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Oracle Financial Services Software Ltd.

BSE: 532466 Sector: IT
NSE: OFSS ISIN Code: INE881D01027
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VOLUME 2998
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P/E 18.89
Mkt Cap.(Rs cr) 30,966
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OPEN 3482.60
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VOLUME 2998
52-Week high 3794.50
52-Week low 2500.15
P/E 18.89
Mkt Cap.(Rs cr) 30,966
Buy Price 0.00
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Oracle Financial Services Software Ltd. (OFSS) - Director Report

Company director report

Financial year 2019-20

Dear Members

The Directors present their report on the business and operations of your Company alongwith the Annual Report and audited financial statements of the Company for the financialyear 2019-20.

Financial highlights

As at As per Consolidated financial

(Amounts in million)

Particulars Year ended March 31 2020 Year ended March 31 2019
Revenue from operations 48612.76 49589.03
Finance income 1658.14 1319.73
Other income net 115.25 441.19
Total income 50386.15 51349.95
Depreciation and amortization (1063.81) (537.17)
Profit before tax 22522.81 22669.87
Tax expenses (7900.64) (8810.89)
Profit for the year 14622.17 13858.98
Other comprehensive income for the year 1035.89 226.49
Total comprehensive income for the year 15658.06 14085.47

 

As per Unconsolidated financial (Amounts in million)
Particulars Year ended March 31 2020 Year ended March 31 2019
Revenue from operations 35255.08 35808.97
Finance income 1508.73 1173.47
Other income net 182.86 216.03
Total income 36946.67 37198.47
Depreciation and amortization (831.72) (501.98)
Profit before tax 20085.79 19864.15
Tax expenses (4259.23) (7039.45)
Profit for the year 15826.56 12824.70
Other comprehensive income for the year (33.54) 25.83
Total comprehensive income for the year 15793.02 12850.53

Performance

On consolidated basis your Company's revenue stood at 48612.76 million this yeardown 2% compared to 49589.03 million of the previous financial year. The netincome for the current financial year was 14622.17 million an increase of 6% compared to13858.98 million of the previous year. On an unconsolidated basis your Company's revenuestood at 35255.08 million during the current financial year decrease of 2% compared to35808.97 million of the previous year. The net income for the current financial year was15826.56 million an increase of 23% compared to 12824.70 million of the previous year.Previous years' figures have been re-arranged / re-classified wherever necessary as perthe applicable regulations.

A detailed analysis of the financials is given in the Management's discussion andanalysis 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 82020 for the financial year ended March 31 2020. The Board of Directors has notrecommended any additional final dividend for the financial year 2019-20.

Transfer to reserves

The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriation.

Particulars of loans guarantees or investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

Share capital

During the financial year 2019-20 the Company allotted 100151 equity shares of facevalue of 5 each to its eligible employees and Directors who exercised their stock optionsunder the prevailing Employee Stock Option Schemes of the Company. As a result thepaid-up equity share capital of the Company as on March 31 2020 was 429396490 dividedinto 85879298 equity shares of face value of 5 each.

Extract of annual return

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of Annual Return (in form MGT-9) forthe financial year ended March 31 2020 is annexed as Annexure 1 to this report.

Directors and key managerial personnel

Mr. Chaitanya Kamat and Mr. Harinderjit Singh Directors of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers themselves forre-appointment. Resolutions seeking Members' approval for their re-appointment forms partof the Notice.

Changes in Board during the year: a. Ms. Maria Smith resigned as a Non-ExecutiveNon-Independent Director of the Company with effect from May 9 2019. b. The Members ofthe Company at the Annual General Meeting held on August 8 2019 approved:

- Appointment of Mr. Makarand Padalkar Chief Financial Officer of the Company as theWhole-time Director and Chief Financial Officer of the Company for a term of fiveconsecutive 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 theCompany liable to retire by rotation.

- Appointment of Mr. Vincent Secondo Grelli as a Non-Executive Non-IndependentDirector of the Company liable to retire by rotation.

- Appointment of Ms. Jane Murphy as a Non-Executive Independent Director of theCompany for a term of five consecutive years up to December 31 2023.

- Re-appointment of Mr. Sridhar Srinivasan Non-Executive Independent Director of theCompany for a further term of five consecutive years from April 1 2020 up to March 312025.

Brief resumes of the Directors proposed to be re-appointed the nature of theirexpertise and the names of companies in which they hold directorships andChairpersonships / Memberships of Board Committees etc. are provided in the Notice toMembers forming part of this Annual Report.

The Directors seeking re-appointment are not debarred from holding the office ofDirector 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 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (“Listing Regulations”) confirming that they meet the criteriaof independence. The Independent Directors have also confirmed that they have compliedwith Schedule IV of the Companies Act 2013 and the Company's Code of Conduct. During theyear there were no changes to the Key Managerial Personnel.

Number of meetings of the Board

Six meetings of the Board were held during the financial year 2019-20. For details ofmeetings of the Board please refer to the Corporate Governance Report which is a part ofthis Annual Report.

Board Committees

The details pertaining to Committees of the Board are included in the CorporateGovernance Report which is a part of this Annual Report.

