Financial year 2022-23
Dear Members,
The Directors present their report on the business and operations of your Company along
with its Annual Report and audited financial statements for the financial year 2022-23.
Financial highlights
As per Consolidated financial statements:
(Amounts in million)
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Revenue from operations |
56,983.09 |
52,214.55 |
Finance income |
1,672.84 |
901.85 |
Other income, net |
245.59 |
441.57 |
Total income |
58,901.52 |
53,557.97 |
Depreciation and amortization |
(806.62) |
(927.99) |
Profit before tax |
25,699.04 |
25,282.77 |
Tax expenses |
(7,637.63) |
(6,394.51) |
Profit for the year |
18,061.41 |
18,888.26 |
Other comprehensive income for the year |
1,104.20 |
(35.69) |
Total comprehensive income for the year |
19,165.61 |
18,852.57 |
As per Unconsolidated financial statements:
(Amounts in million)
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Revenue from operations |
42,555.81 |
38,961.33 |
Finance income |
1,335.58 |
839.39 |
Other income, net |
258.65 |
220.07 |
Dividend from subsidiary company |
932.14 |
1,500.66 |
Total income |
45,082.18 |
41,521.45 |
Depreciation and amortization |
(583.85) |
(679.81) |
Profit before tax |
23,431.98 |
23,761.51 |
Tax expenses |
(5,706.90) |
(5,649.42) |
Profit for the year |
17,725.08 |
18,112.09 |
Other comprehensive income for the year |
39.78 |
(83.95) |
Total comprehensive income for the year |
17,764.86 |
18,028.14 |
Performance
On a consolidated basis, your Company's revenue stood at 56,983.09 million during the
current financial year, up 9% compared to 52,214.55 million of the previous financial
year. The net income for the current financial year was 18,061.41 million, down by 4%
compared to 18,888.26 million of the previous financial year. On an unconsolidated basis,
your Company's revenue stood at 42,555.81 million during the current financial year,
increase of 9% compared to 38,961.33 million of the previous financial year. The net
income for the current financial year was 17,725.08 million, down by 2% compared to
18,112.09 million of the previous financial year.
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 225 per equity share of 5 each on April 26,
2023, for the financial year ended March 31, 2023. The Board of Directors has not
recommended any additional final dividend for the financial year 2022-23.
Transfer to reserves
The Company has not transferred any amount to the reserves during the year under
review.
Particulars of loans, guarantees or investments
In terms of Section 186 of the Companies Act, 2013 ("the Act"), the
particulars of loans, guarantees and investments have been disclosed in the financial
statements.
Share capital
During the financial year 2022-23, the Company allotted 150,714 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, 2023 was 431,985,895 divided
into 86,397,179 equity shares of face value of 5 each.
Annual return
Pursuant to Section 92(3) read with 134(3) of the Act, Annual Return (in e-form MGT-7)
for the financial year ended March 31, 2023 is available on the Company's website at
https://investor.ofss.oracle.com.
Directors and key managerial personnel
Mr. Harinderjit Singh and Mr. Chaitanya Kamat, Directors of the Company, retire by
rotation at the ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment. Brief profile 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 ("Notice") forming part of this Annual Report. The Directors seeking
re-appointment are not disqualified / debarred from holding the office of Director in
terms of Section 164 of the or by any order of SEBI, MCA, RBI or any other such authority.
The Board recommends to the Members the resolutions for re-appointment of Mr.
Harinderjit Singh and Mr. Chaitanya Kamat as Directors of the Company, liable to retire by
rotation. Resolutions seeking Members' approval for their re-appointment forms part of the
Notice.
All the Independent Directors of the Company have given declaration under Section
149(6) of the Act and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") confirming that they
meet the criteria of independence and that they have complied with Schedule IV of the Act
and the Company's Code of Ethics & Business Conduct.
