon, VA 20171, USA 9 Sotas Inc. Not Applicable Subsidiary 100.00 2(87) 13650 Dulles Technology Drive, Suite 300 Herndon, VA 20171, USA 10 Mantas India Private Limited U72900DL1999PTC099923 Subsidiary 100.00 2(87) F 01/02, First Floor, Salcon Rasvilas D-1 District Centre, Saket New Delhi 110017, India 11 Oracle (OFSS) ASP Private Limited U72900MH2001PTC131264 Subsidiary 100.00 2(87) Oracle Park, Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India 12 Oracle (OFSS) Processing Services Limited U72900MH2005PLC151334 Subsidiary 100.00 2(87) Oracle Park, Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India 13 ISP Internet Mauritius Company Not Applicable Subsidiary 100.00 2(87) C/o SGG Corporate Services (Mauritius) Ltd 33 Edith Cavell Street Port Louis, 11324 Mauritius 14 Oracle (OFSS) BPO Services Inc. Not Applicable Subsidiary 100.00 2(87) 17682 Mitchell N., Suite 200 Irvine CA – 92614 USA 15 Oracle (OFSS) BPO Services Limited U72900DL2002PLC180572 Subsidiary 100.00 2(87) F 01/02, First Floor, Salcon Rasvilas D-1 District Centre, Saket New Delhi 110017, India Oracle Financial Services Software – Annual Report 2018-19


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    Sr. Name and Address of the Company CIN / GLN Holding/ % of Applicable No. Subsidiary/ shares held Section Associate 16 Oracle Financial Services Software Not Applicable Subsidiary 100.00 2(87) Chile Limitada Av. Vitacura 2939 Edificio Millenium - 14th Floor Las Condes, 7550011 Santiago, Chile 17 Oracle Financial Services Software Not Applicable Subsidiary 100.00 2(87) (Shanghai) Limited Room 806, No 155 Tianjin Road Huangpu District Shanghai 200001 People’s Republic of China IV. Shareholding Pattern (Equity share capital breakup as percentage of Total Equity): (i) Category-wise Shareholding: Category Category of Shareholders No. of Shares held at the beginning of No. of Shares held at the end of % Code the year as on April 1, 2018 the year as on March 31, 2019 Change Demat Physical Total % of Demat Physical Total % of during Total Total the year Shares Shares I II III IV V VI VII VIII IX X XI (A) Promoter and Promoter Group (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 63051197 − 63051197 73.82 63051197 − 63051197 73.50 (0.32) (d) Banks / Financial − − − − − − − − − Institutions (e) Any other − − − − − − − − − Sub-total (A)(2) 63051197 − 63051197 73.82 63051197 − 63051197 73.50 (0.32) Total shareholding of Promoter 63051197 − 63051197 73.82 63051197 − 63051197 73.50 (0.32) (A) = (A)(1)+(A)(2) 21


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    Category Category of Shareholders No. of Shares held at the beginning of No. of Shares held at the end of % Code the year as on April 1, 2018 the year as on March 31, 2019 Change Demat Physical Total % of Demat Physical Total % of during Total Total the year Shares Shares I II III IV V VI VII VIII IX X XI (B) Public Shareholding (1) Institutions (a) Mutual Funds / UTI 2137008 − 2137008 2.50 2830237 − 2830237 3.30 0.80 (b) Banks / Financial 1390262 − 1390262 1.63 1829047 − 1829047 2.13 0.50 Institutions (c) Venture Capital − − − − − − − − − Funds (d) Central Government / 4000 − 4000 0.00 4000 − 4000 0.00 0.00 State Government(s) (e) Insurance Companies − − − − − − − − − (f) Foreign Portfolio 12553987 − 12553987 14.70 11852757 − 11852757 13.82 (0.88) Investor (g) Foreign Venture − − − − − − − − − Capital Funds (h) Alternate Investment 1300 − 1300 0.00 1300 − 1300 0.00 0.00 Funds (i) Others Foreign Mutual 160622 − 160622 0.19 − − − − (0.19) Funds Foreign Bank 48 − 48 0.00 17493 − 17493 0.02 0.02 Sub-total (B)(1) 16247227 − 16247227 19.02 16534834 − 16534834 19.28 0.25 (2) Non-Institutions (a) Bodies Corporate 580394 − 580394 0.68 552943 − 552943 0.64 (0.03) (b) Individuals i. Individual 3219299 226183 3445482 4.03 3301233 178965 3480198 4.06 0.02 shareholders holding nominal share capital up to ` 1 lakh ii. Individual 848228 56000 904228 1.06 948374 56000 1004371 1.17 0.11 shareholders holding nominal share capital in excess of ` 1 lakh (c) NBFCs registered − − − − 55902 − 55902 0.07 0.07 with RBI (d) Others i. Non-Resident Indians 157212 62 157274 0.18 177624 2062 179686 0.21 0.03 (Repatriate) ii. Non-Resident Indians 820974 267 821241 0.96 732106 199 732305 0.85 (0.11) (Non-Repatriate) iii. Foreign Nationals 4540 − 4540 0.01 1541 − 1541 0.00 (0.01) iv. Clearing Member 32710 − 32710 0.04 20360 20360 0.02 (0.02) v. Directors / Relatives 7000 − 7000 0.01 32500 − 32500 0.04 0.03 vi. Hindu Undivided 39659 − 39659 0.05 44075 − 44075 0.05 0.00 Family vii. Market Maker 29 − 29 0.00 596 − 596 0.00 0.00 viii. Trusts 79591 − 79591 0.09 42315 − 42315 0.05 (0.04) ix. IEPF 46321 − 46321 0.05 46321 − 46321 0.05 0.00 Sub-total (B)(2) 5835957 282512 6118469 7.16 5955890 237226 6193116 7.22 0.06 Total Public Shareholding 22083184 282512 22365696 26.18 22490724 237226 22727950 26.50 0.31 (B)=(B)(1)+(B)(2) (C) Shares held by Custodian for − − − − − − − − − GDRs & ADRs Grand Total (A+B+C) 85134381 282512 85416893 100.00 85541921 237226 85779147 100.00 0.00 Oracle Financial Services Software – Annual Report 2018-19


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    (ii) Shareholding of Promoters: Name of Shareholders Shareholding at the beginning of the Shareholding at the end of the year as % change year as on April 1, 2018 on March 31, 2019 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 63051197 73.82 − 63051197 73.50 − (0.32) Total 63051197 73.82 − 63051197 73.50 − (0.32) (iii) Change in Promoters’ Shareholding: Name of the Shareholders Shareholding at the beginning of Cumulative shareholding during the year as on April 1, 2018 the year No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company Oracle Global (Mauritius) Limited At the beginning of the year 63051197 73.82 63051197 73.82 Date wise Increase / Decrease in Promoters − − − Shareholding during the Year At the end of the year 63051197 73.50 The decrease in the percentage of promoters’ shareholding from 73.82 % to 73.50 % is due to allotment of shares on 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): Sr. Name of the Shareholders Shareholding at the beginning Cumulative shareholding No. of the year as on April 1, 2018 during the year* No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company 1 Wessex (Mauritius) Limited At the beginning of the year 5818804 6.81 5818804 6.81 Transactions - purchase / (sale) from April 1, 2018 (3130905) (3.65) 2687899 3.13 to March 31, 2019 At the end of the year 2687899 3.13 2 Life Insurance Corporation of India At the beginning of the year 1380566 1.62 1380566 1.62 Transactions - purchase / (sale) from April 1, 2018 433786 0.51 1814352 2.12 to March 31, 2019 At the end of the year 1814352 2.12 3 Copthall Mauritius Investment Limited At the beginning of the year 7534 0.01 7534 0.01 Transactions - purchase / (sale) from April 1, 2018 1633088 1.90 1633088 1.90 to March 31, 2019 At the end of the year 1633088 1.90 4 Goldman Sachs (Singapore) PTE At the beginning of the year 2193 0.00 2193 0.00 Transactions - purchase / (sale) from April 1, 2018 1397853 1.63 1397853 1.63 to March 31, 2019 At the end of the year 1397853 1.63 23