Board policies

The Company has formed following policies as required by the Companies Act 2013 andListing Regulations:

Particulars Details Website link for policy / details
Code of ethics and business conduct policy This code defines and implements Oracle ethical business values and sets forth key rules and employee responsibilities. It also provides a context to handle any questions issues or concerns. The Code also covers the vigil mechanism and whistle blower policy. https://www.oracle.com/assets/ cebc-176732.pdf
Corporate social responsibility policy This policy governs corporate social responsibility (CSR) program of the Company and covers details of CSR activities that it can undertake and how to implement monitor and report on these activities. /www.oracle.com/us/ http:/ industries/financial-services/ofss- social-responsibility-2437852.pdf
Directors' appointment policy This policy governs the manner of appointment of Directors of the Company. https://www.oracle.com/a/ocom/ docs/industries/financial-services/ directors-appointment-policy.pdf
Dividend distribution policy This policy details the factors to be considered by the Board while deciding or recommending any dividend. http://www.oracle.com/us/ industries/financial-services/ ofss-dividend-distribution- policy-3125465.pdf
Familiarization program Details of Company's familiarization program for its new directors including independent directors. https://www.oracle.com/a/ocom/ docs/industries/financial-services/ financial-familarization-program.pdf
Policy for determination of material events / information This policy provides framework for determination of material events / information and sets out classes and types of material events / information that require disclosure to stock exchanges. http://www.oracle.com/us/ industries/financial-services/policy- determination-events-2889567.pdf
Policy for determining material subsidiaries This policy defines material subsidiaries and describes related actions to be taken by the Company with significant transactions with them. http://www.oracle.com/us/ industries/financial-services/policy- determining-material-2615655.pdf
Record retention policy The policy details the requirements for retention and destruction of the Company's records in hard copy and electronic media. http://www.oracle.com/us/ industries/financial-services/record- retention-policy-2889568.pdf
Related party transactions policy This policy sets out the principles and processes that apply in respect of transactions entered into by the Company with a related party. http://www.oracle.com/us/ industries/financial-services/ofss- party-transactions-policy-2288144. pdf
Remuneration policy This policy establishes principles governing remuneration of the directors key managerial personnel and senior management of the Company. http://www.oracle.com/us/ industries/financial-services/ofss- remuneration-policy-4492725.pdf

Related party transactions

All related party transactions entered into during the financial year 2019-20 were atan arm's length basis and in the ordinary course of business. Form AOC-2 providing thedetails of related party transactions of the Company is annexed as Annexure 2 to thisreport.

Risk management

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the Management'sDiscussion and Analysis Report which forms part of this Annual Report.

Board evaluation

In accordance with the requirements of the Section 178 of the Companies Act 2013 andRegulation 17(10) of the Listing Regulations the Chairperson of the Nomination andRemuneration Committee conducts the Board evaluation. The performance of the Board and itscommittees was evaluated by seeking inputs from all the directors on the basis of variouscriteria such as its composition and structure effectiveness of processes / meetingsinformation sharing and functioningetc.TheBoardevaluationreportforfinancialyear 2019-20was adopted at the Board Meeting held on May 14 2020.

Subsidiaries

Your Company has subsidiaries in Greece India Chile China Mauritius Singapore theNetherlands and the United States of America.

Pursuant to provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is attached to the financial statements of the Company. Pursuant to theprovisions of Section 136 of the Companies Act 2013 the standalone and consolidatedfinancial statements of the Company and separate annual accounts of its subsidiaries areavailable on the website of the Company com/financialser. atwww.oracle.

Research and development

Your Company continuously makes significant investments in that the global bankingindustry needs today and will need tomorrow. Your Company's dedicated in-house R&Dcenters have produced a number of products that are used by banks in more than 150countries around the world for running their critical operations. The investment yourCompany makes in building applications coupled with access to Oracle's technologyprovides a unique competitive edge to its offerings.

Fixed deposits

During the financial year 2019-20 the Company has not accepted any fixed depositswithin the meaning of Rule 2(c) of the Companies (Acceptance of Deposits) Rules 2014 andas such no amount of principal or interest was outstanding as of the date of the BalanceSheet.

Corporate governance

The Company has taken appropriate steps and measures to comply with all the corporategovernance regulations and related requirements as envisaged under Regulation 27 of theListing Regulations. A separate report on Corporate Governance along with a certificatefrom Mr. Prashant Diwan Practicing Company Secretary with regard to compliance ofconditions of Corporate Governance as stipulated in Regulation 34(3) of the ListingRegulations forms part of this Annual Report.

A certificate from Mr. Prashant Diwan Practicing Company Secretary has also beenreceived stating that none of the Directors on the Board of the Company have been debarredor disqualified from being appointed or continuing as Directors of the Company by theSEBI Ministry of Corporate Affairs (MCA) or any such statutory authority.

Statutory Auditors' report

There are no qualifications reservations adverse remarks or disclaimers in theStatutory Auditors' report.

Secretarial audit report

In terms of Section 204 of the Companies Act 2013 and the Rules made thereunder theBoard has appointed Mr. Prashant Diwan Practicing Company Secretary as SecretarialAuditor of the Company for the financial year 2019-20. The Secretarial Audit report isannexed as Annexure 3 to this report. The Secretarial Audit report does not contain anyqualification reservation or adverse remarks.

Business responsibility report

Business Responsibility Report for the financial year 2019-20 that forms part of thisAnnual Report has been hosted on the website of the Company atwww.oracle.com/financialservices. The Members who wish to obtain a copy of the reportmay write to the Company Secretary at the Registered Office of the Company.

Employee Stock Option Plan (“ESOP”)

The Members at their Annual General Meeting held on August 14 2001 approved grant ofESOPs to the employees / directors of the Company and its subsidiaries up to 7.5% of theissued and paid-up capital of the Company from time to time. This said limit was enhancedand approved up to 12.5% of the issued and paid-up capital of the Company from time totime by the Members at their Annual General Meeting held on August 18 2011. Thisextended 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 bythe Company under this authorization.

Pursuant to ESOP scheme approved by the Members of the Company on August 14 2001 theBoard of Directors on March 4 2002 approved the 2002 Employees Stock Option Scheme(“Scheme 2002”) for issue of 4753600 options to the employees and directors ofthe Company and its subsidiaries. According to the Scheme 2002 the Company has granted4548920 options prior to the Initial Public Offering (IPO) and 619000 options atvarious dates after the IPO (including the grants of options out of options forfeitedearlier). On August 25 2010 the Board of Directors approved the Employees Stock OptionPlan 2010 Scheme (“Scheme 2010”) for issue of 618000 options to the employeesand directors of the Company and its subsidiaries. According to the Scheme 2010 theCompany has granted 638000 options (including the grants of options out of optionsforfeited earlier).

