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Oracle (OFSS) ASP Private Limited Directors’ Report To the Members, Your Directors are pleased to present the Eighth Annual Report on the business and operations of your company, together with the audited accounts for the year ended 31 st March, 2011. FINANCIAL PERFORMANCE (Rs. in lacs) For the year ended March 31, 2011 2010 Total Income 946.82 1,964.94 (Loss) / Profit during the period before Depreciation and tax (212.98) 470.35 Depreciation (207.88) (483.60) Provision for Tax 2.50 (48.57) Net Losses during the period carried over to Balance Sheet (418.36) (61.82) As the Company has incurred loss of Rs.418.36 Lacs in the current year, no amount is proposed to be transferred to reserves. OPERATIONS The amount shown as Total Income consists of ASP fees, Product licenses and related activities, IT solutions and consulting services, Interest earned on Fixed Deposits with Banks. The company’s revenue showed a negative growth of 52%. The company’s manpower resources recorded a reduction in numbers from 135 to 74. DIVIDEND Your directors do not recommend a dividend for the year ended 31 st March, 2011.

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Page 1: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

Oracle (OFSS) ASP Private Limited

Directors’ Report To the Members, Your Directors are pleased to present the Eighth Annual Report on the business and operations of your company, together with the audited accounts for the year ended 31st March, 2011. FINANCIAL PERFORMANCE

(Rs. in lacs) For the year ended

March 31, 2011 2010Total Income 946.82 1,964.94(Loss) / Profit during the period before Depreciation and tax

(212.98) 470.35

Depreciation (207.88) (483.60)Provision for Tax 2.50 (48.57)Net Losses during the period carried over to Balance Sheet (418.36) (61.82)

As the Company has incurred loss of Rs.418.36 Lacs in the current year, no amount is proposed to be transferred to reserves. OPERATIONS

• The amount shown as Total Income consists of ASP fees, Product licenses and related activities, IT solutions and consulting services, Interest earned on Fixed Deposits with Banks.

• The company’s revenue showed a negative growth of 52%. • The company’s manpower resources recorded a reduction in numbers from 135

to 74. DIVIDEND Your directors do not recommend a dividend for the year ended 31st March, 2011.

Page 2: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

CAPITAL The Nominal Capital of the Company is Rs.20,00,00,000/- (Twenty Crores only) divided into 2,00,00,000 equity shares of Rs.10/- each and paid-up capital is Rs.5,17,00,000/- divided into 51,70,000 equity shares of Rs.10/- each fully paid. Your company is a wholly owned subsidiary of Oracle Financial Services Software Limited. The Company has no subsidiary company. CHANGE IN REGISTERED OFFICE With effect from December 13, 2010, the Registered Office of the Company was changed to Oracle Park, Off Western Express Highway, Goregaon (East), Mumbai 400063. BUSINESS OVERVIEW: After a long drawn global slowdown which impacted almost every line of business world-wide, the ASP line of business had just about started to pickup demand. However, due to a strategic decision taken by Oracle Financial Services Software Limited (OFSS) (parent company) under instructions from Oracle Corporation, ASP Line of Business was decided to un-wind its business operations. Since the beginning of the year, there were indications given to stop bidding for new business, not to enter into any new contracts, try closing / exiting out of current client contracts. This was firmed up mid way through the year, with a clear decision and instructions to wind down. As such, the Company could not execute any new orders all through the year. Couple of bids that were undertaken were not pursued to closure. The Company was just about able to manage its Cash Outflows as no new Revenue opportunities came by. Even the other Lines of Business that were very profitable and being undertaken like Resource Augmentation, Consulting, Implementation of FC signed under License Contract by OFSS were not permitted to be executed, as Oracle Corp contracts & legal team did not permit us to execute any new orders, excepting those where we had already committed or got engaged to undertake. The above now reflects through the financial statements prepared for the year. Revenues have dropped significantly, losses have mounted as the fixed expenses that were committed Eg Premises Rental, Staff Salaries, Sustenance of other fixed costs like Electricity, Telephones, 3rd Party Contracts like Data Center expenses, had to be incurred at the same level even though no new revenues were getting added.