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    Sr. Name of the Shareholders Shareholding at the beginning Cumulative shareholding No. of the year as on April 1, 2018 during the year* No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company 5 Sussex (Mauritius) Limited At the beginning of the year 2738253 3.21 2738253 3.21 Transactions - purchase / (sale) from April 1, 2018 (1548095) (1.80) 1190158 1.39 to March 31, 2019 At the end of the year 1190158 1.39 6 HDFC Trustee Company Limited - HDFC Equity Fund At the beginning of the year 1368260 1.60 1368260 1.60 Transactions - purchase / (sale) from April 1, 2018 (694851) (0.81) 673409 0.79 to March 31, 2019 At the end of the year 673409 0.79 7 Citigroup Global Markets Mauritius Private Limited At the beginning of the year − − − − Transactions - purchase / (sale) from April 1, 2018 600000 0.70 600000 0.70 to March 31, 2019 At the end of the year 600000 0.70 8 Burgundy Emerging Markets Fund At the beginning of the year 594846 0.70 594846 0.70 Transactions - purchase / (sale) from April 1, 2018 (33851) (0.04) 560995 0.65 to March 31, 2019 At the end of the year 560995 0.65 9 BBH Burgundy Emerging Markets Master Fund, LP At the beginning of the year 495825 0.58 495825 0.58 Transactions - purchase / (sale) from April 1, 2018 (9827) (0.01) 485998 0.57 to March 31, 2019 At the end of the year 485998 0.57 10 HDFC Trustee Company Limited - HDFC Tax Saverfund At the beginning of the year 413326 0.48 413326 0.48 Transactions - purchase / (sale) from April 1, 2018 − − − − to March 31, 2019 At the end of the year 413326 0.48 * The shares of the Company are traded on daily basis and hence the date wise increase / decrease in shareholding is not indicated. Oracle Financial Services Software – Annual Report 2018-19


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    (v) Shareholding of Directors and Key Managerial Personnel: Sr. Name of the Director/ Shareholding at the beginning Cumulative shareholding No. Key Managerial Personnel (KMP) of the year as on April 1, 2018 during the year No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company 1 Mr. S Venkatachalam Non-Executive, Independent Director At the beginning of the year 6000 0.01 6000 0.01 Transactions - purchase / (sale) from − − − − April 1, 2018 to March 31, 2019 At the end of the year 6000 0.01 2 Mr. Chaitanya Kamat Managing Director and Chief Executive Officer At the beginning of the year − − − − ESOP Exercised on July 31, 2018 92750 0.11 92750 0.11 Sale on August 17, 2018 (1321) (0.00) 91429 0.11 Sale on August 20, 2018 (10448) (0.01) 80981 0.09 Sale on August 21, 2018 (3268) (0.00) 77713 0.09 Sale on August 23, 2018 (8377) (0.01) 69336 0.08 Sale on August 24, 2018 (1019) (0.00) 68317 0.08 Sale on August 27, 2018 (4292) (0.01) 64025 0.07 Sale on August 28, 2018 (174) (0.00) 63851 0.07 Sale on August 29, 2018 (3514) (0.00) 60337 0.07 Sale on August 30, 2018 (12074) (0.01) 48263 0.06 Sale on August 31, 2018 (19723) (0.02) 28540 0.03 Sale on September 3, 2018 (12245) (0.01) 16295 0.02 Sale on September 10, 2018 (7210) (0.01) 9085 0.01 Sale on September 11, 2018 (9085) (0.01) 0 0.00 ESOP Exercised on September 25, 2018 25500 0.03 25500 0.03 At the end of the year 25500 0.03 3 Mr. Makarand Padalkar – KMP At the beginning of the year 36397 0.04 36397 0.04 Sale on April 1, 2018 (1400) (0.00) 34997 0.04 Sale on June 11, 2018 (1000) (0.00) 33997 0.04 Sale on July 2, 2018 (2203) (0.00) 31794 0.04 Sale on July 3, 2018 (6500) (0.01) 25294 0.03 Sale on July 5, 2018 (4150) (0.00) 21144 0.02 Sale on July 6, 2018 (3897) (0.00) 17247 0.02 ESOP Exercised on July 18, 2018 23500 0.03 40747 0.05 Sale on September 18, 2018 (1500) (0.00) 39247 0.05 Sale on September 19, 2018 (4157) (0.00) 35090 0.04 ESOP Exercised on February 20, 2019 10500 0.01 45590 0.05 At the end of the year 45590 0.05 25


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    Sr. Name of the Director/ Shareholding at the beginning Cumulative shareholding No. Key Managerial Personnel (KMP) of the year as on April 1, 2018 during the year No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company 4 Mr. Onkarnath Banerjee – KMP At the beginning of the year 12 0.00 12 0.00 Sale on June 26, 2018 (12) (0.00) 0 0.00 ESOP exercised on July 18, 2018 125 0.00 125 0.00 Sale on July 23, 2018 (125) (0.00) 0 0.00 ESOP exercised on July 31, 2018 125 0.00 125 0.00 Sale on September 18, 2018 (96) (0.00) 29 0.00 ESOP exercised on November 21, 2018 94 0.00 123 0.00 Sale on January 21, 2019 (70) (0.00) 53 0.00 Sale on January 23, 2019 (50) (0.00) 3 0.00 At the end of the year 3 0.00 The following Directors did not hold any shares during the Financial Year 2018-19: Mr. Harinderjit Singh - Director Ms. Jane Murphy - Independent Director# Ms. Kimberly Woolley - Director Ms. Maria Smith - Director** Mr. Richard Jackson - Director Mr. Robert K Weiler - Director* Mr. Sridhar Srinivasan - Independent Director Mr. Vincent Secondo Grelli- Director## Mr. Yong Meng Kau - Director## * Resigned on August 14, 2018 ** Resigned on May 9, 2019 # Appointed on February 13, 2019 ## Appointed on November 2, 2018 V. Indebtness: 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 ` million) Sr. Particulars of Remuneration Amount No. Mr. Chaitanya Kamat, Managing Director and Chief Executive Officer 1 Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 32.54 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 199.95 (c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 2 Stock Option (OSU) (Number) 22500 3 Sweat Equity − 4 Commission − as a % of Profit others, specify 5 Others, please specify − Total (A) 232.49 Ceiling as per the Act (5% of the profits calculated under Section 198 of the Companies Act, 2013) 988.62 Oracle Financial Services Software – Annual Report 2018-19