Pursuant to ESOP Scheme approved by the Members of the Company in their meeting held onAugust 18 2011 the Board of Directors approved the Employees Stock Option Plan 2011Scheme (“Scheme 2011”). Accordingly the Company has granted 1950500 optionsunder the Scheme 2011. Nomination and Remuneration Committee in their meeting held onAugust 7 2014 approved Oracle Financial Services Software Limited Stock Plan 2014(“OFSS Stock Plan 2014”). This plan enables issue of deeply discounted optionsat the face value and referred to as OFSS Stock Units (“OSUs”) for convenience.Accordingly the Company granted 178245 Stock Options and 854453 OFSS Stock Units(“OSUs”) under OFSS Stock Plan 2014. The issuance terms of OSUs are the same asfor Stock Options employees may elect to receive 1 OSU in lieu of 4 awarded Stock Optionsat their respective exercise price. As per the Scheme 2002 Scheme 2010 and Scheme 2011each of 20% of the total options granted will vest on completion of 12 24 36 48 and 60months from the date of grant and is subject to continued employment of the employee ordirectorship of the director with the Company or its subsidiaries. Options have anexercise period of 10 years from the date of grant. The employee pays the exercise priceupon exercise of options.

In respect of the OFSS Stock Plan 2014 each of 25% of the total stock options / OSUsgranted will vest on completion of 12 24 36 and 48 months from the date of grant and issubject 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 employeepays the exercise price upon exercise of options / OSUs.

All the above mentioned Schemes of the Company are in compliance with SEBI (Share BasedEmployee Benefits) Regulations 2014. Applicable disclosures relating to Employees StockOption Schemes pursuant to SEBI (Share Based Employee Benefits) Regulations 2014 areplaced on the website of the Company at www.oracle.com/financialservices. The details ofthe options / OSUs granted under the Scheme 2002 Scheme 2010 Scheme 2011 and OFSS StockPlan 2014 to eligible employees / directors from time to time are given below:

Particulars Scheme Scheme Scheme OFSS Stock OFSS Stock Total
2002 2010 2011 Plan 2014 Plan 2014 (OSUs) 5
(Stock Options)
Pricing Formula At the market price as on the date of grant
Variation of terms of option / OSUs None None None None None
Number of options / OSUs granted till March 31 2020 5167920 638000 1950500 178245 854453 8789118
Number of options / OSUs lapsed and forfeited (620725) (283332) (466830) (35520) (84556) (1490963)
Number of options / OSUs exercised (4547195) (320833) (1128728) (9037) (308411) (6314204)
Total number of options in force as on March 31 2020 33835 354942 133688 461486 983951

The details of OSUs granted to Directors and Senior Managerial Personnel under OFSSStock Plan 2014 during the financial year ended March 31 2020 are as follows:

Particulars Number of OSUs
i. Director:
Mr. Chaitanya Kamat 40000
Mr. Makarand Padalkar 11250
ii. Senior Managerial Personnel:
Mr. Arvind Gulhati 4750
Mr. Avadhut Ketkar 1500
Ms. Bindu Venkatesh 2200
Mr. Dinakar Kini 275
Mr. Edwin Moses 1500
Mr. Mahesh Rao 1250
Mr. Mohamed Yacob 200
Mr. Onkarnath Banerjee 1000
Mr. Rajaram Vadapandeshwara 800
Mr. Sanjay Bajaj 250
Mr. Surendra Shukla 475
Mr. Vikram Gupta 4750
Mr. Vinayak Hampihallikar 1250
Mr. Vivek Jalan 1200
iii. Any other employee who receives grant in any one year of options / OSUs amounting to 5% or more of options / OSUs granted during the year Nil
iv. Identified employees who were granted options / OSUs during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Nil
v. Diluted Earnings Per Share (EPS) pursuant to the issue of shares on exercise of option calculated in accordance with Indian Accounting Standard (IND AS) 33 ‘Earnings Per Share' issued by the Institute of Chartered Accountants of India 183.62

All OSUs were granted at the face value of the equity shares. The compensation costarising 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 (432.01million) using fair value method on stock options / OSUs.

A summary of the activities in the Company's Scheme 2010 and Scheme 2011 for the yearended March 31 2020 are as follows:

Particulars

Scheme 2010

Scheme 2011
Shares arising from Options Weighted average exercise price Shares arising from Options Weighted average exercise price
(Rs.) (Rs.)
Outstanding at the beginning of the year 37065 2050 382224 2924
Granted - - - -
Exercised (3230) 2050 (14082) 2545
Forfeited - - (13200) 3112
Outstanding at the end of the year 33835 2050 354942 2932
Vested Options 33835 354942
Unvested Options - - - -
Options vested during the year - - - -
Options forfeited / lapsed during the year - - 13200 -

A summary of the activities in the Company's OFSS Stock Plan 2014 for the year endedMarch 31 2020 are as follows:

Particulars Shares arising from OSUs Weighted average exercise price Shares arising from Options Weighted average exercise price
(Rs.) (Rs.)
Outstanding at the beginning of the year 417477 5 137095 3537
Granted 142250 5
Exercised (82594) 5 (245) 3241
Forfeited (15647) 5 (3162) 3600
Outstanding at the end of the year 461486 5 133688 3536
Vested OSUs / Options 143147 - 109056 -
Unvested OSUs / Options 318339 - 24632 -
Options vested during the year 123485 - 23685 -
Options forfeited / lapsed during the year 15647 - 3162 -

The weighted average share price for the year over which stock options / OSUs wereexercised was 3001. Money realized by exercise of options / OSUs during the financialyear 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 OSUsgranted during the year was 3168 calculated as per the Black Scholes valuation model asstated 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 2020are as follows:

Exercise prices (Rs.) Number of options / OSUs Weighted average exercise price (Rs.) Weighted average remaining contractual life (Years)
Options /OSUs unvested 5 318339 5 8.3
3393 12155 3393 6.2
3579 4300 3579 7.2
4158 8177 4158 8.2
Options /OSUs vested and exercisable 5 143147 5 6.3
1930 50889 1930 1.7
2050 33835 2050 0.4
3077 167983 3077 3.5
3127 136070 3127 2.8
3241 41033 3241 5.0
3393 35045 3393 6.2
3579 4205 3579 7.2
3987 26050 3987 5.6
4158 2723 4158 8.2
983951 1611 5.5

Employee Stock Purchase Scheme (“ESPS”)

The Company had adopted the ESPS administered through a Trust with the name i-flex(“the Trust”) to provide equity based incentives to key employees of theCompany. i-flex Solutions Trustee Company Limited is the sole Trustee of this Trust.

