Directors Report To the Members, Your Directors are pleased to present the Annual Report on the business and operations of your Company, together with the accounts for the year ended March 31, 2012. FINANCIAL PERFORMANCE Particulars Year ended March 31, 2012 Year ended March 31, 2011 Other income (expenses), net 21.84 (7.46) Total income 21.84 (7.46) Depreciation and amortisation - (0.01) Profit (loss) before tax 20.84 (8.84) Provision for tax (0.63) (0.29) Profit (loss) for the year 20.21 (9.13) DIVIDEND Your directors do not recommend a dividend for the year ended March 31, 2012 CAPITAL The Issued, Paid-up & Subscribed Capital of the Company is Rs. 5,650.17 million. Your Company is a wholly owned subsidiary of Oracle Financial Services Software America, Inc. The Company has following subsidiaries viz., -Mantas Limited -Sotas Inc. -Mantas Singapore Pte. Ltd. -Mantas (India) Private Limited FIXED DEPOSITS During the financial year 2011-12, 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.
DIRECTORS RESPONSIBILITY STATEMENT: As required under Section 217(2AA) 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 profit 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. ACKNOWLEDGEMENTS: Your Directors wish to thank its strategic alliance partners, service providers, hardware 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 Bala Hariharan Director May 11, 2012
BALANCE SHEET AS AT MARCH 31, 2012 EQUITY AND LIABILITIES Notes March 31, 2012 March 31, 2011 Shareholders' funds Share capital 3 5,650.17 5,650.17 Reserves and surplus 4 (768.11) (788.32) 4,882.06 4,861.85 Current liabilities Trade payable 5 (0.03) (0.02) Other current liabilities 5 11.32 9.74 11.29 9.72 TOTAL 4,893.35 4,871.57 ASSETS Non-current assets Fixed assets Intangible assets 6 4,696.40 4,696.40 Non-current investment 7 15.00 15.00 4,711.40 4,711.40 Current assets Trade receivables 10 9.80 8.55 Short-term loans and advances 8 3.79 3.82 Other current assets 9 168.36 147.80 181.95 160.17 TOTAL 4,893.35 4,871.57 Summary of significant accounting policies 2 The accompanying notes form an integral part of the financial statements.
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012 Notes Year ended March 31, 2012 2011 INCOME Other income (expenses), net 11 21.84 (7.46) Total income (loss) 21.84 (7.46) EXPENSES Travel related expenses (net of recoveries) 0.32 - Professional fees 0.85 0.97 Other expenses 12 (0.17) 0.40 Depreciation and amortisation - 0.01 Total expenses 1.00 1.38 Profit (loss) before provision for taxes 20.84 (8.84) Tax expenses Current tax 0.63 0.29 Total tax expenses 0.63 0.29 Profit (loss) for the year 20.21 (9.13) Summary of significant accounting policies 2 The accompanying notes form an integral part of the financial statements.
Notes annexed to and forming part of the financial statements for the year ended March 31, 2012 Note 1: Corporate Information Mantas Inc. ( MANTAS or the Company ) was incorporated in United State of America with limited liability on May 01, 2001.MANTAS is a subsidiary of Oracle Financial Services Software America, Inc. ( Oracle ) with Oracle holding 100% ownership interest in the Company as at March 31 st, 2012. The Company is principally engaged in the business of providing information technology solutions to the financial services industry worldwide. Note 2: Summary of significant accounting policies (a) Basis of presentation The financial statements are prepared in accordance with accounting principles generally accepted in India under the historical cost convention on the accrual basis of accounting and complying in all material respects with the notified Accounting Standards by Companies (Accounting Standards) Rules, 2006. The financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. The accounting policies have been consistently applied by the company and are consistent with those used in the previous years except for changes in accounting policies described in note 2 (c) below. The significant accounting policies adopted by the Company, in respect of the financial statements are set out below. (b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting year end. Although these estimates are based upon management s best knowledge of current events and actions, actual results could differ from these estimates. (c) Change in Accounting Policy Presentation and disclosure of financial statements During the year ended March 31, 2012, the revised Schedule VI notified under the Act, has become applicable to the Company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The Company has also reclassified the previous year figures in accordance with the requirements applicable in the current year. (d) Fixed assets, including intangible assets, Capital, work in progress, depreciation, amortisation and Impairment Fixed assets including assets under finance lease arrangements are stated at cost less accumulated depreciation. The company capitalises all direct costs relating to the acquisition and installation of fixed assets. The cost of fixed assets not ready to use before balance sheet date are disclosed under Capital work-in-progress. The company records the difference between considerations paid and the fair value of assets and liabilities acquired as goodwill.