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    B Remuneration to other Directors: (Amounts in ` million) Fee for attending Commission Others Total Board/ Committee Meetings 1 Non-Executive, Independent Directors S Venkatachalam − 4.05 − 4.05 Richard Jackson − 3.23 − 3.23 Sridhar Srinivasan − 2.54 − 2.54 Jane Murphy* − 0.32 − 0.32 Total (1) − 10.14 − 10.14 2 Other Non-Executive, Non-Independent Directors# − − − − Total (2) − − − − Total (B) = (1+2) − 10.14 − 10.14 Total Managerial Remuneration (A+B) − − 242.63 Overall Ceiling as per the Act (11% of the profits calculated 2174.97 under Section 198 of the Companies Act, 2013) * Appointed on February 13, 2019 # No payment is made towards fee / commission to the Non-Executive, Non-Independent Directors of the Company. C Remuneration to Key Managerial Personnel other the MD/ Manager / WTD: (Amounts in ` million) Sr. Particulars of Remuneration Key Managerial Personnel Total Amount No. Company CFO Secretary 1 Gross Salary (a) Salary as per provisions contained in Section 17(1) of the 6.12 10.57 16.69 Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 1.33 60.17 61.50 (c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 2 Stock Option (OSU) (Number) 500 8750 3 Sweat Equity − − − 4 Commission − − − - as a % of Profit - others, specify 5 Others, please specify − − − Total 7.45 70.74 78.19 VII. Penalties / Punishment / Compounding of Offences: There were no penalties / punishments / compounding of offences under any section of Companies Act, 2013. 27


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    Annexure 2 Form No. 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 (“the Act”) 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 into during the year ended March 31, 2019, which were not at arm’s length basis. 2. Details of material contracts or arrangements or transactions at arm’s length basis: The disclosures on material transactions are based on the threshold of 10% of consolidated turnover and exclude the transactions with wholly owned subsidiaries which are exempt under section 188(1) of the Act a. Name(s) of the related party and nature of relationship: Not applicable b. Nature of contracts / arrangements / transactions: Not applicable c. Duration of contracts / arrangements / transactions: Not applicable d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not applicable e. Date(s) of approval by the Board, if any: Not applicable f. Amount paid as advances, if any: None For and on behalf of the Board of Directors of Oracle Financial Services Software Limited S Venkatachalam Mumbai Chairperson June 20, 2019 DIN: 00257819 Oracle Financial Services Software – Annual Report 2018-19


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    Annexure 3 Secretarial audit report Form No. MR-3 FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019 [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 - 400 063 I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate 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, 2019 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, 2019 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, Overseas Direct Investment; (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, 2015; (c) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; 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: (i) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings; (ii) 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 (Issue of Capital and Disclosure Requirements) Regulations, 2018; (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, 2018. 29


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    I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India under the Companies Act, 2013. (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. to the extent applicable. I further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and 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 generally sent at least seven days in advance 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. CS Prashant Diwan Practicing Company Secretary FCS: 1403 CP: 1979 Date: June 20, 2019 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 2018-19


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    Annexure A To The Members Oracle Financial Services Software Limited Oracle Park, Off. Western Express Highway Goregaon (East), Mumbai - 400 063 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. CS Prashant Diwan Practicing Company Secretary FCS: 1403 CP: 1979 Date: June 20, 2019 Place: Mumbai 31


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    Annexure 4 Annual report on corporate social responsibility activities For Financial Year ended March 31, 2019 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 strengthen communities. 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's 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/financialservices CSR activities include, but are not limited to, the following: (i) Award cash grants to non-profit organizations, non-governmental 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, art and mathematics (STEAM); - protect the environment and wildlife; and - strengthen communities by addressing health, hunger, poverty, and a variety of other community needs. (ii) Develop, fund and execute Oracle Volunteers projects. (iii) Award in-kind grants of software, curriculum, training, and certification resources to educational institutions through 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. Harinderjit Singh Chairperson of the Committee Mr. S Venkatachalam Member Mr. Chaitanya Kamat 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 ` 16,161,251,372. 4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): ` 323,225,028 5. Details of CSR spent during the financial year: (a) Total amount spent during the financial year: ` 323,300,462 (b) Amount unspent: Nil Oracle Financial Services Software – Annual Report 2018-19


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    (c) Manner in which the amount (in Rupees) spent during the financial year: During the year ended March 2019, Oracle spent the CSR funds across 103 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 40 projects / programs for 15 projects / 48 rural 103 identified. promoting a) education and programs for development projects/ employment enhancing vocation promoting projects / programs skills, especially among children, environmental programs for through women, elderly & differently sustainability, eradicating 103 NGO abled persons and b) gender ecological balance, hunger, poverty partners equality, empowering women, protection of flora and malnutrition, setting up homes and hostels and fauna, animal promoting for women and orphans; old age welfare, agro forestry, preventive health homes, day care centers and such conservation of care and sanitation other facilities for senior citizens natural resources and and making and measures for reducing maintaining quality available safe inequalities faced by socially and of soil, air and water. drinking water. economically backwards groups. 2 Sector in which the project Promoting Education & Gender Promoting Rural development is covered Equality Environment and eradicating Sustainability poverty 3 Projects or programs (1) Local area or other Projects are implemented across several districts in multiple states (Andhra Pradesh, Arunachal (2) Specify the State and Pradesh, Assam, Bihar, Chhattisgarh, Gujarat, Haryana, Jharkhand, Karnataka, Kerala, District where projects Maharashtra, Madhya Pradesh, New Delhi, Odisha, Punjab, Rajasthan, Sikkim, Tamil Nadu, or Programs were Telangana, Uttarakhand, Uttar Pradesh and West Bengal) and 1 Union territory (Puducherry), undertaken and some projects are Pan India 4 Amount outlay (Budget) 131,872,113 50,535,221 140,893,128 323,300,462 Project or Programs wise 5 Amount spent on the 131,872,113 50,535,221 140,893,128 323,300,462 projects or Programs (1) Direct expenditure 131,872,113 50,535,221 140,893,128 323,300,462 or amount spent thru implementing agency on projects or programs (2) Overheads 6 Cumulative expenditure up 131,872,113 50,535,221 140,893,128 323,300,462 to the reporting period 7 Amount spent: Direct or 131,872,113 50,535,221 140,893,128 323,300,462 through Implementing agency Details of implementing agency: Charities Aid Foundation, India. 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. Not applicable. As per the requirements of Section 135 of the Companies Act, 2013 the Company has spent two percent of the average net profit of the three immediately preceding financial years. 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. Harinderjit Singh Chaitanya Kamat Chairperson of the Committee Managing Director & Chief Executive Officer DIN: 06628566 DIN: 00969094 Place: Mumbai Date: June 20, 2019 33


