Wipro Limited Annual Report 2014

Plain-text annual report

DIRECTORS’ REPORT Dear Shareholders, On behalf of the Board of Directors, I am happy to present the 68th Report of the Board of Directors of your Company along with the Balance Sheet, Profit and Loss Account and Cash Flow Statement for the year ended March 31st, 2014. Financial Performance Key aspects of consolidated financial performance for Wipro and its group companies and standalone financial results for Wipro Limited for the financial year 2013-14 are tabulated below: (` in Mns) Consolidated Standalone 2013-14 453,457 101,143 21,234 -438 79,471 2012-13 2013-14 388,705 403,684 96,082 22,208 - 73,874 78,688 16,865 -322 61,501 2012-13 345,518 72,051 15,549 - 56,502 7,347 4,932 7,404 4,932 12,248 12,315 12,332 12,315 3,353 2,892 3,353 2,892 7,387 5,650 7,387 5,650 146,187 97,051 121,769 78,371 Sales and Other Income Profit before Tax Provision for tax Minority interest Net profit for the year * Appropriations Interim Dividend Proposed Dividend on equity shares Corporate tax on distributed dividend Transfer to General Reserve Balance Retained in Statement of Profit and Loss * profit for the standalone results is after considering loss of ` 2,607 million [2013: ` (1,107)] relating to changes in fair value of forward contracts designated as hedges of net investment in non-integral foreign operations, translation of foreign currency borrowings and changes in fair value of related cross currency swaps together designated as hedges of net investment in non-integral foreign operations. In the Consolidated Accounts, these are considered as hedges of net investment in non- integral foreign operations and are recognized directly in shareholder’s fund. Outlook According to Nasscom Strategic Review 2014, IT- BPM exports are estimated to cross USD 86 billion in FY 2014, growing at 13 per cent. The ability of the industry to suggest solutions that customers need, in addition to offer what they want has been a crucial factor in the rise. While US continues to be the largest geographic market for India, accounting for 62 percent, the highlight for the year was revival in demand from Europe, which grew at 14 per cent in FY 2014. BFSI continues to be the largest vertical segment accounting 41 per cent of industry exports; however emerging verticals such as Retail, Healthcare and Utilities are estimated to grow faster. IT Services is expected to grow at 14.3 per cent in FY 2014, ER & D exports are estimated to grow by an estimated 11.1 per cent in FY 2014 driven by domain – specific solutions focusing on convergence customization, efficiencies and localization. BPM services growth could be at 11.9 per cent in FY 2014 boosted by demand from selected customers reverting to Outsourcing Business Process, especially from the BFSI, Automotive and Retail sectors. Software Products growth of 9.5 per cent due to increased demand for vertical- specific and SMAC- based solutions. With the advent of Cloud, the next big opportunity in India’s 47 million SMBs – who are able to rapidly bridging the technology adoption gap as they seek to accelerate growth, and increase competitiveness. Merger Pursuant to Sections 391 to 394 of the Companies Act, 1956, and approval by the Honorable High Court of Karnataka of the Scheme of Arrangement, Wipro Energy IT Services India Pvt Limited and Wipro Technology Services Limited, the two subsidiary companies merged with Wipro Limited and the merger is effective on April 9, 2014 with effect from Appointed date of April 1, 2013. Subsidiary Companies The Ministry of Corporate Affairs, Government of India, has granted a general exemption under section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary. In compliance with the exemption granted, we have presented in pages 180 to 181summary financial information for each subsidiary. The detailed financial statements and audit reports of each of the subsidiaries are available for inspection at the registered office of the Company during office hours between 11 am to 1 pm and upon written request from a shareholder, your Company will arrange to send the financial statements of subsidiary companies to the said shareholder. 41 Wipro Limited Consolidated Results Our Sales for the current year grew by 17 % to ` 453,457 million and our Profit for the year was ` 79,471 million, recording an increase of 29 % over the previous year. Dividend Your Directors recommend a final Dividend of 250% (` 5/- per equity share of face value ` 2/- each) to be appropriated from the profits of the year 2013-14, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations. During the year 2013-14, unclaimed dividend pertaining to interim dividend of 2006-07 of ` 63,83,635/- was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001. Interim Dividend Pursuant to the approval of Board of Directors on January 17, 2014, your Company had distributed an interim dividend of ` 3/- per share, of face value of ` 2/- each, to shareholders, who were on the Register of Members of the Company as at closing hours of January 23, 2014, being the record date fixed by the Board of Directors for this purpose. Investments in direct subsidiaries During the year under review, your Company had invested an aggregate of USD 114 Mn as equity in its direct subsidiaries. Apart from this, your Company had funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other means. based on Ethics, Transparency and Accountability, Goods and Services that contribute to sustainability, promote well being of employees, respect the interest of disadvantaged, vulnerable and marginalized groups of stakeholders, promotion of Human Rights, protect and restore environment, supporting inclusive growth and equitable development and provide value to our customers. Corporate Social Responsibility initiatives are provided in the Business Responsibility Report Pages 84 to 106. Personnel The particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employee) Rules, 1975 as amended is reported in Pages 45 to 50 provided as annexure ‘A’ to this report. Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans Summary information on stock options program of the Company is provided as Annexure B of this report. The information is being provided in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended. No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant. Foreign Exchange Earnings and Outgoings During the year, your Company has earned Foreign Exchange of ` 344,688 million and the outgoings in Foreign Exchange were ` 147,897 million, including outgoings on materials imported and dividend. Research and Development Conservation of Energy Requirement under Rule 2 of Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding Technical Absorption and Research and Development in Form B is given in Page 43 of the Annual Report, to the extent applicable. Corporate Governance & Corporate Social Responsibility Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. Your Company’s governance practices are described separately in Pages 54 to 83 of this annual report. Your Company has obtained a certification from V. Sreedharan & Associates, Company Secretaries on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. This certificate is given in Page 83. With a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs, Government of India has incorporated certain provisions in the Companies Act, 2013. The Ministry of Corporate Affairs has also issued National Voluntary Guidelines for the Social, Environmental and Economic Responsibilities of Business 2011 for adoption by companies. The Guidelines broadly outline governance The Company has taken several steps to conserve energy through its “Sustainability” initiatives as disclosed separately as part of this Annual Report. The information on Conservation of Energy as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on Conservation of Energy is not applicable to the business segments which we operate. However, as part of Business Responsibility Report in Pages 84 to 106, we had given details of steps taken in the area of Energy Conservation and other Sustainability Intiatives. Directors: Appointment / Re-appointment Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on July 23, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the annexure to the Notice convening the Annual General Meeting. Group The names of the Promoters and entities comprising “group” (and their shareholding) as defined under the Competition Act 2002 for the purposes of Section 3(1)(e)(i) of SEBI (Substantial 42 Annual Report 2013-14Acquisition of Shares and Takeover) Regulations, 1997 include the following, in addition to other companies that may be forming part of the “group” : Sl. Name of the shareholder 1 2 3 4 5 6 7 8 9 Azim Hasham Premji Yasmeen A. Premji Rishad Azim Premji Tariq Azim Premji Napean Trading and Investment Company Pvt. Ltd. Vidya Investment and Trading Company Pvt. Ltd. Regal Investments and Trading Company Pvt. Ltd. Azim Premji Foundation (I) Pvt. Ltd. Mr Azim Hasham Premji Partner Representing Prazim Traders 10 Mr Azim Hasham Premji Partner Representing Zash Traders 11 Mr Azim Hasham Premji Partner Representing Hasham Traders No. of Shares as on March 31, 2014 93,405,100 1,062,666 686,666 265,000 187,666 187,666 187,666 10,843,333 452,906,791 451,619,790 370,956,000 a) 12 Azim Premji Trust (Held By Trustees of 429,714,120 The Trust) 13 Azim Premji Trustee Company Private Limited 14 Azim Premji Foundation For Development 15 Azim Premji Foundation 16 Azim Premji Trust Services Private Limited 17 Azim Premji Safe Deposit Private Limited 18 Wipro Enterprises Limited (formerly known as Azim Premji Custodial Services Limited) NIL NIL NIL Nil Nil Nil Total 1,812,022,464 Management’s Discussion and Analysis Report The Management’s Discussion and Analysis on Company’s performance – industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented from Pages 24 to 40 of this Annual Report. Re-appointment of Statutory Auditor The auditors, M/s. BSR & Co LLP (Regd. No. 101248W) Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith. Cost Audit Report The Cost Audit report for the year ended March 31, 2013 was due on September 30, 2013 and was filed by M/s PSV and Associates, the Cost Auditor, on September 30, 2013. M/s PSV and Associates has been appointed as Cost Auditor for the financial year ended March 31, 2014, for the Cost Audit, if applicable for the year. Fixed Deposits Your Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date. Green Initiatives in Corporate Governance In line with the changes in law permitting companies to send electronic copies of Annual Report, notices, quarterly results, intimation about dividend etc., to the e-mail IDs of shareholders, we have arranged to send the soft copies of these documents to the e-mail IDs of shareholders available with us or our depositories. In case any of the shareholder would like to receive physical copies of these documents, the same shall be forwarded on written request to the Registrars M/s. Karvy Computer Share Private Limited. Directors’ Responsibility Statement On behalf of the Directors, we confirm that as required under Section 217 (2AA) of the Companies Act, 1956. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same; b) We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period; c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) We have prepared the annual accounts on a going concern basis. Acknowledgements and Appreciation Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and Associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the IT services industry. For and on behalf of the Board of Directors Bangalore, June 25, 2014 Azim H. Premji Chairman 43 Wipro LimitedForm B Wipro’s R&D Activities: 2013–14 Wipro’s R&D continues to focus on incubating and strengthening our portfolio of IT services across multiple new and emerging technology areas. This is driven with an agenda through its focus on investing in developing solutions and services around defined Advanced Technology Themes (Next Gen Devices and Solutions, Next Gen Infrastructure, Intelligence Augmentation, Immersive Experience, Smart Systems & M2M (Machine to Machine) and Ubiquitous Enterprise). These solutions are taken to customers through a co-innovation model. Your Company also continues its efforts in building out portfolio in Cloud, Mobility Technology and Software Engineering Tools and Methodologies space. Next Generation Devices and Solutions Next Gen Devices team is working on wearable, intelligent, connected devices with backend cloud, Analytics to enable mobile Health, remote Worker safety, Security. Some of the solutions that have been pioneered by the group are detailed below: Assure health Your Company started delivering maternity monitoring services for hospitals and physicians in India. The service offers end users ability to monitor fetal heart rate, maternal heart rate, uterine activity and maternal movement at the convenience of their homes with advanced wireless cardiotocography solutions. Your Company has invested in creating IP assets and integrated them to deliver the near real time diagnostic data to physicians on their Mobile phones/ tablets which they can view and provide consultation based on diagnostic data. Mother and Infant Care Application: The Mother Infant Care System is an ICT intervention designed to provide effective tools for registering, scheduling, tracking and ensuring care is given by medical personnel to the expectant mother and Child. This tablet based application also ensures that the medical personnel in the field are able to administer the care regime in an effective manner. The Medical Personnel responsible for meeting NRHM goals of MMR and IMR are provided ICT based interventions for viewing MIS information and also for receiving alerts on certain events pertaining to mother and infants. As part of an extensive Pilot project in Rural Karnataka, a pilot of the maternal care solutions including the Mother Infant Care System and Fetal Monitoring solution was conducted during the period January – March 2014. About 50 expectant mothers were registered and their ANC’s (Ante Natal Care ) recorded using the tablet based application. Also about 50 pregnant women in the last trimester of pregnancy were subjected to tests using the fetal monitoring solution. Next Generation Infrastructure Your Company built IP assets to gain intelligence out of the machine logs for infrastructure and security management. Using advanced big data analytics your Company helped banks, telecom clients to better secure their network infrastructure and monitor them in near real time providing high levels of security for the clients. Under this theme, we are experimenting with many new technologies that are being developed to manage and deliver value from enterprise infrastructure using agile, adaptable and secure practices and processes. Intelligence Augmentation Your Company has developed solutions using semantic technologies, machine learning, pattern recognition and advance to provide solutions that add valuable context and intelligence to enterprises in almost real time. For e.g., your 44 Company used social media analytics IP and expertise to deliver weekly customer feedback on consumer products for a leading multinational gaming company. Social media feeds were analyzed using advanced machine learning algorithms and text analytics to help their product development teams on areas to improve the product. Your Company has got a pilot project from an insurance leader in India to help them increase the retention rate for insurance renewal for their clients using social media IP asset developed by your Company. Immersive Experience technologies This theme has a focus in creating rich user experiences that fundamentally changes how people communicate, collaborate, transact and socialize utilizing new technologies to deliver intuitive, natural and interactive business processes. A number of solutions and services have been developed that integrate the best of interaction technologies. These immersive technologies are used to showcase solutions in our state of the art Technovation Center established precisely to enable customers to appreciate the power and reach of such technologies. Smart Systems and Machine to Machine (M2M) technologies Your Company delivered Connected Service Transformation [CST] by, enabling the client machines in field to capture and communicate vital data pertaining to health, usage, performance and security. Wipro continued to build advanced analytical models on preventive maintenance, wear and tear prediction, warranty fraud detection, dealer performance and spare part inventory management. Next Gen Ubiquitous Enterprise (NGUE) technologies Your Company has invested in building a Framework which would enable contextual and personalized information and services delivery to all the stakeholders of an Enterprise. NGUE provides umbrella of services which include, omnichannel access, gamified applications, smart assistance to address demand of ‘Extended’, ‘Experiential’, ‘Agile’ and ‘Always On’ Enterprise. NGUE brings in the intersection of technologies like Big-Data, Analytics, NoSQL, Semantics, Sensor integration, Immersive user experience to deliver smartness to existing enterprise applications. Innovating for and with our customers Your Company has set up a state of the art technology innovation and demonstration center – the Technovation Center - in Bangalore which was visited by more than 400 customers during the last year. Through the Technovation center, the CTO Office incubated a new service offering to deliver future of business innovations to customers in an agile fail-fast succeed-early model. The key elements required for innovation the lab infrastructure, technology accelerators, multidisciplinary teams have been brought together at the Technovation Center to offer the service. The innovations showcased here have established our thought leadership and has achieved uniformly high ratings for the innovation showcase. IP and Patents In FY 2013-14, your Company has significantly improved and strengthened our IP portfolio. Your Company has applied for 118 new patents. These applications cover invention disclosures in various exciting and emerging technology and domain areas such as data management, image and pattern recognition and analytics, computing techniques , methods and algorithms in various domains such as Telecom, IT Infra Management, Consumer Electronics, Energy Management, Automobile-IT, among others. In Financial Year 2013-14, your Company has been granted 10 new patents against our existing patent applications. 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y a M - 1 1 3 0 - r p A - 3 e e j r e n a B i k a y t a S l i v o G h b a r u a S 0 1 - v o N - 8 r a m u K a d n a N a d a r a h S 7 8 - b e F - 6 1 1 1 - v o N - 7 y m a s a i r e P r a m u k a v S i m a h a r b A y b S i 8 8 - v o N - 6 2 2 9 - b e F - 1 h s o h G o r t i m u o S a i l l a P s a v n i r S i 2 8 3 8 4 8 5 8 6 8 7 8 8 8 9 8 0 9 6 9 - y a M - 7 2 R o a R s a v n i r S i 1 9 4 9 - v o N - 1 2 9 9 - r p A - 4 1 7 9 - b e F - 6 G n a s a v n i r S i G n a s a v n i r S i V P n a s a v n i r S i 2 9 3 9 4 9 0 1 - y a M - 6 2 e r o j n a T m a r i r S 5 9 0 9 - t c O - 3 6 0 - y a M - 2 3 8 - v o N - 8 6 9 - g u A - 9 1 2 9 - g u A - 3 3 1 - n a J - 3 2 8 9 - y a M - 4 6 9 - v o N - 4 8 0 - g u A - 1 s a w s i B h s i s a h b u S P m a y n a m h a r b u S e r a h K h s a h b u S a h t a n a h t i a V i i K n a n a m a r b u S i L n a n a m a r b u S a m h a r B d i r h u S a r a w s e w s i V a h t a j u S a t p u g n e S o i r p u S n a i r e h C a t i n u S 6 9 7 9 8 9 9 9 0 0 1 1 0 1 2 0 1 3 0 1 4 0 1 A B D G P , h c e T B M D G P , E B h c e t M , E B A B M , 1 9 4 2 0 5 6 , , 5 5 7 4 7 4 6 , , 2 5 2 9 2 8 6 , , 4 5 6 2 1 9 0 1 , n o i t a n g i s e D l t n e m y o p m E t s a L e c n e i r e p x E e g A n o i t a c fi i l a u Q ) s R ( n o i t a r e n u m e R i g n n o J i f o e t a D " l e e y o p m E e h t f o e m a N l S 48 Annual Report 2013-14 e c n a n e t n a M i & t r o p p u S n o i t a c i l p p A - P V o C & n o s u g r e F F A t n e m e g a n a M y g r e n E - t n e d i s e r P e c i V M D I O F C & r o t c e r i D e v i t u c e x E s i w e L & k c o e v o L l T I n e e r G & r e g a n a M l a r e n e G i a r d n h a M d n a a r d n h a M i , . d t L r e g a n a M l a r e n e G e r a w t f o S s i r a l o P t n e d i s e r P e c i V l t n e m y o p m E t s r i F l y g o o n h c e T t n e d i s e r P e c i V s e c i v r e S l a i c n a n F i e l c a r O e r a w t f o S h c e T i H & g f M - H D S & t n e d i s e r P e c i V s r o s s e c o r p o r c i M a h s U s n o i t a r e p O & y r e v i l e D - t n e d i s e r P e c i V t n e l a T - d a e H & t n e d i s e r P e c i V n o i t a m r o f s n a r T o r g i t i C d a e H , i l s e g o o n h c e T d a c i n U l t n e m y o p m E t s r i F h c e t o f n I o r p W i , d a e H U B d n a P V . r S s r e t u p m o C h c e t r e P I S G & t n e i l C d a e H d n a t n e d i s e r P e c i V n o i t a n r e t n I x i m r o f n I r e g a n a M i r o n e S i a d n i s t n e m u r t s n I s a x e T d t l t v p i p u o r G p h s n o i t a e R l r e g a n a M l a r e n e G i l s e g o o h c e T L C H D R H e t a r o p r o C - M G l n o i s i v e e T d e t i n U s n o i t a r e p O s u d v W i i - t n e d i s e r P - e c i V r e g a n a M l a r e n e G O R M A N B A L E B t n e d i s e r P e c i V i a d n I s t n e m u r t s n I s a x e T y r e v i l e D e c i t c a r P & r e g a n a M a r e n e G l C E L E A P P A G U R U M I S G , I S F B - - I S F B - - d a e H s s e n i s u B - d a e H & t n e d i s e r P e c i V s r e t u p m o C A D G N r e t n e C n o i t a v o n n I - r e g a n a M a r e n e G l s n o i t a r e p O - t n e d i s e r P e c i V s n o i t a r e p O e v r e S E E S V T i e c n a n F s s e n i s u B - r e g a n a M l a r e n e G e t a i c o s s A t a k n e V . s / M s p O - r e g a n a M l a r e n e G n o e g o r P O R H s n o i t a r e p O M G l y g o o n h c e T X L D I A & M & y g e t a r t S - t n e d i s e r P e c i V d e t i i m L s c i n o r t c e E S V T l t n e d i s e r P e c i V i e n L k s r e a M 7 2 3 3 3 2 1 2 8 2 1 2 2 3 8 2 2 2 9 2 2 1 4 2 7 2 2 2 8 1 4 2 7 3 1 2 2 2 3 2 4 2 6 2 1 2 1 2 8 1 4 2 0 2 0 5 7 5 5 4 A C F , m o C B E B E M , E B 2 4 A B M , ) l a c i n a h c e M ( E B , 9 5 5 1 4 7 8 , , 0 6 1 9 0 3 1 3 , , 0 4 2 4 9 8 7 , , 5 1 8 9 8 2 6 , 2 5 3 4 6 5 3 5 5 4 1 5 5 3 6 4 1 5 2 4 4 4 8 4 8 5 4 4 1 4 7 4 7 4 7 4 6 4 4 4 2 4 5 4 5 4 , ) l a c i n a h c e M ( E B T G M D N I h c e T M ) l a c i n a h c e M ( E B E B E B E B B I - A B M h c e T M , E B E M , h c e t B M D G P c S M . , c S B . , 1 9 9 9 0 8 1 1 , , 8 0 8 6 1 8 6 , , 6 6 2 1 0 6 7 , , 1 4 7 7 5 4 8 , , 2 9 3 4 3 0 7 , , 3 5 9 0 0 7 8 , , 5 5 3 4 5 2 4 , , 9 7 9 4 9 4 3 1 , , 3 9 9 0 9 3 2 , , 5 7 9 4 2 6 4 , r e t u p m o C ( h c e T B A B D G P , ) e c n e i c S R I & M P D G P m o C B . A C A , m o C B C S L P , O C E A M , A B h c e t B A W C I E B A C A , M O C B E B E B . . , S M C E P D I , 2 7 0 3 6 5 1 , , 1 0 8 6 3 0 3 , , 7 6 1 7 1 2 7 , , 2 9 3 0 9 0 1 , , 5 7 9 5 4 5 6 , , 6 4 5 8 1 2 6 , , 5 6 4 7 5 2 2 , , 5 3 6 4 3 7 1 , 5 2 3 6 9 8 , , 4 2 6 0 2 0 2 , , 8 3 0 7 8 7 4 , , 8 6 8 5 6 5 5 , I R M P - A B M , A M , A B 1 8 8 8 0 6 , " y y y y / m m / d d 9 8 - y a M - 2 2 B h s e r u S 5 0 1 0 8 - r p A - 0 1 y t a p a n e S C h s e r u S 1 9 - c e D - 9 d a m h A r o o s n a M d e y S 9 9 - b e F - 5 1 6 8 - r a M - 1 3 9 0 - n a J - 1 2 l e a k m o G S v a h b a V i i r i g a m a r i r S t a k n e V A n a v e d u s a V 6 0 1 7 0 1 8 0 1 9 0 1 0 1 1 2 1 - r a M - 6 2 a m r a h S y a j i V 1 1 1 8 8 - n a J - 3 1 2 9 - r a M - 1 V T r a m u K d o n V i p e e D s a w h s i V 2 1 1 3 1 1 1 9 - v o N - 6 r a k r u t n a S s a w h s i V 4 1 1 3 1 - l u J - 5 1 i n a J t i m A 5 1 1 r a e y e h t f o t r a P 9 8 - n u J - 6 2 n a r a k n a S d n a n A 6 1 1 1 0 - n a J - 2 a r t o r h e M g a r u n A 7 1 1 8 9 - t c O - 6 2 6 0 - y a M - 3 2 2 8 - c e D - 2 2 3 1 - r p A - 5 1 1 9 - v o N - 3 1 3 1 - l u J - 1 p a y h s a K d n v a r A i n a n h s i r K S a n u r A r a m u K a n h s i r K . B M r a h d i r i g a a B l G A l i e v a r u D S e e j a a B l 8 1 1 9 1 1 0 2 1 1 2 1 2 2 1 3 2 1 2 9 - y a M - 4 a l l i a g n e Y d a s a r P a g r u D 4 2 1 6 0 - b e F - 7 1 n a m a r a h t n a n A a h t e e G 6 9 - g u A - 9 1 6 0 - b e F - 0 2 2 9 - c e D - 7 0 0 - v o N - 1 4 9 - c e D - 1 V n a s e g u r u M i n a M n a y a r a N r a k r a S a y p a P i V h s e h a M a l l u c i d I d o m a r P 5 2 1 6 2 1 7 2 1 8 2 1 9 2 1 0 3 1 3 1 - t c O - 1 r a k e b m A a r d n e j a R 1 3 1 49 n o i t a n g i s e D l t n e m y o p m E t s a L e c n e i r e p x E e g A n o i t a c fi i l a u Q ) s R ( n o i t a r e n u m e R i g n n o J i f o e t a D " l e e y o p m E e h t f o e m a N l S Wipro Limited n o s r e p s d u b m O & r e c ffi O k s i R f e h C i t n e d i s e r P e c i V e t a i c o s s A d t L a t r a p S S N I d t L . t v P P D A r e g a n a M l a r e n e G S L A T E M N A D N I I I T N E D S E R P E C V I l y g o o n h c e T y e l l a V k s u D , I S G T M G - d a e H U B & t n e d i s e r P e c i V i l s e g o o n h c e T L C H S S E N I S U B - T N E D I S E R P E C I V l t n e m y o p m E t s r i F s n o i t a r e p O - t n e d i s e r P e c i V s n o i t u o S l l l a b o G e t a g I r e g a n a M l a r e n e G T I I N O R H - d a e H i e d w d l r o W R H t i m m u S i a d n I - d a e H s s e n i s u B & t n e d i s e r P e c i V S F - S T B & S F û A & P F - E C N A N F I s n o i t a r e p O - t n e d i s e r P e c i V t f o s o r c i M - r e g a n a M l a r e n e G r e g a n a M l a r e n e G t n e d i s e r P - e c i V l i a m c a r T m a e r t S d e t i i m L s i g e A l t n e m y o p m e t s r i F l t n e m y o p m E t s r i F d t L s y s i n U a t a T l t s a E e d d M d n a i l s n o i t u o S t n e i l C - r e g a n a M l a r e n e G n o i t a m r o f n I T & L ) M I / I B ( r e g a n a M i r o n e S N S N t n e d i s e r P e c i V t n e d i s e r P e c i V d t L a d n i I e n o f a d o V s y s o f n I d e t i i m L y g o o n h c e T l 8 1 6 1 5 2 2 2 5 2 3 2 4 2 0 2 7 1 4 2 4 2 2 2 9 1 5 2 3 1 8 1 8 1 7 2 0 4 7 3 0 5 7 4 8 4 0 5 4 4 3 4 1 4 3 4 7 4 5 4 0 4 7 4 0 5 0 4 0 4 7 4 M D G P , E B D M , C S B A C A , m o C B . A B M . c S M A B a m o p D l i m o C B . , m o C B h c e t M , E B A B M , M B B A B M , E B a m o p D l i , C S B E B h c e t M E B A C A , m o C B . c S B . A B M , c S M . , 8 1 0 6 8 0 1 , , 5 6 0 7 5 2 4 , , 3 2 0 6 9 2 2 , , 5 1 5 2 9 8 3 , , 7 4 9 1 3 0 1 , , 5 7 3 5 0 7 9 , , 4 2 6 0 7 8 1 , , 4 6 7 9 1 8 2 , , 9 9 5 2 9 5 4 , , 9 6 1 7 1 3 5 , 0 4 7 1 8 8 , , 2 9 2 7 7 6 2 , , 2 6 6 3 9 2 2 , , 5 6 0 6 6 4 7 , , 0 5 6 7 6 8 6 , 8 6 8 7 5 9 , , 9 6 9 3 3 7 4 , " y y y y / m m / d d 7 0 - n a J - 2 2 6 0 - g u A - 8 2 1 9 - r a M - 8 1 1 0 - r a M - 1 6 0 - p e S - 5 2 5 0 - y a M - 4 2 3 0 - r a M - 1 3 7 0 - c e D - 5 6 9 - g u A - 8 2 1 - r a M - 1 2 2 0 - g u A - 6 1 1 9 - l u J - 6 5 9 - y a M - 8 1 9 8 - v o N - 2 3 1 - y a M - 1 0 0 - g u A - 8 2 y l l a p a d a V n a r i K i v a R i p m o h K t i j n a R r a g a n t a h B p e e d n a S h t a p a y y A h s o h t n a S a i t a h B v e e n a S j i n a s a v n i r S h s i t a S i s a v n i r S a d a r a S R n a r a k n a S i v a R i h t a p i r T a h c i R n a p p a j a R t i j i r S a m m u h T l i n u S l a b q I i a k n o S y r a d n a h B i t i r p u S t a h B D n a p a T R m a h t u y a e V l l a a t t i V r a k n a h S a y d V i 4 1 - b e F - 8 2 a t t a h g u l i l A a h m i s a y a j i V 5 2 6 8 4 9 , 4 1 - b e F - 6 y m a w s a m a R n a h t a n a w s i V 2 3 1 3 3 1 4 3 1 5 3 1 6 3 1 7 3 1 8 3 1 9 3 1 0 4 1 1 4 1 2 4 1 3 4 1 4 4 1 5 4 1 6 4 1 7 4 1 8 4 1 9 4 1 : s e t o N n o i t a n g i s e D l t n e m y o p m E t s a L e c n e i r e p x E e g A n o i t a c fi i l a u Q ) s R ( n o i t a r e n u m e R i g n n o J i f o e t a D " l e e y o p m E e h t f o e m a N l S 50 . n o i t a u n n a - r e p u s d n a F P o t n o i t u b i r t n o c s ’ y n a p m o c d n a e t i s i u q r e p , l a c i d e m e c n a w o , l l a , s t n e m y a p d e s a b e c n a m r o f r e p , n o i s s i m m o c , y r a a s l f o s e s i r p m o c n o i t a r e n u m e R i s e n a p m o C e h t l r e d n u ” e v i t a e r “ f o n o i t i n fi e d e h t r e p s a r o t c e r i i D g n g a n a M d n a n a m r i a h C e h t f o e v i t a e r a s i l , y n a p m o C e h t f o t n e m y o p m e e h t n l i s i o h w , i j m e r P d a h s i R . s e s a c e v o b a e h t l l a n i l a u t c a r t n o c s i l t n e m y o p m e f o e r u t a n e h T . 6 5 9 1 , t c A s r o t c e r i i D g n e b t o n , i a d n I e d i s t u o y r t n u o c a n i i g n k r o w d n a d e t s o p s e e y o p m e l , s r i a ff A e t a r o p r o C f o y r t s i n M y b d e t a d 1 1 0 2 i , 1 3 h c r a M d e t a d n o i t a c fi i t o N e h t f o s m r e t n I . t n e m e t a t s e v o b a e h t n i d e d u l c n i n e e b t o n e v a h s e v i t a e r l r i e h t r o . 1 . 2 . 3 . 4 y n a p m o C e h t f o l a t i p a c e r a h s y t i u q e p u d a p e h t i f o e r o m r o % 2 s d o h n a m l r i a h C e h t t p e c x e s e e y o p m e e h t l f o e n o N . 5 Annual Report 2013-14 r o f d n a 0 1 0 2 l a n o i t i d d a r o f d n a 0 1 0 2 , 5 0 0 2 , 4 0 0 2 r a e y e h t f o s e r a h s y t i u q e r o f d e t s u d A j ( r a e y e h t f o , 5 0 0 2 , 4 0 0 2 r a e y e h t f o ) s e r a h s y t i u q e r o f d e t s u d A j ( r a e y e h t f o , 5 0 0 2 , 4 0 0 2 r a e y e h t f o , 5 0 0 2 , 4 0 0 2 f o e u s s i e h t r o f d n a 0 1 0 2 f o e u s s i e h t r o f d n a 0 1 0 2 r o f d n a 0 1 0 2 , 9 9 9 1 S E N I L E D U G I ) E M E H C S E S A H C R U P K C O T S E E Y O L P M E ( D N A ) E M E H C S N O T P O K C O T S I E E Y O L P M E ( I B E S E H T F O 2 1 E S U A L C E H T H T W E C N A I L P M O C N I I E R U S O L C S D I 4 1 0 2 , 1 3 H C R A M D E D N E R A E Y E H T R O F D E D N E M A S A B e r u x e n n A d e t c i r t s e r t i n U k c o t S 7 0 0 2 n a l P t i n U k c o t S 4 0 0 2 n a l P o r p W i d e t c i r t s e R S D A d e t c i r t s e r t i n U k c o t S 5 0 0 2 n a l P o r p W i d e t c i r t s e r n o i t p O k c o t S t i n U k c o t S 4 0 0 2 n a l P n a l P o r p W i 0 0 0 2 S D A 0 0 0 2 P O S E W 9 9 9 1 P O S E W r o f d e t s u d A j ( s e r a h s s u n o b f o e u s s i e h t g n i t n e s e r p e r r o f d e t s u d A j ( r o f d e t s u d A j ( g n i t n e s e r p e r ( r o f d e t s u d A j ( r o f d e t s u d A j ( , 2 4 2 4 2 4 2 2 , f o e u s s i e h t f o e u s s i e h t , 2 8 1 8 1 8 6 1 , f o e u s s i e h t f o e u s s i e h t i g n y l r e d n u s e r a h s s u n o b s e r a h s s u n o b i g n y l r e d n u s e r a h s s u n o b s e r a h s s u n o b , 9 6 8 6 8 6 8 1 , S D A 2 4 2 4 2 4 2 2 , , , 2 4 2 4 2 4 2 2 , , 2 4 2 4 2 4 2 2 , , 2 8 1 8 1 8 6 1 , , 0 3 0 3 0 3 0 8 2 , , 6 0 6 0 6 0 6 5 , e h t r e d n u s n o i t p o f o r e b m u N l a t o T 1 n a P l n o i t p i r c s e D . o N . l S e h t f o s r e b m u n f o s e r a h s s u n o b s n o i t p o k c o t s , 4 0 0 2 r a e y e h t o t t n a u s r u p d n a 0 1 0 2 , 5 0 0 2 f o e m e h c S l a n o i t i d d a r o f ) r e g r e m e D e h t f o s r e b m u n s n o i t p o k c o t s o t t n a u s r u p f o e m e h c S ) r e g r e m e D f o s r e b m u n l a n o i t i d d a k c o t s e h t s n o i t p o o t t n a u s r u p f o e m e h c S ) r e g r e m e D f o s r e b m u n k c o t s e h t s n o i t p o o t t n a u s r u p f o e m e h c S ) r e g r e m e D r a e y e h t f o , 5 0 0 2 , 4 0 0 2 r o f d n a 0 1 0 2 f o s r e b m u n l a n o i t i d d a o t t n a u s r u p f o e m e h c S ) r e g r e m e D k c o t s e h t s n o i t p o l a n o i t i d d a s e r a h s s u n o b f o s r e b m u n l a n o i t i d d a k c o t s e h t s n o i t p o o t t n a u s r u p f o e m e h c S ) r e g r e m e D f o s r e b m u n l a n o i t i d d a k c o t s e h t s n o i t p o o t t n a u s r u p f o e m e h c S ) r e g r e m e D l f o e u a v e c a F l f o e u a v e c a F l f o e u a v e c a F l f o e u a v e c a F e c i r p e s i c r e x E e r a h s e r a h s e h t e r a h s e h t e r a h s e h t t o n g n e b i e h t . e . i e u a v l t e k r a m r i a F e h t . e . i e u a v l t e k r a m r i a F r a e y e h t g n i r u d l a u m r o f g n i c i r P 0 0 0 5 , 0 0 0 5 2 , - - - - d e v o r p p a s t n a r g s U S R / s n o i t p O , 0 1 8 0 4 3 , 4 6 7 7 3 4 , 4 6 7 7 3 4 7 6 3 3 4 2 , 8 9 4 2 7 2 , 8 9 4 2 7 2 , , 4 4 2 8 4 7 , 1 8 2 2 7 6 2 , , 1 8 2 2 7 6 2 , , 4 5 5 5 4 3 6 4 5 8 1 2 , , 6 8 4 9 0 2 % 0 9 n a h t s s e l s a e c i r p t e k r a m s a e c i r p t e k r a m t e r a m e h t f o y b d e n fi e d y b d e n fi e d e h t n o e c i r a p s e i t i r u c e S e h t s e i t i r u c e S e h t t n a r g f o e t a d e g n a h c x E d n a e g n a h c x E d n a i a d n I f o d r a o B i a d n I f o d r a o B - - - - - - - - - - - - - - - - r a e y e h t g n i r u d d e s i c r e x e s n o i t p O f o s a ( n o i t p o f o e s i c r e x e f o t l u s e r a s a g n i s i r a s e r a h s f o r e b m u n l a t o T r a e y e h t g n i r u d d e t s e V s n o i t p O ) 4 1 0 2 , 1 3 h c r a M e h t g n i r u d d e t i e f r o f / d e s p a l s n o i t p O * r a e y 2 3 4 5 6 7 51 Wipro Limited - - - - - - - - - - - - - - - - - - - - - - - - - - - d e t c i r t s e r t i n U k c o t S 7 0 0 2 n a l P t i n U k c o t S 4 0 0 2 n a l P o r p W i d e t c i r t s e R S D A d e t c i r t s e r t i n U k c o t S 5 0 0 2 n a l P o r p W i 8 2 5 5 7 8 , 6 9 9 4 4 5 , , 2 6 5 4 4 3 5 , , 0 0 2 1 8 0 3 , , 0 6 9 5 4 2 2 , , 7 6 6 7 1 2 2 , - t i n U k c o t S 4 0 0 2 n a l P - , 7 6 7 5 7 7 1 , d e t c i r t s e r n o i t p O k c o t S o r p W i 0 0 0 2 S D A 0 0 0 2 P O S E W 9 9 9 1 P O S E W n o i t p i r c s e D n a l P - - - - - - - - - - - - - - - - - - - - - - - - - - - o t p u s n o i t p o f o s m r e t f o n o i t a i r a V f o e s i c r e x e y b d e s i l a e r y e n o M ) ` ( r a e y e h t g n i r u d s n o i t p o 3 1 0 2 / 1 3 / 3 , d e t n a r g ( r a e y e h t f o d n e e h t t a d e t s e v n u / d e s i c r e x e n u d n a d e t s e v e c r o f n i s n o i t p o f o r e b m u n l a t o T 0 1 d e s i c r e x e n u d n a r a e y e h t g n i r u d t n e m e g a n a M i r o n e S . i s n o i t p o f o s l i a t e d e s i w e e y o p m E l 1 1 : o t d e t n a r g % 5 i g n d o h l t n e m e g a n a M i r o n e S . i i f o r e b m u n l a t o t e h t f o e r o m r o r a e y e h t g n i r u d d e t n a r g s n o i t p o e n o y n a g n i r u d , n o i t p o d e t n a r g % 1 i g n d e e c x e r o o t l a u q e , r a e y i g n d u l c x e ( l a t i p a c d e u s s i e h t f o d n a s t n a r r a w i g n d n a t s t u o t a y n a p m o C e h t f o ) s n o i s r e v n o c e r e w o h w s e e y o p m e l d e T i t n e d I . i i i e v o b a s a t n e m e g a n a M i r o n e S ) a l ) s ( e e y o p m e r e h t O ) b t n a r g f o e m i t e h t . o N . l S 8 9 52 1 0 0 3 . 1 0 0 3 . 1 0 0 3 . 1 0 0 3 . 1 0 0 3 . 1 0 0 3 . 1 0 0 3 . t n a u s r u p e r a h S r e p i s g n n r a E d e t u l i D 2 1 f o e s i c r e x e n o s e r a h s f o e u s s i o t h t i w e c n a d r o c c a n i l d e t a u c l a c n o i t p o 0 2 ) S A ( d r a d n a t S g n i t n u o c c A Annual Report 2013-14 d e t c i r t s e r t i n U k c o t S 7 0 0 2 n a l P e s e h t e c n S i t i n U k c o t S 4 0 0 2 n a l P d e t c i r t s e r t i n U k c o t S 5 0 0 2 n a l P o r p W i t i n U k c o t S 4 0 0 2 n a l P e s e h t e c n S i n a l P t o N d e t c i r t s e r n o i t p O k c o t S o r p W i d e t c i r t s e R S D A o r p W i 0 0 0 2 S D A 0 0 0 2 P O S E W 9 9 9 1 P O S E W e r e w s n o i t p o e r e w s n o i t p o e r e w s n o i t p o e r e w s n o i t p o t a d e t n a r g l i a n m o n a e s i c r e x e t a d e t n a r g l i a n m o n a e s i c r e x e t a d e t n a r g l i a n m o n a e s i c r e x e t a d e t n a r g l i a n m o n a e s i c r e x e c i s n i r t n i , e c i r p c i s n i r t n i , e c i r p c i s n i r t n i , e c i r p c i s n i r t n i , e c i r p e h t n o e u a v l t n a r g f o e t a d s e t a m i x o r p p a l e u a v r i a f e h t s n o i t p o f o e h t n o e u a v l t n a r g f o e t a d e h t n o e u a v l t n a r g f o e t a d e h t n o e u a v l t n a r g f o e t a d s e t a m i x o r p p a s e t a m i x o r p p a s e t a m i x o r p p a l e u a v r i a f e h t l e u a v r i a f e h t l e u a v r i a f e h t s n o i t p o f o s n o i t p o f o s n o i t p o f o e c i r p e s i c r e x E e c i r p e s i c r e x E e c i r p e s i c r e x E e c i r p e s i c r e x E l s a e b a c i l p p a o n e r e w e r e h t g n i r u d s t n a r g l s a e b a c i l p p a o n e r e w e r e h t g n i r u d s t n a r g l s a e b a c i l p p a t s o c n o i t a s n e p m o c s e e y o p m e l e h t o n e r e w e r e h t k c o t s e h t l f o e u a v c i s n i r t s n i e h t g n i s u g n i r u d s t n a r g n e e w t e b e c n e r e ^ d i e h t , s n o t i p o s i h t r e d n u r a e y e h t n a P l s i h t r e d n u r a e y e h t n a P l s i h t r e d n u e e y o p m e l e h t d n a d e t u p m o c r a e y e h t t s o c n o i t a s n e p m o c e e y o p m e l e h t o s n a P l e v a h l l a h s t a h t t s o c n o i t a s n e p m o c l e b a c i l p p a t o N l e b a c i l p p a t o N l e b a c i l p p a t o N r i a f e h t d e s u d a h t i f i d e s i n g o c e r n e e b s i h t f o t c a p m i e h T . s n o i t p o e h t f o e u a v l e h t f o S P E n o d n a s t T o r p n o e c n e r e ^ d i y n a p m o C d n a s e c i r p e s i c r e x e e g a r e v a d e t h g e W i 4 1 r i a F . n o i t p o r e p - / 2 ` e u a v l s a - / 0 2 1 4 5 ` . , 1 3 h c r a M n o 4 1 0 2 - r i a F . n o i t p o r e p - / 2 ` . - / 5 3 3 1 $ e u a v l , 1 3 h c r a M n o s a 4 1 0 2 - r i a F . n o i t p o r e p - / 2 ` e u a v l s a - / 0 2 1 4 5 ` . , 1 3 h c r a M n o 4 1 0 2 - r i a F . n o i t p o r e p - / 2 ` e r e w e r e h t s a e r e w e r e h t s a e r e w e r e h t s a f o s e u a v l r i a f e g a r e v a d e t h g e w i o n o n o n e s o h w s n o i t p o r o f y l e t a r a p e s s n o i t p o e u a v l g n i r u d s t n a r g g n i r u d s t n a r g g n i r u d s t n a r g s d e e c x e r o s l a u q e r e h t i e e c i r p e s i c r e x e s a - / 0 2 1 4 5 ` . , 1 3 h c r a M n o 4 1 0 2 - r e d n u r a e y e h t r e d n u r a e y e h t r e d n u r a e y e h t e h t f o s e c i r p t e k r a m e h t n a h t s s e l s i r o l n a P s i h t l n a P s i h t l n a P s i h t k c o t s - - - d n a d o h t e m f o n o i t p i r c s e d A 5 1 e s e h t e c n S i e s e h t e c n S i t o N t o N l d e t a u c l a c s a h y n a p m o C e h t e r e h W 3 1 n o i t p i r c s e D . o N . l S e r e w s n o i t p o e r e w s n o i t p o e r e w s n o i t p o e r e w s n o i t p o t a d e t n a r g l i a n m o n a e s i c r e x e t a d e t n a r g l i a n m o n a e s i c r e x e t a d e t n a r g l i a n m o n a e s i c r e x e t a d e t n a r g l i a n m o n a e s i c r e x e c i s n i r t n i , e c i r p c i s n i r t n i , e c i r p c i s n i r t n i , e c i r p c i s n i r t n i , e c i r p e h t n o e u a v l t n a r g f o e t a d s l e t a m i x o r p p a l e u a v r i a f e h t s n o i t p o f o e h t n o e u a v l t n a r g f o e t a d e h t n o e u a v l t n a r g f o e t a d e h t n o e u a v l t n a r g f o e t a d s l e t a m i x o r p p a s l e t a m i x o r p p a s l e t a m i x o r p p a l e u a v r i a f e h t l e u a v r i a f e h t l e u a v r i a f e h t s n o i t p o f o s n o i t p o f o s n o i t p o f o e s e h t e c n S i e s e h t e c n S i e s e h t e c n S i e s e h t e c n S i t o N t o N t o N l s a e b a c i l p p a o n e r e w e r e h t g n i r u d s t n a r g l s a e b a c i l p p a o n e r e w e r e h t g n i r u d s t n a r g l s a e b a c i l p p a o n e r e w e r e h t g n i r u d s t n a r g s i h t r e d n u r a e y e h t n a P l s i h t r e d n u r a e y e h t n a P l n a P l s i h t r e d n u t n a r g n o i t p o f o e m i t e h t t a t e k r a m n i r a e y e h t i e r a h s g n y l r e d n u e h t o f e c i r p e h t ) e ( g n r u d d e s u s n o i t p m u s s a t n a c fi n g i s i s e u a v l r i a f e h t e t a m i t s e o t r a e y e h t i g n w o l l o f e h t i g n d u l c n i , s n o i t p o f o : n o i t a m r o f n i e g a r e v a d e t h g e w i e t a r t s e r e t n i e e r f k s i r ) a ( l y t i l i t a o v d e t c e p x e ) c ( e f i l d e t c e p x e ) b ( i i d n a s d n e d v d d e t c e p x e ) d ( h c u s , l l u f n i d e s i c r e x e n e e b g n v a h t u o h t i i l w e b a s i c r e x e n u s e m o c e b r o s e r i p x e , U S R / n o i t p O n a f I . l n a P e h t i f o n o i t a n m r e t n o y l n o e s p a l s U S R / s n o i t p O , l n a P e h t r e p s A * . l n a P e h t r e d n u t n a r g e r u t u f r o f e b a l l i a v a e m o c e b l l a h s s n o i t p o 53 Wipro Limited CORPORATE GOVERNANCE REPORT We believe in adopting the well accepted Corporate Governance practices and benchmark the same and strive to improve them continuously. Our guiding principles and practices are summarised in this Corporate Governance Report. These are articulated through the company’s Code of Business Conduct, Corporate Governance Guidelines, Charters of various sub- committees of the Board and Company’s Disclosure Policies. These Policies seek to focus on enhancement of long term shareholder value without compromising on Ethical Standards and Corporate Social Responsibilities. These practices are embeded in our principle of Corporate Governance, which provides for accountability, independence, transperancy and fair disclosure. The Spirit of Wipro represents the core values of Wipro framed around these Corporate Governance principles and practices. The three values encapsulated in the Spirit of Wipro are: Intensity to Win l Make customers successful l Team, innovate and excel Act with Sensitivity l l Respect for the individual Thoughtful and responsible Unyielding Integrity l l Delivering on commitments Honesty and fairness in action Corporate Governance philosophy is put into practice at Wipro through the following four layers, namely, l l l l Governance by Shareholders, Governance by Board of Directors, Governance by Sub-committee of Board of Directors, and Governance of the management process FIRST LAYER: GOVERNANCE BY SHAREHOLDERS Annual General Meeting Annual General meeting for the year 2013-14 is scheduled on 54 July 23, 2014 at 4.00 p.m. The meeting will be conducted at Wipro Campus, Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72, Keonics Electronic City, Hosur Road, Bangalore – 561229. For those of you, who are unable to make it to the meeting, the facility to appoint a proxy to represent you at the meeting is also available. For this you need to fill a proxy form and send it to us. The last date for receipt of proxy forms by us is July 21, 2014 before 4.00 P.M. You can also cast your vote electronically (e-voting). Please follow the instructions for such e-voting sent separately. Annual General Meetings and other General Body meeting of the last three years and Special Resolutions, if any. For the year 2010-11 we had our Annual General Meeting on July 19th 2011, at 4.30 pm. The meeting was held at Wipro Campus, Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72, Keonics, Electronic City, Hosur Road, Bangalore – 561229. The following resolutions were passed other than the Ordinary Business (last one being special resolution). l l l l Appointment of Mr. M.K.Sharma as a Director. Appointment of Mr. T.K.Kurien as a Director. Re-appointment of Mr. Azim H Premji as Chairman and Managing Director. To pay remuneration by way of commission for a further period of five years commencing from April 1, 2012 to any one or more or all of the existing Non-Executive Directors or Non –Executive Directors to be appointed in future For the year 2011-12 we had our Annual General Meeting on July 23, 2012, at 4.00.PM. The meeting was held at Wipro Campus, Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72, Keonics, Electronic City, Hosur Road, Bangalore – 561229. The following resolutions were passed other than the Ordinary Business (last one being special resolution). l l l Re-appointment of Dr. Jagdish N Sheth as a Director. Re-appointment of Dr. Henning Kegermann as a Director. Re-appointment of Mr. Shyam Saran as a Director. Annual Report 2013-14l l Amendment to Articles of Association of the Company recognizing participation by members/Directors, through Video Conferencing or Teleconferencing or through any other electronic or other media and for e-voting and to permit Chairman holding position of both the Chairman as well as Managing Director/ CEO/ equivalent position thereof For the year 2012-13 we had our Annual General Meeting on July 25, 2013, at 4.00.PM. The meeting was held at Wipro Campus, Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72, Keonics, Electronic City, Hosur Road, Bangalore – 561229. The following resolutions were passed other than the Ordinary Business (last one being special resolution). l l l Re-appointment of Mr. Azim H Premji as Chairman and Managing Director. Appointment of Mr. Vyomesh Joshi as a Director. Re-appointment of Mr. Suresh C Senapaty as the Chief Financial Officer and Executive Director Financial Calendar Our tentative calendar for declaration of results for the financial year 2014-15 is as given below: Table 01: Calendar for Reporting Quarter ending For the quarter ending June 30, 2014 For the quarter and half year ending September 30, 2014 For the quarter and nine month ending December 31, 2014 For the year ending March 31, 2015 Release of results Fourth week of July 2014 Fourth week of October 2014 Third week of January 2015 Third week of April 2015 In addition, the Board may meet on other dates if there are special requirements. Interim Dividend Your Board of Directors declared an Interim Dividend of ` 3/- per share on equity shares of face value of ` 2/- each on January 17, 2014. Record Date for Interim Dividend The record date for the purpose of payment of Interim Dividend was fixed as January 23, 2014, and the Interim Dividend was paid to our shareholders who were on the Register of Members as at the closing hours of January 23, 2014. Final Dividend Your Board of Directors has recommended a Final Dividend of ` 5/- per share on equity shares of face value of ` 2/- each. Date of Book closure Our Register of members and share transfer books will remain closed on July 23, 2014. Final Dividend Payment Date Dividend on equity shares as recommended by the Directors for the year ended March 31, 2014, when declared at the meeting, will be paid on July 31, 2014. (i) (ii) to those members whose names appear on the Company’s register of members, after giving effect to all valid share transfers in physical form, lodged with M/s Karvy Computershare Private Limited, Registrar and Share Transfer Agent of the Company on or before July 22, 2014. In respect of shares held in electronic form, to those “deemed members” whose names appear in the statements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the opening hours on July 24, 2014. National ECS facility Receipt of Dividends through Electronic mode : Securities and Exchange Board of India (SEBI) has vide Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 directed that Listed Companies shall mandatorily make all payments to Investors, including Dividend to shareholders, by using any Reserve Bank of India (RBI) approved electronic mode of payment Viz. ECS, LECS (Local ECS), RECS (Regional ECS), NECS (National ECS), NEFT etc. 1. 2. The Company will use the bank details available with Depository Participant for electronic credit of such Dividend. In order to receive the dividend without loss of time, all the eligible shareholders holding shares in demat mode are requested to update with their respective Depository Participants before 23rd July, 2014 their correct Bank Account Number, including 9 Digit MICR Code and 11 digit IFSC Code, E- Mail ID and Mobile No(s). This will facilitate the remittance of the dividend amount as directed by RBI in the Bank Account electronically. Updation of E - Mail IDs and Mobile No(s) will enable sending e-mail communication relating to credit of dividend, unencashed dividend etc. Shareholders holding shares in physical form may communicate details relating to their Bank Account, 9 Digit MICR Code, 11 digit IFSC Code, E- Mail ID and Mobile No(s) to the Registrar and Share Transfer Agents Viz. Karvy Computershare Private Limited, having address at Plot No. 17-14, Vittal Rao Nagar Madhapur, Hyderabad-500 081, before 23rd July, 2014 by quoting the reference folio number and attaching a photocopy of the Cheque leaf of their Active Bank account and a self attested copy of their PAN card. 55 Wipro LimitedVarious modes for making payment of Dividends under Electronic mode : In case the shareholder has updated the complete and correct Bank account details (including 9 digit MICR Code and 11 digit IFSC code) before the Book Closure ﬁxed for the purpose of payment of dividend, then the Bank shall make the payment of dividend to such shareholder under any one of the following modes : 1. National Electronic Clearing Service (NECS) 2. Electronic Clearing Service (ECS) 3. National Electronic Fund Transfer (NEFT) 4. Direct credit in case the bank account is of shareholder is same as that of Dividend banker. In case dividend payment by electronic mode is returned or rejected by the corresponding bank due to certain reasons, then the Bank will issue a dividend warrant and print the Bank account details available on its records on the said dividend warrant to avoid fraudulent encashment of the warrants. Special Resolution passed through the Postal Ballot Procedure A resolution was passed through postal ballot for approval of Wipro Equity Reward Trust Employee Stock Purchase Plan 2013. Awards and Rating Mr Azim H Premji, Chairman was conferred with the degree of Doctor of Science from the Indian Institute of Technology, Bombay in honour of his far reaching vision and his extraordinary commitment to Trade & Industry, contribution to philanthropy and in furthering the value of business ethics. The Company was awarded the highest rating of Stakeholder Value and Corporate Rating 1 (called SVG 1) by ICRA Limited, a rating agency in India being an associate of Moody’s. This rating implies that the Company belongs to the Highest Category on the composite parameters of stakeholder value creation and management as also Corporate Governance practices. The Company was awarded the National award for excellence in Corporate Governance from Institute of Company Secretaries of India during the year 2004. The Company was awarded the award for excellence in Financial Reporting from Institute of Chartered Accountants of India during the year 2012. The Company has been assigned LAAA rating to Wipro’s long term credit. This is the highest credit quality rating assigned by ICRA Limited to long term instruments. The Company’s Long Term Corporate Credit Rating has been upgraded by Standard and Poor (S&P) a Credit Rating Agency from BBB+ (Outlook Negative). The Company was ranked among the Top 5 in Greenpeace International Ranking Guide and regained its top position among Indian IT Brands. 56 The Company is ranked #1 in the 18th edition of the Greenpeace “Guide to Greener Electronics” rankings and # 2 globally and 1st among IT companies in the Newsweek 2012 Worlds Greenest companies. The Company also featured in the Greenpeace Cool IT Leaderboard rankings in 2013. The Company has been awarded as one of the World’s Most Ethical Companies by Ethisphere Institute, for the third consecutive year. The Company has been selected on Dow Jones Sustainability Index – World Member and as DJSI Emerging Markets Index Member. The Company is rated “Prime” B+ by Oekom, leading European Sustainability rater and ranked global No1 for the IT Services Sector. The Company was presented an award for Inclusion and Diversity at the NDTV Profit Business Leadership Awards 2012. The Company has received the ‘NASSCOM Corporate Award for Excellence in Diversity and Inclusion, 2012’, in the category ‘Most Effective Implementation of Practices & Technology for Persons with Disabilities’. Corporate Social Responsibility and Sustainability Reporting Wipro’s sustainability reporting articulates our perspective onthe emerging forces in the global sustainability landscape andWipro’s response on multiple dimensions. For each of the three dimensions of economic, ecological and social sustainability,we articulatethe keyissuesas well as opportunities that emerge and an update of our engagements .Our sixth “Sustainability Report” for 2012-13 is a comprehensive articulation of Wipro’s approach that helps to determine the priorities of Company’s sustainability programand the corresponding disclosures. Our report has been rated Level A forthe sixthsuccessive instance based on a rigorous external audit. The rating represents the highest standardsof transparency and completeness in reporting. The theme of our sustainability report for 2012-13 is “The Butterfly Journey”. The butterfly is a metaphor for transformation andtenacity, hope and resilience...it is perhaps not coincidentalthat these are also key attributes of the journey of sustainability.Just as biological diversity is crucial for the well- being of anecosystem, we see diversity at the workplace as an importantsource of creativity and robustness in thinking. The proportion ofwomen in our workforce continues to grow steadily and standsat 31%. We are deeply committed to enhancing the globalnature of workforce; today, around 40% of our employees at our overseas locations is comprised of local nationals – something that will keepincreasing in the years to come. Finally, we take particular pridein the fact that close to 450 persons with disabilities arepart ofour workforce. Our sustainability report is available at our website www.wipro. com/about-wipro/sustainability/sustainability-disclosures.aspx Your Company’s Business Responsibility Report for 2013-14, which forms part of this Annual Report 2013-14 includes the Annual Report 2013-14disclosures recommended under National Voluntary Guidelines for the Social, Environmental and Economic Responsibilities of Business, 2011 issued by the Ministry of Corporate Affairs, Government of India, and the requirements under Clause 55A of the Listing Agreement as prescribed by SEBI. We are also in the process of framing a CSR Policy and one of the Committees of the Board has been given additional responsibility to frame such policy and review CSR activities of the Company. Shareholders’ Satisfaction Survey The Company conducted a Shareholders’ Satisfaction survey in July 2013 seeking views on various matters relating to investor services. About 1694 shareholders participated and responded to the survey. The analysis of the responses reflects an average rating of about 4.12 on Scale of 1 to 5 Around 88 % of the shareholders indicated that the services rendered by the Company were good/ excellent and were satisfied. We are constantly in the process of enhancing our service levels to further improve the satisfaction levels based on the feedback received from our shareholders. We would welcome any suggestions from your end to improve our services. Means of Communication with Shareholders / Analysis We have established procedures to disseminate, in a planned manner, relevant information to our shareholders, analysts, employees and the society at large. Our Audit Committee reviews the earnings press releases, SEC filings and annual and quarterly reports of the Company, before they are presented to the Board of Directors for their approval for release. News Releases, Presentations, etc.: All our news releases and presentations made at investor conferences and to analysts are posted on the Company’s website at www.wipro.com/ corporate/ investors. Quarterly results: Our quarterly results are published in widely circulated national newspapers such as The Business Standard, the local daily Kannada Prabha. We have also commenced intimating quarterly results to shareholders by email regularly. Website: The Company’s website contains a separate dedicated section “Investors” where information sought by shareholders is available. The Annual report of the Company, earnings, press releases, SEC filings and quarterly reports of the Company apart from the details about the Company, Board of directors and Management, are also available on the website in a user- friendly and downloadable form at www.wipro.com/corporate/ investors-index.htm Annual Report: Annual Report containing audited standalone accounts, consolidated financial statements together with Directors’ report, Auditors report and other important information are circulated to members and others entitled thereto. Other Disclosures/filings : Further, our Form 20-F filed with Securities Exchange Commission also contains detailed disclosures and alongwith other disclosures including Press Releases etc are available in our website link http://www.wipro. com/investors/ Table 02: Communication of Results Means of communications Earnings Calls Publication of results Number of times during 2013-14 4 4 Listing on Stock Exchanges, Stock Codes, International Securities Identification Number (ISIN) and Cusip Number for ADRs Your Company’s shares are listed in the following exchanges as of March 31, 2014 and the stock codes are: Table 03: Stock codes Equity shares Bombay Stock Exchange Limited (BSE) National Stock Exchange of India Limited (NSE) American Depository Receipts New York Stock Exchange (NYSE) Stock Codes 507685 WIPRO WIT Notes: 1. 2. 3. Listing fees for the year 2013-14 has been paid to the Indian Stock Exchanges as on date of this report. Listing fees to NYSE for the calendar year 2014 has been paid as on date of this report. The stock code on Reuters is WPRO@IN and on Bloomberg is WIPR.BO International Securities Identification Number (ISIN) ISIN is an identification number for traded shares. This number needs to be quoted in each transaction relating to the dematerialized equity shares of the Company. Our ISIN number for our equity shares is INE075A01022. CUSIP Number for American Depository Shares The Committee on Uniform Security Identification Procedures (CUSIP) of the American Bankers Association has developed a unique numbering system for American Depository Shares. This number identifies a security and its issuer and is recognized globally by organizations adhering to standards issued by the International Securities Organization. Cusip number for our American Depository Scrip is 97651M109. Corporate Identity Number (CIN) Our Corporate Identity Number (CIN), allotted by Ministry of Company Affairs, Government of India is L32102KA1945PLC020800, and our Company Registration Number is 20800. 57 Wipro LimitedRegistrar and Transfer Agents The Power of share transfer and related operations has been delegated to Registrar and Share Transfer Agents M/s Karvy Computershare Private Limited, Hyderabad. Share Transfer System The turnaround time for completion of transfer of shares in physical form is generally less than 7(Seven) days from the date of receipt, if the documents are clear in all respects. We have also internally fixed turnaround times for closing the queries/complaints received from the shareholders within 7 (Seven) days if the documents are clear in all respects. Address for correspondence The address of our Registrar and Share Transfer Agents is given below. M/s Karvy Computershare Private Ltd. Unit: Wipro Limited, Plot no: 17-24, Vittal Rao Nagar, Madhapur, Hyderabad: 500 081. Tel: 040 23420815 Fax: 040 23420814 Email id: jayaramanvk@karvy.com Contact person: Mr. V K Jayaraman Email id: krishnans@karvy.com Contact person: Mr. Krishnan S Shareholders Grievance can also be sent through email to the following designated E-mail id: einward.ris@karvy.com Overseas depository for ADSs J.P. Morgan Chase Bank N.A. 60, Wall Street New York, NY 10260 Tel: 001 212 648 3208 Fax: 001 212 648 5576 Indian custodian for ADSs India sub custody J.P. Morgan Chase Bank N.A. J.P. Morgan Towers, 1st Floor, off C.S.T. Road, Kalina, Santacruz (East), Mumbai 400 098 Tel: 91-22-615738484 Fax: 91-22-61573910 annual reports and shareholder grievance.The contact details are provided below: Ph: 91 80 28440011 (Extn 226185) Fax: 91 080 28440051 Email: ramachandran.venkatesan@ wipro.com Ph: 91 80 28440011 (Extn 226183) Fax: 91 080 28440051 Email: kothandaraman.gopal@wipro.com Mr.V Ramachandran, Company Secretary Wipro Limited Doddakannelli Sarjapur Road Bangalore 560 035 Mr. G Kothandaraman, Head – Secretarial & Compliance Wipro Limited Doddakannelli Sarjapur Road Bangalore 560 035 Analysts can reach our Investor Relations Team for any queries and clarification Financial/Investor Relations related matters: Ph : 91 80 28440011 (226143) Fax: 91 80 28440051 Email: aravind.viswanathan@wipro.com Ph : 91 80 28440011 (226143) Fax: 91 80 28440051 Email: pavan.rao@wipro.com Ph : +1 617 849 2398 Fax: +1 8005724852 Email: vaibhav.saha@wipro.com Mr. Aravind Viswanathan, General Manager, Investor Relations and Corporate Treasurer, Wipro Limited, Doddkannelli, Sarjapur Road, Bangalore 560 035 Mr. Pavan N Rao Senior Manager, Investor Relations and Corporate Treasurer, Wipro Limited, Doddkannelli, Sarjapur Road, Bangalore 560 035 Mr. Vaibhav Saha Manager, 2 Tower Center Boulevard, 22nd Floor, East Brunswick, NJ – 08816, USA Web-based Query Redressal System Description of voting rights Members may utilize this new facility extended by the Registrar & Transfer Agents for redressal of their queries. Please visit http://karisma.karvy.com and click on “investors” option for query registration through free identity registration to log on. Investor can submit the query in the “QUERIES” option provided on the web-site, which would give the grievance registration number. For accessing the status/response to your query, please use the same number at the option “VIEW REPLY” after 24 hours. The investors can continue to put additional queries relating to the case till they are satisfied. Shareholders can also send their correspondence to the Company with respect to their shares, dividend, request for All our shares carry voting rights on a pari-passu basis. Unclaimed Shares Pursuant to Clause 5A of the Listing Agreement, Shareholders holding physical shares and not having claimed share certificates have been sent reminder letters to claim the certificates from the Company. Based on their response, such shares will be transferred to “unclaimed suspense account” as per the Listing Agreement. The disclosure as required under Clause 5A of the Listing Agreement is given below: l Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year : Nil 58 Annual Report 2013-14l l l Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Nil Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year : Nil Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year : Nil In line with the terms of Wipro Demerger Share Exchange Trust, shares which have not been claimed by the shareholders pursuant to demerger, have been transferred to a designated suspense account. Table 04 Distribution of Shareholding and categories of Shareholders as per Clause 35 of the Listing Agreement as on March 31, 2014 Category (Amount) 1-5000 5001- 10000 10001- 20000 20001- 30000 30001- 40000 40001- 50000 50001- 100000 100001 & Above Total No. of share- holders 205,785 1,642 1,114 419 235 162 346 768 210,471 No. of shares 31/03/2014 % of share- holders 22,760,137 97.77 5,863,715 0.78 7,914,500 0.53 5,155,976 0.20 4,067,749 0.12 3,648,380 0.08 0.16 12,447,883 0.36 2,404,458,933 100.00 2,466,317,273 % of total equity 0.92 0.24 0.32 0.21 0.16 0.15 0.50 97.50 100.00 No. of share- holders 209,139 1,673 1,071 416 214 139 320 631 213,603 31/03/2013 % of share- holders No. of shares 22,761,636 97.90 6,152,661 0.78 7,713,949 0.50 5,125,461 0.19 3,741,074 0.10 3,120,474 0.07 0.15 11,334,381 0.31 2,402,985,094 100.00 2,462,934,730 % of total equity 0.92 0.25 0.31 0.21 0.15 0.13 0.46 97.57 100.00 We have 7,484 shareholders holding one share each of the Company. Table : 05 Major City wise report as on March 31, 2014. S. No. City 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Ahmedabad Bangalore Chandigarh Chennai Cochin Coimbatore Guwahati Hyderabad Indore Jaipur Jamshedpur Kanpur Kolkatta Lucknow Madurai Mangalore Mumbai Nagpur New Delhi Panaji Pune Rajkot Surat Vadodara Others Total No. of Holders No. of Shares Held 1,236,967 1,848,828,837 188,160 3,272,039 216,135 153,640 58,778 2,090,589 408,976 328,355 82,146 467,669 1,344,790 170,681 101,053 241,021 564,439,537 231,626 3,034,079 173,436 1,900,215 208,107 15,614,391 4,243,395 17,282,651 2,466,317,273 7,659 18,937 740 11,913 864 1,251 586 6,799 2,065 3,225 509 3,384 10,371 1,251 626 1,466 48,229 1,302 9,198 1,007 6,905 1,017 2,636 4,783 63,748 210,471 Note: Includes ADR’s held by DR holders against the underlying shares issued to the Overseas Depository. 59 Wipro Limited (1)(a) Statement Showing Shareholding Pattern in Clause 35 of the Listing Agreement Name of the Company : Wipro Limited SCRIP CODE: Class of Security: Partly paid-up shares 507685 Equity No. of partly paid-up shares Held by promoter/promoter group Held by Public Total: Outstanding convertible securities: No. of outstanding securities 0 0 0 Held by promoter/promoter group Held by Public Total: Warrants: 0 0 0 No. of warrants Held by promoter/promoter group Held by Public Total: Total paid-up shares of the Company, assuming full conversion of warrants and convertible securities 0 0 0 2,466,317,273 Category Code Particulars No of Shareholders Total Number of Shares (I) (II) (III) Name of the Scrip: Wipro Limited As a % of total no. of partly paid-up shares 0 0 0 As a % of total no. of outstanding convertible securities. 0 0 0 As a % of total no. of warrants 0 0 0 0 As a % of total no. of shares of the Company. 