Oracle PDF
Oracle PDF
Oracle PDF
To, To,
Thanking you,
Yours sincerely,
For Oracle Financial Services Software Limited
Onkarnath Banerjee
Company Secretary & Compliance Officer
Membership No. ACS8547
Registered Office: Oracle Park, Off Western Express Highway, Goregaon (East), Mumbai, Maharashtra 400063, India
Oracle Financial Services Software Limited
Annual Report
2019−20
Letter to Shareholders
On behalf of the Board of Directors, I am pleased to report that for the financial year ended March 31, 2020, your Company
posted consolidated revenue of ₹ 48.6 billion. Consolidated net profit for the current financial year grew 6% over the previous
financial year to reach ₹ 14.6 billion.
Our growth streak continued with strong deal momentum around the world with wins across our platform with new and existing
customers. The customers included top banks in US, Japan, Australia, Europe, APAC and Africa. A leading Japanese bank
licensed Flexcube. A regional bank in Africa signed a multi country enterprise deal. LAPO Microfinance Bank, Nigeria’s largest
microfinance bank with four million customers, is implementing FLEXCUBE as well as Oracle Banking Digital Experience, Oracle
Banking Payments and Oracle Financial Services Analytical Applications. Central Bank of Libya in Tripoli, which includes four
of Libya’s public sector banks, is also upgrading its current FLEXCUBE solution. Multiple banks including Al Nile Bank, Balad
Bank in Sudan, as well as Libya’s Alyaqeen and Andalus Banks, chose Oracle Banking Digital Experience alongside FLEXCUBE
to enhance their operations. Other wins for the year include, My Bucks Banking Corporation, a new banking entity in Malawi,
has invested in the latest banking technology by signing a deal for Oracle FLEXCUBE Universal Banking and Oracle Banking
Digital Experience. Westlake Financial Services, a Southern California based finance company has extended its relationship by
signing a deal for Oracle Financial Services Lending and Leasing for servicing and collection of loans. A leading Canadian bank
has extended its relationship with Oracle by signing a deal for Oracle Financial Services Analytical Applications. A top Australian
bank has extended its relationship with Oracle by signing a deal for Oracle Banking Platform.
Through the financial year, we continued to strengthen our solutions portfolio to help financial institutions in their
transformation initiatives. We introduced Oracle Banking Enterprise Originations, localized and compliant for UK banks and
building societies. We announced the availability of Oracle Financial Services Anti Money Laundering (AML) Express Edition.
Targeted at small and mid-sized banks, the solution is available at a lowered total cost of ownership without compromising core
functional capabilities. This is an engineering breakthrough that your Company has made possible with the use of modern
cloud-compatible architectures. We launched Oracle Banking Supply Chain Finance, a comprehensive digitized end-to-end
solution that supports the full lifecycle of supply chain finance across receivables and payables offering supplier centric and
buyer centric financing.
The Company has been at the forefront of innovation to ensure our customers stay ahead in today’s shifting business landscape.
We introduced machine learning frameworks, included Chatbots and built Internet of Things (IoT) capabilities into several
products. We also received a patent for our “Computerized Transaction Management Module for Blockchain Networks” that allows
Oracle FLEXCUBE customers to instantly utilize the power of Blockchain. The Financial Crime and Compliance Management and
Anti-Money Laundering portfolio was enhanced with new capabilities and solutions, leveraging machine learning for analytical
capabilities, Robotic Process Automation (RPA) for workflows, and graphic analytics for the visualization of networks. These
offerings are setting a new industry standard and turning compliance into a competitive advantage for banks.
Forging a path towards better banking, our products and services continued to win us and our customers several accolades
and industry recognition. Oracle FLEXCUBE has been recognized as a ‘Leader’ in the Gartner Magic Quadrant for Global Retail
Core Banking, 2019. Oracle Asset Liability Management won ‘Product of the Year’ at Asia Risk Technology Awards 2019. The
Company remained among the top three vendors in Chartis RiskTech100, 2020 for the fifth consecutive year, while retaining
awards in two categories: core technology, data integrity and control. Arbuthnot Latham, a FLEXCUBE customer in the UK, has
won the title “Bank of the Year – 2019” in the City A.M. awards beating digital challengers and some of the bigger UK high street
banks. Westpac, one of our key customers in Australia, running Oracle Banking Platform, took the coveted iTnews benchmark
award in finance for its work on the single view of the customer.
As we closed the year, we faced the unprecedented disruption due to global COVID-19 pandemic. The Company proactively
switched to work from home to keep employees safe and avoid exposure. This was the time when our customers had joined
the battle with the local government in respective countries and needed our support. Our sales and services have increasingly
taken on a digital format, while our robust infrastructure, business continuity programs and most importantly our people have
ensured that we deliver our customer commitments with minimal disruptions. With processes that support the delivery of
products, services, and software from anywhere, anytime, your Company has helped customers alleviate the negative impact
of the pandemic. We have many heartening stories and accolades from our customers. While the uncertainty due to COVID-19
continues, our value proposition remains very relevant and even more so as the economic recovery begins.
On behalf of the Board of Directors and Management of Oracle Financial Services Software, I would like to thank you for your
support through this financial year. I look forward to your continued patronage as we chart a new path towards fulfilling our
mission of providing world class solutions for the financial services industry.
Regards,
S Venkatachalam
Chairperson
Oracle Financial Services Software Limited
1
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Corporate information 5
Directors’ report 8
Consolidated financials 65
3
Ten year history
35,000 14,000
in ₹ million
13,277
31,467
29,969
30,000 12,000 10,812 11,537
10,645
25,000 10,000
20,000 8,000
15,000 6,000
10,000 4,000
5,000 2,000
0 0
10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20
16,000 180
14,622 170.3
13,859 158.3 161.4
14,000 13,593 160
12,370 138.8 144.0
11,923 11,854 140 138.0
12,000 129.4
11,110 10,751 125.2 122.1
10,489 120
in ₹ million
10,000 105.9
9,093
100
in ₹
8,000
80
6,000
60
4,000
40
2,000 20
0 0
10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20
Earnings per share is computed on the equity capital base of 85,879,298 shares
as on March 31, 2020.
1,300 1,289
1,247 150 148
1,195 147
1,200
Country base
145
1,132 145
1,100 1,084 142
141 141
1,028 140 139
1,000 971
135
900
800 130
700 125
600 120
10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20
Note:
Amounts for financial year 2010-11 to 2014-15 are as per Consolidated Indian GAAP and for financial year 2015-16 to 2019-20 are as per
Consolidated Ind AS.
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
5
Offices
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, 2nd 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 Dublin 2 Las Condes, 7550011
D02 ED70 Ireland Santiago, Chile
7
Directors’ report
Financial year 2019-20
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 2019-20.
Financial highlights
As per Consolidated financial statements: (Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Revenue from operations 48,612.76 49,589.03
Finance income 1,658.14 1,319.73
Other income, net 115.25 441.19
Total income 50,386.15 51,349.95
Depreciation and amortization (1,063.81) (537.17)
Profit before tax 22,522.81 22,669.87
Tax expenses (7,900.64) (8,810.89)
Profit for the year 14,622.17 13,858.98
Other comprehensive income for the year 1,035.89 226.49
Total comprehensive income for the year 15,658.06 14,085.47
Performance
On consolidated basis, your Company’s revenue stood at ₹ 48,612.76 million this year, down 2% compared to
₹ 49,589.03 million of the previous financial year. The net income for the current financial year was ₹ 14,622.17
million, an increase of 6% compared to ₹ 13,858.98 million of the previous year. On an unconsolidated basis, your
Company’s revenue stood at ₹ 35,255.08 million during the current financial year, decrease of 2% compared to
₹ 35,808.97 million of the previous year. The net income for the current financial year was ₹ 15,826.56 million,
an increase of 23% compared to ₹ 12,824.70 million of the previous year. Previous years’ 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 part of this
Annual Report.
Dividend
The Company declared an interim dividend of ₹ 180 per equity share of ₹ 5 each on May 8, 2020 for the financial year
ended March 31, 2020. The Board of Directors has not recommended any additional final dividend for the financial
year 2019-20.
Share capital
During the financial year 2019-20, the Company allotted 100,151 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, 2020 was ₹ 429,396,490
divided into 85,879,298 equity shares of face value of ₹ 5 each.
a. Ms. Maria Smith resigned as a Non-Executive, Non-Independent Director of the Company, with effect from
May 9, 2019.
b. The Members of the Company at the Annual General Meeting held on August 8, 2019 approved:
- Appointment of Mr. Makarand Padalkar, Chief Financial Officer of the Company as the Whole-time Director
and Chief Financial Officer of the Company for a term of five consecutive years from May 9, 2019 to
May 8, 2024, liable to retire by rotation.
- Appointment of Mr. Yong Meng Kau, as a Non-Executive, Non-Independent Director of the Company,
liable to retire by rotation.
- Appointment of Mr. Vincent Secondo Grelli as a Non-Executive, Non-Independent Director of the Company,
liable to retire by rotation.
- Appointment of Ms. Jane Murphy as a Non-Executive, Independent Director of the Company, for a term of
five consecutive years up to December 31, 2023.
- Re-appointment of Mr. Sridhar Srinivasan, Non-Executive, Independent Director of the Company, for a
further term of five consecutive years from April 1, 2020 up to March 31, 2025.
Brief resumes of the Directors proposed to be 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 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 and clause (b) of sub-regulation (1) of regulation 16 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) confirming that they meet the criteria of independence. The Independent Directors have also confirmed
that they have complied with Schedule IV of the Companies Act, 2013 and the Company’s Code of Conduct.
During the year, there were no changes to the Key Managerial Personnel.
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.
9
Board policies
The Company has formed following policies as required by the Companies Act, 2013 and Listing Regulations:
Risk management
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. The development and implementation of
risk management policy has been covered in the Management's Discussion and Analysis Report, which forms part of
this Annual Report.
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.
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.
Fixed deposits
During the financial year 2019-20, 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 the Company by the SEBI, Ministry of Corporate Affairs (MCA) or any such statutory authority.
11
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 2002 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 854,453 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 Option 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 Number of
OSUs
i. Director:
Mr. Chaitanya Kamat 40,000
Mr. Makarand Padalkar 11,250
iii. Any other employee, who receives grant in any one year of options / OSUs amounting to 5% Nil
or more of options / OSUs granted during the year
iv. Identified employees who were granted options / OSUs, during any one year, equal to or Nil
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 ₹ 183.62
calculated in accordance with Indian Accounting Standard (IND AS) 33 ‘Earnings Per Share’
issued by the Institute of Chartered Accountants of India
All 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 (₹ 432.01 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, 2020
are as follows:
Particulars Scheme 2010 Scheme 2011
Shares arising Weighted Shares arising Weighted
from Options average from Options average
exercise price exercise price
(₹) (₹)
Outstanding at the beginning of the year 37,065 2,050 382,224 2,924
Granted – – – –
Exercised (3,230) 2,050 (14,082) 2,545
Forfeited – – (13,200) 3,112
Outstanding at the end of the year 33,835 2,050 354,942 2,932
Vested Options 33,835 354,942
Unvested Options – –
Options vested during the year – –
Options forfeited / lapsed during the year – 13,200
13
A summary of the activities in the Company’s OFSS Stock Plan 2014 for the year ended March 31, 2020 are as follows:
The weighted average share price for the year over which stock options / OSUs were exercised was ₹ 3,001. Money
realized by exercise of options / OSUs during the financial year 2019-20 was ₹ 43.66 million. The Company has
recovered perquisite tax on the options / OSUs exercised by the employees during the year. The weighted average fair
value of OSUs granted during the year was ₹ 3,168 calculated as per the Black Scholes valuation model as stated in
29(b) in the notes to accounts of the unconsolidated financials.
The details of Options unvested and Options vested and exercisable as on March 31, 2020 are as follows:
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.
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 as at March 31, 2020, were 8,001 (March 31, 2019 - 8,054) 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.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system commensurate
with the size of the business operations 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.
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.
15
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.
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 deployed renewable energy to both reduce our CO2 emissions and energy costs
through an Open Access option (via India Energy Exchange) at our Bengaluru office. 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
Bengaluru office, the excess manure is used for tree plantation projects.
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: 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. Network infrastructure is being
migrated to the next generation cloud platform and network tooling, processes are being made seamless between
the applications and the cloud platforms thereby enabling unified operational process, while securing the network
infrastructure, to provide a secure remote computing environment for our employees and customers.
Cloud deployment: All corporate applications are hosted on the Oracle next generation cloud. This move significantly
reduces infrastructure costs as well as reduces space and power utilization across the globe.
Business Resiliency: Your Company has successfully implemented disaster recovery initiatives for critical infrastructure
services. This was been adequately tested during this pandemic crisis and minor deficiencies have been mitigated and
the plan has been made more efficient and effective.
Virtual presence: Your Company has made significant investments in providing a near virtual working environment
for its employees through multiple collaboration tools. 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.
Conference room facilities have also been enhanced and standardized across the globe to ensure smooth and
seamless operations from any Oracle location.
All these initiatives would provide a more secure and efficient operating environment with the utilization of innovative
technology.
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
Never before has technology been so critical to the financial services industry. Increased competition from FinTechs/
tech giants, consumer demand for instant, digital delivery of products and services, fresh onslaught of financial crime
and fraud, a slew of new regulations are all pressing financial institutions to embrace new technologies and find
winning strategies.
Digital banking transformation, driven primarily by social, mobile and analytics, is fast becoming table stakes. It can no
longer guarantee growth and market leadership in the decade ahead. As customer expectations, business dynamics
and regulations continue to evolve, banks will need to invest in new capabilities to drive the next wave of transformation.
This next wave is essential to innovate and differentiate in new ways and do so profitably.
Several new technologies can offer banks the ability to go beyond ‘conventional digital’ and leverage truly next
generation capabilities. In the next decade, banks and financial services firms will need to harness emerging
technologies such as distributed ledgers, Internet of Things (“IoT”), APIs, Artificial Intelligence, machine learning,
Robotic Process Automations to transform customer and business value and accelerate profitable growth. As opposed
to just focusing on the technologies per se, financial institutions must leverage them as a means to an end, i.e. to equip
and enable staff and business lines to transform products, services, engagement and experiences at unparalleled
scale and scope. The challenge for financial institutions lies in their ability to take advantage of these technologies and
find new ways to collaborate, exchange and combine data and services to generate never-seen-before innovation,
efficiencies, and value.
Technology plays a vital role in helping financial institutions reduce risks, and drive process efficiencies in regulatory
compliance and fraud detection. Financial institutions are increasingly turning towards advanced Financial Crime
and Compliance Management approaches that leverage graph analytics, machine learning and other AI techniques
to improve detection, drive down the incidence of false positives, and thereby reduce associated costs. The ability
to continually discover emerging risks and new criminal patterns, coupled with the capacity to rapidly operationalize
newly developed models into production, is a necessary requirement for modern financial crime platforms.
Your Company has made significant investments in leveraging new technologies to sharpen our products and services
and ensure they are future ready. Our solutions come embedded with natural language processing and machine
learning capabilities for elevated customer experience and intelligent contextual response automation. We have
introduced Chatbots that banks can use to scale customer interactions by offering automated engagement to millions
of customers at the same time. We offer augmented reality, IoT, API and biometric capabilities and a micorservices
based architecture and componentized solution portfolio designed for cloud and on premise. With our data-driven
solutions, financial institutions can get the in-depth insights make better business-critical decisions. Your Company’s
commitment to innovation is a driving factor that keeps it in the forefront of the information technology industry.
17
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 3
Executive Director
Mr. Chaitanya Kamat 32
Mr. Makarand Padalkar* Not Applicable
*Appointed as Whole-time Director and Chief Financial Officer effective from May 9, 2019.
ii. The percentage increase in remuneration of each director, chief executive officer, chief financial officer
and company secretary in the financial year:
iii. The percentage increase in the Median Remuneration of Employees in fiscal 2020, as compared to fiscal
2019:
14%.
During the financial year 2019-20, the average remuneration of employees other than the key managerial
personnel increased by 10% over the previous year. During the same period, average remuneration of the key
managerial personnel increased by 24%.
vi. Affirmation that 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 and any Member interested in obtaining a copy of the same may write to the
Company Secretary.
Response to COVID-19
During March 2020, as the COVID-19 pandemic developed rapidly into a global crisis, the Company immediately
switched to a 100% work from home for all employees to ensure their well-being and safety. We are conducting
business with some modification to employee travel and employee work locations, including but not limited to, work
from home. Our robust infrastructure, processes, and most importantly our people, ensured that the Company
continues to deliver the commitments with minimal disruptions caused by the global COVID-19 pandemic. It is,
however, not clear what the potential long-term effects of any such alterations or modifications may have on our
business, including the effects on our customers and prospects.
The COVID-19 pandemic is also resulting in a series of government interventions around the globe to help alleviate
the economic distress, and our consulting and support teams have seamlessly helped our customers to meet these
challenges. The agile capabilities of our products were leveraged by the customers to respond to a dynamically
evolving situation.
The Company’s processes enable us to deliver our support, services and software, anytime anywhere and from any
location.
While we experienced, and may continue to experience, some delays in new deal signings, especially from regions with
‘in-person’ cultures for Board Meetings and financial institutions conserving budgets in the face of cost pressures, our
value proposition remains very relevant, and even more so when the economic recovery begins. The full effects of the
pandemic on the global economy and our business are currently unknown and we are watchful of the developments.
Being conscious of the social responsibility, the Company has directed its FY21 CSR efforts to projects aimed at
reducing distress due to COVID-19. In addition, the Company also recently contributed an amount of ₹12.5 Crores in
the Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund), towards COVID-19
relief.
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, bankers and regulatory authorities
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.
S Venkatachalam
Chairperson
DIN: 00257819
19
Annexure 1
Form MGT-9
EXTRACT OF ANNUAL RETURN
for the financial year ended on March 31, 2020
of
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. CIN L72200MH1989PLC053666
IV. Category / Sub-category of the Company Limited by shares / Indian Non-Government Company
Company
VII. Name, Address and Contact details of Link Intime India Private Limited
Registrar & Transfer Agents (RTA), if C 101, 247 Park
any 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
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 62011 100
marketing computer software, computer systems; providing
consultancy and other information technology related
activities
Sr. Name and Address of the Company CIN / GLN Holding/ % of Applicable
No. Subsidiary/ shares Section
Associate held
1 Oracle Global (Mauritius) Limited Not Applicable Holding 73.42 2(46)
C/o Citco (Mauritius) Limited
4th Floor, 1 Cybercity
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 Place, #12-10 Galaxies
Singapore 138522
5 Oracle Financial Services Consulting Pte. Ltd. Not Applicable Subsidiary 100.00 2(87)
1 Fusionopolis Place, #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)
399 Thornall Street, 6th Floor
Edison, NJ 08837 USA
9 Sotas Inc. Not Applicable Subsidiary 100.00 2(87)
399 Thornall Street, 6th Floor
Edison, NJ 08837 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 IQEQ Corporate Services (Mauritius)
Limited
33 Edith Cavell Street
Port Louis 11324, Mauritius
14 Oracle (OFSS) BPO Services Inc. Not Applicable Subsidiary 100.00 2(87)
399 Thornall Street, 6th Floor
Edison, NJ 08837 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
21
Sr. Name and Address of the Company CIN / GLN Holding/ % of Applicable
No. Subsidiary/ shares Section
Associate held
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
Unit 806, Henderson Metropolitan
Building 155, Tianjin Road, 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, 2019 the year as on March 31, 2020 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 73.50 63051197 − 63051197 73.42 (0.08)
(d) Banks / Financial − − − − − − − − −
Institutions
(e) Any Other − − − − − − − − −
Sub-total (A)(2) 63051197 − 63051197 73.50 63051197 − 63051197 73.42 (0.08)
Total shareholding of Promoter 63051197 − 63051197 73.50 63051197 − 63051197 73.42 (0.08)
(A)=(A)(1)+(A)(2)
23
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, 2019 the year as on March 31, 2020 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
Total Public Shareholding 22490724 237226 22727950 26.50 22610075 218026 22828101 26.58 0.08
(B)=(B)(1)+(B)(2)
(C) Shares held by Custodian − − − − − − − − −
for GDRs & ADRs
Grand Total (A+B+C) 85541921 237226 85779147 100.00 85661272 218026 85879298 100.00 0.00
Name of Shareholders Shareholding at the beginning of the Shareholding at the end of the year as %
year as on April 1, 2019 on March 31, 2020 change
No. of % of total % of shares No. of % of total % of shares in share
Shares shares pledged/ Shares shares pledged/ holding
of the encumbered of the encumbered during
Company to total Company to total the
shares shares year
The decrease in the percentage of promoters’ shareholding from 73.50 % to 73.42 % 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):
25
(v) Shareholding of Directors and Key Managerial Personnel:
The following Directors did not held any shares during the Financial Year 2019-20:
V. Indebtness:
The Company has not availed any loan during the year and is a debt-free company.
27
C Remuneration to Key Managerial Personnel other the MD/ Manager / WTD:
(Amounts in ₹ million)
Sr. Particulars of Remuneration Key Total Amount
No. Managerial
Personnel
Company
Secretary
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax 6.57 6.57
Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 1.52 1.52
(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 − −
2 Stock Option (OSU) (Number) 1000 1000
3 Sweat Equity − −
4 Commission − −
- as a % of Profit
- others, specify
5 Others, please specify − −
Total 8.09 8.09
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.
There were no contracts or arrangements or transactions entered into during the year ended March 31, 2020,
which were not 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:
S Venkatachalam
Mumbai Chairperson
June 24, 2020 DIN: 00257819
29
Annexure 3
[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, 2020 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, 2020 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 and 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;
As per 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;
(d) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable
Preference Shares) Regulations, 2013; and
(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.
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.
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
PR: 530/2017
UDIN: F001403B000377341
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.
31
Annexure A
To
The Members
Oracle Financial Services Software Limited
Oracle Park, Off Western Express Highway
Goregaon (East), Mumbai - 400 063
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.
7. I have carried out the verification of part of the records through digital mode as well as relied upon the
Management representation made by the Company due to prevailing conditions of COVID‐19 in the country.
CS Prashant Diwan
Practicing Company Secretary
FCS: 1403 CP: 1979
PR: 530/2017
UDIN: F001403B000377341
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.
The policy governing Corporate Social Responsibility (“CSR”) initiatives of Oracle Financial Services Software
Limited (“the Company” or “Oracle”) is in line with the regulations specified in section 135 and schedule VII of
the Companies Act, 2013 (“the Act”). The policy is available at http://www.oracle.com/us/industries/financial-
services/ofss-social-responsibility-2437852.pdf.
The Company 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. In addition, our employees contribute to social causes
in their areas of interest through Oracle Volunteering projects.
Advancing Education
Oracle helps nonprofit organizations increase access to digital learning tools and awaken and deepen students'
interest in science, technology, engineering, art, and mathematics (STEAM). The Company’s grantees in India
are:
- Championing literacy for all
- Empowering educators through professional development
- Creating an inclusive society for people with disabilities
- Promoting digital skills
- Preparing young people for successful careers
Protecting the Environment
Oracle supports nonprofit organizations working to protect our planet and the life it sustains. Our grantees in
India are:
- Saving endangered species, including Asiatic elephants and wild buffaloes
- Advancing environmental education
- Improving access to water resources
- Growing more sustainable livelihoods in agriculture
Strengthening Communities
The Company also supports nonprofit organizations that provide vital health and human services and strengthen
the infrastructure that supports a healthy society. Oracle’s grantees in India are:
- Increasing access to quality healthcare
- Fighting poverty and malnutrition
- Empowering women and girls
- Promoting gender equity
- Driving social change
The Company does not make contributions to any political party or its affiliations.
33
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 the Companies (Corporate Social Responsibility)
Rules, 2014: ₹ 17,868,252,376.
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): ₹ 357,365,048
c) Manner in which the amount (in Rupees) spent during the financial year:
During the year ended March 2020, Oracle spent the CSR funds across 101 programs / projects through
various NGOs and other organizations in three areas of its focus, namely, Education, Environment and
Community. The particulars are given below:
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 on its CSR activities.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in
compliance with CSR objectives and Policy of the company.
We hereby confirm that implementation and monitoring of the CSR Policy are in compliance with the CSR
objectives and CSR Policy of the Company.
Place: Mumbai
Date: June 24, 2020
35
Corporate governance report
The detailed report on Corporate Governance of Oracle Financial Services Software Limited (“the Company”) for the
financial year 2019-20 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:
2. Board of Directors
2.1 Composition of the Board
The composition of the Board of Directors of the Company (“the Board”) and the number of directorships and board
committee chairpersonships / memberships held by the Directors as on March 31, 2020, their attendance at the
Board Meetings during the year then ended and at the last Annual General Meeting are given below:
Video / audio-conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations
to participate in the meetings.
1. The Chairperson of the Board 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 holds 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 other 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 Act and 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: https://www.oracle.com/a/ocom/docs/industries/financial-services/financial-familarization-program.pdf
8. As on March 31, 2020, none of the Non-Executive Directors held any equity shares of the Company except
Mr. S Venkatachalam who held 6,000 equity shares of the Company.
- Ms. Maria Smith resigned as a Non-Executive, Non-Independent Director of the Company with effect from
May 9, 2019.
- The Members of the Company at the Annual General Meeting held on August 8, 2019 approved:
a. Appointment of Mr. Makarand Padalkar, Chief Financial Officer of the Company, as the
Whole-time Director and Chief Financial Officer of the Company for a term of five consecutive years
from May 9, 2019 to May 8, 2024, liable to retire by rotation.
b. Appointment of Mr. Yong Meng Kau, as a Non-Executive, Non-Independent Director of the Company,
liable to retire by rotation.
c. Appointment of Mr. Vincent Secondo Grelli, as a Non-Executive, Non-Independent Director of the
Company, liable to retire by rotation.
d. Appointment of Ms. Jane Murphy, as a Non-Executive, Independent Director of the Company, for a
term of five consecutive years up to December 31, 2023.
e. Re-appointment of Mr. Sridhar Srinivasan, Non-Executive, Independent Director of the Company, for
a further term of five consecutive years from April 1, 2020 up to March 31, 2025.
37
10. The Board has identified the following skills and competencies that help create a dynamic and effective Board:
The Directors of the Company collectively bring to the boardroom the above competencies and diverse
experiences & perspectives in areas relevant to the Company. The experience, qualifications and skills of each
director that the Board considers important are provided below:
During the financial year 2019-20, six Board Meetings were held on the following dates:
May 9, 2019, June 20, 2019, August 7, 2019, August 8, 2019, November 13, 2019 and February 4, 2020.
In case of urgent business needs, the Board’s approval was obtained by way of circular resolutions in accordance
with the Act.
During the year, a separate meeting of Independent Directors was held on November 13, 2019 and all
the Independent Directors of the Company participated in the said meeting without the presence of the
Non-Independent Directors and members of the Management of the Company.
3. Audit committee
3.1 Brief description of terms of reference
The Audit Committee of the Company 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.
39
3.2 Composition, meetings and attendance of the committee
During the financial year 2019-20, four meetings of the Audit Committee were held on May 9, 2019, August 7, 2019,
November 13, 2019 and February 4, 2020.
The details of the composition of the Audit Committee as on March 31, 2020 and the members’ attendance at the
Committee meetings during the year then ended were as under:
The Company Secretary acts as the Secretary to the Audit Committee meetings. The Managing Director and
Chief Executive Officer, Whole-time Director and 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 last Annual General Meeting held on August 8, 2019 to address shareholders' queries.
1. To formulate the criteria for determining qualifications, positive attributes and independence of directors;
2. To recommend to the Board policies relating to the remuneration of the directors, key managerial personnel,
senior management and other employees of the Company;
3. To review the criteria and conduct the evaluation of performance of Directors and the Board together with Board
Committees;
4. 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;
5. To identify the persons who are qualified to become directors and recommend to the Board their appointment
/ re-appointment.
The details of the composition of the Committee as on March 31, 2020 and the member’s attendance at the Committee
meetings during the year then ended were as under:
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 includes a base commission plus
incremental commission depending on the number and type of committees where they are members or chairpersons,
and holding number of directorships in the material unlisted subsidiaries of the Company.
5.1 Details of remuneration paid to the directors during the financial year 2019-20
During the financial year ended March 31, 2020, the Nomination and Remuneration Committee granted 142,250
OFSS Stock Units (OSUs) at an exercise price of ₹ 5 under OFSS Stock Plan 2014 to the eligible employees, including
Directors, of the Company and its Subsidiaries as under:
41
The terms of Employee Stock Options / OSUs granted under OFSS Stock Plan 2014 to the Directors were as follows:
Name of the Director Options / OSUs Options / OSUs Options /OSUs Exercise Expiry Date
outstanding as exercised & allotted outstanding as at price (₹)
at April 1, 2019 during the year March 31, 2020
Mr. Chaitanya Kamat 6250 – 6250 5.00 March 29, 2025
12500 – 12500 5.00 November 4, 2025
12500 – 12500 5.00 June 27, 2026
18750 – 18750 5.00 June 27, 2027
22500 – 22500 5.00 June 28, 2028
– – 25000 5.00 June 26, 2029
– – 15000 5.00 September 1, 2029
Mr. Makarand Padalkar 2500 2500 – 5.00 March 29, 2025
2500 2500 – 5.00 November 4, 2025
5000 2500 2500 5.00 June 27, 2026
7500 2500 5000 5.00 June 27, 2027
8750 – 8750 5.00 June 28, 2028
– – 11250 5.00 June 26, 2029
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.
- 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 the shareholders.
- Review of adherence to the service standards adopted in respect of various services being rendered by the
Company’s Registrar & Share Transfer Agents.
- Review of 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 2019-20, three meetings of the Committee were held on May 9, 2019, November 13, 2019
and February 4, 2020.