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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 2018-19 as per Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is set out below: 1. Company’s philosophy on code of governance The Company believes in adopting and adhering to all applicable regulations and globally recognized corporate governance practices and continuously benchmarking itself against such requirements. 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 of the Board The composition of the Board of Directors of the Company (“the Board”), their attendance at the Board Meetings during the year, attendance at the last Annual General Meeting, and the number of directorships and board committee Chairpersonships / Memberships held by them as on March 31, 2019 was as under: Name of the Director Board Meetings Attendance at Number of Number of Committee positions attended during the last AGM Directorships held in other Companies the year held on August in other As Chairperson As Member 14, 2018 Companies Non-Executive, Independent Directors Mr. S Venkatachalam 6/6 Present 3 − 1 Chairperson (DIN: 00257819) Mr. Richard Jackson 6/6 Present 5 1 2 (DIN: 06447687) Mr. Sridhar Srinivasan 6/6 Present 7 3 1 (DIN: 07240718) Ms. Jane Murphy 1/1 Not Applicable 8 1 1 (w.e.f. February 13, 2019) (DIN: 08336710) Non-Executive, Non-Independent Directors Mr. Harinderjit Singh 5/6 Absent 1 − − (DIN: 06628566) Ms. Kimberly Woolley 6/6 Present 10 − 1 (DIN: 07741017) Ms. Maria Smith 6/6 Present 4 − − (DIN: 07182337) Mr. Vincent Grelli 2/2 Not Applicable − − − (w.e.f. November 2, 2018) (DIN: 08262388) Yong Meng Kau 2/2 Not Applicable 13 − − (w.e.f. November 2, 2018) (DIN: 08234739) Executive Director Mr. Chaitanya Kamat 6/6 Present − − − Managing Director and Chief Executive Officer (DIN: 00969094) Video / tele-conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations to participate in the meetings. Oracle Financial Services Software – Annual Report 2018-19


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    Notes: 1. The Chairperson of the Board of Directors is a Non-Executive, Independent Director and the Composition of the Board is in conformity with the Listing Regulations. 2. Pursuant to Regulation 26 of Listing Regulations, none of the Directors on the Board hold directorships in more than ten public companies, or acts as a Chairperson of more than five committees across all the Indian Public Companies in which he / she is a Director. None of the Directors are related inter-se. 3. For the purpose of determining the number of Directorships in other Companies, all the Companies around the world (listed, unlisted, private limited companies and foreign companies), including subsidiaries of the Company are considered. 4. For the purpose of determining the number of Chairpersonships / Memberships of the Committees of the Board of other companies, only the Audit Committee and the Stakeholders’ Relationship Committee of the Companies are considered. 5. None of the Independent Directors of the Company held directorships in listed companies except Mr. Sridhar Srinivasan who serves as a Non-Executive, Independent Director in Bank of Baroda. 6. Independent Directors are Non-Executive Directors as defined under Section 149 of the Companies Act, 2013 (“the Act”). All the Independent Directors have confirmed that they meet criteria of independence as specified in the Listing Regulations and are independent of the management. The tenure of Independent Directors is in accordance with the Act and Listing Regulations. 7. The familiarization program formulated for the Directors is available on the website of the Company at: http://www.oracle.com/us/industries/financial-services/financial-familarization-program-2547373.pdf 8. None of the Executive and Non-Executive Directors held any equity shares of the Company except Mr. S Venkatachalam who held 6000 equity shares and Mr. Chaitanya Kamat who held 25500 equity shares of the Company as on March 31, 2019. 9. Changes in Board during the year: - Mr. Robert K Weiler, who was liable to retire by rotation at the Annual General Meeting held on August 14, 2018, did not opt for re-appointment as a Non-Executive, Non-Independent Director. - Mr. Vincent Secondo Grelli and Mr. Yong Meng Kau were appointed as an Additional Directors of the Company, in the capacity of Non-Executive, Non-Independent Director, with effect from November 2, 2018. - Ms. Jane Murphy was appointed as an Additional Director of the Company in the capacity of Non-Executive, Independent Director with effect from February 13, 2019. 10. Pursuant to the recent amendment in Listing Regulations, the Company was required to appoint one Independent Director on the Boards of its material subsidiaries by April 1, 2019. Accordingly, Ms. Jane Murphy was appointed as a Director on the Boards of Oracle Financial Services Software B.V., Netherlands and Oracle Financial Services Software Pte. Ltd., Singapore and Mr. Richard Jackson was appointed as a Director on the Board of Oracle Financial Services Software, Inc., USA before April 1, 2019. 11. The Board has identified the following skills and competencies that help create a dynamic and effective Board. The Company is a majority owned subsidiary of Oracle Corporation, a global technology leader with presence across the globe. The Company is able to leverage the deep expertise in technology, global management practices, specific domain area and regulatory requirements applicable when doing business globally. Industry Knowledge and Experience Experienced in technology or financial services or allied services industries, with strong understanding of the markets, business and regulatory environments and management processes for a regional / global business. Governance, Compliance and Finance Expertise Understanding of governance in global businesses in areas such as people practices, financial accounting & reporting, risk management or legal & regulatory compliance. Leadership Experience in a significant leadership position with sound business judgment and a C-level perspective in areas important to the Company. The Directors of the Company collectively bring to the boardroom the above competencies and diverse experiences & perspectives in areas relevant to the Company. 2.2 Board meetings held during the financial year 2018-19 The Company held Board Meetings at regular intervals during the financial year 2018-19 and the maximum gap between any two meetings of the Board was less than 120 days. All material information was circulated to all the Directors before the 35


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    meeting or placed at the meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of the Listing Regulations. The necessary quorum was present for all the Board Meetings. During the financial year 2018-19, six Board Meetings were held on the following dates: May 11, 2018, July 3, 2018, August 13, 2018, August 14, 2018, November 2, 2018 and February 13, 2019. In case of urgent business needs, the Board’s approval is obtained by way of circular resolutions in accordance with the Act. During the year, a separate meeting of Independent Directors was held on February 13, 2019 and all the Independent Directors of the Company participated in the said meeting, without the presence of the Executive Directors and members of the Management of the Company. 2.3 Compliance with the code of conduct The Company has adopted the “Code of Ethics and Business Conduct” (the Code) which sets forth the standards of behavior for the Board and management of the Company. All the Directors and the Senior Managerial Personnel of the Company have confirmed compliance with the Code as of March 31, 2019. The code is available on the website of the Company at: https://www.oracle.com/assets/cebc-176732.pdf 3. Audit committee 3.1 Brief description of terms of reference The Audit Committee is governed by the terms of reference adopted by the Board which are in line with the regulatory requirements mandated by the Act and the Listing Regulations. 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 extracts of terms of reference of the Audit Committee are as follows: - Oversight of the financial reporting process and the disclosure of its financial information; - Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors, fixing their remuneration and the terms of appointment; - Reviewing with the management, the quarterly and annual financial statements before submission to the Board for approval; - Evaluating internal financial controls and risk management systems; - Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; - Scrutinizing inter-corporate loans and investments; - Approving or any subsequent modification of transactions with related parties; - Reviewing the functioning of Whistle Blower mechanism. 3.2 Composition, meetings and attendance of the committee During the financial year 2018-19, five meetings of the Audit Committee were held on May 11, 2018, July 3, 2018, August 13, 2018, November 2, 2018 and February 13, 2019. The details of the composition of the Audit Committee as on March 31, 2019 and the member’s attendance at the Committee meetings during the year then ended were as under: Name of the Member Number of meetings attended Mr. Richard Jackson Chairperson, Non-Executive, Independent Director 5/5 Mr. S Venkatachalam Member, Non-Executive, Independent Director 5/5 Ms. Maria Smith Member, Non-Executive, Non-Independent Director 5/5 Mr. Sridhar Srinivasan Member, Non-Executive, Independent Director NA (w.e.f. February 13, 2019) The Company Secretary acts as the Secretary to the Audit Committee meetings. The Managing Director and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Statutory Auditors, Internal Auditors and Legal Counsel are permanent invitees to the Audit Committee meetings. The Chairperson of the Committee was present at the Annual General Meeting held on August 14, 2018 to address the shareholders' queries. Oracle Financial Services Software – Annual Report 2018-19