Notes annexed to and forming part of the financial statements for the year ended March 31, 2012 The Company purchases certain specific-use application software, which is in ready to use condition, for internal use. It is estimated that such software has a relatively short useful life, usually less than one year. The Company, therefore, charges to income the cost of acquiring such software. Depreciation and amortisation Depreciation and amortisation are computed using straight-line method, at the rates specified in Schedule XIV to the Act or based on the estimated useful life of assets, whichever is higher. Individual assets costing Rs. 5,000 or less are fully depreciated in the year of acquisition. The estimated useful life considered for depreciation of fixed assets is as follows: Asset description Asset life (in years) Intangible assets Goodwill 3 to 5 Impairment The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to assets. After impairment, depreciation is provided on a revised carrying amount of assets over its remaining useful life. (e) Foreign currency transactions Initial recognition - Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Conversion - Foreign currency denominated monetary items is translated into reporting currency at the closing rates of exchange prevailing at the date of the balance sheet. Non-monetary items, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. Exchange differences - Exchange differences arising on the settlement of monetary items or on reporting Company s monetary items at rates different from those at which they were initially recorded or reported in previous financial statement, are recognised as income or as expenses in the year in which they arise except those arising from investments in non-integral operations.
Notes annexed to and forming part of the financial statements for the year ended March 31, 2012 (f) Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Trade investments refer to the investments made with the aim of enhancing the Company s business interests in providing information technology solutions to the financial services industry worldwide. Long term investments are stated at cost less provision for diminution on account of other than temporary decline in the value of the investment. Current investments are stated at lower of cost and fair value determined on an individual investment basis. (g) Research and development expenses for software products Research costs are expensed as incurred. Software product development costs are expensed as incurred unless technical feasibility of project is established, future economic benefits are probable, the Company has an intention and ability to complete and use or sell the software and the cost can be measured reliably. Software product development costs incurred subsequent to the achievement of technical feasibility are not material and are expensed as incurred. (h) Income-tax Tax expenses are determined in accordance with tax laws applicable in countries where such operations are domiciled. Advance taxes and provisions for current income taxes are presented in the balance sheet after offsetting advance taxes paid and income tax provisions arising in the same tax jurisdiction and enterprise. (i) Provision A provision is recognised when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates. (j) Contingent liabilities A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. The Company does not recognise a contingent liability but discloses its existence in the financial statements. (k) Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short term investments with an original maturity of three months or less.
Notes annexed to and forming part of the financial statements as at March 31, 2012 (Amount in Rs. in million, except share data) March 31, 2012 March 31, 2011 Note 3: Share capital Issued, subscribed and fully paid-up: 1 (March 31, 2011-1) equity shares of USD 0.01 each 5,650.17 5,650.17 5,650.17 5,650.17 (a) The Company has only one class of equity shares having a par value of USD 0.01 per share. Each holder of equity shares is entittled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. (b) Details of shareholders holding more than 5% equity shares in the company March 31, 2012 March 31, 2011 Name of shareholder No. of Equity % holding No. of Equity % holding shares shares Oracle Financial Services Software America, Inc. 1 100.00% 1 100.00% As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares (c) Reconciliation of equity shares outstanding at the beginning and at the end of the year March 31, 2012 March 31, 2011 No. of Equity No. of Equity shares Amount shares Amount Outstanding at the beginning of year 1 5,650.17 1 5,650.17 Issued during the year - - - - Outstanding at the end