No allocation of shares to the employees have been made through the Trust since 2005and all selected employees under the Trust have exercised their right of purchase ofshares prior to March 31 2014. In this regard i-flex Solutions TrusteeCompanyLimitedhadfiled a petition in the Hon'ble Bombay High Court to seek directions forutilization of the remaining unallocated shares along with the other assets held by theTrust for the benefit of the employees of the Company. As per the order of the Hon'bleBombay High Court dated August 1 2016 the trust funds would be utilized for the benefitof the employees.

During the year the Trust sold all the equity shares of the Company and as at March31 2020 the Trust did not hold any equity shares of the Company (March 31 2019 - 27160equity shares).

Human resources

Human Resources are key assets of your Company and your Company invests continuously inimparting latest technology skills together with a range of soft skills to help them excelin their roles. Your Company has a strong performance management system together with aformal talent management processes to nurture employee careers groom future leaders andcreate a high performance workforce.

Your Company's total employees as at March 31 2020 were 8001 (March 31 2019 -8054) including employees of subsidiaries.

The Company is committed to provide a healthy environment to all its employees and thusdoes not tolerate any discrimination and / or harassment in any form. The Company has inplace a Prevention of Sexual Harassment (POSH) policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Frequent communication of this policy is done through various programs and at regularintervals. The Company has setup an Internal Complaints Committees (ICC) both at theregistered office and at every location where it operates in India which have men andwomen committee members as per the regulations are chaired by senior woman employees andhave external women representation.

The details of complaints pertaining to sexual harassment that were filed disposed ofand pending during the financial year are provided in the Corporate Governance reportwhich is a part of this Annual Report.

Corporate social responsibility

Pursuant to Rule 8 of Companies (Corporate Social Responsibility) Rules 2014 annualreport on the Corporate Social Responsibility activities for the financial year endedMarch 31 2020 is annexed as Annexure 4 to this report.

Internal financial controls

The Board has adopted adequate policies and procedures in terms of Internal FinancialControls commensurate with the size scale and complexity of the Company's operations.Such policies and procedures ensure orderly and efficient conduct of business adherenceto the Company's policies safeguarding of its assets prevention and detection of fraudsand errors accuracy and completeness of the accounting records and timely preparation ofreliable financial information.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internalcontrol system commensurate with the size of the business operations of the Company itscompliance with risk management system accounting procedures and policies at alllocations of the Company and its subsidiaries. The Internal Audit team reports to theAudit Committee.

Directors' responsibility statement

As required under Section 134(5) of the Companies Act 2013 (“the Act”) forthe financial year ended on March 31 2020 the Directors hereby confirm that: a. in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; b. the directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany c. the directors had taken proper and sufficient care for the maintenance ofadequate accounting records accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d. the directors had prepared the annual accounts on a going concern basis; e. thedirectors had laid down internal financial controls followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and f. thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Auditors

The Members of the Company have appointed M/s. Mukund M. Chitale & Co. CharteredAccountants (ICAI Firm Registration No. 106655W) as the Statutory Auditors of theCompany till the conclusion of the 33rd Annual General Meeting to be held in the year2022.

Reporting of frauds by Auditors

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employees.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

Material changes and commitments

There have been no material changes and commitments which affect the financial positionof the Company which have occurred between the end of the financialyear to which thefinancial statements relate and the date of this report.

Significant and material orders

There are no significant and material orders passed by the concern status and theCompany's operations in future.

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 CompaniesAct 2013 the relevant data pertaining to conservation of energy technology absorptionand foreign exchange earnings and outgo are furnished hereunder:

Conservation of energy

The Company strives to conserve energy and use energy efficientcomputers andillumination systems. The Company also deploys sophisticated office automation andmanagement equipment which optimizes energy consumption. emissions and energy costs Duringthe year the Company deployed renewable energy to both reduce our CO2 through an OpenAccess option (via India Energy Exchange) at our Bengaluru office. As part of aninitiative to support Oracle's global sustainability goal of reducing waste to landfill awet waste compost machine has been installed at the Bengaluru office the excess manure isused for tree plantation projects.

Technology absorption

The Company regularly strives to utilize newer technologies with a view to conserve theenergy and create an environmentally friendly work environment. The initiatives taken bythe Company are summarized below: Network: The Company continues to invest in upgrades andmodernization of the networks thereby increase uptime of the network infrastructureincrease capacity and enable greater collaboration. Network infrastructure is beingmigrated to the next generation cloud platform and network tooling processes are beingmade seamless between the applications and the cloud platforms thereby enabling unifiedoperational process while securing the network infrastructure to provide a secure remotecomputing environment for our employees and customers.

Cloud deployment: All corporate applications are hosted on the Oracle next generationcloud. This move significantly reduces infrastructure costs as well as reduces space andpower utilization across the globe.

Business Resiliency: Your Company has successfully implemented disaster recoveryinitiatives for critical infrastructure services. This was been adequately tested duringthis pandemic crisis and minor deficiencies have been mitigated and the plan has been mademore efficient and effective.