The Members of the Company, at the Thirtieth Annual General Meeting held on August 8,
2019, had appointed Ms. Jane Murphy as an Independent Director of the Company to hold
office for a term up to December 31, 2023. In accordance with the provisions of Sections
149, 150, 152 and 197 of the Act and applicable provisions of the Listing Regulations, and
based on the performance evaluation and recommendation of the Nomination and Remuneration
Committee of the Company, it is proposed to re-appoint Ms. Jane Murphy as an Independent
Director for a further term of five years from January 1, 2024 to December 31, 2028. A
special resolution to this effect forms part of the Notice. The Board recommends to the
Members this resolution.
During the financial year 2022-23, there were no changes to the Key Managerial
Personnel.
Number of meetings of the Board
Five meetings of the Board were held during the financial year 2022-23. For details of
the meetings of the Board, please refer to the Corporate Governance Report which is a part
of this Annual Report.
Board Committees
The details pertaining to the Committees of the Board and their meetings during the
year are included in the Corporate Governance Report which is a part of this Annual
Report.
Board policies
The Company has formed following policies as required by the Act and Listing
Regulations:
Particulars |
Details |
Website link for policy / details |
Code of ethics and business conduct policy |
This code defines and implements Oracle's ethical business values and sets forth key
rules and employee responsibilities. The Code also covers the vigil mechanism and whistle
blower policy. |
https://www.oracle.com/assets/cebc-176732.pdf |
Code of practices and procedures for fair disclosure of UPSI |
This code defines the principles for fair disclosure of Unpublished Price Sensitive
Information ("UPSI"). |
https://www.oracle.com/a/ocom/docs/industries/financial-services/code-of-practices-and-procedures-for-fair-disclosure-upsi.pdf |
Corporate social responsibility policy |
This policy governs Corporate Social Responsibility ("CSR") program of the
Company. |
https://www.oracle.com/a/ocom/docs/ industries/financial-services/ofss-social-responsibility.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. |
https://www.oracle.com/a/ocom/docs/industries/financial-services/ofss-dividend-distribution-policy.pdf |
Material events and information policy |
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. |
https://www.oracle.com/a/ocom/docs/industries/financial-services/material-events-information-policy.pdf |
Policy for determining material subsidiaries |
This policy defines the criterion for deciding material subsidiaries and describes
related actions to be taken by the Company with respect to significant transactions with
them. |
https://www.oracle.com/a/ocom/docs/industries/financial-services/policy-determining-material.pdf. |
Record archival policy |
This policy provides the framework for archival of the communications with the stock
exchanges. |
https://www.oracle.com/a/ocom/docs/ industries/financial-services/record-
archival-policy.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. |
https://www.oracle.com/a/ocom/docs/industries/financial-services/ofss-party-
transactions-policy.pdf |
Remuneration policy |
This policy establishes principles governing remuneration of the directors, key
managerial personnel and senior management of the Company. |
https://www.oracle.com/a/ocom/docs/industries/financial-services/ofss-remuneration-policy.pdf |
Related party transactions
All related party transactions entered into by the Company during the financial year
2022-23 were at an arm's length basis and in the ordinary course of business. As required
under the Act, form AOC-2 is annexed as Annexure 1 to this report.
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 ensure its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the Company are systematically addressed
through mitigating actions on a continuing basis. The development and implementation of
risk management plan have been covered in the Management's Discussion and Analysis Report
that forms part of this Annual Report.
Board evaluation
In accordance with the requirements of Section 178 of the Act and Regulation 17(10) of
the Listing Regulations, the Chairperson of the Nomination and Remuneration Committee
conducted the evaluation of the performance of the Board and its Committees by seeking
inputs from all the Directors based on various criteria such as composition, effectiveness
of processes / meetings, information sharing, functioning, etc. The Board evaluation
report for financial year 2022-23 was adopted at the Board Meeting held on April 26, 2023.
Subsidiaries
Your Company has subsidiaries in Greece, India, Chile, China, Mauritius, Singapore, the
Netherlands and the United States of America. The Company does not have any associate or
joint venture company within the meaning of Section 2(6) of the Act.