Page 3: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

This resulted in draining the revenues and reversing the profitability growth that the company had gathered over the last few years. It also resulted in uncertainty amongst the employees, who started quitting, despite the fact that most were given assurance that they would be absorbed in OFSS depending on their roles & responsibilities. A firm decision to merge the entity with OFSS was taken in the middle of the Financial Year. Once the decision was made, the Company took steps to curtail expenses to the extent possible to keep the costs down. It also ran into difficulties in trying to convince its customers to now move out of the ASP / hosting services as they had signed up with the company with a long term service agreement intention. One of the ASP client’s contract documentation could not be executed for more than a year, as there were no standard ASP / hosting contract templates that were available within Oracle Corp which resulted in non-billing of the client for the entire duration of the contract serviced. The existing ASP / hosting clients are being turned into “licensed based” contracts and the process of migration is in progress. Contracts and documentation relating to migration is being executed in close co-ordination with the clients management team. It is possible that one of its client viz SBM might want the Company to serve them on ASP model for an extended period as they are not equipped to set-up a IT division within their bank and manage it on their own, though the company is trying its best to convince them to move out in line with the decision made by HQ. The employees who continued to serve the company are being absorbed into OFSS rolls and the process of getting them re-hired in OFSS is work-in-progress. The licensed clients managed by the Company have been transitioned to OFSS relationship and support including the transfer of employees, revenues and associated aspects without impacting the client in any manner. FIXED DEPOSITS During the financial year 2010-11, the Company has not accepted any fixed deposits within the meaning of Section 58 A of the Companies Act, 1956, and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet. EMPLOYEES There was no employee who was in receipt of remuneration in aggregate of not less than the sum as specified pursuant to section 217(2A) of the Companies Act, 1956.

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO a. Conservation of energy The operations of the Company are not energy-intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast based lighting. Further, office has been designed to maximize the use of ambient lighting while conserving the air-conditioning. The expenses on power in relation to income is nominal and under control. b. Technology absorption Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality up-gradation of the software hosting, deployment process, which is the core business of the company. c. Foreign Exchange Earnings And Outgo:

(Rs. in lacs) 31st March, 2011 31st March, 2010 Foreign Exchange Earnings 127.46 331.04 Foreign Exchange Outgo 6.49 14.35 DIRECTORS:

Mr. Atul Kumar Gupta and Mr. Vivek Govilkar retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Board recommends to the members the resolutions for re-appointment of Mr. Atul Kumar Gupta and Mr. Vivek Govilkar as Directors of the Company. Mr. Joseph John ceased to be the Director of the Company with effect from April 28, 2010. The Directors placed on record the contribution made by Mr. Joseph John during his tenure.

Page 5: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

AUDIT COMMITTEE Pursuant to Section 292-A of the Companies Act, 1956, the Company has constituted Audit Committee comprising of following Directors as its members: Mr. Atul Kumar Gupta (Chairman – Audit Committee) Mr. Vivek Govilkar Mr. Avadhut Ketkar The Audit Committee shall exercise its powers in terms of Section 292A of the Companies Act, 1956. AUDITORS:

M/s. Mukund M Chitale & Co., ( bearing firm registration no. 106655W) Chartered Accountants, Mumbai, the present Statutory Auditors of the Company hold office till the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Members are requested to appoint the Auditors of the Company from conclusion of the ensuring Annual General Meeting to the conclusion of next Annual General Meeting and fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT: As required under Section 217 of the Companies Act, 1956 the Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a ‘going concern’ basis.

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ACKNOWLEDGEMENTS: Your Directors wish to thank its strategic alliance partners, service providers, and other government and regulatory authorities for their support, guidance and co-operation. Your Directors also wish to place on record their sincere appreciation of the dedicated efforts put in by the employees of the Company during the year.

For and on behalf of the Board Makarand Padalkar Chairman May 5, 2011

Page 7: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

Oracle (OFSS) ASP Pvt Ltd

Balance Sheet as at 31st March, 2011 Current Year Previous Year

Note Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Sources of Funds

SHAREHOLDERS FUNDS

Share Capital 1 51,700,000 51,700,000

Reserves & Surplus 2 775,500 16,710,248

Total 52,475,500 68,410,248

LOAN FUNDS

Secured Loans - -

Unsecured Loans - -

Total - -

TOTAL 52,475,500 68,410,248

Application of Funds

FIXED ASSETS 3

Gross Block 169,203,711 169,203,711

Less: Accumulated Depreciation 150,761,767 129,973,397

Net Block 18,441,944 39,230,314

INVESTMENTS - -

CURRENT ASSETS, LOANS AND ADVANCES 4

Sundry Debtors 15,949,989 30,153,427

Cash and Bank balances 25,850,909 35,660,597

Other Current Assets 79,464,814 79,290,073

Loans & Advances - 75,392

Total (A) 121,265,712 145,179,489

LESS: CURRENT LIABILITIES AND PROVISIONS 5

Current Liabilities 90,044,171 92,440,660

Provisions 23,089,413 23,558,895

Total (B) 113,133,584 115,999,555

NET CURRENT ASSETS (A-B) 8,132,128 29,179,934

MISCELLANEOUS EXPENDITURE - -

(to the extent not written off or adjusted)