0 0 0 As a % of total no. of shares of the Company assuming full conversion of the convertible securities 0 0 0 As a % of total no. of shares of the Company, assuming full conversion of warrants 0 0 0 100.00 - - 4 0 4 0 3 No. of Shares Held in Dematerialized Form Total Shareholding as a % of Total No. of Shares As a Percentage of (A+B) As a Percentage of (A+B+C) (VII) (V) (VI) (IV) - - - 95,419,432 0 - 95,419,432 0 30,847,912 30,847,912 - - 3.95 0.00 1.28 - - 3.87 0.00 1.25 0 0 0.00 0.00 1,256,041,000 1,256,041,000 51.93 50.93 1 429,714,120 429,714,120 12 1,812,022,464 1,812,022,464 - - 0 0 - 0 0 0 0 0 0 0 17.77 74.92 - 0.00 0.00 0.00 17.42 73.47 - 0.00 0.00 0.00 Shares Pledge or Otherwise Encumbered Number of Shares As a Percentage (VIII) - - 0 0 0 0 0 0 - 0 0 0 (IX)=(VIII)/ (IV)*100 - - 0.00 0.00 0.00 0.00 0.00 0.00 - 0.00 0.00 0.00 Promoter and Promoter Group Indian Individual /HUF Central Government/ State Government(s) Bodies Corporate (Promoter in his capacity as Director of Private Limited/Section 25 Companies) Financial Institutions / Banks Any Other -- Partnership firms (Promoter in his capacity as partner of Partnership firms)* Trust ** Sub-Total A(1) : Foreign Individuals (NRIs/Foreign Individuals) Bodies Corporate Institutions (A) (1) (a) (b) (c) (d) (e) (f ) (2) (a) (b) (c) 60 Annual Report 2013-14Category Code Particulars No of Shareholders Total Number of Shares No. of Shares Held in Dematerialized Form Total Shareholding as a % of Total No. of Shares As a Percentage of (A+B) As a Percentage of (A+B+C) 0.00 (d) (e) (B) (1) (a) (b) (c) (d) (e) (f ) (g) (h) (i) (2) (a) (b) (c) (d) Qualified Foreign Investor Others Sub-Total A(2) : Total A=A(1)+A(2) Public Shareholding Institutions Mutual Funds/UTI Financial Institutions / Banks Central Government / State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors (Exclusive of ADR ) Foreign Venture Capital Investors Qualified Foreign Investor Others Sub-Total B(1) : Non-Institutions Bodies Corporate Individuals (i) Individuals holding nominal share capital upto `1 lakh (ii) Individuals holding nominal share capital in excess of `1 lakh Qualified Foreign Investor Others Non Resident Indians Trusts (a) Wipro Inc Benefit Trust (Held by Trustees Ananthasivan Murali and Dipak Kumar Bohra) (b) Wipro Equity Reward Trust (Held by Trustees or the Trust) (c) Other Trust Non Executive Directors and Executive Directors & Relatives*** Trusts Clearing Members Foreign National Sub-Total B(2) : 0 0 0 0.00 0 0 0 0 0 0 12 1,812,022,464 1,812,022,464 - - - - 40,271,914 40,271,914 6,259,362 6,259,362 - - 270 47 0.00 0.00 74.92 - - 1.67 0.26 0.00 0.00 73.47 - - 1.63 0.25 0 0 0.00 0.00 0 39,569,559 249,751,355 0 39,569,559 249,751,355 0 0 0 0 0 845 0 335,852,190 0 335,852,190 1724 - 202,368 97,221,891 - 49,843,664 97,174,056 - 48,584,086 0.00 1.64 10.33 0.00 0.00 0.00 13.89 4.02 - 2.06 0.00 1.60 10.13 0.00 0.00 0.00 13.62 3.94 - 2.02 244 77,783,491 49,882,740 3.22 3.15 107 107 - 25,734,958 - 1,810,388 - 7,113,780 - 1,810,388 0.00 - 1.06 0.00 0.07 0.00 - 1.04 - 0.07 14,829,824 14,829,824 0.61 0.60 0 0 4 524 0 0 1 - 4925 - 1 1 6 248,185 248,185 35 301 7 209,613 1812148 1,351,891 26,141 270,662,688 1,812,148 1,351,891 26,141 222,833,346 0.00 0.01 0.07 0.06 0.00 11.19 0.01 0.07 0.05 0.00 10.97 Shares Pledge or Otherwise Encumbered Number of Shares As a Percentage 0 0 0 0 - - - - - - - - - - - - - - - - - - - - 0.00 0.00 0.00 0.00 - - - - - - - - - - - - - - - - - - - - 61 Wipro LimitedCategory Code Particulars No of Shareholders Total Number of Shares No. of Shares Held in Dematerialized Form Shares Pledge or Otherwise Encumbered Number of Shares As a Percentage Total Shareholding as a % of Total No. of Shares As a Percentage of (A+B) As a Percentage of (A+B+C) 24.59 98.06 210,458 558,685,536 210,470 2,418,537,342 2,370,708,000 606,514,878 25.08 100.00 (C) (1) (2) Total B=B(1)+B(2) : Total (A+B) : Shares held by custodians, against which Depository Receipts have been issued Promoter and Promoter Group Public GRAND TOTAL (A+B+C) : 1 47,779,931 210,471 2,466,317,273 2,418,487,931 47,779,931 1.94 100.00 0 0.00 (I)(b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group” Name of the Shareholder Details of Shares held Encumbered shares (*) Details of Warrants Sr. No. Details of convertible securities Total Shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital No. of Shares held As a % of grand total (A)+(B)+(C) Pledge Shares As a percentage (I) (II) (III) (IV) (V) (VI)=(V)/ (III)*100 AS a % of grand total (A) + (B) + (C) of sub-clause (I)(a) (VII) Number of warrants held As a % total number of warrants of the same class Number of convertible securities held (VIII) (IX) (X) As a % total number of convertible securities of the same class (XI) (XII) 1 2 3 4 5 6 7 8 AZIM HASHAM PREMJI YASMEEN A PREMJI RISHAD AZIM PREMJI TARIQ AZIM PREMJI NAPEAN TRADING AND INVESTMENT COMPANY PVT LTD VIDYA INVESTMENT AND TRADING COMPANY PVT LTD REGAL INVESTMENTS AND TRADING COMPANY PVT LTD AZIM PREMJI FOUNDATION (I) PVT LTD. 93,405,100 1,062,666 686,666 265,000 187,666 187,666 187,666 10,843,333 3.79 0.04 0.03 0.01 0.01 0.01 0.01 0.44 9 MR AZIM HASHAM PREMJI 452,906,791 18.36 PARTNER REPRESENTING PRAZIM TRADERS 10 MR AZIM HASHAM PREMJI 451,619,790 18.31 PARTNER REPRESENTING ZASH TRADERS 11 MR AZIM HASHAM PREMJI 370,956,000 15.04 PARTNER REPRESENTING HASHAM TRADERS 12 AZIM PREMJI TRUST (held 429,714,120 17.42 by trustees of the trust) TOTAL 1,812,022,464 73.47 0 0 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3.79 0.04 0.03 0.01 0.01 0.01 0.01 0.44 18.36 0.00 18.31 0.00 15.04 0.00 0.00 17.42 73.47 62 Annual Report 2013-14(I)(c)(i) Statement showing holding of securities (including shares, warrants,convertible securities) of persons belonging to the category “Public” and holding more than 1% of the total number of shares Sr. No. Name of the shareholder Number of shares held Shares as a percentage of total number of shares {i.e., Grant total (A)+(B)+(C) indicated in Statement at para (I)(a) above} Details of warrants Details of convertible securities Number of warrants held As a % total number of warrants of the same class Number of convertible securities held 1 Life Insurance Corporation of India 39,157,283 TOTAL 39,157,283 1.59 1.59 0 0 0.00 0.00 0 0 % w.r.t total number of convertible securities of the same class 0.00 0.00 Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital) 1.59 1.59 (I)(c)(ii) Statement showing holding of securities (including shares, warrants,convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company Sr. No. Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them Number of shares held Shares as a percentage of total number of shares {i.e., Grant total (A)+(B)+(C) indicated in Statement at para (I)(a) above} Details of warrants Details of convertible securities Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital) Number of warrants held As a % total number of warrants of the same class Number of convertible securities held % w.r.t total number of convertible securities of the same class NIL TOTAL NIL 0 NIL 0 NIL 0 NIL 0 NIL 0 NIL 0 NIL 0 (I)(d) Statement Showing details of Locked-in Shares” Sr. No. Name of the shareholder Number of locked-in shares Locked-in shares as a (%) percentage of total number of shares {i.e, Grand Total (A)+(B)+(C) Indicated in Statement at para (I)(a) above} Promoter/Promoter Group/Public Not Applicable TOTAL Not Applicable Not Applicable Not Applicable 0 0 (II)(a) Statement Showing details of Depository Receipts (DRs) Sr. No. Type of outstanding DR (ADRs,GDRs,SDRs,etc.) Number of outstanding DRs Number of shares underlying outstanding DRs Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para(I)(a) above} 1 JP Morgan Chase Bank, NA - ADRs’ 47,779,931 47,779,931 TOTAL 47,779,931 47,779,931 1.94 1.94 63 Wipro Limited(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares held by “Promoter/Promoter group” are in excess of 1% of the total number shares. Name of the DR Holder Type of outstanding DR (ADRs,GDRs,SDRs,etc.) Number of shares underlying outstanding DRs Not Available TOTAL Not Available Not Available 0 Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para(I)(a) above} Not Available 0 Sr. No. Note * Out of 11,406,331 Equity Shares Mr Azim H Premji disclaims beneficial ownership of 10,843,333 shares held by M/s Azim Premji Foundation (I) Pvt. Ltd. ** Mr Azim H Premji also disclaims the beneficial ownership 429,714,120 shares held by M/s Azim Premji Trust *** 14,829,824 Equity Shares are held by Wipro Equity Reward Trust under “TRUSTS” **** Shareholding comprises of 6,867 share held by Two Non-Executive Directors and Relatives and 241,318 shares held by Two Executive Directors. These Directors not being promoter Director and do not exercise and significant control over the Company, they are classified under “Any Other” Category. “Promoter shareholding” and “Promoter Group” and “Public shareholding” as per Clause 40A of the Listing Agreement. The details of outstanding employee stock options as on March 31, 2014 are provided in Annexure B to the Director’s Report, as per SEBI (ESOP & ESPP) Guidelines, 1999 as amended from time to time. Dematerialization of shares and liquidity 98.06% of outstanding equity shares have been dematerialized up to March 31, 2014. Table-06: List of Top Ten Shareholders of the Company as on March 31, 2014 SECOND LAYER: GOVERNANCE BY THE BOARD OF DIRECTORS Board Structure Sl. No. 1 2 3 4 5 6 7 8 9 Name of the shareholder No. of shares % Mr Azim H Premji partner representing Prazim Traders Mr Azim H Premji partner representing Zash Traders Mr Azim H Premji partner representing Hasham Traders 452,906,791 18.36 451,619,790 18.31 370,956,000 15.04 Azim Premji Trust 429,714,120 17.42 Azim H Premji JP Morgan Chase Bank (ADR Depository) Life Insurance Corporation of India L&T Infrastructure Finance Company Limited Custodian of Enemy Property (shares held on behalf of a non-resident shareholder as per law) 95,419,432 47,779,931 3.87 1.94 39,157,283 1.58 20,102,000 0.81 17,221,818 0.69 10 Alco Company Private Limited 16,787,000 0.68 All our directors inform the Board every year about the Board membership and Board Committee members they occupy in other companies including Chairmanship in Board/Committees of such companies. They notify us of any change that take place in these disclosures at the board meetings. As of March 31, 2014, we had ten non-executive directors and three executive directors, of which one executive director is Chairman of our Board. All of the ten non-executive directors are independent directors or independent of management and free from any business or other relationship that could materially influence their judgment. All the independent directors satisfy the criteria of independence as defined under, the Companies Act, 2013, the listing agreement with the Indian Stock Exchanges and the New York Stock Exchange Corporate Governance standards. The profiles of our Directors are given in Pages 18 to 21 of this report. Information flow to the Board Members Information is provided to the Board members on a continuous basis for their information, review, inputs and approval from time to time. More specifically, we present our annual Strategic Plan and Operating Plans of our businesses to the Board for their review, inputs and approval. Likewise, our quarterly 64 Annual Report 2013-14financial statements and annual financial statements are first presented to the Audit Committee and subsequently to the Board of Directors for their approval. In addition specific cases of acquisitions, important managerial decisions, material positive/ negative developments and statutory matters are presented to the Committees of the Board and later with the recommendation of committee to Board for their approval. As a system, in most cases, information to directors is submitted along with the agenda papers well in advance of the Board meeting. Inputs and feedback of Board members are taken in preparation of agenda and documents for the Board meeting. We schedule meetings of our business heads and functional heads with the Directors prior to the Board meeting dates. These meetings facilitate Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business and functional heads. Board Meetings We decide about the board meeting dates in consultation with Board Governance, Nomination and Compensation Committee and all our directors, based on the practices of earlier years. Once approved by the Board Governance, Nomination and Compensation Committee, the schedule of the Board meeting and Board Committee meetings are communicated in advance to the Directors to enable them to schedule their meetings. Our Board met four times in the financial year 2013-14, on April 17-19, 2013, July 26, 2013, October 21-22, 2013 and January 16-17, 2014. Our Board meetings are normally scheduled for two days. The gap between two meetings did not exceed four months.The necessary quorum was present for all the meetings. In addition, every quarter, Independent Directors meet amongst themselves exclusively. Post-meeting follow-up system After the board meeting, we have a formal system of follow up, review and reporting on actions taken by the management on the decisions of the Board and sub-committees of the Board. as specified in Accounting Standard 18 of the Companies (Accounting Standards) Rules, 2006, have been reported in the Notes to the Accounts and they are not in conflict with the interest of the Company at large. Register under Section 301 of the Companies Act, 1956 is maintained and particulars of transactions are entered in the Register, wherever applicable. Such transactions are provided to the Board, and the interested Directors neither participate in the discussion, nor do they vote on such matters, wherever approval of the Board is sought. Details of non- compliance by the Company, penalties, and strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. The Company has complied with the requirements of the Stock Exchange or SEBI on matters related to Capital Markets, as applicable. Whistle Blower policy and affirmation that no personnel have been denied access to the Audit, Risk & Compliance Committee The Company has adopted an Ombuds process which is a channel for receiving and redressing of employees’ complaints. The details are provided later in this report in the section titled ‘Compliance report on non-mandatory requirements under Clause 49’. No personnel of the Company were denied access to the Audit/Risk & Compliance Committee. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause. Your Company has complied with all the mandatory requirements of the Clause 49 of the Listing Agreement. The details of these compliances have been given in the relevant sections of this Report. This Annual report includes the disclosures recommended under National Voluntary Guidelines for the Social Environmental and Economic Responsibilities of Business, 2011 issued by the Ministry of Corporate Affairs, Government of India and Clause 55 of the Listing Agreement. Please refer to Pages 84 to 106 of this Annual report for further details. Disclosure of materially significant related party transactions Lead Independent Director During the year 2013-14, no transactions of material nature had been entered into by the Company with the Management or their relatives that may have a potential conflict with interest of the Company. None of the Non-Executive Directors have any pecuniary material relationship or transactions with the Company for the year ended March 31, 2014, and have given undertakings to that effect as per clause 49 of the Listing Agreement. Details of transactions with any of the related parties (including transactions where Directors may have a pecuniary interest) The Board of Directors of the Company has designated Mr. N Vaghul as the Lead Independent Director. The role of the Lead Independent Director is described in the Corporate Governance guidelines of your Company. Particulars of directors proposed for appointment/ re-appointment: The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have 65 Wipro Limitedcome into effect from April 1, 2014. As per the said provisions, the Independent Directors shall be appointed for not more than two terms of maximum of five years each and shall not be liable to retire by rotation at every AGM. The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. Brief resume of the Directors proposed for re-appointment/ appointment at the ensuing Annual general Meeting is provided in Annexure A to the Notice convening the Annual General Meeting. Remuneration Policy and criteria of making payments to Directors Board Governance, Nomination and Compensation Committee recommends the remuneration, including the commission based on the net profits of the Company for the Chairman and Managing Director, other Executive Directors and for Senior Management personnel. This recommendation is then approved by the Board and Shareholders for payment of remuneration to Executive Directors. Prior approval of shareholders is obtained in case of remuneration to non- executive directors. The remuneration paid to Chairman and Managing Director and Executive Directors is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance, and macro-economic review on remuneration packages of CEOs of other organizations. Perquisites and retirement benefits are paid according to the Company’s policy as applicable to all employees. Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals / Business Executives. Independent Non-Executive Directors receive sitting fees for attending the meeting of the Board and Board Committees and commission as approved by the Board and shareholders. This remuneration approved by the Board subject to the condition that cumulatively it shall not exceed 1% of the net profits of the Company for all Non- Executive Directors in aggregate for one financial year subject to an individual limit for each of the Non-Executive Directors. The remuneration by way of commission paid to the Independent Non-Executive directors is determined periodically & reviewed based on the industry benchmarks on such remuneration. Details of Remuneration to all Directors Table 07 provides the remuneration paid to the Directors for the services rendered during the financial year 2013-14. No stock options were granted to any of the Independent Non-Executive Directors during the year 2013-14. Table 07: Directors remuneration paid and grant of stock options during the financial year 2013-14 i j m e r P H m i z A r a k a h b a r p C B l u h g a v N h t e h S N h s i d g a J . r D y l u g n a G k o h s A . r D s n e w O r u h t r A m a i l l i W y t a p a n e S C h s e r u S n n a m r e g a K g n n n e H i n e i r u K K T n a r a S m a y h S a m r a h S K M i h s o J h s e m o y V @ l a t t i V a n e e r I # a h n i S M P. None None None None None None None None None None None None None None 3,000,000 1,310,184 – – – – – – – – – – 5,983,920 13,499,880 8,177,081 13,199,413 – – – – – – – – – – – – 70,255,795 3,500,000 2,300,000 9,000,000* 3,000,000 9,900,000* 11,798,811 23,722,216 2,000,000 9,000,000* 2,200,000 9,000,000* 1,100,000 600,000 16,090,592 Deferred Benefits 11,774,648 Sitting fees Grant of stock options Notice period – – Upto 6 months – – – – – – – – – – 1,80,000 2,40,000 1,40,000* 1,60,000 2,20,000* – – – – – – – – – – 3,584,092 11,327,394 1,765,256 3,982,465 – – – – Upto 6 months Upto 6 months – – – – – – – – – – – – 60,000 1,40,000* 1,40,000 1,40,000* 1,20,000 20,000 – – – – – – – – – – – – Relatioship with directors Salary Allowances Commission/ Incentives Other annual compensation * Figure mentioned are rupee equivalent - as amount paid in USD @ Appointed as additional director with effect from October 1, 2013 # Mr. P. M Sinha retired from the board with effect from July 25, 2013 66 Annual Report 2013-14 Ireena Vittal# Vyomesh Joshi M K Sharma Henning Kagermann Shyam Sran T K Kurien Suresh C Senapaty William Arthur Owens Dr. Ashok S Ganguly Dr. Jagdish N Sheth B C Prabhakar N Vaghul*** Azim H Premji t n e d n e p e d n I t n e d n e p e d n I t n e d n e p e d n I t n e d n e p e d n I t n e d n e p e d n I n o N e v i t u c e x E r o t c e r i D n o N e v i t u c e x E r o t c e r i D n o N e v i t u c e x E r o t c e r i D n o N e v i t u c e x E r o t c e r i D n o N e v i t u c e x E r o t c e r i D e v i t u c e x E r o t c e r i D e v i t u c e x E r o t c e r i D t n e d n e p e d n I t n e d n e p e d n I t n e d n e p e d n I t n e d n e p e d n I t n e d n e p e d n I n o N e v i t u c e x E r o t c e r i D n o N e v i t u c e x E r o t c e r i D n o N e v i t u c e x E r o t c e r i D n o N e v i t u c e x E r o t c e r i D n o N e v i t u c e x E r o t c e r i D r e t o m o r P r o t c e r i D . 3 5 2 1 0 2 0 1 1 0 . 7 2 t o N l e 0 b a c i l p p a 0 4 . 2 0 0 1 0 2 0 1 1 0 . 0 1 1 7 4 . 1 1 0 2 7 0 1 0 . 0 4 0 4 0 4 1 4 0 4 1 4 0 4 4 4 3 3 . 9 0 0 0 0 2 0 1 7 2 . . 0 2 0 1 0 2 7 0 1 0 . . 1 0 0 1 0 2 2 0 1 0 . . 8 2 1 0 0 2 4 0 8 1 . . 6 0 0 0 0 2 7 0 1 0 . . 9 3 1 9 9 1 1 0 1 0 . . 9 1 0 9 9 1 1 0 1 0 . . 7 3 0 9 9 1 2 0 0 2 . . 7 9 5 9 9 1 6 0 9 0 . 4 1 1 0 4 . 8 6 9 1 9 0 1 0 . s e Y s e Y s e Y s e Y s e Y s e Y s e Y s e Y s e Y s e Y s e Y s e Y 0 0 0 0 2 3 9 4 3 1 , 6 8 3 6 0 1 , 0 7 6 8 1 , 0 0 0 0 5 , 0 , 2 3 4 9 1 4 5 9 , 6 5 6 5 9 1 5 0 4 8 4 4 0 4 6 0 4 8 6 7 2 3 0 0 8 2 1 9 4 4 2 0 7 8 2 6 1 1 3 0 8 6 3 9 0 0 3 0 1 1 7 8 1 0 0 6 7 9 2 2 4 0 0 2 1 8 0 1 0 0 7 1 7 2 3 3 0 0 2 5 0 0 4 0 0 0 4 1 0 2 0 0 0 0 0 8 2 4 3 2 0 0 i * s e n a p m o c r e h t o n i i p h s r o t c e r i D n i i p h s n a m r i a h C f o s e e t t i m m o C r e h t o f o d r a o B i * * s e n a p m o c i p h s r e b m e m y l n O f o e e t t i m m o c n i r e h t o f o d r a o B i * * s e n a p m o c d e d n e t t a s g n i t e e M d r a o B f o . o N e h t t a e c n a d n e t t A l n o d e h M G A t s a l 3 1 0 2 , 5 2 y l u J l d e h s e r a h s f o . o N , 1 3 h c r a M n o s a @ 4 1 0 2 t n e m t n o p p a i f o e t a D n o i t a c fi i t n e d I r e b m u N r o t c e r i D y r o g e t a C i . s e n a p m o c e t a v i r p n i s n o i t i s o p e d u l c n i t u b , i t c A s e n a p m o c e h t f o 5 2 n o i t c e S r e d n u s e n a p m o c n i i n o i t i s o p d n a r e b m e m d r a o b y r o s i v d a n a s a n o i t i s o p i , s e n a p m o c n g e r o f n i i n o i t i s o p e d u l c n i t o n s e o d s i h T * – 4 1 0 2 , 1 3 h c r a M n o s a s r o t c e r i d o t g n n i a t r e p n o i t a m r o f n i I y e K : 8 0 e l b a T i p h s r e b m e m e e t t i m m o C e h T . s r o t c e r i D e r e w y e h t h c i h w n i i s e n a p m o c l l a s s o r c a s e e t t i m m o c e v fi n a h t e r o m f o n a m r i a h c s a d e t c a t o n s e e t t i m m o c 0 1 n a h t e r o m n i s r e b m e m e r e w y n a p m o C r u o f o s r o t c e r i D f o e n o N * * . e e t t i m m o C e c n a v e i r G r o t s e v n I l d n a s r e d o h e r a h S d n a e e t t i i m m o C n o i t a n m o N / e c n a n r e v o G d r a o B , e e t t i m m o C n o i t a s n e p m o C , e e t t i m m o C t i d u A s e d u l c n i e v o b a n w o h s p h s n a m i r i a h C e e t t i m m o c d n a l d e t c e e - e r e b o t t o n e r i s e d s i h d e s s e r p x e d n a 3 1 0 2 , 5 2 y l u J n o d e h g n i t e e M l l a r e n e G l a u n n A e h t t a n o i t a t o r y b d e r i t e r a h n S i . M P. . r M . 3 1 0 2 , 1 r e b o t c O n o r o t c e r i d l a n o i t i d d a n a s a d e t n o p p a s a w i l a t t i V a n e e r I . s M . s r e b m e m y l i m a f e t a d e m m i i h t i w y l t n o i j l d e h s e r a h s s e d u l c n I @ # 67 l e c n e r e f n o C e e T h g u o r h t g n i t e e m e n o n i d e t a p i c i t r a P * * * Wipro Limited THIRD LAYER : GOVERNANCE BY THE SUB-COMMITTEE OF THE BOARD OF DIRECTORS Our Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. Each Committee of the Board is guided by its Charter, which defines the scope, powers and composition of the Committee. All decisions and recommendations of the Committees are placed before the Board either for information or approval. We have four sub-committees of the Board as at March 31, 2014. l l l l Audit/Risk and Compliance Committee Board Governance, Nomination and Compensation Committee Strategy Committee Administrative/Shareholders’ Grievance Committee Audit/Risk and Compliance Committee The Audit/Risk and Compliance Committee of the Board of Directors, which was formed in 1987, review, acts on and reports to our Board of Directors with respect to various auditing and accounting matters. The primarily responsibilities of the Committee, inter-alia, are Auditing and accounting matters, including recommending the appointment of our independent auditors to the shareholders Our CFO & Executive Director and other Corporate Officers make periodic presentations to the Audit/Risk and Compliance Committee on various issues. The Audit/Risk and Compliance Committee is comprised of the following four non-executive directors: Mr. N. Vaghul – Chairman Ms. Ireena Vittal, Mr. B. C. Prabhakar and Mr. M. K. Sharma – Members Our Audit/Risk and Compliance Committee met six times during the financial year on – April 17, 2013, June 12, 2013, July 25, 2013, October 21, 2013, January 16, 2014 and February 25, 2014. The composition of the Audit/Risk and Compliance Committee and their attendance are given in Table 09. Table 09 Name Position Number of meetings Attended 4 1 5 4 3 Chairman Member Member Member Member Mr. N. Vaghul** Mr. P. M. Sinha*@ Mr. B. C. Prabhakar* Mr. M. K. Sharma** Ms. Ireena Vittal * Attended one meeting over Tele conference ** Attended two meetings over Tele conference @ Mr. Sinha ceased to be a Director during the year. To review Compliance with legal and statutory requirements Board Governance, Nomination and Compensation Committee Integrity of the Company’s financial statements, discussing with the independent auditors the scope of the annual audits, and fees to be paid to the independent auditors Board Governance, Nomination and Compensation Committee comprises of the following Independent Non-Executive Directors: Performance of the Company’s Internal Audit function, Independent Auditors and accounting practices. Review of related party transactions, functioning of Whistle Blower mechanism, and Implementation of the applicable provisions of the Sarbanes Oxley Act 2002 including review on the progress of internal control mechanism to prepare for certification under Section 404 of the Sarbanes Oxley Act 2002. The Chairman of the Audit/Risk and Compliance Committee is present at the Annual General Meeting. The detailed charter of the Committee is posted at our website and available at www. wipro.com/investors/corporate-governance All members of our Audit/Risk and Compliance Committee are independent non-executive directors and financially literate. The Chairman of our Audit/Risk and Compliance Committee has the accounting and financial management related expertise. Statutory Auditors as well as Internal Auditors always have independent meetings with the Audit/Risk and Compliance Committee and also participated in the Audit/Risk and Compliance Committee meetings. 68 Dr. Ashok Ganguly - Chairman Mr. N. Vaghul and Mr. William Arthur Owens - Members The primary responsibilities of the Board Governance, Nomination Committee and Compensation Committee are: l l l l l l Develop and recommend to the Board Corporate Governance Guidelines applicable to the Company. Evaluation of the Board on a continuing basis including an assessment of the effectiveness of the full board, operations of the Board Committees and Contributions of Individual directors. Lay down policies and procedures to assess the requirements for inclusion of new members on the Board. Implement policies and processes relating to corporate governance principles. Ensure that appropriate procedures are in place to access Board membership needs and Board effectiveness. Review the company’s policies that relate to matters of corporate social responsibility, including public issues of significance to the company and its stakeholders. l l l l l l Annual Report 2013-14l Formulate the disclosure Policy, its review and approval of disclosure. During the Fiscal Year 2014, the Board Governance, Nomination and Compensation Committee of the Board met four times on – April 17, 2013, July 25, 2013, October 21, 2013, January 16, 2014. Table 10 Provides the composition and attendance of the Board Governance and Nomination Committee. Name Position Chairman Dr. Ashok S. Ganguly Mr. N. Vaghul* Member Mr. William Arthur Owens Member Member Mr. P. M. Sinha@ * Attended one meeting over Tele conference @ Mr. Sinha ceased to be a Director during the year. Number of meetings attended 4 3 4 - The detailed charter of this Committee is posted on our website and available at www.wipro.com/investors/corporate.governance. Strategy Committee: - - Delegation of power to the Chairman of the Company to approve acquisitions upto specified limits. Examine specific proposals such as acquisition or divestment of companies or similar such proposals requiring the approval of the Board and make appropriaterecommendations to the Board. Table 11 provides the composition and attendance of the Strategy Committee. Name Position Mr. William Arthur Owens Chairman Mr. Azim H Premji Member Dr. Henning Kagermann Member Member Dr. Jagdish Seth Member Mr. Vyomesh Joshi Member Mr. T. K. Kurien Number of meetings attended 2 2 2 2 2 2 Administrative/Shareholders & Investors Grievance Committee: The members of the Committee as on March 31, 2014 are as under: The Strategy Committee is comprised of the following members: Mr. B. C. Prabhakar – Chairman Mr. William Arthur Owens - Chairman Dr. Henning Kagermann, Dr. Jagdish Sheth, Mr. Vyomesh Joshi, Mr. Azim H Premji and Mr. T. K. Kurien- Members The Strategy Committee of Board of Directors which was framed in 2013 reviews, acts and reports to our Board of Directors with respect to the Mission, Vision and Strategic Direction of the Company. Primary responsibilities of this committee inter alia are : - - - - - - Making recommendations to the full board related to the organization’s mission, vision, strategic initiatives, major programs and services and periodic review of the same. Helping management identify critical strategic issues facing the organization, assisting in analysis of alternative strategic options. Ensuring management has established an effective strategic planning process, including development of a three to five year strategic plan with measurable goals and time targets Annually reviewing the strategic plan and recommending updates as needed based on changes in the market, community needs and other factors Debate and discuss the outside-in-perspective (from a macro economic and technology trends) and see how this could possibly influence our choices as well as potential risks we may have to overcome. Discuss thoughts on Mergers and Acquisitions and leverage Strategy Committee to suggest ideas and potentially open up sole sourced transactions. Mr. Suresh C Senapaty – Member and Mr. T. K. Kurien – Member The Administrative/Shareholders & Investors Grievance Committee is responsible for resolving investor’s complaints pertaining to share transfers, non-receipt of annual reports, Dividend payments, issue of duplicate share certificates, transmission of shares and other shareholder related queries, complaints etc. In addition to above, this Committee is also empowered to oversee administrative matters like opening / closure of Company’s Bank accounts, grant and revocation of general, specific and banking powers of attorney, consider and approve allotment of equity shares pursuant to exercise of stock options, setting up branch offices and other administrative matters as delegated by Board from time to time. The Chairman of the Committee is an independent non- executive director. The Administrative and Shareholders Grievance Committee met four times in the financial year on – April 17, 2013, July 25, 2013, October 21, 2013 and January 16, 2014. In addition, the Shareholders Grievance Committee, reviews once in 15 days the investor complaints and redressal of shareholders queries. Table 12 provides the composition and attendance of the Shareholders / Investors Grievance Committee. Name Position Number of meetings Mr. B. C. Prabhakar Mr. Suresh C Senapaty Mr. T. K. Kurien Chairman Member Member Attended 4 4 4 69 Wipro LimitedThe status on the shareholder queries and complaints we received, response to the complaints and the current status of pending queries if any, as on March 31, 2014 Table 13 Shareholder Queries and Complaints Description Non-receipt of Securities Non-receipt of annual reports Correction/ Revalidation of Dividend Warrants SEBI/Stock Exchange complaints Non-receipt of Dividend Warrants Others Total Nature Complaint Received Replied Pending 147 147 0 Complaint 130 Request 425 130 425 Complaint 35 35 Complaint 342 342 Request 0 1079 0 1079 0 0 0 0 0 0 Table 14 Details of Unclaimed Dividend Apart from these queries/complaints, there are certain pending cases relating to dispute over title to shares in which in certain cases the Company has been made a party. However, these cases are not material in nature. Mr. V. Ramachandran, Company Secretary is our Compliance Officer for the Listing Agreement with Stock Exchanges. Unclaimed Dividends Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company has transferred the unpaid or unclaimed interim dividend for the financial year 2006-07 on due date to the Investor Education and Protection Fund established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 25,2013 (date of last Annual General Meeting) on the website of the company (www.wipro.com/ investors), as also on the website of the Ministry of Corporate Affairs. We give below a table providing the dates of declaration of Dividend since 2006-07 and the corresponding dates when unclamied dividends are due to be transferred to the Central Government. Financial Year Date of Declaration of Dividend Last Year for Claiming unpaid Dividend 2006-2007 (Final Dividend) 2007-2008 (Interim Dividend) 2007-2008 (Final Dividend) 2008-2009 (Final Dividend) 2009-2010 (Final Dividend) 2010-11 (Interim Dividend) 2010-11 (Final Dividend) 2011-12 (Interim Dividend) 2011-12 (Final Dividend) 2012-13 (Interim Dividend) 2012-13 (Final Dividend) 2013-14 (Interim Dividend) July 18, 2007 October 19, 2007 July 17, 2008 July 21, 2009 July 22, 2010 January 21, 2011 July 21, 2011 January 24, 2012 July 23, 2012 January 18, 2013 July 25, 2013 January 17, 2014 July 17, 2014 October 18, 2014 July 16, 2015 July 20, 2016 July 21, 2017 January 20, 2018 July 20, 2018 January 23, 2019 July 22, 2019 January 17, 2020 July 24, 2020 January 16, 2021 Unclaimed amount as on April 30, 2014 990,198.00 2,412,476.00 2,523,596.00 2,027,064.00 1,816,890.00 1,137,108.00 2,561,488.00 1,156,665.00 3,013,328.00 1,673,002.00 3,220,660.00 2,130,147.00 Due date for transfer to Investor Education and protection fund August 16, 2014 November 17, 2014 August 15, 2015 August 19, 2016 August 20, 2017 February 19, 2018 August 19, 2018 February 22, 2019 August 21, 2019 February 16, 2020 August 23, 2020 February 15, 2021 After completion of seven years as per the above table, no claims shall lie against the said Fund or against the Company for the amounts of Dividend so transferred nor shall any payment be made in respect of such claims under the Companies Act, 1956. With effect from April 1, 2014, the Companies Act, 2013 provides for claiming such Dividends from the Central Government. total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate total number of shares in physical form, shares allotted & advised for demat credit but pending execution and the total number of dematerialized shares held with NSDL and CDSL. Secretarial Audit Compliance with Clause 49 of the Listing Agreement. A qualified Practicing Company Secretary has carried out secretarial audit every quarter to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the The certificate dated June 25, 2014 obtained from V. Sreedharan & Associates, Company Secretaries is given at page no. 82 of the annual report for compliance with Clause 49 of the Listing Agreement. 70 Annual Report 2013-14Subsidiary Monitoring Framework All the subsidiary companies of the Company are managed with their Boards having the rights and obligations to manage these companies in the best interest of their stakeholders. The Company nominates its representatives on the Board of subsidiary companies and monitors performance of such companies, inter alia, by reviewing; l Financial statements, in particular the investment made by the unlisted subsidiary companies, statement containing all significant transactions and arrangements entered into by the unlisted subsidiary companies forming part of the financials being reviewed by the Audit Committee of your Company on a quarterly basis l Minutes of the meetings of the unlisted subsidiary companies, if any, are placed before the Company’s Board regularly. l Providing necessary guarantees, Letters of Comfort and other support for their day-to-day operations from time- to-time. FOURTH LAYER: GOVERNANCE OF THE MANAGEMENT PROCESS Code of Business Conduct In 1983, we articulated ‘Wipro Beliefs’ consisting of six statements. At the core of beliefs was integrity articulated as l Our individual and Company relationship should be governed by the highest standard of conduct and integrity. Over years, this articulation has evolved in form but remained constant in substance. Today we articulate it as Code of Business Conduct. In our company, the Board of Directors and all employees have a responsibility to understand and follow the Code of Business Conduct. All employees are expected to perform their work with honesty and integrity. Wipro’s Code of Business Conduct reflects general principles to guide employees in making ethical decisions. This code is also applicable to our representatives. The Code outlines fundamental ethical considerations as well as specific considerations that need to be maintained for professional conduct. This Code has been displayed on the Company’s website. www.wipro.com/corporate/investors/ corporate-governance. The Chairman has affirmed to the Board of Directors that this Code of Business Conduct has been complied by the Board members and Senior Management. Ombudsmen process We have adopted an Ombudsmen process which is the channel for receiving and redressing employees’ complaints. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company’s Code of Business Conduct and Ethics, to management (on an anonymous basis, if employees so desire). Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. No individual in the Company has been denied access to the Audit/ Risk and Compliance Committee or its Chairman. Mechanism followed under Ombudsmen process is appropriately communicated within the Company across all levels and has been displayed on Wipro’s intranet and on Wipro’s website at www.wipro.com The Audit/Risk and Compliance Committee periodically reviews the functioning of this mechanism. Compliance Committee We have a Compliance Committee which considers matters relating to Wipro’s Code of Business Conduct, Ombuds process, Code for Prevention of Insider Trading and other applicable statutory matters. The Compliance Committee consists of Chairman, CFO & Executive Director, CEO & Executive Director, Senior Vice President-Human Resources, Senior Vice President- Legal and General Counsel, Chief Risk Officer and Senior Vice President-Internal Audit. During the financial year 2013-14, the Compliance Committee met four times and submitted its report to the Audit Committee for its review and consideration. Compliance with adoption of mandatory requirements Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. Non Compliance on matters related to capital markets Your Company has complied with the requirements of the Stock Exchange or SEBI on matters related to Capital Markets, as applicable. Compliance report on Non-mandatory requirements under Clause 49 1. The Board – Chairman’s Office & Tenure of Directors The Chairman of Wipro is an Executive Director and this provision is not applicable to Wipro. Some of our independent directors have completed a tenure exceedinga period of nine years on the Board of Directors of the Company. In the transition to the Companies Act, 2013, which is effective April 1, 2014, those Independent Directors who have already served for ten or more years will serve further terms as per the tenure recommended by the Board Governance, Nomination and Compensation Committee and approved by the Board of Directors of the 71 Wipro Limited Company and other Independent Directors shall continue to serve as per their original tenure of appointment. In effect, the transition will be managed by re-appointing such Independent Directors at the forthcoming Annual General Meeting for varying periods not exceeding a maximum of five years. 2. Remuneration Committee The Board of Directors constituted a Board Governance, Nomination and Compensation Committee, which is entirely composed of independent directors. The Committee also discharges the duties and responsibilities as described under non-mandatory requirements of Clause 49. The details of the Board Governance, Nomination and Compensation Committee and its powers have been discussed in this section of the Annual Report. 3. Shareholders rights We display our quarterly and half yearly results on our web site, www.wipro.com and also publish our results in widely circulated newspapers. We have sent quarterly results by email to those shareholders who have provided their email ids. We have also communicated the payment of dividend by e-mail to shareholders in addition to dispatch of letters to all shareholders. We will publish the voting results of the Shareholder meetings and make it available in Company’s website www.wipro.com and report the same to Stock Exchanges in terms of Clause 35 of the Listing Agreement. 4. Audit Qualifications The Auditors have not qualified the financial statements of the Company. 5. Training of Board Members The board of directors is responsible for supervision of the Company. To achieve this, board undertakes periodic review of various matters including business wise performance, risk management, borrowings, internal audit/ external audit reports etc. In order to enable the directors to fulfill the governance role, comprehensive presentations are made on the various businesses, business models, risk minimization procedures and new initiatives of the Company. Changes in domestic/overseas corporate and industry scenario including their effect on the company, statutory matters are also presented to the directors on a periodic basis 6. Mechanism for evaluation: Independent Board members In line with our corporate governance guidelines, evaluation of all Board members is done on an annual basis. This evaluation is lead by the Chairman of the Board Governance and Nomination Committee with specific focus on the performance and effective functioning of the Board, Committees of the Board report the recommendation to the Board. The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. 7. Whistle Blower Policy The details of the Ombudsmen process and its functions have been discussed earlier in this section. 8. Disclosures by the Management During the year 2013-14, there have been no transactions of material nature entered into by the Company with the Management or their relatives that may have a potential conflict with interest of the Company. None of the Non-Executive Directors have any pecuniary material relationship or material transaction with the Company for the year ended March 31, 2014 and has given undertakings to that effect. 9. Code for prevention of Insider Trading We have comprehensive guidelines on preventing insider trading. Our guidelines are in compliance with the SEBI guidelines on prevention of Insider Trading. 10. NYSE Corporate Governance Listing Standards The Company has made this disclosure of compliance with the NYSE Listing Standards in its website www.wipro.com/ investors/corp-governance and has filed the same with the New York Stock Exchange (NYSE). Declaration as required under Clause 49 (I)(D)(ii) of the Stock Exchange Listing Agreement All Directors and senior management personnel of the Company have affirmed compliance with Wipro’s Code of Business Conduct for the financial year ended March 31, 2014. Date: June 25, 2014 Sd/- Azim H Premji Chairman 72 Annual Report 2013-14 Share Data The performance of our stock in the financial year is tabulated in Table 15 Table 15 : Monthly high and low price points and volume in National Stock Exchange and New York Stock Exchange for FY 2013-14 is provided below (Figures from May 2013 reflect share price post demerger of non-IT Business during the year) : Month April May June July August September October November December January February March 52796060 Volume traded NSE Price in NSE during the month (in ` per share) 35143357 29284600 42427275 57130179 58536556 67042327 36517319 34901988 40263223 27214333 36397458 High Date Volume traded NSE Low Date Volume traded NSE 454.6 357.35 349 438 483.6 484.45 514.8 492.2 559.2 578.5 603.05 590.5 5-Apr-13 6-May-13 28-Jun-13 31-July-13 30-Aug-13 2-Sep-13 22-Oct-13 18-Nov-13 31-Dec-13 23-Jan-14 26-Feb-14 5-Mar-14 1807534 1148196 1905374 3612568 10846547 2565707 4203415 2331013 704304 2039827 2739680 1679861 330.2 327.65 324.95 343.35 436.4 451.7 470.85 469.8 481.25 540.9 555.2 540.45 26-Apr-13 31-May-13 3-Jun-13 3-Jul-13 1-Aug-13 16-Sep-13 24-Oct-13 27-Nov-13 2-Dec-13 9-Jan-14 13-feb-14 18-Mar-14 1474955 2724191 1473931 972952 1966728 2277103 4739985 1563462 2206937 1637153 1089476 1820785 S&P CNX Nifty Index during each month High Low 5930.2 5495.1 6187.3 5944 5939.3 5588.7 6077.8 5742 5742.3 5285 6115.55 6299.15 6317.35 5341.45 5780.05 5989.6 6363.9 6139.1 6345.65 6276.95 6221.45 6073.7 6000.9 6704.2 Wipro Price Movement vis-as-vis Previous Month High/Low (%) High % Low % 1.168 -21.28 -21.40 -0.78 -2.32 -0.82 S&P CNX Nifty Index Movement vis a vis High % Low % -0.260 -2.462 4.33 8.16 -4.008 -5.97 25.50 5.66 2.33 2.74 10.41 27.10 -5.52 -7.95 0.175 3.505 6.50 1.068 6.26 4.23 3.002 8.21 -4.39 -0.223 0.288 3.625 13.61 2.437 0.736 2.49 3.45 12.39 -0.28 -1.06 4.243 2.643 -1.082 -1.198 -2.081 -2.656 -0.884 11.71 Graph : 01 Wipro share price movements in NSE compared with S&P CNX Nifty Relative performance of Wipro Share Vs. S & P CNX Nifty 30 25 20 15 10 5 0 -5 -10 -15 -20 -25 April May June July Aug Sept October November December January February March Wipro Share S & P CNS Nifty Month & Year 2013-14 73 Wipro LimitedTable 16 : ADS Share Price during the Financial year 2013-14 (Figures from May 2013 reflect share price post demerger of non-IT Business during the year) April 7.99 May 7.63 June 7.28 July 8.62 August September October November December January February March 9.02 10.26 11.1 11.67 12.59 12.94 13.8 13.4 6585.06 6489.12 6408.01 6611.39 6434.26 6713.71 6950.13 7052.24 7250.83 6898.52 7156.51 7233.04 -20.89 -4.506 -4.587 18.407 4.640 13.747 8.187 5.135 7.883 2.780 6.646 -2.899 1.472 -1.457 -1.250 3.174 -2.679 4.343 3.521 1.469 2.816 -4.859 3.740 1.069 Wipro ADS price in NYSE during each month closing ($) NYSE TMT index during each month closing Wipro ADS Price Movement (%) Vis a vis Previous month Closing $ NYSE TMT Index movement (%) vis a vis Previous month closing $ Graph 02: Wipro ADS price movements in NYSE compared with TMT index Relative performance of Wipro ADS Vs. NYSE TMT Index April May June July Aug Sept October November December January February March Wipro ADS Price NYSE TMT Month & Year 2013-14 20 15 10 5 0 -5 -10 -15 -20 -25 74 Annual Report 2013-14e c i r P e r a h S y t i u q E r e v o e g a t n e c r e P s a t n e m e v o M m u m e r P S D A i 4 1 - 3 1 0 2 r a e y e h t g n i r u d a i d n I n i 1-Mar-14 1-Feb-14 1-Jan-14 1-Dec-13 1-Nov-13 1-Oct-13 1-Sep-13 1-Aug-13 1-Jul-13 1-Jun-13 1-May-13 1-Apr-13 i m u m e r P S D A o r p W i 0 6 0 5 0 4 0 3 0 2 0 1 75 Wipro Limited Other Information a. Table 17 Share Capital History History of IPO/Private Placement/Bonus issues/Stock Split/Allotment of Shares pursuant to Exercise of Stock Options, Mergers, etc. Type of Issue Year of Issue Bonus shares/ Stock split ratio Face Value of Shares (`) Shares Allotted No. of Shares Total Total Paid Up Capital (`) 1:3 1:1 1:1 1:1 10:1 1:1 1:1 1:1 2:1 5:1 1:1 2:1 Number 17,000 5,667 22,667 1,500 45,334 92,168 1,843,360 3,686,720 265,105 100/- 100/- 100/- 100/- 100/- 100/- 10/- 10/- 10/- 10/- Nominal Value 1,700,000 566,700 2,266,700 1,50,000 17,000 22,667 45,334 46,834 1,700,000 2,266,700 4,533,400 4,683,400 4,533,400 9,216,800 18,433,600 36,867,200 2,651,050 92,168 184,336 1,843,360 3,686,720 7,373,440 7,638,545 9,216,800 18,433,600 18,433,600 36,867,200 73,734,400 76,385,450 10/- 10/- 2/- $41.375 2/- 7,638,545 30,554,180 76,385,450 305,541,800 3,162,500 496,780 6,325,000 993,560 15,277,090 45,831,270 229,156,350 232,318,850 232,815,630 152,770,900 458,312,700 458,312,700 464,637,700 465,631,260 2/- 465,631,260 5,123,632 2/- 931,262,520 10,247,264 698,446,890 1396,893,780 703,570,522 1407,141,044 2/- 2,323,052` 4,646,104 705,893,574 1,411,787,148 1:1 2/- 705,893,574 13,967,119 2/- 1,411,787,148 1,411,787,148 2,823,574,296 27,934,238 1,425,754,267 2,851,508,534 1946 1971 1980 1985 1985 1987 1990 1990 1992 1995 1995 1997 1999 2000 On various dates (Upto the record date for issue of bonus shares in the year 2004) 2004 On various dates (Upto March 31, 2005) On various dates (Upto the record date for issue of bonus shares in the year 2005) 2005 On various dates (Upto March 31, 2006) IPO Bonus issue Bonus issue Issue of shares to Wipro Equity Reward Trust Bonus issue Bonus issue Stock split Bonus issue Bonus issue Issue of shares pursuant to merger of Wipro Infotech Limited and Wipro Systems Limited with the Company Bonus issue Bonus issue Stock split ADR Allotment of equity shares pursuant to exercise of stock options Bonus Allotment of equity shares pursuant to exercise of stock options Allotment of equity shares pursuant to exercise of stock options Bonus Allotment of equity shares pursuant to exercise of stock options 76 Annual Report 2013-14Type of Issue Year of Issue On various dates upto March 31, 2007 On various dates upto March 31, 2008 Bonus shares/ Stock split ratio Face Value of Shares (`) Shares Allotted No. of Shares Total Total Paid Up Capital (`) Number Nominal Value 2/- 33,245,383 66,490,766 1,458,999,650 2,917,999,300 2/- 2,453,670 4,907,340 1,461,453,320 2,922,906,640 March 26, 2009 2/- 968,803 1,937,606 1,462,422,123 2,924,844,246 On various dates upto March 31, 2009 On various dates upto March 31, 2010 2/- 2,558,623 5,117,426 1,464,980,746 2,929,961,492 2/- 3,230,443 6,460,886 1,468,211,189 2,936,422,378 Allotment of Equity Shares pursuant to exercise of Stock Options Allotment of Equity Shares pursuant to exercise of Stock Options Allotment of equity shares to shareholders of subsidiary companies arising from merger Allotment of Equity Shares pursuant to exercise of Stock Options Allotment of Equity Shares pursuant to exercise of Stock Options Bonus issue 2010 2:3 2/- 979,765,124 1,959,530,248 2,447,976,313 4,895,952,626 Allotment of Equity Shares pursuant to exercise of Stock Options Allotment of Equity Shares pursuant to Exercise of Stock Options Allotment of Equity Shares pursuant to Exercise of Stock Options Allotment of Equity Shares pursuant to Exercise of Stock Options On various dates upto March 31, 2011 On various dates upto March 31 2012 On various dates upto March 31 2013 On various dates upto March 31 2014 2/- 6,432,832 12,865,664 2,454,409,145 4,908,818,290 2/- 4,347,083 8,694,166 2,458,756,228 4,917,512,456 2/- 4,178,502 8,357,004 2,462,934,730 4,925,869,460 2/- 3,382,543 6,765,086 24,66,317,273 49,32,634,546 77 Wipro LimitedHistory of Bonus Issue and Stock Split Year 1971 1980 1985 1987 1990 1990 1992 1995 1997 1999 2004 2005 2010 Ratio 1:3 (Bonus) 1:1 (Bonus) 1:1 (Bonus) 1:1 (Bonus) 10:1 (stock split) 1:1 (Bonus) 1:1 (Bonus) 1:1 (Bonus) 2:1 (Bonus) 5:1 (stock split) 2:1 (Bonus) 1:1 (Bonus) 2:3 (Bonus) History of Dividend declared for the last sixteen years Financial Year 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 (Interim Dividend) 2006-07 (Final Dividend) 2007-08 (Interim Dividend) 2007-08 (Final Dividend) 2008-09 2009-10 2010-11(Interim Dividend) 2010-11 (Final Dividend) 2011-12(Interim Dividend) 2011-12(Final Dividend) 2012-13(Interim Dividend) 2012-13 (Final Dividend) 2013-14 (Interim Dividend) Dividend amount per share and rate (%) ` 1.50 Per Share (Face value ` 10) ` 0.30 Per Share (Face value ` 2) ` 0.50 Per Share (Face value ` 2) ` 1.00 Per Share (Face value ` 2) ` 1.00 Per Share (Face value ` 2) ` 29.00 Per Share (Face value ` 2) ` 5.00 Per Share (Face value ` 2) ` 5.00 Per Share (Face value ` 2) ` 5.00 Per Share (Face value ` 2) ` 1.00 Per Share (Face value ` 2) ` 2.00 Per Share (Face value ` 2) ` 4.00 Per Share (Face value ` 2) ` 4.00 Per Share (Face value ` 2) ` 6 Per Share (Face value ` 2) ` 2 per Share (Face Value ` 2) ` 4.00 Per Share (Face value ` 2) ` 2.00 Per Share (Face value ` 2) ` 4.00 Per Share (Face value ` 2) ` 2.00 Per Share (Face value ` 2) ` 5.00 Per Share (Face value ` 2) ` 3.00 Per Share (Face value ` 2) Percentage 15% 15% 25% 50% 50% 1450% 250% 250% 250% 50% 100% 200% 200% 300% 100% 200% 100% 200% 100% 250% 150% Table 18: Mergers and Demergers Since the mid - 1990s, Company’s growth has been both organic and through mergers and demergers. The table below gives the relevant data on such mergers/demergers from the year 1994 onwards. Merging Company Wipro Infotech Limited Wipro Systems Limited Wipro Computers Limited 78 Merger/Demerger Merger Merger Merger Appointed Date 1-Apr-94 1-Apr-94 1-Apr-99 Annual Report 2013-14Merging Company Wipro Net Limited Wipro BPO Solutions Limited Spectramind Limited, Bermuda Spectramind Limited, Mauritius Wipro Infrastructure Engineering Limited Wipro HealthCare IT Limited Quantech Global Services Limited MPACT Technology Services Private Limited mPower Software Services (India) Private Limited CMango India Private Limited Indian Branches of Wipro Networks Pte Limited and WMNETSERV Limited Wipro Yardley Consumer Care Private Limited Non IT Business of Wipro Limited to Wipro Enterprises Limited Wipro Energy IT Services India Private Ltd. and Wipro Technology Services Limited Merger/Demerger Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Demerger Merger Table No. 19: Locations or facilities (other than Corporate and Administrative Office) Appointed Date 1-Apr-01 1-Apr-05 1-Apr-05 1-Apr-05 1-Apr-07 1-Apr-07 1-Apr-07 1-Apr-07 1-Apr-07 1-Apr-07 1-Apr-09 1-Apr-10 1-Apr-12 1-Apr-13 Sl. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 25 26 27 28 29 30 31 32 Address 6th Floor, S B Towers, 88, M. G. Road 26, Sri Chamundi Complex, (M-2), Bommanahalli, Hosur Main Road No. 319/1, (Adea Building) Bomanahalli, Hosur Main Road, Electronics City Phase 1,2,3,4, Keonics Electronic City, Hosur Road Wipro SEZ, Doddathogur Village, Begur Hobli/ Electronic City, 3rd Floor, Ahmed Plaza, No.38/1&2, Bertenna Agrahara, Hosur Main Road Pritech Park SEZ, ECO Space, Outer Ring Road, Belandur Village Wirpo, SEZ, Doddakannelli Village, Varthur Hobli, Sarjapur Road, 146/147, Mettagalli Industrial Area, Mettagalli 111, (CDC-1) Mount Road, Guindy 105, (Sterling Building) Mount Road, Guindy 475A, Shollinganallur, Old Mahabalipuram Road (CDC-2) 475A, Shollinganallur, Old Mahabalipuram Road (WBPO) ELCOT SEZ, Sy. No. 602/3, Sholinganallur Village, Mahindra World City SEZ, Kanchepuram District Ascendas IT Park, Taramani Road, Infopark SEZ, Kusumagiri Po, Kakanad 1-8-448, Lakshmi Buildings, S. P. Road, Begumpet Survey Nos. 64, Serilingampali Mandal, Madhapur, Wipro SEZ, S. No. 203/1, Manikonda Jagir Village, Rajendranagar Mandal, RR District S. No .203/1, Manikonda Jagir Village, Rajendranagar Mandal, RR District Wipro SEZ, IT Park, Gopanapally, RR District Plot No. 2, MIDC, Rajeev Gandhi Infotech Park-1, Hinjewadi Wipro SEZ, Plot No.31, MIDC, Rajeev Gandhi Infotech Park-2, Hingewadi 2nd , 3rd, 4th Floor, Spectra Building, Hiranandani Garderns, Powai 3rd Floor CIDCO Building, Belapur Railwaystation Complex Hiranandani SEZ, Hiranandani Garderns, Powai Serene Properties Pvt, Ltd, SEZ, Mindspace, Airoli SEZ, Plot No. 1, 7, 8 & 9, Block-DM, Sector-V, Saltlake, Block-CN 1- V, Sector-V, Saltlake, Plot No. 2 (P), IDCO Info City, Industrial Estate Chandaka, City/Country Bangalore 560 001, India Bangalore 560 068, India Bangalore 560 068, India Bangalore 560 100, India Bangalore 560 100, India Bangalore 560 100, India Bangalore 560 034, India Bangalore 560 035, India Mysore 570 016, India Chennai 600 032, India Chennai 600 032, India Chennai 600 019, India Chennai 600 019, India Chennai 600 119, India Chennai 603 002, India Chennai 600 113, India Kochi 682 030, India Hyderabad 500 003, India Hyderabad 500 033, India Hyderabad 500 019, India Hyderabad 500 020, India Hyderabad 500 032, India Pune 411 027, India Pune 411 027, India Mumbai 400 076, India Navi Mumbai 400 614, India Mumbai 400 076, India Mumbai 400 708, India Kolkata 700 091, India Kolkata 700 091, India Bhubaneswar 751 022, India 79 Wipro LimitedAddress City/Country New Delhi 100 020, India New Delhi 100 020, India Greater Noida, India Haryana-122 015, India Philippines Japan Mexico Mexico Mexico Mexico Chile Philippines Philippines China China China 237, 238 and 239 Okhla Industrial Estate, Phase-III (WBPO) Omaxe Squire, Plot 13, Jasola Wipro SEZ, Plot No. 2, 3 & 4 Knowledge Park, Greater Noida, UP No. 480-481, Udyog Vihar, Phase-III, Gurgoan Lot-7, Block-2, Corner Arch Bishop Reyes Street and Mindanao St.CEBU Business Park, CEBU IT Tower 18th Floor Philamlife Tower, 8767 Paseo de Roxas, Makati City, Metro Manila 1226 18th Floor Philamlife Tower, 8767 Paseo de Roxas, Makati City, Metro Manila 1226 Philippines D2 Tainfu Software Park, Tainfu Avenue, 765, Hi-Tech Zone, Chengdu F3, bldg 9, Zhangjiang Micro-electronice Port, Shanghai Unit 50, Level 7, TaiKoo Hui, Tower 1, 385 Tianhe Road, Tianhe District, Guangzhou 510620, China Yokohama Landmark Tower 9F and 6F # 911A, Minato-Mirai, Nishi-ku, Yokohama, Kanagawa 427 E. Garza Sada Avenue Local 38-27. Col. Altavista Monterrey, NL, México | C.P. 64840 Regus Puetra de Hlerro Av. Real Acuedcto # 360-A 1st floor, Col.Real Acueducto CP 45116, Zapopan, Jalisco, Mexico Av. Santa Fe 495 piso 4 Col. Cruz Manca CP 05349 Ejercito Nacional No. 505 Piso 11 |Col. Granada, C.P. 11520. D.F. Regus Isidora Avda. Isidora Goyenechea 3000 Piso 24 Las Condes Santiago, Chile Regus Columbia, Ltda Avenida Chile Carrera 7 No 71 - 21 Torre B, Piso 13 Bogota, Columbia Columbia 35 New Broad street , London, ECM2 Level 2, 3 Sheldon Square, London W2 6PS G6, S2/S3 Columbia House, Columbia Drive, Worthing BN13 3HD S10, S11, S12B, Columbia House, Columbia Drive, Worthing BN13 3HD Unit 12, Charter Point, Ashby Business Park, Ashby-de-la-Zouch Leicestershire LE65 1JF Kingswood House, 80 Richardshaw Lane, Pudsey , Leeds LS28 6BN Hemel One, First Floor, Building 1, Boundary Way, Hemel Hempstead, U.K. (England) Campus 1, Bridge of Don, Balgownie Road, Aberdeen, U.K. (Scotland) 5 Redwood Place, Peel Park Business Centre, Ground Floor West Wing, East Kilbride, U.K. (Scotland) Regus, CBX 11, West Wing, 382-390 Midsummer Boulevard, Milton Keynes MK9 2RG Regus, 1200 Century Way, Thorpe Business Park, Leeds LS15 8ZA The Business Centre, The Deep, Sammy's Point, Hull, U.K. (England) Riem Arkadin, Willy-Brandt-Allee 4, 81829 München Hopfenster, 1D, 24114, Kiel “BüroHaus auf dem hagen_campus, Richmodstr. 6“BüroHaus auf dem hagen_campus, Gottfried-Hagen-Str. 44, 51105 Köln, Germany Germany Thurn-und-Taxis Str 12, 90411 Nurnberg Germany PartnerPort, Altrottstrasse 31, Walldorf, Germany Germany 4 GmbH, Konrad-Zuse-Platz 1, 71034 Böblingen Portugal Rua Engº Frederico Ulrich, 2650, Edifício WIPRO, 4470-605 Moreira, Maia, Portugal 16th Floor, (Millennium Plaza), Al. Jerozolimskie 123a Warsaw 02-017 Poland Regus, Toulouse Blagna Airpor, 7 Avenue Didier Daurat BP 30044 31702 BLGNAC Cedex, France France France 2, Rue Marie Berhaut Immeuble Cap Nord A 35000 RENNES France Part Dieu 5, Place Charles Beraudier, 69428 Lyon Cedex 03 France Tour Prisma 4-6, Avenue d'Alsace D+21 Courbevoie Italy Pick Centre S.R.L, Via Attilio, Regolo 19, Rome, Italy Netherlands Polarisavenue 57 2132 JH Hoofddorp Netherlands Wassenaarsweg 22, 2596 CH Den Haag, The Netherlands Netherlands High Tech Campus 1 5656 AE Eindhoven - The Netherlands Austria Millennium Park 6, A-6890 Lustenau, Austria UK UK UK Germany Germany Germany UK UK UK UK UK UK UK UK UK Sl. No. 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 80 Annual Report 2013-14Address Sl. No. 79 80 81 82 83 84 85 86 87 88 Regus, Twin Towers, Wienerbergstrasse 11, Vienna 1100 Wipro Limited Infopark – Building D. 5.6. 1117 Budapest Gábor Dénes utca 2 Frykdalsbacken 12-14, Stockholm, Sweden Regus, Helsinki Mannerheimintie 12B, Helsinki FIN-00100 c/o Nokia Siemens Networks Linnoitustie 6, B-building, 4th floor, 02600 Espoo. Finland c/o Nokia Siemens Networks, Partner Campus Area, Ground Floor, Building B, Kaapelitie 4 (Rusko I) 90620 Oulu 1st Floor, Building B Hatanpään Valtatie 30 33100 Tampere Veritas, 4060, Kiinteisto Oy Turun Antintalo, Eerikinkatu 15, 20100, Turku Regus, 26, Boulevard Royal, 2449 Luxembourg Regus, Ayazaga Mahallesi, Maydan Sokak No 1, Beybi Giz Plaza, Kat 26 & 27 Maslak, Istanbul 34396 Martin Linges Vei 25, No. 1364, Snaroya, Norway 89 7, Azattyk Ave., Atyrau city, Kazakhstan 90 7, Azattyk Ave., Atyrau city, Kazakhstan (2 Cabins 212 & 213) 91 plug and work AG, Hotelstrasse, Postfach 311, CH-8058 Zürich Airport 92 201 Millers St., North Sydney NSW 93 Level 1, 493 St Kilda Raod, Melbourne Vic 3004 94 Level 4, 80 George Street, Parramatta, NSW 95 Level 4, 80 Dorcas Street, Melbourne, Vic 96 19 Genfell Street, Adelaide SA 97 Unit 1 & 2, 7 Sky Close, Taylors Beach NSW 2316 98 Level 1, The Realm 18 National Circuit, Barton Canberra, ACT 2600 99 Regus -22/69 Ann St, Brisbane QLD 4000 100 101 Level 29, 221 George Terrace, WA - 6000 102 GB Building, 143 Cecil Street, Singapore 069542 103 104 105 106 107 #02-08/09/10, 1 Changi Buiness Park, Crescent, Singapore 486025 #02-02, #02-03,1 Changi Buiness Park, Crescent, Singapore 486025 51 Changi Business Park Central 2, #09-03, The Signature, Singapore 486066 3 Tampines Central 1 , #02-01/02/05, #03-01/04/05, Abacus Plaza, Singapore 529540 Suite G08-09, 2300 Century Square, Jalan Usahawan, Cyber 6, 63000 Cyberjaya, Selangor Darul Ehsan 16th Floor, Jalan Steson Sentral 5 KL Sentral Kuala Lampur 50470 Level 27, 1 South Sathorn Rd, Tungmahamek, Sathorn, Bangkok 10120 Regus Jakarta Menara Standard Chart€red 30/F Menara Standard Chartered Jl. Prof. Dr. Satrio Kav 164 Jakarta. 12930. Indonesia Regus Seoul World Trade Centre; 30th Floor, Trade Tower, 159-1 Samsung-dong, Gangnam- gu, Seoul 135-729 Korea. Level 16, Far Eastern Plaza, No. 207, Section 2, Dun Hua South Road, Taipei 106, Taiwan 108 109 110 111 112 113 My Yangon Office No. 42A, Pantra Street, Dagon Township,Yangon, Myanmar 114 115 116 117 118 119 120 121 122 123 124 3300 East Birch Street Brea, CA 92821-6254 11800 Ridge Parkway, Suite 200 Broomfield, CO 80021 905 Weathered Rock Road Jefferson City, MO 65101-1806 728 Heisinger Jefferson City, MO 65109 728 Heisinger, Suite G Jefferson City, MO 65101 2 Christie Heights Street Leonia, NJ 07605 6620 Bay Circle Drive Norcross, GA 30071-1210 11707 Miracle Hills Drive Omaha, NE 68154 2411 West Rose Garden Lane Suite 300 Phoenix, AZ 85027 2005 E. Technology Circle Tempe, AZ 85284 6320 Canoga Ave., Suite 600 Woodland Hills, CA 93167 City/Country Austria Hungary Sweden Finland Finland Finland Finland Finland Luxembourg Turkey Norway Kazakhstan Kazakhstan Zürich Australia Australia Australia Australia Australia Australia Australia Australia Australia Singapore Singapore Singapore Singapore Singapore Malaysia Malaysia Thailand Indonesia South Korea Taiwan Myanmar USA USA USA USA USA USA USA USA USA USA USA 81 Wipro LimitedAddress 100 Tri State International, Ste 300A, Lincolnshire Il 60069 500 West Cypress Creek, Ste 570, Fort Lauderdale FL 33309 815 Western Avenue, Ste 300, Seattle WA 98104 5200 Belfort Road, Ste 250, Jacksonville FL 32256 140 Riverside Court Kings Mountain, NC 28086 2700 Gambell Street, Suite 310, Anchorage, AK 99503 3535 Piedmont Road NE, Building 4 and 14, Suites 1400/1550, Atlanta, GA 30305 3575 Piedmont Road NE, Building 15, Suite 600, Atlanta, GA 30305 3565 Piedmont Road NE, Building 4 Suite 500, WT, Atlanta, GA 30305 3565 Piedmont Road NE, Building 4 Suite 400, WBPO, Atlanta, GA 30305 711 SE J Street, Suite 11, Bentonville, AR 72712 75 Federal Street, 14th Floor, Boston, MA 02110 15455 Dallas Parkway, Suite 1450, Addison, TX 75001 129 East Crawford St., Findlay, OH 45840 1080 Eldridge Parkway, Suite 1400, Houston, TX 77077 18001 Old Cutler Road, Suite 651, Palmetto Bay, FL 33157 5201 Blue Lagoon Drive, Pent House Suite 973, Miami FL 33126 South Point Tower, 1650 West 82nd Street, Suite 725, Bloomington, MN 55431 425 National Avenue, Suite 200, Mountain View, CA 94043 810 Crescent Centre Drive, Suite 400, Franklin, TN 37067 Launch Pad - 643 Magazine St, Ste 102 New Orleans, LA, 70130 2 Tower Center Boulevard, Suite 2200, East Brunswick, NJ 08816 1114 Avenue of the Americas, Suite 3030, New York, NY 10110 5020 148th Ave NE Ste 100 Redmond, WA 98052 Sl. No. 125 126 N56W24879 N Corporate Circle, Sussex WI 53089 127 128 129 130 131 132 133 134 135 136 137 138 One Lincoln Center, 18W 140 Butterfield Road, Suite 395, Oakbrook Terrace, IL 60181-4835 139 140 141 142 143 144 145 146 147 148 149 150 151 Governor Executive Center II, 6256 Greenwich Drive, Suite 425, San Diego, CA 92122 152 153 154 155 156 157 Wipro Limited, Office # 6D, TRV Plaza, 58 Muthithi Road, Westlands, Nairobi, Kenya 158 159 160 Office # 215-220, Building 11, Dubai Internet City, PO Box 500119, UAE 161 Office # 422, Building 4WA, Dubai Airport Freezone Authority, PO Box 54609, Dubai, UAE 162 Office # 3008, 30th floor, Concord Towers Dubai, UAE 163 Office # 06-11, Sharjah Airport International Freezone, PO Box 120462, Sharjah, UAE 164 Office # 16-19, Sharjah Airport International Freezone, PO Box 120462, Sharjah, UAE 165 Warehouse P6-75, Sharjah Airport International Freezone, PO Box 120462, Sharjah, UAE 166 Office No. 214, Buiness vaenue towers, Salam Street, Abudhabi 167 Office #2806, 28th floor, Palm Tower-B, West bay, Doha-Qatar, P. O. Box 32145. 168 Office # 28, KOM 4 Ground Floor, Knowledge Oasis Muscat, Sultanate of Oman 169 170 171 Dar AlRiyadh bilding (Grnd + 2nd Floor) 172 173 174 Orchid business center - Alseef 411, 108th Avenue, NE, 19th Floor Bellevue, WA 98004 100-120 Madison Street, 12th Floor, Syracuse, NY 13202 888 W. Big Beaver Road, Suite 1290 , Troy, MI 48084 601 13th Street 11th Floor South Washington, DC 20004 10th Floor, The Forum, 2 Maude Street, Sandton, Johannesburg 7th Floor, Course View Towers, Plot 21, Yusuf Lule Road, Nakasero, Kampala, Uganda 7th Floor, Mulliner Towers, 39 Alfred Rewane Road, (Kingsway Road), Ikoyi Lagos Riyadh - AlOlayia Foad Plaza Bldg, Palestine Street, Al Jarir Office - 209 Al Tmimme building City/Country USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA South Africa Kenya Uganda Nigeria UAE UAE UAE UAE UAE UAE UAE Qatar Oman Saudi Arabia Saudi Arabia Saudi Arabia Saudi Arabia Saudi Arabia Bahrain 82 Annual Report 2013-14City/Country Address Sl. No. 175 176 177 178 179 180 181 Dusseldorferstr 71B, 40667 Meerbusch, Germany 182 Brantford , 1 Market Square, Suite 207, N3T 6C8 Brantford, ON, Canada TRUST CENTER Splaiul Independentei, nr 319C, sector 6, Bucharest, Romania. Tel +40 21 311 8110 Romania Romania City Business Centre Building C, 10 Corolian Brediceanu, Timisoara, Romania, EU Poland Arkonska Business Park, ul. Arkońska 6/A2, 2 Floor, 80-387 Gdansk, Poland Ireland 3rd Floor, Dromore House, East Park, Shannon Free zone, Shannon Mexico Lot 4 of Av. Ciencia No. 15, Fraccionamiento Industrial, Cuautitlán Izcalli, Mexico Germany UK Canada 3rd Floor, 2nd Floor, Lower Ground Floor, Ground Floor, Kings Court, First Floor 185 Kings Road, Reading, Berks RG1 4EX 5090 Explorer Drive, Suite 800, Mississagua, ON L4W 4T9 Sun Life Plaza West Tower 144-4 Avenue SW, Sutie 1600 Calgary, T2P 3N4 Carlos Pellegrini, 581 (Piso 7) 1009 Capital Federal, Buenos Aires – Argentina João Marchesini street, No. 139 - 5th and 6th floor Post Code: 80215-432 Curitiba/Parana - Brazil Brazil Brazil Av. Maria Coelho Aguiar, 215 – Bloco B – 6º. Andar – Jd. São Luis – São Paulo – SP Zip code.: 05804-900 183 184 185 186 187 Canada Canada Argentina CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE Corporate Identity No.L32102KA1945PLC020800 Nominal Capital : ` 610 Crores To the Members of Wipro Limited We have examined all the relevant records of Wipro Limited for the purpose of certifying compliance of the conditions of the Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchanges for the financial year ended March 31, 2014. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of certification. The compliance of conditions of corporate governance is the responsibility of the Management. Our examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with; a) b) Clause 2 relating to Remuneration Committee all the mandatory conditions of Corporate Governance as stipulated in the said Listing Agreement. The following non-mandatory requirements as per Annexure 1D of Corporate Governance requirement- (i) (ii) Clause 3 relating to Shareholders Rights (iii) Clause 4 eelating to Audit Qualifications (iv) Clause 5 relating to Training of Board Members (v) Clause 6 relating to Mechanism for evaluation: Independent Board Members (vi) Clause 7 relating to Whistle Blower Policy Bangalore, June 25, 2014 For V. Sreedharan & Associates Company Secretaries Sd/- V. Sreedharan Partner F.C.S.2347; C.P. No. 833 83 Wipro Limited BUSINESS RESPONSIBILITY REPORT Introductory Context This section provides an overview of Wipro’s sustainability program for the year 2013-14. This is the third year that we are including a Business Responsibility Report (BRR) as part of our Annual Financial Report. The report is a summary of our sustainability program and must be read in conjunction with our more detailed sustainability report which is published separately every year. Our Sustainability reporting is based on the GRI 3.1 framework and have been prepared to meet application level “A” based on a rigorous external assessment for the last six years. In preparing this overview, while drawing from our GRI reporting experience, we have largely aligned it with the ‘National Voluntary Guidelines (NVGs) on the Social, Environmental and Economic responsibilities of Business” released by the Ministry of Corporate Affairs in 2011. As per SEBI requirements, as on March 31 2012, the top 100 listed companies based on market capitalization at BSE and NSE need to include Business Responsibility reports as part of their Annual Reports. Sections A to D of the SEBI suggested reporting framework will be available online at http://www.wipro.com/investors/annual-reports.aspx. This section broadly covers section E of the framework. i. For details of the NVGs, please refer http://www.iica.in/ images/MCA_NVG_BOOKLET.pdf ii. Our Sustainability Reports can be viewed and downloaded at www.wipro.com/about-wipro/sustainability/sustainability- disclosures.aspx Materiality and Scope: The scope of this report covers all of Wipro Ltd’s business - unless mentioned otherwise - and is for the financial year 2013-14 . The content for this section is driven by the twin pillars of Stakeholder Inclusiveness and Materiality Determination i.e. ‘Who are our stakeholders’ and ‘What issues are material to them’ The stakeholders, identification of nineteen material aspects and their relative position in terms of relevance to Wipro and stakeholders is available at http://wiprosustainabilityreport. com/materiality-determination. 84 The principal sustainability topics covered in this report are structured as shown in the table below ; for clarity of understanding, the corresponding NVG principle against each topic is mentioned. Sustainability Dimension Sustainability Dimension NVG Principle(s) Stakeholder Engagement Corporate Governance Human Capital – People Engagement at Wipro Ecological Sustainability Value Chain Sustainability Education and Community Advocacy and Outreach 4 1 3, 5 and 4 6 2 and 9 8 7 Stakeholder Engagement Management Approach: Our eight sustainability stakeholders are: Customers, Investors, Employees, Suppliers, Government, Education Partners, Community Partners and Future Generations. What follows is a brief contextual explanation for each stakeholder. At Wipro, we have always viewed our Customers, Employees and Investors as strategic partners and stakeholders. Over the last decade, our programs in education and community care have brought us in close engagement with two new stakeholders – Partners in the Education Ecosystem and Proximate Communities. While the IT services industry model does not necessitate a deep supply chain, the rapid expansion of this sector in the last two decades has resulted in a variety of ancillary services e.g. bus transport, housekeeping, canteen, security. Services Suppliers and Contractors have thus become critical stakeholders for our operations. Annual Report 2013-14 Wipro engages closely with Government on policy advocacy, both through industry networks as well as directly. The principal areas of engagement relate to energy, water, e-waste, education policy and the recent CSR rules under the Companies Act 2013. We think that the future must inform our thinking and actions on sustainability more than anything else, as otherwise our vision will stop short of being truly sustainable; therefore, our eight stakeholder is Future Generations. While this stakeholder group may not have a tangible and real face to it, we try to use them as an anchoring guide for our thinking and actions. The summary representation of our eight stakeholders, the modes and frequency of our engagement with them and the major issues of engagement that have emerged over a period of time are available at http://wiprosustainabilityreport. com/summary-stakeholder-engagement of the 2012-13 Sustainability Report for IT business. Corporate Governance An organization’s economic and social license to operate depends on the soundness of its governance and management practices. The visual below showing the organizational architecture of Wipro illustrates this point – most of the boxes reflect a long- term orientation that a company needs to assiduously build and ingrain into its DNA. Governance and Management Architecture at Wipro Strategic planning Operational Planning Regular reviews by Board and CEC PEOPLE Continuous learning Empowered workplace Leadership development Diversity & Inclusivity POLICIES People Environment Health, Safety Information Security Procurement PROCESSES Talent Supply Chain Global Delivery Model Wividus Backoffice Continuous Internal Audit Governance • Enterprise Risk Management • COBC • Ombuds-process • Board governance • Internal Audits Practices • Innovation • Quality • Customer Advocacy • Global Transformation • Knowledge Management • Business Process Management Sustainability • Resource And Cost Efficiency • Ecological footprint reduction • Education and Community • Transparent disclo- sures Sustainability Governance The centrality of Sustainability to Wipro’s vision and outlook is reflected in the commitment and engagement with sustainability issues by Wipro’s leadership team, starting with our Chairman. The Chief Sustainability Officer (CSO) who carries overarching responsibility for our sustainability charter reports to the Chairman and is part of the Corporate Executive Council, the senior most executive body in the organization. The strength of our sustainability governance is also derived from the fact that multiple functions see themselves as key stakeholders in its success; among these, the Global Operations team, the People Function, the Investor Relations team and the Legal team play a major role in several of the programs. The sustainability program is reviewed on a quarterly basis by the Chairman and the Corporate Executive Council. For other details on Corporate Governance – including the governance structure, mechanisms, composition of board, board sub-committees, etc - please refer to the Corporate Governance section of this Annual Report Code of Business Conduct Wipro has a corporation wide Code of Business Conduct (COBC) that provides the broad direction as well as specific guidelines for all business transactions. The emphasis is on human rights, prevention of fraudulent and corrupt practices, freedom of association, elimination of child and forced labor, advertisement and media policy, avoidance of conflict of interest, prevention of sexual harassment and unyielding integrity at all times. The COBC is applicable to all business practices and employees, contractor employees and consultants. An updated COBC was launched in 13-14, with emphasis on readability and key tenets being made accessible through a Q&A format. The updated code can be accessed at http://www.wipro.com/Documents/investors/ pdf-files/code-of-business-conduct.pdf. The COBC is socialized at multiple points of an employee’s lifecycle - it is first covered as part of the induction program of new hires and subsequently, every employee has to take an online test annually to assert his familiarity with the tenets of the COBCE. We have a zero tolerance policy for non compliance with the non-negotiable aspects of COBC e.g. child labor, anti-corruption etc. The Ombuds-process Having a robust whistleblower policy that employees and other stakeholders can use without fear or apprehension is a sine non qua for a transparent and ethical company. Wipro’s Ombuds- process is designed to be this and more. It allows and encourages any affected stakeholder to report breaches of the COBC and any other matter of integrity to the concerned Ombuds-person. In conjunction with the Prevention of Sexual Harassment policy, the Ombudsprocess provides a strong framework of assurance and protection to women employees. In Wipro, our General Counsel is also the Chief Ombuds-person who works with designated Ombuds-persons in each 85 Wipro LimitedBusiness Unit. The process ensures confidential and anonymous submissions regarding (i) questionable accounting or auditing matters, the conduct of which results in a violation of law by Wipro (ii) substantial mismanagement of company resources (iii) Any instance of sexual harassment or any other form of discrimination (iv) Any violation of human rights as articulated in the COBC and as per the principles of the U.N.Global Compact. In 2011-12, the Ombuds portal was upgraded with a 24/7 multi- lingual hotline facility for ease of access in logging concerns as well as access via web at www.wipro.com. In 2013-14, a total of 787complaints were received via the Ombudsprocess and the action taken cases as of March 2014 was 95%. Based on self disclosure data, 68% of these were from employees and the balance were mainly anonymous and from other stakeholders like vendors and customers. Human Capital – People Engagement at Wipro Management Approach: In the past year, our people function effort has been shaped by a context of change, organizational design adjustments and a greater need for agile talent management. Our talent management effort has focused on building deeper skill in specific capability areas as well as more robust, integrated processes for greater effectiveness. We have concentrated efforts on specific, high-impact areas that are more critical to strategy and results, such as managerial effectiveness. Our efforts have helped us enrich the talent life-cycle. One key reason for this is our values-based culture; the Spirit of Wipro values weave the thread that ties all Wiproites together and also shapes leadership behavior. We seek employee feedback on the Spirit of Wipro values in our Employee Perception Survey as well as in our Wipro Leaders’ Qualities 360-degree leadership competency feedback process. Over a period of time, we have realized the need to articulate specific behaviors aligned with our values that will unite us as Wiproites, and help us stand differentiated in the market place. During 2013-14, we introduced a set of Tenets that are easy to incorporate in day to day decision making and operations. Tenets bring out the behavioral essence of how a Wiproite committed to win in the market place in the right way, can approach customers, peers, team members. Tenets stem from our aspiration to focus on a global mind set and apply innovation at work through speed, simplicity and excellence. The Tenets were introduced by the CEO and his leadership team via the companywide blogs that are run and read by all Wiproites. The tenets have also been incorporated in our Wipro Leaders’ Qualities feedback process that covers nearly 86 20,000 leaders in across middle to top management levels. Advocacy around the tenets takes place by the CEO during the quarterly Wipro Meets engagement platform, as well as through well-structured workshops that have been rolled out. The intent is for all employees to participate in these workshops over the next year or two. Across countries and business units, it is our endeavor to align our policies and actions around talent management, wellbeing and Diversity and Inclusion with globally accepted standards and country specific law. Our people practices are shaped by the Spirit of Wipro values, Code of Business Conduct and Ethics, as well as principles of the U.N. Global Compact, U.N. Universal Declaration of Human Rights and International Labour Organization. In addition, our India policies are aligned with the National Voluntary Guidelines. All employees are entrusted and empowered to highlight concerns and grievances via the Ombuds process and Prevention of Sexual Harassment Committee. Custodians and representatives of these processes also create awareness and insight through mailers, posters and other modes of communication. Wiproites around the world Wipro’s employee strength, as on March 31, 2014 was 133,425 which comprises 31% women employees. Our global workforce across 59 countries comprises employees from 101 nationalities. At overseas locations (outside India), 40% of the workforce is comprised of local nationals. Our workforce strength including permanent and non-core workforce was over 159,000. Permanent employee attrition for 2013-14 closed at 15.4% Permanent Employee Strength - Wipro Ltd. Distribution by entity Male Female Total Wipro Technologies Wipro Infotech Wipro BPO Wipro Eco Energy 60047 28103 13275 2686 18861 10113 271 69 88150 15961 28974 340 Total 92454 40971 133425 Employee Engagement and Empowerment Effective engagement fosters a culture that is participative; this helps bring employees and leaders closer together on an open platform and also reinforces a culture of transparency and ownership. During 2013-14, our engagement programs were more strongly positioned in alignment with our overall people strategic drivers. Apart from company and business level engagement platforms such as ‘Wipro Meets’ and All Hands Meets, HR practitioners and business leaders also drove customized team and individual engagement initiatives targeted at specific stakeholder groups, to create higher impact. Annual Report 2013-14 Engagement targets are important performance criteria for our HR practitioners and achievement on these is monitored and reviewed regularly. Awareness and education on relevant and critical aspects of human rights is a key component of our engagement effort. This includes training and certification on our Code of Business Conduct (COBC), Diversity and Inclusion, and Prevention of Sexual Harassment. These training courses are global in design and reach, and available to all employees via an online e-learning platform. They cover all critical aspects of ethical conduct, sensitivity and workplace behavior. Certification on COBC and Diversity and Inclusion is mandatory for all employees, and completion levels are at 96% and close to 54,000 employees, respectively. Employee Advocacy Group (EAG) The Employee Advocacy Group (EAG) is a 120+ member representative group managed by Wiproites to voice employee suggestions. EAG Members are selected amongst employees with the objective to hear out employee ideas and recommendations to improve company policies and processes. The EAG was formed in Sep 2011 with the twin objectives of - channelizing feedback on existing policies and practices, and also reviewing new policies before launch, wherever feasible. Since inception, the EAG has received about 5095 suggestions. During 2013- 14, 1963 suggestions were received from employees. Themes relating to HR and people processes, recruitment and training account for approximately 50% of the total suggestions received. Suggestions are screened by the EAG team and then by functional SPOCs. The EAG then discusses shortlisted suggestions with Function Heads, and implements them in collaboration with functions. The team has also led specific improvement projects such as a revamp of the performance management system and leave policy. W H A T I S E A G ? • 120+ member representative group • Voice your ideas regarding improvements in processes and company policies • Suggest and change for the better • Suggestions and solutions by fellow Wiproites Connect with EAG on myWipro > My Forum > Employee Advocacy Group *Information Systems, Infrastructure Management Group, Information Risk Management and Policy Compliance **Business Operations, Workforce Management Group and Overseas Operations Cell Employee Advocacy Group – Status of Suggestions Suggestion Status No of Suggestions % Distribution Under consideration by EAG Closed via Clarification Work-In-Progress Implemented Total 341 1447 130 45 1963 17.37% 73.71% 6.62% 2.29% 100.00% During 2013-14, the EAG selection process invited employees to volunteer to join the EAG team, which was well-received. This spirit of volunteerism is also evident in employee participation in various Wipro Cares initiatives. Employee Perception Survey (EPS) Employee Perception Survey is a key source through which we judge the engagement and satisfaction levels of our employees. Conducted once in every 2 years, its findings have always been tracked with a keen eye and the identified room for improvement is taken up for action in earnest. Overall participation for IT business was at 65%, an increase of 5% over EPS 2011. While the overall engagement score registered a dip over the 2012 EPS Pulse (mini-survey), almost all individual levers of satisfaction showed an improvement. Diversity, Team, Wipro Values and Customer Focus continue to be the top strength areas, while Work Life Balance, Training & Development, Role/Job and Senior Executive have emerged as top areas of improvement. Parameters that were identified as improvement areas in EPS Pulse 2012, such as manager capability and internal business process, showed the most improvement. As next steps the action planning at organization and business unit level is currently underway with the leadership and functional teams. Employee Advocacy Group – Suggestions – Function wise Wipro BPO Engagement Index Functions EAG Distribution HR, Recruitment, Training, Wividus Facilities & Security Information Systems & related functions* Business Operations & related functions** Finance, Marketing, Quality Total 50.43% 23.89% 10.49% 11.41% 3.77% 100.00% Wipro BPO launched the Engagement Index (EI) in 2010, to enhance engagement effectiveness for first level and mid-level people managers from business across operations. Managers own engagement targets for engagement and retention of talent, reward and recognition and fun-at-work; performance data is tracked and translated into an EI score for each manager. Over the years, EI has been internalized as an integral responsibility of people managers and is linked to their variable pay as well. Engagement Index achievement levels for 2013-14 closed at over 90%, consistent with 2012-13 levels. 87 Wipro Limited Launch of WBPO’s Integrated Employee Support Centre (IESC) In order to reinforce our strong commitment for quicker query resolution and enhanced employee care, WBPO introduced the Integrated Employee Support Centre (IESC) in 2013. The IESC is a 24x7 helpline which is a one stop solution for employee queries and clarifications on HR, Payroll and Transport services. Since inception, 68% of queries have been resolved during the first call to the center. IESC manages approximately 6000+ transport queries and 300+ HR and Payroll queries on a daily basis. Reward and Recognition The ‘Winners Circle’ is a rewards program for recognizing and encouraging excellent performance. The program enables managers to easily announce incentives and prizes, in the form of ‘reward points’. Winning employees have a wide array of prizes to choose from. The ‘Best People Manager Award’ is one of the most coveted awards in the organization. These awards recognize managers who have engage, motivate and retain their teams via best practices. Every year, winners of this award are felicitated by the Chairman, IT businesses CEO, Business and Functional heads. personal lives. This sense of inclusion has fostered greater flexibility and innovation and given us a competitive edge. This is reflected in our Employee Perception Survey scores, in which Diversity features as one of the top 5 levers that impacts engagement. Diversity awareness is now a mandatory e-learning module and also a key component of new employee assimilation. Our Diversity and Inclusion program is multi-dimensional and comprises four pillars – Gender, Persons with Disabilities, Nationalities and Socio-Economic background. ‘Women of Wipro’ (WoW) - Wipro’s Gender Equity program ‘Women of Wipro’ has spearheaded several programs to enhance capability building, capacity building and retention of talented women employees at Wipro. Women of Wipro Themes and Actions: WoW follows a customized approach aligned with the different life-stages of women professionals. The program is geared to enhance balance, growth and support. The themes of Exposure, Flexibility and Empowerment address the specific needs and complexities of each life stage, and improve effectiveness around Career Development, Talent pipelines, Engagement, Innovation and Manager Effectiveness. Freedom of Association Key Highlights of 2013-14: At Wipro, we respect employees’ right to form or participate in trade unions. A small percentage of the global workforce is part of registered trade unions and work councils. A section of employees in Germany, Finland, Sweden, France, Austria, Romania, and Australia are part of these bodies. The HR function meets these groups every month to consult on any changes that can impact work environment and terms and conditions. Responsible People Supply Chain - Contract Employee Engagement At Wipro our people supply chain is a key enabler for running critical business and functional processes. Skilled contract employees form an integral part of our projects across the IT business. Additionally, we have non skilled contract workforce in functions such as Security, Housekeeping and other support functions. Supplier contracts carry clear expectations related to human rights aspects, aligned with our Supplier Code of Conduct. The Partner Employee Engagement in our Global Infrastructure Service business completed its fourth year, with continued focus on building an engaged and motivated contract workforce. Diversity and Inclusion – The Paradigm Shift At Wipro, we are committed to being an equal opportunity employer. Our Diversity & Inclusion program was formally established over five years ago and is today seen as a key cultural driver. It seeks to create a supportive and understanding environment that enables our employees to deliver their best at work and strike a balance between their professional and • The percentage of women employees crossed the 30% mark. At the inception of the program, women comprised 23% of the workforce. This now stands at 31%. • Women of Wipro Speaker Sessions crossed the 20-sessions threshold. Speaker sessions are powerful interactive events that connect Wipro employees with women holding top management positions in global organizations, in a highly interactive format. • The third batch of the Women in Leadership Mentoring program was initiated. The mentoring program brings together high-potential women employees with mentors from senior and top management. Around 200 high-potential women have participated in the first two batches. The program has received excellent feedback and various industry accolades. • An in-house research survey was commissioned to identify current Gender Equity perspectives and focus areas, to give renewed shape to our gender equity effort. Over 1500 women employees participated in the survey. The research findings were supplemented by ‘vital signs’ analysis on gender ratios across key performance metrics, to identify key actions for the current year. International Women’s Day Celebrations 2014: Theme of • Celebrating Learning through Partnerships. Persons with Disabilities (PwD) Program The Persons with Disabilities completed 5 years in 2013-14. Our Persons with Disability framework focuses on 6 key themes of 88 Annual Report 2013-14Policy, Accessible Infrastructure, Accessible Information Systems, Recruitment, Training and Awareness. launched at our Mysore facility. The team is currently working towards a Wipro wide launch of the same. The year 2013-14 saw significant focus on recruitment with 40 people hired across various Wipro entities and Wipro Limited Business Unit. As of March 31st, 2014 the PwD count was 455. In addition, 15 campus offers were extended as part of the FY 14-15 hiring process. Over 87 of our intranet applications and Wipro.com website are now accessible, complying with WCAG2.0 guidelines. This effort is supported by a specially trained team of engineers and Subject Matter Experts. Accessible infrastructure at our campuses includes hand rails, ramps, lifts, designated parking spaces and customized workstations. Technology assistance is available in the form of modified laptops, voice activated programs and other assistive applications. For those working in shifts outside of regular working hours, cab services with escort are made available. Persons with disability voluntarily declare their disability through a Self-Identification Form ensuring complete transparency. Key Highlights of 2013-14: • Sign language interpretation was introduced for all key employee communication and Wipro Webcasts. • Wipro Kinesics, a sign language learning portal was • Launching D&I classroom training for campus hires: 47 campus hires attended training sensitivity building on D&I and on creating accessible software. • Wipro conducted the digital accessibility web chat for the IT-BPM industry under the aegis of NASSCOM. • Our initiatives in the space of persons with disabilities charter was featured on CNN-IBN. • Wipro sponsored two sportspersons for the Para Table Tennis Thailand Open 2013 that was held in Bangkok. During 2013-14, we also participated in industry research and advocacy on key D&I themes. We continued our engagement with external stakeholders where we hold advisory board / core committee positions, namely Catalyst, NASSCOM and CII. Employee Health and Safety Wipro has made efforts to ensure that all aspects of an employee’s life are positively influenced whether it is physical, mental or emotional well-being. We view employees as complete individuals and this is reflected in our approach towards workforce security, health and safety measures, comprehensive medical policies, fitness and family inclusive initiatives. Employee Health and Well-being – 2013-14 highlights: Mitr completes 10 years. Our Employee Assistance program (EAP) for emotional counseling as well as specialist legal and financial advice in India has grown over the years and touched many lives. Mitr enables employees to reach out to trained counselors to discuss and share their thoughts on any issues in their personal or professional life which could be affecting them in any way. During 2013-14, 568 employees availed the Mitr offering through face-to-face sessions, mails and telephonic conversations Observation of National and International events: A host of activities held at various locations to observe and celebrate World Environment Week, World Earth Day, World Water Day, National Safety Day and International Day for the Preservation of the Ozone Layer. Health and Wellness program: • Our Fit for Life wellness initiative for employees was sustained via wellness sessions, a customized newsletter and communication via mailers. • The “Parent to be” program launched in 2012-13 was well received, with over 1500 enrolments till date. • The pre-employment medical check-up was changed to a joining benefit for new employees, as part of a more inclusive and proactive approach to employee health awareness and management. • Medi-Assist Healthcare services carried out assessments of our Occupational Health Centers at all major locations. Available at 22 locations across India, these Occupational Health Centers provide amenities ranging from basic First Aid to emergency care units. Integrated Risk Assessments were carried out to identify and mitigate workplace accidents and other incidents. Employees, • service providers and other stakeholders participate in these. • Employees participated in events such as Food Safety programs, Ergonomic sessions and medical consultations with specialist doctors. • As part of a comprehensive training and preparedness approach, functional teams were trained on Health & Safety, Safe Transportation, Hospitality, Security and Technical and Soft skills. 89 Wipro LimitedWipro Benefits Fest: • A comprehensive advocacy and awareness program held across locations, to assist employees in selecting and availing Wipro’s wellness and benefits offerings. • Complete coverage of Medical and Insurance benefits, Health check-ups and Immunization camps, Parent to-be program, Benefits walk-through, Retirement Planning and other Health Care services. • Includes on-ground events such as Vaccinations, Eye check-ups and Diet consultations, as well as online events. Nearly 8500 employees participated in on-ground events across locations during 2013-14. Close to 4500 employees availed medical check-ups and nearly 4000 participated in floor-walk events. Employee Safety: • Scheduled programs held across locations on emergency response, mock evacuation drills, violent action drills, life saving techniques and gender sensitization. • Cab pickup and drop facility for women employees travelling late in the night or early morning. • Women of Wipro committees were formed to discuss concerns and suggestions on women’s safety. • Women Employee Security Awareness and Self Defense sessions conducted across locations. • Fire Safety Week was observed, with chats with senior fire department and National Disaster Response Force officials and demonstrations by their teams. • Vehicle based Quick Reaction Teams deployed in Sarjapur, Pune, CDC and GNDC to ensure safe commute and extend help during emergencies. • Help extended to employees outside the campus for police support and in case of medical emergencies • Women contract employees on service provider rolls at our Greater Noida facility were provided safe commute in Wipro cabs. • On-going advocacy via event such as the Security Awareness month, online quiz and ready access to Emergency Response team member details on the intranet. Kids@wipro: Wipro’s family inclusivity program continued to spread it wings with many innovative workshops. New kids@wipro chapters were started in Hyderabad and Chennai. The initiative is now becoming thematic and focuses on life skills and programs that build empathy towards all living beings and a respect for the environment and society. Some interesting themes covered were dog bite prevention, using tablets constructively and recycling. Learning and Development at Wipro In the last year, we also strengthened our focus on developing specialist frameworks and initiatives for deep-technology experts and domain specialists. This would be a primary focus area for us during 2014-15. At Wipro we aim to provide learning avenues to our employees which help them develop professionally. Career Development, Leadership Development program, industry centered cutting edge technology and domain programs prepare an individual to perform better and manage transitions into new roles. In 2013- 14, over 23,000 technical, behavioural and leadership programs were delivered across the organization. In addition, employees availed learning opportunities via e-learning, knowledge management workshops and customized trainings on project management, domain expertise and other specialist areas. 90 Annual Report 2013-14New Initiatives in 2013-14 Sustained Focus – continued from previous years UPSCALE –Uplift your Skills and Competencies through Accelerated Learning UPSCALE aims at multi-skilling our workforce on a cluster of technologies. It is a proactive strategy to up-skill the workforce in the areas where we foresee a demand. About 7500 employees have already completed this program and another 10,000 have enrolled to the program. Learning Networks: Learning Networks is a mentoring platform, launched in 2013. It is a social learning tool which provides a focused learning opportunity to employees to learn and share on specific areas. It aids employees to network which is essential to build a culture of collaboration, and also create a sense of belongingness. This unique learning concept has two features: one-to-one and many-to-many mentoring. We have over 1000 mentors, 2000 mentees registered with Learning Networks, and over 150 mentoring connections. Career Hub: An integrated online career development platform that provides information on all career paths and roles, and empowers employees to prepare themselves to reach their career goals. Over 5200 employees have selected their aspired roles through the tool and are working towards reaching their goals. The Micro MOOC (Massive Open Online Course) initiative introduces short, self-driven and self-paced learning modules. This supports regular classroom learning with pre-program, In-between program modules, and post-Program learning opportunities, and makes learning more accessible anytime, anywhere. This past year, we introduced 4 modules that helped employees make an informed choice of selecting and attending the longer classroom capsules Advanced Video Suite (AVS) launched by WBPO. AVS is a video library of 50 short videos (7-10 minutes each), covering key aspects of customer centricity and communication, such as articulation, dead-air-management and coping with night shifts. Manager Excellence Framework Manager capability building was identified as a specific area of focus, after the 2011 EPS. The Manager Excellence Framework was launched in Oct ’12. Today the framework is an institutionalized initiative leveraged to provide necessary tools to managers for their development, aimed at enabling self-development as a way of improving people manager effectiveness. The framework includes tools designed to address learning needs of the manager through feedback (manager insight survey), training (process workshops), self- study (manager resources) and mentoring (Learning Networks). The framework is a non-mandatory offering and adoption statistics of the last 1.5 years indicate that it has gained wide popularity: • Manager Insight Survey – 3393 surveys • Process Workshops – 4984 managers covered • Manager One on One Discussion – 1400+ discussions • Manager Excellence Resource Centre (initiated in August 2013) – 1500+ users Wipro’s flagship WASE (Wipro Academy of Software Excellence) continued, with 1347 new enrolments. Our WiSTA (Wipro Software Technology Academy) program received 692 new enrolments. In both programs, students receive technical and academic inputs as well as the opportunity to apply their learning in live projects. Our Project Readiness Program (PRP) for campus hires, WASE and WiSTA students was enhanced with the ‘Online Project Campus’ initiative. This initiative enabled our engagement with over 10,000 new campus hires prior to their joining Wipro. The initiative provides online self-learning of key concepts. The PRP curriculum of over 70 technology streams was also better aligned with our technical Unified Competency Framework to accelerate the learning of entry level talent. Learning in the Wings: is an experiential-learning based initiative that brings learning to the workplace, in the form of 3-4 hour modules that entire project teams can attend all-together. These modules help accelerate learning key skills on the job, such as collaboration, innovation and emotional resilience. The initiative was introduced in 2012 and covered over 1200 employees across India locations in 2013-14. Wipro BPO’s SEED academic program: SEED continued to provide access to a range of courses in Management and Information Technology, via classroom, e-learning and self-study modes, as well as 24x7 online access via a SEED portal. Since 2004, SEED has enabled over 6000 WBPO employees shape and transform their careers, with 600 enrolments in 2013-14. 91 Wipro LimitedEcological Sustainability Management Approach: Ecological sustainability is a cornerstone of our charter and a major driver of our key programs. Our approach is built on the pillars of Energy efficiency, GHG mitigation, Water efficiency and Responsible Water management, Waste management, Biodiversity and Product Stewardship. The increasing centrality of issues like climate change and water stress in the last few years has led organizations to look beyond their boundaries. While internal business drivers like resource efficiency, waste management and pollution mitigation have been the primary levers of any corporate environmental program for many now, organizations have come to realize that in order to make a real impact at a larger, systemic level, one can no longer ignore the externalized costs of ecological damage. The responsible water program and community programs on waste are two examples of such programs. What follows is a brief articulation of our programs on Energy and GHG mitigation, Water, Waste and Biodiversity Scope of Reporting: India: All 68 locations, the majority of operations is from 29 owned locations representing 88% of our workforce. Overseas: 83 locations, which includes 8 customer data centers. Nearly all of the office locations overseas are leased. Management system: We have been following the guidelines of the ISO 14001 framework for more than a decade now as one of the cornerstones of our Environmental Management System (EMS). 19 of our campus sites in India and 2 in Australia are certified to the standards of ISO 14001:2004. Energy: Goal(s) To Reduce the Scope 1 and Scope 2 GHG intensity of Wipro’s operations by 45% over a 4 year period : from 2.42 MT per employee in 2010-11 to 1.3 MT per employee by 2014-15, translating into a net reduction of nearly 60,600 tons for Wipro IT business. This target applies to all of our campus facilities and offices Absolute Emissions The below dashboard provides a summary of our Global carbon emissions intensity for Office spaces - from Scope 1 (emission from direct energy consumption, like fuel) and Scope 2 (emissions from purchased electricity). The figures are the net emissions for all years, after considering zero emissions for renewable energy procured. 92 . q e 2 O C s n o T The total energy consumption, electricity and back-up diesel generated, for office spaces across all global operations in IT is 325 Mn Units. Data centers, India and overseas (USA and Germany) contribute to another 77 Mn units. Note: Actual GHG intensity for 2013-14 would be lower, at 1.69, if one considers the same grid emission factors used for 2012-13 (CEA Ver 8 report, Report released in Jan 2013). Office Space Energy Metrics Energy efficiency measures contributed to a 5.2 % decrease in office space energy intensity from 2952 to 2799 units per employee per annum. This is primarily from (a) energy optimization measures ,retrofit of older equipment with more energy efficient equipment and consolidation of operations Annual Report 2013-14 accompanied by a transition from leased to owned facilities with the resulting increase in overall utilization of office space and better quality of maintenance operations (b) Increase in share of renewable energy from 19% to 22% of the total office energy consumption. However the emissions intensity has decreased by only 2%, compared to intensity reduction rates of 7 to 9% in earlier years. This is largely due to significant change in the emission factors of the Indian Grid ; for example the emission factor for the south grid, where the majority of our operations are located in India, has increased by nearly 12% compared to last year – from 0.76 Kg/KwH to 0.85 Kg/KwH. According to the latest report from the Central Electricity Authority of India (Ver 9, Jan 2014), this is primarily for two reasons: the higher share of coal based generation relative to natural gas and lower share of hydro power related to lower water availability in the southern grid region. The emission intensity reduction would have been 8% if we had considered the earlier emission factors report (CEA Ver 8, Jan 2013). Since 2007, we have been working on a server rationalization and virtualization program, through which we have decommissioned old physical servers and replaced the processing capacity with virtualization technology on fewer numbers of servers. As of March 2014, we have 1990 virtual servers running on 117 physical servers – contributing to an energy savings of approximately 8.7 Million units annually, an increase of 10% over the previous year. RE procurement: For the reporting period of 2013-14, we procured 71 Mn units of Renewable energy through PPAs (Power Purchase agreements) with private producers, which contributed to approximately 22% of our total office space energy consumption in the IT business. The study that we commissioned along with an external consultant to map our consumption and expected growth pattern for each of our location in India, and identify suitable medium to long term energy sourcing has been completed. The recommendations for longer term strategic power procurement are being implemented across various states. GHG Mitigation Strategy Captive RE: Our five year GHG mitigation strategy consists of three key elements – Energy Efficiency, Renewable Energy (RE) Purchase and Captive RE ; of this, RE procurement will contribute the maximum, 80% share to GHG emission mitigation strategy. The pilot rooftop Solar PV installations at 3 of our campuses followed by extensive use of solar water heaters in our guest blocks and cafeterias have resulted in equivalent savings of 1.6 Mn units of grid electricity. GHG Mitigation Approach A summary of our Scope 3 emissions (other indirect sources ) is provided below. Out of the 15 categories of scope 3 reporting as per the new GHG corporate value chain standard, we are presently reporting on 9 of the 12 applicable categories.. Energy Efficiency: Over the preceding five year period, we have implemented a variety of energy efficiency measures . We were one of the early adopters of Green Building Design with 19 of our current buildings certified to the international LEED standard ( Silver, Gold, Platinum) . 93 Wipro LimitedThe table below shows the extent of coverage across our operations for the major Scope 3 categories Scope 3 Emissions Category Applicability Current Reporting, Coverage within IT business Upstream scope 3 emissions Purchased goods and services Capital goods Fuel- and energy-related activities (not included in scope 1 or scope 2) Yes Yes Yes Yes, 85% (India) Included in the “Value Chain Sustainability” part of this Section Included as part of “Purchased Goods and Services” Not yet reported Upstream transportation and distribution Yes Yes, Approximately 80% coverage by Weight-Distance - IT equipment imports for Services Waste generated in operations Business travel Employee commuting Yes Yes Yes Yes, 85% (India) Yes, 100% Yes, 85% (India) Upstream leased assets (Leased office space) Y es Yes, 100% this is reported under Scope 1 & 2 Downstream scope 3 emissions Downstream transportation and distribution Yes Processing of sold products Use of sold products End-of-life treatment of sold products Downstream leased assets Franchises Investments No Yes Yes No No Yes Not reported this year and will not be applicable from 2014-15 year. For transportation & distribution of computer products Yes, 100% Yes, to the extent of product end of life channelized to Wipro. Not Yet Reported The overall emissions across all scopes is 447466 tons. Within this, the three big contributors to our GHG emissions are: Electricity – Purchased and Generated ( 55%), Business Travel ( 23%) and Employee Commute ( 19%). Business Travel The IT services outsourcing model require frequent travel to customer locations, mainly overseas, across the delivery life cycle and contributes to around 1/4thof our overall emissions footprint. This includes air, bus, train, local conveyance and hotel stays. Policies on usage of different modes of travel based on distance and time taken, need based travel approval and shift towards processes which enable travel planning by employees themselves are some of the cost and process optimization measures implemented over past few years. One of the key initiatives piloted in 13-14 was the cab pooling facility at all our campus guest houses for travel to airport and train stations. The hospitality team tries to allocate pooled cabs based on nearest departure times and informs guests of this service. In the reporting year, this initiative saved 1033 individual trips and fuel savings of 3171 liters. Remote collaboration and mobile productivity enablers Over the years, we have launched various remote collaboration and workstation productivity solutions, like internet enabled voice and video conferencing technologies, accessibility of intranet based work applications over internet and mobile devices. Employee Commute: Employees have various choices for commuting informed primarily by distance, flexibility, work timings, costs, city infrastructure and connectivity in the case of group or public transport. In addition to company arranged transport ( 50%), employees utilize public transport(30-35%), with owned cars and two wheelers accounting for the balance. Over the past few years, we have taken steps to facilitate a shift towards improved access to public transport for employees (buses, commuter trains) apart from encouraging cycling to work through an active cycling community in the organization. For the preceding three year period (2010-2013) we conducted an annual transport survey which provided insights into modes of transport, distance traversed and qualitative feedback on commute facilitation across our locations. Around 6000 people have participated in these surveys annually. We have used the three year average of the distance traversed by employees to calculate emissions from personal modes of employee commute this year – there is no significant deviation expected in the reporting year based on this evidence and observed trends. IT led soft infrastructure enablers like anytime direct connectivity access to office intranet applications, secure personal device connectivity through the BYOD initiative (Bring Your Own Devices) are steps in enabling more flexible work place options. 94 Annual Report 2013-14Emissions during product use and end of life treatment of sold products: increasing water governance by building user awareness and involvement of water plumbers. We assume a 15 to 18% energy efficiency of our Energy Star 5 (ES-5) compliant computing products (desktop and laptop) over conventional models. Considering a life time of 5 years for our products and based on the sales of ES-5 in the reporting year, we estimate a savings of 2413 tons of CO2 equivalent due to product use. The total in use emissions from our hardware products over a five year period, for the ES 5 and conventional models sold in the reporting year (2013-14), is estimated at 116856 tons of CO2 equivalent. Through our e-waste take back program we have processed 140 tons of electronic end of life in 2013-14, which also includes some non-Wipro sold products. The emission from the e-waste disposal is estimated at 1.40 tons of CO2 equivalent (as per US EPA’s WARM tool emission factor). However, all e-waste is collected and recycled by authorised recyclers. Water: Intensity and Recycling Ratio At Wipro, we view water from the three inter-related lens of Conservation, Responsibility and Security; our articulated goals are therefore predicated on these three dimensions. Sourcing of Water: Water is withdrawn from four sources - ground water, municipal water supplies, private purchase and harvested rain water – with the first two sources accounting for nearly 60% of the sourced water. The majority of the balance 38% is from private sources near our operational facilities. The water supplied by the municipal bodies and the industrial association are in turn sourced primarily from river or lake systems. Water that is purchased from private sources can be traced to have been extracted from ground water. Freshwater recycling and efficiency: The per employee water consumption for the reporting year is 1.46 m3 per month as compared to 1.57 in 2012-13, an improvement of around 7%. We recycle 888828 m3 of water in 24 of our major locations, (839388.605 in 2012-13) using Sewage Treatment Plants (STPs), which represents 32% (30% in 2012-13) of the total water consumed. The percentage of this recycled water as a percentage of freshwater extracted is around 47%. The reduction in freshwater consumption has been primarily through demand side optimization, reduction in pipeline leakages and We launched a program in 2013 with the aim to minimize freshwater consumption by 20% over the following two years through an integrated approach: Implement Standard metering infrastructure and 1) procedures across campuses 2) Demand side optimization (improving efficiency through flow restrictors across campuses and arresting leakages), Improving recycling levels through ultra filtration using it 3) for other non-contact purposes Integrating rain water harvesting into the consumption 4) side water cycle of the campus. The Responsible Water program: A significant proportion, estimated at 2/3rd of our total water footprint, can be traced to ground water. With the current rates of withdrawal, over half of the ground water blocks are expected to be in a critical condition by end of this decade. Considering the increasing role and importance of groundwater management both in the urban and rural context we started the Responsible water program in 2012. The Phase 1 of the program has helped develop a useful framework which informs and evaluates various internal and “beyond the fence” aspects around water management. These cover knowledge and governance around design, institutional, ecological and social factors in water sourcing and demand management. Developed in consultation with a group of water experts, social scientists and academia, the framework provides an integrated perspective on multiple dimensions of sourcing, demand profile, rainfall endowment and entitlement as inputs for informing our responses to our water footprint. 95 Wipro LimitedThe Phase 1 study has also corroborated our belief that the multiplier effect in responsible water management can come about by better understanding of various factors impacting watershed and aquifer flows; including behavioral drivers and management practices among all community stakeholders. Also, community stakeholders are likely to have better ownership and connect with the issues and its impact if they are an integral part of the knowledge creation and decision making processes. The core objectives of Phase 2, started in Jan 2014, are to enable better watershed management in the Sarjapur area of Bangalore where we have a large operational facility. Covering an area of nearly 35 Sq KM, the program’s scope includes • Creating a watershed mapping/management framework that includes ground water aquifers and other sources of water • Building knowledge systems and platforms for sharing information, eliciting participation from citizens and the sharing of best practices on water management at the community level. These knowledge systems/platforms will need to be designed to meet the requirements of the community. • Involving community stakeholders, especially schools and residents, in understanding and managing water resources. For this, the program will closely work with partners who work with schools and local communities. • Building advocacy around management of watersheds with Urban Local Bodies and community stakeholders. This is envisaged as a three year program and the starting scope is the Wipro Sarjapur Campus and its immediate environs. The extent of the watershed is estimated to be around 35 sq km. Primary data collection and work on methodology development and platform is in progress. Our first campus biodiversity project was initiated in 2011 at our Electronics city facility in Bangalore and started with an assessment of the existing plant, birds, butterflies, insects, small mammals and other taxa in the campus. The initial study made recommendations to increase the diversity of locally adapted species . The project area is divided into four themed parts: Biodiversity: As an organization with large campuses in urban settings, we are acutely conscious of our responsibility towards urban diversity and have set for ourselves the following goals. • To convert five of our existing campuses to biodiversity zones by 2015. • All new campuses will incorporate biodiversity principles into their design In our approach towards campus biodiversity, our program takes an integrated approach towards the contribution in reducing energy and carbon intensity and improving water retention and harvesting. The first stage of the project - the butterfly park – was completed in March 2013. The park is witness to hundreds of migratory butterflies who stop over in the park for nearly a month in their 400 Km pre monsoon annual migration from western to the eastern ghats in India. The second phase of the project, a ~3 acre Wetland park, is conceptualized as a series of five interconnected water bodies. We also started biodiversity programs at two of our campuses in Pune, with the baseline assessment of biodiversity in the campus. Redesigning and planting work has started based on the recommendations provided. In all these programs we work closely with expert partners in biodiversity, conser vation, ecological design and communications. Building employee connect through expert talks, workshops and field visits to community research centers in forests, is a critical aspect of the program. 96 Annual Report 2013-14 Pollution and Waste: Goal(s): 100% of organic waste to be handled in-house at owned • locations by end of 14-15 100% of paper, cardboard, hazardous and e-waste, mixed • metals/scrap and plastics to be recycled/ handled as per approved methods by end of 14-15. Reduce Mixed solid waste intensity to half by 2017 (3 • year target) as compared to 13-14 Reduce landfill intensity to half by 2017 (3 year target) • as compared to 13-14 The above goals have been set on the basis of an extensive independent audit done during 2012-13. While our earlier goal centered around only the aggregate level of recycling, the recalibrated goals seek to be more granular and are set at a category level Pollution of air and water poses one of the most serious threats to community health and welfare. Our waste management strategies are centered around either (i) recycling the waste for further use or (ii) arranging for safe disposal. To operationalize our strategy, we follow robust processes of segregating waste into organic, inorganic, e-waste, hazardous, packaging, biomedical and other categories, which is then either recycled inhouse or through outsourced vendor arrangements. 90% of the total waste of 3544 tons generated from our IT India operations is reused or recycled –through both, in- house recycling units and through authorized vendor tie- ups. The balance, which is largely soiled tissue and mixed solid waste(MSW) is landfilled.. Our plan is to reduce MSW generation at source and further drive segregation into recyclable organic-inorganics to increase diversion from landfills. Thecomprehensive external waste assessment we conducted across our locations for electronic waste and solid waste streams pointed to areas of improvement in governance and traceability of waste streams across the recycler ecosystem . We would work with our partners and vendors in driving better practices and behaviours keeping in mind both human and ecological impacts of any changes. Fig: Waste Disposal methods split for 2013-14 We continually assess operational risks to the environment and apply the precautionary principle in our approach to get insights and plan – for example, the responsible water program and waste life cycle audits. In the reporting period, there were no instances of environmental fines imposed or negative consequences due to our operations. The emissions and waste generated by the organization are based on updated and approved consents as on date from respective SPCB/CPCB and we also have not received any show cause/legal notices relating to the same. In the reporting period, across our business units, there were no instances of environmental fines imposed or negative consequences due to our operations. The emissions and waste generated by the organization are based on updated and approved consents as on date from respective SPCB/CPCB and we also have not received any show cause/legal notices relating to the same. Value Chain Sustainability Management Approach: In this section we focus on the two core aspects of our value chain: customer stewardship and ethical supply chain. The scale and complexity of supply chain ecosystem in organisations is determined by various factors. Some of these are informed by key questions on business strategy and operations design – Is it core or central to business, Do we have the expertise or capabilities, Does it provide us operational flexibility, Is it economical and so on. On the other hand, a complex and deep supply presents a unique set of regulatory and sustainability challenges - for example across most business sectors the environmental impacts of the supply chain to an organization is nearly five times that of its own operations. Compliance on the social dimensions of human rights, labour practices and ethical principles is seen as a sine qua non today and even minor breaches can increase the risk of reputational and legal damage greatly. The organizations procurement policies and its degree of influence and control are influenced by and operate within a macro socio-economic conditions. Our benchmark for supply chain engagement while being cognizant of these factors is informed by widely accepted global social and environmental standards. The ethical and social maturity of any supply chain in any given context is influenced by: • Societal indicators - like economic imbalances, human development indices, lack of opportunity, information divide • Economics - Pricing of products and services in 97 Wipro Limited the market, Presence/absence of informal economy, externalized costs of products and services Interpretation of social values - which is often impacted • by culture and societal norms It is important for us to persist in these efforts and expect incremental improvements. These can be effected through awareness building, regular communication, assessments and incorporating criteria (incentivizing) into procurement practices. In the core IT services organization, our supply ecosystem comprise of a fairly large proportion of contract workforce who have specialized skills in software development. The People engagement function bears primary responsibility for engaging with this group; details are covered in the earlier section on “Human Capital” Ethical Supply Chain Program: Apart from the core human resources sourcing for IT projects, the key supplier groups are facility management, Telecom, IT infrastructure, civil and other business support serviceproviders. In 2012-13, the supplier code of conduct (SCOC) was launched which communicates key requirements in business practices, environmental and social aspects. A preliminary environmental and social risk profiling of our supplier base was conducted in 2012 in association with two UK based organizations, Trucost and Fronesys for Central Procurement office (CPO) tracked spend. The environmental footprint for 2013-14 is extrapolated based on the spend trends for the reporting year. Environmental footprint of our IT services Value chain Local Procurement: Recognizing the socio-economic benefits of local procurement, we encourage sourcing from the local economy. At an aggregate level, nearly 81% of our suppliers are based in India; by value 73% of the procurement for the year was from India based suppliers. Local sourcing reduces costs, provides local employment benefits and reduced environmental footprint in sourcing. Supplier Diversity: Wipro encourages Supplier Diversity by identifying and engaging qualified suppliers in the following categories: Supplier firms owned by person with disability, Women owned Enterprises and Minority Owned Enterprise. Wipro is an Equal Opportunity employer and strongly advocates the same through it’s supply chain. Diversity supplier spend contributes to 11.4% of total central procurement tracked spend 98 for India operations. Diversity classification is based on supplier self disclosure and is not verified. A dedicated vendor helpdesk handles supplier queries on payment issues, policy clarifications and provides the initial contact for grievance redressal. Our organization wide multi- lingual Ombuds process is available 24x7 (phone and internet enabled) for our Suppliers and Contractors. While a good proportion of ombuds process cases are anonymous, based on self disclosure, we know that there were 16 complaints reported by suppliers during the year. There were two instances of serious supplier breaches of our code of conduct, both of who have been black listed. There have been no instances related to anti-trust in the reporting period across our business divisions. Customer Stewardship: Wipro is one of the pioneering IT Services Vendor in providing dedicated System Integrator (SI) services to the oil and gas, utilities, mining and recently engineering & construction industries globally. The practice helps clients, primarily in the oil and gas sectors, address complexity through solutions which can effectively collect data from oil wells to retail outlets, integrate different parts of the value chain to increase transparency and provide tools and solutions to effectively analyze data. A team of domain experts including geophysicists and seismic modelers support our technologists to leverage technology to meet our client’s business goals. It also offers core industry and long term solutions and services to the metals and mining industries. Through IT and BPO services, it helps improve effectiveness through differentiated engineering solutions in the areas of industrial automation, operations control, enterprise integration and fleet management and logistics and address long term sustainability through environment, health and safety and integrated real time mining solutions.. Wipro EcoEnergy (WEE) was launched in 2008 and is now exclusively focused on Managed Energy Services to reduce energy cost for large-distributed consumers of energy. WEE manages one of the world’s largest energy management systems by providing information from thousands of data points which help in designing and implementing energy efficiency initiatives. WEE works with global customers in the areas of Retail, Buildings, Quick Service Restaurants, Schools and Water Utilities space. Currently WEE is aiming to spread out into Banks, Hospitals, Hospitality and Transportation & Logistics segments. We provide system integration and productivity enabling solutions across sectors. For the Logistics/Transportation and manufacturing sectors, we have solutions related to route optimization and dematerialization of operations. Customer advocacy is integrated as part of the core quality and delivery functions and drives customer satisfaction improvement initiatives across the organisation. Regular Customer satisfaction measurement through multi-modal, regular surveys across key stakeholders in the customer organization is a centralpart of understanding the “voice of customer”. This group acts as an early warning system of potential customer issues and enables the system to address these issues before they become serious. The team is also responsible for driving effective closures of customer escalations and action plans. We see a continuing improvement in our Net Promoter Score of the IT business, up 15.8% for 2013-14 as compared to the previous year. Annual Report 2013-14Education and Community Management Approach: Our social transformation initiatives are now more than a decade old. Over the years, our approach has been to engage in critical social issues with sensitivity, rigor and responsibility. Education and Community Care are the two areas that we decided focus on when we started twelve years back. The reasons for this deliberate set of choices have the same compelling validity today as they had then • Education is probably the most important catalyst of social development which can bring about change that is truly sustainable and durable over the long term; and It is a fundamental responsibility and tenet of corporate citizenship that every business should engage deeply with its • proximate communities and to try to address some of their biggest challenges Digital Inclusion is a more recent addition to our community program through its focus on low cost technology interventions in health care and citizen services for rural areas. The following visual is a summary view of our three social transformation programs addressing the two focus areas: School Education Wipro Applying Thought in Schools (WATIS) has been engaged in building capacities for school education reform in India for close to 12 years. As education reform in India is a large canvas, our strategy is to work towards excellence in few selected areas that are important to good quality education, but are often neglected in schools. 