The details of the composition of the Committee as on March 31, 2020 and the members’ attendance at the Committee
meetings during the year then ended were as under:
The Chairperson of the Committee was present at the Annual General Meeting held on August 8, 2019 to address the
shareholders' queries.
Details of shareholders’ complaints received, resolved and outstanding during the financial year 2019-20 are given
below:
7. Transfer committee
The scope of Transfer Committee is to consider and approve requests for transfer and transmission 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 2019-20, there were no meetings held.
During the financial year 2019-20, twelve meetings of the Committee were held on April 24, 2019, May 22, 2019,
June 26, 2019, July 29, 2019, August 21, 2019, September 25, 2019, October 23, 2019, November 20, 2019,
December 17, 2019, January 22, 2020, February 26, 2020 and March 24, 2020.
The details of the composition of the Committee as on March 31, 2020 and the members’ attendance at the Committee
meetings during the year then ended were as under:
During the financial year 2019-20, one meeting of the Committee was held on February 4, 2020. Additionally,
business was also dealt with by passing circular resolution.
The composition of Committee as on March 31, 2020 and the members’ attendance at the Committee meeting
during the year then ended were as under:
During the financial year 2019-20, business was dealt with by passing circular resolutions.
43
The composition of Committee as on March 31, 2020 was as under:
Financial Year Date and Time Venue Gist of special resolutions passed
2018-19 August 8, 2019 Courtyard By Marriott Re-appointment of Mr. Sridhar Srinivasan
3.00 p.m. Mumbai International Airport (DIN: 07240718) as an Independent
C.T.S No. 215, Andheri Kurla Director for a further term of five
Road, Andheri (East) consecutive years up to March 31, 2025.
Mumbai 400059
2017-18 August 14, 2018 Rama & Sundri Watumull Re-appointment of Mr. S Venkatachalam
3.00 p.m. Auditorium, K C College (DIN: 00257819) as an Independent
124, Dinshaw Wachha Road Director for a further term of five
Churchgate, Mumbai 400020 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 N.A.
2.30 p.m. Sabhagriha, Bhaktivedanta
Swami Marg, Vile Parle (West)
Mumbai 400056
(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, 2020.
The Company’s quarterly financial results, press releases, annual reports and other relevant corporate documents are
also 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 at:
www.oracle.com/financialservices.
To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register
the same with their Depository Participants (“DPs”) in case the shares are held by them in electronic form, or with the
Registrar and Transfer Agents of the Company, in case the shares are held by them in physical form.
Day, Date, Time and Venue Tuesday, August 18, 2020 at 5.00 p.m. through Video Conference.
The Company is conducting meeting through VC / OAVM pursuant
to the MCA Circular dated May 5, 2020 and as such there is no
requirement to have a venue for the AGM. For details please refer to
the Notice of this AGM.
Financial Year April 1 to March 31
Date of Book Closure Wednesday, August 12, 2020 to Tuesday, August 18, 2020
(both days inclusive)
Dividend Payment Date Not Applicable
Name and Address of the Stock Exchanges where the Company’s shares are listed Stock Code / Symbol
BSE Limited (BSE) 532466
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 2019-20 have been paid to both the Exchanges.
45
14.4 Performance of the share price of the Company in comparison to NIFTY 50
12,450 3,700
11,225 3,150
10,000 2,600
8,775 2,050
7,550 1,500
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
Paid-up shares in capital (in ₹) Number of % to total No. of Shares Paid-up value (Face % of Total no.
Shareholders shareholders value of ₹ 5 each) of shares
Up to 2500 27480 97.94 2082159 10410795 2.42
2501 to 5000 232 0.83 820925 4104625 0.96
5001 to 10000 152 0.54 1106966 5534830 1.29
10001 to 20000 79 0.28 1088799 5443995 1.27
20001 to 30000 38 0.13 924237 4621185 1.08
30001 to 40000 20 0.07 711572 3557860 0.83
40001 to 50000 7 0.02 320175 1600875 0.37
50001 to 100000 22 0.08 1556073 7780365 1.81
100001 & Above 28 0.1 77268392 386341960 89.97
Total 28058 100.00 85879298 429396490 100.00
As on March 31, 2020, 99.75% of the equity shares of the Company were held in electronic form and 99.81% 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.
47
i. M/s. Mukund M. Chitale & Co., Chartered Accountants (Firm Registration no. 106655W), are the Statutory
Auditors of the Company. The details of Statutory Auditors’ fees for the financial year 2019-20, on a consolidated
basis, are given below:
j. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:
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 of sub-regulations (2) to
(10) of the Listing Regulations.
l. Unclaimed Dividend: Pursuant to Sections 124 and 125 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 March 31, 2020 on the Company’s website at www.oracle.com/financialservices and on the website of the
Ministry of Corporate Affairs 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.
b. The Statutory Auditors have issued unmodified audit opinion / report for the financial year 2019-20.
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, 2020 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, 2020 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.
1. Significant changes in internal control over financial reporting during the quarter and year ended on
March 31, 2020;
2. Significant changes in accounting policies during the quarter and year ended on March 31, 2020; 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.
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, 2020.
Chaitanya Kamat
Managing Director & CEO
Mumbai, May 14, 2020
49
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 2020, 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.
I have carried out the verification of part of the records through digital mode as well as relied upon the Management
representation made by the Company due to prevailing conditions of COVID‐19 in the country.
CS Prashant Diwan
Practicing Company Secretary
FCS No.: 1403 / CP No.: 1979
PR: 530/2017
UDIN: F001403B000377361
With the turn of the decade the industry is only just beginning to get comfortable with the idea of building new business
models and strategies that can take advantage of the prevailing digitally driven ecosystems. However, shedding legacy
systems and culture, executing a futuristic vision, and becoming a truly modern financial establishment will require
more than just incremental change. Banks will have to pick up the pace of transformation if they are to be meet
changing consumer expectations, beat a highly agile competition and achieve success in this new phase of hyper
scale connectivity.
Advanced technologies like AI, Machine Learning, Block Chain and Biometrics are also gaining traction within the
financial services industry. Forward looking organizations are exploring adaptive and predictive analytics, Internet of
Things (IoT), and intelligent automation capabilities to make better predictions of outcomes, improve decision making
as well as offer human-like customer experiences with efficiency and at scale.
The Application Programming Interface (API) economy offers banks the opportunity to commercialize resources like
data, services and other capabilities to directly create business value. As the API economy continues to evolve, Open
Banking capabilities will increasingly become table stakes for banks. These capabilities will enable them to sell and
deliver improved products, services, and experiences, access existing and new customers, tap new markets and drive
revenue growth.
Cloud adoption is gaining popularity in the financial services industry. What was once perceived as an unsure business
step was now seen as an opportunity to reduce costs and grow the business. Your company applies a modern approach
to assist banks rapidly adopt and realize the benefits of running their applications on Cloud. We have launched new
initiatives and programs that enable customers to expedite their transition to the Cloud in a safe and cost-effective
manner.
In the recent weeks there has been growing concern on the spread and impact of COVID-19. The global pandemic
poses a challenge to healthcare systems, businesses and communities around the world. Banks and financial
institutions are confronting a new reality as the ramification of the crisis is beginning to reverberate across the industry.
In the months to come we will see surge in the use of online and self-service channels, new regulations will come
into effect, there will be a boom in automation and increased need for digitized capabilities. As financial institutions
prepare to meet these challenges, your company’s solutions, are designed to help customers and prospects navigate
such changes successfully. Our value proposition for the financial services industry remains very relevant today and
even more so as global economies begin to recover. Our robust, IT infrastructure and processes enable us to deliver
our support, services and software, anytime anywhere.
Oracle Financial Services Software is committed to empowering financial institutions to become more responsive, agile,
collaborative, and insightful in what they do. Our solutions are architected to enable financial institutions, establish new
business models, operate flexibly, respond proactively to market conditions, create new business opportunities and
drive growth. 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 developing 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.
51
We offer a comprehensive suite of offerings encompassing retail, corporate, and investment banking, funds, cash
management, trade, treasury, payments, lending, asset management, compliance, enterprise risk and business
analytics, anti-financial crime 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.
Products
The suite of solutions delivering a compelling Digital Experience, Digital Engagement and enabling
comprehensive Data Management.
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.
Oracle FLEXCUBE equips banks for the era of physical and digital by helping them drive higher revenues, lower costs
and improving service levels and convenience. It offers the right mix of digital self-service and assisted engagement
capabilities, coupled with robust product processing functionalities that enable banks enhance customer experiences.
Enabled by the latest User Experience and technologies like Machine Learning, Natural Language Processing
and Intelligent Assistants, Oracle FLEXCUBE empowers bankers with new insights, predictions and capabilities to
personalize customer engagement while automating and streamlining routine processes. Oracle FLEXCUBE offers
banks the agility to adapt architectures to suit different transformation paths and diverse operating / business models
through a componentized architecture that is increasingly built on micro services. Its 1600 + APIs and Business
Services enables banks to open up data and services to third party developers to drive new ways to collaborate and
build revenue streams in the age of Open Banking.
Oracle FLEXCUBE offers comprehensive functional capabilities across multiple lines of business and supports new
business capabilities and functionalities, regulatory compliances and country specific localizations. It enables banks
to standardize operations across multiple countries, transform their processes, address niche business requirements,
respond faster to market, and manage compliances. 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 Financial Services Analytical Applications (OFSAA) is a suite of industry leading applications catering to
the critical areas of Risk, Finance, Treasury, Front office, Regulatory Reporting and Compliance, including the areas of
Financial Crime. These products are built on a unified data architecture leveraging new age technologies like Artificial
Intelligence (AI)/ Machine Learning (ML) and Graph, to deliver high performance.
Oracle Financial Services Analytical Applications Infrastructure (AAI) provides state of the art tools/frameworks/
libraries that support building OFSAA analytical applications and power their runtime across Risk, Finance, Treasury
and Financial-Crime-&-Compliance domains. AAI’s compute engines process data at scale exploiting hybrid compute
engines that include Big-Data cluster. AAI supports business logic that is both deterministic and model based with
powerful predictive analytics framework that delivers the foundation for Artificial Intelligence (AI)/Machine Learning
(ML) and augmented learning. AAI’s customer footprint is a testament to its enterprise nature and ability to address
regulatory needs, real-time responsiveness and complex decision support systems for financial institutions across the
globe. AAI’s portfolio has approved global patents, with both US-Patents & Trademarks Office (US-PTO) and European
Union Patents Office (EPO) gives it unique advantage.
Oracle Financial Services Financial Crime and Compliance Management (FCCM) suite comprises of a modern,
comprehensive, and extensible suite of applications that enable financial institutions with advanced capabilities to
effectively combat financial crime and comply with regulations while enhancing operational efficiency. Oracle FCCM’s
key offerings span across the entire financial crime and compliance management value chain including streamlined
Know Your Customer checks and Sanctions screening, Anti Money Laundering (AML) Transaction Monitoring
and Detection, efficient Enterprise Case Management, timely Compliance Regulatory Reporting and Management
dashboards. The offerings are augmented by a comprehensive Data Management and Advanced Analytics capabilities
to manage complex new generation threats. The key advanced analytics capabilities include an integrated analytics
workbench for machine learning based scenario modelling, and embedded graph analytics-based data visualizations
enabling discovery of hidden networks, entity resolution, advanced case investigations, and network pattern analysis.
- Support continuous compliance for complex Basel III post-crisis reforms covering Revised Standardized
Approach for Credit Risk, Market Risk, FRTB, Counterparty Credit Risk, Large Exposures and Leverage Ratio
guidelines due to be adopted by various jurisdictions from 2023 onwards.
- Managing risk across Treasury with integrated solutions covering interest rate risk, liquidity risk and funds transfer
pricing.
- Improving forecasting and predictive modeling capabilities thru pre-built models that leverage Artificial
Intelligence and Machine Learning methods.
- Unified IFRS 9/CECL solution using a modularized design approach, which allows for easier solution integration
and client-specific extensions and enables FIs to perform granular calculations on a common dataset.
- Oracle Financial Services Hedge management and IFRS valuation products caters to Hedge Management,
IFRS9 based Hedge Accounting standards on Micro hedging, Fair valuations using inbuilt methods, IFRS13 Fair
Valuation Level Allocation, and Disclosure requirements of IFRS7.
Oracle Financial Services Analytical Applications for Customer Insight suite of products comprise of Banking &
Insurance Performance Analytics and Retail Customer Analytics products which are front office applications aimed at
promoting topline growth through data driven insights into customer behavior. The solution helps improve top-line
growth with improved profitability by managing the profitable customer journeys and their lifecycle with the bank. The
banks have an added flexibility of deploying the Performance Analytics solution on cloud.
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 essentials out-of-the-box, including digital
account and loan origination, digital wallets and mobile payments. It also offers self service capabilities for corporate
customers in the areas of supply chain finance, corporate lending and facility management, liquidity and virtual
account management, and trade finance and cash management.
Oracle Banking APIs are 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 Liquidity Management enables banks to run a centralized liquidity management solution. The
solution supports traditional liquidity management methods like pooling and sweeping as also the advanced methods
such as interest optimization. The solution enables banks to provide in-depth visibility into cash positions of customers,
thereby helping them manage their daily liquidity in a consolidated and effective manner. The solution also provides
advanced techniques such as additional avenues for higher yield investments with flexibility to cater to country
regulatory restrictions, which in turn helps businesses to remain competitive and grow steadily despite all odds.
Oracle Banking Virtual Account Management provides comprehensive support for banks to enable their corporate
customers to manage their banking accounts efficiently. Pre-integrated with Oracle Banking Liquidity Management,
Oracle Banking Payments and Oracle FLEXCUBE DDA, the solution helps banks offer comprehensive support for
virtual accounts. With Oracle Banking Virtual Account Management, corporates can ensure rationalization of number
of real accounts and at the same time manage corporate liquidity efficiently.
Oracle Banking Corporate Lending is an end-to-end digitally enabled lending solution. The solution enables easy
integration with banks’ internal and external systems of customers, partner banks and agencies which supports open
interface (Open API) standards and eliminates processing overheads to deliver a faster loan processing. It allows banks
to embrace digital capabilities across the enterprise from credit management, origination to servicing. Its flexible
reporting capability and its ability to integrate with vendors and credit bureaus enables banks to comply effectively
with new regulations. The solution provides banks the capability to finance large and complex loan requirements of
corporate customers either through bilateral loans, syndicated loans by partnering with other banks or secondary
loan trading. It enables banks to offer flexible loan terms such as revolving and non-revolving commitments, flexible
interest rates and fees, different payments options, multiple rollover options and flexible disbursement facility.
Oracle Banking Corporate Lending Process Management is built to accelerate the process of origination and
servicing of corporate loans, enhance digital experience and empowers banks to address customers’ financing needs.
Its flexible servicing capabilities enables banks to undertake revolving and non-revolving commitments, manual and
automated payments, flexible rollover options and multiple types of disbursement facilities. Banks can now easily
close loans with an efficient workflow that ensures settlements and legal proceeding are undertaken smoothly. An
Open API enabled solution, Oracle Banking Corporate Lending Process Management allows banks to create new and
connected experiences for their customers.
53
Oracle Banking Credit Facilities Process Management is a comprehensive credit management solution that enables
banks to accelerate credit origination, pre-qualify wide variety of credit lines and enhance customer experience and
track exposures to customers in real-time and mitigate business risks. The solution allows for periodic re-evaluation of
collaterals and customers’ credit worthiness throughout the credit lifecycle. Banks can also proactively track utilizations,
collateral leverages, credit and risk scores, and covenants to ensure customers are meeting compliance requirements.
Oracle Banking Enterprise Limits and Collateral Management offers a single source for managing exposure across a
business portfolio. It enables centralized collateral management, limits definition, tracking and exposure measurement
for effective exposure management and resource utilization.
Oracle Banking Trade Finance Process Management provides comprehensive support for banks to enable their
corporate customers manage trade finance operations efficiently. Banks can help corporates improve their trade service
quality levels, expand trade operations to a global scale and ensure compliance with regulatory requirements without
incurring additional costs. With Oracle Banking Trade Finance Process Management, banks can enable corporates to
manage a wide range of trade services including guarantees, documentary credit and collections through intelligent
automation.
Oracle Banking Supply Chain Finance is a comprehensive digitized end-to-end solution that supports the full
lifecycle of supply chain finance across receivables and payables offering supplier centric financing and buyer centric
financing.
Oracle Banking Payments helps financial institutions improve straight through processing, support real-time and
immediate payment settlement, and reduce time-to-market while driving innovation. The solution is designed to
enable banks to rapidly respond to evolving standards while maintaining complete operational control and providing
high fidelity insight. Oracle Banking Payments supports global as well as local payment standards.
Oracle Financial Services Lending and Leasing combines the power of Oracle’s comprehensive, industry-leading
lending, and leasing solution with the simplicity, elasticity and security of Oracle Cloud and empowering lending
institutions to grow and improve profitability of their core lending business. The solution supports complete consumer
lending operations and lifecycle processing from origination to servicing, collections, delivering accurate, actionable
information from a single data source to help lending institutions make faster and more informed decisions about
loans, reduce risk, effectively manage the loan life cycle and manage delinquencies and losses. Its intuitive interface,
navigation and context-based account and customer sessions help boost user productivity.
Oracle FLEXCUBE Investor Servicing is a process enabled-transfer agency and investor servicing solution. It helps
financial institutions manage the complete fund lifecycle and reduce operational costs through process automation
across fund structures, intermediary hierarchies, and investors. Oracle FLEXCUBE Investor Servicing, an ISO 20022
compliant solution, enables enhanced STP processing through support for a wide variety of SWIFT NET Fund messages.
With a comprehensive business rules engine for products such as hedge funds, mutual funds and investment linked
products and fee structures, Oracle FLEXCUBE Investor Servicing allows fund management companies to configure
and launch new products rapidly.
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 capabilities, drive process improvements 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 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 their product portfolio.
Oracle Banking Enterprise Collections is an enterprise-class collections platform designed to assist financial
institutions with managing repayments of their consumer loan portfolios. The solution enables financial institutions in
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.
Services
Oracle Financial Services PrimeSourcing offers a comprehensive suite of consulting and application services
addressing retail, corporate, and investment banking, funds, cash management, trade, treasury, payments, lending,
private wealth management, asset management, compliance, enterprise risk and business analytics. PrimeSourcing
offerings encompass end-to-end consulting partnership, providing comprehensive business and technology solutions
that enable financial services enterprises to improve process efficiencies, optimize costs, meet risk and compliance
requirements, define IT architecture, and manage the transformation process. PrimeSourcing services are rendered
through centers located in India, by onsite teams operating at the customers’ premises and on-site centers located in
other parts of the world. With customer demands changing rapidly to outcome transformational engagements, there
is a clear opportunity for PrimeSourcing to integrate its deep domain knowledge with the product offerings of Oracle,
thereby providing a compelling value.
Oracle Business Process Outsourcing Services (BPO) offerings excel in providing cost effective and high quality
BPO services ranging from complex back-office work to contact center services for the banking, capital markets,
insurance and asset management domains. This comprehensive ecosystem of BPO services is backed by a mature
process and consulting framework. The BPO offerings are ISO 9001 certified for quality management and ISO 27001
certified for information security management.
Our revenues
Our revenues comprise three streams - license fees, annual maintenance contract (post contract support - PCS) fees
for our products and consulting fees in respective business segments.
License fee
Our standard licensing arrangements for products provide the bank a right to use the product up to a limit on number
of users or sites or such other usage metric upon the payment of a license fee. The license fee is a function of a variety
of quantitative and qualitative factors, including the number of copies, users, modules and geographical locations
supported. The licenses are perpetual, non-exclusive, personal, non-transferable and royalty free.
Consulting fee
We provide consulting services to our customers. The customer is typically charged a service fee on either a fixed price
basis or a time and material basis based on the professional efforts incurred and associated out of pocket expenses.
Both PrimeSourcing and BPO businesses comprise only of consulting services. In products business, our customers
can optionally avail our consulting services related to the implementation of products at their sites, integration with
other systems or enhancements to address their specific requirements.
The revenues generated from license fees and consulting services rendered by us depends on factors such as the
number of new customers added, milestones achieved, implementation effort, etc. Therefore, such revenues typically
vary from quarter to quarter and year to year. The annual maintenance contracts generate steady revenues and could
grow to the extent that new customers are entering a support agreement.
The consolidated financial statements include Oracle Financial Services Software Limited (“the Company”), its
subsidiaries and Controlled Trust (together referred to as “OFSS group” as described in note 1 to the consolidated
financial statements) (“the Group”) as at March 31, 2020.
55
You should read the following discussion of our financial position and results of operations together with the detailed
consolidated Ind AS financial statements and the notes which form integral part of such financial statements. Our
fiscal year ends on March 31 of each year.
Performance summary
(Amounts in ₹ million)
Year ended March 31, 2020 Products Services BPO Services Total
Revenue 43,145.69 4,275.92 1,191.15 48,612.76
Operating expenses (21,786.24) (3,497.92) (803.05) (26,087.21)
Unallocable expenses (1,776.13)
Income from operations 21,359.45 778.00 388.10 20,749.42
Operating margin 50% 18% 33% 43%
Profit for the year 14,622.17
Profit margin 30%
Our total revenues in the fiscal year ended March 31, 2020 were ₹ 48,612.76 million, decrease of 2% over our total
revenues of ₹ 49,589.03 million in the fiscal year ended March 31, 2019. The decrease in revenues was primarily
attributable to decrease in the revenues from our services business.
Income from operations in fiscal 2020 was ₹ 20,749.42 million representing decrease of 1% from ₹ 20,908.95 million
in fiscal 2019. The profit for the year in fiscal 2020 was ₹ 14,622.17 million, as against ₹ 13,858.98 million in fiscal
2019.
Services revenues
Our services revenues represented 9% and 10% of our total revenues for the fiscal year ended March 31, 2020 and
March 31, 2019 respectively. Our services revenues were ₹ 4,275.92 million in the fiscal year ended March 31, 2020,
decrease of 14% from ₹ 4,945.07 million in the fiscal year ended March 31, 2019.
The percentage of total services revenues from time and material contracts was 68% in fiscal year 2020 and 69% in
fiscal year 2019, with the remainder of our services revenues attributable to fixed price contracts.
Expenses
Operating expenses
The operating expenses consist of costs attributable to the compensation expenses for employees, project related
travel expenses, professional fees paid to vendors, the cost of application software for internal use, selling and
marketing expenses (including commissions payable to our partners), research and development expenses, product
advertising and marketing expenses, finance cost, contribution against Corporate Social Responsibility and overhead
expenses associated with support functions such as human resources, finance, facilities and infrastructure, IT along
with depreciation and amortization. We recognize these expenses as incurred.
Research costs are expensed as incurred. Software product development costs are expensed as incurred unless
technical feasibility of project is established, future economic benefits are probable, the OFSS group has an intention and
ability to complete and use or sell the software and the cost can be measured reliably. Software product development
costs incurred subsequent to the achievement of technical feasibility are not material and are expensed as incurred.
Employee costs
Our employee costs related expenditure decreased by 4% to ₹ 21,178.01 million in the fiscal year ended
March 31, 2020 from ₹ 21,958.10 million in the fiscal year ended March 31, 2019. Employee costs relate to salaries
and bonuses paid to employees.
Professional fees
Our professional fees related expenditure decreased by 3% to ₹ 1,452.45 million in the fiscal year ended
March 31, 2020 from ₹ 1,492.07 million in the fiscal year ended March 31, 2019 representing 3% of revenue from
operations for the year ended March 31, 2020. Professional fees include services hired from external consultants for
various projects.
Finance cost
Finance cost for the fiscal year ended March 31, 2020 is ₹ 473.65 million on account of interest on lease liability and
income tax.
Other expenses
Our other expenditure decreased by 35% to ₹ 1,439.61 million in the fiscal year ended March 31, 2020 from
₹ 2,225.79 million in the fiscal year ended March 31, 2019. The other expenses represent 3% and 4% of revenue
from operations for years ended March 31, 2020 and 2019 respectively. Other expenses primarily consist of
Corporate Social Responsibility expenditure, various facilities costs, application software, communication and other
miscellaneous expenses.
Operating Margin
Operating profit for the year ended March 31, 2020 is ₹ 20,749.42 million as against ₹ 20,908.95 million during the
year ended March 31, 2019.
57
Income taxes
The Company has exercised the option permitted under Section 115BAA of the Indian Income Tax Act, 1961 as introduced
by The Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized provision for income
tax and re-measured its deferred tax asset at the rate prescribed in the said section. Our provision for income taxes in
the fiscal year ended March 31, 2020 was ₹ 7,900.64 million as against ₹ 8,810.89 million in the fiscal year ended
March 31, 2019. Our effective tax rate was 35% and 39% in the fiscal year 2020 and 2019, respectively. Income taxes also
include foreign taxes representing income taxes payable overseas by us in various countries.
You should read the following discussion of our financial position and results of operations together with the detailed
unconsolidated Ind AS financial statements and the notes which form integral part of such financial statements. Our
fiscal year ends on March 31 of each year.
Performance summary
(Amounts in ₹ million)
Year ended March 31, 2020 Products Services Total
Revenue from operations 31,668.22 3,586.86 35,255.08
Operating expenses (13,588.88) (2,183.01) (15,771.89)
Unallocable expenses – – (1,088.99)
Income from Operations 18,079.34 1,403.85 18,394.20
Operating margin 57% 39% 52%
Profit for the year 15,826.56
Profit margin 45%
Our total revenues in fiscal 2020 were ₹ 35,255.08 million as against ₹ 35,808.97 million in fiscal 2019.
Income from operations in fiscal 2020 was ₹ 18,394.20, as against ₹ 18,474.65 million in fiscal 2019. The profit for
the year in fiscal 2020 was ₹ 15,826.56 million, as against ₹ 12,824.70 million in fiscal 2019.
Services revenues
Our services revenues represented 10% and 11% of our total revenues in the fiscal year 2020 and 2019 respectively.
Our services revenues were ₹ 3,586.86 million and ₹ 3,922.62 million in the fiscal year ended March 31, 2020 and
March 31, 2019 respectively.
The percentage of total services revenues from time and material contracts was 71% in both the fiscal years 2020 and
2019, with the remainder of 29% of our services revenues attributable to fixed price contracts.
Expenses
Operating expenses
The operating expenses consist of costs attributable to the compensation expenses for employees, project related
travel expenses, professional fees paid to vendors, the cost of application software for internal use, selling and
marketing expenses, research and development expenses, finance cost, bad debts, impairment loss (reversed) on
contract assets, contribution against Corporate Social Responsibility and overhead expenses associated with support
functions such as human resources, finance, facilities and infrastructure, IT along with depreciation and amortization.
We recognize these expenses as incurred.
Research costs are expensed as incurred. Software product development costs are expensed as incurred unless
technical feasibility of project is established, future economic benefits are probable, the Company has an intention and
ability to complete and use or sell the software and the cost can be measured reliably. Software product development
costs incurred subsequent to the achievement of technical feasibility are not material and are expensed as incurred.
Employee costs
Our employee costs related expenditure increased to ₹ 11,909.23 million in the fiscal year ended March 31, 2020
from ₹ 11,896.09 million in the fiscal year ended March 31, 2019. Employee costs relate to salaries and bonuses paid
to employees in India and at overseas branches, stock compensation charge to eligible employees along with staff
welfare activities for employees.
Professional fees
Our professional fees related expenditure decreased by 4% to ₹ 1,311.47 million in the fiscal year ended
March 31, 2020 from ₹ 1,366.75 million in the fiscal year ended March 31, 2019 representing 4% of revenue from
operations for the years ended March 31, 2020 and March 31, 2019. Professional fees include services hired of
external consultants for various projects and support services.
Finance Cost
Our finance cost expenditure was ₹ 80.18 million in the fiscal year ended March 31, 2020 on account of Interest on
lease liability and income tax.
59
Other expenses
Our other expenditure decreased by 38% to ₹ 1,134.50 million in the fiscal year ended March 31, 2020 from
₹ 1,827.80 million in the fiscal year ended March 31, 2019. The other expenses represent 3% and 5% of revenue
from operations for the year ended March 31, 2020 and year ended March 31, 2019 respectively. Other expenses
primarily consist of Corporate Social Responsibility expenditure, provision for diminution in value of investment,
bad debts and Impairment loss (reversed) on contract assets, various facilities and infrastructure costs, application
software, communication, auditors’ remuneration and other miscellaneous expenses.
Operating Margin
Operating profit for the year ended March 31, 2020 is ₹ 18,394.20 million as against ₹ 18,474.65 million during the
year ended March 31, 2019. Our operating profit margin was 52% for both the fiscal years 2020 and 2019.
Income taxes
The Company has exercised the option permitted under Section 115BAA of the Indian Income Tax Act, 1961 as
introduced by The Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized provision
for income tax and re-measured its deferred tax asset at the rate prescribed in the said section. Our provision for
income taxes in the fiscal year ended March 31, 2020, was ₹ 4,259.23 million as against ₹ 7,039.45 million in the
fiscal year ended March 31, 2019. Our effective tax rate was 21% and 35% for the fiscal years ended March 31, 2020
and March 31, 2019 respectively. Income taxes also include foreign taxes representing income taxes payable overseas
by the Company in various countries.
Other metrics
Key financial ratios
The following table summarizes significant changes in key financial ratios for the year ended March 31, 2020 and
March 31, 2019.
Consolidated Unconsolidated
2020 2019 2020 2019
Financial Performance
Operating profit / revenue from operations 43% 42% 52% 52%
Profit after tax / revenue from operations 30% 28% 45% 36%
Financial Position
Current Ratio 6.3 times 4.1 times 9.6 times 5.6 times
Return on total equity 22% 28% 29% 33%
Days of sales outstanding 63 days 63 days 41 days 48 days
Trade receivables
As per Consolidated financials, trade receivables as of fiscal March 31, 2020 and 2019 were ₹ 9,253.66 million and
₹ 9,474.76 million respectively. As per unconsolidated financials trade receivables as of fiscal March 31, 2020 and
2019 were ₹ 4,154.31 million and ₹ 4,866.30 million respectively.