PROFIT AND LOSS ACCOUNT 25,901,428 -

TOTAL 52,475,500 68,410,248

NOTES TO ACCOUNTS 12

0

The accompanying notes 1 to 12 form an integral part of the accounts 0

Page 8: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

Oracle (OFSS) ASP Pvt Ltd

Profit & Loss Account for the year ended

31st March 2011 Current Year Previous Year

Note Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

INCOME

Operating Income 6 85,060,422 192,997,067

Other Income 7 9,621,935 3,496,667

Total 94,682,357 196,493,734

EXPENDITURE

Operating Expenses 8 22,383,872 37,539,903

Employee Expenses 9 58,288,815 72,520,621

Other Expenses 10 35,285,547 39,363,145

Financial Expenses 11 22,351 34,952

Depreciation 3 20,788,370 48,360,145

Total 136,768,955 197,818,765

PROFIT / (LOSS)

Net (Losses) for the year (42,086,598) (1,325,031)

Less: Provision for Tax - 5,295,216

Add: Income Tax Prior Years 285,772

Less: Fringe Benefit tax 35,350 -

Add: MAT Credit Entitilement 437,846

Net (Losses) after tax (41,836,176) (6,182,401)

Profit brought forward from earlier years 15,934,748 22,117,150

Balance carried over to Balance Sheet (25,901,428) 15,934,748

NOTES TO ACCOUNTS 12

Earnings per share (in Rs.)

(Face value Rs.10/- per share)

Basic & Diluted

The accompanying notes 1 to 12 form an integral part of the accounts

Page 9: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

1. SHARE CAPITAL Current Year Previous Year

Amount (Rs.) Amount (Rs.)

Authorised Capital

2,00,00,000 Equity shares of Rs.10/- each 200,000,000 200,000,000

Issued, Subscribed and Paid-up 51,700,000 51,700,000

51,70,000 (Previous Year 51,70,000) Equity shares

of Rs.10/- each fully paid-up

(All the above shares are held by Oracle Financial Services

Software Ltd.) 51,700,000 51,700,000

2. RESERVES AND SURPLUS Current Year Previous Year

Amount (Rs.) Amount (Rs.)

Security Premium Account 775,500 775,500

Profit & Loss Account - 15,934,748

775,500 16,710,248

Oracle (OFSS) ASP Pvt Ltd

Page 10: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

Rate of

Description Dep. As at Sale/ As at As at For the Deletion/ As at As at As at

% 01-04-2010 Additions Adjustments 31-03-2011 01-04-2010 year Adjustments 31-03-2011 31-03-2011 31-03-2010

(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (12) (13)

Improvements to premises 20.00 6,918,363 - - 6,918,363 2,681,768 1,308,109 - 3,989,877 2,928,486 4,236,595

Computer Equipment 33.33 116,201,854 - - 116,201,854 103,901,515 10,907,830 114,809,345 1,392,509 12,300,339

Furniture, Fixtures & Fittings 14.29 6,743,990 - - 6,743,990 2,268,642 950,508 - 3,219,150 3,524,840 4,475,348

Equipment & Appliances 14.29 8,820,778 - - 8,820,778 2,993,366 1,198,633 4,191,999 4,628,779 5,827,412

System Software 33.33 30,518,726 - - 30,518,726 18,128,106 6,423,290 - 24,551,396 5,967,330 12,390,620

Total 169,203,711 - - 169,203,711 129,973,397 20,788,370 - 150,761,767 18,441,944 39,230,314

Previous Year 165,289,683 3,914,028 - 169,203,711 81,613,252 48,360,145 - 129,973,397 39,230,314 -

Oracle (OFSS) ASP Pvt. Ltd.