99 Wipro LimitedWATIS has worked with around 2000 schools and 10,500 educators across 17 states reaching around 800,000 students. Key Highlights of 2013-14 • We commenced 4 new partnerships in 2013-14, including in newer regions in Maharashtra and Karnataka. One new WATIS Fellowship was started to study Social Inclusion in Schools • Successfully organized the WATIS Partners’ Forum in Feb, 2014, on the theme of “Textbooks and Education”. The 3-day forum was attended by over 70 participants from civil society orgs as well as various state governments such as Bihar, AP and Karnataka. • Launched the GoodBooks portal last year, to encourage the development and use of good children’s literature in the country. The portal has gained substantial traction in a short period of time among its target audience. • WATIS content is now also being disseminated through new social media channels such as YouTube • Textbooks was taken up as an area of advocacy this year; and an exhibition on ‘Textbooks in Colonial India’ was held at the WATIS Partners’ forum, as a beginning. • Our projects received regular coverage in both English and the vernacular media; such as SeasonWatch (in Malyalam) and GoodBooks (in English). Wipro Science Education Fellowship Program in the U.S.A. This program was launched in March 2013. It is focused on contributing to improving Science and Math education in schools primarily serving disadvantaged communities in US cities. The program is currently launched in Chicago, in the New Jersey area and in Boston. We are partnering University of Massachusetts, Boston, Michigan State University and Montclair State University, NJ for this program. The program works in close collaboration with over 10 school districts to choose over 200 teachers, who go through a 2-3 year fellowship, with intense support to develop their capacities to be better teachers and change leaders. The district administrators are a part of the program. Elementary and secondary teachers are chosen through a rigorous selection process with defined criterion. Each fellow will then work with and train other teacher colleagues in their school districts to develop their abilities in the STEM disciplines. Teachers will be chosen from all disciplines of Science, Technology, Engineering and Math across all grade levels (primary, middle and high schools). The chosen teachers will go through 1 year of capacity development (+2 years of continuing engagement in the field). Participants will take three graduate level College of Education courses, focused on STEM education and leadership. The courses will require approximately 145-160 hours of work closely mentored by the partnering institutes College of Education team, consisting of structured learning assignments, interaction with peers / instructors and project planning / implementation in their classrooms. Each group of 25 teachers will also undergo a 6-week blended (combination of face-to-face and online) intensive summer experience. The goal of the capacity development is to improve teaching capacity and promote STEM education in their respective schools. There will be specific mechanisms and activities for each of the teachers to institute change in the school and involve other teachers at their schools. While the Fellowship will be for a year, there will be another year of follow-up sessions with the selected teachers, i.e. they will be in the program for 2 years. Each teacher completing the program will earn nine credits and a Graduate Certificate in STEM Teaching and Leadership recognizing their commitment and expertise in STEM fields in urban education. The nine credits can also be applied to further studies in Master’s programs in the area of education. The program is expected to expand to other cities over the next 2 years, starting with New York City and Connecticut. 100 Annual Report 2013-14earthian The Sustainability Program for Schools and Colleges earthian is a sustainability education program for schools and colleges. Launched in 2011, the program has had active participation from over 2500 colleges over the past three years. In the 2013 edition, for schools we launched an activity based program on the theme of water. The program was in two parts – acitvities on Water sources, demand and quality in their campus environs and in the second part linking the activities to the issues of water in the schools context and with other interconnected issues in environmental sustainability. In association with CEE (Center for Environment Education), we also launched the program in Hindi with on targeted reach out for north India states of UP, Bihar, MP and Rajasthan. College teams were asked to write critical essays on various themes – by looking at issues through the lens of different socio economic contexts and exploring interrelatedness of issues. Over 650 colleges and schools participated in the program. Engineering Education Mission10X Mission10X is a not-for-profit initiative of Wipro Technologies. It started on 5th Sept 2007 towards building the employability skills through engineering college teachers training. Mission10X has offered faculty empowerment training programs to more than 26,000 teachers across 26 states in the country. In 2012, Mission10X redefined the way forward on addressing the important issues of the engineering education. The new model is designed on the “SMALLER and DEEPER Engagement” philosophy and operationalized in terms of graduate engineer attributes (GEA). The following three essential attributes of a ‘good engineer’ are covered in all Mission10X interventions: 1. Communication : Ability to communicate with others for shared understanding in technical, behavioral, logistical and practical concern 2. Collaboration (Team work) : Ability to work collaboratively to explore possibilities to address the stated problem by drawing knowledge from diverse professionals and backgrounds 3. Deeper Learning : Ability to learn deeply to articulate a problem statement and analyze given data The needs of important stakeholders of engineering education ecosystem such as principals, heads of the departments, faculty members and students are met through a program that enhances overall learning incorporating structured engagement and effective delivery systems. A good number of Academic Leaders such as Principals and Heads of the Departments (HoDs) are trained on Academic Leadership Programs. We have covered 230+ Principals and 50+ HODs so far. These Academic Leaders come to Wipro and undergo the training for 3 days on - Building a shared vision, Essentials of leadership, Appreciative inquiry, Delegation for better results and Decision making. Academic Leaders will have a Leadership Dialogue where they can share their challenges and seek inputs from other leaders. The workshop leaves with each leader an action learning component which they have to undertake after returning to their Institutes and submit the progress of the Action Learning with the Mission10X. Progress so far: • 26,300+ Engineering college faculty have been trained • 317 Principals / HoDs covered in Academic Leadership (238 Principals + 79 HoDs) • More than 1,300 colleges across the 26 states are covered in Mission10X interventions • Launched “Aarambh” an e-learning program for fresher faculty to teach how to teach. • 560+ faculty have undergone this program. 101 Wipro Limited• Set up 50 Mission10X Technology Learning Centers (MTLCs) across 9 states to integrate UTLP (Unified Technology Learning Platform), a multi-disciplinary technology kit and curriculum in the colleges; Institutes invest in MTLC set up, faculty training and students projects. Some projects have been recognized by NASSCOM and TI • 194 Faculty are trained in UTLP (Unified Technology Learning platform) • 4600+ students from MTLCs addressed: 2900 on Employability Skills and 1710 on Emerging Technologies • About 10,000 unique integrated innovations created by Mission10Xians • Mission10X also piloted a faculty empowerment program for science college teachers and trained about 300 teachers from 60 colleagues in TN, Karnataka and Kerala • Mission10X reached out to North-Eastern States and offered a 3 day program at NIT Nagaland and 32 out 40 faculty attended the program. • VTU Belgaum did an independent research on how impactful Mission10X interventions have been on faculty and academia. Reveals great impact on teachers. • Mission10X has been recognized Globally by CorpU (Corporate University exchange, USA) in innovation. • Affiliation with IITM Chennai, IIT Mumbai, Anna University, VTU, JNTU, KIIT University, VIT University etc Community Care - Wipro Cares Our primary work with communities is in Primary health care, Education for the underprivileged and Long term disaster rehabilitation. 2013-14 also saw an increase in coverage of villages, to bring health services closer to villages with no facilities, through our five primary health care projects at Aurangabad, Tumkur, Hindupur, Mysore and Amalner. The projects have reached out to a population of around 36000 people at 39 villages. In Aurangabad five more villages were added under our primary health care project and the Amalner project added two more villages. In Education, Wipro Cares added a project that reaches out to 500 children in Sarjapur area in Bangalore to improve their health and educational status in collaboration with Magic Bus, India. Further, we have continued supporting the education of more than 47000 children in five cities through five projects in Bangalore, Kolkata, Gurgaon, Hyderabad and Pune. 2013-14 is the last year of our engagement with RockFund, Bangalore; around 60+ girl children continuously benefitted from this program for 6 years. Our social forestry project, in its third phase now, saw the planting of 25,000 young saplings by about 25 farmers in Villupuram district of Tamil Nadu. Over the last three years, the livelihood of more than 60 farmers have been improved through this project and an increase in more than 75000 trees, planted in rural Tamil Nadu through this project. We have seen a number of natural calamities that occurred in 2013-2014 in India, in the states of Uttarakhand and Odisha and also in other countries like the Philippines, claiming hundreds of lives and resources. As a part of the Wipro Cares charter of supporting communities affected by disasters, we initiated programs that focused on the long term rehabilitation of the affected communities. In the state of Uttarakhand, Wipro Cares finalized a project that would work with 1000 families on exploring alternative modes of livelihood to reduce their economic dependence on tourism and also to equip the local communities with preparedness strategies to tackle natural disasters in the future. In the state of Odisha, the chosen project will work towards restoring the livelihood of 250 families of the fishermen community from 15 villages of five Gram Panchayats in Polasara Block of Ganjam District. In the Philippines, through the Wipro BPO team we mobilized funds by employees to contribute to the rehabilitation of people affected by the Typhoon Haiyan. The money was donated to an organization called GMA Kapuso Foundation, a leading organization in Philippines working on challenges faced by the marginalized communities. The Wipro Cares employee chapters across India and few chapters overseas continue to be actively involved through their engagement with social initiatives. Employees choose these initiatives based on their interests and use the Wipro Cares platform to rope in people with similar interests and passion. This year we saw our Maia office in Portugal join the list of international chapters. In nine locations across India, Wipro Cares organized a blood donation drive for thallasaemics where 3696 units of blood were collected. We also continued celebrating ‘Joy of Giving @ Wipro, 2013’ across WT, WI, WBPO, WIN, WCCLG in 11 locations in India and UAE. Digital Inclusion – Wipro Assure HealthTM Wipro Assure HealthTM solution is an innovative health monitoring platform that delivers inpatient (step-down care) and remote health monitoring solutions for chronic disease management at low costs. While the platform itself forms the backbone of affordable remote monitoring, various individual solutions like remote maternity care, remote cardiac care and remote diabetic care are developed on top of the platform to address specific requirements. The platform consists of the following key components 1. A medical grade wearable, unobtrusive, wireless multi- parameter devices which transmit the readings to a smartphone, bedside monitor or tablet aggregator device. Solutions have been developed for remote maternity and cardiac care. 102 Annual Report 2013-142. A device agnostic gateway aggregates and transmits health data from multiple patient sensors (like Blood Pressure, Electrocardiogram, Blood Glucose) to a remote server or cloud hosted in the backend 3. The Central Monitoring Station to enable back end teams, nurses and healthcare professionals to monitor multiple patients at the same time. This tool supports live monitoring as well as historical data triaging. The specialist doctor can access the patient data remotely through a smartphone, tablet device or via internet. Event based trigger systems have also been enabled to provide alerts to the nurse station. This improves the productivity of the nurse. The UI design for the tool is unique & intuitive. 4. A cloud based Wipro Personal Health Record : Multi correlation and detailed analytics provide accurate & timely diagnosis enabling high throughput from the healthcare providers While the solution is being successfully used in large enterprise hospitals in the top 4 metro cities, there is a huge scope for extending the solution to smaller towns and rural India. Successful pilots done at Primary Health Centers in Rural Karnataka will transform Maternity Care in rural India which has a shortage of qualified and experience Physicians. As a validation of our product design and innovation capabilities, Wipro Assure healthTM has been awarded the prestigious Golden Peacock Award 2014, in the category of ‘Innovative Product / Service’. The awards are selected from among 1,000 entries received annually from more than 25 countries worldwide. Wipro Assure healthTM has also been selected in the category “mHealth Project of the year” by The Associate Chambers of Commerce and Industry of India. Our position on CSR spending: We reiterate our fundamental position that the quality of outcomes of social issues is not necessarily related to the quantum of spending. Those familiar with social programs in sectors like education, healthcare or livelihoods are only too familiar with the reality that it is possible to spend a whole lot of money and achieve little ; and by the same token, it is possible to achieve high-leverage impacts with relatively low spending. Our spend on core CSR initiatives during 2013-14 was of the order of Rs 160 Mn ; however this does not include several important heads of spending on our internal sustainability programs as well as product development initiatives in the same space. Examples include: Expenditure on Energy and Water efficiency, Pollution Mitigation, Gender diversity and Persons with Disability initiatives, our investments in business units like EcoEnergy, the Smart Grids practice as well as digital inclusion solutions under the Innovation program. These constitute core dimensions of the triple bottomline framework of sustainability and reinforce our conviction that if business and social purposes have to achieve some measure of consonance., CSR and business sustainability must be seen as part of the same charter. Advocacy and Outreach Wipro’s Management Approach: Given the fundamental axiom that sustainability is about maximizing social and environmental ‘good’, it requires an engagement template that emphasizes informed advocacy of the underlying issues amongst all stakeholders. Each stakeholder – Business, Government, Academia, Civil Society – brings a dynamic and energy to the table that is unique and complementary. We think that industry’s role must go beyond its own boundaries and should be one that seeks to vigorously promote advocacy of sustainability challenges. In doing so, the conscious emphasis must be on the difficult and the long term in preference to the easy and the short term. Our areas of focus on policy and advocacy have centered around Clean Energy and Climate Change, Water, e-Waste, Education and Diversity. We work through industry platforms like CII, FICCI, Nasscom as well as with research partners who carry expertise in these domains. This section provides an overview of the work that we have been doing on policy and advocacy in the above mentioned domains with an emphasis on the highlights for 2013-14. Stakeholders and the primary issues: Our primary identified stakeholders for public policy and advocacy are • Relevant government ministries and departments, both at the center and the states where we operate in ; Our interactions have been largely with the Ministry of Environment and Forests, Ministry of New and Renewable Energy, the Planning Commission and Ministry of Corporate Affairs • Industry networks and associations play a crucial role as catalysts for awareness, advocacy and action on the multiple dimensions of sustainability ; by providing a common platform for industry representatives to share and exchange ideas and practices, industry association can help foster a virtuous cycle of feedback led improvement. Industry networks also lend strength and credibility in the dialogue process with government on important matters of policy and directives. The industry networks that we have been an integral part of are: 103 Wipro Limited• • • • • The CII-Godrej Green Business Center The CII-ITC Center for Sustainable Development The CII Climate Change Council The Nasscom working groups on Gender Diversity The FICCI Sustainability Forum • Research and Advocacy NGOs: Issues like Energy, Climate Change, Water, Biodiversity, Community Education, Health etc require strong civil society involvement as the third pillar after government policies and business engagement . NGOs and academic institutions, by combining the right blend of field work and academic rigor can generate valuable insights that can inform the work of practitioners, policy makers and industry professionals. Illustrative examples of such organizations that we work with are : Biome and Acwadam in the area of Water, ATREE in the area of Biodiversity and our network of nearly 30 education partners across the country The table below provides a summary of our major stakeholder engagements in advocacy and outreach Domain Brief highlights Energy , Climate Change, Water, e-Waste Corporate Social Responsibility (CSR) • Through the CII Climate Change Council, enhance awareness among industry on the role of business in mitigating climate change ; Advance advocacy and partnership with the Government of India on matters of common interest. Climate Change was also a central area of dialog and advocacy of the CII Environment Committee and the FICCI Environment Forum • Water was a major area of collaborative focus for us in 2013-14. The three major advocacy platforms that we have been deeply involved in are (i) Convening the Karnataka State Water Network (KSWN) along with the CII Karnataka chapter. The KSWN brings together stakeholders from government, academia, civil society and business to address the most pressing issues in water in Bangalore and surrounding areas (ii) As part of the Electronic City Industry Township Association (ELCITA), we have set a goal of creating a Sustainable Water Zone in E-city. A comprehensive commissioned study was completed in March 2014, basis which the action phase will start in 14-15 (iii) We initiated the next phase of the Responsible Water program that seeks to address the pressing issue of ground water in the larger Sarjapur area in Bangalore through a combination of scientific hydrogeology and committed citizen action • We have been part of the CII Environment Committee that convened multiple task groups during 2013-14 to focus on different issues of relevance. Two of these task groups focused on e-Waste and Solid Waste ; we played a central role in the progress of the e-Waste task group’s study and recommendations • We continued to engage in-depth with the Indian government - in particular, the Ministry of Corporate Affairs - on the CSR provisions in the Companies Act 2013 and amendments thereto. Our CFO had contributed inputs to the committee set up by the Institute of Chartered Accountants of India (ICAI) to make detailed recommendations to the government on specific issues of the CSR rules • Our primary position on the CSR provisions of Bill continues to be that CSR as a mandate may not be the most effective means of getting industry to engage on larger social issues. Second, we believe that business sustainability plays a critical role in moving the needle forward and must be included as part of CSR where appropriate. Third, as a global corporate citizen, we think that CSR must include community programs of all the countries that a company operates in and should not be restricted to India • The topic of ‘Textbooks’ was taken up as an area of advocacy in 2013-14 and an exhibition on ‘Textbooks in Colonial India’ was held as a beginning. We plan to follow this up in 2014-15 with an online archive on textbooks and public events School Education • Our 14th Partners’ Forum deliberated on the issue of ‘Textbooks and Education’ and was attended by over 70 members from civil society organizations, academic institutions and education department of various state governments • Our projects received regular coverage in English and vernacular media; such as SeasonWatch (Malayalam) and GoodBooks (English) 104 Annual Report 2013-14Domain Brief highlights Sustainability Literacy and Education • Through earthian, Wipro’s flagship program in sustainability education for schools and colleges, our goal is to act as catalysts for wider sustainability advocacy among the young in India’s schools and colleges • Partnership with CEE (Center for Environment Education) to offer the program in Hindi in four Hindi speaking states. • Provided internships for college students with partner organisations on sustainability. • During 2013-14, we also participated in industry research and advocacy on key Diverity and Inclusion themes. We continued our engagement with external stakeholders where we hold advisory board / core committee positions, namely with Catalyst, NASSCOM and CII. Diversity • Wipro is part of the core CII committee for employment of people with disabilities and also part of the NASSCOM working group on gender inclusion • Catalyst is a leading nonprofit organization which works on expanding opportunities for women and business. Wipro CEO is chair of Catalyst India Advisory Board. Plans and direction forward: Our sustainability advocacy and outreach will continue to be based on the three important pillars of (i) Promoting decentralized, community-centric governance and management models that involve a wide range of stakeholders (ii) Providing carefully crafted inputs policies on government policy and (iii) Increasing awareness and fostering exchange through participation as speakers in a variety of forums, events and workshops the right direction. Our approach will be to continue to work with our network of academic and civil society partners as well as with industry networks. We will strengthen and expand our partner network as appropriate . The areas of focus for 2014-15 will be • Energy and Climate Change • Water • • • • Biodiversity E-Waste School Education, Sustainability Education and Education for Children with Disability Gender Diversity 105 Wipro LimitedASSURANCE STATEMENT SGS INDIA PRIVATE LIMITED’S INDEPENDENT ASSURANCE STATEMENT ON THE WIPRO LIMITED’S BUSINESS RESPONSIBILITY REPORT FOR YEAR 2013 - 14 NATURE AND SCOPE OF THE ASSURANCE/VERIFICATION SGS India Private Limited was commissioned by Wipro Limited to conduct an independent assurance of their Business Responsibility Report (BRR) for the year 2013 – 14 and to issue Assurance Statement to be included in the Annual Report 2013 -14. This assurance has been conducted to assure BRR prepared as per clause 55 of the Equity Listing Agreement issued by the Securities and Exchange Board of India (SEBI), covering the Nine Principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (‘NVG’) framed by the Ministry of Corporate Affairs (MCA), Government of India. Intended users of this assurance statement are Company Management, Stakeholders and other readers. The information in the Business Responsibility Report 2013 - 14 of Wipro Limited and its presentation including the processes of collecting , analysing the information is the responsibility of the directors, governing body and the management of Wipro Limited. The assurance statement is based on the assumption that the data and information provided to us is complete & true. SGS India Private Limited has not been involved in the preparation of any of the material included in the Wipro Sustainability Report 2013 - 14. Our responsibility is to express an opinion on the text, data, graphs and statements within the scope of verification with the intention to inform all Wipro Limited’s stakeholders. This report has been assured at a moderate level of scrutiny using SGS protocols of Verification of Sustainability reporting. Methodology The assurance performed comprised the review, evaluation of and providing comments on the reporting processes as well as evaluating the accuracy of the report content and indicators. This included the following activities: • • Verifying company’s management approach to NVG Principles & BRR requirements. Site visits and preparation of bespoke checklists for evaluation of data collection processes and accuracy of reported data; Visits at Wipro Limited Corporate Office and at the various sites, including - Wipro Sarjapur Head Office (Bangalore), EC 4 and EC 5 (Bangalore), GNDC ( Noida), • Manikonda SEZ ( Hyderabad); • The sample based evaluation of data collection processes and accuracy of the reported information and data, including: • Interviews with relevant personnel, • Document and record inspection on a sampling basis, • Confirmation of information sources STATEMENT OF INDEPENDENCE AND COMPETENCE The SGS Group of companies is the world leader in inspection, testing and verification, operating in more than 140 countries and providing services including management systems and service certification; quality, environmental, social and ethical auditing and training; environmental, social and sustainability report assurance. SGS India Private Limited affirms our independence from Wipro Limited, being free from bias and conflicts of interest with the organization, its subsidiaries and stakeholders. The assurance team was assembled based on their knowledge, experience and qualifications for this assignment, and comprised auditors registered with Quality Management System (QMS), Environment Management System (EMS), Occupational Health & Safety (OHSAS), Social Accountability (SA) and having rich experience and relevant qualification in the areas of Sustainability Reporting Assurance Verification and Validation Services. VERIFICATION/ ASSURANCE OPINION On the basis of the methodology described and the verification work performed, we are satisfied that the information and data contained within Wipro’s BRR 2013 - 14 verified is accurate, reliable. The report is aligned to Nine Principles of NVG with use of fair degree of BRR reporting framework. It provides a fair and balanced representation of Wipro Limited initiatives in the areas of Social, Environmental, Governance and Surrounding Community in the Year 2013 -14. Overall, the information presented within the report is fair and accurate. The following are few of the opportunities for improvement identified for the purpose of encouraging continual improvement: • Considering the broad scope of reporting and locations covered under the scope of reporting, reconciliation and cross verification of the corporate data with site data to be undertaken more frequently. • More structured and defined program can be undertaken towards ethical supply chain. For and on behalf of SGS India Private Limited Nilesh JadhavSGS Systems & Services Certification Head - Certification Services Mumbai, India 16th June 2014 106 Annual Report 2013-14 INDEPENDENT AUDITORS’ REPORT To the Members of Wipro Limited Report on the Financial Statements We have audited the accompanying financial statements of Wipro Limited (“the Company”) which comprise the balance sheet as at March 31, 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) (b) (c) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2014; in the case of the statement of profit and loss, of the profit for the year ended on that date; and in the case of the cash flow statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements 1. As required by the Companies (Auditors’ Report) Order, 2003 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; (b) (c) (d) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; the balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account; in our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and (e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956. for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 107 Standalone Financial StatementsWipro Limited ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT Annexure referred to in paragraph 1 of our report to the members of Wipro Limited (“the Company”) for the year ended March 31, 2014. We report that: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (iv) (b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. (c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption. (a) The inventory, except goods-in-transit, and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year end, written confirmations have been obtained for significant account balances. (b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material. (b) (a) The Company has granted loans to two parties covered in the register maintained under section 301 of the Companies Act, 1956 (“the Act”). The maximum outstanding during the year was ` 2,824 million and the year-end balance of such loans was ` 1,770 million (of which loans amounting to ` 1,770 million are interest free). In our opinion, the rate of interest, where applicable and other terms and conditions on which such loans have granted to companies, firms or other parties covered in the register maintained under section 301 of the Act are not, prima facie, prejudicial to the interest of the Company. In the case of loans granted to the parties listed in the register maintained under section 301 of the Act, the principal amounts and interest, where applicable, are being repaid regularly in accordance with the agreed contractual terms. (c) (d) There is no overdue amount of more than Rupees one lakh in respect of loans granted to any of the parties listed in the register maintained under section 301 of the Act. (ii) (iii) 108 (e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4 (iii) (e) to (g) of the Order are not applicable to the Company. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit. (a) (v) (b) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) The Company has not accepted any deposits from the public. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (viii) We have broadly reviewed the books of account relating to material, labour and other items of cost maintained by the Company pursuant to the Companies (cost accounting records) Rules, 2011 prescribed by the Central Government for the maintenance of cost records under section 209(1) (d) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service tax, Wealth tax, Customs duty, Excise duty, Investor Education and Protection Fund and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income- tax, Sales- tax, Service tax, Wealth tax, Customs duty, Excise duty, Investor Education and Protection Fund and other material statutory dues were in arrears as at March 31, 2014 for a period of more than six months from the date they became payable. (ix) Standalone Financial StatementsAnnual Report 2013-14 (b) According to the information and explanation given to us, there are no disputed amounts payable in respect of Wealth tax and Cess. The following dues of Income tax, Excise duty, Customs duty, Sales-tax and Service tax have not been deposited by the Company on account of disputes: Name of the Statute Nature of the dues The Income Tax Act, 1961 The Income Tax Act, 1961 Income Tax and interest demanded Income Tax and interest demanded Amount unpaid * (` in millions) Period to which the amount relates (Assessment year) 31,968 2001-02 to 2007-08 1,538 2007-08 to 2009-10 and 2011-12 Forum where dispute is pending High Court ** Income Tax Appellate Tribunal**** 9,058 2010-11 Dispute Resolution Pannel *** The Income Tax Act, 1961 Income Tax and interest demanded (based on draft assessment order) Income Tax and interest demanded Sales tax, interest and penalty demanded Sales tax demanded 366 1998-99 to 2009-10 Sales tax and penalty demanded CIT (A), Mumbai**** Appellate Authorities 1,182 2007-08 to 2012-13 710 1986-87 to 2008-09 The Income Tax Act, 1961 State Sales Tax/VAT and CST (pertaining to various states) State Sales Tax/VAT and CST (pertaining to various states) State Sales Tax/VAT and CST (pertaining to Kerala, and Andhra Pradesh) 52 1995-96 to 2012-13 The Central Excise Act, 1944 22 2004-05 to 2010-11 The Central Excise Act, 1944 301 1995-96 to 2009-10 The Customs Act, 1962 4 1991-92 to 2011-12 The Customs Act, 1962 40 1990-91 to 1998-99 The Customs Act, 1962 109 2004-05 to 2010-11 The Finance Act, 1994 - Service tax Service tax demanded The Finance Act, 1994 - Service tax Service tax demanded 407 2001-02 to 2009-10 * The amounts paid under protest have been reduced from the amounts demanded in arriving at the aforesaid disclosure. ** No subsequent demand has been raised as the matter is pending with High Court based on appeals filed by the department. *** Pending directions from Dispute Resolution Panel, the Company has not received any demand for payment. **** Includes disputed dues pertaining to Wipro Technology Services Limited (‘WTS’) and Wipro Energy IT Services Private Limited (‘WEITSL’) which were amalgamated Excise duty demanded Excise duty demanded Customs duty, interest and penalty demanded Customs duty and penalty demanded Customs duty demanded Appellate Authorities CESTAT Appellate Authorities CESTAT High court / Supreme court Appellate Authorities CESTAT High court / Supreme court 31 1999-00 to 2007-08 Appellate Tribunal during the year with the Company. (x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year. (xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its banks. The Company did not have any outstanding dues to any financial institutions or debentures holders during the year. (xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. (xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. (xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company. Company have been applied for the purposes for which they were raised. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that funds raised on short- term basis have not been used for long-term investment. (xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under section 301 of the Act. (xix) The Company did not have any outstanding debentures during the year. (xx) The Company has not raised any money by public issues during the year. (xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 (xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Bangalore May 29, 2014 109 Standalone Financial StatementsWipro Limited BALANCE SHEET (` in millions, except share and per share data, unless otherwise stated) EQUITY AND LIABILITIES Shareholders’ funds Share capital Reserves and surplus Share application money pending allotment(1) Non-current liabilities Long term borrowings Deferred tax liabilities Other long term liabilities Long term provisions Current liabilities Short term borrowings Trade payables Other current liabilities Short term provisions TOTAL EQUITY AND LIABILTIES ASSETS Non-current assets Fixed assets Tangible assets Intangible assets and goodwill Capital work-in-progress Non-current investments Deferred tax assets Long term loans and advances Other non-current assets Current assets Current investments Inventories Trade receivables Cash and bank balances Short term loans and advances Other current assets TOTAL ASSETS Significant accounting policies (1) value is less than one million rupees. The notes referred to above form an integral part of the Balance Sheet Notes 3 4 5 6 47(ii) 7 8 9 10 11 12 13 14 15 47(ii) 16 17 18 19 20 21 22 23 2 As at March 31, 2014 2013 4,932 288,627 293,559 – 10,061 1,379 629 2,585 14,654 35,042 53,905 24,013 36,196 149,156 457,369 36,215 3,535 2,751 51,968 1,487 29,981 5,390 131,327 58,392 2,283 85,509 105,549 29,293 45,016 326,042 457,369 4,926 237,369 242,295 – 590 528 118 2,289 3,525 39,870 49,228 38,054 34,094 161,246 407,066 35,560 3,534 3,789 48,547 1,151 25,168 5,469 123,218 60,495 3,205 84,994 78,004 21,244 35,906 283,848 407,066 As per our report of even date attached For and on behalf of the Board of Directors for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 110 Azim Premji Chairman & Managing Director N Vaghul Director B C Prabhakar Director Suresh C Senapaty Chief Financial Officer & Executive Director T K Kurien Chief Executive Officer & Executive Director V Ramachandran Company Secretary Standalone Financial StatementsAnnual Report 2013-14 STATEMENT OF PROFIT AND LOSS (` in millions, except share and per share data, unless otherwise stated) Notes Year ended March 31, 2014 2013 REVENUE Revenue from operations (gross) Less: Excise duty Revenue from operations (net) Other income Total Revenue EXPENSES Cost of raw materials consumed Purchases of stock-in-trade Changes in inventories of finished goods, work-in-progress and stock-in-trade Employee benefits expense Finance costs Depreciation and amortisation expense Other expenses Total Expenses Profit before tax Tax expense Current tax Deferred tax Net Profit EARNINGS PER EQUITY SHARE (Equity shares of par value ` 2 each) Basic Diluted Significant accounting policies 24 25 26 27 27 28 29 13,14 30 47(i) 41 2 387,651 332,296 79 387,572 16,112 403,684 2,053 22,858 9 31 332,265 13,253 345,518 3,542 23,472 (182) 183,375 159,042 3,747 7,367 88,193 307,602 96,082 21,684 524 73,874 3,524 7,013 77,056 273,467 72,051 15,449 100 56,502 30.09 30.01 23.03 22.99 The notes referred to above form an integral part of the Statement of Profit and Loss As per our report of even date attached For and on behalf of the Board of Directors for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 Azim Premji Chairman & Managing Director N Vaghul Director B C Prabhakar Director Suresh C Senapaty Chief Financial Officer & Executive Director T K Kurien Chief Executive Officer & Executive Director V Ramachandran Company Secretary 111 Standalone Financial StatementsWipro Limited CASH FLOW STATEMENT A. Cash flows from operating activities: B. Profit before tax Adjustments: Depreciation and amortisation Amortisation of share based compensation Reversal of provision for diminution in the value of non-current investments Exchange differences, net Impact of hedging activities Interest on borrowings Dividend / interest income Profit on sale of investments Gain on sale of fixed assets Working capital changes : Trade receivables and unbilled revenue Loans and advances and other assets Inventories Liabilities and provisions Net cash generated from operations Direct taxes paid, net Net cash generated by operating activities Cash flows from investing activities: Acquisition of fixed assets including capital advances Proceeds from sale of fixed assets Purchase of investments Proceeds from sale / maturity of investments Investment in inter-corporate deposits Refund of inter-corporate deposits Loan to subsidiaries Payment made pursuant to demerger Investment in subsidiaries Payment for acquisition Loan repayment by subsidiaries Dividend / interest income received Net cash generated from / (used in) investing activities Cash flows from financing activities: Proceeds from exercise of employee stock options Interest paid on borrowings Dividends paid including distribution tax Proceeds from borrowings / loans Repayment of borrowings / loans Net cash used in financing activities Net increase in cash and cash equivalents during the year Cash and cash equivalents at the beginning of the year Amount transferred consequent to amalgamation of subsidiaries Effect of exchange rate changes on cash balance Cash and cash equivalents at the end of the year [Refer note 21] The notes referred to above form an integral part of the Cash Flow Statement C. Year ended March 31, (` in Millions) 2014 96,082 7,367 535 (1,875) 3,045 - 732 (12,835) (1,537) (18) (6,067) (8,849) 922 11,256 88,758 (22,872) 65,886 (6,703) 1,017 (465,756) 473,672 (13,905) 10,865 - (3,553) (5,927) - 928 11,758 2,396 6 (674) (23,069) 102,078 (119,227) (40,886) 27,396 78,004 642 (493) 105,549 2013 72,051 7,013 804 – 690 (25) 799 (8,455) (2,225) (7) (11,055) 681 (393) 16,963 76,841 (15,649) 61,192 (6,387) 221 (477,568) 447,460 (12,280) 10,340 (1,908) (954) (2,694) (207) 1,038 7,208 (35,731) 9 (794) (17,157) 90,419 (82,532) (10,055) 15,405 62,328 - 271 78,004 As per our report of even date attached For and on behalf of the Board of Directors for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 112 Azim Premji Chairman & Managing Director N Vaghul Director B C Prabhakar Director Suresh C Senapaty Chief Financial Officer & Executive Director T K Kurien Chief Executive Officer & Executive Director V Ramachandran Company Secretary Standalone Financial StatementsAnnual Report 2013-14 NOTES TO THE FINANCIAL STATEMENTS (` in millions, except share and per share data, unless otherwise stated) 1. Company overview Wipro Limited (Wipro or the Company), is a leading India based provider of IT Services, including Business Process Outsourcing (BPO) services, globally and IT Products. During the previous year ended March 31, 2013, the Company had initiated and completed the demerger of other businesses such as consumer care and lighting, infrastructure engineering business and other non IT business of the Company (collectively, the “Diversified Business”, refer note 31 for further details) into Wipro Enterprises Limited (“Resulting Company”), a company incorporated under the laws of India. Wipro is headquartered in Bangalore, India. 2. Significant accounting policies i. Basis of preparation of financial statements The financial statements of the Company are prepared in accordance with Generally Accepted Accounting Principles in India (GAAP) under the historical cost convention on the accrual basis, except for certain financial instruments which are measured on a fair value basis. GAAP comprises Accounting Standards specified in the Companies (Accounting Standards) Rules, 2006 (as amended), Companies Act, 1956 (to the extent applicable), the provisions of Companies Act, 2013 (to the extent notified and applicable), Accounting Standards (‘AS’) issued by the Institute of Chartered Accountants of India (ICAI) and other generally accepted accounting principles in India. ii. Use of estimates The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the disclosure of contingent liabilities as at the date of financial statements and reported amounts of income and expenses during the year. Estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected. iii. Goodwill The goodwill arising on acquisition of a group of assets is not amortized and is tested for impairment if indicators of impairment exist. iv. Tangible assets, intangible assets and Capital work- in-progress Fixed assets are stated at historical cost less accumulated depreciation and impairment loss, if any. Costs include expenditure directly attributable to the acquisition of the asset. Borrowing costs directly attributable to the construction or production of qualifying assets are capitalized as part of the cost. Intangible assets are stated at the consideration paid for acquisition less accumulated amortization and impairment loss, if any. Cost of fixed assets not ready for use before the balance sheet date is disclosed as capital work-in-progress. Advances paid towards the acquisition of fixed assets outstanding as of each balance sheet date is disclosed under long term loans and advances. v. Investments Long term investments are stated at cost less other than temporary diminution in the value of such investments, if any. Current investments are valued at lower of cost and fair value determined by category of investment. The fair value is determined using quoted market price/market observable information adjusted for cost of disposal. On disposal of the investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss. vi. Inventories Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined using the weighted average method. Cost of work-in-progress and finished goods include material cost and appropriate share of manufacturing overheads. Cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. vii. Provisions and contingent liabilities Provisions are recognised when the Company has a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Provision for onerous contracts is recognized when the expected benefits to be derived from the contract are lower than the unavoidable cost of meeting the future obligations under the contract. 113 Standalone Financial StatementsWipro Limited viii. Revenue recognition Services: The Company recognizes revenue when the significant terms of the arrangement are enforceable, services have been delivered and the collectability is reasonably assured. The method of recognizing the revenues and costs depends on the nature of the services rendered: A. Time and material contracts Revenues and costs relating to time and material contracts are recognized as the related services are rendered. B. Fixed-price contracts Revenues from fixed-price contracts, including systems development and integration contracts are recognized using the “percentage-of-completion” method. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the statement of profit and loss in the period in which such losses become probable based on the current contract estimates. ‘Unbilled revenues’ included in other current assets represent cost and earnings in excess of billings as at the balance sheet date. ‘Unearned revenues’ included in other current liabilities represent billing in excess of revenue recognized. C. Maintenance Contracts Revenue from maintenance contracts is recognized ratably over the period of the contract using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period of time, revenue is recognized on a straight-line basis over the specified period unless some other method better represents the stage of completion. In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognized with respect to the actual output achieved till date as a percentage of total contractual output. Any residual service unutilized by the customer is recognized as revenue on completion of the term. Products: Revenue from sale of products is recognised when the significant risks and rewards of ownership has been transferred in accordance with the sales contract. Revenue from product sales is shown gross of excise duty and net of sales tax separately charged and applicable discounts. 114 Other income: Agency commission is accrued when shipment of consignment is dispatched by the principal. Interest is recognized using the time-proportion method, based on rates implicit in the transaction. Dividend income is recognized when the Company’s right to receive dividend is established. ix. Leases Leases of assets, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lower of the fair value of the leased assets at inception and the present value of minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Lease rentals in respect of assets taken under operating leases are charged to statement of profit and loss on a straight line basis over the lease term. In certain arrangements, the Company recognizes revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognizes unearned income as financing revenue over the lease term using the effective interest method. x. Foreign currency transactions The Company is exposed to currency fluctuations on foreign currency transactions. Foreign currency transactions are accounted in the books of account at the exchange rates prevailing on the date of transaction. Transaction: The difference between the rate at which foreign currency transactions are accounted and the rate at which they are realized is recognized in the statement of profit and loss. Translation: Monetary foreign currency assets and liabilities, other than net investments in non-integral foreign operations, at period-end are restated at the closing rate. The difference arising from the restatement is recognized in the statement of profit and loss. Exchange differences arising on the translation of a monetary item that, in substance, forms part of non-integral foreign operation are accumulated in a Standalone Financial StatementsAnnual Report 2013-14 foreign currency translation reserve (FCTR). When a foreign operation is disposed of, the relevant amount recognized in FCTR is transferred to the statement of profit and loss as part of the profit or loss on disposal. Changes in the fair value relating to the ineffective portion of the hedges and derivative instruments that do not qualify for hedge accounting are recognised in the statement of profit and loss. In March 2009, Ministry of Corporate affairs issued a notification amending AS 11, ‘The effects of changes in foreign exchange rates’. This was further amended by notification dated December 29, 2011. Before the said amendment, AS 11 required the exchange gains/losses on long term foreign currency monetary assets/liabilities to be recorded in the statement of profit and loss. The amended AS 11 provides an irrevocable option to the Company to amortise exchange rate fluctuation on long term foreign currency monetary asset/liability over the life of the asset/liability or March 31, 2020, whichever is earlier. The amendment is applicable retroactively from the financial year beginning on or after December 7, 2006. The Company did not elect to exercise this option. xi. Financial Instruments Financial instruments are recognised when the Company becomes a party to the contractual provisions of the instrument. Derivative instruments and Hedge accounting: The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in a non-integral foreign operation and forecasted cash flows denominated in foreign currency. The Company limits the effects of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments, where the counterparty is a bank. Premium or discount on foreign exchange forward contracts taken to hedge foreign currency risk of an existing asset / liability is recognised in the statement of profit and loss over the period of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss of the reporting period in which the exchange rates change. The Company has adopted the principles of Accounting Standard 30, Financial Instruments: Recognition and Measurement (AS 30) issued by ICAI except to the extent the adoption of AS 30 does not conflict with existing accounting standards prescribed by Companies (Accounting Standards) Rules, 2006 and other authoritative pronouncements. In accordance with the recognition and measurement principles set out in AS 30, changes in fair value of derivative financial instruments designated as cash flow hedges are recognised directly in shareholders’ funds and reclassified into the statement of profit and loss upon the occurrence of the hedged transaction. The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. xii. Depreciation and amortization The Company has provided for depreciation using straight line method, at the rates specified in Schedule XIV to the Companies Act, 1956, except in case of the following assets, which are depreciated based on estimated useful life, which is higher than the rates specified in Schedule XIV. Class of Asset Buildings Computer equipment and software (included under plant and machinery) Furniture and fixtures Electrical installations (included under plant and machinery) Office equipment Vehicles Freehold land is not depreciated. Estimated useful life 30 - 60 years 2 - 7 years 5 - 6 years 5 years 5 years 4 years Fixed assets individually costing Rupees five thousand or less are depreciated at 100% over a period of one year. Assets under finance lease are amortised over their estimated useful life or the lease term, whichever is lower. Intangible assets are amortized over their estimated useful life on a straight line basis. Payments for leasehold land are amortised over the period of lease. xiii. Impairment of assets Financial assets: The Company assesses at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets is impaired. If any such indication exists, the Company estimates the amount of impairment loss. The amount of loss for short-term receivables is measured as the difference between the assets carrying amount and undiscounted amount of future cash flows. Reduction, if any, is recognised in the statement of profit and loss. If at the balance sheet date there is any indication that a previously assessed impairment loss no longer exists, the recognised impairment loss is reversed, subject to maximum of initial carrying amount of the short-term receivable. 115 Standalone Financial StatementsWipro Limited Other than financial assets: The Company assesses at each balance sheet date whether there is any indication that a non-financial asset including goodwill may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs to is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost. In respect of goodwill, the impairment loss will be reversed only when it was caused by specific external events of an exceptional nature that is not expected to recur and their effects have been reversed by subsequent external events. xiv. Employee benefits Provident fund: Employees receive benefits from a provident fund. The employee and employer each make monthly contributions to the plan. A portion of the contribution is made to the provident fund trust managed by the Company, while the remainder of the contribution is made to the Government administered pension fund. The Company is generally liable for any shortfall in the fund assets based on the government specified minimum rate of return. Compensated absences: The employees of the Company are entitled to compensated absence. The employees can carry-forward a portion of the unutilized accumulating compensated absence and utilize it in future periods or receive cash compensation at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absence as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. The Company recognizes accumulated compensated absences based on actuarial valuation. Non- accumulating compensated absences are recognized in the period in which the absences occur. The Company recognizes actuarial gains and losses immediately in the statement of profit and loss. Gratuity: In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by the Life Insurance Corporation of India (LIC), HDFC Standard Life, TATA AIG life and Birla Sun-life. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation carried out by an independent actuary using the projected unit credit method. The Company recognizes actuarial gains and losses immediately in the statement of profit and loss. Superannuation: Superannuation plan, a defined contribution scheme, is administered by the LIC and ICICI Prudential Life Insurance Company Limited. The Company makes annual contributions based on a specified percentage of each covered employee’s salary. xv. Employee stock options The Company determines the compensation cost based on the intrinsic value method. The compensation cost is amortised on a straight line basis over the vesting period. xvi. Taxes Income tax: The current charge for income taxes is calculated in accordance with the relevant tax regulations. Tax liability for domestic taxes has been computed under Minimum Alternate Tax (MAT). MAT credit are being recognized if there is convincing evidence that the Company will pay normal tax after the tax holiday period and the resultant asset can be measured reliably. The excess tax paid under MAT provisions being over and above regular tax liability can be carried forward for a period of ten years from the year of recognition and is available for set off against future tax liabilities computed under regular tax provisions, to the extent of MAT liability. Deferred tax: Deferred tax assets and liabilities are recognised for the future tax consequences attributable to timing differences that result between the profit offered for income taxes and the profit as per the financial statements of the Company. Deferred taxes are recognised in respect of timing differences which originate during the tax holiday period but reverse after the tax holiday period. For this purpose, reversal of timing difference is determined using first in first out method. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment/ substantive enactment date. Deferred tax assets on timing differences are recognised only if there is a reasonable certainty that sufficient future 116 Standalone Financial StatementsAnnual Report 2013-14 taxable income will be available against which such deferred tax assets can be realized. However, deferred tax assets on the timing differences when unabsorbed depreciation and losses carried forward exist, are recognised only to the extent that there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets are reassessed for the appropriateness of their respective carrying amounts at each balance sheet date. The Company offsets, on a year on year basis, the current and non-current tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis. xvii. Earnings per share Basic: The number of equity shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year excluding equity shares held by controlled trusts. Diluted: The number of equity shares used in computing diluted earnings per share comprises the weighted average number of equity shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. The number of equity shares and potentially dilutive equity shares are adjusted for any stock splits and bonus shares issued. xviii. Cash flow statement Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the Company are segregated. 3. Share Capital Authorised Capital 2,650,000,000 (2013: 2,650,000,000) equity shares [Par value of ` 2 per share] 25,000,000 (2013: 25,000,000) 10.25% redeemable cumulative preference shares [Par value of ` 10 per share] Issued, subscribed and fully paid-up capital 2,466,317,273 (2013: 2,462,934,730) equity shares of ` 2 each [refer note (i) below] As at March 31, 2014 5,300 250 5,550 4,932 2013 5,300 250 5,550 4,926 Subsequent to March 31, 2014, the authorised equity and preference share capital of the Company has been increased to 2,917,500,000 and 25,150,000, respectively, pursuant to the approval of the scheme of amalgamation for merger of Wipro Technology Services Limited and Wipro Energy IT Services India Private Limited with the Company (refer note 45). Terms / Rights attached to equity shares The Company has only one class of equity shares having a par value of ` 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to shareholders approval in the ensuing Annual General Meeting. Following is the summary of per share dividends recognised as distributions to equity share holders: Interim Dividend Final Dividend For the year ended March 31, 2014 ` 3 ` 5 2013 ` 2 ` 5 In the event of liquidation of the Company, the equity share holders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders. 117 Standalone Financial StatementsWipro Limited (i) Reconciliation of number of shares Opening number of equity shares / American Depository Receipts (ADRs) outstanding Equity shares / American Depository Receipts (ADRs) issued pursuance to Employee Stock Option Plan As at March 31, 2014 As at March 31, 2013 No of Shares ` million No of shares ` million 2,462,934,730 4,926 2,458,756,228 4,917 Closing number of equity shares / ADRs outstanding 2,466,317,273 4,932 2,462,934,730 (ii) Details of shareholders having more than 5% of the total equity shares of the Company 3,382,543 6 4,178,502 9 4,926 Name of the Shareholder Sl. No. As at March 31, 2014 As at March 31, 2013 No of shares % held No of shares % held 1 Mr. Azim Hasham Premji Partner representing Hasham Traders 370,956,000 15.04 370,956,000 2 Mr. Azim Hasham Premji Partner representing Prazim Traders 452,906,791 18.36 480,336,000 3 Mr. Azim Hasham Premji Partner representing Zash Traders 451,619,790 18.31 479,049,000 4 Azim Premji Trust 429,714,120 17.42 490,714,120 15.06 19.50 19.45 19.92 (iii) Other details of Equity Shares for a period of five years immediately preceding March 31, 2014 Aggregate number of share allotted as fully paid up pursuant to contract(s) without payment being received in cash (Allotted to the Wipro Inc Trust, the sole beneficiary of which is Wipro LLC, a wholly owned subsidiary of the Company, in consideration of acquisition of inter-company investments) As at March 31, 2014 2013 841,585 1,614,671 Aggregate number of shares allotted as fully paid bonus shares 979,119,256 979,119,256 Aggregate number of shares bought back (iv) Shares reserved for issue under option - - For details of shares reserved for issue under the employee stock option plan of the Company, refer note 39. 118 Standalone Financial StatementsAnnual Report 2013-14 4. Reserves and Surplus: Capital Reserve Balance brought forward from previous year Additions during the year Adjustment on account of demerger (refer note 31) Capital Redemption Reserve Balance brought forward from previous year Adjustment on account of amalgamation (refer note 45) Securities premium account Balance brought forward from previous year Add: Exercise of stock options by employees Adjustment on account of demerger (refer note 31) Adjustment on account of amalgamation (refer note 45) Restricted stock units reserve [refer note 39] * Employee stock options outstanding Less: Deferred employee compensation expense General reserve Balance brought forward from previous year Adjustment on account of demerger (refer note 31) Adjustment on account of amalgamation (refer note 45) Compensation cost related to Employee share based payment transaction Amount transferred from surplus balance in the statement of profit and loss [refer note (a) below] Foreign currency translation reserve [refer note 2(x)] Balance brought forward from previous year On account of foreign branch operations Hedging reserve [refer note 35 & 2 (xi)] Balance brought forward from previous year Net loss reclassified into statement of profit and loss Changes in fair value of effective portion of derivatives Gain / (loss) on cash flow hedging derivatives, net Surplus from statement of profit and loss Balance brought forward from previous year Adjustment on account of demerger (refer note 31) Profit for the year Less: Appropriations - Interim dividend - Proposed dividend - Tax on dividend - Amount transferred to general reserve Closing balance As at March 31, 2014 1,139 - - 1,139 - 14 14 11,758 904 - 71 12,733 1,947 (1,638) 309 143,773 - 430 (104) 7,387 151,486 501 107 608 1,278 - (709) (709) 569 78,371 - 73,874 7,404 12,332 3,353 7,387 121,769 288,627 2013 1,144 - (5) 1,139 - - - 30,455 1,303 (20,000) - 11,758 3,147 (2,598) 549 156,381 (18,268) - - 5,660 143,773 85 416 501 (2,047) (25) 3,350 3,325 1,278 51,684 (4,026) 56,502 4,932 12,315 2,892 5,650 78,371 237,369 * Restricted stock units reserve includes Deferred Employee Compensation, which represents future charge to the statement of profit and loss and employee stock options outstanding to be treated as securities premium at the time of allotment of shares. 119 Standalone Financial StatementsWipro Limited (a) Additions to General Reserve include: Particulars Transfer from the statement of profit and loss Others 5. Share application money pending allotment For the year ended March 31, 2014 7,387 - 7,387 2013 5,650 10 5,660 Share application money pending allotment represents monies received against shares to be issued under the employee stock option plan formulated by the Company as at the year end. Securities premium on account of shares pending allotment amounts to ` 156 and ` 41 as at March 31, 2014 and 2013, respectively included in the ‘Restricted stock units reserve’. The Company has sufficient authorized equity share capital to cover the share capital amount arising from allotment of shares pending allotment as at March 31, 2014 and 2013 and there are no interest accrued and due on amount due for refund as at March 31, 2014 and 2013. 6. Long term borrowings Secured: Obligation under finance lease (a) Unsecured: Term loan: External commercial borrowing (b) Others (c) As at March 31, 2014 1,060 1,060 8,985 16 9,001 10,061 2013 504 504 - 86 86 590 (a) Obligation under finance lease is secured by underlying fixed assets. These obligations are repayable in monthly installments up to year ending March 31, 2019. The interest rate for these obligations ranges from 1.5% to 17.2% (2013: 9.75% to 17.2%). (b) The Company entered into an arrangement with a consortium of banks to obtain External Commercial Borrowings (ECB) during the year ended March 31, 2014. Pursuant to this arrangement, the Company has availed ECB of 150 million dollar repayable in full in June 2018. The ECB carries an average interest rate of 2.46% p.a (2013: 1.94% p.a.). The ECB is an unsecured borrowing and the Company is subject to certain customary restrictions on additional borrowings and quantum of payments for acquisitions in a financial year. (c) Unsecured loans from others are repayable in monthly installments within the year ending March 31, 2016. The interest rates for these loans range from 0% to 12% (2013: 0%). As at March 31, 2014 and 2013, the Company has complied with all the covenants under the loan arrangements. 7. Other long term liabilities Derivative liabilities 8. Long term provisions Employee benefit obligations Warranty provision [refer note 40] As at March 31, 2014 629 629 As at March 31, 2014 2,579 6 2,585 2013 118 118 2013 2,283 6 2,289 Employee benefit obligations include provision for gratuity, other retirement benefits and compensated absences. 120 Standalone Financial StatementsAnnual Report 2013-14 9. Short term borrowings Unsecured: Loan repayable on demand from banks Rate of Interest for PCFC loan ranges from 1% - 2% and other than PCFC loan is 12.2%. 10. Trade payables Trade payables – Due to micro and small enterprises [refer note 42] Trade payables – Due to other than micro and small enterprises Accrued expenses 11. Other current liabilities Current maturities of long-term borrowings * Current maturities of obligation under finance lease * Unearned revenue Statutory liabilities Derivative liabilities Capital creditors Advances from customers Unclaimed dividends Interest accrued but not due on borrowings Balances due to related parties * For rate of interest and other terms and conditions, refer note 6. 