Year ended March 31, 2020 Year ended March 31, 2019
Products Services Total Products Services Total
Revenues Revenues Revenues Revenues Revenues Revenues
Consolidated
Americas (NAMER) 28% 73% 34% 29% 69% 33%
Europe, Middle East, Africa (EMEA) 37% 17% 34% 37% 22% 35%
Asia Pacific (JAPAC) 35% 10% 32% 34% 9% 32%
Total 100% 100% 100% 100% 100% 100%
Unconsolidated
Americas (NAMER) 23% 70% 27% 23% 67% 28%
Europe, Middle East, Africa (EMEA) 43% 18% 41% 42% 22% 39%
Asia Pacific (JAPAC) 34% 12% 32% 35% 11% 33%
Total 100% 100% 100% 100% 100% 100%
Customer concentration
The percentage of total revenues during fiscal years 2020 and 2019 that we derived from our largest customer,
largest five customers and largest ten customers on consolidated and unconsolidated basis is provided in the
accompanying table. The Company contracts end customers in several countries through the local subsidiary of
Oracle Corporation. Entities under common control are considered as a single customer for the purpose of reporting
customer concentration.
Unconsolidated
Largest customer 77% 74% 98% 98% 79% 77%
Top 5 customers 89% 89% 100% 100% 90% 90%
Top 10 customers 93% 93% 100% 100% 94% 94%
61
Opportunities and threats
The financial services industry is witnessing a paradigm shift towards unparalleled customer choice and convenience
with next generation digital technologies. Several innovative operating and business models are emerging driven by
shifts in the way both retail and corporate customers consume financial services. Oracle is committed to understanding
the needs of its customers and helping them transform their systems with front to back solutions and digital capabilities
that enable them to not just respond quickly and effectively to changing market conditions and dynamics, but to also
create business opportunities and drive growth. While Geo-political issues are impacting mobility and the cost of
doing business, our deep domain expertise, strong partner network, and high brand value, remain our strengths;
resulting in continued momentum of new customer additions.
We are a zero-debt company. We expect that our primary financing requirements in the future will be capital
expenditure and working capital requirements in connection with the expansion of our business. We believe that the
cash generated from operations will be sufficient to satisfy our currently foreseeable capital expenditure and working
capital requirements.
Human capital
We are a globally integrated organization having seamless team-work with collaboration and a good understanding
of the nuances of different geographical cultures with a strong backbone of our own Company culture and business
conduct guidelines.
As at March 31, 2020, the Company had 6,474 employees (March 31, 2019 - 6,503) and the OFSS Group had 8,001
employees (March 31, 2019 - 8,054).
We invest in continuous learning of our employees and engage them in programs that develop agility to work in a
constantly transforming ecosystem. The blend of functional knowledge and technical expertise, coupled with in-house
training and real-life experiences in working with financial institutions, makes our employees unique. We leverage the
virtual libraries across the organization and also use on-line learning from leading learning portals.
We have in-house curiosity club and work on creating patents which are unique to our domain. We encourage
employees to author peer-reviewed technical papers and business case studies. We conduct learning games such as
‘Battle of Brains’ to encourage employees look at incremental innovation for solving real business issues.
Our Oracle University also helps us get training in both technology and functional domains. All our employees are
continuously equipped with the necessary learning which helps them to address the changing functional and technical
environments, and evolving customer requirements.
Currency Volatility
A substantial portion of the Company’s revenue is The Company manages its foreign currency risk by
generated in foreign currencies, while majority of the hedging a part of receivables in major currencies
Company’s expenses are incurred in Indian Rupees. The using forward contracts as a hedge instrument. This
functional currency of the Company is the Indian Rupee. helps the Company to minimize the foreign exchange
Exchange rate fluctuations can significantly impact the rate volatility.
Company’s revenues, operating results, cash flows and
total assets which are reported in Indian Rupees.
Competition
The Company faces competition from established global, The Company continues to invest in enriching its
as well as regional and local IT products and service IT solutions technically and functionally as relevant
providers. The Company also faces competition from to each market segment. A unique combination of
new-age players who offer niche solutions. state-of-the-art IT products along with end-to-end
consulting solutions for the financial services industry
makes the Company competitive in the market.
The Company also aims to ensure that product
differentiation expands the market.
63
Risks Mitigation Plan
Litigation
Legal claims can arise from commercial disputes, The Company has extensive processes to monitor
intellectual property entitlements and employment related and mitigate risks associated with customer contracts
matters, among others. The risk increases due to vast in their local jurisdictions. The Company conducts
geographic presence of the Company’s operations and regular awareness sessions for its employees on
nature of its business. Litigation can be lengthy, expensive applicable laws, immigration policies, mobility
and disruptive. The results of litigation cannot be predicted, restrictions, data security, IP management, etc. The
and an adverse decision could result in monetary damages Company has a strong whistle blower mechanism for
or injunctive reliefs that could affect the business, operating reporting of issues and concerns by employees.
results or financial condition of the Company.
Cyber Security
Due to the nature of its offerings, there is a risk of The Company has implemented cyber security
disruption or damage to the Company from any incidence controls as per the NIST framework as also per ISO
involving compromise of data resulting in financial loss, 27001 standard to detect, prevent and remediate
reputational damage or legal claims. data breach threats. These controls are continuously
monitored for their effectiveness. The Company
maintains appropriate firewalls, access controls and
infrastructure services which are invoked at different
points to mitigate risks.
Data Privacy
Protection of customer and personal data is an area The Company has a strong data privacy program that
of increasing concern globally. Several countries and operates globally and has processes to keep track
economic blocks have promulgating legislations, e.g., of newer legislative promulgations. The program
GDPR by the European Union. Certain legislations carry involves strong internal controls, documentation
severe consequences for non-compliance or breach. Any policies, upgraded contract framework and employee
violation, security breach, observed non-compliance or awareness. The Company also ensures that its vendors
inadequacy of privacy policies and procedures can result follow the data privacy norms and conducts regular
in substantive liabilities, penalties and reputational impact. audits of the processes and systems used by them.
65
Independent Auditor’s Report
67
Sr. Key Audit Matter Auditor’s Response
No.
3. Impairment of Goodwill Principal Audit Procedures:
The goodwill amounting to Rs. 6,086.63 million a) Focused our testing on the impairment of
represents 7.59% of its total assets. For the cash goodwill and the key assumptions and estimates
generating units (CGUs) which also includes made by management.
goodwill, the determination of the recoverable
amount of these CGUs requires significant b) Audit procedures included an assessment of
estimates in determining the key assumptions the controls over the impairment assessment
supporting the expected future cash flows of the process.
business, the utilisation of the relevant assets c) Evaluated the design and tested the operating
and the most appropriate discount rate. effectiveness of the relevant controls.
Refer to note 2.3 (b), 6, 27 (iv) and 32 of the d) Carried out the following procedures on the
consolidated Ind AS financial statements. valuation report and supporting assumptions
provided to us:
4. Information other than the Consolidated Ind AS financial statements and Auditor’s report thereon
The Holding Company’s Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Directors Report, Corporate Governance Report
and Management Discussion and Analysis, but does not include the Consolidated Ind AS financial statements
and our auditor’s report thereon. These reports are expected to be made available to us after the date of our
auditor’s report.
Our opinion on the Consolidated Ind AS financial statements does not cover the other information and we will
not express any form of assurance thereon.
In connection with our audit of the Consolidated Ind AS financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other information
is materially inconsistent with the Consolidated Ind AS financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.
When we read the other information included in the above reports, if we conclude that there is material
misstatement therein, we are required to communicate the matter to those charged with governance and
determine the actions under the applicable laws and regulations.
The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these Consolidated Ind AS financial statements that give a true and fair view of the
consolidated financial position, consolidated financial performance, consolidated total comprehensive income,
consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and
other accounting principles generally accepted in India. The respective Board of Directors of the Companies
included in the Group are responsible for maintenance of the adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Consolidated Ind AS financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error which
have been used for the purpose of preparation of the consolidated financial statements by the Directors of the
Holding Company, as aforesaid.
In preparing the Consolidated Ind AS financial statements, the respective Board of Directors of the Companies
included in the Group are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but
to do so.
The respective Board of Directors of the Companies included in the Group are also responsible for overseeing
the Company’s financial reporting process.
6. Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with Standards on auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Consolidated Ind AS financial statements.
As part of an audit in accordance with Standards on auditing, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
i) Identify and assess the risks of material misstatement of the Consolidated Ind AS financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ii) Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under the section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Holding Company and its subsidiary Companies
which are Companies incorporated in India, has adequate internal financial controls system in place and
the operating effectiveness of such controls.
iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
iv) Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the Consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group to cease to continue as a going concern.
v) Evaluate the overall presentation, structure and content of the Consolidated Ind AS financial statements,
including the disclosures, and whether the Consolidated Ind AS financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
69
vi) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated Ind AS financial statements. We are
responsible for the direction, supervision and performance of the audit of the Ind AS financial statements
of such entities included in the consolidated Ind AS financial statements of which we are the independent
auditors. For the other entities included in the consolidated Ind AS financial statements, which have been
audited by the other auditors, such other auditors remain responsible for the direction, supervision and
performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included
in the Consolidated financial statements of which we are the independent auditors regarding, among other
matters, the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of Consolidated Ind AS financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
7. Other Matters
We did not audit the Ind AS financial statements/financial information, in respect of five subsidiaries, whose
Ind AS financial statements/financial information reflect total assets of Rs. 24,431.77 million and net assets of
Rs.12,880.64 million as at March 31, 2020, total revenues of Rs. 41,498.60 million, total profit after tax (net) of
Rs. 807.85 million and net cash inflows of Rs. 1,835.59 million for the year ended on that date, as considered in
the consolidated Ind AS financial statements. These Ind AS financial statement/financial information have been
audited by other auditor, whose Ind AS financial statements/ financial information and auditor’s reports have
been furnished to us by the management. Our opinion on the consolidated Ind AS financial statements, in so
far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms
of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on
the reports of such other auditor.
Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the above matters with respect to our reliance on the work
done and the reports of the other auditor.
As required by section 143 (3) of the Act, based on our audit and on the consideration of report of the other
auditors on separate Ind AS financial statements and the other financial information of subsidiaries, as noted in
the ‘other matter’ paragraph, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of consolidated Ind AS Financial Statements.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other
Comprehensive Income, the Consolidated Statement of Cash Flow and Consolidated Statement of Changes
in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Consolidated Ind AS financial statements comply with the Ind AS specified
under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors of the Holding Company as on
March 31, 2020 taken on record by the Board of Directors of the Holding Company and the reports of the
statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group’s
companies incorporated in India is disqualified as on March 31, 2020 from being appointed as a director
in terms of Section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding
Company and its subsidiary companies incorporated in India to the extent applicable and the operating
effectiveness of such controls, refer to our separate report in Annexure 1 to this report.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us and based on the consideration of the reports of the other
auditor on separate Ind AS financial statements as also the other financial information of the subsidiaries,
as noted in the ‘Other matter’ paragraph:
i. The Group has disclosed the impact of pending litigations on the financial position in its Consolidated
Ind AS financial statements – Refer Note 28 (b) and Note 39 to the Consolidated Ind AS financial
statements;
ii. The Group did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Holding Company and its subsidiary companies incorporated in India.
(S.M.Chitale)
Partner
M. No. 111383
UDIN: 20111383AAAACY6960
71
Annexure 1 to the Independent Auditor’s Report of even date on the consolidated Ind AS financial
statements of Oracle Financial Services Software Limited
Referred to in paragraph [8(f)] under Report on Other Legal and Regulatory Requirements of our
report of even date
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
1. In conjunction with our audit of the consolidated Ind AS financial statements of Oracle Financial Services
Software Limited as of and for the year ended March 31, 2020, we have audited the internal financial controls
over financial reporting of Oracle Financial Services Software Limited (hereinafter referred to as the “Holding
Company”) and its subsidiary companies to the extent applicable, which are companies incorporated in India, as
of that date.
2. The respective Board of Directors of the Holding Company and its subsidiary companies, which are companies
incorporated in India, are responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Holding Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required
under the Act.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of
India and the Standards on Auditing as prescribed under section 143(10) of the Act, to the extent applicable
to an audit of internal financial controls and both. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls
over financial reporting included obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in
terms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a
basis for our audit opinion on the internal financial controls system over financial reporting.
4. A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company's internal financial control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
5. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control over financial reporting may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Opinion
6. In our opinion, the Holding Company and its subsidiary companies to the extent applicable, which are companies
incorporated in India, have, maintained in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were operating effectively
as at March 31, 2020, based on the internal control over financial reporting criteria established by the Holding
Company considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Other Matter
7. Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls over financial reporting of the Holding Company, insofar as it relates to two subsidiary companies to
the extent applicable, which are companies incorporated in India, is based on the corresponding reports of the
auditors of such subsidiary companies incorporated in India.
(S.M.Chitale)
Partner
M. No. 111383
UDIN: 20111383AAAACY6960
73
Consolidated balance sheet
as at March 31, 2020
(Amounts in ₹ million)
Notes March 31, 2020 March 31, 2019
ASSETS
Non-current assets
Property, plant and equipment 3 2,305.20 2,450.09
Capital work-in-progress 3 0.49 4.53
Right-of-use Assets 4 1,134.40 −
Investment property 5 102.00 102.00
Goodwill 6 6,086.63 6,086.63
Financial assets 7 1,447.09 649.80
Deferred tax assets (net) 16 1,013.68 617.03
Income tax assets (net) 7,979.21 7,486.56
Other non-current assets 10 389.63 711.88
20,458.33 18,108.52
Current assets
Financial Assets
Trade receivables 8 9,253.66 9,474.76
Cash and cash equivalents 9 (a) 13,315.94 11,562.69
Other bank balances 9 (b) 31,652.17 16,716.93
Other current financials assets 7 2,501.59 3,357.06
Income tax assets (net) 806.28 28.45
Other current assets 10 2,225.47 2,066.01
59,755.11 43,205.90
TOTAL 80,213.44 61,314.42
EQUITY AND LIABILITIES
Equity
Equity share capital 11 429.40 428.76
Other equity 12 65,266.40 48,936.63
Total equity 65,695.80 49,365.39
Non- current liabilities
Financial liabilities
Lease liability 29 681.50 −
Other financial liabilities 13 45.55 32.38
Other non-current liabilities 14 − 160.62
Provisions 15 1,198.74 1,005.21
Deferred tax liability (net) 16 1,975.56 29.80
Income tax liabilities (net) 1,156.30 106.84
5,057.65 1,334.85
Current liabilities
Financial liabilities
Lease liability 29 465.32 −
Trade payables
Payable to micro and small enterprises 13 2.65 3.17
Payable to others 13 352.27 564.48
Other current financial liabilities 13 2,195.30 2,723.47
Other current liabilities 14 4,967.81 5,064.67
Provisions 15 1,291.06 1,290.03
Income tax liabilities (net) 185.58 968.36
9,459.99 10,614.18
TOTAL 80,213.44 61,314.42
Summary of significant accounting policies 2
The accompanying notes form an integral part of the consolidated financial statements.
As per our report of even date For and on behalf of the Board of Directors of
Oracle Financial Services Software Limited
For Mukund M. Chitale & Co. S Venkatachalam Chaitanya Kamat
Chartered Accountants Chairperson Managing Director
ICAI Firm Registration No. 106655W DIN: 00257819 & Chief Executive Officer
DIN: 00969094
75
Consolidated statement of changes in equity
for the year ended March 31, 2020
Year ended March 31, 2020 (Amounts in ₹ million, except share data)
Particulars Equity share capital Other equity Total equity
No. of shares Share Share Securities General Employee Contribution Gain on Retained Other comprehensive income attributable
capital application premium reserve stock from Treasury earnings to equity
Foreign Remeasurement holders
money options Ultimate shares currency of defined
pending outstanding Holding of the
translation benefit obligation Company
allotment Company reserve
Balance as of April 1, 2019 85,751,987 428.76 0.48 15,141.21 10,145.19 1,647.37 144.52 522.70 20,328.27 1,006.89 ‒ 49,365.39
77
May 14, 2020 May 14, 2020
Notes annexed to and forming part of consolidated financial statements
for the year ended March 31, 2020
The Company along with its subsidiaries is principally engaged in the business of providing information technology
solutions and business processing services to the financial services industry worldwide. The Company has a suite of
banking products, which caters to the transaction processing and compliance needs of corporate, retail, investment
banking, treasury operations and data warehousing.
The consolidated financial statements for the year ended March 31, 2020 were approved by the Company’s Board of
Directors and authorized for issue on May 14, 2020.
The Company has following subsidiaries and controlled entities (hereinafter collectively referred as the “OFSS group”):
The consolidated financial statements have been prepared on a historical cost basis, except for the following assets
and liabilities which have been measured at fair value:
- certain financial assets and liabilities, including derivative instruments, that are measured at fair value
- share-based payments
Previous year's comparative numbers have been reclassified wherever necessary, to conform to current year’s
presentation.
i) Power over investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
ii) Exposure, or rights, to variable returns from its involvement with the investee, and
iii) The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and
when the OFSS group has less than a majority of the voting or similar rights of an investee, the OFSS group considers
all relevant facts and circumstances in assessing whether it has power over an investee, including:
a) The contractual arrangement with the other vote holders of the investee
d) The size of the OFSS group’s holding of voting rights relative to the size and dispersion of the holdings of the
other voting right holders
The OFSS group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the OFSS group
obtains control over the subsidiary and ceases when the OFSS group loses control over the subsidiary.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other
events in similar circumstances. The financial statements of all entities used for the consolidation are drawn up to
same reporting date as that of parent company i.e. as at March 31, 2020.
The financial statements of the companies under OFSS group are consolidated on a line-by-line basis and intra-group
balances and transactions including unrealized gain/loss from such transactions are eliminated upon consolidation.
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2.3 Summary of significant accounting policies
The significant accounting policies adopted by the OFSS group, in respect of the consolidated financial statements are
set out as below:
(a) Property, plant and equipment including intangibles and capital work-in-progress, depreciation
and amortization
Property, plant and equipment including intangibles and capital work-in-progress
Freehold land is stated at cost. All other items of property, plant and equipment and capital work in progress, are
stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the
cost of replacing part of the plant and equipment, if the recognition criteria are met. When significant parts of plant
and equipment are required to be replaced at intervals, the OFSS group depreciates them separately based on their
specific useful lives. All other repair and maintenance costs are recognized in the statement of profit or loss as incurred.
The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the
respective asset if the recognition criteria for a provision are met. All additions during the reported year are considered
at cost.
The OFSS group purchases certain specific-use application software, which is in ready to use condition, for internal
use. It is estimated that such software has a relatively short useful life, usually less than one year. The OFSS group,
therefore, charges to the consolidated statement of profit and loss the cost of acquiring such software.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is becomes their fair value at the date of acquisition. Following initial recognition, intangible
assets are carried at cost less any accumulated amortization and accumulated impairment losses.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually
or at the cash-generating unit level.
Depreciation and amortization are computed as per the straight-line method using the rates arrived at based on the
useful lives estimated by the management. The estimated useful life considered for depreciation of fixed assets is as
follows:
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
The management has estimated, supported by an independent assessment by professionals, the useful lives of
buildings as 20 years. These lives are lower than those indicated in schedule II to the Act.
The management has estimated, based on an internal assessment, the useful lives of the following classes of assets.
- The useful lives of servers and networking equipment’s forming part of computer equipment’s are estimated as
3 years. These lives are lower than those indicated in schedule II to the Act.
- The useful lives of furniture and fixtures and electrical and other installations are estimated at 2-7 years. These
lives are lower than those indicated in schedule II to the Act.
Goodwill is tested for impairment annually as at March 31 and when circumstances indicate that the carrying value
may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which
the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is
recognized. Impairment losses relating to goodwill cannot be reversed in future periods.
Transactions in foreign currencies are initially recorded by the OFSS group’s entities at their respective functional
currency using spot rates on the dates of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the relevant functional currency
at exchange rates at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit
and loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions.
On consolidation, the assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing
at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the date of
the transactions. For practical reasons, the OFSS group uses an average rate to translate income and expense items,
if the average rate approximates the exchange rates at the date of the transactions. The exchange differences arising
on translation for consolidation are recognized in Other Comprehensive income (“OCI”).
In accordance with Appendix B to Ind AS 21 “Foreign Currency Transactions and Advance Considerations”, the date
of the transaction for the purpose of determining the exchange rate to be used on initial recognition of the related
asset or liability, expense or income, is when the OFSS group has received or paid advance consideration in foreign
currency.
Software product development costs incurred subsequent to the achievement of technical feasibility are not material
and are expensed as incurred.
In arrangements for software development and related services along with maintenance services, the OFSS group has
applied the guidance as per Ind AS 115, Revenue from contracts with customers, by applying revenue recognition
criteria for each distinct performance obligations. For allocating the transaction price, the OFSS group has measured
the revenue in respect of each performance obligation of a contract at its relative standalone selling price. The price
that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. For
Software licenses, the OFSS group is using a residual approach for estimating the standalone selling price of software
license as the pricing is highly variable. For software development and related services, the performance obligations
are satisfied as and when the services are rendered since the customer generally obtains control of the work as it
progresses.
81
The OFSS group accounts for modifications to existing contracts by assessing whether the services added are distinct
and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted for on a
cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract
if the additional services are priced at the standalone selling price, or as a termination of the existing contract and
creation of a new contract if not priced at the standalone selling price.
The OFSS group presents revenues net of indirect taxes in its consolidated statement of profit and loss.
Performance obligation
Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is
made available to the customer. Where the license is required to be substantially customized as part of the implementation
service the entire arrangement fee for license and implementation is considered to be a single performance obligation
and the revenue is recognized using the percentage-of-completion method as the implementation is performed.
Product maintenance revenue is recognized rateably over the period of the contract.
Revenue from fixed price contracts, where the performance obligations are satisfied over time and where there is no
uncertainty as to measurement or collectability of consideration, is recognized by reference to the stage of completion.
Stage of completion is measured by reference to labor hours incurred to date as a percentage of total estimated labor
hours for each contract. When the contract outcome cannot be measured reliably, revenue is recognized only to the
extent that the expenses incurred are eligible to be recovered.
Revenue from contracts on time and material basis is recognized as services are performed.
Contract balances
Revenue in excess of billing is classified as contract asset i.e. unbilled revenue while billing in excess of revenue is
classified as contract liability i.e. deferred revenue. Contract assets are classified as unbilled receivables when there is
unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unbilled Revenue
are classified as non-financial asset if the contractual right to consideration is dependent on completion of contractual
milestones.
Deferred contract costs are incremental costs of obtaining a contract which are recognized as assets and amortized
over the benefit period.
(f) Income-tax
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted, at the reporting date in the countries where the OFSS group operates and generates taxable income.
Current income tax relating to items recognized outside profit or loss is recognized either in other comprehensive
income or in equity. Current tax items are recognized in correlation to the underlying transaction either in other
comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate, including provision required for uncertain tax treatment.
Current tax assets and current tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities.
Income tax consequence of dividends are linked more directly to past transactions or events that generates
distributable profit. Therefore, the OFSS group recognizes the income tax consequences of dividends in profit or
loss, other comprehensive income or equity according to where the OFSS group originally recognizes those past
transactions or events.
Deferred tax
Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
- When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss.
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of unused tax credits and unused
tax losses can be utilized, except:
- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of
an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss.
- In respect of deductible temporary differences associated with investments in subsidiaries, and associates,
deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against which the temporary differences can be
utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset
is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized either in other comprehensive income or
in equity. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive
income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
The interpretation in Appendix C to Ind AS 12 Uncertainty over Income Tax Treatments addresses the accounting
for income taxes when tax treatments involve uncertainty that affects the application of Ind AS 12. It does not apply
to taxes or levies outside the scope of Ind AS 12, nor does it specifically include requirements relating to interest and
penalties associated with uncertain tax treatments. The interpretation specifically addresses the following:
- The assumptions an entity makes about the examination of tax treatments by taxation authorities
- How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates
The OFSS group determines whether to consider each uncertain tax treatment separately or together with one or
more other uncertain tax treatments based on the approach that better predicts the resolution of the uncertainty. In
determining the approach that better predicts the resolution of the uncertainty, the OFSS group has considered, (a)
how it prepares its income tax filings and supports tax treatments; or (b) how the OFSS group expects the taxation
authority to make its examination and resolve issues that might arise from that examination.
This interpretation is effective from April 1, 2019. The OFSS group has evaluated the requirements of the amendment
and concluded that there is no impact on the retained earnings of the OFSS group as at April 1, 2019 as a result of this
interpretation. For impact of uncertain tax positions for the year ended March 31, 2020, refer note 16.
83
(h) Non-current assets held for sale
The OFSS group classifies non-current assets and disposal groups as held for sale if their carrying amounts shall be
recovered principally through a sale rather than through continuing use. Sale transactions shall include exchanges of
non-current assets for other non-current assets when the exchange has commercial substance.
Non-current assets held for sale are measured at the lower of their carrying amount and the fair value less costs to sell.
Assets and liabilities classified as held for sale are presented separately in the balance sheet.
Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortized.
All other notes to the financial statements primarily include amounts for continuing operations, unless otherwise
mentioned.
- In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the OFSS group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value
measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits
by using the asset in its highest and best use or by selling it to another market participant that would use the asset in
its highest and best use.
The OFSS group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, so as to maximize the use of relevant observable inputs and minimize the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the OFSS group determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest
level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
At the reporting date, the OFSS group analyses the movements in the values of assets and liabilities which are required
to be remeasured or re-assessed as per the accounting policies. For this analysis, the OFSS group verifies the major
inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other
relevant documents.
The OFSS group also compares the change in the fair value of each asset and liability with relevant external sources
to determine whether the change is reasonable.
For the purpose of fair value disclosures, the OFSS group has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This category is the most relevant to the OFSS group. Debt instruments are measured at amortized cost if the asset is
held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding. These financial assets are amortized using the effective interest
rate (EIR) method, less impairment. Amortized cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in
the consolidated statement of profit and loss. The losses arising from impairment are recognized in the consolidated
statement of profit and loss.
Debt instruments at fair value through profit or loss include assets held for trading and financial assets designated
upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they
are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded
derivatives, are also classified as held for trading unless they are designated as effective hedging instruments as
defined by Ind AS 109 Financial Instruments. Debt instruments at fair value through profit or loss are carried in the
statement of financial position at fair value with net changes in fair value recognized in the consolidated statement of
profit and loss.
Derecognition
A financial asset is derecognized i.e. removed from the OFSS group’s consolidated statement of financial position
when:
- The contractual rights to the cash flows from the financial asset expire or
- The OFSS group has transferred its contractual rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the OFSS group has transferred substantially all the risks and rewards of the asset,
or (b) the OFSS group has neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
When the OFSS group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
OFSS group continues to recognize the transferred asset to the extent of the OFSS group’s continuing involvement. In
that case, the OFSS group also recognizes an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the OFSS group has retained.
85
Impairment of financial assets
The OFSS group applies expected credit loss (ECL) model for measurement and recognition of impairment loss on
the financial assets and credit risk exposure. For trade receivables the OFSS group follows ‘simplified approach’ for
recognition of impairment loss allowance. The application of simplified approach does not require the OFSS group to
track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting
date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the OFSS group determines that
whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased
significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly,
lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer
a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss
allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible
within 12 months after the reporting date.
The OFSS group uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables.
The provision matrix is based on its historically observed default rates over the expected life of the trade receivables
and is adjusted for forward-looking estimates. Further, the trade receivables have customer concentration across
the globe and therefore the OFSS group also considers the socio-economic conditions of the regions where the
customers are located.
On that basis, the OFSS group estimates the following provision matrix at the reporting date:
At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates
are analyzed.
Interest income
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at amortized cost or financial liabilities at fair
value through profit or loss, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of
loans and borrowings and payables, net of directly attributable transaction costs.
The OFSS group’s financial liabilities include trade payables, accrued expenses, accrued compensation to employees,
advance from customers, dividend and dividend tax payable along with unpaid dividends.
Subsequent measurement
The OFSS group measures all financial liabilities at amortized cost except for financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss. Amortized cost is calculated
by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
Financial liabilities held for trading are measured at fair value through profit or loss. The OFSS group has not designated
any financial liability as at fair value through profit or loss.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognized in the consolidated statement of profit and loss.
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative
host contract – with the effect that some of the cash flows of the combined instrument vary in a way similar to a
standalone derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required
by the contract to be modified according to a specified interest rate, financial instrument price, commodity price,
foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided in the case of
a nonfinancial variable that the variable is not specific to a party to the contract. Reassessment only occurs if there is
either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required
or a reclassification of a financial asset out of the fair value through profit or loss.
If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109, the OFSS group does
not separate embedded derivatives. Rather, it applies the classification requirements contained in Ind AS 109 to the
entire hybrid contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and
recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts
and the host contracts are not held for trading or designated at fair value through profit or loss. These embedded
derivatives are measured at fair value with changes in fair value recognized in profit or loss, unless designated as
effective hedging instruments.
The OFSS group uses forward currency contracts to hedge its foreign currency risks. Such derivative financial
instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are
subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and
as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of
derivatives are taken directly to statement of profit and loss.
- Fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment
- Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular
risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency
risk in an unrecognized firm commitment
The OFSS group enters into foreign currency forward contracts that is used to hedge risk of exposure of changes in
the fair value of trade receivables on account of foreign currency rate movement. These derivative contracts are not
designated as hedges and accounted for at fair value through profit or loss and are included in other income, net.