3. Fixed Assets

Gross Block Depreciation Net Block

Page 11: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

4. CURRENT ASSETS, LOANS AND ADVANCES Previous Year

Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

A) CURRENT ASSETS

Sundry Debtors

Unsecured and considered good

----- More than six months 8,959,936 12,712,995

----- Others 14,288,529 27,021,630

23,248,465 39,734,625

Less:Provision for Doubtful Debts 7,298,476 15,949,989 9,581,199 30,153,427

Cash and bank balances

Cash in hand 17,626 29,390

Balances with scheduled bank

----- Current Account 10,833,283 8,231,208

----- Deposit Account 15,000,000 25,850,909 27,399,999 35,660,597

Other current assets

----- Interest Accrued on Fixed Deposits 911,320 639,936

----- Prepaid expenses 1,306,357 4,814,865

----- Income Tax 68,130,059 56,869,728

----- Deposits 66,977 4,566,977

----- Others 9,050,101 79,464,814 12,398,568 79,290,073

B) LOANS AND ADVANCES

Advances Recoverable in cash or kind- Unsecured - 75,392

and considered good - 75,392

121,265,712 145,179,489

5. CURRENT LIABILITIES & PROVISIONS Previous Year

Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

A) CURRENT LIABILITIES

Accounts payable

…….Due to Small Scale Industries - -

…….Statutory dues 2,433,166 5,689,362

…….Due to Others 85,549,753 73,822,977

Other Current liabilities 2,061,252 12,928,321

90,044,171 92,440,660

B) PROVISIONS

Provision for Tax 19,809,598 20,095,370

Provision for FBT 52,350 530,815

Provision for Gratuity 3,227,465 2,932,710

23,089,413 23,558,895

Current Year

Current Year

Oracle (OFSS) ASP Pvt Ltd

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6. OPERATING INCOME Current Year Previous Year

Amount (Rs.) Amount (Rs.)

ASP Fees for Software Usage 36,552,521 48,057,518

Product licenses and related activities 16,711,542 42,746,657

IT solutions and consulting services 31,796,359 102,192,892

85,060,422 192,997,067

7. OTHER INCOME Current Year Previous Year

Amount (Rs.) Amount (Rs.)

Interest on

------Bank Deposits 2,060,045 2,178,170

(TDS Rs.206,005 Previous Year Rs.217,817)

Excess gratuity provision written back - 745,802

Interest on Income Tax 2,363,418 418,415

Miscellanous Income - 148,500

Reversal Of Provision for Doubtful Debts 2,282,722 -

Sundry Balance Written Back 2,915,750 5,780

Interest on Income Tax Refund Receviable - -

9,621,935 3,496,667

8. OPERATING EXPENSES Current Year Previous Year

Amount (Rs.) Amount (Rs.)

Professional Charges 21,310,043 36,475,071

Application Software Expenses 1,073,829 1,064,832

22,383,872 37,539,903

Oracle (OFSS) ASP Pvt Ltd

Page 13: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

9. EMPLOYEE EXPENSES Current Year Previous Year

Amount (Rs.) Amount (Rs.)

Salaries and Allowances 52,650,356 66,171,104

Provident Fund & Other welfare funds 3,384,113 4,363,449

Provision for Gratuity 836,833 -

Staff welfare expenses 394,629 1,059,866

Training and Recruitment expenses - 18,739

Staff Insurance Premium 1,022,884 907,463

58,288,815 72,520,621

10. OTHER EXPENSES Current Year Previous Year

Amount (Rs.) Amount (Rs.)

Travelling & Conveyance 2,577,834 6,588,281

Telephone & Communication 495,325 550,457

Lease line & Internet expenses 57,142 273,251

Electricity charges 2,049,258 3,103,195

Business Development Expenses 211,887 348,751

Printing & Stationery 211,108 394,234

Legal & Professional charges 10,621 25,005

Miscellaneous Expenses 183,549 18,673

Software Maintenance expenses 2,742,496 1,668,073

Auditors Remuneration

--Audit fees 350,000 350,000

--Other Services 50,000 50,000

Insurance 56,650 1,330

Books & Periodicals 11,004 5,455

Postage & Courier expenses 27,533 48,853

Provision for Doubtful Debts - 732,334

Bad Debts 2,339,550 -

Rent Rates & taxes 17,890,383 19,050,820

Repairs & Maintenance

--------Premises 1,135,340 1,367,780

--------Plant & Machinery 4,007,110 1,819,588

--------Others 22,400 46,011

Refreshment expenses 152,043 322,151

Foreign Exchange fluctuation Loss 704,314 2,598,901

35,285,547 39,363,145

11. FINANCIAL EXPENSES Current Year Previous Year

Amount (Rs.) Amount (Rs.)