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    4. Nomination and remuneration committee 4.1 Brief description of terms of reference The Nomination and Remuneration Committee is governed by the terms of reference adopted by the Board which are in line with the regulatory requirements mandated by the Act and the Listing Regulations. The extracts of terms of reference of the Nomination and Remuneration Committee are as follows: 1. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board policies relating to the remuneration of the directors, key managerial personnel and other employees of the Company; 2. To recommend to the Board the remuneration including bonus payable to the directors and key managerial personnel; 3. To administer and deal with all matters concerning the Employee Stock Option (ESOP) Schemes including grant of stock options to the eligible directors, key managerial personnel and employees of the Company and its subsidiary companies from time to time; 4. To recommend persons who are qualified to become directors of the Company. 4.2 Composition, meetings and attendance of the committee During the financial year 2018-19, business was dealt with by passing circular resolutions. The composition of the Committee as on March 31, 2019 was as under: Name of the Member Mr. Richard Jackson Chairperson, Non-Executive, Independent Director Mr. Harinderjit Singh Member, Non-Executive, Non-Independent Director Mr. Sridhar Srinivasan Member, Non-Executive, Independent Director 4.3 Performance evaluation criteria for independent directors The performance evaluation criteria for the Independent Directors is determined by the Nomination and Remuneration Committee. The factors like regular participation, business expertise, independent views, contribution in the form of knowledge sharing and guidance to strategies and risk management are amongst the performance evaluation criterions. 5. Remuneration paid to directors 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 and Chief Executive Officer 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 limits approved by the Members of the Company. The Committee reviews the norms for ESOP allocation and approves the grant of the options to eligible employees. The criteria for payment of commission to the Non-Executive, Independent Directors include a base commission plus incremental commission depending on the number and type of committees where they are members or chairpersons. 5.1 Details of remuneration paid to the directors during the financial year 2018-19 (Amounts in ` million, except number of OSUs) Name of the Director OSUs* granted Salary Contribution to Commission Total under ESOPs Provident Fund paid Amount paid during the year and other funds Executive Director Mr. Chaitanya Kamat# 22500 31.40 1.83 − 33.23 Non-Executive, Independent Directors Mr. S Venkatachalam − − − 4.05 4.05 Ms. Jane Murphy@ − − − 0.32 0.32 Mr. Richard Jackson − − − 3.23 3.23 Mr. Sridhar Srinivasan − − − 2.54 2.54 * OSUs or OFSS Stock Units are Stock Options granted at an exercise price equal to face value of the shares. # Excluding perquisite on ESOP, Provision for Gratuity and Compensated absence benefit. @ Appointed w.e.f. February 13, 2019. 37


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    During the financial year ended March 31, 2019, the Nomination and Remuneration Committee granted on June 29, 2018, 12,450 Stock Options at an Exercise Price of ` 4,158.20 and 125,129 OFSS Stock Units (OSUs) at an exercise price of ` 5 under OFSS Stock Plan 2014 to the eligible employees including a Director of the Company. The terms of Employee stock options / OSUs granted to the Director were as under: Name of the Scheme@ Options Options / OSUs Options /OSUs Exercise Expiry Date Director / OSUs exercised & outstanding as at price (`) outstanding as allotted during the March 31, 2019 at April 1, 2018 year Mr. Chaitanya Kamat 2011 40000 40000 – 3126.85 February 4, 2023 2011 47000 47000 – 3076.85 September 12, 2023 Plan 2014 12500 6250 6250 5.00 March 29, 2025 (OSUs) Plan 2014 18750 6250 12500 5.00 November 4, 2025 (OSUs) Plan 2014 25000 12500 12500 5.00 June 27, 2026 (OSUs) Plan 2014 25000 6250 18750 5.00 June 27, 2027 (OSUs) Plan 2014 – – 22500 5.00 June 28, 2028 (OSUs) @ Options under Scheme 2011 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 OFSS Stock Plan 2014 were issued at prevailing market price of shares on the date of grant and the OSUs were issued at ` 5 each. The options / OSUs granted under OFSS Stock Plan 2014 vest over a period of 4 years from the date of grant and are subject to continued employment / directorship with the Company. 6. Stakeholders’ relationship committee The Committee is governed by the terms of reference adopted by the Board which are in line with the regulatory requirements mandated by the Act and the Listing Regulations. The terms of reference of the Stakeholders’ Relationship Committee are as follows: - Consider and resolve the grievances of the security holders including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of duplicate certificates, general meetings etc. - Review of measures taken for effective exercise of voting rights by shareholders. - Review of adherence to the service standards adopted in respect of various services being rendered by the Registrar & Share Transfer Agent. - Review of the various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders. During the financial year 2018-19, four meetings of the Committee were held on May 11, 2018, August 13, 2018, November 2, 2018 and February 13, 2019. The details of the composition of the Committee as on March 31, 2019 and the member’s attendance at the Committee meetings during the year then ended were as under: Name of the Member Number of meetings attended Mr. S Venkatachalam Chairperson, Non-Executive, Independent Director 4/4 Mr. Sridhar Srinivasan Member, Non-Executive, Independent Director NA (w.e.f. February 13, 2019) Mr. Chaitanya Kamat Member, Executive, Non-Independent Director 4/4 Mr. Makarand Padalkar Member, Chief Financial Officer 4/4 Details of shareholders’ complaints received, resolved and outstanding during the financial year 2018-19 are given below: Particulars No. of Complaints Complaints outstanding on April 1, 2018 Nil Complaints received during the financial year ended March 31, 2019 7 Complaints resolved during the financial year ended March 31, 2019 7 Complaints outstanding on March 31, 2019 Nil Mr. Onkarnath Banerjee, Company Secretary, is designated as the Compliance Officer who oversees the redressal of the investors’ grievances. Mr. Banerjee is designated as the Nodal Officer pursuant to Investor Education and Protection Fund Rules. Oracle Financial Services Software – Annual Report 2018-19