Virtual presence: Your Company has made significant investments in providing a nearvirtual working environment for its employees through multiple collaboration tools.Multifunctional and multiple methods of collaboration across geographies has enhancedbusiness operations. This enhances communication across the globe minimizing travelincreasing efficiencies from a support perspective as well by making self-serviceoperations easier and effective. Conference room facilities have also been enhanced andstandardized across the globe to ensure smooth and seamless operations from any Oraclelocation.

All these initiatives would provide a more secure and efficient operating environmentwith the utilization of innovative technology.

Foreign exchange earnings and outgo:

(Amounts in million)
Foreign exchange earnings 31932.57
Foreign exchange outgo (including capital goods and other expenditure) 2074.39

Activities relating to exports; initiatives taken to increase exports; development ofnew export markets for products and services; and export plans: Your Company hasestablished an extensive global presence across leading markets through its sales andmarketing network. The Company will continue to focus on tapping various potential marketsavailable globally. Experienced sales and marketing specialists focus on building stronginternational 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 digitaldelivery of products and services fresh onslaught of financial crime and fraud a slew ofnew regulations are all pressing financial institutions to embrace new technologies andfind winning strategies.

Digital banking transformation driven primarily by social mobile and analytics isfast becoming table stakes. It can no longer guarantee growth and market leadership in thedecade ahead. As customer expectations business dynamics and regulations continue toevolve banks will need to invest in new capabilities to drive the next wave oftransformation. This next wave is essential to innovate and differentiate in new ways anddo so profitably.

Several new technologies can offer banks the ability to go beyond ‘conventionaldigital' and leverage truly next generation capabilities. In the next decade banks andfinancial services firms will need to harness emerging technologies such as distributedledgers Internet of Things (“IoT”) APIs Artificial Intelligence machinelearning Robotic Process Automations to transform customer and business value andaccelerate profitable growth. As opposed to just focusing on the technologies per sefinancial institutions must leverage them as a means to an end i.e. to equip and enablestaff and business lines to transform products services engagement and experiences atunparalleled scale and scope. The challenge for financial institutions lies in theirability to take advantage of these technologies and find new ways to collaborate exchangeand combine data and services to generate never-seen-before innovation efficiencies andvalue.

Technology plays a vital role in helping financial institutions reduce risks and driveprocess efficiencies in compliance and fraud detection. Financial institutions areincreasingly turning towards advanced Financial Crime and Compliance Management approachesthat leverage graph analytics machine learning and other AI techniques to improvedetection drive down the incidence of false positives and thereby reduce associatedcosts. The ability to continually discover emerging risks and new criminal patternscoupled with the capacity to rapidly operationalize newly developed models intoproduction is a necessary requirement for modern financial crime platforms. Your Companyhas made significant investments in leveraging new technologies to sharpen our productsand services and ensure they are future ready. Our solutions come embedded with naturallanguage processing and machine learning capabilities for elevated customer experience andintelligent contextual response automation. We have introduced Chatbots that banks can useto scale customer interactions by offering automated engagement to millions of customersat the same time. We offer augmented reality IoT API and biometric capabilities and amicorservices based architecture and componentized solution portfolio designed for cloudand on premise. With our data-driven solutions financial institutions can get thein-depth insights make better business-critical decisions. Your Company's commitment toinnovation is a driving factor that keeps it in the forefront of the informationtechnology industry.

Statement on compliance of applicable Secretarial Standards

The Company complies with all applicable mandatory provisions of Secretarial Standardsissued by the Institute of Company Secretaries of India.

Employee particulars

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016 is given below: For statistically relevant computation of median value ofemployee remuneration employees who have served the entire 12 months in the correspondingfiscal year were considered. The expression “median” means the numerical valueseparating the higher half of a population from the lower half and the median of a finitelist of numbers is found by arranging all the observations from lowest value to highestvalue and picking the middle one; and if there is an even number of observations themedian is the average of the two middle values. The remuneration used for the analysis inthis section includes the details of employees and only of those Directors to whom theremuneration has been paid by the Company and excludes remuneration of the employees ofoverseas branches and the (perquisite) value of the difference between the fair marketvalue and the exercise price on the date of exercise of options to make the comparisonsrelevant.

i. Ratio of the remuneration of each director to the median remuneration of theemployees of the Company ear: y for the financial

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 92019. ii. The percentage increase in remuneration of each director chief executiveofficer chief financial officer and company secretary in the financial year:

Name and Title Percentage increase / (decrease) of remuneration in FY 2020 as compared to FY 2019
Non-Executive Independent Directors*
Mr. S Venkatachalam 9%
Mr. Richard Jackson 30%
Mr. Sridhar Srinivasan 26%
Ms. Jane Murphy Not Applicable
Managing Director and Chief Executive Officer #
Mr. Chaitanya Kamat 32%
Whole-time Director and Chief Financial Officer @
Mr. Makarand Padalkar Not Applicable
Company Secretary and Compliance Officer #
Mr. Onkarnath Banerjee 8%

# Excludes the (perquisite) value towards difference between the fair market value onthe date of exercise of options and the exercise price.

@Appointed as Whole-time Director and Chief Financial Officer effective from May 92019. iii. The percentage increase in the Median Remuneration of Employees infiscal 2020 as compared to fiscal 2019:

14%.

iv. The number of permanent employees on the rolls of the Company:

6474 as on March 31 2020.

v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

During the financial year 2019-20 the average remuneration of employees other than thekey managerial personnel increased by 10% over the previous year. During the same periodaverage remuneration of the key managerial personnel increased by 24%. is as per theremuneration policy of the Company:

vi. Affirmation that the

The remuneration is as per the remuneration policy of the Company.

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Amendment Rules 2016 is provided in a separate annexure formingpart of this report. Further the report and the accounts are being sent to the Membersexcluding the aforesaid annexure. In terms of Section 136 of the Companies Act 2013 thesaid annexure is open for inspection and any Member interested in obtaining a copy of thesame may write to the Company Secretary.