Pursuant to provisions of Section 129(3) of the Act, 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 Act, 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 https://investor.ofss.oracle.com.
Research and development
Your Company continuously makes significant investments in research and development
(R&D) to offer Information Technology solutions that the global financial services
industry needs today and will need tomorrow. Your Company's dedicated in-house R&D
centers have produced a number of IT products that are used by banks in more than 150
countries around the world for running their critical operations. The investment your
Company makes in building applications, coupled with access to Oracle's technology,
provides a unique competitive edge to its offerings.
Deposits
During the financial year 2022-23, the Company has not accepted any deposits within the
meaning of Sections 73 and 76 of the Act 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, has
also been received stating that none of the Directors on the Board of the Company has been
debarred or disqualified from being appointed or continuing as a Director of the Company
by the SEBI, MCA or any such statutory authority.
Statutory Auditors' report
There are no qualifications, reservations, adverse remarks or disclaimers in the
Statutory Auditors' report.
Secretarial audit report
In terms of Section 204 of the Act and the Rules made thereunder, the Board has
appointed Mr. Prashant Diwan, Practicing Company Secretary, as the Secretarial Auditor of
the Company for the financial year 2022-23. The Secretarial Audit report is annexed as
Annexure 2 to this report. The Secretarial Audit report does not contain any
qualifications, reservations, adverse remarks or disclaimers.
Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report pursuant to Regulation 34 of the
Listing Regulations for the financial year 2022-23 that forms part of this Annual Report
has been hosted on the website of the Company at https://investor.ofss.oracle.com.
Employee Stock Option Plan (ESOP)
The Members of the Company at their Annual General Meeting held on August 14, 2001 had
approved grants 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 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, in force, and those that will be granted by the
Company in future.
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 Plan
("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 its Initial Public Offer ("IPO") in 2002 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, 2023, there are no options outstanding
under ESOP Scheme 2002 and ESOP Scheme 2010.
Pursuant to ESOP Schemes approved by the Members of the Company, the Board of Directors
have further approved the Employees Stock Option Plan 2011 Scheme ("Scheme
2011") and Oracle Financial Services Software Limited Stock Plan 2014 ("OFSS
Stock Plan 2014"). The details of the Company's ESOP schemes are disclosed in note 29
(b) in the notes to accounts of the unconsolidated financials of the Company that form
part of this Annual Report.
As per the Scheme 2002, Scheme 2010 and Scheme 2011, each of 20% of the total options
granted vest on completion of 12, 24, 36, 48 and 60 months from the date of grant.
In respect of the OFSS Stock Plan 2014, each of 25% of the total options / OSUs
granted vest on completion of 12, 24, 36 and 48 months from the date of grant. Any vesting
is subject to continued employment with the Company or its subsidiaries. Options / OSUs
have an exercise period of 10 years from the date of grant. The employee / Director pays
the exercise price and applicable taxes upon exercise of vested options / OSUs.
All the above mentioned Schemes of the Company are in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 applicable from time to time.
Applicable disclosures relating to Employees Stock Option Schemes, pursuant to SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, are placed on the website of
the Company at https://investor.ofss.oracle.com.