(l) Leases
OFSS group as a Lessee
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on
the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right
is not explicitly specified in an arrangement.
The OFSS group recognizes right-of-use asset and a corresponding lease liability for all lease arrangements in which
the OFSS group is a lessee, except for a short term lease of 12 months or less and leases of low-value assets. For
short term lease and low-value asset arrangements, the OFSS group recognizes the lease payments as an operating
expense on straight-line basis over the lease term.
Certain lease arrangements include the options to extend or terminate the lease before the end of the lease
arrangement. Right-of-use assets and lease liabilities are measured according to such options when it is reasonably
certain that the OFSS group will exercise these options.
The right-of-use asset are recognized at the inception of the lease arrangement at the amount of the initial measurement
of lease liability adjusted for any lease payments made at or before the commencement date of lease arrangement
reduced by any lease incentives received, added by initial direct costs incurred and an estimate of costs to be incurred
87
by the OFSS group in dismantling and removing the underlying asset or restoring the underlying asset or site on
which it is located. The right-of-use assets are depreciated using the straight-line method from the commencement
date over the shorter of lease term or useful life of right-of-use asset. Estimated useful life of right-of-use assets is
determined on the basis of useful life of property, plant and equipment. Right-of-use assets are tested for impairment
whenever there is an indication that their carrying value may not be recoverable. Impairment loss, if any is recognized
in the statement of profit and loss account.
The lease liability is measured at amortized cost, at the present value of the future lease payments. The lease
payments are discounted using the interest rate implicit in the lease arrangement or, if not readily determinable,
at the incremental borrowing rate in the country of domicile of such leases. Lease liabilities are remeasured with
corresponding adjustments to right-of-use assets to reflect any reassessment or lease modifications.
Leases for which the OFSS group is a lessor is classified as finance or operating lease. If the terms of the lease
arrangement transfers substantially all the risks and rewards of ownership to the lessee, such lease arrangement is
classified as finance lease. All other leases are classified as operating leases.
In case of sub-lease, the OFSS group recognizes investment in sub-lease separately in the financial statements. The
sub-lease is classified as a finance or operating lease by reference to the right-of-use asset arising from such lease
arrangement. For operating leases, rental income is recognized on a straight line basis over the term of the lease
arrangement.
Transition
The OFSS group has adopted Ind AS 116 ‘Leases’ with effect from April 1, 2019 using the modified retrospective
method. Cumulative effect of initially applying the standard has been recognized on the date of initial application and
hence the OFSS group has not restated comparative information. The OFSS group has recorded Lease liability at the
present value of the future lease payments discounted at the incremental borrowing rate and the right-of-use asset
at an amount equal to the lease liability, adjusted by the amount of prepaid or accrued lease payments relating to that
lease recognized in the balance sheet immediately before the date of initial application.
The OFSS group has selected practical expedient for the following:
a) Not recognizing right-of-use asset and lease liability for leases having a lease term of 12 months or less as
on date of initial application and leases of low-value assets. The OFSS group recognizes the lease payments
associated with such leases as an expense over the lease term.
b) Excluded the initial direct cost from the measurement of the right of use asset at the date of initial application.
c) Ind AS 116 is applied only to those contracts that were previously identified as leases under Ind AS 17.
Accordingly, the OFSS group has recognized Right-of-use asset of ₹ 1,605.51 million and a lease liability of ₹ 1,562.11
million in the financial statements on the date of initial application. There is no impact on the retained earnings. Due
to adoption of Ind AS 116, the nature of expenses have changed from rent in previous periods to depreciation cost
on right-of-use asset and finance cost for interest on lease liability. During the year ended March 31, 2020, the OFSS
group has recognized depreciation on right-of-use asset of ₹ 486.03 million along with interest on lease liability of
₹ 99.85 million. The effect of this standard is not significant on the profit for the period of the OFSS group. Further as
per Ind AS 116, the principal portion of lease payments and interest on lease liability has been disclosed under the
cash outflow from financing activities. Operating lease payments as per Ind AS 17 - Leases were disclosed under the
cash outflow from operating activities.
The weighted average incremental borrowing rate applied to lease liabilities recognized in the balance sheet at the
date of initial application is 7.29%.
The difference between the future minimum lease commitments under Ind AS 17 - Leases reported as of
March 31, 2019 and the value of lease liability recorded as on April 1, 2019 on adoption of Ind AS 116 - Leases is
primarily on account of discounting of the lease liability to its present value in accordance with Ind AS 116 and the
exclusion of commitments for leases to which the OFSS group has chosen to apply the practical expedient as per the
standard.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model. The cost is recognized in employee benefits expense, together with a corresponding
The consolidated statement of profit and loss expense or credit recognized in employee benefit expense represents
the movement in cumulative expense recognized as at the beginning and end of the year.
Oracle Corporation, the ultimate holding company of Oracle Financial Services Software Limited has extended its
Stock Option program (ESOP) to selected employees of OFSS’s subsidiaries and branches, who are working outside
India. The cost of equity-settled transactions is also determined by the fair value at the date when the grant is made
using an appropriate valuation model. The cost is recognized in employee benefit expenses over the period in which
the performance and/or service conditions are fulfilled with a corresponding impact under statement of changes in
equity as Contribution from Ultimate Holding Company. Oracle Corporation has also extended its Employee Stock
Purchase Plan (ESPP) to employees of OFSS group. Under the plan, the employees are eligible to purchase the
shares of Oracle Corporation at discounted price. The discount amount on the shares purchased during the year by
employees is treated as Contribution from ultimate holding company.
(n) Provisions
Provisions are recognized when the OFSS group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented
in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognized as a finance cost.
Certain eligible employees of the OFSS group on Indian payroll are entitled to superannuation, a defined contribution
plan. The OFSS group makes monthly contributions until retirement or resignation of the employee which are
recognized as an expense when incurred. The OFSS group has no further obligations beyond its monthly contributions,
the corpus of which is invested with the Life Insurance Corporation of India.
Compensated absences which are expected to occur within twelve months after the end of the period in which
employee renders the related services are recognized as undiscounted liability at the balance sheet date. The expected
cost of compensated absences which are not expected to occur within twelve months after the end of the period in
which employee renders related services are recognized at the present value based on actuarial valuation performed
by an independent actuary at each balance sheet date using projected unit credit method.
The OFSS group operates a defined benefit gratuity plan in India, which requires contributions to be made to a fund
administered and managed by the LIC to fund the gratuity liability. Under this scheme, the obligation to pay gratuity
remains with the OFSS group, although LIC administers the scheme.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included
in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net
interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding
debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified
to profit or loss in subsequent periods.
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Past service costs are recognized in profit or loss on the earlier of:
- The date that the OFSS group recognizes related restructuring costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The OFSS group
recognizes the following changes in the net defined benefit obligation as an expense in the consolidated statement
of profit and loss:
- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-
routine settlements; and
Own equity instruments (treasury shares) are recognized at cost and deducted from equity. Gain or loss is recognized
in Other Equity on the sale of the Company’s own equity instruments.
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Note 4: Right-of-use asset
Year ended March 31, 2020 (Amounts in ₹ million)
Particulars Gross carrying value Depreciation Net
carrying
value
As at Adjustment Additions Sale/ Translation As at As at For the Sale/ Translation As at As at
April 01, on adoption deletions gain (loss) March 31, April 01, year deletions (gain) loss March 31, March 31,
2019 of Ind AS 2020 2019 2020 2020
116 'Leases'
Right-of-use asset − 1,605.51 8.26 29.50 45.43 1,629.70 − 486.03 5.97 15.24 495.30 1,134.40
The fair value of the investment property as at March 31, 2020 and March 31, 2019 is based on valuations performed by Rakesh Narula & Co; an accredited independent valuer.
Rakesh Narula & Co. is one of the senior most and reputed valuer in the field of asset valuation. Rakesh Narula & Co. has been carrying out valuation as per the International norms
and Standards. The fair value of the above investment property as at March 31, 2020 and March 31, 2019 is ₹ 204.30 million and ₹ 245.00 million respectively.
The direct operating expenses incurred in relation to investment property are ₹ 4.13 million for the financial year ended March 31, 2020 as well as March 31, 2019. These
expenses are included in repairs and maintenance under note 22: Other operating expenses.
The OFSS group has no restrictions on the realizability of its investment properties and has no contractual obligations to purchase, construct or develop investment properties or
for repairs, maintenance and enhancements. Fair value hierarchy disclosures for investment properties have been provided in note 37 on fair value measurement.
Description of valuation techniques used and key inputs to valuation on investment properties (Amounts in ₹)
Investment property Valuation technique Significant unobservable inputs Range (weighted average)
March 31, 2020 March 31, 2019
Freehold land Market approach Estimated market rate per sq. mt. of freehold land ₹ 17,045 to ₹ 15,909 to
₹ 23,333 ₹ 23,620
(Sale Comparison Method) Negotiation, location and physical adjustments -20% to 0% -15% to 0%
Final adjusted price per sq. mt. ₹ 15,238 to ₹ 15,909 to
₹ 18,667 ₹ 17,007
The fair market value of the portion of land is computed using the market approach (Sale Comparison Method). The prevalent market rates of comparable property in the vicinity
are considered to estimate the market value of the investment property. To estimate the market rate of land, a local enquiry as well as a market survey has been conducted with
property dealers, brokers, owners of similar property in the surrounding areas and the rates from Joint Sub-Registrars' Office for actual transactions and the ready reckoner rates
have also been considered. Weightages to additional factors like shape, size, location, frontage, access to main road and the demand and supply of similar properties have been
considered while computing the market value of the investment property.
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Note 6: Goodwill
Year ended March 31, 2020 (Amounts in ₹ million)
Particulars Gross carrying value Amortization and impairment losses Net
carrying
value
As at Additions Sale/ Translation As at As at For the Sale/ Translation As at As at
April 01, deletions gain (loss) March 31, April 01, Year deletions (gain) loss March 31, March 31,
2019 2020 2019 2020 2020
Current
Derivative instruments at fair value through profit or loss
Derivatives not designated as hedges
Foreign exchange forward contract, net** − 20.37
− 20.37
Other financial assets measured at amortized cost
Unbilled revenue 2,158.37 3,061.03
Deposits for premises and others 144.99 49.44
Other receivables and advances 162.52 226.22
Investment in sublease of right-of-use asset 35.71 −
2,501.59 3,336.69
2,501.59 3,357.06
*The OFSS group had made an investment of ₹ 45.00 million and the same has been fair valued as at the balance sheet date.
**The OFSS group entered into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of Trade
receivable, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
Trade receivables [Refer note 8] 9,253.66 9,474.76
Cash and bank balances [Refer note 9] 44,968.11 28,279.62
Deposits for premises and others 741.21 699.24
Tax deducted at source paid under protest 809.22 −
Investment in sublease of right-of-use asset 77.36 −
Unbilled revenue 2,158.37 3,061.03
Other receivables and advances 162.52 226.22
58,170.45 41,740.87
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Note 8: Trade receivables
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
Secured, considered good − −
Unsecured, considered good 9,587.42 9,795.68
Credit impaired 26.73 128.10
9,614.15 9,923.78
Impairment allowance
Unsecured, considered good (333.76) (320.92)
Credit impaired (26.73) (128.10)
(360.49) (449.02)
9,253.66 9,474.76
No trade receivables are due from directors or other key managerial personnel of the Company either severally or
jointly with any other person. Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
(a) The Company has only one class of equity shares having a par value of ₹ 5 per share. Each holder of equity
shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares
will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The
distribution will be in proportion to the number of equity shares held by the shareholders.
(b) Details of shareholders holding more than 5% equity shares in the Company
Name and relationship of shareholder: March 31, 2020 March 31, 2019
Oracle Global (Mauritius) Limited, holding company
Number of equity shares 63,051,197 63,051,197
% of equity shares 73.42% 73.53%
As per records of the Company, including its register of shareholders/ members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of equity shares.
(c) Reconciliation of equity shares outstanding at the beginning and at the end of the year
(d) Refer note 30 (b) for details of shares reserved for issue under the employee stock option plan (ESOP) of the
Company.
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Share application money pending allotment
Share application money pending allotment represents the amount received on exercise of stock options by the
eligible employees under the prevailing ESOP schemes of the Company, on which allotment is yet to be made.
Share application money pending allotment for the year ended March 31, 2020 represents the money received from
employees of the Company towards exercise of 81 OFSS Stock Units (“OSUs”) at the exercise price of ₹ 5 under Oracle
Financial Services Software Limited Stock Plan 2014 (“OFSS Stock Plan 2014”). Each stock option and OSU is entitled
for one equity share of ₹ 5 each of the Company.
Share application money pending allotment for the year ended March 31, 2019 represents the money received from
employees of the Company towards exercise of 250 stock options at the exercise price of ₹ 1,930 under Employee
Stock Option Plan 2011 Scheme (“Scheme 2011”) and 299 OFSS Stock Units (“OSUs”) at the exercise price of ₹ 5
under Oracle Financial Services Software Limited Stock Plan 2014 (“OFSS Stock Plan 2014”). Each stock option and
OSU is entitled for one equity share of ₹ 5 each of the Company.
Securities premium
Securities premium represents amount received in excess of face value on issue of shares by the Company. It also
includes transfer of stock compensation related to options exercised from employee stock options outstanding
(other equity). The securities premium will be utilized in accordance with the provisions of the Act.
General reserve
General reserve represents the amount of profits appropriated by the Company.
Selected employees of the OFSS group also receive remuneration in the form of share-based payments under stock
option program of the Company. Employee stock options outstanding represents the fair value of equity-settled
transactions, calculated at the date when the grant is made using an appropriate valuation model and recognized over
the period in which the performance and/or service conditions are fulfilled.
Oracle Corporation, the Ultimate Holding Company of Oracle Financial Services Software Limited has extended
its stock option program to selected employees of OFSS’s overseas subsidiaries and branches. Contribution from
Ultimate Holding Company represents the fair value of equity-settled transactions; calculated at the date when
the grant is made using an appropriate valuation model and recognized over the period in which the performance
and/or service conditions are fulfilled.
Oracle Corporation has also extended its Employee Stock Purchase Plan (ESPP) to employees of OFSS group. Under
the plan, the employees are eligible to purchase the shares of Oracle Corporation at discounted price. The discount
amount on the shares purchased during the year by employees is treated as Contribution from Ultimate Holding
Company.
Company's own equity instruments (treasury shares) are recognized at cost and deducted from equity. Gain or loss
on the sale of the Company’s own equity instruments is recognized in Other Equity.
Retained earnings
Retained earnings represents the undistributed earnings, net of amounts transferred to general reserve; if any.
Note: The Board of Directors have declared an interim dividend on May 8, 2020 of ₹ 180 per equity share for the
year ended March 31, 2020. This would result in a cash outflow of approximately ₹ 15,458.97 million.
Other comprehensive income represents the exchange differences arising on translation of foreign subsidiaries and
branches for consolidation and the remeasurements of the defined benefit gratuity plan; comprising of actuarial gains
and losses on its net liabilities / assets.
Dues to micro and small enterprises - As per Micro, Small and Medium Enterprises Development Act, 2006
('MSMED' Act)
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
- Principal amount remaining unpaid to any supplier as at the end of the 2.65 3.17
year
- Amount of interest due remaining unpaid to any supplier as at the end − −
of the year
- Amount of interest paid under MSMED Act, 2006 along with the − −
amounts of the payment made to the supplier beyond the appointed
day during the year
- Amount of interest due and payable for the period of delay in making − −
payment (where the principal has been paid but interest under the
MSMED Act, 2006 not paid)
- Amount of interest accrued and remaining unpaid at the end of year − −
- Amount of further interest remaining due and payable even in the − −
succeeding year
2.65 3.17
**The OFSS group entered into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of Trade
receivable, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
***There is no amount due and outstanding as at balance sheet date to be credited to the Investor Education and Protection Fund.
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Terms and conditions of financial liabilities:
- Trade payables are non-interest bearing and are normally settled on 30-day terms
Deferred tax charge for the year ended March 31, 2020 and March 31, 2019 relates to origination and reversal
of temporary differences.
The Company has exercised the option permitted under Section 115BAA of the Indian Income Tax Act, 1961
as introduced by The Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized
provision for income tax and remeasured its deferred tax asset at the rate prescribed in the said section. Impact
of this change has been recognized in the consolidated statement of profit and loss account for the year ended
March 31, 2020.
*The tax expense for year ended March 31, 2020 includes reversal of tax expense of ₹ 354.21 million which was
recognized in the previous year, resulting from the remeasurement of the tax liability pursuant to changes in the
US tax legislations during the current year.
(c) The tax effect of significant temporary differences that resulted in net deferred tax asset are as follows:
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
Deferred tax assets
Difference between book and tax depreciation 110.23 114.89
Provision for compensated absence 252.08 289.18
Provision for gratuity 310.14 382.90
Impairment loss on financial assets 89.67 172.21
Net operating loss 72.07 87.96
Tax on undistributed profits ‒ (542.92)
Other timing differences 179.49 112.81
1,013.68 617.03
Deferred tax liability
Difference between book and tax depreciation ‒ ‒
Tax on undistributed profits (1,975.56) (28.17)
Other timing differences ‒ (1.63)
(1,975.56) (29.80)
Net deferred tax (liability) asset (961.88) 587.23
The deferred tax charge of the OFSS group for year ended March 31, 2020 is ₹ 1,585.39 million. OFSS group
recognises deferred tax liability on the undistributed profits of subsidiaries by assessment of the undistributed
profits which are expected to be distributed in the foreseeable future for each subsidiary as at every year
end. During the year ended March 31, 2020, the OFSS group has reassessed its estimate of the quantum of
undistributed profits of all the subsidiaries and based on its reassessment has recorded deferred tax expense
of ₹ 1,432.62 million, including ₹ 1,252.33 million pertaining to earlier years. This deferred tax charge of
₹ 1,432.62 million, forms part of the deferred tax charge year ended March 31, 2020 of OFSS group as
mentioned hereinabove.
101
Deferred tax asset and deferred tax liabilities have been offset wherever the OFSS group has a legally enforceable
right to set off current tax assets against current tax liabilities and where the deferred tax assets and deferred
tax liabilities relate to income taxes levied by the same taxation authority. The unused tax losses having various
expiry dates for which no deferred tax asset is recognized in the balance sheet amounts to ₹ 2,012.81 million
(March 31, 2019 - ₹ 1,320.99 million).
Upon adoption of the Appendix C on “Uncertainty over Income-tax Treatments” of Ind AS 12, Income Taxes, the
OFSS group has reassessed during the year ended March 31, 2020 its estimate of uncertain income-tax position.
Based on its reassessment, during the year ended March 31, 2020, the OFSS group has recorded net tax expense
of ₹ 485.13 million, including charge of ₹ 284.51 million pertaining to earlier years. Consequent to the tax expense,
during the year ended March 31, 2020, the OFSS group has recognized the related interest expense of ₹ 373.80
million, including ₹ 269.75 million pertaining to earlier years, which has been disclosed as part of finance cost.
Further, the OFSS group in the year ended March 31, 2020, has reversed income tax provisions pertaining to
earlier years of ₹ 720.27 million arising out of adjudication of certain disputed matters in favour of the OFSS
group and its reassessment of existing income tax position.
The current tax expense of the OFSS group for the year ended March 31, 2020 of ₹ 6,315.25 million includes
the income tax expense of ₹ 485.13 million for the year ended March 31, 2020 and reversals of income tax
provisions of ₹ 720.27 million for the year ended March 31, 2020 arising on account of reassessment as
mentioned above, thereby having a resultant impact of net tax credit of ₹ 235.14 million in the year ended
March 31, 2020.
103
Note 23: Net equity dividend remitted in foreign exchange
Year ended Year ended
March 31, 2020 March 31, 2019
Year of remittance (ending on) − March 31, 2019
Period to which it relates − March 31, 2018
Number of non resident shareholders − 1
Number of equity shares on which dividend was due − 63,051,197
Amount remitted (in US$ million) − 114.05
Amount remitted (in ₹ million) − 8,196.66
Note 24: Reconciliation of basic and diluted shares used in computing earnings per share
(Number of equity shares)
Year ended Year ended
March 31, 2020 March 31, 2019
Weighted average shares outstanding for basic earnings per share 85,823,066 85,582,423
Add: Effect of dilutive stock options 362,046 436,875
Weighted average shares outstanding for diluted earnings per share 86,185,112 86,019,298
The table below presents disaggregated revenues from contracts with customers by geography, streams and
type of contract for each of our business segments.
(b) During the year ended March 31, 2020, the OFSS group recognized revenue of ₹ 4,240.69 million from opening
deferred revenue as of April 1, 2019. During the year ended March 31, 2019, the OFSS group recognized
revenue of ₹ 4,001.28 million from opening deferred revenue as of April 1, 2018.
(c) During the year ended March 31, 2020, the OFSS group has recognized revenue of ₹ 67.20 million from
performance obligations satisfied prior to April 1, 2019. During the year ended March 31, 2019, the OFSS group
recognized revenue of ₹ 732.10 million from performance obligations satisfied prior to April 1, 2018.
(d) Change in contract assets and contract liabilities are on account of transactions undertaken in the normal
course of business. In accordance with Ind AS 115, unbilled revenue of ₹ 1,698.08 million as at March 31, 2020
(March 31, 2019 - ₹ 1,368.51 million) has been classified as other current asset.
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Revenue as per contracted price 48,692.81 49,744.03
Reduction towards discounts (80.05) (155.00)
Revenue from operations 48,612.76 49,589.03
The OFSS group has applied the practical expedient as provided in Ind AS 115 and excluded the disclosure
relating to remaining performance obligation for
ii. contracts where the revenue recognized corresponds directly with the value to the customer of the entity’s
performance completed to date. Typically this involves those contracts where invoicing is on time and
material basis.
Remaining performance obligation estimates are subject to change and are affected by several factors such as
terminations, changes in the scope of contracts, periodic revalidations of estimates and other macro economic factors.
The aggregate amount of transaction price allocated to the performance obligations that are unsatisfied
(or partially unsatisfied) as at March 31, 2020, after considering the practical expedient mentioned above is
₹ 13,415.02 million (March 31, 2019 - ₹ 12,780.21 million), out of which 69% (March 31, 2019 - 67%) is
expected to be recognized as revenue within the next one year and the balance thereafter.
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(g) Asset recognized from the costs to obtain a contract
The OFSS group recognizes incremental costs of obtaining a contract with customers as an asset and disclose
them under "Other assets" as Deferred contract costs in the Consolidated financial statements. Incremental costs
of obtaining contracts are those costs that the OFSS group incurs to obtain a contract with the customer that
would not have been incurred if the contract had not been obtained. Such deferred contract costs assets are
amortized over the benefit period.
The OFSS group has amortized deferred contract cost of ₹ 58.37 million for the year ended March 31, 2020
(March 31, 2019 - ₹ 63.12 million) and has closing balance of deferred contract cost asset of ₹ 113.34 million
as at March 31, 2020 (March 31, 2019 - ₹ 110.01 million).
(h) Effective April 1, 2018, the OFSS group had adopted Ind AS 115 “Revenue from Contracts with Customers”
retrospectively with the cumulative effect recognized at the date of initial application. The cumulative effect of
applying Ind AS 115 primarily related to capitalization of incremental cost associated with contracts and has
been adjusted to the opening balance of retained earnings resulting in an increase of ₹ 26.26 million, net of tax.
Note 26: Estimation of uncertainties relating to the global health pandemic from COVID-19
The OFSS group has considered the possible effects that may result from the pandemic relating to COVID-19 on the
carrying value of Trade receivables, Unbilled receivables, Contract assets and Goodwill, which are not significant to
the Consolidated financial statements for the year ended March 31, 2020. In assessing the recoverability of these
assets, the OFSS group has used internal and external sources of information up to the date of approval of these
Consolidated financial statements, and based on current estimates, expects the net carrying amount of these assets
will be recovered. The impact on account of COVID-19 on the OFSS group’s financial statements may differ from
that estimated as at the date of approval of these consolidated financial statements. The OFSS group will continue to
monitor any material impact due to changes in future economic conditions.
The key assumptions and estimate at the reporting date that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities are described below. These assumptions and estimates are based
on available parameters as on the date of preparation of financial statements. These assumptions and estimates,
however, may change due to market changes or circumstances arising that are beyond the control of the OFSS group.
i) Leases
The OFSS group has entered into commercial property leases for its offices. Further, the OFSS group has also
adopted Ind AS 116 ‘Leases’ with effect from April 1, 2019 using the modified retrospective method.
The OFSS group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116.
Identification of a lease requires significant judgment. The OFSS group uses significant judgement in assessing
the lease term and the applicable discount rate. The OFSS group has lease contracts which include extension
and termination option and this requires exercise of judgement by The OFSS group in evaluating whether it is
reasonably certain whether or not to exercise the option to renew or terminate the lease. The discount rate is
generally based on the incremental borrowing rate specific to the lease period.
As per the Ind AS, the OFSS group is required to disclose the fair value of the investment property. Accordingly,
the Company has engaged an independent valuation specialist to assess the fair values of investment property
as at March 31, 2020 and March 31, 2019. The investment property was valued by reference to market-based
evidence, using comparable prices adjusted for specific market factors such as nature, location and condition
of the investment property. The key assumptions used to determine fair value of the investment property and
sensitivity analysis are provided in note 5.
The Company had formed a Trust with name i-flex Employee Stock Option Trust (‘The Trust’) in the year 1998. The
main object was to provide benefit to the employees through stock purchase scheme. The Trust was holding equity
shares of the Company which have been sold during the year. The Trust funds would now be utilized for the benefit
of the employees. However, as per the Trust deed, the Company may use its controlling power on certain activities
of the Trust. Accordingly, the financial of the Trust are consolidated with the financials of the OFSS group.
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal
calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar
assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation
is based on a DCF model. The cash flows are derived from the projections for the next five years and do not
include restructuring activities that the OFSS group is not yet committed to or significant future investments
that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the
discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used
for extrapolation purposes. These estimates are most relevant to goodwill recognized by the OFSS group. The
key assumptions used to determine the recoverable amount for the different CGUs, are disclosed and further
explained in Note 32.
The Company measures share-based payments and transactions at fair value and recognizes over the vesting
period using Black Scholes valuation model. Estimating fair value for share-based payment transactions requires
determination of the most appropriate valuation model, which is dependent on the terms and conditions of the
grant. This estimate also requires determination of the most appropriate inputs to the valuation model including
the expected life of the share option, volatility and dividend yield and making assumptions about them. The
assumptions and model used for estimating fair value for share-based payment transactions are disclosed in
note 30(b).
vi) Taxes
Income tax expense comprises current tax expense and the net changes in the deferred tax asset or liability
during the year. Significant judgements are involved in determining the provision for income taxes, including
amount expected to be paid/recovered for uncertain tax positions, including disclosures thereof. Also refer Note
2.3 (f), Note 16 and Note 39.
Deferred tax liability is recognized on the undistributed profits of subsidiaries where it is expected that the
earnings of the subsidiary will be distributed in foreseeable future. Deferred tax asset is recognized for unused
tax losses to the extent that it is probable that taxable profit will be available against which the losses can be
utilized. Significant management judgement is required to determine the amount of deferred tax that can be
recognized, based upon the likely timing and the level of future taxable profits together with future tax planning
strategies.
The cost of the defined benefit gratuity plan and other post-employment retirement benefits and the present
value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making
various assumptions that may differ from actual developments in the future. These include the determination of
the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date annually. The parameter most subject to change is the discount
rate. In determining the appropriate discount rate for plans operated in India, the management considers the
interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit
obligation. For plans operated outside India, the management considers the interest rates of high quality corporate
bonds in currencies consistent with the currencies of the post-employment benefit obligation with at least an
‘AA’ rating or above, as set by an internationally acknowledged rating agency, and extrapolated as needed along
the yield curve to correspond with the expected term of the defined benefit obligation. The underlying bonds
are further reviewed for quality. Those having excessive credit spreads are excluded from the analysis of bonds
on which the discount rate is based, on the basis that they do not represent high quality corporate bonds.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables
tend to change only at interval in response to demographic changes. Future salary increases is based on expected
future inflation rates for the respective countries. Further details about gratuity obligations are given in note 31.
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques including the
DCF model. The inputs to these models are taken from observable markets where possible, but where this is
not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of
inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the
reported fair value of financial instruments. See note 37 for further disclosures.
107
ix) Revenue Recognition
The OFSS group assesses the products / services promised in a contract and identifies distinct performance
obligations in the contract. Identification of distinct performance obligation involves judgement to determine
the deliverables. The OFSS group exercises judgement in determining whether the performance obligation is
satisfied at a point in time or over a period of time.
In determining the transaction price for the contract, judgement is required to assess if the consideration is
fixed or is considered variable and whether there is any constraint on such variable consideration such as
volume discounts, service level credits and price concessions. The OFSS group uses judgement to determine an
appropriate standalone selling price for each performance obligation and allocates the transaction price to each
performance obligation on the basis of the relative standalone selling price of each distinct product or service
promised in the contract except for sale of software licenses, where the OFSS group uses a residual approach for
estimating the standalone selling price of software license as the pricing is highly variable.
Contract fulfilment costs are generally expensed as incurred except for certain contract costs which meet the
criteria for capitalization. Such costs are amortized over the benefit period. The assessment of this criteria
requires the application of judgement.
(Amounts in ₹ million)
Particulars March 31, 2020 March 31, 2019
(a) Capital Commitments towards Property, Plant and Equipment
Contracts remaining to be executed on capital account not provided for 138.38 241.04
(net of advances)
(b) Contingent liabilities (refer note 39 for Tax litigations) 3.20 3.20
The changes in the carrying values of right-of-use asset for the year ended March 31, 2020 are given in note 4.