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    7. Transfer committee The scope of Transfer Committee is to consider and approve requests for transfer, transmission, rematerialization of equity shares and other investor related matters. The meetings are held as needed, based on such requests being received from the shareholders. During the financial year 2018-19, three meetings of the Committee were held on May 11, 2018, November 2, 2018 and February 13, 2019. The details of the composition of the Committee as on March 31, 2019 and the member’s attendance at the Committee meetings during the year then ended were as under: Name of the Member Number of meetings attended Mr. S Venkatachalam Chairperson, Non-Executive, Independent Director 3/3 Mr. Makarand Padalkar Member, Chief Financial Officer 3/3 8. ESOP allotment committee The scope of ESOP Allotment Committee is to consider and approve requests for allotment of equity shares on exercise of stock options or OFSS Stock Units by eligible employees. During the financial year 2018-19, thirteen meetings of the Committee were held on April 18, 2018, May 23, 2018, June 20, 2018, July 18, 2018, July 31, 2018, August 29, 2018, September 25, 2018, October 24, 2018, November 21, 2018, December 27, 2018, January 23, 2019, February 20, 2019 and March 26, 2019. The details of the composition of the Committee as on March 31, 2019 and the member’s attendance at the Committee meetings during the year then ended were as under: Name of the Member Number of meetings attended Mr. S Venkatachalam Chairperson, Non-Executive, Independent Director 13/13 Mr. Chaitanya Kamat Member, Executive, Non-Independent Director 13/13 Mr. Sridhar Srinivasan Member, Non-Executive, Independent Director 13/13 Mr. Makarand Padalkar Member, Chief Financial Officer 13/13 9. Risk management committee The scope of Risk Management Committee is to formulate Risk Management Policy of the Company to identify elements of risks, if any, which in the opinion of the Board might threaten the existence of the Company. The Audit Committee and the Board can refer certain matters to the Risk Management Committee as they deem fit. The Committee and senior management team assess and identify potential risks and take necessary actions to mitigate risks. The Committee invites the representatives of internal auditor and other stakeholders / executives as needed for the meetings. During the financial year 2018-19, one meeting of the Committee was held on February 13, 2019. The composition of Committee as on March 31, 2019 and the Member's attendance at the Committee meeting during the year then ended were as under: Name of the Member Number of meetings attended Mr. Sridhar Srinivasan Chairperson, Non-Executive, Independent Director 1/1 Mr. Chaitanya Kamat Member, Executive, Non-Independent Director 1/1 Mr. Makarand Padalkar Member, Chief Financial Officer 1/1 10. 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 2018-19, business was dealt with by passing circular resolutions. The composition of Committee as on March 31, 2019 was as under: Name of the Member Mr. Harinderjit Singh Chairperson, Non-Executive, Non-Independent Director Mr. S Venkatachalam Member, Non-Executive, Independent Director Mr. Chaitanya Kamat Member, Executive, Non-Independent Director 39


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    11. Business responsibility committee 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 Business Responsibility Policy. The Managing Director and Chief Executive Officer acts as the Chairperson 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. 12. General body meetings Details of last three Annual General Meetings and summary of special resolutions passed therein are as under: Financial Year Date and Time Venue Gist of special resolutions passed 2017-18 August 14, 2018 Rama & Sundri Watumull Auditorium, Re-appointment of Mr. S Venkatachalam 3.00 p.m. K C College 124, Dinshaw Wachha (DIN: 00257819) as an Independent Director Road, Churchgate, Mumbai 400020 for a further term of five consecutive years up to March 31, 2024. Re-appointment of Mr. Richard Jackson (DIN: 06447687) as an Independent Director for a further term of five consecutive years up to March 31, 2024. 2016-17 September 20, 2017 Shri Bhaidas Maganlal Sabhagriha, − 2.30 p.m. Bhaktivedanta Swami Marg, Vile Parle (West), Mumbai 400056 2015-16 September 7, 2016 The Westin Garden City, International Payment of Commission to the Directors of 2.30 p.m. Business Park Oberoi Garden City the Company (excluding the Managing Director Goregaon (East), Mumbai 400063 and Whole-time Directors), not exceeding in the aggregate one per cent per annum of the net profits of the Company, which shall be calculated in accordance with the provisions of Sections 198 of the Companies Act, 2013; for a further period of five years from April 1, 2017 to March 31, 2022. (i) There was no Extra-Ordinary General Meeting held during the last three financial years. (ii) There was no matter requiring approval of the Members through Postal Ballot during the financial year ended March 31, 2019. (iii) No special resolution is currently proposed to be conducted through postal ballot. 13. Means of communication The Company from time to time, and as may be required, communicates with its shareholders through multiple channels of communications such as dissemination of information on the online portal of the Stock Exchanges, press releases, the annual reports and uploading relevant information on its website. The Company’s quarterly financial results, press releases, annual reports and other relevant corporate documents are placed on the Company’s website at www.oracle.com/financialservices and the same can be downloaded. The quarterly and annual results of the Company were published in widely circulated English and Marathi newspapers, such as Business Standard and Sakal. All the disclosures made to the stock exchanges are also available on the Company’s website www.oracle.com/financialservices 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 Members 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 Members who have registered their email addresses for the purpose under Regulation 36 of the Listing Regulations. 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. Oracle Financial Services Software – Annual Report 2018-19


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    14. General shareholder information 14.1 Annual general meeting Day, Date, Time and Venue Thursday, August 8, 2019 at 3.00 p.m. Courtyard By Marriott Mumbai International Airport C.T.S No. 215, Andheri Kurla Road, Andheri East, Mumbai 400059 Financial Year April 1 to March 31 Date of Book Closure Friday, August 2, 2019 to Thursday, August 8, 2019 (both days inclusive) Dividend Payment Date Not Applicable 14.2 Listing details Name and Address of the Stock Exchanges where the Company’s shares are listed Stock Code / Symbol BSE Limited (BSE) 532466 Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 National Stock Exchange of India Limited (NSE) OFSS Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051 The annual listing fees for the financial year 2018–19 have been paid to both the exchanges. 14.3 Market price data Monthly high, low and volume of the shares of the Company traded on the stock exchanges from April 1, 2018 to March 31, 2019 are given below: Month and Year BSE NSE High (`) Low (`) Volume of High (`) Low (`) Volume of Shares Shares April 2018 4400.00 3765.80 33055 4375.00 3760.00 689013 May 2018 4328.30 3600.00 24363 4337.80 3695.05 896890 June 2018 4200.00 3705.00 22930 4239.95 3698.50 508046 July 2018 4106.10 3750.00 20061 4120.00 3750.00 500992 August 2018 4190.00 3818.00 97790 4190.00 3810.50 1204184 September 2018 4655.00 3901.10 2239838 4658.40 3900.00 3637973 October 2018 4117.35 3329.55 44375 4118.00 3321.35 948403 November 2018 3636.90 3354.20 42488 3655.25 3348.10 806240 December 2018 3737.95 3383.05 34342 3745.00 3380.85 770766 January 2019 3836.95 3551.45 52008 3833.15 3551.35 535949 February 2019 3933.00 3401.35 116227 3938.95 3427.20 727633 March 2019 3601.15 3327.00 115781 3610.00 3325.80 697812 41


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    14.4 Performance of the share price of the Company in comparison to NIFTY 50 11,800 4,500 11,350 4,200 OFSSL Price (`) NIFTY 50 10,900 3,900 10,450 3,600 10,000 3,300 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 OFSSL Price NIFTY 50 14.5 Registrar and transfer agents Link Intime India Private Limited (formerly Intime Spectrum Registry Limited) is the Registrar and Transfer Agents of the Company (“the RTA”) and their contact details are as under: Name Link Intime India Private Limited Address C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400083 Tel. no. +91 22 49186000 Fax no. +91 22 49186060 Email rnt.helpdesk@linkintime.co.in 14.6 Share transfer system Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. The Transfer Committee approves the transfer of shares held in physical mode. There are no requests for transfer of physical shares pending as on March 31, 2019. 14.7 Distribution of shareholding as on March 31, 2019 Paid-up shares in capital (in `) Number of % to total No. of Shares Paid-up value (Face % of Total no. Shareholders shareholders value ` 5 each) of shares Up to 2500 24934 94.44 1970186 9850930 2.30 2501 to 5000 466 1.77 798349 3991745 0.93 5001 to 10000 346 1.31 1186786 5933930 1.38 10001 to 20000 242 0.92 1218823 6094115 1.42 20001 to 30000 96 0.36 736421 3682105 0.86 30001 to 40000 70 0.27 873060 4365300 1.02 40001 to 50000 51 0.19 352758 1763790 0.41 50001 to 100000 87 0.33 1180984 5904920 1.38 100001 & Above 109 0.41 77461780 387308900 90.30 Total 26401 100.00 85779147 428895735 100.00 Oracle Financial Services Software – Annual Report 2018-19