The details of the options and/or OFSS Stock Units ("OSUs") granted under the
Scheme 2002, Scheme 2010, Scheme 2011 and OFSS Stock Plan 2014 to eligible employees /
Directors of the Company and subsidiaries from time to time till March 31, 2023 are given
below:
Particulars |
Scheme 2002 |
Scheme 2010 |
Scheme 2011 |
OFSS Stock Plan 2014 |
OFSS Stock Plan 2014 |
Total |
|
(Stock Options) |
(OSUs) |
|
Pricing Formula |
At the market price as on the date of grant |
5 |
|
Variation of terms of grant |
None |
None |
None |
None |
None |
|
Granted |
5,167,920 |
638,000 |
1,950,500 |
1 78,245 |
1,465,030 |
9,399,695 |
Lapsed and forfeited |
(620,725) |
(304,362) |
(606,276) |
(65,694) |
(132,159) |
(1,729,216) |
Exercised |
(4,547,195) |
(333,638) |
(1,251,851) |
(15,886) |
(683,515) |
(6,832,085) |
Total number of options in force as on March 31, 2023 |
|
|
92,373 |
96,665 |
649,356 |
838,394 |
The details of OSUs granted to Directors and Senior Managerial Personnel under OFSS
Stock Plan 2014 during the financial year ended March 31, 2023 are as follows:
Name |
Designation |
Number of OSUs* |
Mr. Chaitanya Kamat |
Managing Director & Chief Executive Officer |
38367 |
Mr. Makarand Padalkar |
Whole-time Director & Chief Financial Officer |
19151 |
Mr. Arvind Gulhati |
Vice President - Business Planning and Ops |
6506 |
Mr. Avadhut Ketkar |
Chief Accounting Officer |
4940 |
Mr. Goutam Chatterjee |
Vice President - Consulting Quality & Testing |
490 |
Mr. Karthick Prasad |
Vice President, Product Development |
2972 |
Ms. Laura Balachandran |
Vice President - Business Planning and Ops |
396 |
Mr. Mahesh Rao |
Regional Vice President - Consulting |
2197 |
Mr. Onkarnath Banerjee |
Company Secretary and Compliance Officer |
2470 |
Mr. Rajaram Vadapandeshwara |
Vice President - Software Development |
988 |
Mr. Sanjay Bajaj |
Vice President - OFSAA Development Operations |
906 |
Mr. Sanjay Ghosh |
Regional Vice President - Consulting |
824 |
Mr. Surendra Shukla |
Vice President - Product Support |
2635 |
Mr. Tushar Chitra |
Vice President - Product Strategy & Marketing |
1647 |
Mr. Unmesh Pai |
Vice President, Software Development |
1647 |
Mr. Vikram Gupta |
Group Vice President - Banking Development |
20419 |
Mr. Vinayak Hampihallikar |
Vice President - Consulting |
5789 |
Mr. Vivek Jalan |
Vice President Real Estate and Facilities |
553 |
*Grant price of each OSU is 5
(a) Any other employee, who receives grant in any one year amounting to 5% or more of
options / OSUs granted during the year None
(b) 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 None
(c) 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 204.37
The compensation cost arising on account of grant of options and OSUs is calculated
using the fair value method. The reported profit for financial year 2022-23 is after
considering the cost of employee stock compensation of 584.81 using fair value method on
options / OSUs.
The weighted average share price for the year over which options / OSUs were exercised
was 3,181. Money realized on allotment of 150,714 fresh equity shares as a result of
exercise of options / OSUs during the financial year 2022-23 was 793.42 million. The
Company has recovered from the employees / directors the perquisite tax applicable on
exercise of options / OSUs. The weighted average fair value of OSUs granted during the
year was 3,053 calculated as per the Black Scholes valuation model, with details of
features incorporated, as stated in 29 (b) in the notes to accounts of the unconsolidated
financials.
Transfer of equity shares and unpaid / unclaimed dividend to IEPF
Pursuant to applicable provisions of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
Company has transferred to the credit of Investor Education and Protection Fund
("IEPF") set up by the Government of India, equity shares in respect of which
dividend had remained unpaid/ unclaimed for a period of seven (7) consecutive years
within the timelines prescribed under the Act. Unpaid / unclaimed dividend for seven (7)
years or more has also been transferred to the IEPF.
Human resources
Employees are critical assets of the organization and their success and wellbeing is
key to the Company's performance. Your Company endeavors to constantly hire and retain the
best talent and be among the preferred employers in the industry. The Company constantly
invests in building capabilities of its employees in the areas of technology, industry
domain and soft skills; and emphasizes on building an inclusive and collaborative work
culture along with systems that promote and enable high performance offering an enriching
career to the employees.