Set out below are the carrying amounts of lease labilities and the movement during the year ended March 31, 2020:
(Amounts in ₹ million)
Particulars
As at April 01, 2019 −
Adjustment on adoption of Ind AS 116 'Leases' 1,562.11
Modifications (4.60)
Interest on lease liability 99.85
Repayments (549.32)
Exchange impact 38.78
As at March 31, 2020 1,146.82
Current 465.32
Non-Current 681.50
Total 1,146.82
The maturity analysis of undiscounted lease liabilities as at March 31, 2020 are as follows:
(Amounts in ₹ million)
Particulars
Less than 1 year 533.00
1 to 5 years 772.98
More than 5 years 1.86
Total 1,307.84
The OFSS group had total cash outflows for leases of ₹ 449.47 million (excluding interest) for the year ended
March 31, 2020. The OFSS group does not have any non-cash additions to right-of-use assets and lease liabilities for the
year ended March 31, 2020. Further, there are no future cash outflows relating to leases that have not yet commenced.
Future income receivable from subleasing of right-of-use asset as at 31st March 2020 is as follows:
(Amounts in ₹ million)
Particulars
Not later than one year 39.17
Later than one year but not later than five years 44.76
Later than five years −
Total 83.93
Unearned finance income (6.57)
Investment in sublease of right-of-use asset 77.36
The minimum rental payments to be made in future in respect of leases to which the OFSS group has chosen to apply
the practical expedient as per the standard as of March 31, 2020 is as follows:
(Amounts in ₹ million)
Particulars
Less than 1 year 9.31
1 to 5 years 1.12
More than 5 years −
Total 10.43
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 Solution Trustee Company
Ltd. is the 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, the Trustee
Company had filed a petition in the Honorable 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 Honorable Bombay High Court dated August 1, 2016, the trust funds would be utilized for
the benefit of the employees. Accordingly during the financial year the trust has incurred an expenditure of ₹ 48.59
million (March 31, 2019 - ₹ 10.89 million) towards welfare of employees of the Company.
As at March 31, 2020, the Trust is not holding any equity shares (March 31, 2019 - 27,160 equity shares) of the
Company.
(b) Employee Stock Option Plan (“ESOP”)
The Members at their Annual General Meeting held on August 14, 2001 approved grant of ESOPs to the employees /
directors of the Company and its subsidiaries up to 7.5% of the issued and paid-up capital of the Company from time
to time. This said limit was enhanced and approved up to 12.5% of the issued and paid-up capital of the Company
from time to time, by the Members at their Annual General Meeting held on August 18, 2011. This extended limit is an
all inclusive limit applicable for stock options (“options”) granted in the past and in force and those that will be granted
by the Company under this authorization.
109
Pursuant to ESOP scheme approved by the shareholders of the Company on August 14, 2001, the Board of Directors,
on March 4, 2002 approved the Employees Stock Option Scheme (“Scheme 2002”) for issue of 4,753,600 options to
the employees and directors of the Company and its subsidiaries. According to the Scheme 2002, the Company has
granted 4,548,920 options prior to the IPO and 619,000 options at various dates after IPO (including the grants of
options out of options forfeited earlier). On August 25, 2010, the Board of Directors approved the Employees Stock
Option Plan 2010 Scheme (“Scheme 2010”) for issue of 618,000 options to the employees and directors of the
Company and its subsidiaries. According to the Scheme 2010, the Company has granted 638,000 options (including
the grants of options out of options forfeited earlier). As at March 31, 2020 there are no options outstanding under
ESOP Scheme 2002.
Pursuant to ESOP scheme approved by the shareholders of the Company in their meeting held on August 18, 2011,
the Board of Directors approved the Employees Stock Option Plan 2011 Scheme (“Scheme 2011”). Accordingly, the
Company has granted 1,950,500 options under the Scheme 2011. Nomination and Remuneration Committee in
their meeting held on August 7, 2014 approved Oracle Financial Services Software Limited Stock Plan 2014 (“OFSS
Stock Plan 2014”). Accordingly the Company granted 178,245 Stock Options and 854,453 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 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 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 exercise period of 10 years from the date of grant. The employee
pays the exercise price upon exercise of options / OSUs.
During the year ended March 31, 2020, the Company has granted 142,250 OSUs at an exercise price of ₹ 5
(March 31, 2019 - 12,450 stock options and 125,219 OSUs at an exercise price of ₹ 4,158 and ₹ 5 respectively)
under OFSS Stock Plan 2014.
The weighted average share price for the year over which stock options / OSUs were exercised was ₹ 3,001
(March 31, 2019 - ₹ 3,960).
The details of options / OSUs unvested and options / OSUs vested and exercisable as on March 31, 2020 are as follows:
Exercise Number of Weighted Weighted average
prices (₹) Options average remaining
exercise price contractual life
(₹) (Years)
Options / OSUs unvested 5 318,339 5 8.3
3,393 12,155 3,393 6.2
3,579 4,300 3,579 7.2
4,158 8,177 4,158 8.2
111
The details of options / OSUs unvested and options / OSUs vested and exercisable as on March 31, 2019 are as follows:
Stock Options / OSUs granted during the financial year ended March 31, 2020:
The weighted average fair value of stock options / OSUs granted during the year was ₹ 3,168 (March 31, 2019 -
₹ 3,868).
The Black Scholes valuation model has been used for computing the above weighted average fair value of Stock
Options / OSUs granted considering the following inputs:
The expected volatility was determined based on historical volatility data; historical volatility includes early years of the
Company’s life; the Company expects the volatility of its share price to reduce as it matures.
During the year ended March 31, 2020 and March 31, 2019, the OFSS group contributed following amounts to
defined contributions plans:
(Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Provident fund 390.78 349.32
Superannuation fund 114.15 114.65
504.93 463.97
The amounts recognized in the statement of profit and loss are as follows:
(Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Current service cost 139.86 136.08
Interest cost, net 78.06 72.90
Total included in employee benefit expenses 217.92 208.98
113
Changes in present value of defined benefit obligation representing reconciliation of opening and closing balances
thereof are as follows:
(Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Defined benefit obligation at beginning of the year 1,132.19 1,051.75
Current service cost 139.86 136.08
Interest cost 78.10 73.23
Effect of exchange rate changes 17.73 −
Benefits paid (120.57) (80.04)
Re-measurement
Due to change in demographic assumptions 5.99 (4.06)
Due to change in financials assumptions 108.81 (6.95)
Due to change in experience adjustments (18.44) (37.82)
Defined benefit obligation at end of the year 1,343.67 1,132.19
Changes in the fair value of plan assets representing reconciliation of opening and closing balances thereof are as
follows:
(Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Fair value of plan assets at beginning of the year 1.38 5.16
Interest income 0.04 0.33
(Return) on plan assets (excl. Interest income) (0.08) (2.32)
Contributions by employer 104.50 66.67
Benefits paid (102.86) (68.46)
Fair value of plan assets at end of the year 2.98 1.38
The assumptions used in accounting for the gratuity plan are set out as below:
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Discount rate 3.05% - 7.80% 3.90% - 7.80%
Expected returns on plan assets 6.70% 7.80%
Salary escalation rate 2.00% - 8.00% 2.00% - 8.00%
Weighted average duration 8 years - 14 years 8 years - 15 years
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotions
and other relevant factors such as supply and demand in the employment market.
The OFSS group evaluates these assumptions annually based on its long-term plans of growth and industry
standards. The discount rates are based on current market yields on government bonds consistent with the currency
and estimated term of the post employment benefits obligations. Plan assets are administered by LIC. The expected
rate of return on plan assets is based on the expected average long term rate of return on investments of the fund
during the terms of the obligation.
The OFSS group’s contribution to the fund for the year ending March 31, 2021 is expected to be ₹ 122.92 million
(March 31, 2020 - ₹ 113.25 million).
The OFSS group performed its annual impairment test for years ended March 31, 2020 and March 31, 2019 on
respective balance sheet date. The recoverable amount of above CGUs exceeded their carrying amounts.
Products CGU
The recoverable amount of the Products CGU as at March 31, 2020 is determined based on a value in use calculation
using projections covering a five-year period. The growth rate used to extrapolate the cash flows of the unit beyond
the five-year period is 1% (March 31, 2019 - 1%). This growth rate is in line with the industry average growth rate. The
pre-tax discount rate applied to the cash flow projections for impairment testing during the current year is 20.26%
(March 31, 2019 - 25.31%). The management did not identify impairment for this CGU.
The calculation of value in use for Products CGU is most sensitive to the following assumptions:
- Operating margins
- Discount rates
- Growth rates used to extrapolate cash flows beyond the forecast period
Operating margins - Operating margins are based on average values achieved in the current financial year.
Discount rates - Discount rates represent the current market assessment of the risks specific to each CGU, taking into
consideration the time value of money and individual risks of the underlying assets that have not been incorporated
in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and
its operating segments and is derived from its weighted average cost of capital (WACC). Segment-specific risk is
incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available
market data. Adjustments to the discount rate are made to factor in the specific amount and timing of the future tax
flows in order to reflect a pre-tax discount rate.
Growth rate estimates - Rates are in line with the industry average growth rate.
115
Note 33: Financial risk management objectives and policies
The OFSS group activities expose it to market risks, liquidity risk and credit risks. The management oversees these
risks and is aided by the Risk Management Committee whose scope is to formulate the risk management policy, which
will identify elements of risk, if any which may affect the OFSS group.
Foreign currency risk is the risk that the fair value or future cash flows of monetary items will fluctuate because of
changes in foreign exchange rates. This may have potential impact on the statement of profit and loss and other
components of equity, where monetary items are denominated in a foreign currency which are different from
functional currency in which they are measured. As of balance sheet date, the OFSS group’s net foreign currency
exposure expressed in INR that is not hedged is ₹ 4,038.53 million (March 31, 2019 - ₹ 4,902.80 million).
Following are the carrying amounts of foreign currency denominated monetary items (net) of OFSS group where it
has significant exposure as at the balance sheet date:
(Amounts in ₹ million)
Currency March 31, 2020 March 31, 2019
USD 4,802.77 2,261.08
CNY 65.75 1,071.42
GBP (627.72) 1,050.25
EUR (122.76) (166.63)
AUD 104.74 340.65
The OFSS group manages its foreign currency risk by hedging the receivables in the major currencies (USD, EUR,
AUD, GBP and JPY) using hedging instrument as forward contracts. The period of the forward contracts is determined
by the expected collection period for invoices which currently ranges between 30 to 120 days.
The table below demonstrates sensitivity impact on OFSS group’s profit after tax and total equity due to change in
foreign exchange rates of currencies where it has significant exposure:
(Amounts in ₹ million)
Currency March 31, 2020 March 31, 2019
+1% -1% +1% -1%
USD 49.43 (49.43) 28.21 (28.21)
CNY 0.33 (0.33) 7.05 (7.05)
GBP 5.51 (5.51) 12.52 (12.52)
EUR (13.56) 13.56 (16.26) 16.26
AUD 2.83 (2.83) 2.90 (2.90)
The above sensitivity impact gain (loss) is due to every percentage point appreciation or depreciation in the exchange
rate of respective currencies, with all other variables held constant. Sensitivity impact is computed based on change
in value of monetary assets and liabilities denominated in above respective currency, where the functional currency of
the entity is a currency other than above respective currency and entities with functional currency as above respective
currency where transactions are in foreign currencies. The OFSS group’s exposure to foreign currency changes for all
other currencies is not material.
(Amounts in ₹ million)
Particulars Less than 1 year More than 1 year Total
As at March 31, 2020
Lease liability 465.32 681.50 1,146.82
Trade payable 354.92 − 354.92
Accrued compensation to employees 805.75 45.55 851.30
Accrued Expenses 1,130.40 − 1,130.40
Capital creditors 35.82 − 35.82
Advance from customers 80.34 − 80.34
Unpaid dividends 80.55 − 80.55
Foreign exchange forward contract, net 62.44 − 62.44
3,015.54 727.05 3,742.59
(Amounts in ₹ million)
Particulars Less than 1 year More than 1 year Total
As at March 31, 2019
Trade payable 567.65 − 567.65
Accrued compensation to employees 1,102.85 32.38 1,135.23
Accrued Expenses 1,286.29 − 1,286.29
Capital creditors 144.70 − 144.70
Advance from customers 73.00 − 73.00
Unpaid dividends 116.63 − 116.63
Foreign exchange forward contract, net − − −
3,291.12 32.38 3,323.50
The OFSS group has sufficient funds in cash and cash equivalent and other bank balances to meet obligations towards
financial liabilities.
Customer credit risk is managed in line with the established policy, procedures and control relating to customer credit
risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual
credit limits are defined in accordance with this assessment.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a
large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.
The calculation is based on regional historical data. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of financial assets disclosed in note 8.
Credit risk from balances with banks is managed by the OFSS group’s treasury department in accordance with the
OFSS group’s policy. Investments of surplus funds are made only with existing Bankers and within credit limits assigned
to each banker.
OFSS group follows a conservative philosophy and aims to invest surplus funds mainly in India and only in time
deposits with well-known and highly rated banks. The duration of such time deposits will not exceed 364 days. The
OFSS group, on quarterly basis, monitors the credit ratings and total deposit balances of each of its bankers. Further
limits are set to minimize the concentration of risks and therefore mitigate financial loss of any potential failure to repay
deposits.
117
Note 34: Capital management
For the purpose of the OFSS group’s capital management, capital includes issued equity share capital, share premium
and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the
OFSS group’s capital management is to maximize the equity shareholder value.
The OFSS group manages its capital structure and makes adjustments in light of changes in economic conditions and
other financial requirements.
As at March 31, 2020 the Company has following outstanding derivative instrument:
(Amounts in million)
Particulars March 31, 2020 March 31, 2019
Forward contracts - Sell in US Dollar USD 37.76 USD 37.76
Forward contracts - Sell in AU Dollar AUD 6.30 AUD 3.87
Forward contracts - Sell in Euro EUR 5.80 EUR 1.75
Forward contracts - Sell in JPY JPY 339.00 JPY 287.00
Forward contracts - Sell in GBP GBP 0.70 −
119
March 31, 2019 (Amounts in ₹ million)
Name of the Entity Net Assets % Share in Profit % Share in other % Share in total %
or (loss) comprehensive comprehensive
income income
Parent
Oracle Financial Services Software Limited 38,803.74 79% 12,824.70 93% 25.83 11% 12,850.53 91%
Subsidiaries
Indian
Oracle (OFSS) Processing Services Limited 290.78 1% 73.66 1% 0.28 0% 73.94 1%
Oracle (OFSS) BPO Services Limited 108.23 0% (116.91) (1%) 6.22 3% (110.69) (1%)
Fair value measurement hierarchy for assets and liabilities as at March 31, 2020:
(Amounts in ₹ million)
Fair value measurement using
Date of Total Quoted prices Significant Significant
valuation in active observable unobservable
markets inputs inputs
(Level 1) (Level 2) (Level 3)
Assets for which fair values are disclosed:
Investment property [Refer note 5] March 31, 2020 204.30 − 204.30 −
Liabilities measured at fair value:
Foreign exchange forward contract, net March 31, 2020 62.44 − 62.44 −
[Refer note 13]
Fair value measurement hierarchy for assets and liabilities as at March 31, 2019:
(Amounts in ₹ million)
Fair value measurement using
Date of Total Quoted prices Significant Significant
valuation in active observable unobservable
markets inputs inputs
(Level 1) (Level 2) (Level 3)
Assets for which fair values are disclosed:
Investment property [Refer note 5] March 31, 2019 245.00 − 245.00 −
Liabilities measured at fair value:
Foreign exchange forward contract, net March 31, 2019 20.37 − 20.37 −
[Refer note 13]
The following methods and assumptions are used to estimate the fair values:
The OFSS group enters into derivative financial instruments with various banks. Foreign exchange forward contracts
are valued using valuation techniques, which employs the use of market observable inputs. The most frequently
applied valuation techniques include forward pricing using present value calculations. The models incorporate various
inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the
respective currencies, currency basis spreads between the respective currencies.
There have been no transfers between Level 1 and Level 2 during the periods March 31, 2020 and March 31, 2019.
121
Note 38: Names of Related Parties and description of relationship
(ii) Related parties with whom transactions have taken place during the year
Fellow Subsidiaries Oracle America, Inc.
Oracle Austria GmbH
Oracle Belgium B.V.B.A/SPRL.
Oracle Bilgisayar Sistemleri Limited Sirketi
Oracle Canada ULC
Oracle Caribbean, Inc.
Oracle (China) Software Systems Company Limited
Oracle Colombia Limitada
Oracle Consulting Kazakhstan LLP
Oracle Corporation (Thailand) Company Limited
Oracle Corporation Australia Pty. Limited
Oracle Corporation Japan
Oracle Corporation Malaysia Sdn. Bhd.
Oracle Corporation Singapore Pte. Ltd.
Oracle Corporation (South Africa)(Pty) Limited
Oracle Corporation UK Limited
Oracle Czech s.r.o.
Oracle Danmark ApS
Oracle de Centroamerica, S.A.
Oracle de Mexico, S.A. de C.V.
Oracle Deutschland B.V & Co. KG
Oracle de Venezuela, C.A.
Oracle Do Brasil Sistemas Limitada
Oracle East Central Europe Limited
Oracle East Central Europe Services B.V.
Oracle Egypt Limited
Oracle EMEA Limited
Oracle France, S.A.S.
Oracle Hardware ZAO
Oracle Hrvatska d.o.o.
Oracle Hellas, S.A.
Oracle Iberica, S.R.L.
Oracle Hungary Kft.
Oracle Italia S.r.l.
Oracle India Private Limited
Oracle Korea, Ltd.
Oracle Luxembourg S.a.r.l.
Oracle Nederland B.V.
Oracle New Zealand
Oracle Norge AS
Oracle (Philippines) Corporation
(iii) Key Managerial Personnel ('KMP') Chaitanya Kamat - Managing Director and Chief Executive Officer
Makarand Padalkar - Whole-time Director and Chief Financial Officer
(Whole-time Director from May 9, 2019)
Onkarnath Banerjee - Company Secretary & Compliance Officer
123
Transactions and balances outstanding with these parties are described below:
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Revenue
Fellow subsidiaries
Oracle America, Inc. 3,297.36 3,871.40 586.45 1,004.65
Oracle Austria GmbH 23.73 19.41 5.39 4.37
Oracle Belgium B.V.B.A/SPRL. 18.26 58.39 7.11 8.84
Oracle Bilgisayar Sistemleri Limited Sirketi 4.23 4.97 − −
Oracle Canada ULC 951.65 982.39 143.83 165.40
Oracle Caribbean, Inc. 212.04 164.30 34.53 16.93
Oracle (China) Software Systems Company 36.59 30.63 2.40 3.32
Limited
Oracle Colombia Limitada 174.43 225.69 31.76 1.92
Oracle Consulting Kazakhstan LLP 1.30 1.32 − −
Oracle Corporation Japan 2,606.99 2,451.16 588.00 681.23
Oracle Corporation (South Africa)(Pty) 539.98 700.91 62.99 16.24
Limited
Oracle Corporation (Thailand) Company 674.76 622.80 221.73 114.56
Limited
Oracle Corporation Australia Pty. Limited 3,152.39 3,487.60 490.00 516.66
Oracle Corporation Malaysia Sdn. Bhd. 291.21 347.85 57.53 57.33
Oracle Corporation Singapore Pte. Ltd. 619.31 479.37 146.24 159.89
Oracle Corporation UK Limited 493.39 547.57 113.16 102.89
Oracle Czech s.r.o. 187.69 59.15 10.99 8.42
Oracle Danmark ApS 60.31 13.47 10.59 2.17
Oracle de Centroamerica, S.A. 94.62 35.81 7.51 2.82
Oracle de Mexico, S.A. de C.V. 41.18 40.74 7.12 5.27
Oracle Deutschland B.V & Co. KG 18.79 44.17 3.93 3.66
Oracle de Venezuela, C.A. 0.01 − − −
Oracle Do Brasil Sistemas Limitada 86.98 97.59 76.02 142.46
Oracle East Central Europe Limited 389.80 379.46 29.98 26.22
Oracle East Central Europe Services B.V. 20.10 37.28 10.58 20.18
Oracle Egypt Limited 482.62 1,290.75 96.53 322.08
Oracle France, S.A.S. 155.81 232.96 6.04 192.08
Oracle Hardware ZAO 12.66 223.23 39.85 93.55
Oracle Hellas, S.A. 154.35 215.81 45.24 35.23
Oracle Hrvatska d.o.o. 0.74 0.57 0.27 0.10
Oracle Hungary Kft. 297.06 259.90 28.74 31.90
Oracle Iberica, S.R.L. 135.03 136.71 12.96 17.36
Oracle India Private Limited 446.98 497.61 59.43 206.77
Oracle Italia S.r.l. 470.68 280.87 81.66 49.15
Oracle Korea, Ltd. 25.93 35.41 7.03 1.30
Oracle Luxembourg S.a.r.l. 20.96 3.09 3.71 −
Oracle Nederland B.V. 408.25 268.23 69.36 87.44
Oracle New Zealand 154.06 318.10 31.31 20.85
Oracle Norge AS 70.50 8.31 11.51 5.43
Oracle (Philippines) Corporation 116.16 211.45 13.99 (12.38)
Oracle Polska, Sp.z.o.o. 6.33 32.54 − −
Impairment allowance
Fellow subsidiaries
Oracle America, Inc. 1.89 0.26 (3.01) (1.12)
Oracle (China) Software Systems Company − (3.59) − −
Limited
Oracle (Philippines) Corporation (0.55) (3.25) (0.07) (0.62)
Oracle Austria GmbH 0.21 0.32 (0.53) (0.32)
Oracle Belgium B.V.B.A/SPRL. (0.01) 0.01 − (0.01)
Oracle Bilgisayar Sistemleri Limited Sirketi − (0.26) − −
Oracle Canada ULC (0.15) (1.26) (0.06) (0.21)
Oracle Caribbean, Inc. (0.01) (2.57) (0.02) (0.03)
Oracle Colombia Limitada 0.01 (0.92) (0.01) −
Oracle Consulting Kazakhstan LLP − (0.05) − −
Oracle Corporation (South Africa)(Pty) (1.07) (7.22) (5.99) (7.06)
Limited
Oracle Corporation (Thailand) Company 0.06 (1.74) (0.13) (0.07)
Limited
Oracle Corporation Australia Pty. Limited 0.75 (1.09) (1.10) (0.35)
Oracle Corporation Japan (0.53) (9.05) (1.02) (1.55)
Oracle Corporation Malaysia Sdn. Bhd. 0.11 (0.94) (0.11) −
Oracle Corporation Singapore Pte. Ltd. 0.07 (1.58) (0.18) (0.11)
Oracle Corporation UK Limited 1.16 (0.07) (1.32) (0.16)
Oracle Czech s.r.o. (0.02) (0.50) − (0.02)
Oracle Danmark ApS − (0.01) − −
Oracle de Centroamerica, S.A. − (0.02) − −
Oracle de Mexico, S.A. de C.V. − (1.38) − −
Oracle Do Brasil Sistemas Limitada (7.29) 17.71 (10.86) (18.15)
Oracle East Central Europe Limited − (2.96) (0.01) (0.01)
Oracle East Central Europe Services B.V. 0.03 0.07 (0.04) (0.01)
Oracle Egypt Limited (50.76) (620.64) (5.66) (56.42)
125
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Oracle France, S.A.S. (0.10) 0.10 − (0.10)
Oracle Hardware ZAO 12.28 1.67 (13.95) (1.67)
Oracle Hellas, S.A. 1.00 − (1.10) (0.10)
Oracle Hungary Kft. (0.04) (0.16) (0.01) (0.05)
Oracle Iberica, S.R.L. (0.02) 0.02 − (0.02)
Oracle India Private Limited (0.55) 2.70 (0.65) (1.20)
Oracle Italia S.r.l. (0.05) 0.08 (0.02) (0.07)
Oracle Korea, Ltd. 0.01 (0.55) (0.01) −
Oracle Nederland B.V. 9.63 − (10.50) (0.87)
Oracle New Zealand − (0.12) (0.03) (0.03)
Oracle Polska, Sp.z.o.o. − (0.09) − −
Oracle Portugal − Sistemas de Informacao (0.30) 0.12 − (0.30)
Lda.
Oracle Romania SRL − (0.22) (0.03) (0.03)
Oracle Serbia and Montenegro d.o.o (2.17) 3.22 (1.13) (3.30)
Oracle Slovensko spol. s r.o. 0.02 0.01 (0.03) (0.01)
Oracle Software (Schweiz) GmbH − (0.01) − −
Oracle Systems Hong Kong Limited (0.03) (0.26) (0.06) (0.09)
Oracle Systems Limited 2.94 (4.15) (2.94) −
Oracle Systems Pakistan (Private) Limited 25.10 25.55 (52.57) (27.47)
Oracle Taiwan LLC (0.20) (2.07) (0.11) (0.31)
Oracle Technology Systems (Kenya) Limited 0.40 (4.43) (1.53) (1.13)
Oracle Vietnam Pte. Ltd. − (1.32) (0.02) (0.02)
PT Oracle Indonesia 0.02 0.03 (0.05) (0.03)
Sistemas Oracle de Chile, S.A. (0.01) (0.35) − (0.01)
Sistemas Oracle del Peru, S.A. − (0.05) − −
Bad debts
Fellow subsidiaries
Oracle America, Inc. − 1.20 − −
Oracle (Philippines) Corporation − 1.13 − −
Oracle (China) Software Systems Company − 1.29 − −
Limited
Oracle Bilgisayar Sistemleri Limited Sirketi − (2.31) − −
Oracle Caribbean, Inc. − 0.03 − −
Oracle Canada ULC − 0.05 − −
Oracle Consulting Kazakhstan LLP − 0.06 − −
Oracle Corporation (South Africa)(Pty) − 0.88 − −
Limited
Oracle Corporation Australia Pty. Limited − (3.43) − −
Oracle Corporation Malaysia Sdn. Bhd. − 0.94 − −
Oracle Corporation UK Limited − 6.53 − −
Oracle Czech s.r.o. − 2.02 − −
Oracle Danmark ApS − 0.14 − −
Oracle de Mexico, S.A. de C.V. − 4.75 − −
Oracle de Venezuela, C.A. − 0.02 − −
Deferred Revenue
Fellow subsidiaries
Oracle America, Inc. − − − (12.17)
Oracle Belgium B.V.B.A/SPRL. − − (9.70) −
Oracle Bilgisayar Sistemleri Limited Sirketi − − (3.06) (0.31)
Oracle Canada ULC − − − (5.73)
127
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Oracle Caribbean, Inc. − − − (4.78)
Oracle Consulting Kazakhstan LLP − − − (0.10)
Oracle Corporation (Thailand) Company − − − (19.60)
Limited
Oracle Corporation Australia Pty. Limited − − − (0.21)
Oracle Corporation Malaysia Sdn. Bhd. − − − (1.40)
Oracle Corporation Singapore Pte. Ltd. − − − (1.35)
Oracle Corporation UK Limited − − − (0.14)
Oracle Czech s.r.o. − − (7.39) (0.04)
Oracle Danmark ApS − − (0.74) (0.73)
Oracle East Central Europe Limited − − (6.21) −
Oracle East Central Europe Services B.V. − − − (0.20)
Oracle de Mexico, S.A. de C.V. − − − (0.59)
Oracle Egypt Limited − − − (20.19)
Oracle France, S.A.S. − − (0.47) −
Oracle Hrvatska d.o.o. − − − (0.12)
Oracle Hungary Kft. − − − (17.08)
Oracle Iberica, S.R.L. − − − (0.04)
Oracle India Private Limited − − − (0.41)
Oracle Italia S.r.l. − − − (1.76)
Oracle Korea, Ltd. − − − (0.55)
Oracle Luxembourg S.a.r.l. − − (0.74) −
Oracle Nederland B.V. − − (0.65) −
Oracle New Zealand − − − (0.10)
Oracle Polska, Sp.z.o.o. − − (3.02) (6.19)
Oracle Portugal - Sistemas de Informacao − − (4.23) (2.03)
Lda.