Response to COVID-19

During March 2020 as the COVID-19 pandemic developed rapidly into a global crisis theCompany immediately switched to a 100% work from home for all employees to ensure theirwell-being and safety. We are conducting business with some modification to employeetravel and employee work locations including but not limited to work from home. Ourrobust infrastructure processes and most importantly our people ensured that theCompany continues to deliver the commitments with minimal disruptions caused by the globalCOVID-19 pandemic. It is however not clear what the potential long-term effects of anysuch alterations or modifications may have on business including the effects on ourcustomers and prospects.

The COVID-19 pandemic is also resulting in a series of government interventions aroundthe globe to help alleviate the economic distress and our consulting and support teamshave seamlessly helped our customers to meet these challenges. The agile capabilities ofour products were leveraged by the customers to respond to a dynamically evolvingsituation.

The Company's processes enable us to deliver our support services and softwareanytime anywhere and from any location. While we experienced and may continue toexperience some delays in new deal signings especially from regions with‘in-person' cultures for Board Meetings and financial institutions conserving budgetsin the face of cost pressures our value proposition remains very relevant and even moreso when the economic recovery begins. The full effects of the pandemic on the globaleconomy 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 CSRefforts to projects aimed at reducing distress due to COVID-19. In addition the Companyalso recently contributed an amount of 12.5 Crores in the Prime Minister's CitizenAssistance and Relief in Emergency Situations Fund (PM CARES Fund) towards COVID-19relief.

Acknowledgements

The Directors place on record their appreciation for the excellent contributions madeby the employees of the Company through their commitment co-operation and diligence. TheDirectors gratefully acknowledge the continued support received by the Company from itsstakeholders customers members vendors bankers and regulatory authorities during theyear. The Directors also wish to thank the Government of India and the State Governmentsin the jurisdictions it operates and their various agencies and departments.

For and on behalf of the Board

S Venkatachalam

Chairperson

DIN: 00257819

June 24 2020

Form MGT-9

EXTRACT OF ANNUAL RETURN

for the financial year ended on March 31 2020 of

ORACLE FINANCIAL SERVICES SOFTWARE LIMITED

[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies

(Management and Administration) Rules 2014]

I. Registration and other details:

I. CIN L72200MH1989PLC053666
II. Registration Date September 27 1989
III. Name of the Company Oracle Financial Services Software Limited
IV. Category / Sub-category of the Company Company Limited by shares / Indian Non-Government Company
V. Address of the Registered Office and Contact Details Oracle Park
Off Western Express Highway Goregaon (East)
Mumbai 400063 Maharashtra India
Tel. no. +91 22 6718 3000
Fax no. +91 22 6718 3001
Email: investors-vp-ofss_in_grp@oracle.com
Website: www.oracle.com/financialservices
VI. Whether Listed Company - Yes / No Yes
VII. Name Address and Contact details of Link Intime India Private Limited
Registrar & Transfer Agents (RTA) if any C 101 247 Park
L B S Marg Vikhroli (West)
Mumbai 400083
Tel. no. +91 22 4918 6000
Fax no. +91 22 4918 6060
Email: rnt.helpdesk@linkintime.co.in

II. Principal Business Activities of the Company

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:

Sr. Name and Description of main products / services No. NIC Code of the product / service % to total turnover of the company
1 The Company is engaged in developing selling and marketing computer software computer systems; providing consultancy and other information technology related activities 62011 100

III. Particulars of Holding Subsidiary and Associate Companies

Sr. Name and Address of the Company No. CIN / GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 Oracle Global (Mauritius) Limited C/o Citco (Mauritius) Limited 4th Floor 1 Cybercity Ebene Mauritius Not Applicable Holding 73.42 2(46)
2 Oracle Financial Services Software B.V. Barbara Strozzilaan 201 NL-1083 HN Amsterdam The Netherlands Not Applicable Subsidiary 100.00 2(87)
3 Oracle Financial Services Software SA 265 Mesogheion Avenue Neo Psychiko 15451 Athens Greece Not Applicable Subsidiary 100.00 2(87)
4 Oracle Financial Services Software Pte. Ltd. 1 Fusionopolis Place #12-10 Galaxies Singapore 138522 Not Applicable Subsidiary 100.00 2(87)
5 Oracle Financial Services Consulting Pte. Ltd. 1 Fusionopolis Place #12-10 Galaxies Singapore 138522 Not Applicable Subsidiary 100.00 2(87)
6 Oracle Financial Services Software America Inc. 399 Thornall Street 6th Floor Edison NJ 08837 USA Not Applicable Subsidiary 100.00 2(87)
7 Oracle Financial Services Software Inc. 399 Thornall Street 6th Floor Edison NJ 08837 USA Not Applicable Subsidiary 100.00 2(87)
8 Mantas Inc. 399 Thornall Street 6th Floor Edison NJ 08837 USA Not Applicable Subsidiary 100.00 2(87)
9 Sotas Inc. 399 Thornall Street 6th Floor Edison NJ 08837 USA Not Applicable Subsidiary 100.00 2(87)
10 Mantas India Private Limited F 01/02 First Floor Salcon Rasvilas D-1 District Centre Saket New Delhi 110017 India U72900DL1999PTC099923 Subsidiary 100.00 2(87)
11 Oracle (OFSS) ASP Private Limited Oracle Park Off Western Express Highway Goregaon (East) Mumbai 400063 Maharashtra India U72900MH2001PTC131264 Subsidiary 100.00 2(87)
12 Oracle (OFSS) Processing Services Limited Oracle Park Off Western Express Highway Goregaon (East) Mumbai 400063 Maharashtra India U72900MH2005PLC151334 Subsidiary 100.00 2(87)
13 ISP Internet Mauritius Company C/o IQEQ Corporate Services (Mauritius) Limited 33 Edith Cavell Street Port Louis 11324 Mauritius Not Applicable Subsidiary 100.00 2(87)
14 Oracle (OFSS) BPO Services Inc. 399 Thornall Street 6th Floor Edison NJ 08837 USA Not Applicable Subsidiary 100.00 2(87)
15 Oracle (OFSS) BPO Services Limited F 01/02 First Floor Salcon Rasvilas D-1 District Centre Saket New Delhi 110017 India U72900DL2002PLC180572 Subsidiary 100.00 2(87)