Employee safety, health and open culture is of paramount importance to your Company and
is committed to providing a safe and respectful work environment that is free from
harassment or discrimination irrespective of background of the employees. Sexual or other
harassments or discrimination against applicants or employees is strictly forbidden. The
Company has Prevention of Sexual Harassment 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 communications.
The Company has setup Internal Complaints Committees at every location where it operates
in India as per the regulations.
As of March 31, 2023, your Company had 8,593 employees (March 31, 2022 7,884) including
employees of the subsidiaries. The details of complaints pertaining to sexual harassment
that were filed, disposed of and pending during the financial year are provided in the
Corporate Governance report which is a part of this Annual Report.
Corporate social responsibility
The Company has constituted Corporate Social Responsibility ("CSR") Committee
in accordance with the provisions of the Act. The details of the CSR Committee are
provided in the Corporate Governance Report which is a part of this Annual Report.
Pursuant to Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, the
annual report on the CSR activities for the financial year ended March 31, 2023 is annexed
as Annexure 3 to this report.
Internal financial controls
The Board has adopted adequate policies and procedures in terms of Internal Financial
Controls commensurate with the size, scale and complexity of the Company's operations.
Such policies and procedures ensure orderly and efficient conduct of business,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
information.
The Internal Audit team monitors and evaluates the efficacy and adequacy of the
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.
Directors' responsibility statement
As required under Section 134(5) of the Act, for the financial year ended on March 31,
2023, the Directors hereby confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls and that such internal
financial controls are adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Auditors
The Members of the Company have appointed M/s. S. R. Batliboi & Associates LLP,
Chartered Accountants, (ICAI Firm Registration No. 101049W), as the Statutory Auditors of
the Company till the conclusion of the 38th Annual General Meeting to be held in the year
2027.
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 Act 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 the
provisions of Section 148(1) of the Act are not applicable for the business activities
carried out by the Company.
Material changes and commitments
There have been no material changes and commitments which affect the financial position
of the Company which have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
Significant and material orders
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
Other Disclosures
The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof - Not applicable.
The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the
financial year Not applicable.
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 Act and
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
infrastructure management equipment which optimize energy consumption. The Company
continues to support Oracle's global sustainability goals of reducing waste to landfill
and conserving energy.
Technology absorption
The Company regularly strives to utilize newer technologies with a view to conserve
energy and create an environmentally friendly ecosystem. The initiatives taken by the
Company are summarized below: Network: The Company continues to invest in upgrading and
modernizing its 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: The Company operates the infrastructure on a next generation cloud
platform. All corporate applications are hosted on the Oracle next generation cloud. This
move significantly reduces infrastructure costs as well as space and power utilization
across the globe. Leveraging the cloud platform, the Company has consolidated datacenters
and manages increasing demand through flexible infrastructure utilization.
Business Resiliency: The Company has successfully implemented disaster recovery
initiatives for critical infrastructure services. This has been adequately tested during
this pandemic crisis, minor deficiencies were mitigated, and the plan has been made more
efficient and effective.
Virtual presence: The 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 have enhanced
business operations. This facilitates communication across the globe minimizing travel and
increasing efficiencies from a support perspective by making self-service operations
easier and effective. Conference room facilities have been enhanced and standardized
across the organization to ensure smooth and seamless operations from any of the Company's
location.
All these initiatives provide a secure, efficient and environment friendly operating
environment to the employees.
Foreign exchange earnings and outgo:
(Amounts in million)
Foreign exchange earnings |
37,771.57 |
Foreign exchange outgo (including capital goods and other expenditure) |
2,317.74 |
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 broaden and deepen various potential
markets globally. Experienced sales and marketing specialists focus on building strong
international business presence to develop new export markets for your Company.