12. Short term provisions Employee benefit obligations Provision for tax Proposed dividend Tax on proposed dividend Warranty provision [refer note 40] Provisions-others taxes [refer note 40] Others Employee benefit obligations include other retirement benefits and compensated absences. As at March 31, 2014 35,042 35,042 As at March 31, 2014 - 36,013 17,892 53,905 As at March 31, 2014 156 571 11,065 3,170 4,632 494 2,918 27 147 833 24,013 As at March 31, 2014 4,787 15,251 12,332 2,096 276 1,031 423 36,196 2013 39,870 39,870 2013 - 29,936 19,292 49,228 2013 20,342 148 9,303 3,185 2,189 626 2,146 25 90 - 38,054 2013 3,988 14,552 12,315 2,093 277 869 - 34,094 121 Standalone Financial StatementsWipro Limited 13. Tangible assets Gross carrying value As at April 1, 2012 Adjustment on account of demerger Additions(b) Disposals / adjustments As at March 31, 2013 As at April 1, 2013 Addition on account of Amalgamation (refer note 45) Additions(b) Disposal / adjustments As at March 31, 2014 Accumulated depreciation/ Impairment As at April 1, 2012 Adjustment on account of demerger Charge for the year Deductions / other adjustments As at March 31, 2013 As at April 1, 2013 Adjustment on account of Amalgamation (refer note 45) Charge for the year Deductions / other adjustments(c) As at March 31, 2014 Net Block As at March 31, 2013 As at March 31, 2014 Land(a) Buildings Plant and machinery Furniture and fixtures Office equipment Vehicles Total 5,148 (241) - (7) 4,900 19,978 (959) 111 (31) 19,099 45,587 (4,570) 3,691 (825) 43,883 7,962 (128) 493 (585) 7,742 2,684 (143) 189 (62) 2,668 1,720 (56) 1 (366) 1,299 83,079 (6,097) 4,485 (1,876) 79,591 4,900 19,099 43,883 7,742 2,668 1,299 79,591 - 517 (661) 4,756 86 1,021 (59) 20,147 462 6,697 (1,115) 49,927 63 (7) 28 - 84 1,671 (159) 509 (8) 2,013 30,924 (2,078) 5,006 (734) 33,118 59 403 (25) 8,179 5,193 (79) 995 (520) 5,589 94 303 (90) 2,975 1,725 (54) 355 (59) 1,967 8 2 (482) 827 709 8,943 (2,432) 86,811 1,542 (45) 108 (345) 1,260 41,118 (2, 422) 7,001 (1,666) 44,031 84 2,013 33,118 5,589 1,967 1,260 44,031 - 117 178 379 84 565 (23) 2,639 443 5,369 (471) 38,459 37 910 (554) 5,982 90 342 (86) 2,313 8 39 (483) 824 662 7,342 (1,439) 50,596 4,816 4,377 17,086 17,508 10,765 11,468 2,153 2,197 701 662 39 3 35,560 36,215 (a) Includes gross block of ` 1,613 (2013: ` 1,133) and accumulated amortisation of ` 379 (2013: ` 84) being leasehold land. (b) Interest capitalized during the year ended March 31, 2014, aggregated to ` 149 (2013: ` 94). (c) Includes regrouping / reclassification within the block of assets. 122 Standalone Financial StatementsAnnual Report 2013-14Goodwill Technical Know-how Patents, trademarks and rights Total 14. Intangible assets and goodwill Gross carrying value As at April 1, 2012 Adjustment on account of demerger Addition due to acquisition Additions As at March 31, 2013 As at April 1, 2013 Additions As at March 31, 2014 Amortisation As at April 1, 2012 Adjustment on account of demerger Charge for the year As at March 31, 2013 As at April 1, 2013 Charge for the year As at March 31, 2014 Net Block As at March 31, 2013 As at March 31, 2014 3,666 (362) 130 - 3,434 3,434 - 3,434 - - - - - - - 3,434 3,434 125 (26) - 12 111 111 - 111 57 (6) 12 63 63 12 75 48 36 15. Non-current investments (Valued at cost unless stated otherwise) Trade Investments in unquoted equity instruments - Subsidiaries [refer note 43 (i)] Investments in unquoted preference shares - Subsidiary * [refer note 43 (ii)] Non-trade Investment in unquoted equity instruments - Others [refer note 43 (iii)] Less: Provision for diminution in value of non-current investments * Value of investment is less than one million rupees. 1,208 (1,208) 52 - 52 52 26 78 405 (405) - - - 13 13 52 65 4,999 (1,596) 182 12 3,597 3,597 26 3,623 462 (411) 12 63 63 25 88 3,534 3,535 As at March 31, 2014 2013 49,256 50,422 - - 2,712 51,968 - 51,968 - 50,422 1,875 48,547 123 Standalone Financial StatementsWipro Limited 16. Long term loans and advances (Unsecured, considered good unless otherwise stated) Loans to subsidiary companies* Capital advances Prepaid expenses Security deposits Other deposits Deferred contract costs Advance income tax, net of provision for tax MAT credit entitlement * Refer note 46 for loans given to subsidiaries. 17. Other non-current assets Secured, considered good: Finance lease receivables Unsecured, considered good: Derivative assets Finance lease receivables are secured by the underlying assets given on lease. 18. Current investments (Valued at cost or fair value whichever is less) Quoted Investments in Indian money market mutual funds * [refer note 44 (i)] Investments in debentures [refer note 44 (ii)] Unquoted Certificate of deposit/bonds [refer note 44 (iii)] Investments in equity instruments Aggregate market value of quoted investments Aggregate book value of quoted investments (current and non-current) Aggregate book value of unquoted investments (current and non-current) As at March 31, 2014 1,770 943 1,019 1,261 369 3,711 19,070 1,838 29,981 As at March 31, 2014 5,104 5,104 286 286 5,390 As at March 31, 2014 17,963 51 18,014 40,378 - 40,378 58,392 18,257 18,014 92,346 2013 2,535 1,885 811 1,040 323 - 16,795 1,779 25,168 2013 5,418 5,418 51 51 5,469 2013 6,984 42 7,026 53,400 69 53,469 60,495 7,068 7,026 102,016 * Includes investments in mutual fund amounting to ` 250 (2013: ` 450) pledged as margin money deposit for entering into currency future contracts. The remaining maturity of such outstanding future contracts does not exceed 12 months from the reporting date. 124 Standalone Financial StatementsAnnual Report 2013-14 19. Inventories (At lower of cost and net realizable value) Raw materials [including goods in transit - ` 1 (2013 : ` 163)] Work in progress Finished goods [including goods in transit - ` 28 (2013 : ` 13)] Traded goods Stores and spares 20. Trade Receivables Unsecured: Over six months from the date they were due for payment Considered good Considered doubtful Less: Provision for doubtful receivables Other receivables Considered good Considered doubtful Less: Provision for doubtful receivables 21. Cash and bank balances Cash and cash equivalents Balances with banks - In current accounts - Unclaimed dividend - In deposit accounts Cheques, drafts on hand Cash on hand Deposit accounts with more than 3 months but less than 12 months maturity Deposit accounts with more than 12 months maturity As at March 31, 2014 36 16 65 1,236 930 2,283 2013 645 43 134 1,149 1,234 3,205 As at March 31, 2014 2013 14,542 3,756 18,298 (3,756) 14,542 70,967 162 71,129 (162) 70,967 85,509 6,110 2,837 8,947 (2,837) 6,110 78,884 134 79,018 (134) 78,884 84,994 As at March 31, 2014 2013 39,134 27 65,441 947 -* 105,549 40,590 - 30,306 25 46,481 1,191 1 78,004 33,560 - a) b) Cash and cash equivalents include restricted cash balance of ` 27 (2013: ` 25) primarily on account of unclaimed dividends. The deposits with banks comprise time deposits, which can be withdrawn at any time without prior notice and without any penalty on the principal. * Value is less than one million rupees. 125 Standalone Financial StatementsWipro Limited 22. Short term loans and advances (Unsecured, considered good unless otherwise stated) Employee travel and other advances Advance to suppliers Balance with excise, customs and other authorities Prepaid expenses Other deposits Security deposits Inter corporate deposits Deferred contract costs Others* Others, considered doubtful Less: Provision for doubtful loans and advances * including deposits with bank amounting to ` 300 (2013: ` 300) placed as margin money. 23. Other current assets Secured and considered good: Finance lease receivables Unsecured and considered good: Derivative assets Interest receivable Unbilled revenue Finance lease receivables are secured by the underlying assets given on lease. 24. Revenue from operations (gross) Sale of products Sale of services (A) Details of revenue from sale of products Mini computers/micro-processor based systems including accessories, MS licenses Networking, storage equipment, servers, software licenses Others Less: Excise duty 126 As at March 31, 2014 2,325 943 938 4,623 289 1,243 12,500 3,852 2,580 826 30,119 826 29,293 As at March 31, 2014 2,986 2,986 5,514 4,345 32,171 42,030 45,016 2013 2,083 392 948 3,616 310 1,170 9,280 2,365 1,080 920 22,164 920 21,244 2013 2,484 2,484 4,102 3,477 25,843 33,422 35,906 Year ended March 31, 2014 32,386 355,265 387,651 2013 33,651 298,645 332,296 For the year ended March 31, 2014 9,111 15,240 8,035 32,386 (79) 32,307 2013 13,507 15,576 4,568 33,651 (31) 33,620 Standalone Financial StatementsAnnual Report 2013-14 (B) Details of revenue from services rendered Software services IT enabled services Others 25. Other income Income from current investments - Dividend on mutual fund units - Profit on sale of investment, net Interest income from banks and others Other exchange differences, net Miscellaneous income 26. Cost of materials consumed Opening stock Less: Adjusted on account of demerger Add: Purchases Less: Closing stock (A) Details of materials consumed Memory, processors and hard disks Monitors and cabinets Operating systems Motherboards and power supplies Peripherals and add-on Others Less : Internal capitalization For the year ended March 31, 2014 328,610 25,532 1,123 355,265 2013 276,004 22,053 588 298,645 Year ended March 31, 2014 354 1,537 12,481 1,385 355 16,112 2013 471 2,225 7,984 2,418 155 13,253 Year ended March 31, 2014 645 - 1,444 (36) 2,053 2013 3,113 (2,589) 3,663 (645) 3,542 Year ended March 31, 2014 1,026 659 375 373 342 7 (729) 2,053 2013 2,305 1,372 780 756 517 - (2,188) 3,542 127 Standalone Financial StatementsWipro Limited 27. Changes in inventories of finished goods, work in progress and Stock-in-trade Opening stock Work in progress Traded goods Finished products Less: Adjusted on account of demerger Less: Closing stock Work in progress Traded goods Finished products (Increase)/Decrease Details of purchase of traded goods Networking equipments, storage devices and servers Operating systems and software licenses Desktops, laptops, printers and other peripherals Others 28. Employee benefits expense Salaries and wages Contribution to provident and other funds Share based compensation Staff welfare expenses 29. Finance costs Interest Exchange fluctuations on foreign currency borrowings, net (to the extent regarded as borrowing cost) 128 Year ended March 31, 2014 2013 43 1,149 134 - 1,326 16 1,236 65 1,317 9 927 1,675 866 (2,324) 1,144 43 1,149 134 1,326 (182) Year ended March 31, 2014 13,992 7,480 715 671 2013 9,925 8,838 1,818 2,891 22,858 23,472 Year ended March 31, 2014 175,523 3,504 535 3,813 2013 151,776 3,139 804 3,323 183,375 159,042 Year ended March 31, 2014 732 3,015 3,747 2013 799 2,725 3,524 Standalone Financial StatementsAnnual Report 2013-14 30. Other expenses Sub-contracting / technical fees / third party application Travel Reversal of provision for diminution in the value of non-current investments Repairs to building Repairs to machinery Power and fuel Rent Communication Advertisement and sales promotion Legal and professional Staff recruitment Carriage and freight Consumption of stores and spares Insurance Rates and taxes Auditors’ remuneration As auditor For certification including tax audit Reimbursement of expenses Miscellaneous expenses Year ended March 31, 2014 44,197 15,314 (1,875) 279 3,712 2,468 3,040 4,329 1,407 1,868 1,069 113 574 643 552 44 2 2 10,455 88,193 2013 35,524 12,847 - 227 3,318 2,304 2,733 4,161 1,445 1,625 1,296 179 - 651 620 43 2 2 10,079 77,056 31. During the previous year ended March 31, 2013, the Company had initiated and completed the demerger of Diversified Business. The “Scheme of Arrangement” (‘the Scheme’) involved transfer of the Diversified Business to a “Resulting Company” [Wipro Enterprises Limited (formerly known as Azim Premji Custodial Services Private Limited)] whose equity shares are not listed in any stock exchange in India or abroad. 32. Capital commitments The estimated amount of contracts remaining to be executed on Capital account and not provided for, net of advances is ` 614 (2013: ` 1,090). 33. Contingent Liabilities, to the extent not provided for Contingent liabilities in respect of: The Scheme became effective on March 31, 2013 with an appointed date of April 01, 2012 when the sanction of the Honorable High Court of Karnataka and filing of the certified copy of the same with the Registrar of Companies. The Scheme of Demerger has been accounted for in terms of the Court Orders and alterations or modifications as approved by the Board of Directors of the Company and the Resulting Company as provided for in the Scheme. All the assets and liabilities relating to the Diversified Business of the Company, on the appointed date, have been transferred to the Resulting Company. The excess of assets over liabilities relating to the Diversified Business of ` 42,299 transferred as at April 01, 2012, has been adjusted in terms of the Scheme against the Reserves of the Company as under: a) b) c) d) Securities premium account General reserves Capital reserve Surplus from the statement of profit and loss 20,000 18,268 5 4,026 42,299 Disputed demands for excise duty, customs duty, income tax, sales tax and other matters Performance and financial guarantees given by the banks on behalf of the company Guarantees given by the Company on behalf of subsidiaries As at March 31, 2014 2013 2,338 2,273 19,946 20,618 5,036 2,597 The Company’s Indian operations have been established as units in Special Economic Zone and Software Technology Park Unit under plans formulated by the Government of India. As per the plan, the Company’s India operations have export obligations to the extent of net positive foreign exchange (i.e. foreign exchange inflow - foreign exchange outflow should be positive) over a five year period. The consequence of not meeting this commitment in the future would be a retroactive levy of import duties on certain hardware previously imported duty free. As at March 31, 129 Standalone Financial StatementsWipro Limited 2014, the Company has met all commitments required under the plan. Tax Demands: The Company had received tax demands aggregating to ` 42,883 (including interest of ` 12,907 ) arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore for the years ended March 31, 2001 to March 31, 2009. The appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2007. Further appeals have been filed by the Income tax authorities before the Honorable High Court. For the year ended March 31, 2008 and 2009, the appeal is pending before the Income Tax Appellate Tribunal. In March 2014, the Company received the draft assessment order, on similar grounds as that of earlier years, with a demand of ` 9,058 (including interest of ` 2,938) for the financial year ended March 31, 2010. Subsequent to the year end, the company has filed its objections against the said demand before the Dispute Resolution Panel. Considering the facts and nature of disallowance and the order of the appellate authority upholding the claims of the Company for earlier years, the Company expects that the final outcome of the above disputes to be in favor of the Company and impact on the company’s financial statements is not expected to be material. The Company is subject to legal proceedings and claims which have arisen in the ordinary course of its business. The resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. 34. Adoption of AS 30 The Company has applied the principles of AS 30, as per announcement by ICAI to the extent such principles of AS 30 does not conflict with existing accounting standards prescribed by Companies (Accounting Standards) Rules, 2006 (as amended) and other authoritative pronouncements. The Company has designated USD 220 million (2013: USD 357 million) and Euro 25 million (2013: Euro 40 million) of forward contracts as hedges of its net investments in non-integral foreign operations and has also designated a dollar-denominated foreign currency borrowing amounting to USD 150 Million during the current period (2013: Nil) as a hedging instrument to hedge net investment in non-integral foreign operations. The company had also designated a yen-denominated foreign currency borrowing in combination with Cross-Currency Interest Rate Swaps (CCIRS) amounting to JPY 24.5 billion, 130 as a hedging instrument to hedge net investment in a non-integral foreign operation which was repaid during quarter ended June 30, 2013. As equity investments in non-integral foreign subsidiaries/operations are stated at historical cost, in these standalone financial statements, the changes in fair value of derivative contracts and impact of restatement of foreign currency borrowing amounting to loss of (` 2,607) for the year ended March 31, 2014 has been recorded in the statement of profit and loss as part of other income [2013: (` 1,107)]. 35. Derivatives As at March 31, 2014 the Company has recognized gain of ` 569 [2013: ` 1,278] relating to derivative financial instruments (comprising foreign currency forward contract, option contracts and interest rate swap) that are designated as effective cash flow hedges in the shareholders’ fund. The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding as at: Particulars Designated derivative instruments Sell Interest rate swap Non designated derivative Instruments Cross currency swaps Sell Buy (In Million) As at March 31, 2014 2013 $ £ AUD € $ 516 $ 51 £ 9 AUD 78 € 150 $ 777 61 9 108 30 1,281 $ 99 AUD 112 £ 88 € ¥ $ AUD £ € JPY 490 JPY SGD 8 SGD ZAR 223 ZAR CAD 10 CAD $ ¥ - ¥ 31,511 1,598 60 73 87 - - - - 767 1,525 585 $ – ¥ As of the balance sheet date, the Company has net foreign currency exposures that are not hedged by a derivative instrument or otherwise amounting to ` 9,403 (2013: ` 19,749). 36. Finance lease receivables The Company provides lease financing for the traded and manufactured products primarily through finance leases. The finance lease portfolio contains only the normal collection risk with no important uncertainties with respect to future costs. These receivables are generally due in monthly, quarterly or semi-annual installments over periods ranging from 3 to 10 years. Standalone Financial StatementsAnnual Report 2013-14 The components of finance lease receivables are as follows: Gross investment in lease Not later than one year Later than one year and not later than five years Later than five years Unguaranteed residual values Unearned finance income Net investment in finance receivables As at March 31, 2014 2013 3,151 2,557 5,741 - 90 8,982 (892) 6,240 202 172 9,171 (1,269) 8,090 7,902 Present value of minimum lease receivables are as follows: As at March 31, 2014 8,090 2,948 5,059 - 83 2013 7,902 2,362 5,301 81 159 Present value of minimum lease payments receivables Not later than one year Later than one year and not later than five years Later than five years Unguaranteed residual value 37. Assets taken on lease Finance leases: The following is a schedule of present value of future minimum lease payments under finance leases, together with the value of the minimum lease payments as at March 31, 2014 Present value of minimum lease payments Not later than one year Later than one year and not later than five years Total present value of minimum lease payments Add: Amount representing interest Total value of minimum lease payments Operating leases: As at March 31, 2014 2013 571 1,060 1,631 242 1,873 148 504 652 248 900 The Company leases office, residential facilities and IT equipment’s under cancelable and non-cancelable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. Rental payments under such leases are ` 3,040 and ` 2,733 during the year ended March 31, 2014 and 2013, respectively. Details of contractual payments under non-cancelable leases are given below: Not later than one year Later than one year and not later than five years Later than five years Total 38. Employee benefit plans As at March 31, 2014 1,132 2,823 1,273 5,228 2013 1,189 3,516 1,865 6,570 Gratuity: In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employee’s last drawn salary and the years of employment with the Company. The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC), HDFC Standard Life, Tata AIG and Birla Sun Life (‘Insurer’). Under this plan, the settlement obligation remains with the Company, although the Insurer administers the plan and determines the contribution premium required to be paid by the Company. Change in the benefit obligation As at March 31, Projected benefit obligation (PBO) at the beginning of the year Balance transferred on account of demerger of diversified business Addition on account of amalgamation Service cost Interest cost Benefits paid Actuarial loss / (gain) PBO at the end of the year Change in plan assets Fair value of plan assets at the beginning of the year Balance transferred on account of demerger of diversified business Addition on account of amalgamation Expected return on plan assets Employer contributions Benefits paid Actuarial gain / (loss) Fair value of plan assets at the end of the year Present value of unfunded obligation Recognized liability 2014 2013 3,070 2,819 - (174) 37 537 262 (479) 255 3,682 - 452 235 (397) 135 3,070 As at March 31, 2014 2013 3,026 2,815 - 54 246 480 (479) 18 3,345 (337) (337) (147) - 205 506 (397) 44 3,026 (44) (44) 131 Standalone Financial StatementsWipro Limited The Company has invested the plan assets in the insurer managed funds. The expected rate of return on plan asset is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligation. Expected contribution to the fund during the year ending March 31, 2015 is ` 621. Net gratuity cost for the year ended March 31, 2014 and 2013 are as follows: Service cost Interest cost Past service cost Expected return on plan assets Actuarial loss / (gain) Net gratuity cost For the year ended March 31, 2014 537 262 - (246) 237 790 2013 452 235 (11) (205) 91 562 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Assumptions Discount rate Rate of increase in compensation levels Rate of return on plan assets As at March 31, 2014 8.90% 8% 2013 7.80% 5% 8.50% 8% Details for the present value of defined obligation, fair value of assets, surplus/(deficit) of assets and experience adjustments of current year and preceding four years are as under: As at March 31, 2012 2011 2013 2010 2014 Experience adjustments: On Plan liabilities On Plan assets Present value of benefit obligation Fair value of plan assets Excess of (obligations over plan assets)/ plan assets over obligations (22) 17 (50) 44 (140) 52 (55) 15 84 18 3,682 3,070 2,819 2,448 2,023 3,345 (337) 3,026 (44) 2,815 (4) 2,339 (109) 1,932 (91) The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. 132 Superannuation: Apart from being covered under the gratuity plan, the employees of the Company also participate in a defined contribution plan maintained by the Company. This plan is administered by the Life Insurance Corporation of India and ICICI Prudential Insurance Company Limited. The Company makes annual contributions based on a specified percentage of each covered employee’s salary. For the year ended March 31, 2014, the Company has contributed (net) ` 332 to superannuation fund [2013: contribution recognized ` 12], in the statement of profit and loss. Provident fund (PF): In addition to the above, all employees receive benefits from a provident fund. The employee and employer each make monthly contributions to the plan equal to 12% of the covered employee’s salary. A portion of the contribution is made to the provident fund trust established by the Company, while the remainder of the contribution is made to the Government administered pension fund. The interest rate payable by the trust to the beneficiaries is regulated by the statutory authorities. The Company has an obligation to make good the shortfall, if any, between the returns from its investments and the administered rate. The details of fund and plan assets are given below: Change in the benefit obligation As at March 31, Fair value of plan assets Present value of defined benefit obligation Net (shortfall)/excess 2014 24,632 24,632 2013 21,004 21,004 - - The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: Assumptions Discount rate Average remaining tenure of investment portfolio Guaranteed rate of return As at March 31, 2014 8.90% 6 years 2013 7.80% 6 years 8.75% 8.50% For the year ended March 31, 2014, the Company contributed ` 2,367 (2013: ` 2,202) towards provident fund. 39. Employee stock option (i) Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans (collectively “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest over a period of five years from the date of grant. Upon vesting, the employees can acquire one equity share for every option. The maximum contractual term for these stock option plans is generally 10 years. Standalone Financial StatementsAnnual Report 2013-14 (ii) (iii) The stock compensation cost is computed under the intrinsic value method and amortised on a straight line basis over the total vesting period of five years. The intrinsic value on the date of grant approximates the fair value. For the year ended March 31, 2014, the Company has recorded stock compensation expense of ` 535 (2013: ` 804). The compensation committee of the board evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period subject to fulfillment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price determined on the date of grant of options. The particulars of options granted under various plans are tabulated below (The number of shares in the table below is adjusted for any stock splits and bonus shares issues). Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans The activity in these stock option plans is summarized below: A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as follows: Name of Plan Wipro Employee Stock Option Plan 1999 (1999 Plan) Wipro Employee Stock Option Plan 2000 (2000 Plan) Stock Option Plan (2000 ADS Plan) Wipro Restricted Stock Unit Plan (WRSUP 2004 plan) Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan) Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan) Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan) Authorised Shares Range of Exercise Prices 50,000,000 ` 171 – 490 250,000,000 ` 171 – 490 15,000,000 US$ 3 – 7 20,000,000 ` 2 20,000,000 US$ 0.04 20,000,000 ` 16,666,667 ` 2 2 Outstanding at the beginning of the period (1) Granted Exercised Forfeited and lapsed Effect of demerger (1) Outstanding at the end of the period Exercisable at the end of the period As at March 31, Range of Exercise Prices ` 480 – 489 ` 2 US$ 0.04 ` 480 – 489 ` 2 US$ 0.04 ` 480 – 489 ` 2 0.04 US$ ` 480 – 489 ` 2 US$ 0.04 ` 480 – 489 ` 2 US$ 0.04 ` 480 – 489 ` 2 US$ 0.04 ` 480 – 489 ` 2 0.04 US$ 2014 Number Weighted Average Exercise Price 33,636 ` 11,502,173 ` 2,727,802 US$ — ` 5,000 ` 25,000 US$ — ` (2,944,779) ` (437,764) US$ — ` (555,040) ` (218,546) US$ — ` — ` — US$ 33,636 ` 8,007,354 ` 2,096,492 US$ 13,455 ` 5,518,608 ` 342,562 US$ 480.20 2 0.04 — 2 0.04 — 2 0.04 — 2 0.04 — — — 480.20 2 0.04 480.20 2 0.04 2013 Number Weighted Average Exercise Price 30,000 ` 10,607,038 ` 2,173,692 US$ — ` 3,573,150 ` 1,352,000 US$ — ` (3,265,830) ` (912,672) US$ — ` (655,662) ` (180,116) US$ 3,636 ` 1,243,478 ` 294,897 US$ 33,636 ` 11,502,173 ` 2,727,802 US$ — ` 7,111,160 ` 541,959 US$ 480.20 2 0.04 — 2 — — 2 0.04 — 2 0.04 — 2 0.04 480.20 2 0.04 — 2 0.04 (1) An adjustment of one employee stock option for every 8.25 employee stock option held has been made, as of the Record Date of the Demerger, for each eligible employee pursuant to the terms of the Scheme. 133 Standalone Financial StatementsWipro Limited The following table summarizes information about outstanding stock options: Range of Exercise price ` 480 – 489 ` 2 0.04 US$ Numbers 33,636 8,007,354 2,096,492 2014 Weighted Average Remaining Life (Months) 24 36 44 Weighted Average Exercise Price ` ` US$ 480.20 2 0.04 2013 Weighted Average Remaining Life (Months) 36 37 50 Weighted Average Exercise Price ` ` US$ 480.20 2 0.04 Numbers 33,636 11,502,173 2,727,802 The weighted-average grant-date fair value of options granted during the year ended March 31, 2014 was ` 676.73 (2013: ` 406.26) for each option. The weighted average share price of options exercised during the year ended March 31, 2014 was ` 462.60 (2013: ` 384.52) for each option. The movement in Restricted Stock Unit reserve is summarized below: Opening balance Less: Amount transferred to share premium Add: Amortisation* Add: Amortisation in respect of share based compensation to the resulting company Closing balance For the year ended March 31, 2014 549 (904) 560 104 309 2013 906 (1,303) 839 107 549 * Includes amortisation expense relating to options granted to employees of the Company’s subsidiaries, amounting to ` 25 (2013: ` 35). This expense has been debited to respective subsidiaries. 40. Provisions Provision for warranty represent cost associated with providing sales support services which are accrued at the time of recognition of revenues and are expected to be utilized over a period of 1 to 2 years from the balance sheet date. Other provisions primarily include provisions for tax related contingencies and litigations. The timing of cash outflows in respect of such provision cannot be reasonably determined. The activity in the provision balance is summarized below: Provision at the beginning of the year Additions during the year, net Utilized/Reversed during the year Provision at the end of the year Non-current portion Current portion 41. Earnings per share For the year ended March 31, 2014 For the year ended March 31, 2013 Provision for Warranty Others – taxes Provision for Warranty Others - taxes 283 284 (285) 282 6 276 869 270 (108) 1,031 - 1,031 290 360 (368) 283 6 277 815 58 (4) 869 - 869 The computation of equity shares used in calculating basic and diluted earnings per share is set out below: Weighted average equity shares outstanding Share held by controlled trusts Weighted average equity shares for computing basic EPS Dilutive impact of employee stock options Weighted average equity shares for computing diluted EPS Net income considered for computing EPS (` in Million) 134 Year ended March 31, 2014 2,471,385,646 (16,640,212) 2,454,745,434 6,503,042 2,461,248,476 73,874 2013 2,468,060,030 (14,841,271) 2,453,218,759 4,674,126 2,457,892,885 56,502 Standalone Financial StatementsAnnual Report 2013-14 42. There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at March 31, 2014 (2013: Nil). This information has been determined to the extent such parties have been identified on the basis of information available with the Company. 43. Details of Non-current investments (i) Investments in unquoted equity instruments (fully paid up) of Subsidiaries [Trade] Name of the subsidiary No. of shares Currency Face value As at March 31, Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Technology Services Limited* Wipro Energy IT Services India Private Limited* 2014 94,000 66,171 2013 94,000 66,171 - - 39,284,680 879,136 Wipro Holdings (Mauritius) Limited 105,448,318 105,448,318 Wipro Australia Pty Limited Wipro LLC Wipro Japan KK 25,000 180,678 650 16 25,000 180,678 650 - ` ` ` ` USD AUD USD JPY JPY Wipro Shanghai Limited Refer note 1 below Wipro Cyprus Private Limited 163,611 149,609 3D Networks Pte Limited 28,126,108 28,126,108 Planet PSG Pte Limited Wipro Chengdu Limited 1,472,279 1,472,279 Refer note 1 below Wipro Airport IT Services Limited 3,700,000 3,700,000 ` Euro SGD SGD 10 10 10 10 1 1 2,500 50,000 97,650,000 1 1 1 10 2014 22 1 - - 4,747 1 23,135 10 1002 9 18,903 1,271 94 24 37 2013 22 1 6,205 886 4,747 1 19,918 10 - 9 17,197 1,271 94 24 37 49,256 50,422 Note 1 - As per the local laws of People’s Republic of China, there is no concept of issuance of Share Certificate. Hence the investment by the Company is considered as equity contribution. * Investment in these entities have been adjusted in the reserves on account of amalgamation (refer note 45). (ii) Investments in unquoted preference shares (Fully paid up) of Subsidiary [Trade] Name of the subsidiary No. of shares Currency Face value As at March 31, 9% cumulative redeemable preference shares held in Wipro Trademarks Holding Limited (a) 1,800 1,800 ` 10 - - 2014 2013 2014 2013 (a) value of investment is less than one million rupees. (iii) Investments in equity instruments – Others (fully paid up) Particulars No. of shares Currency Face value As at March 31, Opera Solutions LLC Axeda Corporation Mycity Technology Limited Wep Peripherals Limited 2014 2013 1,593,365 5,462,287 44,935 306,000 - - - - USD USD ` ` 0.001 0.001 10 10 2014 2,360 283 45 24 2,712 2013 - - - - - 135 Standalone Financial StatementsWipro Limited 44. Details of current investments (i) Investments in Indian money market mutual funds Fund House Number of Units as at March 31, Balances as at March 31, Reliance Mutual Fund Birla sunlife Mutual Fund IDFC Mutual Fund Franklin Templeton Mutual Fund ICICI Prudential Mutual Fund L&T Mutual Fund SBI Mutual Fund HDFC Mutual Fund JP Morgan Mutual Fund Religare Invesco Mutual Fund Tata Mutual Fund Kotak Mahindra Mutual Fund Deutsche Mutual Fund 2014 204,454,734 256,738,978 108,971,467 38,151,444 78,353,120 610,329 624,151 77,319,989 50,317,473 41,853,497 30,000,000 88,853 18,438,357 2013 15,547,130 11,793,818 18,721,738 - 22,303,275 - 20,000,000 40,262,187 - 205,307 - 4,666,952 - 2014 4,846 4,357 1,428 1,297 1,273 1,070 1,025 781 608 578 300 207 193 17,963 2013 1,711 500 2,434 - 1,121 - 200 500 - 311 - 207 - 6,984 (ii) Investments in debentures – Others (Fully paid up) Particulars No. of shares/units Currency Face value As at March 31, Debentures in Citicorp Finance (India) Limited 2014 505 2013 500 ` 100,000 2014 51 2013 42 (iii) Investments in certificate of deposits/ commercial papers and bonds Particulars As at March 31, LIC Housing Finance Limited Sundaram Finance Limited Power Finance Corporation Limited Mahindra & Mahindra Financial Services Kotak Mahindra Prime Limited IDFC Limited L&T Finance Limited Government of India Bonds ILFS Limited L&T Infrastructure Finance Limited Bajaj Finance Limited Canara Bank HDFC Bank GIC Housing Finance Limited NABARD Exim Bank IRFC Bharath Aluminium Co Limited E.I.D. Parry SIDBI Tata Capital Financial Services Limited 136 2014 7,170 4,151 3,613 3,576 3,004 2,607 1,940 1,821 1,696 1,663 1,495 1,470 1,453 1,435 649 504 500 490 343 301 248 2013 3,034 2,356 961 - - 2,518 1,213 2,000 - - 955 6,926 1,695 955 2,757 500 - - - - - Standalone Financial StatementsAnnual Report 2013-14 Particulars Tube Investments SAIL Syndicate Bank Kotak Mahindra Bank Indian Bank National Housing Bank State Bank of Mysore Corporation Bank IDBI Bank State Bank of Patiala ING Vysya Bank Bank of Baroda ICICI Bank Federal Bank Punjab & Sind Bank State Bank of Bikaner & Jaipur Axis Bank Punjab National Bank State Loan Deposit Total 45. Amalgamation of Companies As at March 31, 2014 150 99 - - - - - - - - - - - - - - - - - 40,378 2013 - 100 5,214 4,546 3,221 3,016 1,705 1,680 1,525 1,436 955 929 567 479 479 479 475 470 255 53,400 The Company has two wholly owned subsidiaries namely, Wipro Technology Services Limited (‘WTS’) and Wipro Energy IT Services Private Limited (‘WEITSL’) who are engaged in the business of providing information technology services including software maintenance and support services. During the current year, WTS and WEITSL have been amalgamated with the Company in terms of the scheme of amalgamation (‘Scheme’) sanctioned by the Honorable High Court of Karnataka pursuant to its Order dated March 28, 2014. The Scheme became effective on April 9, 2014 with appointed date of April 1, 2013 when the sanction of the Honorable High Court of Karnataka and filing of the certified copy of the same with the Registrar of Companies. The Scheme has been accounted for under the ‘pooling of interest method’ as prescribed under AS 14 as per the terms of the Court Order. Since the subsidiaries amalgamated were wholly owned subsidiaries of the Company, there was no exchange of shares to effect the amalgamation. The difference between the amounts recorded as investments of the Company and the amount of share capital of the aforesaid amalgamating subsidiaries have been adjusted in the reserves. 46. Related party relationships and transactions List of subsidiaries as at March 31, 2014 are provided in the table below. Subsidiaries Subsidiaries Wipro LLC (formerly Wipro Inc) Wipro Gallagher Solutions Inc Opus Capital Markets Consultants LLC Opus Technology Services LLC Infocrossing Inc. Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC] Wipro Insurance Solution LLC Country of Incorporation USA USA USA USA USA USA 137 Standalone Financial StatementsWipro Limited Subsidiaries Subsidiaries Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (Mauritius) Limited Wipro Cyprus Private Limited Wipro Holdings UK Limited Wipro Doha LLC# Wipro Technologies S.A DE C. V Wipro BPO Philippines LTD. Inc Wipro Holdings Hungary Korlátolt Felelősségű Társaság Wipro Technologies Argentina SA Wipro Information Technology Egypt SAE Wipro Arabia Limited* Wipro Poland Sp Zoo Wipro IT Services Poland Sp. z o. o Wipro Outsourcing Services UK Limited Wipro Technologies South Africa (Proprietary) Limited Wipro Information Technology Netherlands BV Wipro Holding Austria GmbH(A) 3D Networks (UK) Limited Wipro Europe Limited (A) Wipro Technologies Nigeria Limited Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Wipro Technology Chile SPA Wipro Technologies Canada Limited Wipro Information Technology Kazakhstan LLP Wipro Technologies W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limited Wipro Technologies Norway AS Wipro Technologies VZ, C.A. Wipro Technologies SRL PT WT Indonesia 138 Country of Incorporation Japan China India India Mauritius U.K. Austria U.K. U.K. Cyprus Qatar Mexico Philippines Hungary Argentina Egypt Saudi Arabia Poland Poland U.K. South Africa Nigeria Netherland Portugal Russia Chile Canada Kazakhstan Costa Rica Ireland Norway Venezuela Romania Indonesia Standalone Financial StatementsAnnual Report 2013-14Subsidiaries Subsidiaries Wipro Australia Pty Limited Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) (A) Wipro Technocentre (Singapore) Pte Limited Wipro (Thailand) Co Limited Wipro Bahrain Limited WLL Wipro Gulf LLC Wipro Technologies Spain S.L. Wipro Technologies SDN BHD Wipro Networks Pte Limited (formerly 3D Networks Pte Limited) Planet PSG Pte Limited Wipro Chengdu Limited Wipro Airport IT Services Limited* Country of Incorporation Australia Australia Singapore Thailand Bahrain Sultanate of Oman Spain Singapore Singapore Malaysia China India In addition to above, the Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’ and Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD incorporated in South Africa. * All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Limited and 74% of the equity securities of Wipro Airport IT Services Limited. # 51% of equity securities of Wipro Doha LLC are held by a local share holder. However, the beneficial interest in these holdings is with a wholly owned subsidiary of the company. (A) Step Subsidiary details of Wipro Holding Austria GmbH, Wipro Portugal S.A, Wipro Europe Limited and Wipro Promax Holdings Pty Ltd are as follows: Subsidiaries Wipro Holding Austria GmbH Wipro Europe Limited (formerly SAIC Europe Limited) Wipro Portugal S.A. Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) Subsidiaries Country of Incorporation Wipro Technologies Austria GmbH New Logic Technologies SARL Wipro UK Limited Wipro Europe SARL SAS Wipro France Wipro Retail UK Limited Wipro do Brasil Technologia Ltda Wipro Technologies Gmbh Wipro Promax Analytics Solutions Pty Ltd (formerly Promax Applications Group Pty Ltd) Wipro Promax IP Pty Ltd (formerly PAG IP Pty Ltd) Wipro Promax Analytics Solutions (Europe) Limited [formerly Promax Analytics Solutions (Europe) Ltd] Austria France U.K. France France U.K. Brazil Germany Australia Australia UK 139 Standalone Financial StatementsWipro Limited Country of Incorporation India India Name of other related parties Nature % of holding Fully controlled trust Fully controlled trust Wipro Equity Reward Trust Wipro Inc Benefit Trust Azim Premji Foundation (I) Pvt. Ltd. Hasham Traders (partnership firm) Prazim Traders (partnership firm) Zash Traders (partnership firm) Regal Investment & Trading Company Private Limited Vidya Investment & Trading Company private Limited Napean Trading & Investment Company Private Limited Azim Premji Trust Wipro Enterprises Limited (formerly known as Azim Premji Custodial Services Private Limited) Wipro Enterprises Cyprus Limited (formerly WMNETSERV Limited) Wipro Singapore Pte Limited Wipro Unza Holdings Limited Wipro Infrastructure Engineering AB Key management personnel Azim Premji Suresh C Senapaty T K Kurien Trust Trust Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Chairman and Managing Director Chief Financial Officer and Executive Director Chief Executive Officer and Executive Director Relative of key management personnel Rishad Premji The Company has the following related party transactions: Transaction / Balances Subsidiaries / Trusts Sales of services Sale of products Purchase of services Purchase of products Assets purchased / capitalized Dividend paid Commission paid Rent paid Rent Income Dividend payable Remuneration paid Interest income Interest expense Corporate guarantee commission Loans and advances given 140 2014 14,239 - 9,913 - - 133 432 48 - 83# - 18 4 96 - 2013 9,246 - 7,937 - - 89 474 33 - 74# - 33 - 91 1,908 Entities controlled by Directors 2014 126 17 - 3 66 13,733 - - 39 8,583 - - 32 - - 2013 12 9 2 45 196 10,995 - - - 9,162 - - - 27 - Key Management Personnel@ 2014 - - - - - 765 - 3 - 478 211 - - - - 2013 - - - - - 573 - 8 - 478 129 - - - - Standalone Financial StatementsAnnual Report 2013-14 Transaction / Balances Repayment of loans and advances given Balances as at the year end Receivables** Payables** Subsidiaries / Trusts 2014 928 2013 3,563 Entities controlled by Directors 2014 - 2013 - Key Management Personnel@ 2014 - 2013 - 17,551* 10,310 17,942* 3,281 257 9,416 2,032** 15,197** - 574 - 523 # Represents dividend payable to Wipro Inc Benefit Trust and Wipro Equity Reward Trust. @ Including relative of key management personnel. * Includes the following balances being in the nature of loans given to subsidiaries of the Company including interest accrued, where applicable and inter-corporate deposits with subsidiary. ** Pursuant to the scheme of demerger the receivables/payables by the company to the Resulting Company will be settled on a net basis. Loan amounts outstanding from subsidiaries: Name of the entity Wipro Cyprus Private Limited Wipro Australia Pty Limited Wipro LLC (formerly Wipro Inc.) Balance as at March 31, 2014 1,770 - - 2013 1,607 928 - Maximum amount due during the year 2014 1,851 973 - The following are the significant related party transactions during the year ended March 31, 2014 and 2013: Year ended March 31, Sale of services Wipro LLC (formerly Wipro Inc.) Wipro Networks Pte Limited Sale of products Wipro Enterprises Limited Purchase of services Infocrossing Inc Wipro Technologies SRL Wipro Retail UK Limited Wipro Portugal S.A Wipro LLC (formerly Wipro Inc.) Purchase of products Wipro Enterprises Limited Asset purchased / capitalized Wipro Enterprises Limited Dividend paid Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Commission paid Wipro Japan KK Wipro Technologies Gmbh 2014 5,270 2,923 17 2,860 908 76 823 1,672 3 66 2,968 3,623 3,613 3,438 206 226 2013 1,935 1,914 2,007 2013 4,434 - - 2,335 1,089 1,301 54 321 45 196 3,263 3,250 3,242 1,171 355 119 141 Standalone Financial StatementsWipro LimitedYear ended March 31, 2014 2013 48 39 1,855 2,265 2,258 2,149 102 31 66 - 18 32 4 - 42 - 13 33 - - - 928 32 - 1,855 2,402 2,395 2,454 40 27 53 1 32 - - 27 29 41 11 - 1,908 2,007 475 1,081 The Company has calculated its tax liability after considering the provisions of law relating to Minimum Alternative Tax (MAT). As per the Act, any excess of MAT paid over the normal tax payable can be carried forward and set off against the future tax liabilities. Accordingly an amount of ` 1,838 is included under ‘Long term loans and advances’ in the balance sheet as at March 31, 2014 (March 31, 2013: ` 1,779). i) Tax expenses provision includes reversal of tax provision in respect of earlier periods no longer required amounting to ` 1,121 for the year ended March 31, 2014 (2013: ` 868) and MAT credit of Nil for the year ended March 31, 2014 (2013: ` 719). Rent paid Wipro Holding UK Limited Rental Income Wipro Enterprises Limited Dividend payable Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Remuneration paid to key management personnel Azim Premji Suresh C Senapaty T K Kurien Interest income Wipro Cyprus Private Limited Wipro Australia Pty Limited Interest expense Wipro Enterprises Limited Wipro LLC (formerly Wipro Inc.) Corporate guarantee commission Wipro Infrastructure Engineering AB Infocrossing Inc Wipro Holding UK Limited Wipro LLC (formerly Wipro Inc.) Wipro Arabia Limited Loans and advances given Wipro Australia Pty Limited Repayment of loans and advances given Wipro LLC (formerly Wipro Inc.) Wipro Cyprus Private Limited Wipro Australia Pty Limited 47. Income Tax The provision for taxation includes tax liability in India on the Company’s worldwide income. The tax has been computed on the worldwide income as reduced by the various deductions and exemptions provided by the Income tax Act in India (Act) and the tax credit in India for the tax liabilities payable in foreign countries. Most of the Company’s operations are through units in Special Economic Zone and Software Technology Parks (‘STPs’). Income from STPs is not eligible for deduction from April 01, 2011. Income from SEZ’s are eligible for 100% deduction for the first 5 years, 50% deduction for the next 5 years and 50% deduction for another 5 years subject to fulfilling certain conditions. 142 Standalone Financial StatementsAnnual Report 2013-14 ii) The components of the deferred tax (net) are as follows: Deferred tax assets (DTA) Accrued expenses and liabilities Allowances for doubtful debts Others Deferred tax liabilities (DTL) Amortisation of goodwill Deferred revenue Fixed assets Others Net DTA/(DTL) The Net DTA / (DTL) of ` 108 (2013: ` 623) has the following breakdown: Deferred tax asset Deferred tax liabilities Net DTA/(DTL) As at March 31, 2014 1,418 1,585 - 3,003 183 1,196 1,513 3 2,895 108 As at March 31, 2014 1,487 (1,379) 108 2013 1,460 1,138 58 2,656 130 398 1,505 - 2,033 623 2013 1,151 (528) 623 48. The Company publishes standalone financial statements along with the consolidated financial statements in the annual report. In accordance with Accounting Standard 17, Segment Reporting, the Company has disclosed the segment information in the consolidated financial statements. 49. Additional information pursuant to Schedule VI (i) Value of imported and indigenous materials consumed Raw Materials Imported Indigenous (ii) Value of imports on CIF basis (Does not include value of imported items locally purchased) Raw materials, components and peripheral Stores and spares Capital goods For the year ended March 31, 2014 % 69 31 100 ` 1,416 637 2,053 2013 % 68 32 100 ` 2,426 1,116 3,542 For the year ended March 31, 2014 15,242 147 1 15,390 2013 21,017 189 - 21,206 143 Standalone Financial StatementsWipro Limited (iii) Activities in foreign currency a) Expenditures Traveling and onsite allowance Interest Royalty Professional fees Subcontracting charges Foreign taxes Dividend Others b) Earnings Export of goods on F.O.B basis Income from sale of services and products Agency commission Dividend remitted in foreign currencies: Final Dividend Net amount remitted (` in Million) Number of shares held by non-resident shareholders Number of foreign shareholders Financial year to which final dividend relates Interim Dividend Net amount remitted (` in Million) Number of shares held by non-resident shareholders Number of foreign shareholders Financial year to which interim dividend relates For the year ended March 31, 2014 2013 105,395 178 388 10,877 14,874 3,433 0.27 12,752 147,897.27 7,654 336,754 280 344,688 82,744 224 713 7,261 14,352 3,896 0.22 11,495 120,685.22 8,179 272,582 264 281,025 For the year ended March 31, 2014 0.20 40,824 6 2012-13 2013 0.15 38,501 7 2011-12 For the year ended March 31, 2014 0.07 25,656 5 2013-14 2013 0.07 36,831 6 2012-13 As per our report of even date attached For and on behalf of the Board of Directors for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 Azim Premji Chairman & Managing Director N Vaghul Director B C Prabhakar Director Suresh C Senapaty Chief Financial Officer & Executive Director T K Kurien Chief Executive Officer & Executive Director V Ramachandran Company Secretary 144 Standalone Financial StatementsAnnual Report 2013-14 INDEPENDENT AUDITORS’ REPORT To the Board of Directors of Wipro Limited We have audited the accompanying consolidated financial statements of Wipro Limited (‘the Company’) and its subsidiaries (collectively called ‘the Group’), which comprise the consolidated balance sheet as at March 31, 2014, the consolidated statement of profit and loss and the consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the requirements of Accounting Standard 21, Consolidated Financial Statements issued by the Institute of Chartered Accountants of India (‘ICAI’). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the consolidated balance sheet, of the state of affairs of the Group as at March 31, 2014; (b) in the case of the consolidated statement of profit and loss, of the profit of the Group for the year ended on that date; and (c) in the case of the consolidated cash flow statement, of the cash flows of the Group for the year ended on that date. Emphasis of matter Without qualifying our opinion, we draw attention to note 29 to the consolidated financial statements that describes the principles of Accounting Standard (AS) 30, Financial Instruments: Recognition and Measurements, followed by the Group, which has not currently been notified by the National Advisory Council for Accounting Standards pursuant to the Companies (Accounting Standards) Rules, 2006 as per Section 211(3C) of the Companies Act, 1956. Had the Company not followed the principles of AS 30, the profit after taxation for the year ended March 31, 2014 would have been lower by ` 839 million. for BSR & Co. LLP Chartered Accountants Firm registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 145 Consolidated Financial StatementsWipro LimitedConsolidated Financial Statements CONSOLIDATED BALANCE SHEET (` in millions, except share and per share data, unless otherwise stated) Notes As of March 31, 2014 2013 EQUITY AND LIABILITIES Shareholders’ funds Share capital Reserves and surplus Share application money pending allotment (1) Minority interest Non-current liabilities Long term borrowings Deferred tax liabilities Other long term liabilities Long term provisions Current Liabilities Short term borrowings Trade payables Other current liabilities Short term provisions TOTAL EQUITY AND LIABILTIES ASSETS Non-current assets Goodwill Fixed assets Tangible assets Intangible assets Capital work-in-progress Non-current investments Deferred tax assets Long term loans and advances Other non-current assets Current assets Current investments Inventories Trade receivables Cash and bank balances Short term loans and advances Other current assets TOTAL ASSETS Significant accounting policies 3 4 5 6 36(ii) 7 8 9 10 11 12 13 14 15 36(ii) 16 17 18 19 20 21 22 23 2 4,930 316,357 321,287 – 1,387 10,909 1,679 2,300 3,036 17,924 39,433 52,102 27,654 37,095 156,284 496,882 58,416 47,671 404 3,691 2,712 1,553 30,463 5,521 150,431 58,752 2,293 85,467 114,201 33,505 52,233 346,451 496,882 4,924 260,722 265,646 – 1,171 853 528 166 2,821 4,368 42,239 48,358 40,427 34,530 165,554 436,739 54,282 45,382 299 4,066 – 1,022 25,584 5,469 136,104 67,646 3,263 76,698 84,838 26,107 42,083 300,635 436,739 (1) value is less than one million rupees The notes referred to above forms an integral part of the balance sheet As per our report of even date attached For and on behalf of the Board of Directors for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 146 Azim Premji Chairman & Managing Director N Vaghul Director B C Prabhakar Director Suresh C Senapaty Chief Financial Officer & Executive Director T K Kurien Chief Executive Officer & Executive Director V Ramachandran Company Secretary Consolidated Financial StatementsAnnual Report 2013-14 CONSOLIDATED STATEMENT OF PROFIT AND LOSS (` in millions, except share and per share data, unless otherwise stated) Notes For the year ended March 31, 2014 2013 REVENUE Revenue from operations (gross) Less: Excise duty Revenue from operations (net) Other income Total Revenue EXPENSES Cost of materials consumed Purchases of stock-in-trade Changes in inventories of finished goods, work in progress and stock-in- trade Employee benefits expense Finance costs Depreciation, amortisation and impairment charge Other expenses Total Expenses Profit before tax and minority interest Tax expense Current tax Deferred tax Total tax expense Profit after tax Minority interest Net Profit Earnings per equity share (Equity shares of par value ` 2 each) Basic Computed on the basis of total profits Diluted Computed on the basis of total profits Significant accounting policies 434,317 79 434,238 19,219 453,457 2,053 27,689 55 206,815 3,834 10,594 101,273 352,314 101,143 20,708 526 21,234 79,909 (438) 79,471 32.37 32.29 374,331 31 374,300 14,405 388,705 3,542 27,475 (183) 179,940 2,894 9,397 86,952 310,017 78,688 16,726 139 16,865 61,823 (322) 61,501 25.07 25.02 24 25 26 27 36(i) 38 2 The notes referred to above forms an integral part of the statement of profit and loss As per our report of even date attached For and on behalf of the Board of Directors for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 Azim Premji Chairman & Managing Director N Vaghul Director B C Prabhakar Director Suresh C Senapaty Chief Financial Officer & Executive Director T K Kurien Chief Executive Officer & Executive Director V Ramachandran Company Secretary 147 Consolidated Financial StatementsWipro Limited Consolidated Financial Statements CONSOLIDATED CASH FLOW STATEMENT Year ended March 31, (` in millions) A. Cash flows from operating activities: Profit before tax Adjustments: Depreciation, amortisation and impairment charge Amortisation of stock compensation Exchange difference, net Impact of cash flow hedges, net Interest on borrowings Dividend / interest income Profit on sale of investments Gain on sale of fixed assets Working capital changes: Trade receivables and unbilled revenue Loans and advances and other assets Inventories Liabilities and provisions Net cash generated from operations Direct taxes paid, net Net cash generated from operating activities B. Cash flows from investing activities: Acquisition of fixed assets incuding capital advances Proceeds from sale of fixed assets Purchase of investments Proceeds from sale / maturity of investments Cash tranferred pursuant to demerger Impact of net investment hedging activities, net Investment in inter-corporate deposits Refund of inter-corporate deposits Payment for acquisitions of business, net of cash acquired Dividend / interest received Net cash used in investing activities C. Cash flows from financing activities: Proceeds from exercise of employee stock options Interest paid on borrowings Dividends paid including distribution tax Repayment of loans and borrowings Proceeds from loans and borrowings Net cash used in financing activities Net increase in cash and cash equivalents during the year Cash and cash equivalents at the beginning of the year Effect of exchange rate changes on cash and cash equivalent Cash and cash equivalents at the end of the year (refer note 21) The notes referred to above forms an integral part of the cash flow statement As per our report of even date attached For and on behalf of the Board of Directors 2014 101,143 10,594 560 1,077 - 819 (12,826) (1,545) (55) (15,662) (8,910) 970 13,468 89,633 (21,733) 67,900 (8,891) 1,091 (465,801) 473,531 (3,093) (5,315) (13,905) 10,865 (2,984) 11,729 (2,773) 6 (936) (23,289) (118,258) 106,782 (35,695) 29,432 84,838 (69) 114,201 2013 78,688 9,397 839 1,308 (25) 858 (9,055) (2,247) (6) (6,474) (1,248) (399) 8,881 80,517 (16,576) 63,941 (8,748) 235 (492,158) 456,011 (3,206) (2,667) (12,460) 11,410 (2,370) 7,972 (45,981) 9 (853) (17,066) (101,799) 108,305 (11,404) 6,556 77,666 616 84,838 for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 148 Azim Premji Chairman & Managing Director N Vaghul Director B C Prabhakar Director Suresh C Senapaty Chief Financial Officer & Executive Director T K Kurien Chief Executive Officer & Executive Director V Ramachandran Company Secretary Consolidated Financial StatementsAnnual Report 2013-14 NOTES TO THE FINANCIAL STATEMENTS (` in millions, except share and per share data, unless otherwise stated) 1. Company overview Wipro Limited (“Wipro” or the “Parent”), together with its subsidiaries (collectively, “the Company” or “the Group”) is a leading India based provider of IT Services, including Business Process Outsourcing (BPO) services and IT products, globally. During the previous year ended March 31, 2013, the Company had initiated and completed the demerger of other businesses such as consumer care and lighting, infrastructure engineering business and other non IT business of the Company (collectively, the “Diversified Business”, refer note 28 for further details) into Wipro Enterprises Limited (“Resulting Company”), a company incorporated under the laws of India. Wipro is headquartered in Bangalore, India. 2. Significant accounting policies i. Basis of preparation of financial statements The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis, except for certain financial instruments which are measured on a fair value basis. GAAP comprises Accounting Standards (AS), issued by the Institute of Chartered Accountants of India (ICAI) and other generally accepted accounting principles in India. ii. Principles of consolidation The consolidated financial statements have been prepared on the following basis: – – The consolidated financial statements include the financial statements of Wipro and all its subsidiaries, which are more than 50% owned or controlled. The financial statements of the parent company and its majority owned / controlled subsidiaries have been combined on a line by line basis by adding together the book values of all items of assets, liabilities, incomes and expenses after eliminating all inter- company balances / transactions and resulting unrealized gain / loss. The excess of the cost to the parent of its investments in a subsidiary over the parent’s portion of equity at the date on which investment in the subsidiary is made, is recognised as ‘Goodwill’. When the cost to the parent of its investment in a subsidiary is less than the parent’s portion of equity of the subsidiary at the date on which investment in the subsidiary is made, the difference is treated as ‘Capital Reserve’ in the consolidated financial statements. – Minority interest in the net assets of consolidated subsidiaries consists of: a) b) the amount of equity attributable to the minorities at the dates on which investment in a subsidiary is made; and the minorities share of movements in equity since the date of parent-subsidiary relationship came into existence. Minority interest in share of net result for the year is identified and adjusted against the profit after tax. Excess of loss, if any, attributable to the minority over and above the minority interest in the equity of the subsidiaries is absorbed by the Company. – The consolidated financial statements are prepared using uniform accounting policies for similar transactions and other events in similar circumstances. iii. Use of estimates The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the disclosure of contingent liabilities as at the date of financial statements and reported amounts of income and expenses during the year. Estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected. iv. Tangible assets, intangible assets and capital work- in-progress Fixed assets are stated at historical cost less accumulated depreciation and impairment loss, if any. Costs include expenditure directly attributable to the acquisition of the asset. Borrowing costs directly attributable to the construction or production of qualifying assets are capitalized as part of the cost. Intangible assets are stated at the consideration paid for acquisition less accumulated amortization and impairment loss, if any. Cost of fixed assets not ready for use before the balance sheet date is disclosed as capital work-in-progress. Advances paid towards the acquisition of fixed assets outstanding as of each balance sheet date is disclosed under long term loans and advances. v. Investments Non-current investments are stated at cost less other than temporary diminution in the value of such investments, if 149 Consolidated Financial StatementsWipro Limited any. Current investments are valued at lower of cost and fair value determined by category of investment. The fair value is determined using quoted market price/market observable information adjusted for cost of disposal. On disposal of the investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss. vi. Inventories Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined using the weighted average method. Cost of work-in-progress and finished goods include material cost and appropriate share of manufacturing overheads. Cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. vii. Provisions and contingent liabilities Provisions are recognised when the Company has a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Provision for onerous contracts is recognized when the expected benefits to be derived from the contract are lower than the unavoidable cost of meeting the future obligations under the contract. viii. Revenue recognition Services: The Company recognizes revenue when the significant terms of the arrangement are enforceable, services have been delivered and the collectability is reasonably assured. The method for recognizing revenues and costs depends on the nature of the services rendered: A. Time and material contracts Revenues and costs relating to time and material contracts are recognized as the related services are rendered. B. Fixed-price contracts Revenues from fixed-price contracts, including systems development and integration contracts are recognized using the “percentage-of-completion” method. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. When 150 total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the statement of profit and loss in the period in which such losses become probable based on the current contract estimates. ‘Unbilled revenues’ included in other current assets represent cost and earnings in excess of billings as at the balance sheet date. ‘Unearned revenues’ included in other current liabilities represent billing in excess of revenue recognized. C. Maintenance contracts Revenue from maintenance contracts is recognized ratably over the period of the contract using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period of time, revenue is recognized on a straight-line basis over the specified period unless some other method better represents the stage of completion. In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognized with respect to the actual output achieved till date as a percentage of total contractual output. Any residual service unutilized by the customer is recognized as revenue on completion of the term. Products: Revenue from sale of products is recognised when the significant risks and rewards of ownership has been transferred in accordance with the sales contract. Revenues from product sales are shown gross of excise duty and net of sales tax separately charged and applicable discounts. Other income: Agency commission is accrued when shipment of consignment is dispatched by the principal. Interest is recognized using the time-proportion method, based on rates implicit in the transaction. Dividend income is recognized when the Company’s right to receive dividend is established. ix. Leases Leases of assets, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lower of the fair value of the leased assets at inception and the present value of minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Consolidated Financial StatementsAnnual Report 2013-14 Lease rentals in respect of assets taken under operating leases are charged to profit and loss account on a straight line basis over the lease term. statement of profit and loss are translated at the average exchange rate during the period. The differences arising out of the translation are transferred to translation reserve. In certain arrangements, the Company recognizes revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognizes unearned income as financing revenue over the lease term using the effective interest method. x. Foreign currency transactions Transaction: The Company is exposed to currency fluctuations on foreign currency transactions. Foreign currency transactions are accounted in the books of account at the exchange rates prevailing on the date of transaction. Translation: Monetary foreign currency assets and liabilities at period- end are translated at the closing rate. The difference arising from the translation is recognised in the statement of profit and loss, except for the exchange difference arising on monetary items that qualify as hedging instruments in a cash flow hedge or hedge of a net investment in a non- integral foreign operation. In such cases the exchange difference is initially recognised in hedging reserve or Foreign Currency Translation Reserve (FCTR), respectively. Such exchange differences are subsequently recognised in the statement of profit and loss on occurrence of the underlying hedged transaction or on disposal of the investment, respectively. Further, foreign currency differences arising from translation of intercompany receivables or payables relating to foreign operations, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of net investment in foreign operation and are recognized in FCTR. When a foreign operation is disposed of, the relevant amount recognized in FCTR is transferred to the statement of profit and loss as part of the profit or loss on disposal. Integral operations: Monetary assets and liabilities are translated at the exchange rate prevailing at the date of the balance sheet. Non-monetary items are translated at the historical rate. The items in the statement of profit and loss are translated at the average exchange rate during the period. The differences arising out of the translation are recognised in the statement of profit and loss. Non-integral operations: Assets and liabilities are translated at the exchange rate prevailing at the date of the balance sheet. The items in the In March, 2009, Ministry of Corporate affairs issued a notification amending AS 11, ‘The effects of changes in foreign exchange rates’. This was further amended by notification dated December 29, 2011. Before the said amendment, AS 11 required the exchange gains/losses on long term foreign currency monetary assets/liabilities to be recorded in the statement of profit and loss. The amended AS 11 provides an irrevocable option to the Company to amortise exchange rate fluctuation on long term foreign currency monetary asset/liability over the life of the asset/liability or March 31, 2020, whichever is earlier. The amendment is applicable retroactively from the financial year beginning on or after December 7, 2006. The company did not elect to exercise the option. xi. Financial Instruments Financial instruments are recognised when the Company becomes a party to the contractual provisions of the instrument. Derivative instruments and Hedge accounting: The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in non-integral foreign operations and forecasted cash flows denominated in foreign currency. The Company limits the effects of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments, where the counterparty is a bank. Premium or discount on foreign exchange forward contracts taken to hedge foreign currency risk of an existing asset / liability is recognised in the statement of profit and loss over the period of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss of the reporting period in which the exchange rates change. The Company has adopted the principles of Accounting Standard 30, Financial Instruments: Recognition and Measurement (AS 30) issued by ICAI except to the extent the adoption of AS 30 does not conflict with existing accounting standards prescribed by Companies (Accounting Standards) Rules, 2006 and other authoritative pronouncements. In accordance with the recognition and measurement principles set out in AS 30, changes in fair value of derivative financial instruments designated as cash flow hedges are recognised directly in shareholders’ funds and reclassified into the statement of profit and loss upon the occurrence of the hedged transaction. 