 

16 Oracle Financial Services Software Chile Limitada Av. Vitacura 2939 Edificio Millenium - 14 th Floor Las Condes 7550011 Santiago Chile Not Applicable Subsidiary 100.00 2(87)
17 Oracle Financial Services Software (Shanghai) Limited Unit 806 Henderson Metropolitan Building 155 Tianjin Road Shanghai 200001 People's Republic of China Not Applicable Subsidiary 100.00 2(87)

IV. Shareholding Pattern (Equity share capital breakup as percentage of Total Equity):

(i) Category-wise Shareholding:

Category of Shareholders Category Code

No. of Shares held at the beginning of the year as on April 1 2019

No. of Shares held at the end of the year as on March 31 2020

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
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 (A)=(A)(1)+(A)(2) 63051197 - 63051197 73.50 63051197 - 63051197 73.42 (0.08)

 

(B) Public Shareholding
(1) Institutions
(a) Mutual Funds / UTI 2830237 - 2830237 3.30 2991864 - 2991864 3.48 0.18
(b) Banks / Financial Institutions 1829047 - 1829047 2.13 2060608 - 2060608 2.40 0.27
(c) Venture Capital Funds - - - - - - - - -
(d) Central Government / State Government(s) 4000 - 4000 0.00 4000 - 4000 0.00 0.00
(e) Insurance Companies - - - - 333449 - 333449 0.40 0.40
(f) Foreign Portfolio Investor 11852757 - 11852757 13.82 11568661 - 11568661 13.47 (0.35)
(g) Foreign Venture Capital Funds - - - - - - - - -
(h) Alternate Investment Funds 1300 - 1300 0.00 1800 1800 0.00 0.00
(i) Others - - - - - - - - -
Foreign Bank 17493 - 17493 0.02 - (0.02)
Sub-total (B)(1) 16534834 - 16534834 19.28 16960382 - 16960382 19.75 0.47
(2) Non-Institutions - - - - - - - - -
(a) Bodies Corporate 552943 - 552943 0.64 216149 - 216149 0.25 (0.39)
(b) Individuals - - - - - - - - -
i. Individual shareholders holding nominal share capital up to 1 lakh 3301233 178965 3480198 4.06 3395989 159765 3555754 4.14 0.08
ii. Individual shareholders holding nominal share capital in excess of 1 lakh 948374 56000 1004374 1.17 926253 56000 982253 1.15 (0.02)
(c) NBFCs registered with RBI 55902 - 55902 0.07 30 - 30 0.00 (0.07)
(d) Others - - - - - - - - -
i. Non-Resident Indians (Repatriate) 177624 2062 179686 0.21 177843 2062 179905 0.21 0.00
ii. Non-Resident Indians 732106 199 732305 0.85 718518 199 718717 0.84 (0.01)
(Non-Repatriate) - - - - - - - - -
iii. Foreign Nationals 1541 - 1541 0.00 3035 - 3035 0.00 0.00
iv. Clearing Member 20360 - 20360 0.02 23948 - 23948 0.03 0.01
v. Directors / Relatives 32500 - 32500 0.04 88090 - 88090 0.10 0.06
vi. Hindu Undivided Family 44075 - 44075 0.05 52185 - 52185 0.06 0.01
vii. Market Maker 596 - 596 0.00 2 - 2 0.00 0.00
viii. Trusts 42315 - 42315 0.05 1330 - 1330 0.00 (0.05)
ix. IEPF 46321 - 46321 0.05 46321 - 46321 0.05 0.00
Sub-total (B)(2) 5955890 237226 6193116 7.22 5649693 218026 5867719 6.83 (0.39)

 

Total Public Shareholding (B)=(B)(1)+(B)(2) 22490724 237226 22727950 26.50 22610075 218026 22828101 26.58 0.08
(C) Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 8554192 1 237226 85779147 100.00 85661272 218026 85879298 100.00 0.00

(ii) Shareholding of Promoters:

Name of Shareholders

Shareholding at the beginning of the year as on April 1 2019

Shareholding at the end of the year as on March 31 2020

No. of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares No. of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares % change in share holding during the year
Oracle Global (Mauritius) Limited 63051197 73.50 - 63051197 73.42 - (0.08)
Total 63051197 73.50 - 63051197 73.42 - (0.08)

(iii) Change in Promoters' Shareholding:

Name of the Shareholders

Shareholding at the beginning of the year as on April 1 2019

Cumulative shareholding during the year
No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
Oracle Global (Mauritius) Limited At the beginning of the year 63051197 73.50 63051197 73.50
Date wise Increase / Decrease in Promoters Shareholding during the Year - - - -
At the end of the year - - 63051197 73.42

The decrease in the percentage of promoters' shareholding from 73.50 % to 73.42 % isdue 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 andHolders of GDRs and ADRs):

Sr. No. Name of the Shareholders

Shareholding at the beginning of the year as on April 1 2019

Cumulative shareholding during the year*

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Wessex (Mauritius) Limited
At the beginning of the year 2687899 3.13 2687899 3.13
Transactions - purchase / (sale) from April 1 2019 to March 31 2020 - - -
At the end of the year - - 2687899 3.13
2 Life Insurance Corporation of India
At the beginning of the year 1814352 2.12 1814352 2.12
Transactions - purchase / (sale) from April 1 2019 to March 31 2020 4274 0.00 1818626 2.12
At the end of the year - - 1818626 2.12

 