Bank Interest - 4,392

Bank Charges 22,351 30,560

22,351 34,952

Oracle (OFSS) ASP Pvt Ltd

Page 14: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

Oracle (OFSS) ASP Pvt. Ltd. 12. Notes to Accounts forming part of the Balance Sheet as at 31st March 2011

and the Profit and Loss Account for the year ended as on that date.

A. The Company is principally engaged in the business of providing software solutions to banks and other financial institutions as an Application Service Provider (“ASP”)

B. Accounting Policies:

1. AS 1 : Disclosure of Accounting Policies

i) The financial statements have been prepared in accordance with generally accepted accounting principles as adopted consistently by the Company and the provisions of the Companies Act, 1956 as amended from time to time.

ii) Accounting policies followed by the Company not specifically referred to otherwise are consistent with generally accepted accounting policies.

iii) The accounts are maintained on accrual basis as a going concern.

2. AS 3 : Cash Flow Accounting

The Cash Flow Statement is prepared under Indirect Method.

3. AS 6 : Depreciation Accounting

i) Depreciation is charged over the useful life of the fixed asset at the rates as estimated by the management on straight-line basis.

ii) Assets costing less than Rs. 5,000/- are written off in the year of purchase.

4. AS 9 : Revenue Recognition

ASP Business:

Income is recognised on delivery and subsequent milestone schedule as per the terms of the contract with the end user.

Product Licenses and related activities:

The income arising out of Annual maintenance of products and sub-licensing of software license to various clients is accounted as Product licenses and related activities. Income from AMC is recognized on period basis and sub-licensing of software license on invoicing.

IT solutions and consulting services:

Income is recognised on the basis of monthly confirmations received from the clients and invoicing.

Page 15: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

5. AS 10 : Accounting for Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation. Fixed Assets are

capitalized at cost on the date on which they are put to use. Cost includes cost of purchase and all expenditure necessary for installation of the asset and putting it to use. Subsequent expenditure incurred on assets put to use will be capitalized only where it increases the future benefit/functioning capability from/of such assets.

6. AS 11 : Accounting for the Effects of Changes in Foreign Exchange Rates

Income /Expenses in Foreign Currency are translated at the rate of exchange on

the date of the transaction. Assets and Liabilities denominated in foreign currencies are translated at the closing rate prevailing on 31st March 2011. Exchange difference arising on foreign currency transactions is included in the Profit and Loss.

7. AS 15 : Accounting for Retirement Benefits

Contributions to Provident fund are made to the appropriate authorities. The

company has made provision for Gratuity on the basis of Actuarial Valuation provided by actuarial consultant. The Company has made provision for leave encashment on the basis of company’s policy.

8. AS 17 : Segment Reporting

The Company has classified its revenue into two segments, ASP Fees and

Consulting and other services. The Company has also classified its revenue into two geographical segments by locations of its customers. The detailed disclosure of segment reporting is given under item No.18.

9. AS 18: Related Party Transactions

Disclosure is made as per the requirement of the standard and the same is given under item No. 19.

10. AS 19: Leases Operating Leases Lease of Asset under which all the risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease payments under Operating Leases are recognised as an expense on accrual basis in accordance with respective lease agreements. The disclosure as required by AS 19 in respect of operating leases in the books of lessee are given in item no.20.

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11. AS 20 : Earnings Per Share

Disclosure is made in Profit/Loss Account as per the requirements of the Standard and the details are given under item No. 21.

12. AS 22 : Accounting for Taxes on Income

Current Tax: Provision for income tax is made on the basis of the estimated

taxable income for the current accounting period in accordance with the Income Tax Act, 1961.

Deferred Tax: The Company has not recognized deferred tax asset as a matter of prudence.

13. AS 26 : Intangible Assets

Intangible Assets consist of Systems Software which are capitalized and are

written off in 3 years. 14. AS 28: Impairment of Assets

An Asset is considered as impaired in accordance with Accounting standard 28

on Impairment of Assets when at Balance Sheet date there are indications of impairment and the carrying amount of Asset exceeds its recoverable amount (i.e. the higher of the assets Net selling price and Value in Use). The carrying amount is reduced to the recoverable amount and the reduction is recognized as an Impairment loss in the profit and Loss Account.