151 Consolidated Financial StatementsWipro Limited The Company designates derivative financial instruments as hedges of net investments in foreign operations. The Company has also designated a combination of foreign currency denominated borrowings and related cross- currency swaps as a hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as a hedge of net investment in foreign operations are recognized in shareholders’ funds to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of profit and loss. Changes in fair value relating to the ineffective portion of the hedges and derivatives that do not qualify for hedge accounting are recognised in the statement of profit and loss. The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. xii. Depreciation and amortisation The Company has provided for depreciation using straight line method, at the rates specified in Schedule XIV to the Companies Act, 1956, except in case of the following assets, which are depreciated based on estimated useful life, which is higher than the rates specified in Schedule XIV. Nature of asset Building Plant and machinery Office equipment Vehicles Furniture and fixtures Electrical installations (included under plant and machinery) Computer equipment and software (included under plant and machinery) Freehold land is not depreciated. Life of asset 30 – 60 years 2 – 21 years 3 - 10 years 4 years 3 - 10 years 5 years 2 – 6 years Fixed assets individually costing Rupees five thousand or less are depreciated at 100% over a period of one year. Assets under finance lease are amortised over their estimated useful life or the lease term, whichever is lower. Intangible assets are amortised over their estimated useful life on a straight line basis. Payments for leasehold land are amortised over the period of lease. xiii. Impairment of assets Financial assets: The Company assesses at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets is impaired. If any such indication exists, the Company estimates the amount of impairment loss. The amount of loss for short-term receivables is measured as the difference between the assets carrying amount and undiscounted amount of future cash flows. Reduction, if any, is recognised in the statement of profit and loss. If at the balance sheet date there is any indication that a previously assessed impairment loss no longer exists, the recognised impairment loss is reversed, subject to maximum of initial carrying amount of the short-term receivable. Other than financial assets: The Company assesses at each balance sheet date whether there is any indication that a non-financial asset including goodwill may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs to is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost. In respect of goodwill, the impairment loss will be reversed only when it was caused by specific external events of an exceptional nature that is not expected to recur and their effects have been reversed by subsequent external events. xiv. Employee benefits Provident fund: Employees receive benefits from a provident fund. The employee and employer each make monthly contributions to the plan. A portion of the contribution is made to the provident fund trust managed by the Company, while the remainder of the contribution is made to the government administered pension fund. The Company is generally liable for any shortfall in the fund assets based on the government specified minimum rate of return. Compensated absences: The employees of the Company are entitled to compensated absence. The employees can carry-forward a portion of the unutilized accumulating compensated absences and utilize it in future periods or receive cash compensation at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absence as the additional 152 Consolidated Financial StatementsAnnual Report 2013-14 amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. The Company recognizes accumulated compensated absences based on actuarial valuation. Non- accumulating compensated absences are recognized in the period in which the absences occur. The Company recognizes actuarial gains and losses immediately in the statement of profit and loss. Gratuity: In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by the Life Insurance Corporation of India (LIC), HDFC Standard Life, TATA AIG life and Birla Sun-life. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation carried out by an independent actuary using the projected unit credit method. The Company recognizes actuarial gains and losses immediately in the statement of profit and loss. Superannuation: Superannuation plan, a defined contribution scheme, is administered by the LIC and ICICI Prudential Life Insurance Company Limited. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary. xv. Employee stock options The Company determines the compensation cost based on the intrinsic value method. The compensation cost is amortised on a straight line basis over the vesting period. xvi. Taxes Income tax: The current charge for income taxes is calculated in accordance with the relevant tax regulations. Tax liability for domestic taxes has been computed under Minimum Alternate Tax (MAT). MAT credit are being recognized if there is convincing evidence that the Company will pay normal tax after the tax holiday period and the resultant asset can be measured reliably. The excess tax paid under MAT provisions being over and above regular tax liability can be carried forward for a period of ten years from the year of recognition and is available for set off against future tax liabilities computed under regular tax provisions, to the extent of MAT liability. Deferred tax: Deferred tax assets and liabilities are recognised for the future tax consequences attributable to timing differences that result between the profit offered for income taxes and the profit as per the financial statements of each entity in the Group. Deferred taxes are recognised in respect of timing differences which originate during the tax holiday period but reverse after the tax holiday period. For this purpose, reversal of timing difference is determined using first in first out method. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment/ substantive enactment date. Deferred tax assets on timing differences are recognised only if there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. However, deferred tax assets on the timing differences when unabsorbed depreciation and losses carried forward exist, are recognised only to the extent that there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets are reassessed for the appropriateness of their respective carrying amounts at each balance sheet date. The Company offsets, on a year on year basis, it’s current and non-current tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis. xvii. Earnings per share Basic: The number of equity shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year excluding equity shares held by controlled trust. Diluted: The number of equity shares used in computing diluted earnings per share comprises the weighted average number of equity shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. The number of equity shares and potentially dilutive equity shares are adjusted for any stock splits and bonus shares issued. xviii. Cash flow statement Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the Company are segregated. 153 Consolidated Financial StatementsWipro Limited 3. Share capital Authorised Capital 2,650,000,000 (2013: 2,650,000,000) equity shares [Par value of ` 2 per share] 25,000,000 (2013: 25,000,000) 10.25 % redeemable cumulative preference shares [Par value of ` 10 per share] Issued, subscribed and fully paid-up capital [Refer note (i) below] 2,466,317,273 (2013: 2,462,934,730) equity shares of ` 2 each Less: 1,810,388 (2013: 1,614,671) equity shares issued to controlled trust 2,464,506,885 (2013: 2,461,320,059) equity shares of ` 2 each As at March 31, 2014 5,300 250 5,550 4,932 (2) 4,930 2013 5,300 250 5,550 4,926 (2) 4,924 Subsequent to March 31, 2014, the authorised equity and preference share capital of the Company has been increased to 2,917,500,000 and 25,150,000, respectively, pursuant to the approval of the scheme of amalgamation for merger of Wipro Technology Services Limited and Wipro Energy IT Services India Private Limited with the Company (refer note 43). Terms / Rights attached to equity shares The Company has only one class of equity shares having a par value of ` 2 per share. Each share holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to shareholders approval in the ensuing Annual General Meeting. Following is the summary of per share dividends recognised as distributions to equity share holders: Interim dividend Final dividend For the year ended March 31, 2014 ` 3 ` 5 2013 ` 2 ` 5 In the event of liquidation of the Company, the equity share holders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders. (i) Reconciliation of number of shares Opening number of equity shares / American Depository Receipts (ADRs) outstanding Equity shares issued pursuance to Employee Stock Option Plan Number of equity shares / ADRs outstanding Less: Equity shares issued to controlled trust Closing number of equity shares / ADRs outstanding As at March 31, 2014 As at March 31, 2013 No. of Shares ` million No. of shares ` million 2,462,934,730 3,382,543 2,466,317,273 (1,810,388) 2,464,506,885 4,926 6 4,932 (2) 4,930 2,458,756,228 4,178,502 2,462,934,730 (1,614,671) 2,461,320,059 4,917 9 4,926 (2) 4,924 (ii) Details of shareholders having more than 5% of the total equity shares of the Company Sl. No. Name of the Shareholder As at March 31, 2014 As at March 31, 2013 No of shares % held No of shares % held 1 Mr. Azim Hasham Premji Partner representing Hasham Traders 2 Mr. Azim Hasham Premji Partner representing Prazim Traders 3 Mr. Azim Hasham Premji Partner representing Zash Traders 4 Azim Premji Trust 370,956,000 452,906,791 451,619,790 429,714,120 15.04 18.36 18.31 17.42 370,956,000 480,336,000 479,049,000 490,714,120 15.06 19.50 19.45 19.92 154 Consolidated Financial StatementsAnnual Report 2013-14(iii) Other details of Equity Shares for a period of five years immediately preceding March 31, 2014 Aggregate number of share allotted as fully paid up pursuant to contract(s) without payment being received in cash (Allotted to the Wipro Inc Trust, the sole beneficiary of which is Wipro Inc., a wholly owned subsidiary of the Company, in consideration of acquisition of inter-company investments) Aggregate number of shares allotted as fully paid bonus shares Aggregate number of shares bought back (iv) Shares reserved for issue under option As at March 31, 2014 2013 841,585 1,614,671 979,119,256 - 979,119,256 - For details of shares reserved for issue under the employee stock option plan of the Company, refer note 35. 4. Reserves and surplus As at March 31, Capital Reserve Balance brought forward from previous year Adjustment on account of demerger (refer note 28) Additions during the year Securities premium account Balance brought forward from previous year Add: Exercise of stock options by employees Adjustment on account of demerger (refer note 28) Adjustment on account of amalgamation (refer note 43) Less: Shares issued to controlled trust [refer note 3(iii)] Foreign currency translation reserve [refer note 2(x)] Balance brought forward from previous year Adjustment on account of demerger (refer note 28) Movement during the year Capital redemption reserve Balance brought forward from previous year Adjustment on account of amalgamation (refer note 43) Restricted stock units reserve [refer note 35] * Employee stock options outstanding Less: Deferred employee compensation expense General reserve Balance brought forward from previous year Adjustment on account of demerger (refer note 28) Adjustment on account of amalgamation (refer note 43) Adjustment for post-acquisition profits (net) (refer note 43) Amortisation in respect of share based compensation to the Resulting Company Amount transferred from surplus balance in the statement of profit and loss [Refer note (a) below] 2014 1,139 - - 1,139 11,758 904 - 71 (540) 12,193 4,669 - 4,128 8,797 - 14 14 1,947 (1,638) 309 144,427 636 430 (5,623) (104) 7,385 147,151 2013 1,144 (5) - 1,139 30,455 1,303 (20,000) - (540) 11,218 7,395 (5,020) 2,294 4,669 - - - 3,147 (2,598) 549 162,138 (23,444) - - - 5,733 144,427 155 Consolidated Financial StatementsWipro Limited Hedging reserve [refer note 29 and 2(xi)] Balance brought forward from previous year Net loss reclassified into statement of profit and loss Changes in fair value of effective portion of derivatives Gain/(loss) on cash flow hedging derivatives, net Surplus from statement of profit and loss Balance brought forward from previous year Adjustment on account of demerger (refer note 28) Add: Profit for the year Less: Appropriations - Interim dividend - Proposed dividend - Tax on dividend - Amount transferred to general reserve Closing balance As at March 31, 2014 2013 1,669 - (1,102) (1,102) 567 97,051 - 79,471 7,347 12,248 3,353 7,387 146,187 316,357 (1,605) (25) 3,299 3,274 1,669 65,365 (4,026) 61,501 4,932 12,315 2,892 5,650 97,051 260,722 * Restricted stock units reserve includes Deferred Employee Compensation, which represents future charge to the statement of profit and loss and employee stock options outstanding to be treated as securities premium at the time of allotment of shares. (a) Additions to General Reserve include: Transfer from statement of profit and loss Dividend paid to Wipro Equity Reward Trust and Wipro Inc Trust Others 5. Share application money pending allotment For the year ended March 31, 2014 7,387 50 (52) 7,385 2013 5,650 75 8 5,733 Share application money pending allotment represents monies received against shares to be issued under the employee stock option plan formulated by the Company as at the year end. Securities premium on account of shares pending allotment amounts to ` 156 and ` 41 as at March 31, 2014 and 2013, respectively included in the ‘Restricted stock units reserve’. The Company has sufficient authorized equity share capital to cover the share capital amount arising from allotment of shares pending allotment as at March 31, 2014 and 2013 and there are no interest accrued and due on amount due for refund As at March 31, 2014 and 2013. 6. Long term borrowings Secured: Obligation under finance lease (a) Unsecured: Term loan: External commercial borrowing (b) Others (c) 156 As at March 31, 2014 1,908 1,908 8,985 16 9,001 10,909 2013 768 768 - 85 85 853 Consolidated Financial StatementsAnnual Report 2013-14 (a) Obligation under finance lease is secured by underlying fixed assets. These obligations are repayable in monthly installments up to year ending March 31, 2019. The interest rate for these obligations ranges from 0.72% to 17.2% (2013: 2.7% to 17.2%). (b) The Company entered into an arrangement with a consortium of banks to obtain External Commercial Borrowings (ECB) during the year ended March 31, 2014. Pursuant to this arrangement, the Company has availed ECB of 150 million dollar repayable in full in June 2018. The ECB carries an average interest rate of 2.46% p.a (2013: 1.94% p.a.). The ECB is an unsecured borrowing and the Company is subject to certain customary restrictions on additional borrowings and quantum of payments for acquisitions in a financial year. (c) Unsecured loans from others are repayable in monthly installments within the year ending March 31, 2016. The interest rates for these loans range from 0% to 12% (2013: 0%). As of March 31, 2014 and 2013, the Company has complied with all the covenants under the loan arrangements. 7. Other long term liabilities Derivative liabilities Deposits and other advances received Others 8. Long term provisions Employee benefit obligations Warranty provision [refer note 37] As at March 31, 2014 629 1,661 10 2,300 As at March 31, 2014 3,030 6 3,036 Employee benefit obligations includes provision for gratuity, other retirement benefits and compensated absences. 9. Short term borrowings Secured: Cash credit(a) Unsecured: Loan repayable on demand from banks (b) As at March 31, 2014 3,465 35,968 39,433 2013 118 48 - 166 2013 2,812 9 2,821 2013 1,981 40,258 42,239 (a) Cash credit is secured by hypothecation of stock-in-trade, book debts, and immovable/movable properties and other assets of two subsidiaries. The interest rate for this loan ranges from 1.11% - 2.62% (2013: 1.16%). (b) Rate of interest for PCFC loan ranges from 1% - 2% and other than PCFC loan is 12.2%. 10. Trade payables Trade payables Accrued expenses As at March 31, 2014 29,501 22,601 52,102 2013 24,139 24,219 48,358 157 Consolidated Financial StatementsWipro Limited 11. Other current liabilities Current maturities of long term borrowings (a) Current maturities of obligation under finance lease (a) Unearned revenue Statutory liabilities Derivative liabilities Capital creditors Advances from customers Unclaimed dividends Interest accrued but not due on borrowings Payable to related party (a) For rate of interest and other terms and conditions, refer to note 6. 12. Short term provisions Employee benefit obligations Provision for tax Proposed dividend Tax on proposed dividend Warranty provision [refer note 37] Provisions – Others taxes [refer note 37] Others As at March 31, 2014 158 1,092 12,767 3,911 4,632 593 3,278 27 196 1,000 27,654 As at March 31, 2014 5,027 15,930 12,248 2,096 340 1,031 423 37,095 2013 20,344 377 10,347 4,039 2,189 626 2,405 25 75 - 40,427 2013 4,012 15,016 12,235 2,093 305 869 - 34,530 Employee benefit obligations include other retirement benefits and compensated absences. 13. Tangible assets Cost: As at April 01, 2012 Adjustment on account of demerger Translation adjustment (b) Additions (c) Additions due to acquisitions Disposal/adjustments As at March 31, 2013 As at April 01, 2013 Translation adjustment (b) Additions (c) Additions due to acquisitions Disposal/adjustments As at March 31, 2014 Land (a) Buildings Plant and machinery Furniture & fixtures Office equipment Vehicles Total 5,779 (391) 47 3 - (3) 5,435 5,435 22 576 12 (361) 5,684 25,181 (2,733) 160 127 2 (95) 22,642 22,642 338 1,037 - (100) 23,917 65,901 (8,838) 1,001 5,216 77 (1,360) 61,997 61,997 1,936 9,850 49 (1,324) 72,508 8,542 (389) 40 541 23 (622) 8,135 8,135 135 459 - (427) 8,302 3,974 (579) 21 228 9 (73) 3,580 3,580 46 515 105 (109) 4,137 2,094 (292) - 19 - (378) 1,443 1,443 - 30 3 (495) 981 111,471 (13,222) 1,269 6,134 111 (2,531) 103,232 103,232 2,477 12,467 169 (2,816) 115,529 158 Consolidated Financial StatementsAnnual Report 2013-14 Accumulated depreciation/ impairment As at April 01, 2012 Adjustment on account of demerger Translation adjustment (b) Charge for the year Disposal / adjustments As at March 31, 2013 As at April 01, 2013 Translation adjustment (b) Charge for the year Disposal / adjustments(d) As at March 31, 2014 Net Block As at March 31, 2013 As at March 31, 2014 Land (a) Buildings Plant and machinery Furniture & fixtures Office equipment Vehicles Total 186 (7) 15 80 - 274 274 (3) 240 189 700 3,269 (851) 44 653 (70) 3,045 3,045 121 714 (61) 3,819 43,209 (5,062) 591 6,970 (1,188) 44,520 44,520 1,242 7,687 (676) 52,773 5,606 (233) 20 1,154 (555) 5,992 5,992 92 1,109 (651) 6,542 2,675 (431) 14 395 (45) 2,608 2,608 36 431 (13) 3,062 1,899 (244) 1 110 (355) 1,411 1,411 1 39 (489) 962 56,844 (6,828) 685 9,362 (2,213) 57,850 57,850 1,489 10,220 (1,701) 67,858 5,161 4,984 19,597 20,098 17,477 19,735 2,143 1,760 972 1,075 32 19 45,382 47,671 (a) Includes Gross block of ` 2,042 (2013 : ` 1,491) and Accumulated amortisation of ` 698 (2013 : ` 272) being leasehold land. (b) Represents translation of tangible assets of non-integral operations into Indian Rupee. (c) Interest capitalized during the year ended March 31, 2014, aggregated to ` 149 (2013: ` 94). (d) Includes regrouping / reclassification within the block of assets. 14. Intangible assets Cost: As at April 01, 2012 Adjustment on account of demerger Translation adjustment (a) Additions Disposal/adjustments As at March 31, 2013 As at April 01, 2013 Translation adjustment (a) Additions Additions due to acquisitions Disposal/adjustments As at March 31, 2014 Accumulated amortisation As at April 01, 2012 Adjustment on account of demerger Translation adjustment (a) Charge for the year Disposal/adjustments As at March 31, 2013 Technical Know-how Patents, trademarks and rights 582 - 12 68 - 662 662 91 - - (23) 730 487 5 11 35 5 543 2,759 (2,759) - 156 24 180 180 9 26 213 (57) 371 1,087 (1,087) - - - - Total 3,341 (2,759) 12 224 24 842 842 100 26 213 (80) 1,101 1,574 (1,082) 11 35 5 543 159 Consolidated Financial StatementsWipro LimitedAs at April 01, 2013 Translation adjustment (a) Charge for the year Disposal/adjustments As at March 31, 2014 Net Block As at March 31, 2013 As at March 31, 2014 Technical Know-how 543 87 27 (9) 648 Patents, trademarks and rights - - 49 - 49 119 82 180 322 (a) Represents translation of intangible assets of non-integral operations into Indian Rupee. 15. Non-current investments (Valued at cost, unless stated otherwise) Investment in equity instruments [Refer note 45]. 16. Long term loans and advances (Unsecured, considered good unless otherwise stated) Capital advances Prepaid expenses Security deposits Other deposits Deferred contract costs Advance income tax, net of provision for tax MAT credit entitlement 17. Other non-current assets Secured, considered good: Finance lease receivables Unsecured, considered good: Derivative assets Finance lease receivables are secured by the underlying assets given on lease. As at March 31, 2014 2,712 2,712 As at March 31, 2014 985 1,946 1,355 657 3,711 19,967 1,842 30,463 As at March 31, 2014 5,235 286 5,521 Total 543 87 76 (9) 697 299 404 2013 - - 2013 1,926 1,920 1,157 1,023 - 17,716 1,842 25,584 2013 5,418 51 5,469 160 Consolidated Financial StatementsAnnual Report 2013-14 18. Current investments (Valued at cost or fair value, whichever is lower) Quoted Investments in Indian money market mutual funds * [Refer note 46(i)] Investment in debentures [Refer note 46(ii)] Unquoted Certificate of deposits/bonds [Refer note 46(iii)] Investment in equity instruments Others Aggregate market value of quoted investments As at March 31, 2014 18,295 51 18,346 40,378 - 28 40,406 58,752 18,589 2013 13,970 42 14,012 53,537 69 28 53,634 67,646 14,167 * include mutual funds amounting to ` 250 (2013: ` 450) pledged as margin money deposit for entering into currency future contracts The remaining maturity of such outstanding future contracts does not exceed 12 months from the reporting date. 19. Inventories (At lower of cost and net realizable value) Raw materials [including goods in transit - ` 1 (2013 : ` 163)] Work in progress Finished goods [including goods in transit - ` 28 (2013 : ` 13)] Traded goods Stores and spares 20. Trade Receivables Unsecured Over six months from the date they were due for payment Considered good Considered doubtful Less: Provision for doubtful receivables Other receivables Considered good Considered doubtful Less: Provision for doubtful receivables As at March 31, 2014 37 16 65 1,245 930 2,293 2013 648 43 134 1,204 1,234 3,263 As at March 31, 2014 2013 18,575 4,389 22,964 (4,389) 18,575 66,892 197 67,089 (197) 66,892 85,467 8,377 3,474 11,851 (3,474) 8,377 68,321 151 68,472 (151) 68,321 76,698 161 Consolidated Financial StatementsWipro Limited 21. Cash and bank balances Cash and cash equivalents Balances with banks [refer note 47] - In current accounts - Unclaimed dividend - In deposit accounts Cheques, drafts on hand Cash in hand Deposit accounts with more than 3 months but less than 12 months maturity Deposit accounts with more than 12 months maturity As at March 31, 2014 2013 44,683 27 68,536 953 2 114,201 40,590 - 34,376 25 49,155 1,279 3 84,838 34,118 - a) b) Cash and cash equivalents include restricted cash balance of ` 27 (2013: ` 25), primarily on account of unclaimed dividends. The deposits with banks comprise time deposits, which can be withdrawn at any time without prior notice and without any penalty on the principal. 22. Short term loans and advances (Unsecured, considered good unless otherwise stated) Employee travel and other advances Advance to suppliers Balance with excise and customs Prepaid expenses Other deposits Security deposits Inter corporate deposits Deferred contract costs Others* Considered doubtful Less: Provision for doubtful loans and advances * including deposits with bank amounting to ` 300 (2013: ` 300) placed as margin money. 23. Other current assets Secured, considered good: Finance lease receivables Unsecured, considered good: Derivative assets Interest receivable Unbilled revenue Finance lease receivables are secured by the underlying assets given on lease. 162 As at March 31, 2014 2,447 979 1,267 6,193 289 1,679 12,500 3,852 4,299 826 34,331 (826) 33,505 As at March 31, 2014 3,018 3,018 5,514 4,367 39,334 49,215 52,233 2013 2,177 443 1,415 5,118 310 1,637 9,460 2,422 3,125 920 27,027 (920) 26,107 2013 2,484 2,484 4,102 3,509 31,988 39,599 42,083 Consolidated Financial StatementsAnnual Report 2013-14 24. Other income Income from current investments - Dividend on mutual fund units - Profit/(loss) on sale of investment, net Interest on bank and other deposits Exchange fluctuations on foreign currency borrowings, net Other exchange differences, net Miscellaneous income 25. Employee benefits expense Salaries and wages Contribution to provident and other funds Share based compensation Staff welfare expenses 26. Finance costs Interest Exchange fluctuations on foreign currency borrowings, net (to the extent regarded as borrowing cost) 27. Other expenses Sub-contracting / technical fees / third party application Travel Advertisement and sales promotion Repairs and maintenance Communication Power and fuel Legal and professional charges Staff recruitment Rent Consumption of stores and spares Insurance Rates and taxes Auditors’ remuneration Miscellaneous expenses Year ended March 31, 2014 354 1,545 12,472 970 3,382 496 19,219 2013 639 2,259 8,431 - 2,709 367 14,405 Year ended March 31, 2014 197,627 4,468 560 4,160 206,815 2013 171,506 3,945 839 3,650 179,940 Year ended March 31, 2014 819 3,015 3,834 2013 858 2,036 2,894 Year ended March 31, 2014 43,521 17,074 1,449 5,880 5,775 2,935 2,655 1,173 4,582 857 1,493 728 48 13,103 101,273 2013 36,243 14,518 1,488 4,315 5,401 2,730 2,064 1,399 4,177 366 1,705 771 47 11,728 86,952 163 Consolidated Financial StatementsWipro Limited 28. Demerger and discontinued operations During the previous year ended March 31, 2013, the Company initiated and completed the demerger of Diversified Business. The “Scheme of Arrangement” (‘the scheme’) involved transfer of the Diversified business to a “Resulting company” [Wipro Enterprises Limited (formerly known as Azim Premji Custodial Services Private Limited)] whose equity shares are not listed in any stock exchange in India or abroad. The Scheme became effective on March 31, 2013 with an appointed date of April 01, 2012 when the sanction of the Honorable High Court of Karnataka and filing of the certified copy of the same with the Registrar of Companies. The Scheme of Demerger has been accounted for in terms of the Court Orders and alterations or modifications as approved by the Board of Directors of the Company and the Resulting Company as provided for in the Scheme. All the assets and liabilities relating to the Diversified Business of the Company, on the appointed date, have been transferred to the Resulting Company. The excess of assets over liabilities relating to the Diversified Business of ` 52,495 transferred as at April 01, 2012, has been adjusted in terms of the Scheme against the Reserves of the Company as under: a) Securities premium account b) General reserves c) Capital reserve d) Foreign exchange translation reserves e) Surplus from the statement of profit and loss 20,000 23,444 5 5,020 4,026 52,495 29. Adoption of AS 30 The Company has applied the principles of AS 30, as per announcement by ICAI, to the extent such principles of AS 30 does not conflict with existing accounting standards prescribed by Companies (Accounting Standards) Rules, 2006. i) ii) As permitted by AS 30, the Company has designated a USD-denominated foreign currency borrowing amounting to USD 150 million as a hedging instrument to hedge its net investment in a non- integral foreign operation. Accordingly, the translation gain/ (loss) on the foreign currency borrowings and portion of the changes in fair value of CCIRS/IRS which are determined to be effective hedge of net investment in non-integral operation and cash flow hedge of foreign currency borrowings aggregating to ` (705) for the year ended March 31, 2014 [2013: ` (896)] was recognised in translation reserve / hedging reserve in shareholders’ 164 funds. The amount of gain/ (loss) of ` (839) for the year ended March 31, 2014 [2013: ` (868)] recognised in translation reserve would be transferred to profit and loss account upon sale or disposal of the non- integral foreign operation and the amount of gain / (loss) of ` 134 for year ended March 31, 2014 [2013: ` (28)] recognised in the hedging reserve would be transferred to the statement of profit and loss on the occurrence of the hedged transaction. The gain of ` 416 has been transferred to statement of profit and loss on occurrence of the hedged transaction (2013: Nil). iii) In accordance with AS 11, if the Company had continued to recognize translation (losses)/ gains on foreign currency borrowing in the statement of profit and loss: a. b. Foreign currency borrowing of $150Mn would not have been eligible as a hedge instrument for hedge accounting and changes in the fair value of the foreign currency borrowing would have to be recognized in the statement of profit and loss. As a result profit after tax would have been lower by ` 839 for the year ended March 31, 2014 (2013: Nil). Foreign currency borrowing of JPY 24.5Bn would not have been eligible to be combined with CCIRS for hedge accounting. Consequently, the CCIRS also would not have qualified for hedge accounting and changes in fair value of CCIRS would have to be recognized in the statement of profit and loss. As a result profit after tax would have been lower by Nil for the year ended March 31, 2014 (2013: ` 896). 30. Derivatives As of March 31, 2014, the Company has recognised gains of ` 567 [2013: ` 1,669] relating to derivative financial instruments (comprising of foreign currency forward contract, option contracts, interest rate swap and floating to fixed CCIRS) that are designated as effective cash flow hedges in the shareholders’ funds. In addition to the derivative instruments discussed above in Note 29, the Company has also designated certain foreign currency forward contracts to hedge its net investment in non-integral foreign operations. The Company has recognized loss of ` 1,761 for the year ended March 31, 2014 (2013: ` 188) relating to the derivative financial instruments in translation reserve in the shareholders’ funds. The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding as at: Consolidated Financial StatementsAnnual Report 2013-14 Designated cash flow hedging derivative instruments Sell Interest Rate Swap Net investment hedges in foreign operations Cross currency swaps Others Non designated derivative instruments Sell Buy Cross currency swaps (In Million) As at March 31, 2014 2013 $ £ 516 $ 51 £ 777 61 AUD 9 AUD 9 € $ 78 € 150 $ 108 30 ¥ $ € - ¥ 24,511 357 40 220 $ 25 € 1,241 $ 1,061 $ 73 112 £ £ 47 € 63 € - JPY 490 JPY - SGD 8 SGD - ZAR 223 ZAR CAD 10 CAD - AUD 99 AUD 60 767 585 $ $ 1,525 - ¥ ¥ 7,000 - ¥ ¥ As of the balance sheet date, the Company has net foreign currency exposures that are not hedged by a derivative instrument or otherwise amounting to ` 18,196 (2013: ` 17,469). 31. Sale of financial assets From time to time, in the normal course of business, the Company transfers accounts receivables and net investment in finance lease receivables (financials assets) to banks. Under the terms of the arrangements, the Company surrenders control over the financial assets and transfer is without recourse. Accordingly, such transfers are recorded as sale of financial assets. Gains and losses on sale of financial assets without recourse are recorded at the time of sale based on the carrying value of the financial assets and fair value of servicing liability. In certain cases, transfer of financial assets may be with recourse. Under arrangements with recourse, the Company is obligated to repurchase the uncollected financial assets, subject to limits specified in the agreement with the banks. collection risk with no important uncertainties with respect to future costs. These receivables are generally due in monthly, quarterly or semi-annual installments over periods ranging from 3 to 10 years. The components of finance lease receivables are as follows: Gross investment in lease Not later than one year Later than one year and not later than five years Later than five years Unguaranteed residual values Unearned finance income Net investment in finance receivables As at March 31, 2014 2013 3,194 2,557 5,885 - 90 9,169 (916) 8,253 6,240 202 172 9,171 (1,269) 7,902 Present value of minimum lease receivables are as follows: As at March 31, 2014 2013 8,253 2,980 5,190 - 83 7,902 2,362 5,301 81 158 Present value of minimum lease payments receivables Not later than one year Later than one year and not later than five years Later than five years Unguaranteed residual value 33. Assets taken on lease Finance leases: The following is a schedule of present value of minimum lease payments under finance leases, together with the value of the future minimum lease payments as of March 31, 2014 and 2013. Present value of minimum lease payments Not later than one year Later than one year and not later than five years Total present value of minimum lease payments Add: Amount representing interest Total value of minimum lease payments Operating leases: As at March 31, 2014 2013 1,092 1,908 3,000 296 3,296 377 768 1,145 267 1,412 32. Finance lease receivables The Company provides lease financing for the traded and manufactured products primarily through finance leases. The finance lease portfolio contains only the normal The Company leases office and residential facilities under cancelable and non-cancelable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. Rental payments 165 Consolidated Financial StatementsWipro Limited under such leases are ` 4,582 and ` 4,177 during the years ended March 31, 2014 and 2013 respectively. Change in plan assets Details of contractual payments under non-cancelable leases are given below: Not later than one year Later than one year and not later than five years Later than five years Total 34. Employee benefit plan As at March 31, 2014 2,584 5,413 2,881 10,878 2013 2,410 6,147 3,228 11,785 Gratuity: In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employee’s last drawn salary and the years of employment with the Company. The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC), HDFC Standard Life, TATA AIG and Birla Sun life (‘Insurer’). Under this plan, the settlement obligation remains with the Company, although the Insurer administers the plan and determines the contribution premium required to be paid by the Company. Change in the benefit obligation As at March 31, Projected Benefit Obligation (PBO) at the beginning of the year Balance transferred on account of demerger Current service cost Interest cost Benefits paid Actuarial losses PBO at the end of the year 2014 2013 3,115 2,845 - 537 262 (479) 255 3,690 (195) 471 249 (397) 142 3,115 Fair value of plan assets at the beginning of the year Balance transferred on account of demerger Expected return on plan assets Employer contribution Benefits paid Actuarial gains Fair value of the plan assets at the end of the year Recognised asset / (liability) As at March 31, 2014 2013 3,096 2,866 - 247 479 (479) 17 3,360 (330) (146) 216 507 (397) 50 3,096 (19) The Company has invested the plan assets in the insurer managed funds. The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. Expected contribution to the fund during the year ending March 31, 2015 is ` 621. Net gratuity cost for the year ended March 31, 2014 and 2013 are as follows: Current service cost Past service cost Interest on obligation Expected return on plan assets Actuarial losses recognized Net gratuity cost For the year ended March 31, 2014 537 - 262 (247) 238 790 2013 457 (11) 237 (208) 86 561 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Assumptions As of March 31, Discount rate Expected rate of salary increase Expected return on plan assets 2014 8.90% 8.00% 8.50% 2013 7.80% 5.00% 8.00% Details for the present value of defined obligation, fair value of assets, surplus / (deficit) of assets and experience adjustments of current year and preceding four years are as under: Experience Adjustments: On Plan Liabilities On Plan Assets Present value of benefit obligation Fair value of plan assets Excess of (obligations over plan assets) / plan assets over obligations As at March 31, 2014 2013 2012 2011 2010 (22) 17 3,690 3,360 (330) (58) 44 3,115 3,096 (19) (147) 52 2,845 2,866 21 (32) 15 2,476 2,387 (89) 84 18 2,060 1,967 (93) 166 Consolidated Financial StatementsAnnual Report 2013-14 The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. Superannuation: Apart from being covered under the gratuity plan, the employees of the Company also participate in a defined contribution plan maintained by the Company. This plan is administered by the LIC & ICICI. The Company makes annual contributions based on a specified percentage of each covered employee’s salary. For the year ended March 31, 2014, the Company contributed ` 484 to superannuation fund (2013: ` 361). Provident Fund (PF): In addition to the above, all employees receive benefits from a provident fund. The employee and employer each make monthly contributions to the plan equal to 12% of the covered employee’s salary. A portion of the contribution is made to the provident fund trust established by the Company, while the remainder of the contribution is made to the government administered pension fund. The interest rate payable by the trust to the beneficiaries is regulated by the statutory authorities. The Company has an obligation to make good the shortfall, if any, between the returns from its investments and the administered rate. The details of fund and plan assets are given below: Change in the benefit obligation As at March 31, Fair value of plan assets Present value of defined benefit obligation Net (shortfall) / excess 2014 24,632 24,632 - 2013 21,004 21,004 - ii) iii) “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest in tranches over a period of five years from the date of grant. Upon vesting, the employees can acquire one equity share for every option. The maximum contractual term for aforementioned stock option plans is generally 10 years. The stock compensation cost is computed under the intrinsic value method and amortised on a straight line basis over the total vesting period of five years. The intrinsic value on the date of grant approximates the fair value. For the year ended March 31, 2013, the Company has recorded stock compensation expense of ` 560 (2013: ` 839). The compensation committee of the board evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period subject to fulfillment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price determined on the date of grant of options. The particulars of options granted under various plans are tabulated below. (The numbers of shares in the table below are adjusted for any stock splits and bonus shares issues). Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as follows: Name of Plan Authorised Shares Range of Exercise Prices 50,000,000 ` 171-490 250,000,000 ` 171-490 The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: Assumptions As at March 31, Wipro Employee Stock Option Plan 1999 (1999 Plan) Wipro Employee Stock Option Plan 2000 (2000 Plan) Discount rate Average remaining tenure of investment portfolio Guaranteed rate of return 2014 8.90% 6 years 8.75% 2013 7.80% 6 years 8.50% For the year ended March 31, 2014, the Company contributed ` 3,117 to PF (2013: ` 2,424). 35. Employee stock option i) Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans (collectively Stock Option Plan (2000 ADS Plan) 15,000,000 US$ 3-7 Wipro Restricted Stock Unit Plan (WRSUP 2004 plan) Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan) Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan) Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan) 20,000,000 ` 2 20,000,000 US$ 0.04 20,000,000 ` 16,666,667 ` 2 2 167 Consolidated Financial StatementsWipro Limited The activity in these stock option plans is summarized below: Year ended March 31, Outstanding at the beginning of the period(1) Granted Exercised Forfeited and lapsed Outstanding at the end of the period Exercisable at the end of the period Range of Exercise Prices ` ` US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ 480 – 489 2 0.04 480 – 489 2 0.04 480 – 489 2 0.04 480 – 489 2 0.04 480 – 489 2 0.04 480 – 489 2 0.04 2014 Number 33,636 ` 11,502,173 ` 2,727,802 US$ — ` 5,000 ` 25,000 US$ — ` (2,944,779) ` (437,764) US$ — ` (555,040) ` (218,546) US$ 33,636 ` 8,007,354 ` 2,096,492 US$ 13,455 ` 5,518,608 ` 342,562 US$ Weighted Average Exercise Price 480.20 2 0.04 — 2 0.04 — 2 0.04 — 2 0.04 480.20 2 0.04 480.20 2 0.04 2013 Number Weighted Average Exercise Price 480.20 2 0.04 — 2 — — 2 0.04 — 2 0.04 480.20 2 0.04 — 2 0.04 30,000 ` 10,607,038 ` 2,173,692 US$ — ` 3,573,150 ` 1,352,000 US$ — ` (3,265,830) ` (912,672) US$ — ` (655,662) ` (180,116) US$ 33,636 ` 11,502,173 ` 2,727,802 US$ — ` 7,111,160 ` 541,959 US$ (1) An adjustment of one employee stock option for every 8.25 employee stock option held has been made, as of the Record Date of the Demerger, for each eligible employee pursuant to the terms of the Scheme. The following table summarizes information about outstanding stock options: Numbers Range of Exercise price ` ` US$ 480 – 489 2 0.04 33,636 8,007,354 2,096,492 2014 Weighted Average Remaining Life (Months) 24 36 44 Numbers Weighted Average Exercise Price ` ` US$ 480.20 2 0.04 33,636 11,502,173 2,727,802 2013 Weighted Average Remaining Life (Months) 36 37 50 Weighted Average Exercise Price ` ` US$ 480.20 2 0.04 The weighted-average grant-date fair value of options granted during the year ended March 31, 2014 was ` 676.73 (2013: ` 406.26) for each option. The weighted average share price of options exercised during the year ended March 31, 2014 was ` 462.60 (2013: ` 384.52) for each option. The movement in Restricted Stock Unit reserve is summarized below: Opening balance Less: Amount transferred to share premium Add: Amortisation Add: Amortisation in respect of share based compensation to the Resulting Company Closing balance For the year ended March 31, 2014 549 (904) 560 104 309 2013 906 (1,303) 839 107 549 168 Consolidated Financial StatementsAnnual Report 2013-14 36. Income tax The provision for taxation includes tax liability in India on the Company’s worldwide income. The tax has been computed on the worldwide income as reduced by the various deductions and exemptions provided by the Income tax act in India (Act) and the tax credit in India for the tax liabilities payable in foreign countries. Most of the Company’s operations are through units in Software Technology Parks (‘STPs’) and Special Economic Zones (SEZ’s). Income from STPs is not eligible for deduction from 1st April, 2011. Income from SEZ’s are eligible for 100% deduction for the first 5 years, 50% deduction for the next 5 years and 50% deduction for another 5 years subject to fulfilling certain conditions. The Company has calculated its tax liability after considering the provisions of law relating to Minimum Alternate Tax (MAT). As per the Act, any excess of MAT paid over the normal tax payable can be carried forward and set off against the future tax liabilities. Accordingly an amount of ` 1,842 (2013: ` 1,842) is included under ‘Long term loans and advances’ in the balance sheet as of March 31, 2014. i) Tax expenses are net of reversal of provisions recorded in earlier periods, which are no longer required, amounting to ` 1,244 for the year ended March 31, 2014 (2013: ` 1,109) and MAT credit of Nil for the year ended March 31, 2014 (2013: ` 793). ii) The components of the deferred tax assets (net) are as follows: Deferred tax assets (DTA) Accrued expenses and liabilities Allowances for doubtful trade receivables Carry – forward business losses Income received in advance Others Deferred tax liabilities (DTL) Fixed assets Amortisable goodwill Unbilled revenue Others Net DTA/(DTL) As at March 31, 2014 2013 1,258 1,477 1,750 2,786 807 - 6,601 (4,964) (483) (1,195) (85) (6,727) (126) 1,264 715 1,383 115 4,954 (3,675) (387) (398) - (4,460) 494 The Net DTA / (DTL) of ` (126) (2013: ` 494) has the following breakdown: Deferred tax asset Deferred tax liabilities Net DTA/(DTL) As at March 31, 2014 1,553 (1,679) (126) 2013 1,022 (528) 494 37. Provisions Provision for warranty represents cost associated with providing sales support services which are accrued at the time of recognition of revenues and are expected to be utilized over a period of 1 to 2 years from the date of balance sheet. Other provisions primarily include provisions for tax related contingencies and litigations. The timing of cash outflows in respect of such provision cannot be reasonably determined. The activity in provision balance is summarized below: For the year ended March 31, 2014 For the year ended March 31, 2013 Provision for Warranty Others – taxes Provision for Warranty Others – taxes Provision at the beginning of the year Balance transferred on account of demerger (refer note 28) Additions during the year, net Utilized/reversed during the year Provision at the end of the year Non-current portion Current portion 314 - 383 (351) 346 6 340 869 - 270 (108) 1,031 - 1,031 367 (31) 405 (427) 314 9 305 815 - 58 (4) 869 - 869 169 Consolidated Financial StatementsWipro Limited 38. Earnings per share The computation of equity shares used in calculating basic and diluted earnings per share is set out below: Weighted average equity shares outstanding Share held by controlled trusts Weighted average equity shares for computing basic EPS Dilutive impact of employee stock options Weighted average equity shares for computing diluted EPS Net income considered for computing EPS (` in Million) Year ended March 31, 2014 2,471,385,646 (16,640,212) 2,454,745,434 6,503,042 2,461,248,476 79,471 2013 2,468,060,030 (14,841,271) 2,453,218,759 4,674,126 2,457,892,885 61,501 Earnings per share and number of shares outstanding for the year ended March 31, 2013 have been adjusted for the grant of one employee stock option for every 8.25 employee stock option held by each eligible employee in terms of the demerger scheme as on the Record Date. 39. Related party relationships and transactions List of subsidiaries as of March 31, 2014 are provided in the table below. Subsidiaries Subsidiaries Wipro LLC (formerly Wipro Inc.) Wipro Gallagher Solutions Inc Opus Capital Markets Consultants LLC Opus Technology Services LLC Infocrossing Inc. Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC] Wipro Insurance Solution LLC Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (Mauritius) Limited Wipro Holdings UK Limited Wipro Cyprus Private Limited Wipro Holding Austria GmbH(A) 3D Networks (UK) Limited Wipro Europe Limited (A) Wipro Doha LLC# Wipro Technologies S.A DE C. V Wipro BPO Philippines LTD. Inc Wipro Holdings Hungary Korlátolt Felelősségű Társaság Wipro Technologies Argentina SA Wipro Information Technology Egypt SAE Wipro Arabia Limited* Wipro Poland Sp Zoo Wipro IT Services Poland Sp. z o. o 170 Country of Incorporation USA USA USA USA USA USA Japan China India India Mauritius U.K. Austria U.K. U.K. Cyprus Qatar Mexico Philippines Hungary Argentina Egypt Saudi Arabia Poland Poland Consolidated Financial StatementsAnnual Report 2013-14 Subsidiaries Subsidiaries Wipro Outsourcing Services UK Limited Wipro Technologies South Africa (Proprietary) Limited Wipro Information Technology Netherlands BV Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty Limited Wipro Technocentre (Singapore) Pte Limited Wipro (Thailand) Co Limited Wipro Bahrain Limited WLL Wipro Gulf LLC Wipro Technologies Spain S.L. Wipro Technologies SDN BHD Wipro Networks Pte Limited Planet PSG Pte Limited Wipro Chengdu Limited Wipro Airport IT Services Limited* Country of Incorporation U.K. South Africa Wipro Technologies Nigeria Limited Nigeria Netherland Wipro Portugal S.A.(A) Portugal Wipro Technologies Limited, Russia Russia Wipro Technology Chile SPA Wipro Technologies Canada Limited Chile Canada Wipro Information Technology Kazakhstan LLP Kazakhstan Wipro Technologies W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limited Wipro Technologies Norway AS Wipro Technologies VZ, C.A. Costa Rica Ireland Norway Venezuela Romania Indonesia Australia Wipro Promax Holdings Pty Ltd (A) Australia Singapore Thailand Bahrain Sultanate of Oman Spain Singapore Singapore Malaysia China India In addition to above, the Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’ and Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD incorporated in South Africa and are consolidated for the financial reporting purposes. * All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Limited and 74% of the equity securities of Wipro Airport IT Services Limited. # 51% of equity securities of Wipro Doha LLC are held by a local share holder. However, the beneficial interest in these holdings is with a wholly owned subsidiary of the company. 171 Consolidated Financial StatementsWipro Limited(A) Step Subsidiary details of Wipro Holding Austria GmbH, Wipro Portugal S.A, Wipro Europe Limited and Wipro Promax Holdings Pty Ltd are as follows: Subsidiaries Subsidiaries Country of Incorporation Wipro Holding Austria GmbH Wipro Europe Limited Wipro Portugal S.A. Wipro Promax Holdings Pty Ltd The list of controlled trusts is: Name of entity Wipro Equity Reward Trust Wipro Inc Benefit Trust Wipro Technologies Austria GmbH New Logic Technologies SARL Wipro UK Limited Wipro Europe SARL SAS Wipro France Wipro Retail UK Limited Wipro do Brasil Technologia Ltda Wipro Technologies Gmbh Wipro Promax Analytics Solutions Pty Ltd Wipro Promax IP Pty Ltd (formerly PAG IP Pty Ltd) Wipro Promax Analytics Solutions (Europe) Limited Austria France U.K. France France U.K. Brazil Germany Australia Australia UK Nature Trust Trust Country of Incorporation India India Name of other related parties Azim Premji Foundation (I) Pvt. Ltd. Hasham Traders (partnership firm) Prazim Traders (partnership firm) Zash Traders (partnership firm) Regal Investment & Trading Company Private Limited Vidya Investment & Trading Company private Limited Napean Trading & Investment Company Private Limited Azim Premji Trust Wipro Enterprises Limited (formerly known as Azim Premji Custodial Services Private Limited) Wipro Enterprises Cyprus limited (formerly WMNETSERV Limited) Wipro Singapore Pte Limited Wipro Unza Holdings Limited Wipro Infrastructure Engineering AB Yardley of London Limited Key management personnel Azim Premji Suresh C Senapaty T K Kurien Relative of key management personnel Rishad Premji Nature Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Chairman and Managing Director Chief Financial Officer and Executive Director Chief Executive Officer and Executive Director 172 Consolidated Financial StatementsAnnual Report 2013-14The Company has the following related party transactions: Transaction / Balances Sales of services Sale of products Purchase of services Purchase of products Assets purchased / capitalized Dividend paid Rent paid Rent Income Dividend payable Remuneration paid Interest income Interest expense Corporate guarantee commission Receivables Payables Entities controlled by Directors 2014 169 17 - 3 66 13,733 - 39 8,583 - 18 40 - 490 9,583 2013 12 9 2 45 196 10,995 - - 9,162 - - - 27 983 13,710 Key Management Personnel@ 2014 - - - - - 765 3 - 478 211 - - - - 574 2013 - - - - - 573 8 - 478 129 - - - - 523 @ Including relative of key management personnel. The following are the significant related party transactions during the year ended March 31, 2014 and 2013: Year ended March 31, Sale of services Wipro Enterprises Limited Sale of products Wipro Enterprises Limited Azim Premji Foundation Purchase of services Wipro Enterprises Limited Purchase of products Wipro Enterprises Limited Asset purchased / capitalized Wipro Enterprises Limited Dividend paid Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Rent Paid Azim Premji Yasmeen Premji Rental Income Wipro Enterprises Limited Dividend payable Hasham Traders Prazim Traders Zash Traders Azim Premji Trust 2014 167 17 - - 3 66 2,968 3,623 3,613 3,438 - 3 39 1,855 2,265 2,258 2,149 2013 12 7 2 2 45 196 3,263 3,250 3,242 1,171 3 - - 1,855 2,402 2,395 2,454 173 Consolidated Financial StatementsWipro LimitedDisputed demands for excise duty, custom duty, income tax, sales tax and other matters Performance and financial guarantee given by the banks on behalf of the Company Tax Demands: 2,238 2,273 42. Acquisitions 19,646 22,753 Remuneration paid to key management personnel Azim Premji Suresh C Senapaty T K Kurien Interest income Wipro Enterprises Cyprus Limited (formerly WMNETSERV Limited) Interest expense Wipro Singapore Pte Limited Wipro Enterprises Limited Corporate guarantee commission Wipro Infrastructure Engineering AB 40. Capital commitments The estimated amount of contracts remaining to be executed on Capital account and not provided for, net of advances is ` 778 (2013: ` 1,259). 41. Contingent liabilities As at March 31, 2014 2013 The Company had received tax demands aggregating to ` 42,883 (including interest of ` 12,907 ) arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore for the years ended March 31, 2001 to March 31, 2009. The appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2007. Further appeals have been filed by the Income tax authorities before the Honorable High Court. For the year ended March 31, 2008 and 2009, the appeal is pending before the Income Tax Appellate Tribunal. In March 2014, the Company received the draft assessment order, on similar grounds as that of earlier years, with a demand of ` 9,058 (including interest of ` 2,938) for the financial year ended March 31, 2010. Subsequent to the year end, the company filed its objections against the said demand before the Dispute Resolution Panel. 174 Year ended March 31, 2014 2013 102 31 66 18 8 32 - 40 27 53 - - - 27 Considering the facts and nature of disallowance and the order of the appellate authority upholding the claims of the Company for earlier years, the Company expects that the final outcome of the above disputes to be in favor of the Company and the impact on the company’s consolidated financial statements is not expected to be material. The Company is subject to legal proceedings and claims which have arisen in the ordinary course of its business. The resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. On January 14, 2014, the Company obtained control of Opus Capital Markets Consultants LLC (‘Opus’) by acquiring 100% of its share capital. Opus is a leading US-based provider of mortgage due diligence and risk management services. The Company believes that acquisition will strengthen Wipro’s mortgage solutions and complement its existing offerings in mortgage origination, servicing and secondary market. The acquisition was executed through a share purchase agreement for a consideration of US$ 75 million including a contingent consideration of US$ 21 million, which is dependent on achievement of revenues and earnings over the period of 3 years. The contingent consideration, recognized on the acquisition date represents the estimated amount payable to the previous owners on achievement of certain financial targets. 43. Amalgamation of companies The Company has two wholly owned subsidiaries namely, Wipro Technology Services Limited (‘WTS’) and Wipro Energy IT Services Private Limited (‘WEITSL’) who are engaged in the business of providing information technology services including software maintenance and support services. During the current year, WTS and WEITSL have been amalgamated with the Company in terms of the scheme Consolidated Financial StatementsAnnual Report 2013-14 of amalgamation (‘Scheme’) sanctioned by the Honorable High Court of Karnataka pursuant to its Order dated March 28, 2014. The Scheme became effective on April 9, 2014 with appointed date of April 1, 2013 when the sanction of the Honorable High Court of Karnataka and filing of the certified copy of the same with the Registrar of Companies. The Scheme has been accounted for under the ‘pooling of interest method’ as prescribed under AS 14 as per the terms of the Court Order. Since the subsidiaries amalgamated were wholly owned subsidiaries of the Company, there was no exchange of shares to effect the amalgamation. The difference between the amounts recorded as investments of the Company and the amount of share capital of the aforesaid amalgamating subsidiaries have been adjusted in the reserves in the standalone financial statements of the company. 44. Segment reporting The Company is organized by business, which primarily include IT Services (comprising of IT Services and BPO Services) and IT Products and Others. Consequent to the demerger of Consumer Care and Lighting, Infrastructure Engineering and other non-IT businesses (collectively, “the Diversified Business”), the Company has re-organized the IT Services business with the object of making industry practice its focal point for performance evaluation and internal financial reporting and decision making. Consequently, the format for reporting IT services business has been changed to industry segments (Industry practice). Industry segments primarily consist of Banking, Financial Services and Insurance (BFSI), Healthcare and Life Sciences (HLS), Retail, Consumer, Transport and Government (RCTG), Energy, Natural Resources and Utilities (ENU), Manufacturing and Hi-tech (MFG), Global Media and Telecom (GMT). The IT Services reportable segment information for the comparative period by industry class of customers is not restated to reflect the above change since the meaningful segregation of the data is impracticable and cost to develop it is excessive. However, the Company has presented segment information for the previous period on old basis of segment reporting. The secondary segment is identified based on the geographic location of the customer. Information on reportable segments on the new basis of segmentation for year ended March 31, 2014 is given below: BFSI HLS RCTG ENU MFG GMT Total IT Services IT Products* Others Entity total* Revenue 106,035 41,130 58,893 63,923 74,423 55,105 399,509 38,832 (722) 437,619 Operating income of segment 24,153 7,637 13,012 17,418 17,348 11,569 91,137 313 (762) 90,688 Unallocated Operating income total Interest and other income Profit before tax Income tax expense Profit after tax Minority interest Net profit (1,052) 90,085 - - (1,052) 313 (762) 89,636 11,507 101,143 (21,234) 79,909 (438) 79,471 * Refer note below for cessation of manufacturing of ‘Wipro branded desktops, laptops and servers’. Note: The operating income of IT Products segment and the Company for the year ended March 31, 2014, includes non-recurring expense ` 209, incurred due to cessation of manufacturing of ‘Wipro branded desktops, laptops and servers’. Operating income of the IT Products segment and the Company excluding the above non-recurring expense is ` 522 and ` 89,845 for the year ended March 31, 2014, respectively and profit after tax of the Company excluding the above non-recurring expense is ` 80,074 for the year ended March 31, 2014. 175 Consolidated Financial StatementsWipro Limited Information on reportable segments on the old basis of segmentation for the year ended March 31, 2013 is given below: ii. Revenues IT Services IT Products Eliminations Total Profit before interest and tax IT Services IT Products Others Total Interest and other income, net Profit before tax and minority interest Tax expense Profit before minority interest Minority interest Net profit Year ended March 31, 2013 338,179 38,807 23 377,009 69,744 470 39 70,253 8,435 78,688 (16,865) 61,823 (322) 61,501 The Company has four geographic segments: India, USA, Europe and Rest of the World. Significant portion of the segment assets are in India. Revenue from geographical segments based on domicile of the customers is outlined below: India United States of America Europe Rest of the world Year ended March 31, 2013 48,489 172,470 99,644 56,323 376,926 2014 46,226 200,343 120,868 70,182 437,619 Management believes that it is currently not practicable to provide disclosure of geographical assets and liabilities, since the meaningful segregation of the available information is onerous. No client individually accounted for more than 10% of the revenues during the year ended March 31, 2013 and 2014. a) The segment report of Wipro Limited and its consolidated subsidiaries has been prepared in accordance with the AS 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India (ICAI). b) The Company has the following reportable segments : i. The Company is currently organized by business segments, comprising IT Services, IT Products and Others. Business segments have been determined based on system of internal financial reporting to the board of directors and chief executive officer and are considered to be primary segments. The secondary segment is identified based on the geographic location of the customer. 176 IT Services: The IT Services segment provides IT and IT enabled services to customers. Key service offering includes software application development, application maintenance, research and development services for hardware and software design, data center outsourcing services and business process outsourcing services. IT Products: The IT Products segment sells a range of Wipro personal desktop computers, Wipro servers and Wipro notebooks. The Company is also a value added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. Revenue relating to these items is reported as revenue from the sale of IT Products. The Others’ segment consists of business segments that do not meet the requirements individually for a reportable segment as defined in AS 17 “Segment Reporting” and included corporate and treasury. Segment Revenue and Segment Results include the respective amounts identifiable to each of the segment. Segment revenue resulting from business with other business segments are on the basis of market determined prices and common costs are apportioned on a reasonable basis. iii. iv. v. c) Segment wise depreciation and amortisation is as follows: IT Services IT Products Others Year ended March 31, 2013 9,351 25 21 9,397 2014 10,521 55 18 10,594 d) e) Segment PBIT includes ` 496 for the year ended March 31, 2014, (2013: ` 367) of certain operating other income / (loss) which is reflected in other income in the statement of profit and loss. For the purpose of segment reporting, the Company has included the impact of ‘Other exchange difference, net’ in ‘Revenues’. f ) Segment-wise capital expenditure incurred during the year ended March 31, 2014 and 2013 is given below: IT Services IT Products Others Year ended March 31, 2013 7,361 1,373 14 8,748 2014 8,825 55 10 8,890 Consolidated Financial StatementsAnnual Report 2013-14 g) For the purpose of reporting, business segments are considered as primary segment and geographic segments are considered as secondary segment. 