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    14.8 Dematerialization of shares and liquidity The equity shares of the Company are tradeable under compulsory demat mode. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s shares is INE881D01027. As on March 31, 2019, 99.72% of the equity shares of the Company were in electronic form and 99.79% of the shareholders held equity shares in electronic form. 14.9 Outstanding GDRs / ADRs / warrants / any convertible instruments, conversion date and likely impact on equity Not Applicable - the Company has not issued any GDRs / ADRs / Warrants or any convertible instruments. 14.10 Commodity price risk or foreign exchange risk and hedging activities The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not applicable. For details on foreign exchange risk and hedging activities, please refer to Management's Discussion and Analysis Report that forms part of the annual report. 14.11 Plant locations In view of the nature of the Company’s business viz. Information Technology Services and Information Technology enabled services, the Company operates from various offices in India and abroad. 14.12 Address for correspondence The Company Secretary and Compliance Officer Oracle Financial Services Software Limited Oracle Park, Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India Tel. no. +91 22 6718 3000 Fax no. +91 22 6718 3001 Email: investors-vp-ofss_in_grp@oracle.com Website: www.oracle.com/financialservices CIN: L72200MH1989PLC053666 The addresses of other offices of the Company and its subsidiaries are mentioned in the corporate information section of the annual report. 14.13 Credit rating The Company does not carry any debt and is not required to obtain a credit rating. 15. Other disclosures a. There are no materially significant related party transactions that may have potential conflict with the interests 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 person has been denied access to the Audit Committee. d. The policy for determining material subsidiaries is disclosed on the Company’s website at: http://www.oracle.com/us/industries/financial-services/policy-determining-material-2615655.pdf e. The related party transactions policy as approved by the Board is available on the Company’s website at: http://www.oracle.com/us/industries/financial-services/ofss-party-transactions-policy-2288144.pdf f. The Company does not undertake any trading in commodities. g. The Company has not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A). h. A certificate from Mr. Prashant Diwan, Practicing Company Secretary, has been received stating that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI, Ministry of Corporate Affairs (MCA) or any such statutory authority. 43


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    i. M/s. Mukund M. Chitale & Co., Chartered Accountants (Firm Registration no. 106655W) have been appointed as the Statutory Auditors of the Company. The details of payment of Statutory Auditors’ fees, on a consolidated basis is given below: Particulars Amounts (` in million) Statutory Audit Fees* 13.22 Others 0.06 Total 13.28 * Includes audit and audit related services. j. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: Particulars No. of Cases Number of complaints filed during the financial year 2018-19 2 Number of complaints disposed of during the financial year 2018-19 2 Number of complaints pending as at the end of the financial year 2018-19 Nil k. The Company is compliant with the applicable mandatory requirements of Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations. The Company has also complied with the requirements of the Corporate Governance Report as provided in Part C of Schedule V sub-regulations (2) to (10) of the Listing Regulations. l. Unclaimed Dividend: Pursuant to Sections 124 and 125 of Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, any money transferred to unpaid dividend account which is not encashed / claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (“IEPF”) Authority. The Company has uploaded the details of unpaid / unclaimed amounts lying with the Company as on August 14, 2018 (date of last Annual General Meeting) on the Company’s website at www.oracle.com/financialservices and on the website of the MCA at www.iepf.gov.in m. Unclaimed Shares: In terms of Part C of Schedule V of the Listing Regulations, there are no shares outstanding in demat suspense account/ unclaimed suspense account of the Company. 16. Discretionary requirements as specified in Part E of Schedule II of the listing regulations: a. Separate posts of Chairperson and Chief Executive Officer: the Chairperson of the Board is a Non-Executive Director and his position is separate from that of the Managing Director and Chief Executive Officer of the Company. b. The Company has adopted unmodified audit opinion / report. c. The Internal Auditor of the Company reports to the Audit Committee. Oracle Financial Services Software – Annual Report 2018-19


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    CEO & CFO Certificate May 9, 2019 The Board of Directors Oracle Financial Services Software Limited Mumbai CEO & CFO Compliance Certificate pursuant to Regulation 17(8) and Part B of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 We the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Oracle Financial Services Software Limited (“the Company”), certify that: A. We have reviewed the financial statements and the cash flow statement of the Company for the quarter and year ended on March 31, 2019 and that to the best of our knowledge and belief state that: 1. These statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading; 2. These statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations. B. We further state that to the best of our knowledge and belief, no transactions entered into by the Company during the quarter and year ended on March 31, 2019 are fraudulent, illegal or violative of the Company’s code of conduct. C. We are responsible for establishing and maintaining internal controls for financial reporting and evaluating the effectiveness of the internal control systems over the financial reporting of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. D. We have indicated, to the auditors and the Audit Committee: 1. Significant changes in internal control over financial reporting during the quarter and year ended on March 31, 2019; 2. Significant changes in accounting policies during the quarter and year ended on March 31, 2019; and that the same have been disclosed in the notes to the financial statements; and 3. Instances of significant fraud, of which we have become aware and the involvement therein of the management or an employee having a significant role in the Company’s internal control system over financial reporting. For Oracle Financial Services Software Limited Chaitanya Kamat Makarand Padalkar Managing Director & CEO Chief Financial Officer DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and Senior Management Personnel have confirmed compliance with the Code of Ethics and Business Conduct for the financial year ended March 31, 2019. For Oracle Financial Services Software Limited Chaitanya Kamat Managing Director & CEO Mumbai, May 9, 2019 45


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    Certificate on corporate governance To the Members, Oracle Financial Services Software Limited I have examined the compliance of conditions of Corporate Governance by Oracle Financial Services Software Limited for the year ended 31st March 2019, as stipulated in the Regulation 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In my opinion and to the best of my information and according to the explanation given to me and based on the representations made by the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Regulation 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. CS Prashant Diwan Practicing Company Secretary FCS No.: 1403 / CP No.: 1979 Date: June 20, 2019 Place: Mumbai Oracle Financial Services Software – Annual Report 2018-19