15. AS 29: Provision and Contingent liabilities

Provisions are recognized for liabilities that can be measured only by using substantial degree of estimation. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates. Contingent liability is disclosed in case of possible obligation where the probability of outflow of resource is not certain.

C. Notes to Accounts :

16. The balances of Debtors and creditors are subject to confirmations.

17. Debtors includes amount due from holding company Rs 56,38,827/-and fellow subsidiaries Rs. 51,46,850/-

Page 17: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

18. Segment Reporting The segment information required as per accounting standard 17 is given below: Segment Reporting Year ended A Primary Business

Segments

31-Mar-11

Description

ASP Fees

Consulting & Other

services Total (Rs.)

Revenue 3,65,52,521 4,85,07,902 8,50,60,423 Cost of Revenue 9,451,687 44,997,752 54,449,439 (excluding depreciation and

amortization )

Gross Profit 27,100,834 3,510,150 30,610,984 General and administrative

Expenses

61,531,145 Depreciation & Amortization 2,07,88,370 Operating Profit/(Loss) (51,708,531) Other Income 9,621,934 Income/(Loss) before Income Tax (42,086,597) Income Tax Prior Years 250,422 Net Income/(Loss) (41,836,175) B. Secondary geographical

Segment

customers located in

India

customers located

outside India Total Revenue 7,23,14,744 1,27,45,679 8,50,60,423 Segment Reporting Year ended

31-March 10 A .Primary Business Segment

Description

ASP Fees

Consulting & Other

services Total (Rs.)

Revenue 48,057,518 144,939,549 192,997,067 Cost of Revenue 14,636,072 954,24,452 110,060,524 (excluding depreciation and amortization )

Gross Profit 33,421,446 49,515,097 82,936,543 General and administrative Expenses

39,398,096

Depreciation & Amortization 48,360,145 Operating Profit/(Loss) (4,821,698) Other Income 3,496,667 Income/(Loss) before Income Tax

(1,325,031)

Provision for Taxes 4,857,370 Net Income/(Loss) (6,182,401)

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B. Secondary geographical Segment

customers located in

India

customers located

outside India Total Revenue 157,540,389 35,456,678 192,997,067

19. Related Party Transactions Names of related parties and description of relationship:

1. Holding Company Oracle Financial Services Software Ltd. 2. Fellow Subsidiaries OFSS b.v., OFSS Inc. & Oracle (India) Pvt. Ltd. 3. Key Management Personnel Mr. Venkata Subramanian Payment made to key management personnel is Nil.

Details of Related Party transactions are as under: Particulars Holding Company Fellow Subsidiaries

Year 2010-11 2009-10 2010-11 2009-10 Rendering of Services (Revenue)

32,603,303 85,611,845 14,832,374 26,925,960

Professional Charges and Other Expenses 11,825,874 39,750,793 105,726 1,672,253

Payable 74,326,342 86,392,693 - - Receivable 5,638,827 20,465,659 5,146,850 12,890,356

20.

Leases - Operating Lease The company leases offices and amenities under Lease agreements. Lease Rental for the year - Rs.17,535,932/- Particulars 31.03.2011 31.03.2010 Not later than one year 12,900,552 19,906,896 Later than one year and not later than five years - 21,437,732 Later than five years - - Total 12,900,552 41,344,628

21.

Earnings Per Share :

As at 31.03.2011 As at 31.03.2010

Basic & Diluted Net Loss as per Profit & Loss Account after Tax

Rs. (41,836,175) Rs. (6,182,401)

No. of equity shares 5,170,000 5,170,000 Nominal value of shares 10/- 10/- Earnings per Share Rs. (8.09) Rs. (1.20)

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22.

Liability for employee benefits has been determined by an actuary , appointed for the purpose, in conformity with the principles set out in the Accounting Standard 15 (Revised) as prescribed by Companies (Accounting Standards) Rules,2006, the details of which are as hereunder.

Amount to Be Recognized in Balance Sheet

As at 31st March 2011 In Rs.

As at 31st March 2010 In Rs.

Present Value Of Funded Obligation

- -

Fair Value Of Plan Assets - - Present Value Of Unfunded Obligation

32,53,701 29,32,710

Unrecognized Past Service Cost

26,236 -

Amount not Recognized as an Asset(limit in para 59(b))

- -

Net Liability 32,27,465 29,32,710 Amounts In Balance Sheet

Liability 32,27,465 29,32,710 Assets - - Net Liability 32,27,465 29,32,710

Expenses To Be Recognized in Statement Of Profit & Loss

As at 31st March 2011 In Rs.