3 Copthall Mauritius Investment Limited
At the beginning of the year 1633088 1.90 1633088 1.90
Transactions - purchase / (sale) from April 1 2019 to March 31 2020 (13088) (0.02) 1620000 1.88
At the end of the year 1620000 1.88
4 Goldman Sachs (Singapore) PTE
At the beginning of the year 1397853 1.63 1397853 1.63
Transactions - purchase / (sale) from April 1 2019 to March 31 2020 (44241) (0.05) 1353612 1.58
At the end of the year 1353612 1.58
5 Sussex (Mauritius) Limited
At the beginning of the year 1190158 1.39 1190158 1.39
Transactions - purchase / (sale) from April 1 2019 to March 31 2020
At the end of the year 1190158 1.39
6 Burgundy Emerging Markets Fund
At the beginning of the year 560995 0.65 560995 0.65
Transactions - purchase / (sale) from April 1 2019 to March 31 2020 51206 0.06 612201 0.71
At the end of the year 612201 0.71
7 Citigroup Global Markets Mauritius Private
Limited
At the beginning of the year 600000 0.70 600000 0.70
Transactions - purchase / (sale) from April 1 2019 to March 31 2020
At the end of the year 600000 0.70
8 BBH Burgundy Emerging Markets Master Fund LP
At the beginning of the year 485998 0.57 485998 0.57
Transactions - purchase / (sale) from April 1 2019 to March 31 2020 48334 0.06 534332 0.62
At the end of the year 534332 0.62
9 HDFC Trustee Company Limited - HDFC Tax Saverfund
At the beginning of the year 413326 0.48 413326 0.48
Transactions - purchase / (sale) from April 1 2019 to March 31 2020 20000 0.02 433326 0.50
At the end of the year 433326 0.50
10 Vanguard Total International Stock Index Fund
At the beginning of the year 330138 0.38 330138 0.38
Transactions - purchase / (sale) from April 1 2019 to March 31 2020 6945 0.01 337083 0.39
At the end of the year 337083 0.39

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. Name of the Director/ No. Key Managerial Personnel (KMP)

Shareholding at the beginning of the year as on April 1 2019

Cumulative shareholding during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Mr. S Venkatachalam
Independent Director
At the beginning of the year 6000 0.01 6000 0.01
Transactions - purchase / (sale) from April 1 2019 to March 31 2020
At the end of the year 6000 0.01
2 Mr. Chaitanya Kamat
Managing Director and Chief Executive Officer
At the beginning of the year 25500 0.03 25500 0.03
Transactions - purchase / (sale) from April 1 2019 to March 31 2020
At the end of the year 25500 0.03
3 Mr. Makarand Padalkar
Whole-time Director and Chief Financial Officer
At the beginning of the year 45590 0.05 45590 0.05
ESOP exercised on March 24 2020 10000 0.01 55590 0.06
At the end of the year 55590 0.06
4 Mr. Onkarnath Banerjee
Company Secretary and Compliance Officer
At the beginning of the year 3 0.00 3 0.00
ESOP exercised on August 21 2019 155 0.00 158 0.00
Sale on August 28 2019 (158) 0.00 0 0.00
ESOP exercised on October 23 2019 105 0.00 105 0.00
ESOP exercised on November 20 2019 115 0.00 220 0.00
ESOP exercised on December 17 2019 94 0.00 314 0.00
Sale on December 19 2019 (100) 0.00 214 0.00
Sale on December 20 2019 (120) 0.00 94 0.00
Sale on December 26 2019 (68) 0.00 26 0.00
At the end of the year 26 0.00

The following Directors did not held any shares during the Financial Year 2019-20:

Mr. Harinderjit Singh - Director Mr. Richard Jackson - Independent Director
Ms. Jane Murphy - Independent Director Mr. Sridhar Srinivasan - Independent Director
Ms. Kimberly Woolley - Director Mr. Vincent Secondo Grelli - Director
Ms. Maria Smith* - Director Mr. Yong Meng Kau - Director

*Resigned on May 9 2019

V. Indebtness:

The Company has not availed any loan during the year and is a debt-free company.

VI. Remuneration of Directors and Key Managerial Personnel:

A Remuneration to Managing Director Whole-time Directors and / or Manager:

(Amounts in million)

Sr. Particulars of Remuneration No.

Name of Managing Director/ Whole-time Director/Manager

Mr. Chaitanya Kamat Managing Director & Chief Executive Officer Mr. Makarand Padalkar Whole-time Director & Chief Financial Officer Total Amount
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 43.24 11.28 54.52
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0.68 21.19 21.87
(c) Profits in lieu of salary under Section 17(3) Income-tax Act 1961 - - -
2 Stock Option (OSU) (Number) 40000 11250 51250
3 Sweat Equity - - -
4 Commission - - -
as a % of Profit
others specify
5 Others please specify - - -
Total (A) 43.92 32.47 76.39
Ceiling as per the Act (5% of the profits calculated under Section 198 of the Companies Act 2013) 1018.61

B Remuneration to other Directors:

(Amounts in million)

Fee for attending Board/ Committee Meetings Commission Others Total
1 Non-Executive Independent Directors -
S Venkatachalam - 4.40 4.40
Richard Jackson - 4.20 4.20
Sridhar Srinivasan - 3.20 3.20
Jane Murphy - 3.85 3.85
Total (1) - 15.65 15.65
2 Other Non-Executive Non-Independent Directors# - - - -
Total (2) - - - -
Total (B) = (1+2) - 15.65 15.65
Total Managerial Remuneration (A+B) - - - 92.04
Overall Ceiling as per the Act (11% of the profits calculated under Section 198 of the Companies Act 2013) - - - 2240.95

#No payment is made towards fee / commission to the Non-Executive Non-IndependentDirectors of the Company.

C Remuneration to Key Managerial Personnel other the MD/ Manager / WTD:

(Amounts in million)

Sr. No. Particulars of Remuneration Key Managerial Personnel Company Secretary Total Amount
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax 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

VII. Penalties / Punishment / Compounding of Offences:

There were no penalties / punishments / compounding of offences under any section ofCompanies Act 2013.