Oracle Systems Hong Kong Limited − − − (1.23)
Oracle Systems Limited − − (24.07) (3.21)
Oracle Taiwan LLC − − − (1.16)
Oracle Vietnam Pte. Ltd. − − (1.87) (0.03)
Oracle Romania SRL − − (5.82) (0.40)
Sistemas Oracle de Chile, S.A. − − − (0.31)
Sistemas Oracle del Peru, S.A. − − (0.20) −
Unbilled revenue
Fellow subsidiaries
Oracle America, Inc. − − 216.95 342.93
Oracle Austria GmbH − − 1.97 2.72
Oracle Belgium B.V.B.A/SPRL. − − 0.92 2.63
Oracle Bilgisayar Sistemleri Limited Sirketi − − − 0.46
Oracle (China) Software Systems Company − − 0.92 3.45
Limited
Oracle Canada ULC − − 53.14 66.08
Oracle Caribbean, Inc. − − 14.09 27.11
Oracle Colombia Limitada − − 18.56 19.86
Oracle Consulting Kazakhstan LLP − − − 0.11
129
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Rent expenses (including lease payments)
Fellow subsidiaries
Oracle India Private Limited 0.86 1.33 (3.08) (2.31)
Oracle (China) Software Systems Company 1.69 2.06 (0.27) (0.39)
Limited
Oracle Corporation Australia Pty. Limited 4.97 4.40 − (0.35)
Oracle Corporation Singapore Pte. Ltd. 23.18 26.48 (3.95) (2.03)
Oracle EMEA Limited (0.07) 0.21 − (0.07)
Oracle Hellas, S.A. 21.95 20.42 (2.50) (2.80)
Oracle America, Inc. 19.33 19.41 (1.24) (1.68)
Oracle Nederland B.V. 5.42 5.88 (5.53) (5.52)
Oracle France, S.A.S. 0.56 3.05 0.47 −
Oracle Corporation Japan 6.70 6.88 (0.57) (0.56)
Sistemas Oracle de Chile, S.A. 5.34 6.02 (1.79) (1.48)
Oracle Systems Limited 46.30 43.54 − −
Other expenses
Ultimate Holding Company
Oracle Corporation − − 9.82 −
Fellow subsidiaries
Oracle America, Inc. 4.26 (0.82) (6.77) −
Oracle Italia S.R.L. 12.35 25.10 (5.98) (11.97)
Oracle Belgium B.V.B.A/SPRL. 0.12 0.02 − −
Oracle Corporation UK Limited 0.14 0.04 (0.15) −
Oracle Corporation Australia Pty. Limited 0.21 − (0.18) −
Oracle de Mexico, S.A. de C.V. − (0.58) − −
Oracle Do Brasil Sistemas Limitada 0.18 − (0.18) −
Oracle East Central Europe Services B.V. 0.91 4.42 (5.58) (4.67)
Oracle Technology Systems (Kenya) Limited (0.31) 0.18 − (3.02)
Oracle (China) Software Systems Company (0.15) (0.01) − −
Limited
Oracle Systems Hong Kong Limited 0.32 − (0.33) −
Oracle Taiwan LLC 0.99 0.08 (1.11) (2.16)
Oracle Czech s.r.o. − (0.35) − (0.05)
Oracle Egypt Limited 2.87 4.91 (2.20) (18.07)
Oracle East Central Europe Limited 5.63 3.57 (7.80) (5.66)
Oracle Hungary Kft. 3.91 4.06 (5.58) (1.67)
Oracle India Private Limited 18.02 (2.06) (5.06) (12.00)
131
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Oracle Canada ULC 35.90 0.88 (39.60) (2.27)
Oracle Corporation Singapore Pte. Ltd. 0.72 (0.28) (0.67) −
Oracle Corporation (South Africa)(Pty) 15.43 12.40 (22.14) (60.56)
Limited
Oracle New Zealand 1.64 12.67 (4.73) (13.63)
Oracle Polska, Sp.z.o.o. 0.08 2.30 (3.63) (6.61)
Oracle Portugal - Sistemas de Informacao 1.26 1.65 (1.26) −
Lda.
Oracle Corporation Malaysia Sdn. Bhd. 6.91 14.27 (5.34) (14.44)
Oracle Corporation (Thailand) Company 6.78 4.97 (12.02) (12.04)
Limited
Oracle Slovensko spol. s r.o. 1.57 − (1.57) −
Oracle Vietnam Pte. Ltd. 1.86 4.98 (2.95) (2.37)
Oracle (Philippines) Corporation 2.78 3.93 (8.27) (9.44)
Oracle Korea, Ltd. 0.30 0.51 (0.30) −
PT Oracle Indonesia 4.14 3.99 (13.19) (9.05)
Sistemas Oracle de Chile, S.A. 0.23 − (0.23) −
Security Deposit
Fellow subsidiaries
Oracle France, S.A.S. − − 0.49 0.46
Commission
Independent Directors 15.65 10.14 (1.49) (0.32)
Reimbursement of expenses
Directors 3.07 3.05 − −
Note (i): Remuneration includes salary, bonus and perquisites. During the year, 52,250 OSUs under OFSS Stock
Plan 2014 (March 31, 2019 - 31,750 OSUs under OFSS Stock Plan 2014) were granted to KMP.
Note (ii): Terms and conditions of transactions with related parties:
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length
transactions. Outstanding balances at year end are unsecured and interest free and settlement occurs in cash.
133
Note 40: Segment information
Business segments are defined as a distinguishable component of an enterprise that is engaged in providing a group
of related products or services and that is subject to differing risks and returns and about which separate financial
information is available. This information is reviewed and evaluated regularly by the management in deciding how to
allocate resources and in assessing the performance.
The OFSS group is organized by business segment and geographically. For management purposes the OFSS group is
primarily organized on a worldwide basis into three business segments:
The business segments are the basis on which the OFSS group reports its primary operational information to
management.
Product licenses and related activities segment deals with various banking software products. The related activities
include enhancements, implementation and maintenance activities.
IT solutions and consulting services segment offers services spanning the entire lifecycle of applications used by
financial service institutions. The division’s portfolio includes Consulting, Application, Support and Technology
Services that help institutions improve efficiency, optimize costs, meet risk and compliance mandates and implement
IT solutions finely attuned to their business needs.
BPO - Services comprises of business process outsourcing services to the Lending, Collections, Customer Service and
Capital Markets industry.
Revenue is generated through licensing of software products, maintenance fees as well as by providing software
solutions to the customers including consulting services and business process outsourcing services. The income and
expenses which are not directly attributable to a business segment are shown as unallocable income and expenses.
Segment assets include all operating assets used by a segment and consist principally of trade receivables net of
allowances, unbilled revenue, deposits for premises, property, plant and equipment and right-of-use asset. Segment
liabilities primarily includes trade payables, deferred revenues, advance from customer, employee benefit obligations,
lease liability and other liabilities. While most of such assets and liabilities can be directly attributed to individual
segments, the carrying amount of certain assets and liabilities used jointly by two or more segments is allocated to
the segment on a reasonable basis. Assets and liabilities that cannot be allocated between the segments are shown
as part of unallocable assets and liabilities.
Other information
Geographical segments
The following table shows the distribution of the OFSS group's consolidated sales by geographical market:
135
Revenue of ₹ 21,342.20 million (March 31, 2019 - ₹ 23,142.29 million) is derived from a single customer in 'Products',
'Services' and 'BPO - Services' segment.
The following table shows the OFSS group's consolidated non current assets by geographical market:
As at As at
March 31, 2020 March 31, 2019
Regions Amounts in % Amounts in %
₹ million ₹ million
India 10,970.59 61% 10,186.07 60%
Outside India
Americas
United States of America 5,274.34 29% 5,139.38 31%
Rest of America 4.26 0% 22.38 0%
Europe 1,199.32 7% 967.49 6%
Asia Pacific 486.50 3% 505.75 3%
Middle East and Africa 62.55 0% 20.62 0%
17,997.56 100% 16,841.69 100%
Non current assets for this purpose consist of property, plant and equipment, capital work-in-progress, right-of-use
assets, investment property, intangible assets, non-current income tax asset and other non-current assets.
As per our report of even date For and on behalf of the Board of Directors of
Oracle Financial Services Software Limited
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Cash flows from operating activities
Profit before tax 22,522.81 22,669.87
Adjustments to reconcile profit before tax to cash (used in) provided by
operating activities:
Depreciation and amortization 1,063.81 537.17
(Profit) on sale of fixed assets, net (0.31) (0.51)
Impairment loss (reversed) on contract assets (107.23) (628.50)
Impairment loss recognized on other financial assets 7.06 3.42
Bad debts 200.18 865.89
Finance income (1,658.14) (1,319.73)
Employee stock compensation expense 544.01 610.67
Effect of exchange rate changes in cash and cash equivalent (849.69) 5.75
Effect of exchange rate changes in assets and liabilities 769.91 (205.99)
Finance cost 473.65 −
Deferred rent − 2.73
Operating Profit before Working Capital changes 22,966.06 22,540.77
137
Consolidated statement of cash flow
for the year ended March 31, 2020 (continued)
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Cash flows from financing activities
Proceeds from issue of shares under employee stock option plan 43.19 749.91
Sale of treasury shares 85.15 165.75
Equity dividend paid (36.08) (11,124.23)
Tax on equity dividend paid − (2,288.39)
Repayment of lease liability (449.47) −
Interest paid (116.33) −
Net cash (used in) financing activities (473.54) (12,496.96)
As per our report of even date For and on behalf of the Board of Directors of
Oracle Financial Services Software Limited
S Venkatachalam
Chairperson
DIN: 00257819
Mumbai, India
June 24, 2020
139
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141
Independent Auditor’s Report
1. Opinion
We have audited the accompanying standalone Ind AS financial statements of Oracle Financial Services Software
Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2020, the Statement of Profit
and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of
Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”)
in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2020, the profit and total other comprehensive income, changes in equity and its cash
flows for the year ended on that date.
2. Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on
Auditing specified under Section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the standalone Ind AS Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
standalone Ind AS financial statements under the provisions of the Companies Act, 2013 (“the Act”) and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion on standalone Ind AS financial statements.
3. Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the standalone Ind AS financial statements of the current year. These matters were addressed in the context of
our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. We have determined the matters described below to be the
key audit matters to be communicated in our report.
143
4. Information other than the standalone Ind AS financial statements and Auditor’s report thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Directors Report, Corporate Governance Report and Management
Discussion and Analysis, but does not include the standalone Ind AS financial statements and our auditor’s report
thereon. These reports are expected to be made available to us after the date of our auditor’s report.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we will not
express any form of assurance thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other information
is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated.
When we read the other information included in the above reports, if we conclude that there is material
misstatement therein, we are required to communicate the matter to those charged with governance and
determine the actions under the applicable laws and regulations.
5. Management’s responsibility for the standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial
position, financial performance, total comprehensive income, changes in equity and cash flows of the Company
in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, Company’s Board of Directors is responsible for
assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
6. Auditor’s Responsibilities for the Audit of the standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with Standards on auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone Ind AS financial statements.
As part of an audit in accordance with Standards on auditing, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
i) Identify and assess the risks of material misstatement of the standalone Ind AS financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ii) Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial controls
system in place and the operating effectiveness of such controls.
iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
iv) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
v) Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements,
including the disclosures, and whether the standalone Ind AS financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
(S.M.Chitale)
Partner
M. No. 111383
UDIN: 20111383AAAACX1528
145
Annexure 1 to the Independent Auditor’s Report of even date on the standalone Ind AS financial
statements of Oracle Financial Services Software Limited
Referred to in paragraph [7(i)] under Report on Other Legal and Regulatory Requirements of our
report of even date
(i) a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
b) Fixed assets have been physically verified by the management during the year and no material discrepancies
were identified on such verification.
c) According to the information and explanations given by the management, the title deeds of immovable
properties included in property, plant and equipment are held in the name of the Company.
(ii) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3(ii)
of the Companies (Auditor’s report) Order, 2016 (“the Order”) are not applicable to the Company.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or
unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained
under section 189 of the Companies Act, 2013 (“the Act”). Accordingly, the provisions of paragraph 3(iii)(a), (b)
and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, provisions of section 186 of the
Act in respect of investments made have been complied with by the Company. In our opinion and according to
the information and explanations given to us, there are no loans, guarantees and securities granted in respect of
which provisions of section 185 and section 186 of the Act are applicable and hence not commented upon.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of
the Order are not applicable to the Company.
(vi) According to the information and explanations given to us, the Central Government has not specified the
maintenance of cost records under Section 148(1) of the Act, for the products/services of the Company.
(vii) a) Undisputed statutory dues including provident fund, income-tax, sales tax, service tax, duty of customs,
value added tax, cess and other material statutory dues have generally been regularly deposited with the
appropriate authorities though there have been considerable delays in few cases of foreign withholding tax.
As explained to us, the Company did not have any dues of excise duty.
b) According to the information and explanations given to us, there were no undisputed dues in respect
of provident fund, income-tax, service tax, sales-tax, duty of customs, value added tax, cess and other
material statutory dues which were outstanding, at the year end, for a period of more than six months from
the date they became payable.
c) According to the records of the Company, the dues outstanding of income-tax, sales tax, service tax, duty
of customs, value added tax and cess on account of any dispute, are as follows:
Name of the Nature of the dues Amount (Rs) Period to which Forum where
statute the amount dispute is pending
relates
Income Tax 18,764 April 2007 to Income Tax Appellate
March 2008 Tribunal
Tax Deducted at 32,15,88,447 April 2011 to Commissioner of
Source March 2012 Appeal (Income-tax)
Tax Deducted at 22,09,69,504 April 2012 to Commissioner of
Source March 2013 Appeal (Income-tax)
Tax Deducted at 34,38,77,767 April 2013 to Commissioner of
Source March 2014 Appeal (Income-tax)
Income Tax 202,54,47,376 April 2014 to Commissioner of
The Income Tax March 2015 Appeal (Income-tax)
Act, 1961 Tax Deducted at 29,32,50,728 April 2014 to Commissioner of
Source March 2015 Appeal (Income-tax)
Income Tax 1,57,93,04,913 April 2015 to Commissioner of
March 2016 Appeal (Income-tax)
Tax Deducted at 25,41,56,280 April 2015 to Commissioner of
Source March 2016 Appeal (Income-tax)
Income Tax 21,74,35,490 April 2017 to Assistant Director of
March 2018 Income Tax, CPC
Tax Deducted at 12,29,08,694 April 2017 to Commissioner of
Source March 2018 Appeal (Income-tax)
Note 2: The demand of Sales Tax as reported above is net of demand paid under protest against said
demand of Rs. 99,30,690.
(viii) The Company did not have any outstanding loans or borrowing dues in respect of a financial institution or bank
or to government or dues to debenture holders during the year.
(ix) According to the information and explanations given by the management, the Company has not raised any
money by way of initial public offer or further public offer or debt instruments and term loans, hence reporting
under paragraph 3 (ix) is not applicable to the Company.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone
Ind AS financial statements and according to the information and explanations given by the management, we
report that no material fraud by the company or no material fraud on the Company by the officers and employees
of the Company has been noticed or reported during the year. As explained to us by the management, instances
involving non-compliances with Code of Ethics and Business Conduct of the Company by few employees were
noticed during the year on the basis of internal investigation carried out by the Company, wherein suitable action
has been taken and the Company is evaluating future course of action, if any.
(xi) According to the information and explanations given by the management, the managerial remuneration has
been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read
with Schedule V to the Act.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of paragraph 3(xii) of the Order
are not applicable to the Company.
(xiii) According to the information and explanations given by the management, transactions with the related parties
are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in
the notes to the standalone Ind AS financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet,
the Company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review and hence, reporting requirements under paragraph 3(xiv) are not
applicable to the Company.
(xv) According to the information and explanations given by the management, the Company has not entered into any
non-cash transactions with directors or persons connected with them as referred to in section 192 of the Act.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank
of India Act, 1934 are not applicable to the Company.
(S.M.Chitale)
Partner
M. No. 111383
UDIN: 20111383AAAACX1528
147
Annexure 2 to the Independent Auditor’s Report of even date on the standalone Ind AS financial
statements of Oracle Financial Services Software Limited
Referred to in paragraph [7(ii)(f)] under Report on Other Legal and Regulatory Requirements of
our report of even date
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
1. We have audited the internal financial controls over financial reporting of Oracle Financial Services Software
Limited (“the Company”) as of March 31, 2020 in conjunction with our audit of the standalone Ind AS financial
statements of the Company for the year ended on that date.
2. The Company’s management is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India” (ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting
based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on
Auditing as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial
controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls
over financial reporting included obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system over financial reporting.
6. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at
March 31, 2020, based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
(S.M.Chitale)
Partner
M. No. 111383
UDIN: 20111383AAAACX1528
149
Balance sheet
as at March 31, 2020
(Amounts in ₹ million)
Notes March 31, 2020 March 31, 2019
ASSETS
Non-current assets
Property, plant and equipment 3 2,213.94 2,385.67
Capital work-in-progress 3 0.16 4.05
Right-of-use asset 4 622.57 −
Investment property 5 102.00 102.00
Financial assets
Investments in subsidiaries 6 7,681.61 7,650.28
Other non-current financial assets 7 1,376.59 622.17
Deferred tax assets (net) 16(c) 740.39 415.67
Income tax assets (net) 7,705.59 7,225.51
Other non-current assets 10 345.25 661.30
20,788.10 19,066.65
Current assets
Financial Assets
Trade receivables 8 4,154.31 4,866.30
Loan 42 106.00 −
Cash and cash equivalents 9(a) 1,993.84 2,713.65
Other bank balances 9(b) 30,545.37 14,351.10
Other current financial assets 7 1,656.02 2,237.33
Other current assets 10 1,424.00 1,218.72
39,879.54 25,387.10
TOTAL 60,667.64 44,453.75
151
Statement of changes in equity
for the year ended March 31, 2020
Year ended March 31, 2020 (Amounts in ₹ million, except share data)
Particulars Equity share capital Other equity Total
No. of Share Share Securities General Employee Contribution Retained Other comprehensive equity
shares capital application premium reserve stock from earnings income attributable
money options Ultimate to equity
Foreign Remeasurement share
pending outstanding Holding currency of defined
allotment Company holders
translation benefit of the
reserve obligation Company
153
Notes annexed to and forming part of financial statements
for the year ended March 31, 2020
The Company is principally engaged in the business of providing information technology solutions to the financial
services industry worldwide. The Company has a suite of banking products, which caters to the transaction processing
and compliance needs of corporate, retail, investment banking, treasury operations and data warehousing.
The standalone financial statements for the year ended March 31, 2020 were approved by the Company’s Board of
Directors and authorized for issue on May 14, 2020.
The standalone financial statements have been prepared on a historical cost basis, except for the following assets and
liabilities which have been measured at fair value:
- certain financial assets and liabilities, including derivative instruments, that are measured at fair value
- share-based payments
Previous year’s comparative numbers in the standalone financial statements have been reclassified wherever
necessary, to conform to current year’s presentation.
Freehold land is stated at cost. All other items of property, plant and equipment and capital work in progress, are
stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost
of replacing part of the plant and equipment, if the recognition criteria are met. When significant parts of plant and
equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific
useful lives. All other repair and maintenance costs are recognized in the statement of profit and loss as incurred.
The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the
respective asset if the recognition criteria for a provision are met. All additions during the reported year are considered
at cost.
The Company purchases certain specific-use application software, which is in ready to use condition, for internal use.
It is estimated that such software has a relatively short useful life, usually less than one year. The Company, therefore,
charges to the statement of profit and loss the cost of acquiring such software.
Depreciation is computed as per the straight-line method using the rates arrived at based on the useful lives estimated
by the management. The estimated useful life considered for depreciation of fixed assets is as follows:
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
The management has estimated, supported by an independent assessment by professionals, the useful lives of
buildings as 20 years. These lives are lower than those indicated in schedule II to the Act.
The management has estimated, based on an internal assessment, the useful lives of the following classes of assets.
- The useful lives of servers and networking equipment’s forming part of computer equipment’s are estimated as
3 years. These lives are lower than those indicated in schedule II to the Act.
- The useful lives of furniture and fixtures and electrical and other installations are estimated at 2-7 years. These
lives are lower than those indicated in schedule II to the Act.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions
can be identified, an appropriate valuation model is used. These calculations are validated by valuation multiples,
quoted share prices for publicly traded companies or other available fair value indicators. The Company bases its
impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the
Company’s CGUs to which the individual assets are allocated.
Transactions in foreign currencies are initially recorded by the Company’s branches at their respective functional
currency using spot rates on the date of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the relevant functional currency
at exchange rates at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit
and loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions.
The assets and liabilities of foreign branches are translated into INR at the rate of exchange prevailing at the reporting
date and their statements of profit or loss are translated at exchange rates prevailing at the date of the transactions.
For practical reasons, the Company uses an average rate to translate income and expense items, if the average rate
approximates the exchange rates at the date of the transactions. The exchange differences arising on translation for
branch consolidation are recognized in Other Comprehensive Income (‘OCI’).
155
In accordance with Appendix B to Ind AS 21 “Foreign Currency Transactions and Advance Considerations”, the date of
the transaction for the purpose of determining the exchange rate to be used on initial recognition of the related asset
or liability, expense or income, is when the Company has received or paid advance consideration in foreign currency.
Software product development costs incurred subsequent to the achievement of technical feasibility are not material
and are expensed as incurred.
In arrangements for software development and related services along with maintenance services, the Company has
applied the guidance as per Ind AS 115, ‘Revenue from Contracts with Customers’, by applying revenue recognition
criteria for each distinct performance obligations. For allocating the transaction price, the Company has measured the
revenue in respect of each performance obligation of a contract at its relative standalone selling price. The price that
is regularly charged for an item when sold separately is the best evidence of its standalone selling price. For software
licenses, the Company is using a residual approach for estimating the standalone selling price of software license as
the pricing is highly variable. For software development and related services, the performance obligations are satisfied
as and when the services are rendered since the customer generally obtains control of the work as it progresses.
The Company accounts for modifications to existing contracts by assessing whether the services added are distinct
and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted for on a
cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract
if the additional services are priced at the standalone selling price, or as a termination of the existing contract and
creation of a new contract if not priced at the standalone selling price.
The Company presents revenues net of indirect taxes in its standalone statement of profit and loss.
Performance obligation
Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is
made available to the customer. Where the license is required to be substantially customized as part of the implementation
service the entire arrangement fee for license and implementation is considered to be a single performance obligation
and the revenue is recognized using the percentage-of-completion method as the implementation is performed.
Product maintenance revenue is recognized rateably over the period of the contract.
Revenue from fixed price contracts, where the performance obligations are satisfied over time and where there is no
uncertainty as to measurement or collectability of consideration, is recognized by reference to the stage of completion.
Stage of completion is measured by reference to labor hours incurred to date as a percentage of total estimated labor
hours for each contract. When the contract outcome cannot be measured reliably, revenue is recognized only to the
extent that the expenses incurred are eligible to be recovered.
Revenue from contracts on time and material basis is recognized as services are performed.
Contract balances
Revenue in excess of billing is classified as contract asset i.e. unbilled revenue while billing in excess of revenue is
classified as contract liability i.e. deferred revenue. Contract assets are classified as unbilled receivables when there is
unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unbilled revenues
are classified as non-financial asset if the contractual right to consideration is dependent on completion of contractual
milestones.
Deferred contract costs are incremental costs of obtaining a contract which are recognized as assets and amortized
over the benefit period.
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
Current income tax relating to items recognized outside statement of profit or loss is recognized either in other
comprehensive income or in equity. Current tax items are recognized in correlation to the underlying transaction
either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the
tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes
provisions where appropriate, including provision required for uncertain tax treatment.
Current tax assets and current tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities.
Income tax consequence of dividends are linked more directly to past transactions or events that generates
distributable profit. Therefore, the Company recognizes the income tax consequences of dividends in profit or loss,
other comprehensive income or equity according to where the Company originally recognizes those past transactions
or events.
Deferred tax
Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
- When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss.
- In respect of taxable temporary differences associated with investments in subsidiaries and associates, when
the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of unused tax credits and unused
tax losses can be utilized, except:
- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of
an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss.
- In respect of deductible temporary differences associated with investments in subsidiaries, and associates,
deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against which the temporary differences can be
utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset
is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized either in other comprehensive income or
in equity as applicable. Deferred tax items are recognized in correlation to the underlying transaction either in other
comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
The interpretation in Appendix C to Ind AS 12 Uncertainty over Income Tax Treatments addresses the accounting
for income taxes when tax treatments involve uncertainty that affects the application of Ind AS 12. It does not apply
to taxes or levies outside the scope of Ind AS 12, nor does it specifically include requirements relating to interest and
penalties associated with uncertain tax treatments. The interpretation specifically addresses the following:
- Whether an entity considers uncertain tax treatments separately
157
- The assumptions an entity makes about the examination of tax treatments by taxation authorities
- How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates
- How an entity considers changes in facts and circumstances
The Company determines whether to consider each uncertain tax treatment separately or together with one or
more other uncertain tax treatments based on the approach that better predicts the resolution of the uncertainty. In
determining the approach that better predicts the resolution of the uncertainty, the Company has considered, (a) how
it prepares its income tax filings and supports tax treatments; or (b) how the Company expects the taxation authority
to make its examination and resolve issues that might arise from that examination.
This interpretation is effective from April 1, 2019. The Company has evaluated the requirements of the amendment
and concluded that there is no impact on the retained earnings of the Company as at April 1, 2019 as a result of this
interpretation. For impact of uncertain tax positions for the year ended March 31, 2020, refer note 16.
Non-current assets held for sale are measured at the lower of their carrying amount and the fair value less costs to sell.
Assets and liabilities classified as held for sale are presented separately in the balance sheet.
Property, plant and equipment once classified as held for sale are not depreciated.
All other notes to the standalone financial statements primarily include amounts for continuing operations, unless
otherwise mentioned.
- In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value
measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits
by using the asset in its highest and best use or by selling it to another market participant that would use the asset in
its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value so as to maximize the use of relevant observable inputs and minimize the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
For assets and liabilities that are recognized in the standalone financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on
the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
At the reporting date, the Company analyzes the movements in the values of assets and liabilities which are required
to be re-measured or re-assessed as per the accounting policies. For this analysis, the Company verifies the major
inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other
relevant documents.
The Company also compares the change in the fair value of each asset and liability with relevant external sources to
determine whether the change is reasonable.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
Financial assets
Financial assets are classified, at initial recognition, as financial assets measured at amortized cost, fair value through
other comprehensive income or fair value through statement of profit or loss as appropriate. All financial assets are
recognized initially at fair value plus, in the case of financial assets not recorded at fair value through statement of
profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Investments in subsidiaries
and associate are carried at cost as per Ind AS 27 - Separate Financial Statements.
Subsequent measurement
For purposes of subsequent measurement, financial assets of the Company are classified in three categories:
- Debt instruments measured at amortized cost
- Debt instruments at fair value through other comprehensive income (‘OCI’)
- Debt instruments, derivatives and equity instruments at fair value through statement of profit or loss
This category is the most relevant to the Company. Debt instruments are measured at amortized cost if the asset is held
within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding. These financial assets are amortized using the effective interest
rate (EIR) method, less impairment. Amortized cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in
the statement of profit and loss. The losses arising from impairment are recognized in the statement of profit and loss.
Debt instruments are measured at fair value through other comprehensive income if the asset is held within a
business model whose objective is achieved by both collecting contractual cash flows and selling financial assets
and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding. The Company has not designated any financial assets at
fair value through OCI.
Debt instruments at fair value through statement of profit or loss include assets held for trading and financial
assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held
for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including
separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging
instruments as defined by Ind AS 109 – Financial Instruments. Debt instruments at fair value through profit or loss are
carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of
profit and loss.
159
Derecognition
A financial asset is derecognized i.e. removed from the Company’s statement of financial position when:
- The contractual rights to the cash flows from the financial asset expire or
- The Company has transferred its contractual rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or
(b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In
that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Company has retained.
The Company applies expected credit loss (‘ECL’) model for measurement and recognition of impairment loss on
the financial assets and credit risk exposure. For trade receivables the Company follows ‘simplified approach’ for
recognition of impairment loss allowance. The application of simplified approach does not require the Company to
track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting
date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether
there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly,
12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL
is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant
increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based
on 12-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible
within 12 months after the reporting date.
The Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables.
The provision matrix is based on its historically observed default rates over the expected life of the trade receivables
and is adjusted for forward-looking estimates. Further, the trade receivables have customer concentration across the
globe and therefore the Company also considers the socio-economic conditions of the regions where the customers
are located.
On that basis, the Company estimates the following provision matrix at the reporting date:
At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates
are analyzed.
Impairment of investments
The carrying amounts of investments are reviewed at each balance sheet date if there is any indication of impairment
based on internal / external factors. An impairment loss is recognized wherever the carrying amount of an investment
exceeds its recoverable amount.
Interest income
Dividends are recognized in statement of profit and loss only when the right to receive payment is established, it
is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of
dividend can be measured reliably.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at amortized cost or financial liabilities at fair
value through profit or loss, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of
loans and borrowings and payables, net of directly attributable transaction costs.
The Company’s financial liabilities include trade payables, accrued expenses, accrued compensation to employees,
advance from customers, amounts due to subsidiaries, dividend and dividend tax payable along with unpaid dividends.
Subsequent measurement
The Company measures all financial liabilities at amortized cost except for financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss. Amortized cost is calculated
by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
Financial liabilities held for trading are measured at fair value through profit or loss. The Company has not designated
any financial liability as at fair value through profit or loss.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognized in the statement of profit and loss.
Embedded derivatives
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative
host contract – with the effect that some of the cash flows of the combined instrument vary in a way similar to a
standalone derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required
by the contract to be modified according to a specified interest rate, financial instrument price, commodity price,
foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided in the case of
a nonfinancial variable that the variable is not specific to a party to the contract. Reassessment only occurs if there is
either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required
or a reclassification of a financial asset out of the fair value through profit or loss.
If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109 – Financial Instruments,
the Company does not separate embedded derivatives. Rather, it applies the classification requirements contained
in Ind AS 109 to the entire hybrid contract. Derivatives embedded in all other host contracts are accounted for as
separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to
those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or
loss. These embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss,
unless designated as effective hedging instruments.
The Company uses forward currency contracts to hedge its foreign currency risks. Such derivative financial instruments
are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently
remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are
taken directly to statement of profit and loss.
- Fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment
161
- Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular
risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency
risk in an unrecognized firm commitment
The Company enters into foreign currency forward contracts that is used to hedge risk of exposure of changes in
the fair value of trade receivables on account of foreign currency rate movement. These derivative contracts are not
designated as hedges and accounted for at fair value through statement of profit or loss and are included in other
income, net.
(l) Leases
Company as a Lessee
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on
the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right
is not explicitly specified in an arrangement.
The Company recognizes right-of-use asset and a corresponding lease liability for all lease arrangements in which
the Company is a lessee, except for a short term lease of 12 months or less and leases of low-value assets. For short
term lease and low-value asset arrangements, the Company recognizes the lease payments as an operating expense
on straight-line basis over the lease term.
Certain lease arrangements include the options to extend or terminate the lease before the end of the lease
arrangement. Right-of-use assets and lease liabilities are measured according to such options when it is reasonably
certain that the Company will exercise these options.