As at 31st March 2010 In Rs.

Current Cost 9,27,341 -Interest on Defined Benefit Obligation

2,97,225 -

Expected Return on Plan Asset

- -

Net Actuarial Losses/(Gains) Recognized in Year

(4,20,094) -

Past Service Cost 32,361 -Total Included in ‘Employees Benefit Expense’

8,36,833 -

Actual Return on Plan Assets

- -

Page 20: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

Reconciliation of Benefit Obligation & Plan Assets For The Period

As at 31st March 2011 In Rs.

As at 31st March 2010 In Rs.

Change in Defined Benefit Obligation Opening Defined Benefit Obligation

29,32,710 Nil

Current Service Cost 9,27,341 - Interest Cost 2,97,341 - Actuarial Losses/(Gains) (4,20,094) - Past Service Cost 58,597 - Benefit Paid (5,42,078) - Closing Defined Benefit Obligation

32,53,701 29,32,710

Change in Fair Value Opening Fair Value of Plan Asset

- -

Contribution by Employer

5,42,078 -

Benefit Paid (5,42,078) - Closing Fair Value of Plan Assets

- -

Summary Of the Actuarial Assumption Discount Rate 7.94% 7.90% Expected Rate of Return on Assets

0.00% 0.00%

Salary Escalation 8.00% 8.00%

Particulars As at 31st March 2011 Compensated Absences

As at 31st March 2010 Compensated Absences

Present Value Of Unfunded Obligation

32,53,701 29,32,710

Expenses recognized in the Statement of Profit and Loss

8,36,833 -

Discount Rate 7.94% 7.90% Salary Escalation 8.00% 8.00%

Page 21: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

23. The amount due to small – scale undertakings is furnished under the relevant head, on the basis of information available with the Company regarding small – scale industry status of suppliers.

The Company has not received any intimation from “suppliers” regarding their

status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid or payable as required under the said Act have not been given.

24. Information pursuant to provisions of Part II of Schedule VI of the Companies Act,

1956.

I) Earnings in Foreign Exchange : Rs. 12,745,679/-

II) Expenditure in Foreign Currency : Travelling expenses : Rs. 6,48,972 25. Value of Imports on CIF basis : Nil 26. Capital Commitments for fixed Assets : Rs. NIL 27. Previous year’s comparatives: The figures for the previous year have been

Re-grouped or realigned wherever necessary.

Page 22: Oracle (OFSS) ASP Private Limited Directors’ Report ... · development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has

Oracle (OFSS) ASP Pvt. Ltd.

Cash Flow for the Year Ended 31st March 2011

Particulars

Cash flow from operating activity 31.03.2011 31.03.2010

Net Losses Before Taxation and Extraordinary Items: (42,086,598) (1,325,031)

Adjustments for:

Depreciation 20,788,370 48,360,145

Application software written off - -

Interest on bank deposits (2,060,045) (2,178,170)

Bank charges 22,351 30,560

Profit on sale of assets - -

Bank Interest - 4,392

Operating (loss) / profit before working capital changes (23,335,922) 44,891,896

Decrease in debtors 14,203,438 37,559,071

Decrease in current liabilities and provisions (2,580,199) (43,397,716)

Decrease in other current assets 8,722,172 (7,690,244)

Decrease in loans and advances 75,392 816,663

Taxes Paid

FBT (35,350) (136,388)

Income tax (8,896,913) (20,796,514)

Net cash flow from operating activity (11,847,382) 11,246,768

Cash flow from Investing activity

Payment for fixed assets - (3,914,029)

Proceeds from sale of fixed assets - -

Interest on bank deposits 2,060,045 2,178,170

Net cash flow from investing activity 2,060,045 (1,735,859)

Cash flow from Financing activity

Bank Interest - (4,392)

Increase/ Decrease in secured loans - -

Bank charges (22,351) (30,560)

Net cash flow from financing activity (22,351) (34,952)

Net (decrease) / Increase in cash and cash equivalents (9,809,688) 9,475,957

Cash and cash equivalents at the beginning of period 35,660,597 26,184,640

Cash and Cash Equivalents at the end of the period 25,850,909 35,660,597

consisting of: (0)

Cash on Hand and balances with Bank