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    Management’s discussion and analysis of financial condition and results of operations Technology trends in the financial services industry and outlook A rapid evolution of technologies, rise of consumer forces, and the increasing scope and speed of regulations is driving a fundamental transformation in the financial services industry. Several innovative operating and business models are emerging driven by shifts in the way both retail and corporate customers consume financial services. Disruptive trends such as artificial intelligence and machine learning, cloud deployment and blockchain technology are influencing the future of banking. As pressure mounts on banks to innovate, and start-ups struggle to navigate regulations and court new customers, collaboration between the two is emerging as an important way to deliver value to the customer. The move towards ecosystem banking, in which banks become the core part of an ecosystem, could even see a shift from a bank being builders of financial solutions to assemblers and curators of consumer-driven financial management services, tools, and related offerings. The financial institutions need to move to open architecture systems that enable such collaboration. Your Company’s solutions provide open APIs (Application Program Interfaces) and other features to enable banks to be an active member of the wider financial services ecosystem. The increasing complexity of the Markets has changed the banking needs of corporates customers. They need innovation in the areas of credit, liquidity, cash management, trade finance and payments. Banks need to deliver solutions that improve efficiency, centralize information, provide real-time data, and reduce operating costs. Your Company’s Corporate Banking suite of solutions are designed to enable easy extensibility, scalability and availability. Banks can easily address new business requirements while integrating with other internal and external applications and offer complete corporate banking solution. Payments is another area where the scale and speed of adoption of new channels and technologies such as mobile wallets, CNP (Card Not Present) transactions, wearables and cryptocurrencies is altering the rules of the game. Banks are emerging as the anchor of this rapidly evolving payments landscape. In an increasingly cashless future, payment providers who embrace emerging payment innovations to offer differentiated, value-adding digital experiences can deepen their relationships with customers and take a dominant place in the changing market landscape. Your Company’s payment solution provides state-of-the-art business services and industry standard messaging framework to enable banks to compete in a digital payments landscape. Oracle Financial Services Software provides critical elements - digital, data, and an open platform - to enable faster implementation of digital and data capabilities across the business and drive outcomes from innovation investment - all at enterprise-grade scale, security and availability. Our solutions are architected to enable financial institutions innovate in latest areas, support establishment of new business models as also offer best-of-breed capabilities for financial institutions that need to operate flexibly and respond rapidly to challenging market conditions. Your Company's Analytical Applications power the top financial services companies in the world across Risk, Finance, Regulatory Compliance and Anti Financial Crime. These products are built on an industry-leading integrated data architecture that ensures sanctity of the source and curate data for reusability. These products enable financial institutions not just meet their Compliance and Regulatory needs, but also help monetize the investment in driving business benefit and improve overall profitability. Business overview Oracle Financial Services Software Limited, majority owned by Oracle, is a world leader in providing IT solutions to the financial services industry. With its experience of delivering value based IT solutions to global financial institutions, Oracle Financial Services Software understands the specific challenges that financial institutions face: the need for building customer intimacy and competitive advantage through cost-effective solutions, while simultaneously adhering to the stringent demands of a dynamic regulatory environment. Our mission is to enable financial institutions to excel through the effective use of information technology. Our dedicated research and development centers excel in innovation by producing world class products that strive to be ahead of the market. We offer financial institutions the world’s most comprehensive and contemporary banking applications and a technology footprint that addresses their complex IT and business requirements. We offer a comprehensive suite of offerings encompassing retail, corporate, and investment banking, funds, cash management, trade, treasury, payments, lending, private wealth management, asset management, compliance, enterprise risk and business analytics, among others. The products business (comprising product licensing, consulting and support) is our principal business segment. We also have two smaller business segments comprising of PrimeSourcing, our consulting services business (comprising IT application and technology services) and the business process outsourcing (BPO) services business. 47


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    These segments are described in detail below: Products The suite of solutions delivering a compelling Digital Experience, Digital Engagement and enabling comprehensive Data Management. Oracle Banking Digital Experience brings new comprehensive capabilities to banks seeking a digital transformation, customer and product acquisitions, business services, including payments innovation and customer financial insight. Built on open standards architecture, it provides a full range of business services out-of-the-box, including digital account and loan origination, digital wallets and mobile payments. Oracle Banking APIs is targeted at helping banks embarking on an Open API journey. Banks can take advantage of ready to consume APIs to accelerate their initiatives to tap new opportunities presented by PSD2 and Open Banking. Oracle Banking APIs enable banks to build seamless partnerships with third-party technology organizations, easily integrate with corporate client applications and reduce the time between API ideation and delivery. Oracle Banking Platform is a comprehensive suite of business applications for large global banks. Oracle Banking Platform is designed to help banks respond strategically to today’s business challenges and progressively transform their business models and processes, driving productivity improvements across both front and back offices and reducing operating costs. The solution supports banks as they grow their businesses through new distribution strategies, including multi-brand or white labeling, to tap new markets and enterprise product origination supporting multi-product and packages to drive an increased customer-to-product ratio. The solution provides a holistic view of the customer relationship across all products and services. Oracle Banking Platform is designed as a native service-oriented architecture (SOA) platform, helping banks implement key enterprise services, deliver and enrich channel capability, drive process improvement and tie it in with their existing applications and technology landscape. Through pre-integrated enterprise applications and the underlying Oracle technology, the solution can also help to reduce in-house integration and testing efforts, ultimately, reducing IT costs and improving time-to-market. Oracle Banking Platform provides a comprehensive suite of applications that makes the replacement of core systems viable for large banks, enabling strategic choices as well as providing a high level of flexibility and value. Oracle FLEXCUBE is a complete banking platform for retail, corporate and investment banking, consumer lending, asset management, and investor servicing including payments. Oracle FLEXCUBE can help banks jumpstart digital transformation and leapfrog their capabilities to stay relevant, competitive and compliant in a fast evolving industry. With its modern, digital, shrink- wrapped, pre-configured, interoperable, scalable and connected capabilities, Oracle FLEXCUBE Universal Banking can help catapult banks to the fore front of digital innovation and leadership. It enables banks to standardize operations across multiple countries, transform their local operations, address niche business requirements, respond faster to market, optimize operations, and manage compliance. Oracle FLEXCUBE offers banks flexibility in deployment models and transformation journeys. The product suite leverages and incorporate evolving new-age technologies like Cloud, AI/ML, Blockchain and help banks explore new operating and business models with support for Open Banking, APIs and Business Services. Oracle FLEXCUBE offers comprehensive functional capabilities across multiple lines of business and banking segments (retail, corporate, transactions, Business/SME, Microfinance, Islamic, Central Banks) and supports new business capabilities, functionalities, regulatory compliance and country specific localizations. The product supports end-to-end servicing capabilities backed by rich functionality across lending, deposits, current and savings accounts and payment operations. The platform offers components that enables banks to modernize their corporate banking capabilities across lending, liquidity management, trade finance, virtual accounts etc. Oracle FLEXCUBE offers out of the box support for multiple standards and regulatory directives such as SWIFT GPI, SEPA Instant, PSD2, PAD, and FATCA phase III etc. and includes data privacy features. Oracle Banking Enterprise Product Manufacturing is a comprehensive suite of Product master data management capability for the banking domain. It provides functionality to define financial products under Current Accounts and Savings Account, Loans, Term Deposits, Credit Cards, Investment and Retirement Accounts and Insurance (Consumer Credit, Lenders Mortgage and Home and Content Insurance types). Oracle Banking Enterprise Product Manufacturing helps banks create innovative products faster, add features to existing products, and set prices based on customer relationships. By designing differentiated product bundles, banks can optimize the product portfolio. Oracle Banking Enterprise Collections is an enterprise-class collections platform designed to assist financial institutions with managing the repayment of their consumer loan portfolios. The solution enables financial institutions in identification of delinquent accounts, accurate tracking and monitoring of delinquent accounts with high standards of efficiency. The solution covers the delinquent life-cycle of a consumer loan starting from the identification of the symptoms of delinquency to tracking delinquency and impairment. Oracle Banking Enterprise Originations is an enterprise-class platform covering the entire origination process from prospecting through fulfillment. Oracle Banking Enterprise Originations enables banks to simplify complex origination processes and deliver seamless customer experience throughout the origination lifecycle. The solution operates across channels, providing a common origination process for both assisted and self-service customers. Oracle Financial Services Software – Annual Report 2018-19

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