The right-of-use asset are recognized at the inception of the lease arrangement at the amount of the initial measurement
of lease liability adjusted for any lease payments made at or before the commencement date of lease arrangement
reduced by any lease incentives received, added by initial direct costs incurred and an estimate of costs to be incurred
by the Company in dismantling and removing the underlying asset or restoring the underlying asset or site on which it
is located. The right-of-use assets are depreciated using the straight-line method from the commencement date over
the shorter of lease term or useful life of right-of-use asset. Estimated useful life of right-of-use assets is determined
on the basis of useful life of property, plant and equipment. Right-of-use assets are tested for impairment whenever
there is an indication that their carrying value may not be recoverable. Impairment loss, if any is recognized in the
statement of profit and loss account.
The lease liability is measured at amortized cost, at the present value of the future lease payments. The lease
payments are discounted using the interest rate implicit in the lease arrangement or, if not readily determinable,
at the incremental borrowing rate in the country of domicile of such leases. Lease liabilities are remeasured with
corresponding adjustments to right-of-use assets to reflect any reassessment or lease modifications.
Company as a Lessor
Leases for which the Company is a lessor is classified as finance or operating lease. If the terms of the lease arrangement
transfers substantially all the risks and rewards of ownership to the lessee, such lease arrangement is classified as
finance lease. All other leases are classified as operating leases.
In case of sub-lease, the Company recognizes investment in sub-lease separately in the financial statements. The
sub-lease is classified as a finance or operating lease by reference to the right-of-use asset arising from such lease
arrangement. For operating leases, rental income is recognized on a straight-line basis over the term of the lease
arrangement.
Transition
The Company has adopted Ind AS 116 ‘Leases’ with effect from April 1, 2019 using the modified retrospective
method. Cumulative effect of initially applying the standard has been recognized on the date of initial application
and hence the Company has not restated comparative information. The Company has recorded Lease liability at the
present value of the future lease payments discounted at the incremental borrowing rate and the right-of-use asset
at an amount equal to the lease liability, adjusted by the amount of prepaid or accrued lease payments relating to that
lease recognized in the balance sheet immediately before the date of initial application.
a) Not recognizing right-of-use asset and lease liability for leases having a lease term of 12 months or less as on
date of initial application and leases of low-value assets. The Company recognizes the lease payments associated
with such leases as an expense over the lease term.
c) Ind AS 116 is applied only to those contracts that were previously identified as leases under Ind AS 17.
Accordingly, the Company has recognized right-of-use asset of ₹ 916.21 million and a lease liability of ₹ 806.68
million in the financial statements on the date of initial application. There is no impact on the retained earnings. Due
to adoption of Ind AS 116, the nature of expenses have changed from rent in previous periods to depreciation cost on
right-of-use asset and finance cost for interest on lease liability. During the year ended March 31, 2020, the Company
has recognized depreciation on right-of-use asset ₹ 293.11 million along with interest on lease liability of ₹ 63.70
million respectively. The effect of this standard is not significant on the profit for the year of the Company. Further as
per Ind AS 116, the principal portion of lease payments and interest on lease liability has been disclosed under the
cash outflow from financing activities. Operating lease payments as per Ind AS 17 – Leases were disclosed under the
cash outflow from operating activities.
The weighted average incremental borrowing rate applied to lease liabilities recognized in the balance sheet at the
date of initial application is 9.08 % with maturity between 2021 to 2025.
The difference between the future minimum lease commitments under Ind AS 17 – Leases reported as of
March 31, 2019 and the value of lease liability recorded as on April 1, 2019 on adoption of Ind AS 116 – Leases is
primarily on account of discounting of the lease liability to its present value in accordance with Ind AS 116 and the
exclusion of commitments for leases to which the Company has chosen to apply the practical expedient as per the
standard.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model. The cost is recognized in employee benefit expenses, together with a corresponding
increase in ‘employee stock options outstanding’ in equity, over the period in which the performance and/or service
conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until
the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the
number of equity instruments that will ultimately vest.
The statement of profit and loss, expense or credit recognized in employee benefit expense represents the movement
in cumulative expense recognized as at the beginning and end of the year.
Oracle Corporation, The Ultimate Holding Company of Oracle Financial Services Software Limited has extended its
stock option program to selected employees of OFSS’s overseas subsidiaries and branches. The cost of equity-
settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation
model. The cost is recognized in employee benefit expenses over the period in which the performance and/or service
conditions are fulfilled with a corresponding impact under statement of changes in equity as Contribution from
Ultimate Holding Company.
Oracle Corporation has also extended its Employee Stock Purchase Plan (ESPP) to employees of OFSS. Under the plan,
the employees are eligible to purchase the shares of Oracle Corporation at discounted price. The discount amount on
the shares purchased during the year by employees is treated as Contribution from Ultimate Holding Company.
(n) Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented
in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognized as a finance cost.
163
paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as
an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
Certain eligible employees of the Company on Indian payroll are entitled to Superannuation, a defined contribution
plan. The Company makes monthly contributions until retirement or resignation of the employee which are recognized
as an expense when incurred. The Company has no further obligations beyond its monthly contributions, the corpus
of which is invested with the Life Insurance Corporation of India.
Compensated absences which are expected to occur within twelve months after the end of the period in which
employee renders the related services are recognized as undiscounted liability at the balance sheet date. The expected
cost of compensated absences which are not expected to occur within twelve months after the end of the period in
which employee renders related services are recognized at the present value based on actuarial valuation performed
by an independent actuary at each balance sheet date using projected unit credit method.
The Company operates a defined benefit gratuity plan in India, under which the Company makes contributions to a
fund administered and managed by the Life Insurance Corporation of India (‘LIC’) to fund the gratuity liability. Under
this scheme, the obligation to pay gratuity remains with the Company, although LIC administers the scheme.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included
in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net
interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding
debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified
to profit or loss in subsequent periods.
Past service costs are recognized in the statement of profit and loss on the earlier of:
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company
recognizes the following changes in the net defined benefit obligation as an expense in the statement of profit and
loss:
- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-
routine settlements; and
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Note 4: Right-of-use asset
Year ended March 31, 2020 (Amounts in ₹ million)
Particulars Gross carrying value Depreciation Net
carrying
value
As at Adjustment Additions Sale/ Translation As at As at Additions Sale/ Translation As at As at
April 01, on adoption deletions gain (loss) March 31, April 01, deletions (gain) loss March 31, March 31,
2019 of Ind AS 2020 2019 2020 2020
116 'Leases'
Right-of-use asset − 916.21 − 9.05 11.00 918.16 − 293.11 2.41 4.89 295.59 622.57
The fair value of the investment property as at March 31, 2020 and March 31, 2019 is based on valuations performed by Rakesh Narula & Co; an accredited independent valuer.
Rakesh Narula & Co. is one of the senior most and reputed valuer in the field of asset valuation. Rakesh Narula & Co. has been carrying out valuation as per the international norms
and standards. The fair value of the above investment property as at March 31, 2020 and March 31, 2019 is ₹ 204.30 million and ₹ 245.00 million respectively.
The direct operating expenses incurred in relation to investment property are ₹ 4.13 million for the financial year ended March 31, 2020 as well as March 31, 2019. These
expenses are included in repairs and maintenance under note 21: other operating expenses.
167
The Company has no restrictions on the realizability of its investment properties and has no contractual obligations to purchase, construct or develop investment properties or for
repairs, maintenance and enhancements. Fair value hierarchy disclosures for investment properties have been provided in note 24 on fair value measurement.
The fair market value of the portion of land is computed using the market approach (Sale Comparison Method). The prevalent market rates of comparable property in the vicinity
are considered to estimate the market value of the investment property. To estimate the market rate of land, a local enquiry as well as a market survey has been conducted with
property dealers, brokers, owners of similar property in the surrounding areas and the rates from Joint Sub-Registrars' Office for actual transactions and the ready reckoner rates
have also been considered. Weightages to additional factors like shape, size, location, frontage, access to main road and the demand and supply of similar properties have been
considered while computing the market value of the investment property.
Note 6: Investments in subsidiaries (unquoted) (at cost, unless otherwise stated)
(Amounts in ₹ million)
March 31, March 31,
2020 2019
(i) In wholly owned subsidiaries
Oracle (OFSS) ASP Private Limited
5,170,000 (March 31, 2019 - 5,170,000) equity shares of ₹ 10 each, fully paid-up 46.10 46.10
Provision for diminution in value of investment (5.40) (5.40)
40.70 40.70
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Note 7: Financial assets
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
Non-current
Other financial assets at fair value through profit or loss
Investment in Sarvatra Technologies Private Limited (unquoted) *
242,240 (March 31, 2019 - 242,240) equity shares of ₹ 10 each, fully − −
paid-up
Other financial assets measured at amortized cost
Deposits for premises and others 567.37 622.17
Tax deducted at source paid under protest 809.22 −
1,376.59 622.17
1,376.59 622.17
Current
Derivative instruments at fair value through profit or loss
Derivatives not designated as hedges
Foreign exchange forward contract, net ** − 20.37
− 20.37
Other financial assets measured at amortized cost
Unbilled revenue 1,412.19 1,957.79
Amount receivable from subsidiaries 13.72 11.05
Deposits for premises and others 139.52 40.31
Other receivables and advances 68.38 207.81
Investment in sublease of right-of-use asset 22.21 −
1,656.02 2,216.96
1,656.02 2,237.33
* The Company had made an investment of ₹ 45 million and the same has been fair valued as at the balance sheet date.
** The Company entered into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of trade
receivables; these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
No trade receivables are due from directors or other key managerial personnel of the Company either severally or
jointly with any other person. Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Cash at banks earns interest at floating rates based on the daily bank deposit rates and the daily balances. Time deposits
are placed for varying periods ranging from 7 days to 364 days, depending on the immediate cash requirements of
the Company. The time deposits earn interest at the respective deposit rates.
Changes in liabilities are arising from financing activities is primarily due to repayment of lease liabilities [Refer note
28 - Leases].
171
Note 11: Equity share capital
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
Authorized:
100,000,000 (March 31, 2019 - 100,000,000) equity shares of ₹ 5 each 500.00 500.00
Issued, subscribed and fully paid-up:
85,879,298 (March 31, 2019 - 85,779,147) equity shares of ₹ 5 each 429.40 428.90
(a) The Company has only one class of equity shares having a par value of ₹ 5 per share. Each holder of equity
shares is entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the
number of equity shares held by the shareholders.
(b) Details of shareholders holding more than 5% equity shares in the Company
Name and relationship of shareholder: March 31, 2020 March 31, 2019
Oracle Global (Mauritius) Limited, holding company
Number of equity shares 63,051,197 63,051,197
% of equity shares 73.42% 73.50%
As per records of the Company, including its register of shareholders / members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of equity shares.
(c) Reconciliation of equity outstanding at the beginning and at the end of the year
(d) Refer note 29 (b) for details of shares reserved for issue under the employee stock option plan (ESOP) of the
Company.
Share application money pending allotment represents the amount received on exercise of stock options by the
eligible employees under the prevailing ESOP schemes of the Company, on which allotment is yet to be made.
Note: Share application money pending allotment for the year ended March 31, 2020 represents the money received
from employees of the Company towards exercise of 81 OFSS Stock Units (“OSUs”) at the exercise price of ₹ 5 under
Oracle Financial Services Software Limited Stock Plan 2014 (“OFSS Stock Plan 2014”). Each OSUs will entitle one
equity share of ₹ 5 each of the Company.
Share application money pending allotment for the year ended March 31, 2019 represents the money received from
employees of the Company towards exercise of 250 stock options at the exercise price of ₹ 1,930 under Employee
Stock Option Plan 2011 Scheme (“Scheme 2011”) and 299 OFSS Stock Units (“OSUs”) at the exercise price of ₹ 5
under Oracle Financial Services Software Limited Stock Plan 2014 (“OFSS Stock Plan 2014”). Each stock option and
OSUs will entitle one equity share of ₹ 5 each of the Company.
Securities premium
Securities premium represents amount received in excess of face value on issue of shares by the Company. It also
includes transfer of stock compensation related to options exercised from employee stock options outstanding (other
equity). The securities premium will be utilized in accordance with the provisions of the Act.
General reserve
General reserve represents the amount of profits appropriated by the Company.
Selected employees of the Company also receive remuneration in the form of share-based payments under stock
option program of the Company. Employee stock options outstanding represents the fair value of equity-settled
transactions, calculated at the date when the grant is made using an appropriate valuation model and recognized over
the period in which the performance and/or service conditions are fulfilled.
Oracle Corporation, the Ultimate Holding Company of Oracle Financial Services Software Limited has extended its
stock option program to selected employees of the Company’s overseas branches. Contribution from Ultimate Holding
Company represents the fair value of equity-settled transactions; calculated at the date when the grant is made using
an appropriate valuation model and recognized over the period in which the performance and/or service conditions
are fulfilled.
Oracle Corporation has also extended its Employee Stock Purchase Plan (ESPP) to employees of the Company. Under
the plan, the employees are eligible to purchase the shares of Oracle Corporation at discounted price. The discount
amount on the shares purchased during the year by employees is treated as Contribution from Ultimate Holding
Company.
Retained earnings
Retained earnings represents the undistributed earnings, net of amounts transferred to general reserve; if any.
Note: The Board of Directors have declared an interim dividend on May 8, 2020 of ₹ 180 per equity share for the year
ended March 31, 2020. This would result in a cash outflow of approximately ₹ 15,458.97 million.
Other comprehensive income represents the exchange differences arising on translation of foreign branches and the
remeasurements of the defined benefit gratuity plan; comprising of actuarial gains and losses on its net liabilities /
assets.
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Note 13: Financial liabilities
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
(a) Trade Payables measured at amortized cost
Current
- Payable to micro and small enterprises* 2.58 3.04
- Payable to others 263.00 420.05
265.58 423.09
(b) Other financial liabilities
Current
Derivative instruments at fair value through profit or loss
Derivatives not designated as hedges
Foreign exchange forward contract, net** 62.44 −
62.44 −
Other financial liabilities measured at amortized cost
Amount due to subsidiaries 245.96 275.62
Accrued expenses 768.06 814.65
Accrued compensation to employees 384.27 504.27
Capital creditors 35.82 144.70
Unpaid dividends*** 80.55 116.63
1,514.66 1,855.87
1,577.10 1,855.87
*The identification of Micro and Small Enterprises is based on Management's knowledge of their status.
Dues to micro and small enterprises - As per Micro, Small and Medium Enterprises Development Act, 2006
('MSMED' Act)
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
- Principal amount remaining unpaid to any supplier as at the end of the 2.58 3.04
year.
- Amount of interest due remaining unpaid to any supplier as at the end − −
of the year.
- Amount of interest paid under MSMED Act, 2006 along with the − −
amounts of the payment made to the supplier beyond the appointed
day during the year.
- Amount of interest due and payable for the period of delay in making − −
payment (where the principal has been paid but interest under the
MSMED Act, 2006 not paid).
- Amount of interest accrued and remaining unpaid at the end of year. − −
- Amount of further interest remaining due and payable even in the − −
succeeding year.
2.58 3.04
**The Company entered into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of trade
receivables; these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
***There is no amount due and outstanding as at balance sheet date to be credited to the Investor Education and Protection Fund.
- Trade payables are non-interest bearing and are normally settled on 30-day terms
Deferred tax charge for the year ended March 31, 2020 and March 31, 2019 relates to origination and reversal
of temporary differences.
175
(b) Reconciliation of tax expense and accounting profit for the year ended March 31, 2020 and March 31, 2019:
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Profit before tax 20,085.79 19,864.15
Enacted tax rates in India 25.168% 34.944%
Computed expected tax expenses 5,055.19 6,941.33
Tax effect
of earlier years (627.04) 45.34
on undistributed profits (542.92) 124.98
on non-deductible expenses for tax purpose 54.14 194.20
on weighted deduction for tax purpose − (454.48)
overseas taxes 145.38 179.42
effect of rate change 268.18 −
others (93.70) 8.66
Income tax expense reported in statement of profit and loss 4,259.23 7,039.45
The Company has exercised the option permitted under Section 115BAA of the Indian Income Tax Act, 1961
as introduced by The Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized
provision for income tax and re-measured its deferred tax asset at the rate prescribed in the said section.
Impact of this change has been recognized in the statement of profit and loss account for the year ended
March 31, 2020.
(c) The tax effect of significant temporary differences that resulted in deferred tax asset are as follows:
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
Deferred tax assets
Difference between book and tax depreciation 87.86 69.79
Provision for compensated absence 183.26 247.49
Provision for gratuity 306.17 379.18
Impairment loss on financial assets 75.71 154.91
Tax on undistributed profits − (542.92)
Other timing differences 87.39 107.22
740.39 415.67
Deferred tax asset and deferred tax liabilities have been offset wherever the Company has a legally enforceable
right to set off current tax assets against current tax liabilities.
Upon adoption of the Appendix C on “Uncertainty over Income-tax Treatments” of Ind AS 12, Income Taxes,
the Company has reassessed during the year ended March 31, 2020 its estimate of uncertain income-tax
position. Based on its reassessment, during the year ended March 31, 2020, the Company has recorded net tax
expense of ₹ 57.46 million, which includes charge of ₹ 103.90 million pertaining to earlier years and credit of
₹ 46.44 million for the current year. Consequent to the tax expense, during the year ended March 31, 2020, the
Company has recognized the related interest expense of ₹ 16.48 million, including ₹ 8.24 million pertaining to
earlier years, which has been disclosed as part of finance cost in the statement of profit and loss.
The current tax expense for the year ended March 31, 2020 of ₹ 4,560.70 million includes the income tax
expense of ₹ 57.46 million and reversals of income tax provisions of ₹ 720.27 million arising on account of
reassessment as mentioned above, thereby having a resultant impact of net tax credit of ₹ 662.81 million in the
year ended March 31, 2020.
177
Note 21: Finance cost
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Interest on lease liability 63.70 −
Interest on income tax 16.48 −
80.18 −
Note 23: Reconciliation of basic and diluted equity shares used in computing earnings per share
(Number of equity shares)
Year ended Year ended
March 31, 2020 March 31, 2019
Weighted average shares outstanding for basic earnings per share 85,831,129 85,631,940
Add: Effect of dilutive component of stock options 362,046 436,875
Weighted average shares outstanding for diluted earnings per share 86,193,175 86,068,815
Fair value measurement hierarchy for assets and liabilities as at March 31, 2019:
(Amounts in ₹ million)
Fair value measurement using
Date of Total Quoted prices Significant Significant
valuation in active observable unobservable
markets (Level1) inputs (Level 2) inputs (Level 3)
Assets for which fair values are disclosed:
Investment property [Refer note 5] March 245.00 ‒ 245.00 ‒
31, 2019
The following methods and assumptions are used to estimate the fair values:
The Company enters into derivative financial instruments with various banks. Foreign exchange forward contracts
are valued using valuation techniques, which employ the use market observable inputs. The most frequently applied
valuation techniques include forward pricing using present value calculations. The models incorporate various inputs
including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective
currencies, currency basis spreads between the respective currencies.
There have been no transfers between Level 1 and Level 2 during the periods March 31, 2020 and March 31, 2019.
Note 25: Estimation of uncertainties relating to the global health pandemic from COVID-19
The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the
carrying value of trade receivables, unbilled receivables, contract assets and investment in subsidiaries, which are not
significant to the standalone financial statements for the year ended March 31, 2020. In assessing the recoverability of
these assets, the Company has used internal and external sources of information up to the date of approval of these
standalone financial statements, and based on current estimates, expects the net carrying amount of these assets
will be recovered. The impact on account of COVID-19 on the Company’s financial statements may differ from that
estimated as at the date of approval of these standalone financial statements. The Company will continue to monitor
any material impact due to changes in future economic conditions.
179
Note 26: Significant accounting judgements, estimates and assumptions
The preparation of the Company’s standalone financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future
periods.
The key assumptions and estimate at the reporting date that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities are described below. These assumptions and estimates are based
on available parameters as on the date of preparation of standalone financial statements. These assumptions and
estimates, however, may change due to market changes or circumstances arising that are beyond the control of the
Company.
(i) Leases
The Company has entered into commercial property leases for its offices. Further, the Company has also adopted
Ind AS 116 ‘Leases’ with effect from April 1, 2019 using the modified retrospective method.
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116.
Identification of a lease requires significant judgment. The Company uses significant judgement in assessing
the lease term and the applicable discount rate. The Company has lease contracts which include extension
and termination option and this requires exercise of judgement by the Company in evaluating whether it is
reasonably certain whether or not to exercise the option to renew or terminate the lease. The discount rate is
generally based on the incremental borrowing rate specific to the lease period.
(ii) Fair value of investment property
As per the Ind AS, the Company is required to disclose the fair value of the investment property.
Accordingly, the Company has engaged an independent valuation specialist to assess the fair values of investment
property as at March 31, 2020 and March 31, 2019. The investment property was valued by reference to
market-based evidence, using comparable prices adjusted for specific market factors such as nature, location
and condition of the investment property. The key assumptions used to determine fair value of the investment
property and sensitivity analysis are provided in note 5.
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal
calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar
assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation
is based on a DCF model. The cash flows are derived from the projections for the next five years and do not
include restructuring activities that the Company is not yet committed to or significant future investments
that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the
discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for
extrapolation purposes.
The Company measures share-based payments and transactions at fair value and recognizes over the vesting
period using Black Scholes valuation model. Estimating fair value for share-based payment transactions requires
determination of the most appropriate valuation model, which is dependent on the terms and conditions of the
grant. This estimate also requires determination of the most appropriate inputs to the valuation model including
the expected life of the share option, volatility and dividend yield and making assumptions about them. The
assumptions and model used for estimating fair value for share-based payment transactions are disclosed in
note 29 (b).
(v) Taxes
Income tax expense comprises current tax expense and the net changes in the deferred tax asset or liability
during the year. Significant judgements are involved in determining the provision for income taxes, including
amount expected to be paid/recovered for uncertain tax positions, including disclosures thereof. Also refer note
2.3 (f), note 16 and note 39.
The cost of the defined benefit gratuity plan and other post-employment retirement benefits and the present
value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality
tables tend to change only at interval in response to demographic changes. Future salary increases is based on
expected future inflation rates for the respective countries. Further details about gratuity obligations are given in
note 30.
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques including the
DCF model. The inputs to these models are taken from observable markets where possible, but where this is
not feasible, a degree of judgment is required in establishing fair values. Judgements include considerations of
inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the
reported fair value of financial instruments. See note 24 for further disclosures.
The Company assesses the products / services promised in a contract and identifies distinct performance
obligations in the contract. Identification of distinct performance obligation involves judgement to determine the
deliverables. The Company exercises judgement in determining whether the performance obligation is satisfied
at a point in time or over a period of time.
In determining the transaction price for the contract, judgement is required to assess if the consideration is
fixed or is considered variable and whether there is any constraint on such variable consideration such as
volume discounts, service level credits and price concessions. The Company uses judgement to determine an
appropriate standalone selling price for each performance obligation and allocates the transaction price to each
performance obligation on the basis of the relative standalone selling price of each distinct product or service
promised in the contract except for sale of software licenses, where the Company uses a residual approach for
estimating the standalone selling price of software license as the pricing is highly variable.
Contract fulfilment costs are generally expensed as incurred except for certain contract costs which meet the
criteria for capitalization. Such costs are amortized over the benefit period. The assessment of this criteria
requires the application of judgement.
181
Note 28: Leases
Where Company is lessee
The changes in the carrying values of right-of-use asset for the year ended March 31, 2020 are given in note 4.
Set out below are the carrying amounts of lease labilities and the movement during the year ended March 31, 2020:
(Amounts in ₹ million)
Particulars
As at April 01, 2019 −
Adjustment on adoption of Ind AS 116 'Leases' 806.68
Modifications (6.64)
Interest on lease liability 63.70
Repayments (325.21)
Exchange impact 14.07
As at March 31, 2020 552.60
Current 269.35
Non-Current 283.25
Total 552.60
The maturity analysis of undiscounted lease liabilities as at March 31, 2020 are as follows:
(Amounts in ₹ million)
Particulars
Less than 1 year 308.84
1 to 5 years 342.13
More than 5 years −
Total 650.97
The following amounts are recognized in the statement of profit and loss for the year ended March 31, 2020:
(Amounts in ₹ million)
Particulars
Depreciation expenses on right-of-use asset 293.11
Interest expense on lease liability 63.70
Expense relating to short-term leases and other service charges (included in other operating 57.78
expenses as rent)
Total 414.59
Interest income from subleasing right-of-use asset (3.27)
Total 411.32
The Company had total cash outflows for leases of ₹ 261.51 million (excluding interest) for the year ended
March 31, 2020. The Company did not have any non-cash additions to right-of-use assets and lease liabilities for the
year ended March 31, 2020. Further, there are no future cash outflows relating to leases that have not yet commenced.
Future income receivable from subleasing of right-of-use asset as at March 31, 2020 is as follows:
(Amounts in ₹ million)
Particulars
Less than 1 year 22.89
1 to 5 years −
More than 5 years −
Total 22.89
Unearned finance income (0.68)
Investment in sublease of right-of-use asset 22.21
No allocation of shares to the employees have been made through the Trust since 2005 and all selected employees
under the Trust have exercised their right of purchase of shares prior to March 31, 2014. In this regard, the Trustee
Company had filed a petition in the Honorable 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 Honorable Bombay High Court dated August 1, 2016, the trust funds would be utilized for the
benefit of the employees. Accordingly, during the year ended March 31, 2020 the trust has incurred an expenditure
of ₹ 48.59 million (March 31, 2019 - ₹ 10.89 million) towards welfare of employees of the Company.
As at March 31, 2020, the Trust is not holding any equity shares (March 31, 2019 - 27,160 equity shares) of the
Company.
Pursuant to ESOP scheme approved by the shareholders of the Company on August 14, 2001, the Board of Directors,
on March 4, 2002 approved the 2002 Employees Stock Option Scheme (“Scheme 2002”) for issue of 4,753,600
options to the employees and directors of the Company and its subsidiaries. According to the Scheme 2002, the
Company has granted 4,548,920 options prior to the IPO and 619,000 options at various dates after IPO (including
the grants of options out of options forfeited earlier). On August 25, 2010, the Board of Directors approved the
Employees Stock Option Plan 2010 Scheme (“Scheme 2010”) for issue of 618,000 options to the employees and
directors of the Company and its subsidiaries. According to the Scheme 2010, the Company has granted 638,000
options (including the grants of options out of options forfeited earlier).
Pursuant to ESOP scheme approved by the shareholders of the Company in their meeting held on August 18, 2011,
the Board of Directors approved the Employees Stock Option Plan 2011 Scheme (“Scheme 2011”). Accordingly, the
Company has granted 1,950,500 options under the Scheme 2011. Nomination and Remuneration Committee in their
meeting held on August 7, 2014 approved Oracle Financial Services Software Limited Stock Plan 2014 (“OFSS Stock
Plan 2014”). Accordingly, the Company granted 178,245 Stock Options and 854,453 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 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 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 exercise period of 10 years from the date of grant. The employee
pays the exercise price upon exercise of options / OSUs.
183
A summary of the activity in the Company’s ESOP (Scheme 2010) is as follows:
Year ended March 31, 2020 Year ended March 31, 2019
Shares arising Weighted Shares arising Weighted
from options average from options average
exercise price exercise price
(₹) (₹)
Outstanding at beginning of year 37,065 2,050 41,485 2,050
Granted − − − −
Exercised (3,230) 2,050 (3,120) 2,050
Forfeited − − (1,300) 2,050
Outstanding at end of the year 33,835 2,050 37,065 2,050
Vested options 33,835 37,065
Unvested options − −
A summary of the activity in the Company’s ESOP (OFSS Stock Plan 2014) is as follows:
Year ended March 31, 2020 Year ended March 31, 2019
Shares arising Weighted Shares arising Weighted
from Stock average from Stock average
Options and exercise price Options and exercise price
OSUs (₹) OSUs (₹)
Outstanding at beginning of year 554,572 878 560,669 863
Granted 142,250 5 137,669 381
Exercised (82,839) 15 (117,576) 103
Forfeited (18,809) 609 (26,190) 1,412
Outstanding at end of the year 595,174 798 554,572 878
Vested options and OSUs 252,203 192,454
Unvested options and OSUs 342,971 362,118
During the year ended March 31, 2020, the Company has granted 142,250 OSUs at an exercise price of ₹ 5
(March 31, 2019 -12,450 stock options and 125,219 OSUs at an exercise price of ₹ 4,158 and ₹ 5 respectively) under
OFSS Stock Plan 2014.
The weighted average share price for the year over which stock options / OSUs were exercised was ₹ 3,001
(March 31, 2019 - ₹ 3,960).
The details of options / OSUs unvested and options / OSUs vested and exercisable as on March 31, 2019 are as follows:
Stock Options / OSUs granted during the financial year ended March 31, 2020:
The weighted average fair value of stock options / OSUs granted during the year was ₹ 3,168 (March 31, 2019 -
₹ 3,868).
185
The Black Scholes valuation model has been used for computing the above weighted average fair value of Stock
Options / OSUs granted considering the following inputs:
The expected volatility was determined based on historical volatility data; historical volatility includes early years of the
Company’s life; the Company expects the volatility of its share price to reduce as it matures.