Prospects
The banking and financial services industry continued to face disruptions due to
geopolitical and economic shockwaves. New age and nimble fintechs are nibbling away
segments of their businesses, especially in the growth areas. These disruptions have
accelerated the need for the financial institutions to transform themselves to meet the
changing customer expectations. To address these challenges, banks and FIs are
accelerating digital revolution, coupled with harnessing data to deliver actionable
insights, and drive progressive modernization to offer an enhanced user experience.
Your Company's innovation-led approach enables digital transformation across critical
business areas. Your Company caters to the customers ranging from small and medium banks
operating in small regions to large banks and financial institutions operating across the
globe. The Company's solutions deliver flexibility of deployment and interoperability to
cater to the needs of all categories of clients. Its deep expertise in a wide spectrum of
solutions in banking ensures that the Company can meet the next level of expectations.
Within these disciplines, your Company continues to provide products and services for
retail banking, corporate banking, universal banking, payments, life insurance, annuities,
health insurance, and asset management.
The best-in-class solutions are built on top of a common core of technologies and
enterprise applications to offer financial institutions a pre-integrated full stack that
delivers a comprehensive set of solutions that can save cost, drive efficiency, and scale.
As the markets are slowly evolving into software-as-a-service model, your Company has
adapted its offerings for SaaS / cloud but can also be offered on-premise depending upon
the customers' choice. Oracle's integrated cloud platform serves as the core for
innovation and applications that enable digital banking, integrated finance, accounting
and performance, financial crime compliance management, revenue management, billing, and
human capital management all to help organizations effectively adapt, grow, and stay
relevant in the industry.
Statement on compliance of applicable Secretarial Standards
The Company complies with all applicable mandatory provisions of Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI).
Employee particulars
The information required under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) 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, subsidiaries, 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 |
2 |
Mr. Richard Jackson |
2 |
Mr. Sridhar Srinivasan |
2 |
Ms. Jane Murphy |
2 |
Executive Directors |
|
Mr. Chaitanya Kamat* |
26 |
Mr. Makarand Padalkar* |
7 |
*Excludes the (perquisite) value towards difference between the fair market value and
the exercise price on the date of exercise of options.
ii. The percentage increase in remuneration of each director, chief executive officer,
chief financial officer and secretary in the financial year:
Name and Title |
Percentage increase / (decrease) of remuneration in FY 2023 as compared
to FY 2022 |
Non-Executive, Independent Directors |
|
Mr. S Venkatachalam |
Nil |
Mr. Richard Jackson |
Nil |
Mr. Sridhar Srinivasan |
Nil |
Ms. Jane Murphy |
Nil |
Managing Director and Chief Executive Officer # Mr. Chaitanya Kamat |
9 |
Whole-time Director and Chief Financial Officer # Mr. Makarand Padalkar |
6 |
Company Secretary and Compliance Officer # Mr. Onkarnath Banerjee |
9 |
#Excludes the (perquisite) value towards difference between the fair market value on
the date of exercise of options and the exercise price.
iii. The percentage increase in the median remuneration of employees in fiscal 2023, as
compared to fiscal 2022:
10%
iv. The number of permanent employees on the rolls of the Company:
7,680 as on March 31, 2023.
v. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
During the financial year 2022-23, the average remuneration of employees other than the
key managerial personnel increased by 16% over the previous year. During the same period,
average remuneration of the key managerial personnel increased by 9%.
vi. Affirmation that the remuneration is as per the remuneration policy of the Company:
The remuneration is as per the remuneration policy of the Company.
The statement containing particulars of employees as required under Section 197(12) of
the Act 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 Act, the said annexure is open for
inspection at the Registered Office of the Company. Any Member interested in obtaining a
copy of the same may write to the Company Secretary.
Acknowledgements
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, the State Governments
in the jurisdictions it operates and their various agencies and departments. 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.
For and on behalf of the Board
S Venkatachalam
Chairperson DIN: 00257819
June 14, 2023
|