of year 1 5,650.17 1 5,650.17 Note 4: Reserves and surplus March 31, 2012 March 31, 2011 Foreign currency translation reserve Balance, beginning of the year (738.37) (743.52) Addition during the year on net investment in Non integral operations - 5.15 Balance, end of the year (738.37) (738.37) Surplus in the statement of profit and loss account Balance, beginning of year (49.95) (40.82) Profit for the year 20.21 (9.13) Balance, end of the year (29.74) (49.95) Note 5: Trade payable and other liabilities (768.11) (788.32) March 31, 2012 March 31, 2011 Non-current Current Non-current Current Trade payable -Amount due to subsidiaries (0.03) (0.02) - (0.03) (0.02) Amount due to subsidiaries - 11.32-9.74-11.32-9.74-11.29-9.72
Notes annexed to and forming part of the financial statements as at March 31, 2012 Note 6: Intangible assets Gross block Amortisation and impairment Net block Particulars As at April 1, 2011 Additions Sale/ deletions As at March 31, 2012 As at April 1, 2011 For the year Sale/ deletions As at March 31, 2012 As at March 31, 2012 As at March 31, 2011 Goodwill 4,696.40 - - 4,696.40 - - - - 4,696.40 4,696.40 Total 4,696.40 - - 4,696.40 - - - - 4,696.40 4,696.40 As at March 31, 2011 4,696.40 - - 4,696.40 - - - -
Note 7: Non-current investment Non Trade (unquoted) March 31, 2012 March 31, 2011 Non-current Current Non-current Current In wholly owned subsidiary Mantas India Private Limited - 15.00-15.00-15.00-15.00 Note 8: Loans and advances (unsecured, considered good) Advances recoverable in cash or in kind or for value to be received: Prepaid expenses - 3.89-3.39 Advance tax, net of provision for taxes - (0.10) 0.43-3.79-3.82 Note 9: Other assets Amount due from subsidiaries 168.36 147.80-168.36-147.80 Note 10: Trade receivables (unsecured) Mantas Inc. Notes annexed to and forming part of the financial statements as at March 31, 2012 (Amount in Rs. in million, except share data) (a) Outstanding for a period exceeding six months from date they are due for payment - - - - (b) Other receivables Consider good - 9.80-8.55 Consider doubtful - 0.02-1.72-9.82-10.27 Provision for doubtful receivables - (0.02) - (1.72) - 9.80-8.55-9.80-8.55 (This space is left blank intentionally)
Note 11: Other income (expense), net Year ended March 31, 2012 2011 (a) Interest income - - (b) Other income (expense), net Foreign exchange gain (loss), net 22.09 (7.45) Miscellaneous income (0.25) (0.01) 21.84 (7.46) Note 12: Other expenses Mantas Inc. Notes annexed to and forming part of the financial statements as at March 31, 2012 21.84 (7.46) Provision for doubtful debts, net (1.71) 0.48 Bad debts 1.54 (0.09) Miscellaneous expenses - 0.01 (0.17) 0.40 (This space is left blank intentionally)
Notes annexed to and forming part of the financial statements for the year ended March 31, 2012 Note 13: Commitments and contingent liabilities (a) Capital commitments Contracts remaining to be executed on capital account and not provided for (net of advances) aggregates to Rs. Nil (includes capital commitment through issuance of letter of intents of Rs. Nil) as at March 31, 2012 (March 31, 2011 Rs. Nil). (b) Contingent Liabilities Financial bank guarantees given to banks aggregates to Rs Nil as at March 31, 2012 (March 31, 2011 - Rs Nil). Note 14: Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year s classification. (This space is left blank intentionally)
2012 2011 Cash flows from operating activities Profit (loss) before taxes 20.84 (8.84) Adjustments to reconcile profit before provision for taxes to cash (used in) provided by operating activities : Depreciation and amortisation - 0.01 Provision for doubtful debts, net (1.71) 0.48 Operating profit (loss) before Working Capital changes 19.13 (8.35) Changes in assets and liabilities, net of effect of acquisition (Decrease) in trade payables - (0.47) Increase in current liabilities 1.58 9.74 Decrease in trade receivables 0.46 0.03 (Increase) decrease in short-term loans and advances (0.50) 0.04 (Increase) decrease in other current assets (20.56) 9.09 Cash from operating activities 0.11 10.08 Payment of domestic and foreign taxes (0.11) (0.23) Net cash provided by operating activities - 9.85 Cash flows from investing activities Acquisition of company, net of cash acquired - (15.00) Net cash (used in) investing activities - (15.00) Cash flows from financing activities - - Net (decrease) in cash and cash equivalents - (5.15) Cash and cash equivalents at beginning of the year - - Effect of exchange rate changes in cash and cash equivalent - 5.15 Cash and cash equivalents at end of the year - - Component of cash and cash equivalent Mantas Inc. STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2012 Year ended March 31, Year ended March 31, 2012 2011 Total cash and cash equivalent - -