During year ended March 31, 2020 and 2019, the Company contributed following amounts to defined contributions
plans:
(Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Provident fund 372.92 331.70
Superannuation fund 114.15 114.65
487.07 446.35
The amounts recognized in the statement of profit and loss for the year ended March 31, 2020 and 2019 are as
follows:
(Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Current service cost 136.29 132.45
Past service cost − −
Interest cost, net 74.74 69.56
Total included in employee benefit expenses 211.03 202.01
Changes in present value of defined benefit obligation representing reconciliation of opening and closing balances
thereof are as follows:
(Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Defined benefit obligation at beginning of the year 1,086.48 1,003.39
Current service cost 136.29 132.45
Past service cost − −
Interest cost 74.78 69.89
Effect of exchange rate changes 17.73 −
Benefits paid (118.09) (77.06)
Re-measurements
- Due to change in demographic assumptions 6.64 −
- Due to changes in financial assumptions 101.99 (6.48)
- Due to change in experience adjustments (16.35) (35.71)
Defined benefit obligation at end of the year 1,289.47 1,086.48
Changes in the fair value of plan assets representing reconciliation of opening and closing balances thereof are as follows:
(Amounts in ₹ million)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Fair value of plan assets at beginning of the year 1.38 5.16
Interest income 0.04 0.33
(Return) on plan assets (excl. interest income) (0.08) (2.32)
Contribution by employer 104.50 66.67
Benefits paid (102.86) (68.46)
Fair value of plan assets at end of the year 2.98 1.38
187
The assumptions used in accounting for the gratuity plan are set out as below:
Particulars March 31, 2020 March 31, 2019
Discount rate 3.05% - 6.70% 3.90% - 7.80%
Expected return on plan assets 6.70% 7.80%
Salary escalation rate 2.00% - 8.00% 2.00% - 8.00%
Weighted average duration (years) 8 – 12 8 – 15
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotions
and other relevant factors such as supply and demand in the employment market.
The Company evaluates these assumptions annually based on its long-term plans of growth and industry standards.
The discount rates are based on current market yields on government bonds consistent with the currency and
estimated term of the post employment benefits obligations. Plan assets are administered by LIC. The expected rate
of return on plan assets is based on the expected average long term rate of return on investments of the fund during
the terms of the obligation.
The Company’s contribution to the fund for the year ending March 31, 2021 is expected to be ₹ 122.92 million
(March 31, 2020 - ₹ 113.25 million).
A quantitative sensitivity analysis for significant assumptions on defined benefit obligation as at March 31, 2020 and
March 31, 2019 is as shown below:
(Amounts in ₹ million)
Particulars Sensitivity Year ended Year ended
level March 31, 2020 March 31, 2019
Financial assumptions
Discount rate - 0.5% 1,342.32 1,129.39
+ 0.5% 1,240.14 1,046.37
Salary escalation rate - 0.5% 1,246.36 1,049.21
+ 0.5% 1,334.64 1,125.41
Demographic assumptions
Withdrawal rate - 1% 1,293.57 1,083.37
+ 1% 1,285.68 1,089.11
Foreign currency risk is the risk that the fair value or future cash flows of monetary items will fluctuate because of
changes in foreign exchange rates. This may have potential impact on the statement of profit and loss and other
components of equity, where monetary items are denominated in a foreign currency, which are different from
functional currency in which they are measured. As at the balance sheet date, the Company’s net foreign currency
exposure expressed in INR that is not hedged is ₹ 1,674.93 million (March 31, 2019 - ₹ 2,750.14 million).
The Company manages its foreign currency risk by hedging the receivables in the major currencies (USD, EUR, AUD,
GBP and JPY) using hedging instrument as forward contracts. The period of the forward contracts is determined by
the expected collection period for invoices which currently ranges between 30 to 120 days.
Below table demonstrates sensitivity impact on Company’s profit after tax and total equity due to change in foreign
exchange rates of currencies where it has significant exposure:
(Amounts in ₹ million)
Currency March 31, 2020 March 31, 2019
+1% -1% +1% -1%
USD 30.27 (30.27) 22.04 (22.04)
CNY 0.49 (0.49) 6.92 (6.92)
JPY 3.07 (3.07) 3.58 (3.58)
EUR 5.60 (5.60) 1.25 (1.25)
AUD 3.01 (3.01) 3.53 (3.53)
The above sensitivity impact gain (loss) is due to every percentage point appreciation or depreciation in the exchange
rate of respective currencies, with all other variables held constant. Sensitivity impact is computed based on change
in value of monetary assets and liabilities denominated in above respective currency, where the functional currency of
the entity is a currency other than above respective currency and entities with functional currency as above respective
currency where transactions are in foreign currencies. The Company’s exposure to foreign currency changes for all
other currencies is not material.
The table below summarizes the maturity profile of the Company’s financial liabilities.
(Amounts in ₹ million)
Particulars Less than 1 year More than 1 year Total
As at March 31, 2020
Lease liability 269.35 283.25 552.60
Trade payables 265.58 − 265.58
Foreign exchange forward contract, net 62.44 − 62.44
Amount due to subsidiaries 245.96 − 245.96
Accrued expenses 768.06 − 768.06
Accrued compensation to employees 384.27 − 384.27
Capital creditors 35.82 − 35.82
Unpaid dividends 80.55 − 80.55
2,112.03 283.25 2,395.28
189
(Amounts in ₹ million)
Particulars Less than 1 year More than 1 year Total
As at March 31, 2019
Trade payables 423.09 − 423.09
Amount due to subsidiaries 275.62 − 275.62
Accrued expenses 814.65 − 814.65
Accrued compensation to employees 504.27 − 504.27
Capital creditors 144.70 − 144.70
Unpaid dividends 116.63 − 116.63
2,278.96 − 2,278.96
The Company has sufficient funds in cash and cash equivalents and other bank balances to meet obligations towards
financial liabilities.
Customer credit risk is managed in line with the established policy, procedures and control relating to customer credit
risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual
credit limits are defined in accordance with this assessment.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a
large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.
The calculation is based on regional historical data. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of financial assets disclosed in note 7.
Credit risk from balances with banks is managed by the Company’s treasury department in accordance with the
Company’s policy. Investments of surplus funds are made only with existing Bankers and within credit limits assigned
to each banker.
Company follows a conservative philosophy and aims to invest surplus funds in India only in time deposits with
well-known and highly rated banks. The duration of such time deposits will not exceed 364 days. The Company, on
quarterly basis, monitors the credit ratings and total deposit balances of each of its bankers. Further limits are set to
minimize the concentration of risks and therefore mitigate financial loss of any potential failure to repay deposits.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and
other financial requirements.
(Amounts in million)
Particulars March 31, 2020 March 31, 2019
Forward contracts - Sell in US Dollar USD 37.76 USD 37.76
Forward contracts - Sell in AU Dollar AUD 6.30 AUD 3.87
Forward contracts - Sell in Euro EUR 5.80 EUR 1.75
Forward contracts - Sell in JPY JPY 339.00 JPY 287.00
Forward contracts - Sell in GBP GBP 0.70 Nil
(ii) Related parties with whom transactions have taken place during the year
191
Relationship Names of related parties
Fellow Subsidiaries (continued) Oracle India Private Limited
Oracle East Central Europe Limited
Oracle Systems Hong Kong Limited
Oracle Corporation UK Limited
Oracle (Philippines) Corporation
Oracle do Brasil Sistemas Limitada
Oracle Corporation Malaysia Sdn. Bhd.
Oracle Systems Limited
Oracle Corporation Singapore Pte. Ltd.
Oracle East Central Europe Services BV
Oracle Corporation Australia Pty. Limited
Oracle Solution Services (India) Private Ltd.
Oracle Corporation (Thailand) Company Limited
Oracle Portugal - Sistemas de Informação Lda.
Oracle Corporation (South Africa) (Pty) Limited
Oracle Research & Development Center, Beijing, Ltd.
Oracle Research & Development Center, Shenzhen, Ltd.
Oracle Technology Systems (Kenya) Limited
Oracle de Mexico, S.A. de C.V.
Oracle New Zealand
PT Oracle Indonesia
Oracle (China) Software Systems Co. Ltd.
Oracle Colombia Limitada
Oracle Belgium B.V.B.A/SPRL
Systemas Oracle de Chile, SA
Oracle Korea Ltd.
Oracle Slovensko Spor s.r.o.
(iv) Key Managerial Personnel ('KMP') Chaitanya Kamat - Managing Director and Chief Executive Officer
Makarand Padalkar - Whole-time Director & Chief Financial Officer
(Whole-time Director from May 9, 2019)
Onkarnath Banerjee - Company Secretary & Compliance Officer
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Revenue
Fellow subsidiaries
Oracle America, Inc. 630.32 559.25 121.46 83.48
Oracle Corporation (South Africa) (Pty) 537.25 700.93 62.99 18.54
Limited
Oracle India Private Limited 419.01 478.63 50.87 202.56
Oracle Egypt Ltd. 482.62 1,291.06 96.53 322.08
Oracle Systems Limited 6.69 224.04 (0.05) 5.87
Oracle Portugal - Sistemas de Informação (8.76) 8.84 (9.37) −
Lda.
Oracle do Brasil Sistemas Limitada (0.39) 39.60 (5.34) 41.47
Subsidiaries
Oracle Financial Services Software B.V. 10,872.86 9,574.13 432.16 85.92
Oracle Financial Services Software, Inc. 8,568.36 9,099.24 279.13 364.84
Oracle Financial Services Software Pte. Ltd. 8,216.20 8,587.28 1,929.65 1,450.82
Oracle Financial Services Software (Shanghai) 79.00 111.14 34.91 1,214.16
Limited
Oracle Financial Services Software Chile 248.62 191.32 135.63 112.42
Limitada
Oracle (OFSS) Processing Services Limited 33.40 11.30 2.40 −
Unbilled revenue
Fellow Subsidiaries
Oracle America, Inc. − − 51.46 36.02
Oracle Corporation (South Africa) (Pty) − − 42.01 63.40
Limited
Oracle do Brasil Sistemas Limitada − − 0.61 1.30
Oracle India Private Limited − − 10.72 102.64
Oracle Systems Limited − − − (1.42)
Oracle Egypt Ltd. − − 19.99 195.21
Subsidiaries
Oracle Financial Services Software B.V. − − 736.13 594.77
Oracle Financial Services Software, Inc. − − 497.41 248.50
Oracle Financial Services Software Pte. Ltd. − − 577.26 783.61
Oracle Financial Services Software (Shanghai) − − 23.81 26.79
Limited
Oracle Financial Services Software Chile − − (1.62) (8.01)
Limitada
Oracle (OFSS) Processing Services Limited − − 7.82 11.24
193
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Deferred revenue
Fellow Subsidiaries
Oracle India Private Limited − − − (0.41)
Oracle Systems Limited − − (20.21) −
Oracle Egypt Ltd. − − − (20.19)
Bad debts
Fellow Subsidiaries
Oracle Corporation (South Africa) (Pty) − 0.88 − −
Limited
Oracle America, Inc. − 0.01 − −
Oracle India Private Limited − (1.90) − −
Oracle Egypt Ltd. − 715.30 − −
Oracle Technology Systems (Kenya) Limited − (2.64) − −
Oracle Systems Limited − (7.22) − −
Oracle Portugal - Sistemas de Informação − 0.05 − −
Lda.
Subsidiaries
Oracle Financial Services Software, Inc. 23.57 30.27 − −
Oracle Financial Services Software Pte. Ltd. 1.15 3.76 − −
Oracle Financial Services Software B.V. 35.41 80.15 − −
Oracle Financial Services Software (Shanghai) − (1.52) − −
Limited
Impairment allowance
Fellow Subsidiaries
Oracle America, Inc. (0.01) (0.15) (0.05) (0.06)
Oracle Egypt Ltd. (50.76) (620.38) (5.66) (56.42)
Oracle Corporation (South Africa) (Pty) (0.83) (7.35) (5.99) (6.82)
Limited
Oracle Systems Limited (0.01) 0.08 − (0.01)
Oracle India Private Limited (1.17) 2.90 − (1.17)
Oracle do Brasil Sistemas Limitada (4.94) 4.94 − (4.94)
Oracle Technology Systems (Kenya) Limited − 1.02 − −
Subsidiaries
Oracle Financial Services Software B.V. 49.51 (20.67) (147.07) (97.56)
Oracle Financial Services Software, Inc. (13.67) 17.95 (31.04) (44.71)
Oracle Financial Services Software Pte. Ltd. 27.08 9.22 (59.84) (32.76)
Oracle Financial Services Software (Shanghai) (2.57) (0.33) (0.00) (2.57)
Limited
Oracle Financial Services Software Chile 6.34 0.63 (10.16) (3.82)
Limitada
195
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Oracle de Mexico, S.A. de C.V. − 31.75 − (26.87)
Oracle Canada ULC − 0.25 − (0.26)
Oracle Corporation UK Limited − 2.31 (2.29) (2.35)
Oracle America, Inc. 91.55 145.06 (117.92) (144.92)
Oracle do Brasil Sistemas Limitada 0.13 1.38 (1.50) (1.38)
Oracle East Central Europe Services BV 0.04 0.43 (0.47) (0.43)
Oracle Taiwan LLC 1.67 − − −
Oracle Corporation Australia Pty. Limited 0.34 − (0.29) −
Subsidiaries
Oracle Financial Services Software B.V. 19.95 29.51 (4.51) (22.15)
Oracle Financial Services Software, Inc. 97.18 193.01 (99.11) (83.18)
Oracle Financial Services Software Pte. Ltd. 35.11 51.16 (4.61) (37.79)
Oracle (OFSS) Processing Services Limited 306.25 295.12 (164.88) (51.93)
Oracle (OFSS) BPO Services Limited 35.38 − (12.44) −
Oracle Financial Services Software (Shanghai) 0.01 − − −
Limited
Commission
Independent Directors 15.65 10.14 (1.49) (0.32)
Other expenses
Fellow Subsidiaries
Oracle America, Inc. 3.70 (0.82) (3.79) −
Oracle Corporation UK Limited 0.14 (4.36) (0.15) −
Oracle India Private Limited 13.85 (2.06) (2.71) (12.00)
Oracle Corporation Singapore Pte. Ltd. 0.72 (0.28) (0.67) −
Investments
Subsidiaries
Oracle Financial Services Software B.V. 1.15 5.72 809.37 808.22
Oracle Financial Services Software Pte. Ltd. 2.86 14.54 131.49 128.63
Oracle Financial Services Software America, 1.49 11.28 6,415.69 6,414.20
Inc.
Oracle Financial Services Software (Shanghai) (0.05) 0.24 46.04 46.09
Limited
197
(Amounts in ₹ million)
Particulars Transaction Amount receivable (payable)
Year ended Year ended As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Oracle Financial Services Software Chile 0.36 0.62 80.76 80.40
Limitada
ISP Internet Mauritius Company 5.24 6.16 333.75 328.51
Sotas Inc. 20.28 − − −
Mantas India Private Limited − − 20.28 −
Oracle (OFSS) ASP Private Limited − − 46.10 46.10
Oracle (OFSS) Processing Services Limited − − 13.00 13.00
Note (i): Remuneration includes salary, bonus and perquisites. During the year, 52,250 OSUs under OFSS Stock Plan
2014 (March 31, 2019 - 31,750 OSUs under OFSS Stock Plan 2014) were granted to KMP.
Note (ii): Terms and conditions of transactions with related parties:
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length
transactions. Outstanding balances at year end are unsecured and interest free (except loan to step-down subsidiary
company) and settlement occurs in cash.
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Product licenses and related activities 28,347.56 28,942.18
IT solutions and consulting services 3,576.72 3,900.84
Miscellaneous income 8.19 2.48
31,932.47 32,845.50
*Excludes revenue from operations of foreign branches.
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Employee benefit expenses 1,068.95 1,177.71
Travel related expenses 107.18 130.59
Professional fees 771.71 798.12
Other operating expenses 20.68 85.24
Foreign taxes 105.87 470.38
2,074.39 2,662.04
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
As auditor
Audit fees 8.20 5.78
Limited review 6.02 4.96
Tax audit 1.36 0.65
Certifications 1.07 1.52
Out-of-pocket expenses 0.31 0.12
16.96 13.03
199
Note 41: Other operating expenses for the year ended March 31, 2019 include ₹ 209.47 million towards provision
for diminution in value of investment along with provision for loss in fair value of loan given to ISP Internet Mauritius
Company and reversal of provision for diminution in value of investment in Oracle (OFSS) ASP Private Limited for
₹ 40.70 million.
During the year ended March 31, 2020, the Company has disbursed an amount of ₹ 106.00 million under the said
loan agreement. The interest accrued to the extent of loan drawn has been paid by the borrower. The maximum
amount of loan outstanding during the year ended March 31, 2020 is ₹ 106.00 million.
The table below presents disaggregated revenues from contracts with customers by geography, streams and type of
contract for each of our business segments.
(b) During the year ended March 31, 2020, the Company recognized revenue of ₹ 818.84 million (March 31, 2019
- ₹ 613.54 million) from opening deferred revenue as of April 1, 2018.
(c) During the year ended March 31, 2020, the Company recognized revenue of ₹ 67.20 million (March 31, 2019
- ₹ 725.31 million) from performance obligations satisfied prior to April 1, 2018.
(d) Change in contract assets and contract liabilities are on account of transactions undertaken in the normal course
of business. In accordance with Ind AS 115, unbilled revenue of ₹ 1,165.28 million as at March 31, 2020
(March 31, 2019 - ₹ 702.08 million) has been classified as other current asset.
(e) Reconciliation of revenue recognized with contract price for the year
(Amounts in ₹ million)
March 31, 2020 March 31, 2019
Revenue as per contracted price 35,290.13 35,951.64
Reduction towards discounts (35.05) (142.67)
Revenue from operations 35,255.08 35,808.97
The Company recognizes incremental costs of obtaining a contract with customers as an asset and discloses them
under "other assets" as deferred contract costs in the Standalone financial statements. Incremental costs of obtaining
contracts are those costs that the Company incurs to obtain a contract with the customer that would not have been
incurred if the contract had not been obtained. Such deferred contract costs assets are amortized over the benefit
period.
201
The Company has amortized deferred contract cost of ₹ 17.52 million for the year ended March 31, 2020
(March 31, 2019 - ₹ 18.71 million) and has closing balance of deferred contract cost asset of ₹ 35.53 million as at
March 31, 2020 (March 31, 2019 - ₹ 34.05 million).
(h) Effective April 1, 2018, the Company had adopted Ind AS 115 “Revenue from Contracts with Customers”
retrospectively with the cumulative effect recognized at the date of initial application. The cumulative effect of applying
Ind AS 115 primarily related to capitalization of incremental cost associated with contracts and has been adjusted to
the opening balance of retained earnings resulting in an increase of ₹ 26.26 million, net of tax.
The Company is organized by business segment and geographically. For management purposes the Company is
primarily organized on a worldwide basis into two business segments:
The business segments are the basis on which the Company reports its primary operational information to
management. Product licenses and related activities segment deals with various banking software products. The
related activities include enhancements, implementation and maintenance activities.
IT solutions and consulting services segment offers services spanning the entire lifecycle of applications used by
financial service institutions. The division’s portfolio includes Consulting, Application, Support and Technology
Services that help institutions improve efficiency, optimize costs, meet risk and compliance mandates and implement
IT solutions finely attuned to their business needs.
Revenue is generated through licensing of software products, maintenance fees as well as by providing software
solutions to the customers including consulting services. The income and expenses which are not directly attributable
to a business segment are shown as unallocable income and expenses.
Segment assets include all operating assets used by a segment and consist principally of trade receivables net of
allowances, unbilled revenue, deposits for premises, property, plant and equipment and right-of-use asset. Segment
liabilities primarily includes trade payables, deferred revenues, advance from customer, employee benefit obligations,
lease liability and other liabilities. While most of such assets and liabilities can be directly attributed to individual
segments, the carrying amount of certain assets and liabilities used jointly by two or more segments is allocated to
the segment on a reasonable basis. Assets and liabilities that cannot be allocated between the segments are shown
as part of unallocable assets and liabilities.
Other information
The following table shows the distribution of the Company's sales by geographical market:
Revenue of ₹ 28,018.43 million (March 31, 2019 - ₹ 27,574.41 million) is derived from a single customer in 'Products'
and 'Services' segment.
203
The following table shows the Company's non-current operating assets by geographical market:
Non-current assets for this purpose consist of property, plant and equipment, capital work-in-progress, right-of-use
asset, investment property, income tax assets (net) and other non-current assets.
As per our report of even date For and on behalf of the Board of Directors of
Oracle Financial Services Software Limited
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Cash flows from operating activities
Profit before tax 20,085.79 19,864.15
Adjustments to reconcile profit before tax to cash (used in) provided by
operating activities:
Depreciation and amortization 831.72 501.98
Profit on sale of property, plant and equipment, net (0.23) (0.69)
Employee stock compensation expense 432.01 488.71
Provision for diminution in value of investment in subsidiary company − 168.77
Finance income (1,508.73) (1,173.47)
Effect of exchange rate changes in cash and cash equivalents (82.31) 1.78
Unrealized exchange (gain) loss, net (120.69) (111.21)
Finance cost 80.18 −
Deferred rent − (4.76)
Impairment loss (reversed) on financial assets (147.86) (629.89)
Impairment loss recognized on other financial assets 6.90 3.47
Bad debts 193.11 844.82
Operating Profit before Working Capital changes 19,769.89 19,953.66
205
Statement of cash flow
for the year ended March 31, 2020 (continued)
(Amounts in ₹ million)
Year ended Year ended
March 31, 2020 March 31, 2019
Bank fixed deposits having maturity of more than three months 17,220.00 22,290.54
matured
Bank fixed deposits having maturity of more than three months booked (33,095.00) (19,823.00)
Interest received 1,135.27 996.34
Net cash (used in) provided by investing activities (15,314.23) 2,746.76
As per our report of even date For and on behalf of the Board of Directors of
Oracle Financial Services Software Limited
207
Notice of annual general meeting
NOTICE is hereby given that the Thirty First Annual General Meeting of Oracle Financial Services Software Limited
(“the Company”) will be held on Tuesday, August 18, 2020 at 5:00 p.m. through Video Conferencing (“VC”) / Other
Audio Visual Means (“OAVM”) to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the audited financial statements (including the consolidated financial statements)
of the Company for the financial year ended March 31, 2020 and the Reports of the Board of Directors and
Auditors thereon.
2. To appoint a Director in place of Mr. Harinderjit Singh (DIN: 06628566) who retires by rotation and, being eligible,
offers himself for re-appointment.
3. To appoint a Director in place of Mr. Chaitanya Kamat (DIN: 00969094) who retires by rotation and, being eligible,
offers himself for re-appointment.
4. To confirm the payment of interim dividend of ₹ 180 per equity share already paid, as the final dividend for the
financial year ended March 31, 2020.
Onkarnath Banerjee
Company Secretary and Compliance Officer
Membership no. ACS 8547
Mumbai
June 24, 2020
Registered Office:
Oracle Park, Off Western Express Highway
Goregaon (East), Mumbai 400063
Tel. no. +91 22 6718 3000
Fax no. +91 22 6718 3001
CIN: L72200MH1989PLC053666
Website: www.oracle.com/financialservices
Email: investors-vp-ofss_in_grp@oracle.com
209
i. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum
under Section 103 of the Act.
j. Additional information required as per Regulation 36 of the Listing Regulations and Secretarial Standard on
General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”), in respect of the
Directors seeking re-appointment at the AGM, forms an integral part of the Notice. The Directors have furnished
the requisite declarations and consent for their re-appointment.
k. The recorded transcript of the AGM shall be made available on the website of the Company at www.oracle.com/
financialservices as soon as possible after the AGM is over.
l. Members wishing to claim dividends which remain unclaimed are requested to correspond with Link Intime
India Private Limited, Registrar and Share Transfer Agents of the Company (“RTA”). Members are requested to
note that dividends not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend
Account will, as per Section 124 of the Act, be transferred to the Investor Education and Protection Fund (“IEPF”).
m. The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the
IEPF Authority. The Members are requested to claim their dividends from the Company within the stipulated
timeline. Details of Members whose unclaimed dividends / shares have been transferred to IEPF are available
on the Company’s website: www.oracle.com/financialservices. Members may claim the same by making an
application to the IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.in.
n. Members who hold shares in physical form are requested to notify promptly any change in their addresses,
e-mail address, updates to their bank accounts and other relevant information to the Company’s RTA, having
its office at C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400083, Maharashtra, India, or on their e-mail
address at rnt.helpdesk@linkintime.co.in. Such Members are also requested to consider the option of holding
shares in dematerialized form.
o. Members are requested to address all communications to the RTA of the Company. Members may write to the
RTA or call RTA on +91-22-4918 6000 or e-mail to rnt.helpdesk@linkintime.co.in.
p. In terms of the Regulation 40 of Listing Regulations, securities of listed companies can only be transferred in
dematerialized form with effect from April 1, 2019. Accordingly, Members holding shares in physical form are
advised to dematerialize their shares.
q. Members holding shares in physical form are advised to make nomination(s) in respect of their shareholding in
the Company. Pursuant to Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures)
Rules, 2014, the nomination form (Form No. SH-13) can be downloaded from the website of the RTA:
https://www.linkintime.co.in/client-downloads.html under the section ‘General → Nomination’.
r. Members who hold shares in demat mode are requested to make nomination in respect of their shareholding by
contacting their Depository Participants (“DP”). They should also notify promptly any change in their addresses,
bank particulars and other related information to their respective DP.
s. To support the ‘Green Initiative’, Members who have not yet registered their e-mail addresses are requested to
register the same with their DP, in case the shares are held by them in electronic form and with the RTA, in case
the shares are held by them in physical form.
t. SEBI has mandated submission of Permanent Account Number (“PAN”) by every participant in securities market.
Members holding shares in electronic form are, therefore, required to submit their PAN to their DP with whom
they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN
details to the RTA.
u. Since the AGM will be held through VC / OAVM, the route map is not annexed in this Notice.
v. The instructions for remote e-Voting are as under:
i. In terms of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration)
Rules, 2014, Regulation 44 of the Listing Regulations and Secretarial Standard on General Meetings (SS-2)
issued by the ICSI (each as amended or modified from time to time), the Company is providing facility to its
Members to cast their votes electronically through the electronic voting service facility provided by NSDL
on the items of business set forth in the Notice.
ii. The remote e-voting period commences on Thursday, August 13, 2020 (9:00 a.m. IST) and ends on Monday,
August 17, 2020 (5.00 p.m. IST). During this period, Members holding shares in the Company as on the
close of business hours of Tuesday, August 11, 2020, being the cut-off date fixed for determining voting
rights of Members entitled to participate in the remote e-voting process. During this period, the Members
holding their shares either in physical form or in dematerialized form may cast their votes electronically.
iii. In case of joint holders, the Member whose name appears as the first holder in the Register of Members of
the Company will be entitled to vote at the AGM.
c) For Members holding shares in EVEN Number followed by Folio Number registered with the
physical form company
For example if folio number is 001*** and EVEN is 101456 then user
ID is 101456001***
5. Your password details are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and
cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once you retrieve your ‘initial password’, you need
to enter the ‘initial password’ and the system will force you to change your password.
211
If you are still unable to get the password by aforesaid two options, you can send a request
at evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN,
your name and your registered address.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
9. After you click on the “Login” button, Home page of e-Voting will open.
Details on Step 2 is given below:
How to cast your vote electronically on NSDL e-voting system?
1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then,
click on Active Voting Cycles.
2. After clicking Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are
holding shares and whose voting cycle is in active status.
3. Select “EVEN” of company for which you wish to cast your vote.
4. Now you are ready for e-Voting as the Voting page opens.
5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the number of shares
for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
6. Upon confirmation, the message “Vote cast successfully” will be displayed.
7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
w. Instructions for Members for e-voting during the AGM are as under:
1. The procedure for e-Voting during the AGM is same as the instructions mentioned above for remote
e-voting.
2. Only those Members who will be present in the AGM through VC / OAVM facility and have not casted their
vote through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through
e-Voting system during the AGM.
3. Members who have voted through remote e-Voting will be eligible to attend the AGM. However, they will
not be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting
on the day of the AGM shall be the same person mentioned for remote e-voting.
General Guidelines for shareholders:
1. It is strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful
attempts to key in the correct password. In such an event, you will need to go through the “Forgot User
Details / Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset
the password.
2. In case of any queries with the use of technology, you may refer the Frequently Asked Questions (FAQs)
for Shareholders and e-voting user manual for Shareholders available at the download section of
www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in.
3. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, count the votes cast at the AGM
and thereafter unblock the votes cast through remote e-Voting in the presence of at least two witnesses
not in employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the
total votes cast in favor of or against, if any, not later than three days after the conclusion of the AGM to the
Chairperson of the Company. The Chairperson, or any other person authorized by the Chairperson, shall
declare the result of the voting forthwith.
4. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website
www.oracle.com/financialservices and on the website of NSDL at https://www.evoting.nsdl.com , after the
result is declared by the Chairperson, and the same shall be communicated to BSE Limited and National Stock
Exchange of India Limited, where the equity shares of the Company are listed.
5. It is recommended that Members use internet with a good speed to avoid any disturbance during the AGM.
Please note that Members connecting from mobile devices or tablets or through laptop etc. connecting via
mobile hotspot, may experience audio / video loss due to fluctuation in their respective network. It is therefore
recommended to use stable Wi-Fi or LAN connection to avoid any glitches.
213
Particulars Mr. Harinderjit Singh Mr. Chaitanya Kamat
Directorships Children’s Discovery Museum, San Jose NA
held in other California
Companies
No. of Shares NA 62,375
held in the
Company as on
date
Mr. Harinderjit Singh & Mr. Chaitanya Kamat do not hold any position as a Member/Chairperson of Committees of
other Companies.
For other details, such as the number of meetings of the Board attended during the year, remuneration drawn and
relationship with other directors and key managerial personnel, in respect of the above directors, please refer to the
Corporate Governance Report which is a part of this Annual Report.
215
NOTES
Registered Office
Oracle Park, Off Western Express Highway
Goregaon (East), Mumbai 400063, Maharashtra, India
CIN: L72200MH1989PLC053666
Investor Enquiries
Tele + 91.22.6718.3000
Fax + 91.22.6718.3001
oracle.com/financialservices
Copyright © 2020, Oracle Financial Services Software Limited and/or its affiliates. All rights reserved.
Oracle is a registered trademark of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.