45. Details of non-current investments (i) Investments in Equity Instruments Particulars Opera Solutions LLC Axeda Corporation Mycity Technology Limited Wep Peripherals Limited Total No. of shares 2014 1,593,365 5,462,287 44,935 306,000 2013 - - - - Currency Face value As at March 31, USD USD ` ` 0.001 0.001 10 10 2014 2,360 283 45 24 2,712 2013 - - - - - 46. Details of current investments (i) Investments in Indian money market mutual funds Fund House Reliance Mutual Fund Birla Sun Life Mutual Fund ICICI Prudential Mutual Fund IDFC Mutual Fund Franklin Templeton Mutual Fund L&T Mutual Fund SBI Mutual Fund HDFC Mutual Fund JP Morgan Mutual Fund Religare Invesco Mutual Fund Tata Mutual Fund Kotak Mahindra Mutual Fund Deutsche Mutual Fund UTI Mutual Fund DSP Black Rock Mutual Fund Axis Mutual Fund (ii) Investments in debentures Particulars Debentures in Citicorp Finance (India) Limited (iii) Investments in certificate of deposits / commercial papers and bonds Particulars LIC Housing Finance Limited Sundaram Finance Limited Power Finance Corporation Mahindra & Mahindra Finance Kotak Mahindra Prime Limited Balances as at March 31, 2014 4,846 4,357 1,560 1,428 1,297 1,070 1,070 781 608 578 300 208 192 - - - 18,295 As at March 31, 2014 51 51 As at March 31, 2014 7,170 4,151 3,613 3,576 3,004 2013 2,734 2,377 3,027 2,454 - - 646 705 331 556 300 228 190 257 130 35 13,970 2013 42 42 2013 3,034 2,356 961 - - 177 Consolidated Financial StatementsWipro Limited Particulars As at March 31, IDFC Limited L&T Finance Limited Government of India Bonds ILFS L&T Infrastructure Finance Limited Bajaj Finance Limited Canara Bank HDFC Limited GIC Housing Finance Limited NABARD Exim Bank Limited IRFC Bharath Aluminum Co Limited E.I.D.Parry SIDBI Tata Capital Financial Services Limited Tube Investments SAIL Syndicate Bank Kotak Mahindra Bank Limited Indian Bank National Housing Bank Limited State Bank of Mysore Corporation Bank IDBI Bank State Bank of Patiala ING Vysya Bank Limited Bank of Baroda ICICI Bank Limited Federal Bank Punjab & Sind Bank State Bank of Bikaner & Jaipur Axis Bank Limited Punjab National Bank Tamil Nadu Govt. Bonds Others 2014 2,607 1,940 1,821 1,696 1,663 1,495 1,470 1,453 1,435 649 504 500 490 343 301 248 150 99 - - - - - - - - - - - - - - - - - - 40,378 2013 2,518 1,213 2,000 - - 954 6,926 1,695 955 2,757 499 - - - - - - 100 5,214 4,546 3,221 3,016 1,705 1,680 1,525 1,436 955 929 567 479 479 479 475 470 255 138 53,537 47. Details of Cash and Bank balances Details of balances with banks as of March 31, 2014 are as follows: Bank Name Wells Fargo Bank Canara Bank Axis Bank State Bank of Travancore 178 In Current Account As at March 31, 2014 In Deposit Account Total 32,611 - - - - 14,360 9,360 9,000 32,611 14,360 9,360 9,000 Consolidated Financial StatementsAnnual Report 2013-14 Bank Name Corporation Bank Bank of Baroda Citi Bank HSBC Bank Yes Bank Indian Overseas Bank ICICI Bank Central Bank of India Saudi British Bank Standard Chartered Bank HDFC Bank Oriental Bank of Commerce State Bank of India SBS Bank Ratnakar Bank Bank of America Standard Bank Commerz Bank ING Vysya Bank Rabobank Deutsche Bank Abu Dhabi Commercial Bank IDBI Others including cash and cheques on hand In Current Account As at March 31, 2014 In Deposit Account Total - - 5,513 2,877 - 22 2 - 126 864 512 - 622 311 - 245 107 99 63 53 43 43 38 1,514 45,665 8,955 8,000 2,374 3,322 3,750 3,006 2,580 1,500 1,038 - 259 750 - - 280 - - - - - - - - 2 68,536 8,955 8,000 7,887 6,199 3,750 3,028 2,582 1,500 1,164 864 771 750 622 311 280 245 107 99 63 53 43 43 38 1,516 114,201 As per our report of even date attached For and on behalf of the Board of Directors for BSR & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W Supreet Sachdev Partner Membership No.: 205385 Bangalore May 29, 2014 Azim Premji Chairman & Managing Director N Vaghul Director B C Prabhakar Director Suresh C Senapaty Chief Financial Officer & Executive Director T K Kurien Chief Executive Officer & Executive Director V Ramachandran Company Secretary 179 Consolidated Financial StatementsWipro Limited d e s o p o r P t fi o r P d n e d i v i D r e t f a n o i s i v o r P t fi o r P r o f e r o f e b r e h t O & s e l a S i g n d o H l n i n a h t r e h t o s e i t i l i b a i L s t e s s A l s u p r u S & l a t i p a c s a e t a r y c n e r r u C 4 1 0 2 , 1 3 h c r a M t a s a s e i r a i d i s b u S o t g n i t a l e r n o i t a m r o f n I f o % - s t n e m t s e v n I l a t o T l a t o T s e v r e s e R e r a h S e g n a h c x E g n i t r o p e R y r a i d i s b u S e h t f o e m a N - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) x a t ) 4 1 ( . l c n i ( d n e d i v i d ) 3 1 ( 6 3 1 0 1 3 1 , 0 4 2 1 , 1 0 6 1 , 4 0 9 2 7 3 9 7 2 1 8 2 0 6 6 0 8 5 0 2 4 1 3 7 1 4 1 ) 9 6 ( 0 1 8 4 1 ) 6 5 5 ( ) 6 5 2 ( ) 5 3 1 ( ) 5 5 9 ( ) 5 2 ( ) 4 3 1 ( ) 1 9 2 ( 9 9 1 0 9 8 3 * 9 3 8 4 - 0 3 ) 1 4 ( - ) 2 1 ( ) 1 3 ( ) 3 6 7 1 ( , 6 1 9 9 0 1 2 4 8 9 3 1 ) 3 3 ( 9 5 2 4 3 * 3 1 9 - 8 9 8 5 ) 3 4 ( - - - - - 5 7 2 2 1 ) 2 1 ( - - - - - 8 ) 1 1 ( 5 0 1 0 1 3 1 , ) 3 2 5 ( 1 1 8 1 , 0 2 9 1 7 4 8 1 4 5 6 3 8 2 5 6 8 7 4 2 7 1 6 8 0 5 1 ) 9 6 ( 8 0 1 6 0 2 ) 6 5 5 ( ) 8 9 2 ( ) 5 3 1 ( ) 5 5 9 ( ) 5 2 ( ) 4 3 1 ( ) 1 9 2 ( 4 1 6 4 6 2 2 0 1 * 9 3 8 4 - 8 3 ) 1 4 ( ) 0 1 ( 5 7 3 5 1 , 0 2 5 2 1 , 4 0 4 8 , 9 4 8 1 , 7 2 9 8 1 9 4 , 8 3 0 2 , 1 5 6 1 , 9 4 2 2 , 3 9 7 2 , 9 1 0 2 , 8 4 4 8 6 7 1 , 5 8 0 1 , 3 9 7 6 7 8 7 5 2 1 , 9 9 8 1 , 0 5 4 1 2 1 4 , 7 9 3 6 2 5 6 6 4 2 3 4 2 0 4 7 1 0 1 , 8 3 5 9 0 3 * 8 8 1 8 2 1 0 2 3 - 4 8 % 0 0 1 % 7 6 6 6 . % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 9 9 9 9 . % 8 2 7 9 . % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 4 7 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) 9 ( ) 8 ( ] ) 5 ( & ) 7 ( 4 6 0 9 , 6 0 8 7 , 9 0 0 4 , 9 6 7 8 2 , 4 2 3 7 6 7 4 2 2 , 5 0 3 2 1 0 1 , 0 6 3 8 7 2 2 4 2 0 0 7 2 , 4 4 7 8 4 9 9 3 0 1 , 8 6 9 1 , 2 0 3 1 , 4 0 2 2 3 6 2 , 3 4 8 9 3 3 7 4 8 8 7 9 4 5 6 5 4 9 4 3 9 1 1 8 6 8 6 1 * 8 8 7 3 2 n o i t a x a t n o i t a x a t n o i t a x a t e m o c n I s e i r a i d i s b u s ) 4 ( . l c x e [ ) 6 ( ) 5 ( 5 8 4 7 1 , 1 2 4 8 , 3 5 1 2 1 , 8 8 9 3 , * ) 4 ( 8 5 3 7 9 8 5 2 , 7 7 8 1 2 , 0 1 7 9 0 6 2 , 6 6 3 4 2 , 6 0 7 1 , 6 7 3 8 3 , ) 0 3 5 3 1 ( , 7 3 1 3 2 , 2 0 0 2 , 6 4 9 4 , 3 7 1 1 , 8 7 7 1 , 4 2 7 1 , 1 8 9 5 4 6 1 , 4 0 0 2 , 3 4 9 7 7 2 1 , 6 9 6 2 , 5 5 7 6 8 4 3 5 4 6 8 5 8 1 1 , 9 0 1 ) 9 6 2 1 ( , 3 * 1 5 2 1 7 0 8 1 9 6 1 0 4 5 3 7 5 0 9 9 0 3 1 , ) 4 8 4 1 ( , 5 4 8 1 , ) 8 5 3 ( 2 4 8 6 1 9 4 3 , 4 5 3 1 , 8 1 2 3 2 5 3 1 8 2 7 3 , 4 8 2 7 8 1 0 6 2 ) 5 1 6 ( ) 2 6 1 ( * 1 2 1 8 9 5 7 4 2 9 1 5 1 , 8 7 2 ) 5 9 1 ( * 0 7 4 3 , ) 5 5 0 2 ( , 7 3 7 4 , 2 3 6 9 5 5 3 6 3 4 8 1 7 6 2 2 5 2 0 1 1 5 4 1 3 1 6 7 8 4 2 3 3 0 1 0 6 1 ) 1 1 ( 3 3 2 8 7 1 ) 0 6 ( ) 9 1 1 ( 5 0 6 0 5 2 * 0 5 2 4 5 1 6 2 3 3 7 * 5 7 1 ) 3 ( 4 1 0 2 8 8 9 5 . 7 9 5 1 . 8 8 9 5 . 0 0 1 . 0 0 1 . 2 6 9 9 . 7 3 2 8 . 2 6 9 9 . 0 5 6 2 . 3 3 1 . 4 4 8 1 . 7 3 2 8 . 7 3 2 8 . 4 6 9 . 7 3 2 8 . 8 5 4 . 8 8 9 5 . 5 6 5 . 0 7 9 1 . 8 8 9 5 . 4 6 9 . ) f ( 8 4 8 5 . 7 5 5 5 . 8 8 9 5 . 0 0 1 . 7 3 2 8 . 4 8 1 . 7 3 2 8 . 7 5 5 5 . . 5 8 8 5 1 8 8 9 5 . 8 4 7 . 7 6 1 . 2 6 9 9 . n o 1 3 , h c r a M ) 2 ( D S U R A S D S U R N I R N I P B G R U E P B G L R B P H P N O R R U E R U E B M R R U E N X M D S U R A Z N L P D S U Y P J B M R D U A D S U R N I R U E B H T R U E D U A D H B D S U S R A P B G B U R l l g a s a s r a T u g e s s o e e F t l o t a l r o K y r a g n u H s g n d o H o r p W l i i i ) a ( a d t L a g o o n h c e T l l i s a r B o d o r p W i d e t i i m L K U l i a t e R o r p W i . A S . l a g u t r o P o r p W i d e t i i m L K U o r p W i c n I . D T L s e n p p i i l i h P O P B o r p W i d e t i i m L e t a v i r P s u r p y C o r p W i d e t i i i m L a b a r A o r p W i c n I g n i s s o r c o f n I C L L o r p W i V B s d n a l r e h t e N y g o o n h c e T n o i t a m r o f n l I o r p W i i l ) a ( L R S s e g o o n h c e T o r p W i i H b m G a i r t s u A s e g o o n h c e T o r p W l i d e t i m L i i a h g n a h S o r p W i i l h b m G s e g o o n h c e T o r p W i V . . i C E D A S s e g o o n h c e T o r p W l i c n I l s n o i t u o S r e h g a l l a G o r p W i d e t i i m L ) y r a t i e r p o r P ( a c i r f A h t u o S s e g o o n h c e T o r p W l i i y l r e m r o f ( d e t i i l m L y t P s n o i t u o S s c i t y l a n A x a m o r P o r p W i ) d e t i i m L y t P p u o r G s n o i t a c i l p p A x a m o r P d e t i i m L e t P s k r o w t e N o r p W i o o Z p S d n a o P o r p W l i d e t i i m L u d g n e h C o r p W i K K n a p a J o r p W i x a m o r P y l r e m r o f ( d e t i m L i y t P i l s g n d o H x a m o r P o r p W i ) d e t i i m L y t P s g n d o H l i d e t i i m L ) d n a e r I ( l s e c i v r e S g n i c r u o s t u O o r p W i d e t i i m L o C ) d n a l i a h T ( o r p W i S A S e c n a r F o r p W i d e t i i m L s e c i v r e S T I t r o p r i A o r p W i d e t i i i m L K U s g n d o H o r p W l i C L L s a c i r e m A s n o i t u l o S s c i t y l a n A x a m o r P o r p W i ) l C L L s a c i r e m A s n o i t u o S s c i t y l a n A x a m o r P y l r e m r o f ( i A S a n i t n e g r A s e g o o n h c e T o r p W l i a i s s u R , d e t i i i l m L s e g o o n h c e T o r p W i d e t i i m L e p o r u E o r p W i L L W d e t i i i m L n a r h a B o r p W i . r S . o N 1 2 3 4 5 6 7 8 9 0 1 1 1 2 1 3 1 4 1 5 1 6 1 7 1 8 1 9 1 0 2 1 2 2 2 3 2 4 2 5 2 6 2 7 2 8 2 9 2 0 3 1 3 2 3 3 3 4 3 d e l i a t e d e h T . 4 1 0 2 , 1 3 h c r a M t a s a i s e i r a d i s b u s l i a u d v d n i i t u o b a n o i t a m r o f n i l a i c n a n fi y r a m m u s g n i t n e s e r p s i y n a p m o C e h t , i a d n I f o t n e m n r e v o G , s r i a ff a y n a p m o C f o y r t s i n M e h t i y b n o i t p m e x e e h t o t t n a u s r u P e g n a r r a l l i w e w l r e d o h e r a h s a m o r f t s e u q e r n e t t i r w n o p U . y n a p m o C e h t f o e c ffi o d e r e t s i g e r e h t t a n o i t c e p s n i r o f e b a l l i a v a e r a s e i r a d i s b u s l i i a u d v d n i i e h t f o t r o p e r ’ s r o t i d u a d n a t r o p e r ’ s r o t c e r i d , s t n e m e t a t s l a i c n a n fi 180 i . s e i r a d i s b u s l i a u d v d n i i e h t r o f t r o p e r ’ s r o t i d u a d n a t r o p e r ’ s r o t c e r i d , t n e m e t a t s l a i c n a n fi e h t i f o s e p o c r e v i l e d o t Consolidated Financial StatementsAnnual Report 2013-14 d e s o p o r P t fi o r P d n e d i v i D r e t f a n o i s i v o r P t fi o r P r o f e r o f e b r e h t O & s e l a S i g n d o H l n i n a h t r e h t o s e i t i l i b a i L s t e s s A l s u p r u S & l a t i p a c s a e t a r y c n e r r u C f o % - s t n e m t s e v n I l a t o T l a t o T s e v r e s e R e r a h S e g n a h c x E g n i t r o p e R y r a i d i s b u S e h t f o e m a N - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) x a t . l c n i ( d n e d i v i d n o i t a x a t n o i t a x a t n o i t a x a t e m o c n I s e i r a i d i s b u s ) 4 ( . l c x e [ 6 2 4 2 1 3 1 ) 4 3 ( ) 7 5 ( ) 2 4 ( 4 ) 4 ( 8 2 ) 7 2 ( 9 4 6 ) 5 1 ( ) 8 9 1 ( * 5 6 ) 3 1 ( - 0 1 ) 1 1 ( ) 6 ( ) 3 1 ( ) 2 1 ( 7 5 3 7 3 ) 1 ( ) 2 ( ) 2 ( - - - 6 ) 2 ( - - - ) 3 ( - 9 - - 4 * - * 8 2 - - 8 - - - - - - - - 0 4 4 2 4 8 1 3 1 ) 4 3 ( ) 7 5 ( ) 2 4 ( 1 ) 4 ( 7 3 ) 7 2 ( 9 4 6 ) 0 1 ( ) 8 9 1 ( * 2 9 ) 3 1 ( - 7 1 ) 1 1 ( ) 6 ( ) 3 1 ( ) 2 1 ( 7 5 3 1 4 ) 1 ( ) 2 ( ) 2 ( - - 2 0 1 2 4 3 8 5 6 8 ) 3 ( 6 3 2 2 1 1 * - - 0 1 1 8 0 8 1 , * - * - - 2 9 2 * 0 1 * 5 9 1 9 2 3 3 5 6 3 , - - - - - % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 9 4 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ] ) 5 ( & 4 7 8 7 3 3 3 2 7 7 7 5 1 3 3 4 3 3 5 1 3 8 7 8 6 1 8 ) 2 6 ( ) 1 4 1 ( 1 ) 6 9 ( 1 * 7 7 1 0 0 1 5 6 9 1 , 6 2 3 2 , ) 3 6 1 ( 4 2 5 7 7 5 8 0 5 7 4 8 6 4 2 8 8 1 8 1 1 * 2 0 2 8 5 8 1 6 7 1 8 2 4 2 1 4 1 5 3 1 3 - - 7 3 4 8 1 1 3 4 7 7 6 4 8 3 , 6 7 1 6 1 1 6 2 1 6 3 4 6 2 5 1 2 5 8 1 6 2 3 1 4 6 8 5 0 7 * 3 3 1 4 - - * ) 1 4 ( 3 1 ) 1 3 ( 4 8 ) 4 5 6 ( ) 5 0 9 ( * * 2 4 1 1 * 0 1 7 4 7 4 , ) 9 2 8 1 ( , 7 2 9 1 , 9 5 3 7 5 ) 9 ( ) 6 ( 9 4 2 ) 1 1 ( ) 4 1 ( 2 8 1 3 2 ) 1 ( ) 2 ( ) 3 ( - - * 1 6 2 2 7 - - * 3 5 - 2 6 * - 3 - - . s n o i t a r e p o e c n e m m o c o t t e y d e t i 4 1 0 2 0 5 7 4 . 0 0 1 . . 3 5 5 5 1 n o 1 3 , h c r a M 9 5 8 . 2 6 9 9 . 7 5 5 5 . 1 1 0 . 9 2 8 1 . 0 5 7 4 . 1 0 0 . 7 3 2 8 . 8 8 9 5 . 7 3 2 8 . 7 3 2 8 . 7 5 5 5 . 0 0 1 . 6 3 0 . 8 8 9 5 . 2 6 9 9 . 4 2 4 5 . 3 3 0 . 0 7 9 1 . 8 9 9 . 8 8 9 5 . 8 8 9 5 . 7 3 2 8 . 0 5 9 . 4 4 6 1 . - - D G S R M O R N I P B G P G E D U A P L C R Y M D G S R D I R U E D S U R U E R U E D U A R N I N G N D S U P B G D A C T Z K N L P K O N D S U D S U R U E F E V R A Q - - d e t i m L i ) e p o r u E ( s n o i t u l o S s c i t y l a n A x a m o r P o r p W i ) d e t i i m L ) e p o r u E ( l s n o i t u o S s c i t y l a n A x a m o r P y l r e m r o f ( ) b ( ) I C L L f l u G C A S y l r e m r o f ( C L L f l u G o r p W i d e t i i m L s e c i v r e S l e v a r T o r p W i l E A S t p y g E y g o o n h c e T n o i t a m r o f n I o r p W i d e t i i m L y t P a i l a r t s u A o r p W i A P S e l i l h C y g o o n h c e T o r p W i i D H B N D S s e g o o n h c e T o r p W l i y t P P I G A P y l r e m r o f ( d e t i m L i y t P P I x a m o r P o r p W i ) d e t i m L i d e t i i m L ) s u i t i r u a M ( i l s g n d o H o r p W i ) b ( L R A S e p o r u E o r p W i i l L R A S s e g o o n h c e T c i g o L w e N d e t i i m L a i s e n o d n I T W T P H b m G a i r t s u A g n d o H o r p W l i i d e t i i m L e t P G S P t e n a P l d e t i i i l m L g n d o H s k r a m e d a r T o r p W i P L L n a t s h k a z a K y g o o n h c e T n o i t a m r o f n l I o r p W i . o o z . l p s d n a o P s e c i v r e S T I o r p W i C L L s t n a t l u s n o C s t e k r a M l a t i p a C s u p O C L L s e c i v r e S y g o o n h c e T s u p O l i S A y a w r o N s e g o o n h c e T o r p W l i ) c ( d e t i i m L K U s e c i v r e S g n i c r u o s t u O o r p W i C L L a h o D o r p W i A C . , i l Z V s e g o o n h c e T o r p W i . . i i L S n a p S s e g o o n h c e T o r p W l i d e t i i i m L a d a n a C s e g o o n h c e T o r p W l i l C L L n o i t u o S e c n a r u s n I o r p W i d e t i i m L ) K U ( s k r o w t e N D 3 d e t i i i i m L a i r e g N s e g o o n h c e T o r p W l i d e t i i i m L e t P ) e r o p a g n S ( e r t n e c o n h c e T o r p W i i ) c ( a m n o n A d a d e i c o S . . T W i l s e g o o n h c e T o r p W i i m L K U s e c i v r e S g n i c r u o s t u O o r p W d n a a m n o n A d a d e i c o S i i . . T W i l s e g o o n h c e T o r p W i . 3 1 0 2 1 3 , r e b m e c e D d e d n e r a e y e h t r o f d n a f o s a e r a n o i t a m r o f n i l a i c n a n fi e h T . 4 1 0 2 1 3 , y r a u n a J d e d n e r a e y e h t r o f d n a f o s a e r a n o i t a m r o f n i l a i c n a n fi e h T . r S . o N 5 3 6 3 7 3 8 3 9 3 0 4 1 4 2 4 3 4 4 4 5 4 6 4 7 4 8 4 9 4 0 5 1 5 2 5 3 5 4 5 5 5 6 5 7 5 8 5 9 5 0 6 1 6 2 6 3 6 4 6 ) a ( ) b ( ) c ( ) d ( ) e ( e m e h c s e h t f o s m r e t n i y n a p m o C e h t h t i l w d e t a m a g a m a n e e b e v a h , y n a p m o C e h t i f o s e i r a d i s b u s d e n w o y l l o h w , ) ’ L S T E W I ‘ ( . d t L . t v P a d n i I s e c i v r e S T i I y g r e n E o r p W d n a ) ’ S T W ‘ ( d e t i i m L s e c i v r e S y g o o n h c e T o r p W l i . t s i l e v o b a e h t n i d e d u l c n i n e e b t o n e v a h s e i r a d i s b u s e s e h t i f o n o i t a m r o f n i l a i c n a n fi e h t e c n e h , r a e y t n e r r u c e h t g n i r u d d e t a d u q L n e e b e v a h i i . c n i I k n h t n E d n a d e t i i i l m L K U s e g o o n h c e T o r p W i I e v a h L S T E W d n a S T W f o n o i t a m r o f n i l a i c n a n fi e h t e c n e H . i e t a d d e t n o p p a e h t g n e b 3 1 0 2 i , 1 0 l i r p A h t i w r e d r O s t i o t t n a u s r u p a k a t a n r a K f o t r u o C h g H e b a r o n o H e h t y b d e n o i t c n a s l i ) ’ e m e h c S ‘ ( n o i t a m a g a m a f o l . t s i l e v o b a e h t n i d e d u l c n i n e e b t o n s e e p u r n o i l l i m e n o n a h t s s e l s i l e u a V * . n e Y 0 0 1 r e p s i e t a r e g n a h c x E ) f ( 181 Consolidated Financial StatementsWipro Limited CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Equity holders Wipro Limited: We have audited the accompanying consolidated statements of financial position of Wipro Limited and subsidiaries (“the Company”) as of March 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2014, in conformity with International Financial Reporting Standards as issued by International Accounting Standards Board. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Wipro Limited’s internal control over financial reporting as of March 31, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 18, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG Bangalore, India May 18, 2014 182 Consolidated Financial Statements Under IFRSAnnual Report 2013-14WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Rupees in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2014 2013 ASSETS Goodwill ............................................................................................... Intangible assets ................................................................................ Property, plant and equipment .................................................... Derivative assets ................................................................................ Available for sale investments ...................................................... Deferred tax assets............................................................................ Non-current tax assets..................................................................... Other non-current assets................................................................ Total non-current assets .............................................................. Inventories ........................................................................................... Trade receivables ............................................................................... Other current assets ......................................................................... Unbilled revenues ............................................................................. Available for sale investments ...................................................... Current tax assets .............................................................................. Derivative assets ................................................................................ Cash and cash equivalents ............................................................. Total current assets ........................................................................ TOTAL ASSETS ............................................................................................ EQUITY Share capital ........................................................................................ Share premium ................................................................................... Retained earnings ............................................................................. Share based payment reserve ...................................................... Other components of equity ........................................................ Shares held by controlled trust .................................................... Equity attributable to the equity holders of the Company Non-controlling interest ................................................................. Total equity ................................................................................................. LIABILITIES Loans and borrowings ..................................................................... Derivative liabilities .......................................................................... Deferred tax liabilities ...................................................................... Non-current tax liabilities ............................................................... Other non-current liabilities .......................................................... Provisions ............................................................................................. Total non-current liabilities ....................................................... Loans and borrowings and bank overdraft.............................. Trade payables and accrued expenses ...................................... Unearned revenues .......................................................................... Current tax liabilities ........................................................................ Derivative liabilities .......................................................................... Other current liabilities ................................................................... Provisions ............................................................................................. Total current liabilities .................................................................. TOTAL LIABILITIES ................................................................................... TOTAL EQUITY AND LIABILITIES 6 6 5 16 8 19 12 10 9 12 8 16 11 13 16 19 15 15 13 14 16 15 15 54,756 1,714 50,525 51 — 4,235 10,308 10,738 132,327 3,263 76,635 31,069 31,988 69,171 7,408 3,031 84,838 307,403 439,730 4,926 11,760 259,178 1,316 7,174 (542) 283,812 1,171 284,983 854 118 846 4,790 3,390 9 10,007 62,962 48,067 10,347 10,226 975 10,989 1,174 144,740 154,747 439,730 63,422 1,936 51,449 286 2,676 3,362 10,192 14,295 147,618 2,293 85,392 39,474 39,334 60,557 9,774 3,661 114,201 354,686 502,304 4,932 12,664 314,952 1,021 10,472 (542) 343,499 1,387 344,886 10,909 629 1,796 3,448 4,174 6 20,962 40,683 52,256 12,767 12,482 2,504 14,394 1,370 136,456 157,418 502,304 The accompanying notes form an integral part of these consolidated financial statements. 2014 Convenience Translation into US$ in millions (Unaudited) Refer note 2(iv) 1,057 32 857 5 45 56 170 238 2,460 38 1,423 658 656 1,009 163 61 1,903 5,911 8,371 82 211 5,249 17 175 (9) 5,725 23 5,748 182 10 30 57 70 — 349 678 871 213 208 42 240 23 2,274 2,623 8,371 183 Consolidated Financial Statements Under IFRSWipro Limited WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Rupees in millions, except share and per share data, unless otherwise stated) Notes 2012 2013 2014 Year ended March 31, Continuing operations Revenues ..................................................................... 22 Cost of revenues ....................................................... 23 Gross profit Selling and marketing expenses ......................... 23 General and administrative expenses .............. 23 Foreign exchange gains / (losses), net .............. Results from operating activities Finance expense ....................................................... 24 Finance and other income .................................... 25 Profit before tax Income tax expense ................................................ 19 Profit for the year from continuing operations Discontinued operations Profit after tax for the year from discontinued operations ................................................................... 4 Profit for the year Profit attributable to: Equity holders of the Company .......................... Non-controlling interest ........................................ Profit for the year Profit from continuing operations attributable to: Equity holders of the Company .......................... Non-controlling interest ........................................ Earnings per equity share: 26 Basic .............................................................................. Diluted .......................................................................... Earnings per share from continuing operations: Basic .............................................................................. Diluted .......................................................................... Weighted-average number of equity shares used in computing earnings per equity share: 318,747 (225,794) 92,953 (17,953) (18,416) 3,328 59,912 (3,371) 8,982 65,523 (12,955) 52,568 3,419 55,987 55,730 257 55,987 52,325 243 52,568 22.76 22.69 21.36 21.29 374,256 (260,665) 113,591 (24,213) (22,032) 2,626 69,972 (2,693) 11,317 78,596 (16,912) 61,684 5,012 66,696 66,359 337 66,696 61,362 322 61,684 27.05 26.98 25.01 24.95 2014 Convenience Translation into US$ in millions (Unaudited) Refer note 2(iv) 7,238 (4,925) 2,313 (487) (392) 56 1,490 (48) 242 1,684 (377) 1,307 434,269 (295,488) 138,781 (29,248) (23,538) 3,359 89,354 (2,891) 14,542 101,005 (22,600) 78,405 — 78,405 — 1,307 77,967 438 78,405 77,967 438 78,405 31.76 31.66 31.76 31.66 1,300 7 1,307 1,300 7 1,307 0.53 0.53 0.53 0.53 Basic .............................................................................. Diluted .......................................................................... 2,449,777,457 2,457,511,538 2,453,218,759 2,454,745,434 2,454,745,434 2,459,184,321 2,462,626,739 2,462,626,739 The accompanying notes form an integral part of these consolidated financial statements. 184 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Rupees in millions, except share and per share data, unless otherwise stated) Notes 2012 Year ended March 31, 2014 2013 2014 Convenience Translation into US$ in millions (Unaudited) Refer note 2(iv) 1,307 Profit for the year Items that will not be classified to profit or loss: Defined benefit plan actuarial gains/(losses) ...................... Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences: Translation difference relating to foreign operations .............................................................................. Net change in fair value of hedges of net investment in foreign operations .................................. Net change in fair value of cash flow hedges ...................... Net change in fair value of available for sale investments 18 18 16,19 8,19 Total other comprehensive income, net of taxes ......................... Total comprehensive income for the year ....................................... Attributable to: Equity holders of the Company ................................................ Non-controlling interest.............................................................. 55,987 66,696 78,405 — — — — (190) (190) (3) (3) 9,226 5,038 7,306 (2,780) (350) (20) 6,076 6,076 62,063 61,744 319 62,063 (1,055) 2,847 229 7,059 7,059 73,755 73,358 397 73,755 (2,600) (990) (112) 3,604 3,414 81,819 81,265 554 81,819 121 (43) (17) (2) 60 57 1,364 1,355 9 1,364 The accompanying notes form an integral part of these consolidated financial statements. 185 Consolidated Financial Statements Under IFRSWipro Limited 1 7 3 0 4 2 , 1 9 6 0 8 6 9 3 2 , ) 2 4 5 ( 4 6 ) 8 0 0 1 ( , 4 2 5 1 , 0 6 3 1 , 0 5 2 3 0 2 , 4 2 1 0 3 , 8 0 9 4 , , 5 4 1 9 0 4 4 5 4 2 , , - n o N y t i u q E e l b a t u b i r t t a y t i u q e e h t o t s e r a h S y b d l e h y t i u q e f o s t n e n o p m o c r e h t O h s a C w o fl n g i e r o F y c n e r r u c e r a h S d e s a b l a t o T y t i u q e g n i l l o r t n o c f o s r e d o h l d e l l o r t n o c r e h t O i g n g d e h n o i t a l s n a r t t n e m y a p d e n i a t e R e r a h S e r a h S t s e r e t n i y n a p m o C e h t * t s u r T e v r e s e r e v r e s e r e v r e s e r e v r e s e r i s g n n r a e i m u m e r p l a t i p a c s e r a h s f o . o N Y T I U Q E N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i s e e p u R ( I S E I R A D I S B U S D N A D E T I M I L O R P W I 186 7 8 9 5 5 , 6 7 0 6 , 3 6 0 2 6 , 7 5 2 2 6 9 1 3 0 3 7 5 5 , 4 1 0 6 , 4 4 7 1 6 , 9 9 4 9 — — — — 9 9 4 9 — ) 9 2 2 7 1 ( , ) 1 6 1 ( ) 8 6 0 7 1 ( , 3 6 1 6 8 2 , 9 4 8 ) 1 7 2 6 1 ( , ) 1 6 1 ( ) 0 1 1 6 1 ( , 4 1 3 5 8 2 , — — — — — — — — ) 2 4 5 ( — ) 0 2 ( ) 0 2 ( — ) 0 5 3 ( ) 0 5 3 ( — 4 8 3 6 , 4 8 3 6 , — — — — 0 3 7 5 5 , 0 3 7 5 5 , — — — — — — — — 4 4 — — — — — — — — — — — 9 4 9 ) 3 3 3 ( — 6 1 6 — — — ) 8 6 0 7 1 ( , — — 3 3 3 — ) 8 6 0 7 1 ( , 3 3 3 ) 8 5 3 1 ( , 8 0 9 7 , 6 7 9 1 , 2 1 9 1 4 2 , 7 5 4 0 3 , 7 1 9 4 , , 8 2 2 6 5 7 8 5 4 2 , , — — — — 9 — — 9 — — — — , 3 8 0 7 4 3 4 , — — , 3 8 0 7 4 3 4 , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 0 2 , 1 l i r p A t a s A . . . . . . . . . . . . . . . . . . . . . . . . r a e y e h t r o f e m o c n i e v i s n e h e r p m o C l a t o T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r a e y e h t r o f t fi o r P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e m o c n i e v i s n e h e r p m o c r e h t O . . . . . . . . . . . . . . . . . . . r a e y e h t r o f e m o c n i e v i s n e h e r p m o C l a t o T f o s r e n w o o t s n o i t u b i r t s i d d n a y b s n o i t u b i r t n o C , y n a p m o c e h t f o s r e n w o h t i w n o i t c a s n a r T y t i u q e n i y l t c e r i d d e z i n g o c e r y n a p m o C e h t . . . . . . . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I d e s a b e r a h s e e y o p m e o t d e t a e r l l t s o c n o i t a s n e p m o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p . . . . . . ) 4 e t o n ( i s s e n i s u b d e fi i s r e v d f o r e g r e m e d f o t c e ff E . . . . . . . y n a p m o c e h t f o s r e n w o h t i w s n o i t c a s n a r t l a t o T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1 0 2 , 1 3 h c r a M t a s A i i i ) n o e r e h t x a t d n e d v d g n d u l c n i ( d a p d n e d v d h s a C i i i Consolidated Financial Statements Under IFRSAnnual Report 2013-14 l a t o T y t i u q e g n i l l o r t n o c f o s r e d o h l d e l l o r t n o c r e h t O i g n g d e h n o i t a l s n a r t t n e m y a p d e n i a t e R e r a h S t s e r e t n i y n a p m o C e h t * t s u r T e v r e s e r e v r e s e r e v r e s e r e v r e s e r i s g n n r a e i m u m e r p e r a h S l a t i p a c s e r a h s f o . o N 3 6 1 6 8 2 , 9 4 8 4 1 3 5 8 2 , ) 2 4 5 ( 4 4 ) 8 5 3 1 ( , 8 0 9 7 , 6 7 9 1 , 2 1 9 1 4 2 , 7 5 4 0 3 , 7 1 9 4 , , 8 2 2 6 5 7 8 5 4 2 , , - n o N y t i u q e e h t o t y b e l b a t u b i r t t a d l e h y t i u q E s e r a h S h s a C w o fl n g i e r o F y c n e r r u c e r a h S d e s a b y t i u q e f o s t n e n o p m o c r e h t O Y T I U Q E N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i s e e p u R ( I S E I R A D I S B U S D N A D E T I M I L O R P W I 6 9 6 6 6 , 9 5 0 7 , 5 5 7 3 7 , 7 3 3 0 6 7 9 3 9 5 3 6 6 , 9 9 9 6 , 8 5 3 3 7 , ) 0 8 0 7 1 ( , ) 4 1 ( ) 6 6 0 7 1 ( , 9 3 4 6 — — ) 7 0 5 8 5 ( , ) 1 6 ( ) 5 3 9 4 7 ( , ) 5 7 ( 3 8 9 4 8 2 , 1 7 1 1 , 9 3 4 6 ) 6 4 4 8 5 ( , ) 0 6 8 4 7 ( , 2 1 8 3 8 2 , — — — — — — — — ) 2 4 5 ( — 9 2 2 9 2 2 — 7 4 8 2 , 7 4 8 2 , — 3 2 9 3 , 3 2 9 3 , — — — — 9 5 3 6 6 , 9 5 3 6 6 , — — — — — — ) 8 5 ( ) 8 5 ( 5 1 2 — — — — — 9 8 4 1 , — — — ) 1 6 3 6 ( , ) 1 6 3 6 ( , 0 7 4 5 , — ) 3 0 3 1 ( , — 3 4 6 ) 0 6 6 ( 6 1 3 1 , ) 6 6 0 7 1 ( , — — — — 3 0 3 1 , ) 7 2 0 2 3 ( , ) 0 0 0 0 2 ( , ) 3 9 0 9 4 ( , ) 7 9 6 8 1 ( , 8 7 1 9 5 2 , 0 6 7 1 1 , 6 2 9 4 , , 0 3 7 4 3 9 2 6 4 2 , , — — — — 9 — — 9 — — — — , 2 0 5 8 7 1 4 , — — , 2 0 5 8 7 1 4 , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1 0 2 , 1 l i r p A t a s A . . . . . . . . . . . . . . . . . . . . r a e y e h t r o f e m o c n i e v i s n e h e r p m o C l a t o T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r a e y e h t r o f t fi o r P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e m o c n i e v i s n e h e r p m o c r e h t O . . . . . . . . . . . . . . . . r a e y e h t r o f e m o c n i e v i s n e h e r p m o C l a t o T f o s r e n w o o t s n o i t u b i r t s i d d n a y b s n o i t u b i r t n o C , y n a p m o c e h t f o s r e n w o h t i w n o i t c a s n a r T y t i u q e n i y l t c e r i d d e z i n g o c e r y n a p m o C e h t i i i ) n o e r e h t x a t d n e d v d g n d u l c n i ( d a p d n e d v d h s a C i i i . . . . . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I d e s a b e r a h s e e y o p m e o t d e t a e r l l t s o c n o i t a s n e p m o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p . . . . ) 4 e t o n ( i s s e n i s u b d e fi i s r e v d f o r e g r e m e d f o t c e ff E . . . . y n a p m o c e h t f o s r e n w o h t i w s n o i t c a s n a r t l a t o T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1 0 2 , 1 3 h c r a M t a s A 187 Consolidated Financial Statements Under IFRSWipro Limited l a t o T y t i u q e t s e r e t n i y n a p m o C e h t * t s u r T e v r e s e r e v r e s e r e v r e s e r e v r e s e r g n i l l o r t n o c f o s r e d o h l d e l l o r t n o c r e h t O i g n g d e h n o i t a l s n a r t t n e m y a p d e n i a t e R i s g n n r a e e r a h S e r a h S i m u m e r p l a t i p a c s e r a h s f o . o N 3 8 9 4 8 2 , 1 7 1 1 , 2 1 8 3 8 2 , ) 2 4 5 ( 5 1 2 9 8 4 1 , 0 7 4 5 , 6 1 3 1 , , 8 7 1 9 5 2 0 6 7 1 1 , 6 2 9 4 , , 0 3 7 4 3 9 2 6 4 2 , , - n o N y t i u q e e h t o t y b e l b a t u b i r t t a d l e h y t i u q E s e r a h S h s a C w o fl n g i e r o F y c n e r r u c e r a h S d e s a b y t i u q e f o s t n e n o p m o c r e h t O Y T I U Q E N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i s e e p u R ( I S E I R A D I S B U S D N A D E T I M I L O R P W I 188 5 0 4 8 7 , 4 1 4 3 , 9 1 8 1 8 , 8 3 4 6 1 1 4 5 5 7 6 9 7 7 , 8 9 2 3 , 5 6 2 1 8 , 6 3 1 5 8 3 8 — — — 6 3 1 5 8 3 8 ) 3 7 2 3 2 ( , ) 8 3 3 ( ) 5 3 9 2 2 ( , ) 6 1 9 1 2 ( , ) 8 3 3 ( 6 8 8 4 4 3 , 7 8 3 1 , ) 8 7 5 1 2 ( , 9 9 4 3 4 3 , — — — — — — — — 8 4 7 5 , 3 2 5 2 7 5 , ) 9 ( ) 1 ( 8 8 6 1 7 1 9 4 2 5 , 1 1 2 2 8 ) 2 4 5 ( ) 7 8 ( 9 9 4 0 6 0 0 1 , 2 5 9 4 1 3 , 4 6 6 2 1 , 2 3 9 4 , , 3 7 2 7 1 3 6 6 4 2 , , — — — — — — — — — — — — — — — — ) 4 0 9 ( — 9 0 6 ) 5 9 2 ( 1 2 0 1 , — ) 6 9 ( 8 3 8 ) 5 3 9 2 2 ( , — 4 0 9 — — ) 3 9 1 2 2 ( , 4 0 9 , 3 4 5 2 8 3 3 , — — , 3 4 5 2 8 3 3 , — ) 2 0 3 ( ) 2 0 3 ( — ) 0 9 9 ( ) 0 9 9 ( — 0 9 5 4 , 0 9 5 4 , — — — — 7 6 9 7 7 , 7 6 9 7 7 , — — — — — — — — — — 6 — — 6 — . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) n o e r e h t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1 0 2 , 1 l i r p A t a s A . . . . . . . . . . . . . . . . . . . r a e y e h t r o f e m o c n i e v i s n e h e r p m o C l a t o T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r a e y e h t r o f t fi o r P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e m o c n i e v i s n e h e r p m o c r e h t O . . . . . . . . . . . . . . r a e y e h t r o f e m o c n i e v i s n e h e r p m o C l a t o T f o s r e n w o o t s n o i t u b i r t s i d d n a y b s n o i t u b i r t n o C , y n a p m o c e h t f o s r e n w o h t i w n o i t c a s n a r T y t i u q e n i y l t c e r i d d e z i n g o c e r y n a p m o C e h t i i i x a t d n e d v d g n d u l c n i ( d a p d n e d v d h s a C i i i . . . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p d e s a b . . ) 4 e t o n ( i s s e n i s u b d e fi i s r e v d f o r e g r e m e d f o t c e ff E y n a p m o c e h t f o s r e n w o h t i w s n o i t c a s n a r t l a t o T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1 0 2 , 1 3 h c r a M t a s A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) v i ( 2 e t o n r e f e R ) d e t i d u a n U ( n o i l l i m n i $ S U o t n i n o i t a l s n a r t e c n e i n e v n o C l e r a h s e e y o p m e o t d e t a e r l t s o c n o i t a s n e p m o C . s t n e m e t a t s l a i c n a n fi d e t a d i l o s n o c e s e h t f o t r a p l a r g e t n i n a m r o f i s e t o n g n y n a p m o c c a e h T . 4 1 0 2 , 1 3 h c r a M l f o s a d e h s e r a h s y r u s a e r t 2 1 2 0 4 6 6 1 d n a 3 1 0 2 d n a 2 1 0 2 , , , 1 3 h c r a M l f o s a d e h s e r a h s y r u s a e r t 1 7 2 1 4 8 4 1 s t n e s e r p e R * , , Consolidated Financial Statements Under IFRSAnnual Report 2013-14 WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Rupees in millions, except share and per share data, unless otherwise stated) 2012 Year ended March 31, 2014 2013 Cash flows from operating activities: Profit for the year ............................................................................................... Adjustments to reconcile profit for the year to net cash generated from operating activities: Gain on sale of property, plant and equipment .............................. Depreciation and amortization .............................................................. Exchange (gain) / loss, net ....................................................................... Impact of hedging activities, net........................................................... Gain on sale of investments .................................................................... Loss on sale of subsidiary ......................................................................... Share based compensation ..................................................................... Income tax expense ................................................................................... Share of (profits)/losses of equity accounted investees, net of taxes ................................................................................................................. Dividend and interest (income)/expenses, net ................................ Changes in operating assets and liabilities: .......................................... Trade receivables ............................................................................... Unbilled revenues .............................................................................. Inventories ............................................................................................ Other assets ......................................................................................... Trade payables and accrued expenses....................................... Unearned revenues ........................................................................... Other liabilities and provisions ..................................................... Cash generated from operating activities before taxes ......................... Income taxes paid, net .............................................................................. Net cash generated from operating activities ........................................... Cash flows from investing activities: Expenditure on property, plant and equipment and intangible assets ..................................................................................................................... Proceeds from sale of property, plant and equipment and intangible assets .......................................................................................... Purchase of available for sale investments ........................................ Investment in associate ............................................................................ Proceeds from sale of available for sale investments..................... Investment in newly acquired subsidiaries under demerged business .......................................................................................................... Impact of investment hedging activities, net ................................... Investment in inter-corporate deposits .............................................. Refund of inter-corporate deposits ...................................................... Cash transferred pursuant to Demerger ............................................. Payment for business acquisitions including deposit in escrow, net of cash acquired ................................................................................... Interest received .......................................................................................... Dividend received ....................................................................................... Net cash (used) in investing activities .......................................................... Cash flows from financing activities: Proceeds from issuance of equity shares ........................................... Repayment of loans and borrowings .................................................. Proceeds from loans and borrowings .................................................. Interest paid on loans and borrowings ............................................... Payment of cash dividend (including dividend tax thereon) ...... Net cash (used) in financing activities .......................................................... Net increase / (decrease) in cash and cash equivalents during the year Effect of exchange rate changes on cash and cash equivalents .................. Cash and cash equivalents at the beginning of the year ................................ Cash and cash equivalents at the end of the year (note 11) .................. 2014 Convenience Translation into US$ in millions (Unaudited) Refer note 2(iv) 55,987 66,696 78,405 1,307 (104) 10,129 1,938 1,095 (187) 77 949 13,763 (333) (7,651) (17,470) (5,876) (862) (3,501) 4,289 2,898 1,040 56,181 (16,105) 40,076 (230) 10,835 1,185 (25) (2,464) — 643 18,349 (55) 11,106 1,054 — (1,697) — 513 22,600 107 (9,417) — (11,977) (3,168) (1,963) (47) (2,116) 6,789 713 2,614 88,501 (18,079) 70,422 (8,299) (7,346) 970 (8,902) 7,300 2,420 3,577 89,669 (21,772) 67,897 (1) 185 18 — (28) — 9 377 — (201) (138) (122) 16 (148) 124 40 57 1,495 (364) 1,131 (12,977) (10,616) (8,913) (149) 774 (338,599) — 346,826 471 (492,158) (130) 456,075 1,091 (465,801) — 473,553 — — (14,550) 10,380 — (7,920) 5,799 2,211 (8,056) 22 (70,127) 70,839 (902) (17,229) (17,397) 14,623 1,680 60,899 77,202 (8,276) (2,667) (12,460) 11,410 (4,163) (3,074) 7,376 639 (57,573) 9 (96,911) 108,305 (1,044) (17,080) (6,721) 6,128 789 77,202 84,119 — (5,315) (13,905) 10,865 (3,093) (2,985) 11,375 354 (2,774) 6 (117,550) 106,782 (937) (23,273) (34,972) 30,151 (69) 84,119 114,201 18 (7,762) — 7,894 — (89) (233) 181 (52) (50) 190 6 (46) — (1,959) 1,780 (16) (388) (583) 502 (1) 1,402 1,903 189 The accompanying notes form an integral part of these consolidated financial statements Consolidated Financial Statements Under IFRSWipro Limited WIPRO LIMITED AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Rupees in millions, except share and per share data, unless otherwise stated) 1. The Company overview Wipro Limited (“Wipro” or the “Parent Company”), together with its subsidiaries (collectively, “the Company” or the “Group”) is a leading India based provider of IT Services, including Business Process Outsourcing (“BPO”) services, globally. Effective as of March 31, 2013, the Group completed the demerger (the “Demerger”) of its consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) into Wipro Enterprises Limited (“Resulting Company”), a company incorporated under the laws of India. The Diversified Business is presented as a discontinued operation in the accompanying consolidated financial statements. See Note 4 of these Consolidated Financial Statements for more information regarding the Demerger. Wipro is a public limited company incorporated and domiciled in India. The address of its registered office is Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore–560 035, Karnataka, India. Wipro has its primary listing with Bombay Stock Exchange and National Stock Exchange in India. The Company’s American Depository Shares representing equity shares are also listed on the New York Stock Exchange. These consolidated financial statements were authorized for issue by the Audit Committee on May 18, 2014. 2. Basis of preparation of financial statements (i) Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). (ii) Basis of preparation These consolidated financial statements have been prepared in compliance with IFRS as issued by the IASB. Accounting policies have been applied consistently to all periods presented in these financial statements. The consolidated financial statements correspond to the classification provisions contained in IAS 1(revised), “Presentation of Financial Statements”. For clarity, various items are aggregated in the statements of income and statements of financial position. These items are disaggregated separately in the notes to the consolidated financial statements, where applicable. All amounts included in the consolidated financial statements are reported in millions of Indian rupees (rupees in millions) except share and per share data, unless otherwise stated. Due to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute figures. When an operation is classified as a discontinued operation the comparative income statement is re-presented as if the operation had been discontinued from the start of the comparative period. The Company has retrospectively applied the discontinued operation presentation from the start of the comparative period. (iii) Basis of measurement The consolidated financial statements have been prepared on a historical cost convention and on an accrual basis, except for the following material items which have been measured at fair value as required by relevant IFRS:- a. Derivative financial instruments; b. Available-for-sale financial assets; and The defined benefit asset is recognised as plan assets less c. the present value of the defined benefit obligation. (iv) Convenience translation (unaudited) The accompanying consolidated financial statements have been prepared and reported in Indian rupees, the national currency of India. Solely for the convenience of the readers, the consolidated financial statements as of and for the year ended March 31, 2014, have been translated into United States dollars at the certified foreign exchange rate of US$1 = ` 60.00, as published by Federal Reserve Board of Governors on March 31, 2014. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other rate. (v) Use of estimates and judgment The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes: a) Revenue recognition: The Company uses the percentage of completion method using the input (cost expended) method to measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total expected contract revenue and costs. This 190 Consolidated Financial Statements Under IFRSAnnual Report 2013-14method is followed when reasonably dependable estimates of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, recognized revenue and profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable. b) Goodwill: Goodwill is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The recoverable amount of cash generating units is determined based on higher of value-in-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which includes revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions. c) Income taxes: The major tax jurisdictions for the Company are India and the United States of America. Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. d) Deferred taxes: Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced. Business combination: In accounting for business e) combinations, judgment is required in identifying whether an identifiable intangible asset is to be recorded separately from goodwill. Additionally, estimating the acquisition date fair value of the identifiable assets acquired and liabilities and contingent consideration assumed involves management judgment. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. Changes in these judgments, estimates, and assumptions can materially affect the results of operations. f ) Other estimates: The preparation of financial statements involves estimates and assumptions that affect the reported amount of assets, liabilities, disclosure of contingent liabilities at the date of financial statements and the reported amount of revenues and expenses for the reporting period. Specifically, the Company estimates the uncollectability of accounts receivable by analyzing historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required. Similarly, the Company provides for inventory obsolescence, excess inventory and inventories with carrying values in excess of net realizable value based on assessment of the future demand, market conditions and specific inventory management initiatives. If market conditions and actual demands are less favorable than the Company’s estimates, additional inventory provisions may be required. In all cases inventory is carried at the lower of historical cost and net realizable value. The stock compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest. 3. Significant accounting policies (i) Basis of consolidation Subsidiaries The Company determines the basis of control in line with requirements of IFRS 10. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All intra-company balances, transactions, income and expenses including unrealized income or expenses are eliminated in full on consolidation. Equity accounted investees Equity accounted investees are entities in respect of which the Company has significant influence, but not control, over the financial and operating policies. Interest in associates is accounted for using the equity method. They are initially recorded at cost. Subsequent to initial recognition, the consolidated financial statements include the Company’s share of the profit or loss and other comprehensive income (“OCI”) of equity accounted investees, until the date on which significant influence ceases. Non-controlling interest Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Company’s equity. The interest of non-controlling shareholders may be initially measured either at fair value or at the non- controlling interest’s proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition to acquisition basis. Subsequent 191 Consolidated Financial Statements Under IFRSWipro Limitedto acquisition, the carrying amount of non-controlling interest is the amount of those interest at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if it results in the non-controlling interest having a deficit balance. (ii) Functional and presentation currency Items included in the consolidated financial statements of each of the Company’s subsidiaries and equity accounted investees are measured using the currency of the primary economic environment in which these entities operate (i.e. the “functional currency”). These consolidated financial statements are presented in Indian rupees, the national currency of India, which is the functional currency of Wipro Limited and its domestic subsidiaries and equity accounted investees. (iii) Foreign currency transactions and translation a) Transactions and balances Transactions in foreign currency are translated into the respective functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the exchange rates prevailing at reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results of operating activities. Gains/losses relating to translation or settlement of borrowings denominated in foreign currency are reported within finance expense except foreign exchange gains/losses on short- term borrowings, which are considered as a natural economic hedge for the foreign currency monetary assets and are classified and reported within foreign exchange gains/(losses), net within results from operating activities. Non monetary assets and liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. b) Foreign operations For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations that have local functional currency are translated into Indian rupees using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and held in foreign currency translation reserve (FCTR), a component of equity. When a foreign operation is disposed off, the relevant amount recognized in FCTR is transferred to the statement of income as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the reporting date. c) Others Foreign currency differences arising on the translation or settlement of a financial liability designated as a hedge of a net investment in a foreign operation are recognized in other comprehensive income and presented within equity in the FCTR to the extent the hedge is effective. To the extent the hedge is ineffective, such difference are recognized in statement of income. When the hedged part of a net investment is disposed off, the relevant amount recognized in FCTR is transferred to the statement of income as part of the profit or loss on disposal. Foreign currency differences arising from translation of intercompany receivables or payables relating to foreign operations, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of net investment in foreign operation and are recognized in FCTR. (iv) Financial Instruments a) Non-derivative financial instruments Non derivative financial instruments consist of: – – financial assets, which include cash and cash equivalents, trade receivables, unbilled revenues, finance lease receivables, employee and other advances, investments in equity and debt securities and eligible current and non- current assets; financial liabilities, which include long and short-term loans and borrowings, bank overdrafts, trade payable, eligible current liabilities and non-current liabilities. Non derivative financial instruments are recognized initially at fair value including any directly attributable transaction costs. Financial assets are derecognized when substantial risks and rewards of ownership of the financial asset have been transferred. In cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets are derecognized only when the Company has not retained control over the financial asset. Subsequent to initial recognition, non derivative financial instruments are measured as described below: A. Cash and cash equivalents The Company’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal. For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company’s cash management system. B. Available-for-sale financial assets The Company has classified investments in liquid mutual funds, equity securities, other than equity accounted investees and 192 Consolidated Financial Statements Under IFRSAnnual Report 2013-14certain debt securities (primarily certificate of deposits with banks) as available-for-sale financial assets. These investments are measured at fair value and changes therein are recognized in other comprehensive income and presented within equity, net of taxes. The impairment losses, if any, are reclassified from equity into statement of income. When an available for sale financial asset is derecognized, the related cumulative gain or loss in equity is transferred to statement of income. C. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. Loans and receivables are initially recognized at fair value plus transaction costs and subsequently measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade receivables, unbilled revenues, cash and cash equivalents and other assets. D. Trade and other payables Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the short maturity of these instruments. b) Derivative financial instruments The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in foreign operations and forecasted cash flows denominated in foreign currency. The Company limits the effect of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments where the counterparty is a bank. Derivatives are recognized and measured at fair value. Attributable transaction cost are recognized in statement of income as cost. A. Cash flow hedges Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized in other comprehensive income and held in cash flow hedging reserve, a component of equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results from operating activities. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the statement of income upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance is immediately recognized in the statement of income. B. Hedges of net investment in foreign operations The Company designates derivative financial instruments as hedges of net investments in foreign operations. The Company has also designated a combination of foreign currency denominated borrowings and related cross-currency swaps as a hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as a hedge of net investment in foreign operations are recognized in other comprehensive income and presented within equity in the FCTR to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results from operating activities. C. Others Changes in fair value of foreign currency derivative instruments not designated as cash flow hedges or hedges of net investment in foreign operations are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results from operating activities. Changes in fair value and gains/(losses) on settlement of foreign currency derivative instruments relating to borrowings, which have not been designated as hedges are recorded in finance expense. (v) Equity and share capital a) Share capital and share premium The Company has only one class of equity shares. The authorized share capital of the Company is 2,650,000,000 equity shares, par value ` 2 per share. Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as share premium. Subsequent to March 31, 2014, the authorized share capital of the Company has been increased to 2,917,500,000. Every holder of the equity shares, as reflected in the records of the Company as of the date of the shareholder meeting shall have one vote in respect of each share held for all matters submitted to vote in the shareholder meeting. b) Shares held by controlled trust (Treasury shares) The Company’s equity shares held by the controlled trust, which is consolidated as a part of the Group are classified as Treasury Shares. The Company has 14,841,271 and 16,640,212 treasury shares as of March 31, 2013 and 2014, respectively. Treasury shares are recorded at acquisition cost. c) Retained earnings Retained earnings comprises of the Company’s prior years’ undistributed earnings after taxes. A portion of these earnings amounting to ` 1,139 is not freely available for distribution. 193 Consolidated Financial Statements Under IFRSWipro Limitedd) Share based payment reserve The share based payment reserve is used to record the value of equity-settled share based payment transactions with employees. The amounts recorded in share based payment reserve are transferred to share premium upon exercise of stock options by employees. e) Cash flow hedging reserve Changes in fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognized in other comprehensive income (net of taxes), and presented within equity in the cash flow hedging reserve. f) Foreign currency translation reserve The exchange difference arising from the translation of financial statements of foreign subsidiaries, differences arising from translation of long-term intercompany receivables or payables relating to foreign operations, changes in fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as hedge of net investment in foreign operations are recognized in other comprehensive income, and presented within equity in the FCTR. g) Other reserve Changes in the fair value of available for sale financial assets is recognized in other comprehensive income (net of taxes), and presented within equity in other reserve. h) Dividend A final dividend, including tax thereon, on common stock is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by the board of directors. (vi) Property, plant and equipment a) Recognition and measurement Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. Borrowing costs directly attributable to the construction or production of a qualifying asset are capitalized as part of the cost. b) Depreciation The Company depreciates property, plant and equipment over the estimated useful life on a straight-line basis from the date the assets are available for use. Assets acquired under finance lease and leasehold improvements are amortized over the shorter of estimated useful life of the asset or the related lease term. Freehold land is not depreciated. The estimated useful life of assets are reviewed and where appropriate are adjusted, annually. The estimated useful lives of assets for the current and comparative period are as follows: 194 Category Buildings Plant and machinery Computer equipment and software Furniture, fixtures and equipment Vehicles Useful life 30 to 60 years 2 to 21 years 2 to 6 years 3 to 10 years 4 years When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Deposits and advances paid towards the acquisition of property, plant and equipment outstanding as of each reporting date and the cost of property, plant and equipment not available for use before such date are disclosed under capital work- in-progress. (vii) Business combination, Goodwill and Intangible assets a) Business combination Business combinations are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of an acquisition. Transaction costs incurred in connection with a business combination are expensed as incurred. The cost of an acquisition also includes the fair value of any contingent consideration. Any subsequent changes to the fair value of contingent consideration classified as liabilities are recognized in the consolidated statement of income. b) Goodwill The excess of the cost of an acquisition over the Company’s share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities is recognized as goodwill. If the excess is negative, a bargain purchase gain is recognized immediately in the statement of income. c) Intangible assets Intangible assets acquired separately are measured at cost of an acquisition. Intangible assets acquired in a business combination are measured at fair value as at the date of an acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses, if any. The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and consumed. Intangible assets with indefinite lives comprising of brands are not amortized, but instead tested for impairment at least annually and written down to the recoverable amount as required. Consolidated Financial Statements Under IFRSAnnual Report 2013-14The estimated useful life of amortizable intangibles are reviewed and where appropriate are adjusted, annually. The estimated useful lives of the amortizable intangible assets for the current and comparative periods are as follows: Category Customer-related intangibles Marketing related intangibles (viii) Leases Useful life 2 to 11 years 20 to 30 years The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is assessed for whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. a) Arrangements where the Company is the lessee Leases of property, plant and equipment, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lower of the fair value of the leased property and the present value of the minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognized in the statement of income on a straight-line basis over the lease term. b) Arrangements where the Company is the lessor In certain arrangements, the Company recognizes revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognizes unearned income as financing revenue over the lease term using the effective interest method. (ix) Inventories Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined using the weighted average method. (x) Impairment a) Financial assets The Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. If any such indication exists, the Company estimates the amount of impairment loss. A. Loans and receivables Impairment losses on trade and other receivables are recognized using separate allowance accounts. Refer Note 2 (v) for further information regarding the determination of impairment. B. Available for sale financial asset When the fair value of available-for-sale financial assets declines below acquisition cost and there is objective evidence that the asset is impaired, the cumulative gain/loss that has been recognized in other comprehensive income, a component of equity in other reserve is transferred to the statement of income. An impairment loss may be reversed in subsequent periods, if the indicators for the impairment no longer exist. Such reversals are recognized in other comprehensive income. b) Non financial assets The Company assesses long-lived assets, such as property, plant, equipment and acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the asset or group of assets. The recoverable amount of an asset or cash generating unit is the higher of its fair value less cost to sell (FVLCTS) and its value-in-use (VIU). If the recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of income. If at the reporting date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognized initially. Intangible assets with indefinite lives comprising of brands are not amortized, but instead tested for impairment at least annually at the same time and written down to the recoverable amount as required. Goodwill is tested for impairment at least annually at the same time and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash-generating unit or groups of cash-generating units which represent the lowest level at which goodwill is monitored for internal management purposes. An impairment in respect of goodwill is not reversed. (xi) Employee Benefit a) Post-employment and pension plans The Group participates in various employee benefit plans. Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under 195 Consolidated Financial Statements Under IFRSWipro Limiteda defined contribution plan, the Company’s only obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks fall on the employee. The expenditure for defined contribution plans is recognized as an expense during the period when the employee provides service. Under a defined benefit plan, it is the Company’s obligation to provide agreed benefits to the employees. The related actuarial and investment risks fall on the Company. The present value of the defined benefit obligations is calculated using the projected unit credit method. During the year ended March 31, 2014, the Company has applied IAS 19 (as revised in June 2011) Employee Benefits and the related consequential amendments. IAS 19R has been applied retrospectively in accordance with transitional provisions. As a result, all actuarial gains or losses are immediately recognized in other comprehensive income and permanently excluded from profit or loss. Further, the profit or loss will no longer include an expected return on plan assets. Instead net interest recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognized as part of re- measurement of net defined liability or asset through other comprehensive income. The adoption of Revised IAS 19 did not have a material impact on the consolidated financial statements. Also, the comparative information has not been restated as the cumulative effect of the change in the accounting policy is not material to the consolidated financial statements. The company has the following employee benefit plans: A. Provident fund Employees receive benefits from a provident fund, which is a defined benefit plan. The employer and employees each make periodic contributions to the plan. A portion of the contribution is made to the approved provident fund trust managed by the Company; while the remainder of the contribution is made to the government administered pension fund. The Company is generally liable for any shortfall in the fund assets based on the government specified minimum rates of return. B. Superannuation Superannuation plan, a defined contribution scheme is administered by Life Insurance Corporation of India and ICICI Prudential Insurance Company Limited. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary. C. Gratuity In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by the Life Insurance Corporation of India (LIC), HDFC Standard Life, TATA AIG and Birla Sun-life. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation using the projected unit credit method. The Company recognizes actuarial gains and losses immediately in other comprehensive income. b) Termination benefits Termination benefits are recognized as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date, or to provide termination benefit as a result of an offer made to encourage voluntary redundancy. c) Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are recorded as expense as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit- sharing plans, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. d) Compensated absences The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilized accumulating compensated absences and utilize it in future periods or receive cash at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognizes accumulated compensated absences based on actuarial valuation using the projected unit credit method. Non-accumulating compensated absences are recognized in the period in which the absences occur. The Company recognizes actuarial gains and losses immediately in the statement of income. (xii) Share based payment transaction Employees of the Company receive remuneration in the form of equity settled instruments, for rendering services over a defined vesting period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant. In cases, where equity instruments are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recognized in the statement of income with a corresponding increase to the share based payment reserve, a component of equity. The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants (accelerated amortization). The stock compensation 196 Consolidated Financial Statements Under IFRSAnnual Report 2013-14expense is determined based on the Company’s estimate of equity instruments that will eventually vest. (xiii) Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract. of contract cost incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the statement of income in the period in which such losses become probable based on the current contract estimates. ‘Unbilled revenues’ represent cost and earnings in excess of billings as at the end of the reporting period. ‘Unearned revenues’ represent billing in excess of revenue recognized. Advance payments received from customers for which no services have been rendered are presented as ‘Advance from customers’. C. Maintenance contract Revenue from maintenance contracts is recognized ratably over the period of the contract using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period of time, revenue is recognized on a straight-line basis over the specified period unless some other method better represents the stage of completion. In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognized with respect to the actual output achieved till date as a percentage of total contractual output. Any residual service unutilized by the customer is recognized as revenue on completion of the term. (xiv) Revenue b) Products The Company derives revenue primarily from software development and related services, BPO services, sale of IT and other products. a) Services The Company recognizes revenue when the significant terms of the arrangement are enforceable, services have been delivered and the collectability is reasonably assured. The method for recognizing revenues and costs depends on the nature of the services rendered: A. Time and materials contracts Revenues and costs relating to time and materials contracts are recognized as the related services are rendered. B. Fixed-price contracts Revenues from fixed-price contracts, including systems development and integration contracts are recognized using the “percentage-of-completion” method. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. If the Company does not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues and costs, revenue is recognized only to the extent Revenue from products are recognized when the significant risks and rewards of ownership have transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. c) Multiple element arrangements Revenue from contracts with multiple-element arrangements are recognized using the guidance in IAS 18, Revenue. The Company allocates the arrangement consideration to separately identifiable components based on their relative fair values or on the residual method. Fair values are determined based on sale prices for the components when it is regularly sold separately, third-party prices for similar components or cost plus, an appropriate business-specific profit margin related to the relevant component. d) Others The Company accounts for volume discounts and pricing incentives to customers by reducing the amount of revenue recognized at the time of sale. Revenues are shown net of sales tax, value added tax, service tax and applicable discounts and allowances. Revenue includes excise duty. 197 Consolidated Financial Statements Under IFRSWipro LimitedThe Company accrues the estimated cost of warranties at the time when the revenue is recognized. The accruals are based on the Company’s historical experience of material usage and service delivery costs. (xv) Finance expense Finance expense comprise interest cost on borrowings, impairment losses recognized on financial assets, gains / (losses) on translation or settlement of foreign currency borrowings and changes in fair value and gains / (losses) on settlement of related derivative instruments except foreign exchange gains/ (losses), net on short-term borrowings which are considered as a natural economic hedge for the foreign currency monetary assets which are classified as foreign exchange gains / (losses), net within results from operating activities. Borrowing costs that are not directly attributable to a qualifying asset are recognized in the statement of income using the effective interest method. (xvi) Finance and other income Finance and other income comprises interest income on deposits, dividend income and gains / (losses) on disposal of available-for-sale financial assets. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established. (xvii) Income tax Income tax comprises current and deferred tax. Income tax expense is recognized in the statement of income except to the extent it relates to a business combination, or items directly recognized in equity or in other comprehensive income. a) Current income tax Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability simultaneously. b) Deferred income tax Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction. Deferred income tax asset are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. (xviii) Earnings per share Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options and warrants, except where the results would be anti-dilutive. (xix) Discontinued operations A discontinued operation is a component of the Company’s business that represents a separate line of business that has been disposed off or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon the earlier of disposal or when the operation meets the criteria to be classified as held for sale. A demerger that is a business under common control is outside the scope of IFRS 3, Business Combination and IFRIC 17, Non- Current Assets Held for Sale and Discontinued Operations and can be accounted using either carrying values or fair values. The Company accounts for such demergers at carrying value. New Accounting standards adopted by the Company: The Company has, with effect from April 1, 2013, adopted the following new accounting standards and amendments to accounting standards, including any consequential amendments to other accounting standards. 198 Consolidated Financial Statements Under IFRSAnnual Report 2013-14Amendment to IAS 1 “Presentation of Financial Statements” that will improve and align the presentation of items of other comprehensive income (OCI) in financial statements prepared in accordance with International Financial Reporting Standards (IFRSs). Consequent to the adoption of Amendments to IAS 1, the Company has modified the presentation of items of other comprehensive income in the consolidated statement of comprehensive income, to present separately items that may be reclassified subsequently to profit or loss from those that will not be. The adoption of amendment to IAS 1 has no impact on the recognised assets, liabilities and comprehensive income of the Company. Amendments to IFRS 7 * “Financial Instruments Disclosures” the amended standard requires additional disclosures where financial assets and financial liabilities are offset in the statement of financial position. These disclosures will provide users with information that is useful in (a) evaluating the effect or potential effect of netting arrangements on an entity’s financial position and (b) analyzing and comparing financial statements prepared in accordance with IFRSs and U.S. GAAP. IFRS 10 * “Consolidated Financial Statements (2011)” The new standard establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 replaces the consolidation requirements in SIC-12 “Consolidation—Special Purpose Entities” and IAS 27 “Consolidated and Separate Financial Statements”. IFRS 10 builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 12 * “Disclosure of Interests in Other Entities” This standard provides comprehensive disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose entities. The objective of the standard is to enable the entities to disclose the significant judgement and assumptions it has made in determining: the nature of its interest in another entity or arrangement, i) i.e control, joint control or significant influence. The type of joint arrangement when the joint arrangement ii) is structured through separate vehicle IFRS 13 * “Fair Value Measurement” The new standard defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 applies when other IFRSs require or permit fair value measurements. It does not introduce any new requirements to measure an asset or a liability at fair value or change what is measured at fair value in IFRSs or address how to present changes in fair value. IAS 19 * “Employee Benefits (2011)” The new standard has eliminated an option to defer the recognition of gains and losses through re-measurements and requires such gain or loss to be recognized through other comprehensive income in the year of occurrence to reduce volatility. The amended standard requires immediate recognition of effects of any plan amendments. Further it also requires return on assets in profit or loss to be restricted to government bond yields or corporate bond yields, considered for valuation of Projected Benefit Obligation, irrespective of actual portfolio allocations. The actual return from the portfolio in excess of or less than such yields is recognized through Other Comprehensive Income. the adoption of these accounting standards including * consequential amendments did not have any material impact on the consolidated financial statements of the Company. New Accounting standards not yet adopted by the Company: A number of new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after 1 April 2013, and have not been applied in preparing these consolidated financial statements. These are: In November 2009, the IASB issued the chapter of IFRS 9 “Financial Instruments relating to the classification and measurement of financial assets”. The new standard represents the first phase of a three-phase project to replace IAS 39 “Financial Instruments: Recognition and Measurement” (IAS 39) with IFRS 9 Financial Instruments (IFRS 9). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the many different rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial assets (its business model) and the contractual cash flow characteristics of the financial assets. In October 2010, the IASB added the requirement relating to classification and measurement of financial liabilities to IFRS 9. Under the amendment, an entity measuring its financial liability at fair value, can present the amount of fair value change attributable to entity’s own credit risk in other comprehensive income. Further the IASB also decided to carry-forward unchanged from IAS 39 requirements relating to de-recognition of financial assets and financial liabilities. The effective date to adopt IFRS 9 is yet to be notified. The Company is evaluating the impact these amendments will have on the Company’s consolidated financial statements. In December 2011, the IASB issued an amendment to IAS 32 “Offsetting financial assets and financial liabilities”. The purpose of the amendment is to clarify some of the requirements for offsetting financial assets and financial liabilities on the statements of financial position. This includes clarifying the meaning of “currently has a legally enforceable right to set- off” and also the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendment is effective retrospectively for fiscal years beginning on or after January 1, 2014. Earlier application is permitted. These amendments are not expected to have a material impact on the Company’s consolidated financial statements. 199 Consolidated Financial Statements Under IFRSWipro Limited4. Demerger of diversified business and discontinued operations During the financial year 2012-13, the Company had initiated and completed the demerger of its consumer care and lighting, infrastructure engineering and other non-IT business segment (collectively, “the Diversified Business”). The scheme was effective March 31, 2013 after the sanction of the Honorable High Court of Karnataka and filing of the certified copy of the scheme with the Registrar of Companies. Following the Effective Date, the Diversified Business is classified and presented in the consolidated financial statements as discontinued operation in accordance with IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations. The Demerger is considered as business under common control and hence is outside the scope of application of IFRS 3 and International Financial Reporting Standards Interpretations’ (‘IFRIC’) 17. Accordingly, assets and liabilities of the Diversified Business as on the Effective Date are at their carrying values. The results of the Diversified Business are as follows: Revenues ................................................................................................................. Expenses (net) ......................................................................................................... Finance and other income/(expense), net .................................................... Share of profits/(losses) of equity accounted investee, net of taxes ... Profit before tax .................................................................................................... Income tax expense .............................................................................................. Profit for the period from discontinued operations ........................... Profit from discontinued operations attributable to: Equity holders of the Company ........................................................................ Non-controlling interest ...................................................................................... Earnings per equity share: Basic ............................................................................................................................ Diluted ........................................................................................................................ Weighted average number of equity shares used in computing earnings per equity share: Basic ............................................................................................................................ Diluted ........................................................................................................................ Cash flows from/ (used in) discontinued operations Net cash flows from operating activities ....................................................... Net cash flows used in investing activities .................................................... Net cash flows from/(used) in financing activities ..................................... Increase in net cash flows for the period .................................................. Year ended March 31, 2012 ` 53,226 (49,125) (207) 333 4,227 (808) ` 3,419 ` 3,405 14 ` 3,419 1.39 1.39 2013 ` 56,706 (51,530) 1,380 (107) 6,449 (1,437) ` 5,012 ` 4,997 15 ` 5,012 2.04 2.03 2,449,777,457 2,457,511,538 2,453,218,759 2,459,184,321 Year ended March 31, 2012 ` 4,298 (3,321) (161) ` 816 2013 ` 5,709 (9,825) 4,611 ` 495 Effect of disposal on the financial position of the Company as on the effective date Goodwill ................................................................................................................................................................................................... Intangible assets .................................................................................................................................................................................... Property, plant and equipment ........................................................................................................................................................ Investment in equity accounted investee .................................................................................................................................... Investment in newly acquired subsidiaries .................................................................................................................................. Other assets ............................................................................................................................................................................................. Inventories ............................................................................................................................................................................................... Trade receivables ................................................................................................................................................................................... Available for sale investments .......................................................................................................................................................... 200 2014 — — — — — — — — — — — — — — 2014 — — — — ` 18,660 3,255 9,722 3,193 8,276 6,175 7,543 7,048 13,009 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 Current tax assets .................................................................................................................................................................................. Cash and cash equivalents ................................................................................................................................................................. Loans and borrowings ......................................................................................................................................................................... Deferred tax liabilities, net ................................................................................................................................................................. Trade payables, other liabilities and provisions ......................................................................................................................... Net assets and liabilities .................................................................................................................................................................. 14 4,163 (7,515) (1,122) (13,914) ` 58,507 The above is effected in the consolidated statements of changes in equity for the year ended March 31, 2013. 5. Property, plant and equipment Cost: As at April 1, 2012 Translation adjustment Additions Acquisition through business combination Disposal / adjustments Effect of demerger of diversified business As at March 31, 2013 Accumulated depreciation/impairment: As at April 1, 2012 Translation adjustment Depreciation Disposal / adjustments Effect of demerger of diversified business As at March 31, 2013 Capital work-in-progress** Net carrying value as at March 31, 2013 Cost: As at April 1, 2013 Translation adjustment Additions Acquisition through business combination Disposal / adjustments As at March 31, 2014 Accumulated depreciation/impairment: As at April 1, 2013 Translation adjustment Depreciation Disposal / adjustments As at March 31, 2014 Capital work-in-progress Net carrying value as at March 31, 2014 ` ` ` ` ` ` ` ` Land Buildings Plant and machinery* Furniture fixtures and equipment Vehicles Total 4,243 ` 15 159 — (4) (423) 3,990 ` 25,326 ` 267 396 2 (109) (3,095) 22,787 ` — ` — — — — — ` 3,259 ` 89 745 (69) (987) 3,037 ` 65,575 1,235 5,960 200 (1,624) (9,548) 61,798 ` 42,797 ` 786 7,651 (1,503) (5,641) 44,090 ` 3,990 ` 21 — — (324) 3,687 ` 22,787 ` 338 1,037 — (100) 24,062 ` 61,798 ` 1,936 9,851 106 (1,381) 72,310 ` — ` — — — — ` 3,037 ` 121 718 (61) 3,815 ` 44,090 ` 1,242 7,731 (748) 52,315 ` ` 12,510 70 910 7 (716) (1,101) 11,680 ` `109,736 ` 2,082 1,596 9 7,477 52 209 — (2,870) (417) (296) (14,463) 1,430 ` 101,685 8,266 ` 23 1,647 (645) (717) 8,574 ` 11,680 ` 181 1,269 53 (836) 12,347 ` 8,574 ` 129 1,553 (721) 9,535 ` 1,885 ` 9 143 (391) (251) 1,395 ` ` 56,207 907 10,186 (2,608) (7,596) 57,096 5,936 50,525 1,430 ` 101,685 2,476 12,187 160 (3,136) 113,372 — 30 1 (495) 966 ` 1,395 ` 1 39 (491) 944 ` ` 57,096 1,493 10,041 (2,021) 66,609 4,686 51,449 * Including net carrying value of computer equipment and software amounting to ` 7,236 and ` 8,508 as at March 31, 2013 and 2014, respectively. ** Net of ` 2,855 pertains to the Diversified Business and is presented as discontinued operations. 201 Consolidated Financial Statements Under IFRSWipro Limited Interest capitalized by the Company was ` 197 and ` 149 for the year ended March 31, 2013 and 2014, respectively. The capitalization rate used to determine the amount of borrowing cost capitalized for the year ended March 31, 2013 and 2014 are 8.82% and 8.02%, respectively. 6. Goodwill and Intangible assets The movement in goodwill balance is given below: Balance at the beginning of the year Translation adjustment Acquisition through business combination, net Effect of demerger of diversified business Balance at the end of the year Year ended March 31, 2014 2013 ` 67,937 ` 54,756 5,571 3,810 1,669 3,095 (18,660) — 54,756 ` 63,422 ` Acquisition through business combination for the year ended March 31, 2014, includes goodwill recognized on the acquisition of Opus Capital Markets Consultants LLC under the IT Services Segment. Following the Demerger, the Company’s remaining two business segments are IT Services and IT Products. Starting with the quarter ended June 30, 2013, we implemented a new segment reporting structure to align ourselves with industry trends. Please see Note 31 of the Notes to Consolidated Financial Statements for additional information regarding our segment reporting. Segment As at March 31, 2014 IT Services business BFSI ............................................................ HLS ............................................................ RCTG ............................................................ ENU ............................................................ MFG ............................................................ GMT ............................................................ IT Products ........................................................... Total ....................................................................... ` ` 13,764 13,496 9,515 11,738 11,562 2,697 650 63,422 Goodwill as at March 31, 2013 and 2014 has been allocated to the following reportable segments based on old basis of segmentation: Segment IT Services IT Products Total ` ` As at March 31, 2013 2014 54,169 ` 62,772 650 54,756 ` 63,422 587 The goodwill held in Healthcare cash generating unit (CGU) is considered significant in comparison to the total carrying amount of CGU as at March 31, 2014. The goodwill held in these CGUs are as follows: CGUs As at March 31, 2013 14,113 ` 12,252 2014 * 13,496 ` Goodwill as at March 31, 2014 has been allocated to the following reportable segment based on new basis of segmentation: Infocrossing Healthcare The movement in intangible assets is given below: Cost: As at April 1, 2012 Translation adjustment Acquisition through business combination Additions Effect of demerger of diversified business As at March 31, 2013 Accumulated amortization and impairment: As at April 1, 2012 Translation adjustment Amortization Effect of demerger of diversified business As at March 31, 2013 Net carrying value as at March 31, 2013 202 * Effective 2013-14, Infocrossing CGU has been integrated with the service line operations of the Company. Intangible assets Customer related Marketing related ` ` 2,930 31 497 — (455) 3,003 ` 1,162 — 470 — ` 1,632 ` 1,371 ` ` ` ` ` 3,663 55 663 — (3,563) 818 1,202 125 53 (905) 475 343 Total ` ` 6,593 86 1,160 — (4,018) 3,821 ` 2,364 125 523 (905) ` 2,107 ` 1,714 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 Cost: As at April 1, 2013 Translation adjustment Acquisition through business combination Additions As at March 31, 2014 Accumulated amortization and impairment: As at April 1, 2013 Translation adjustment Amortization Effect of demerger of diversified business As at March 31, 2014 Net carrying value as at March 31, 2014 Intangible assets Customer related Marketing related ` 3,003 63 338 — ` 3,404 ` 1,632 — 462 (202) ` 1,892 ` 1,512 ` 818 43 219 20 ` 1,100 ` ` ` 475 125 76 — 676 424 Total ` 3,821 106 557 20 ` 4,504 ` 2,107 125 538 (202) ` 2,568 ` 1,936 Amortization expense on intangible assets is included in selling and marketing expenses in the statement of income. As of March 31, 2014, the estimated remaining amortization period for customer-related intangibles acquired on acquisition are as follows: Acquisition Citi Technology Services Limited Science Application International Corporation Promax Applications Group Opus Capital Markets Consultants LLC Estimated remaining amortization period 0.75 years 0.25 – 7.25 years 0.25 – 8.25 years 0.25 – 6.75 years Goodwill and indefinite life intangibles were tested for impairment annually in accordance with the Company’s procedure for determining the recoverable value of such assets. For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the Group at which goodwill is monitored for internal management purposes, and which is not higher than the Group’s operating segment. The recoverable amount of the CGU is the higher of its FVLCTS and its VIU. The FVLCTS of the CGU is determined based on the market capitalization approach, using the turnover and earnings multiples derived from observable market data. The VIU is determined based on discounted cash flow projections. Key assumptions on which the Company has based its determination of VIUs include: a) Estimated cash flows for five years based on formal/ approved internal management budgets with extrapolation for the remaining period, wherever such budgets were shorter than 5 years period. b) Terminal value arrived by extrapolating last forecasted year cash flows to perpetuity using long-term growth rates. These long-term growth rates take into consideration external macroeconomic sources of data. Such long-term growth rate considered does not exceed that of the relevant business and industry sector. The discount rates used are based on the Company’s c) weighted average cost of capital as an approximation of the weighted average cost of capital of a comparable market participant, which are adjusted for specific country risks. Value-in-use is calculated using after tax assumptions. The d) use of after tax assumptions does not result in a value-in-use that is materially different from the value-in-use that would result if the calculation was performed using before tax assumptions. The before tax discount rate is determined based on the value-in-use derived from the use of after tax assumptions. Assumptions Year ended March 31, Terminal value long- term growth rate After tax discount rate Before tax discount rate 2013 2%-6 % 10%-15.5 % 11.7%-23.1 % 2014 5 % 16.5 % 22.6 % Based on the above, no impairment was identified as of March 31, 2013 and 2014 as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as of March 31, 2013 and 2014 were at risk of impairment. An analysis of the calculation’s sensitivity to a change in the key parameters (Revenue growth, operating margin, discount rate and long-term growth rate) based on reasonably probable assumptions, did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount. 203 Consolidated Financial Statements Under IFRSWipro Limited 7. Business combination A summary of the acquisitions completed in the financial year 2011-12 and 2012-13 is given below Management’s assessment of business rationale The acquisition will further strengthen Company’s presence in the Energy, Natural Resources and Utilities domain. Name of entity and effective date of acquisition Nature of business Global oil and gas consulting, system integration and outsourcing services to global oil majors with significant domain capabilities in the areas of digital oil field, petro- technical data management and petroleum application services, addressing the upstream segment Global oil and gas information technology practice of the Commercial Business Services Business Unit of Science Applications International Corporation Inc., along with 100% of the share capital in SAIC Europe Limited and SAIC India Private Limited. On July 2, 2011 the Company also acquired 100% of the share capital of SAIC Gulf LLC (Collectively referred as “SAIC”) (June and July 2011) The total purchase price has been allocated to the acquired assets and liabilities as follows: Name of entity Purchase consideration including earn-outs Net assets Deferred tax liabilities Intangible assets Goodwill SAIC 7,536 1,478 7 756 5,309 Summary of acquisition made in 2013-14 is given below: On January 14, 2014, the Company obtained control of Opus Capital Markets Consultants LLC (‘Opus’) by acquiring 100% of its share capital. Opus is a leading US-based provider of mortgage due diligence and risk management services. The acquisition will strengthen Wipro’s mortgage solutions and complement its existing offerings in mortgage origination, servicing and secondary market. The acquisition was executed through a share purchase agreement for a consideration of US$ 75 million including a deferred earn-out component, which is dependent on 204 achievement of revenues and earnings over the period of 3 years. The provisional fair value of the contingent consideration amounting to ` 789, recognized on the acquisition date is determined by discounting the estimated amount payable to the previous owners based on achievement of forecast revenue and EBIT. The estimated fair value would increase (decrease) if: (a) the annual growth rate were higher (lower); (b) the EBIT margin were higher (lower); or (c) the risk adjusted discount rate were lower (higher). The following table presents the provisional allocation of purchase price: Description Assets Cash and cash equivalents Property, plant & equipment Trade receivable Other assets Customer related intangibles Software Non-compete arrangement Deferred income taxes, net Liabilities Other liabilities Total Goodwill Total purchase price ` 22 65 458 20 236 95 219 (133) (258) 724 3,095 ` 3,819 The goodwill of ` 3,095 comprises of value of expected synergies arising from the acquisition. Goodwill is not expected to be deductible for income tax purposes. None of the trade receivables have been impaired and it is expected that full contractual amount can be collected. From the date of acquisition, Opus has contributed ` 752 of revenue and ` 79 of profit after taxes for the period of the Company. If the acquisition had occurred on April 1, 2013, management estimates that consolidated revenue for the Company would have been ` 436,563 and the annual profit after taxes for the Company would have been ` 78,748. The pro-forma amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on dates indicated or that may result in the future. The purchase consideration has been allocated on a provisional basis based on management’s estimates. The Company is in the process of making a final determination of the fair value of assets and liabilities, contingent consideration and useful lives of certain customer-related intangibles. Finalization of the purchase price allocation based on an independent third party appraisal may result in certain adjustments to the above allocation. Consolidated Financial Statements Under IFRSAnnual Report 2013-14 Consolidated Financial Statements Under IFRS 8. Available for sale investments Available for sale investments consists of the following: Cost* As at March 31, 2013 Gross gain recognized directly in equity Gross loss recognized directly in equity Fair Value Cost* As at March 31, 2014 Gross gain recognized directly in equity Gross loss recognized directly in equity Investment in liquid and short-term mutual funds and others Certificate of deposits Total Current Non Current ` 37,478 31,419 ` 68,897 ` 295 — ` 295 ` — (21) ` (21) ` 61,594 1,482 ` 63,076 ` 334 — ` 334 ` (177) — ` (177) ` 37,773 31,398 ` 69,171 69,171 — Fair Value ` 61,751 1.482 ` 63,233 60,557 2,676 * Available for sale investments include investments amounting to ` 544 and ` 228 as of March 31, 2013 and 2014, respectively, pledged as margin money deposit for entering into currency future contracts. The counterparties have an obligation to return the securities to the Company upon settling all the open currency future contracts. There are no other significant terms and conditions associated with the use of collateral. 11. Cash and cash equivalents Cash and cash equivalents as of March 31, 2012, 2013 and 2014 consist of cash and balances on deposit with banks. Cash and cash equivalents consist of the following: 9. Trade receivables Trade receivables Allowance for doubtful accounts receivable As at March 31, 2013 ` 80,260 2014 ` 89,977 Cash and bank balances Demand deposits with banks(1) As at March 31, 2012 ` 41,141 2013 ` 35,683 2014 ` 45,666 36,525 ` 77,666 49,155 68,535 ` 84,838 ` 114,201 (3,625) ` 76,635 (4,585) ` 85,392 (1) These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on the principal. Cash and cash equivalent consists of the following for the purpose of the cash flow statement: The activity in the allowance for doubtful accounts receivable is given below: Balance at the beginning of the year Additions during the year, net Uncollectable receivables charged against allowance Effect of demerger of diversified business Balance at the end of the year 10. Inventories Inventories consist of the following: Stores and spare parts Raw materials and components Work in progress Finished goods Year ended March 31, 2014 2013 ` 2,748 1,242 ` 3,625 1,294 Cash and cash equivalents (as per above) Bank overdrafts As at March 31, 2012 2013 2014 ` 77,666 (464) ` 77,202 ` 84,838 ` 114,201 — ` 84,119 ` 114,201 (719) (120) (334) 12. Other assets (245) ` 3,625 — ` 4,585 As at March 31, 2013 ` 1,234 648 43 1,338 ` 3,263 2014 ` 930 37 16 1,310 ` 2,293 Current Interest bearing deposits with corporates(1) Prepaid expenses Due from officers and employees Finance lease receivables Advance to suppliers Deferred contract costs Interest receivable Deposits Balance with excise, customs and other authorities Non-convertible debentures Others As at March 31, 2013 2014 ` 9,460 6,100 1,666 2,484 1,975 2,422 2,235 894 ` 12,500 7,354 2,447 3,018 2,446 3,852 2,794 756 1,415 42 2,376 ` 31,069 1,267 — 3,040 ` 39,474 205 Wipro Limited Non current Prepaid expenses including rentals for leasehold land Finance lease receivables Deposits Deferred contract costs Others Total As at March 31, 2013 2014 within 12 months. Finance lease receivables Finance lease receivables consist of assets that are leased to customers for periods ranging from 3 to 5 years, with lease payments due in monthly, quarterly or semi-annual installments. Details of finance lease receivables are given below: ` 4,195 5,418 422 — 703 ` 10,738 ` 41,807 ` 4,523 5,235 412 3,711 414 ` 14,295 ` 53,769 (1) Such deposits earn a fixed rate of interest and will be liquidated Minimum lease payment As at March 31, Present value of minimum lease payment As at March 31, Not later than one year Later than one year but not later than five years Unguaranteed residual values Gross investment in lease Less: Unearned finance income Present value of minimum lease payment receivable Included in the financial statements as follows: Current finance lease receivables Non-current finance lease receivables 13. Loans and borrowings Short-term loans and borrowings The Company had short-term borrowings including bank overdrafts amounting to ` 42,241 and ` 39,433 as at March 31, 2013 and 2014, respectively. Short-term borrowings from banks as of March 31, 2014 primarily consist of lines of credit of approximately ` 13,550, US$ 1,046 million, SAR 190 million, SGD 10 million, RM (Chinese Yuan) 14 million, GBP 20 million from bankers primarily for working capital requirements. As of March 31, 2014, the Company has unutilized lines of credit aggregating ` 8,760, US$ 479 million, SAR 157 million, SGD 10 million, GBP 20 million respectively. To utilize these unused lines of credit, the Company requires consent of the lender Long-term loans and borrowings A summary of long- term loans and borrowings is as follows: 2013 ` 2,557 6,443 172 9,172 (1,270) ` 7,902 2014 ` 3,194 5,885 90 9,169 (916) ` 8,253 2013 ` 2,362 5,382 158 7,902 — ` 7,902 ` 2,484 5,418 2014 ` 2,980 5,190 83 8,253 — ` 8,253 ` 3,018 5,235 and compliance with certain financial covenants. Significant portion of these lines of credit are revolving credit facilities and floating rate foreign currency loans, renewable on a periodic basis. Significant portion of these facilities bear floating rates of interest, referenced to LIBOR and a spread, determined based on market conditions. The Company has non-fund based revolving credit facilities in various currencies equivalent to ` 38,611 and ` 39,813, as of March 31, 2013 and 2014, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As of March 31, 2013 and 2014, an amount of ` 14,858 and ` 16,949, respectively, was unutilized out of these non-fund based facilities. Currency Unsecured external commercial borrowing US Dollar Japanese Yen As at March 31, 2013 Foreign currency in millions Indian Rupee Foreign currency in millions As at March 31, 2014 Indian Rupee Interest rate Final maturity — 35,016 — ` 20,147 150 — ` 8,985 2.4645 % June 2018 — 206 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 Currency Unsecured term loan Indian Rupee Others Other secured term loans Obligations under finance leases Current portion of long term loans and borrowings Non-current portion of long term loans and borrowings As at March 31, 2013 Foreign currency in millions Indian Rupee Foreign currency in millions As at March 31, 2014 Indian Rupee Interest rate Final maturity 0 -12 % 2014 - 2016 — 2014 — 3.9 % NA 241 42 — ` 20,430 1,145 ` 21,575 ` 20,721 854 NA — 0.03 172 — 2 ` 9,159 3,000 ` 12,159 ` 1,250 10,909 The Company had entered into cross-currency interest rate swap (CCIRS) in connection with the unsecured external commercial borrowing and had designated a portion of these as hedge of net investment in foreign operation. The contract governing the Company’s unsecured external commercial borrowing contain certain covenants that limit future borrowings and payments towards acquisitions in a financial year. The terms of the other secured and unsecured loans and borrowings also contain certain restrictive covenants primarily requiring the Company to maintain certain financial ratios. As of March 31, 2014, the Company has met the covenants under these arrangements. A portion of the above short-term loans and borrowings, other secured term loans and obligation under finance leases aggregating to ` 3,127 and ` 6,467 as at March 31, 2013 and 2014, respectively, are secured by inventories, accounts receivable, certain property, plant and equipment and underlying assets. Interest expense was ` 863 and ` 868 for the year ended March 31, 2013 and 2014, respectively for the continuing operations. The following is a schedule of future minimum lease payments under finance leases, together with the present value of minimum lease payments as of March 31, 2013 and 2014: Not later than one year Later than one year but not later than five years Later than five years Total minimum lease payments Less: Amount representing interest Present value of minimum lease payments Included in the financial statements as follows: Current finance lease payables Non-current finance lease payables Minimum lease payment As at March 31, Present value of minimum lease payment As at March 31, 2013 ` 476 936 — 1,412 (267) ` 1,145 2014 ` 1,230 2,066 — 3,296 (296) ` 3,000 2013 ` 377 768 — 1,145 — ` 1,145 ` 377 768 2014 ` 1,092 1,908 — 3,000 — ` 3,000 ` 1,092 1,908 14. Trade payables and accrued expenses 15. Other liabilities and provisions Trade payables and accrued expenses consist of the following: Trade payables Accrued expenses As at March 31, 2013 ` 15,434 32,633 ` 48,067 2014 ` 17,615 34,641 ` 52,256 Other liabilities: Current: Statutory and other liabilities Employee benefit obligation Advance from customers Others As at March 31, 2013 2014 ` 4,042 4,011 2,405 531 ` 10,989 ` 3,551 5,027 3,278 2,538 ` 14,394 207 Consolidated Financial Statements Under IFRSWipro Limited Provision for warranty represents cost associated with providing sales support services which are accrued at the time of recognition of revenues and are expected to be utilized over a period of 1 to 2 years. Other provisions primarily include provisions for indirect tax related contingencies and litigations. The timing of cash outflows in respect of such provision cannot be reasonably determined. Non-current: Employee benefit obligations Others Total Provisions: Current: Provision for warranty Others Non-current: Provision for warranty Total As at March 31, 2013 2014 ` 2,812 578 ` 3,390 ` 14,379 ` 3,030 1,144 ` 4,174 ` 18,568 As at March 31, 2013 2014 ` 305 869 ` 1,174 ` 340 1,030 ` 1,370 ` 9 ` 1,183 ` 6 ` 1,376 A summary of activity for provision for warranty and other provisions is as follows: Balance at the beginning of the year Additional provision during the year, net Provision used during the year Effect of demerger of diversified business Balance at the end of the year 16. Financial instruments Year ended March 31, 2013 Total Others Provision for warranty ` Year ended March 31, 2014 Total Others Provision for warranty 367 ` 426 (457) (22) 314 ` 815 ` 58 (4) — 869 ` 1,182 ` 484 (461) (22) 1,183 ` 314 ` 383 (351) — 346 ` 869 ` 270 (109) — 1,030 ` 1,183 653 (460) — 1,376 ` Financial assets and liabilities (Carrying value/Fair value): By Category (Carrying value/Fair value): As at March 31, 2013 2014 ` 76,635 ` 85,392 39,334 114,201 31,988 84,838 69,171 3,082 24,638 63,233 3,947 29,229 ` 290,352 ` 335,336 ` 63,816 ` 51,592 51,144 46,163 1,093 629 3,133 2,529 ` 111,701 ` 108,398 Assets: Loans and receivables Derivative assets Available for sale financial assets Total Liabilities: As at March 31, 2013 2014 ` 218,099 ` 268,156 3,947 3,082 69,171 63,233 ` 290,352 ` 335,336 Financial liabilities at amortized cost Trade and other payables Derivative liabilities Total ` 63,816 46,792 1,093 ` 111,701 ` 51,592 53,673 3,133 ` 108,398 Offsetting financial assets and liabilities The following table contains information on financial assets and liabilities subject to offsetting: Assets: Trade receivables Unbilled revenues Cash and cash equivalents Available for sale financial investments Derivative assets Other assets Total Liabilities: Loans and borrowings Trade payables and accrued expenses Derivative liabilities Other liabilities Total 208 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 Financial assets Loans and receivables As at March 31, 2013 As at March 31, 2014 Financial liabilities Trade and other payables As at March 31, 2013 As at March 31, 2014 Gross amounts of recognized financial assets Gross amounts of recognized financial liabilities set off in the balance sheet Net amounts of financial assets presented in the balance sheet ` 220,359 ` 271,100 (2,260) (2,944) 218,099 268,156 Gross amounts of recognized financial assets set off in the balance sheet Net amounts of financial liabilities presented in the balance sheet (2,260) (2,944) 46,792 53,673 Gross amounts of recognized financial liabilities ` 49,052 ` 56,617 For the financial assets and liabilities subject to offsetting or similar arrangements, each agreement between the Company and the counterparty allows for net settlement of the relevant financial assets and liabilities when both elect to settle on a net basis. In the absence of such an election, financial assets and liabilities will be settled on a gross basis. Fair Value The fair value of cash and cash equivalents, trade receivables, unbilled revenues, trade payables, current financial liabilities and borrowings approximate their carrying amount largely due to the short-term nature of these instruments. A substantial portion of the Company’s long-term debt has been contracted at floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates fair value. Further, finance lease receivables are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation, the Company records allowance for expected losses on these receivables. As of March 31, 2013 and 2014, the carrying value of such receivables, net of allowances approximates the fair value. Investments in liquid and short-term mutual funds, which are classified as available-for-sale are measured using quoted market prices at the reporting date multiplied by the quantity held. Fair value of investments in certificate of deposits, classified as available for sale is determined using observable market inputs. The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. Fair value hierarchy Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs) The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis: Particulars As at March 31, 2013 As at March 31, 2014 Total Fair value measurements at reporting date using Level 1 Level 2 Level 3 Total Fair value measurements at reporting date using Level 2 Level 1 Level 3 Assets Derivative instruments - Cash flow hedges - Net investment hedges - Others Available for sale financial assets: - Investment in liquid and short-term ` 2,590 — 492 ` — ` 2,590 — 492 — — ` — ` 1,289 123 2,535 — — ` — ` 1,289 123 2,425 — — ` — — 110 mutual funds 14,125 11,811 2,314 — 18,555 16,826 1,729 — - Investment in certificate of deposits and commercial papers - Investment in equity instruments Liabilities Derivative instruments - Cash flow hedges - Net investment hedges - Others Contingent consideration 55,046 — — — 55,046 — — 42,002 2,676 — 488 — 41,514 — — 2,676 65 367 661 — — — — — 65 367 661 — — — — — 740 718 1,675 789 — — — — 740 718 1,675 — — — — 789 The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above table: 209 Consolidated Financial Statements Under IFRSWipro Limited Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying assets. As at March 31, 2014, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value. Available for sale investments (Investment in certificate of deposits and commercial papers): Fair value of available-for-sale financial assets is derived based on the indicative quotes of price and yields prevailing in the market as on March 31, 2014. Available for sale investments (Investment in liquid and short- term mutual funds): Fair valuation is derived based on Net Asset value published by the respective mutual fund houses. Details of assets and liabilities considered under Level 3 classification Available for sale investments – Equity instruments Derivative Assets – Others Liabilities – Contingent consideration Balance at the beginning of the year Additions Gain/(loss) recognised in statement of income Gain/(loss) recognised in other comprehensive income Balance at the end of the year Description of significant unobservable inputs to valuation: Valuation technique Available for sale investments in unquoted equity shares Option pricing model Significant unobservable inputs Volatility of comparable companies 45% Time to liquidation event 5 years Derivative assets Option pricing model Volatility of comparable companies 40% Time to liquidation event 5 years ` — 2,676 — — ` 2,676 ` — 110 — — ` 110 ` — 789 — — ` 789 Input Sensitivity of the input to fair value 2.5% increase (decrease) in volatility would result in increase (decrease) in fair value of AFS investments by ` 21 1year increase (decrease) in time to liquidation event would result in increase (decrease) in fair value of AFS investments by ` 27 2.5% increase (decrease) in volatility would result in increase (decrease) in fair value of the derivative asset by ` 21 1 year increase (decrease) in time to liquidation event would result in increase (decrease) in fair value of the derivative asset by ` 27 See note 7 for disclosure relating to valuation techniques applied for contingent consideration. Derivatives assets and liabilities: The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency and net investment in foreign operations. The Company follows established risk management policies, including the use of derivatives to hedge foreign currency assets / liabilities, foreign currency forecasted cash flows and net investment in foreign operations. The counter party in these derivative instruments is a bank and the Company considers the risks of non-performance by the counterparty as non-material. 210 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding: Designated derivative instruments Sell Interest rate swaps Net investment hedges in foreign operations Cross-currency swaps Others Non designated derivative instruments Sell Buy Cross currency swaps The following table summarizes activity in the cash flow hedging reserve within equity related to all derivative instruments classified as cash flow hedges: As at March 31, 2013 2014 (25) ` 1,669 ` (1,605) Balance as at the beginning of the year Net (gain)/loss reclassified into statement of income on occurrence of hedged transactions(1) Changes in fair value of effective portion of derivatives Gains/ (losses) on cash flow hedging derivatives, net Balance as at the end of the year Deferred tax asset thereon Balance as at the end of the year, net ` 499 of deferred tax (1) On occurrence of hedge transactions, net (gain)/loss was included as part of revenues. ` (1,102) ` 567 ` (68) ` 3,274 ` 1,669 ` (180) ` 1,489 (1,102) 3,299 — As at March 31, 2013 2014 US$ € £ AUD US$ ¥ US$ € US$ £ € AUD ¥ SGD ZAR CAD US$ ¥ ¥ 777 US$ 108 € 61 £ 9 AUD 30 US$ 24,511 ¥ 357 US$ 40 € 1,241 US$ 73 £ 47 € 60 AUD — ¥ — SGD — ZAR — CAD 767 US$ 1,525 ¥ 7,000 ¥ 516 78 51 9 150 — 220 25 1,061 112 63 99 490 8 223 10 585 — — As at March 31, 2013 and 2014, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure that did not occur. Sale of financial assets From time to time, in the normal course of business, the Company transfers accounts receivables, net investment in finance lease receivables (financials assets) to banks. Under the terms of the arrangements, the Company surrenders control over the financial assets and transfer is without recourse. Accordingly, such transfers are recorded as sale of financial assets. Gains and losses on sale of financial assets without recourse are recorded at the time of sale based on the carrying value of the financial assets and fair value of servicing liability. In certain cases, transfer of financial assets may be with recourse. Under arrangements with recourse, the Company is obligated to repurchase the uncollected financial assets, subject to limits specified in the agreement with the banks. Financial risk management General The related hedge transactions for balance in cash flow hedging reserve as of March 31, 2014 are expected to occur and reclassified to the statement of income over a period of 5 years. Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument 211 Consolidated Financial Statements Under IFRSWipro Limited may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and loans and borrowings. The Company’s exposure to market risk is a function of investment and borrowing activities and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure of the Company’s earnings and equity to losses. Risk Management Procedures The Company manages market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. The corporate treasury department recommends risk management objectives and policies, which are approved by senior management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies. Foreign currency risk The Company operates internationally and a major portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services in the United States and elsewhere, and purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of revenue is in U.S. dollars, euro and pound sterling, while a significant portion of costs are in Indian rupees. The exchange rate between the rupee and U.S. dollar, euro and pound sterling has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the rupee against these currencies can adversely affect the Company’s results of operations. The Company evaluates exchange rate exposure arising from these transactions and enters into foreign currency derivative instruments to mitigate such exposure. The Company follows established risk management policies, including the use of derivatives like foreign exchange forward / option contracts to hedge forecasted cash flows denominated in foreign currency. The Company has designated certain derivative instruments as cash flow hedge to mitigate the foreign exchange exposure of forecasted highly probable cash flows. The Company has also designated a combination of foreign currency borrowings and related cross-currency swaps and other foreign currency derivative instruments as hedge of its net investment in foreign operations. As at March 31, 2013 and 2014, Re. 1 increase / decrease in the exchange rate of Indian rupee with U.S. dollar would result in approximately ` 1,608 and ` 1,212 decrease / increase in the fair value of the Company’s foreign currency dollar denominated derivative instruments, respectively. As at March 31, 2013 and 2014, 1% change in the exchange rate between U.S. dollar and Yen would result in approximately ` 182 and Nil increase / decrease in the fair value of cross-currency interest rate swaps, respectively. The below table presents foreign currency risk from non derivative financial instruments as of March 31, 2013 and 2014: Trade receivables Unbilled revenues Cash and cash equivalents Other assets Loans and borrowings Trade payables, accrued expenses and other liabilities Net assets / (liabilities) Trade receivables Unbilled revenues Cash and cash equivalents Other assets Loans and borrowings Trade payables, accrued expenses and other liabilities Net assets / (liabilities) US$ ` 23,886 9,819 22,744 206 ` (39,724) Euro ` 5,174 2,236 761 1,503 — ` Japanese Yen As at March 31, 2013 Pound Sterling ` 7,503 3,062 1,361 71 — ` ` ` (20,147) 290 18 125 4 Other currencies# ` 5,999 2,244 4,937 1,449 (142) ` Total ` 42,852 17,379 29,927 3,234 ` (60,013) (14,895) ` 2,036 (2,745) ` 6,929 (1,453) ` 10,544 (161) ` (19,871) (2,562) ` 11,925 (21,816) ` 11,563 US$ ` 31,065 14,611 46,805 934 ` (44,028) Euro ` 6,581 2,257 687 1,232 — ` Japanese Yen As at March 31, 2014 Pound Sterling ` 8,045 4,314 676 809 ` ` (478) ` 132 15 36 4 — Other currencies# ` 5,535 3,461 2,055 1,876 ` (1,118) Total ` 51,358 24,658 50,259 4,855 ` (45,624) (16,303) ` 33,084 (3,088) ` 7,669 (3,743) ` 9,623 (165) ` 22 (2,877) ` 8,932 (26,176) ` 59,330 # Other currencies reflects currencies such as Singapore dollars, Saudi Arabian riyals etc. 212 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 As at March 31, 2013 and 2014 respectively, every 1% increase/ decrease of the respective foreign currencies compared to functional currency of the Company would impact our result from operating activities by approximately ` 116 and ` 593 respectively. were neither past due nor impaired. The company’s credit period generally ranges from 45-60 days. The aging analysis of the receivables has been considered from the date the invoice falls due. The age wise break up of receivables, net of allowances that are past due, is given below: Interest rate risk Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. The Company’s investments are primarily in short-term investments, which do not expose it to significant interest rate risk. The Company manages its net exposure to interest rate risk relating to borrowings, by balancing the proportion of fixed rate borrowing and floating rate borrowing in its total borrowing portfolio. To manage this portfolio mix, the Company may enter into interest rate swap agreements, which allows the Company to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. As of March 31, 2014, substantially all of the Company borrowings was subject to floating interest rates, which reset at short intervals. If interest rates were to increase by 100 bps from March 31, 2014, net additional annual interest expense on the Company’s floating rate borrowing would amount to approximately ` 388. Credit risk Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. No single customer accounted for more than 10% of the accounts receivable as at March 31, 2013 and 2014, respectively and revenues for the year ended March 31, 2012, 2013 and 2014, respectively. There is no significant concentration of credit risk. Financial assets that are neither past due nor impaired Cash and cash equivalents, available-for-sale financial assets, investment in certificates of deposits and interest bearing deposits with corporates are neither past due nor impaired. Cash and cash equivalents with banks and interest-bearing deposits are placed with corporate, which have high credit- ratings assigned by international and domestic credit-rating agencies. Available-for-sale financial assets substantially include investment in liquid mutual fund units. Certificates of deposit represent funds deposited with banks or other financial institutions for a specified time period. Financial assets that are past due but not impaired Financial assets that are neither past due nor impaired Financial assets that are past due but not impaired Past due 0 – 30 days Past due 31 – 60 days Past due 61 – 90 days Past due over 90 days As at March 31, 2013 2014 ` 52,259 ` 59,927 8,047 4,898 3,374 4,996 4,646 3,259 17,229 21,733 Total past due and not impaired ` 33,548 ` 34,634 Counterparty risk Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on demand and time deposits. Issuer risk is minimized by only buying securities which are at least AA rated. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually banks or financial institutions with acceptable credit ratings. Exposure to these risks are closely monitored and maintained within predetermined parameters. There are limits on credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews. In addition, net settlement agreements are contracted with significant counterparties. Liquidity risk Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As of March 31, 2013 and 2014, cash and cash equivalents are held with major banks and financial institutions. There is no other class of financial assets that is past due but not impaired except for trade receivables of ` 3,625 and ` 4,585 as of March 31, 2013 and 2014, respectively. Of the total receivables, ` 52,259 and ` 59,927 as of March 31, 2013 and 2014, respectively, The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date. The amounts include estimated interest payments and exclude the impact of netting agreements, if any. 213 Consolidated Financial Statements Under IFRSWipro Limited Loans and borrowings Trade payables and accrued expenses Derivative liabilities Loans and borrowings Trade payables and accrued expenses Derivative liabilities As at March 31, 2013 Contractual cash flows Carrying value ` 63,816 46,163 1,093 Less than 1 year ` 63,066 46,163 975 1-2 years 2-4 years 4-7 years Total ` 767 — 17 ` 255 — 78 ` — — 23 ` 64,088 46,163 1,093 As at March 31, 2014 Contractual cash flows Carrying value ` 51,592 51,144 3,133 Less than 1 year ` 41,050 51,144 2,504 1-2 years 2-4 years 4-7 years Total ` 1,539 — 599 ` 1,481 — 31 ` 9,034 — — ` 53,105 51,144 3,133 The balanced view of liquidity and financial indebtedness is stated in the table below. This calculation of the net cash position is used by the management for external communication with investors, analysts and rating agencies: * The investment in Wipro GE has been transferred to the Resulting Company pursuant to the Demerger and therefore had been classified as discontinued operations as of March 31, 2013. Refer to Note 4. As at March 31, Others Cash and cash equivalents Interest bearing deposits with corporates Available for sale investments Loans and borrowings Net cash position 2013 2014 ` 84,838 ` 114,201 12,500 9,460 60,557 69,171 (63,816) (51,592) ` 99,653 ` 135,666 17. Investment in equity accounted investees Wipro GE Healthcare Private Limited (Wipro GE) The Company held 49% interest in Wipro GE which is a private entity that is not listed on any public exchange. The carrying value of the investment in Wipro GE as at March 31, 2012 and 2013 was ` 3,232 and Nil respectively. The Company’s share of profits/(losses) of Wipro GE for the year ended March 31, 2012 and 2013 was ` 335 and ` (108), respectively, which is considered under results of discontinued operations. The aggregate summarized financial information of Wipro GE is as follows: Year ended March 31, 2012 ` 25,684 4,611 553 2013 ` 30,103 4,144 (203) 2014 ` — — — As at March 31, 2013 * — — — 2014 * — — — Revenue Gross profit Profit /(loss) for the year Total assets Total liabilities Total equity 214 During the year ended March 31, 2012, the Company had entered into an agreement to purchase 26% of the equity investments in Wipro Kawasaki Precision Machinery Pvt. Ltd (‘Wipro Kawasaki’) for a cash consideration of ` 130. Wipro Kawasaki is a private entity that is not listed on any public exchange. The investment in Wipro Kawasaki was transferred to the Resulting Company pursuant to the Demerger and therefore the carrying value of the investment in Wipro Kawasaki as at March 31, 2014 is Nil. The Company’s share of profits/ (loss) of Wipro Kawasaki for the year ended March 31, 2012 and 2013 was ` (3) and ` 1, respectively. 18. Foreign currency translation reserve The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized below: As at March 31, 2013 2014 Balance at the beginning of the year ` 7,908 ` 5,470 Translation difference related to foreign operations Change in effective portion of hedges of net investment in foreign operations 4,978 7,190 (1,055) (2,600) Total change during the year ` 3,923 ` 4,590 Effect of demerger of diversified business ` (6,361) ` — Balance at the end of the year ` 5,470 ` 10,060 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 19. Income taxes Income tax expense has been allocated as follows: Income tax expense for continuing operation as per the statement of income Income tax included in other comprehensive income on: unrealized gains/ (losses) on available for sale investments gains/(losses) on cash flow hedging derivatives defined benefit plan actuarial gain/losses Total income taxes for continuing operations Year ended March 31, 2012 2013 2014 ` 12,955 ` 16,912 ` 22,600 (1) 37 (4) (29) 427 — — 112 55 ` 12,925 ` 17,376 ` 22,763 Income tax expenses consist of the following: Current taxes Domestic Foreign Year ended March 31, 2012 2013 2014 ` 10,602 ` 13,684 5,314 ` 14,667 ` 18,998 4,065 ` 18,414 2,293 ` 20,707 Deferred taxes Domestic Foreign ` ` (935) ` (1,241) ` 31 (904) ` (389) 2,282 1,893 Total income tax expense ` 13,763 ` 18,349 ` 22,600 Total taxes of continuing operations Total taxes of discontinued operations ` 12,955 ` 16,912 ` 22,600 592 (649) ` 1,437 808 — ` 13,763 ` 18,349 ` 22,600 Income tax expenses are net of reversal of provisions recorded in earlier periods, which are no longer required, amounting to ` 845, ` 1,109 and `1,244 for the year ended March 31, 2012, 2013 and 2014, respectively. The reconciliation between the provision of income tax of continuing operations of the Company and amounts computed by applying the Indian statutory income tax rate to profit before taxes is as follows: Year ended March 31, 2012 2013 2014 Profit before taxes from continuing operations Enacted income tax rate in India ` 65,523 ` 78,596 ` 101,005 32.445 % 32.445 % 33.99 % Computed expected tax expense Effect of: Income exempt from tax Basis differences that will reverse during a tax holiday period Income taxed at higher/ (lower) rates Income taxes relating to prior years Changes in unrecognized deferred tax assets Expenses disallowed for tax purposes Others, net Total income tax expense of continuing operation Year ended March 31, 2012 2013 2014 21,259 25,500 34,332 (8,668) (10,124) (11,208) 615 655 (91) 918 1,508 (1,261) (845) (1,109) (1,244) (344) 277 6 378 826 24 302 671 91 ` 12,955 ` 16,912 ` 22,600 The components of deferred tax assets and liabilities are as follows: Carry-forward business losses Accrued expenses and liabilities Allowances for doubtful accounts receivable Cash flow hedges Minimum alternate tax Income received in advance Others Property, plant and equipment Amortizable goodwill Intangible assets Cash flow hedges Deferred revenue Investment in equity accounted investee Net deferred tax assets Amounts presented in statement of financial position: Deferred tax assets Deferred tax liabilities As at March 31, 2012 2013 2014 ` 2,330 ` 3,526 ` 4,207 930 1,477 1,257 789 247 1,223 1,264 — 1,844 1,750 — 1,844 1,285 85 ` 6,889 1,383 86 ` 9,580 807 (71) ` 9,794 ` (2,223) (1,120) (685) — — ` (3,722) (1,597) (294) (180) (398) ` (5,005) (1,698) (261) (68) (1,196) (617) ` (4,645) ` 2,244 — ` (6,191) ` 3,389 — ` (8,228) ` 1,566 ` 2,597 ` (353) ` 4,235 ` (846) ` 3,362 ` (1,796) 215 Consolidated Financial Statements Under IFRSWipro Limited Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges is recognized in other comprehensive income and presented within equity in the cash flow hedging reserve. Deferred tax liability on the intangible assets identified and recorded separately at the time of an acquisition is recorded by an adjustment to goodwill. Other than these, the change in deferred tax assets and liabilities is primarily recorded in the statement of income. In assessing the realizability of deferred tax assets, the Company considers the extent to which, it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realize the benefits of these deductible differences. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if the estimates of future taxable income during the carry-forward period are reduced. Deferred tax asset amounting to ` 1,678 and ` 2,096 as at March 31, 2013 and 2014, respectively in respect of unused tax losses have not been recognized by the Company. The tax loss carry-forwards of ` 5,566 and ` 6,920 as at March 31, 2013 and 2014, respectively, relates to certain subsidiaries on which deferred tax asset has not been recognized by the Company, because there is a lack of reasonable certainty that these subsidiaries may generate future taxable profits. Approximately, ` 4,596 and ` 5,869 as at March 31, 2013 and 2014, respectively, of these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately ` 970 and ` 1,051 as at March 31, 2013 and 2014, respectively, expires in various years through fiscal 2033. The Company has recognized deferred tax assets of ` 3,526 and ` 4,207 in respect of carry forward losses of its various subsidiaries as at March 31, 2013 and 2014, respectively. Management’s projections of future taxable income and tax planning strategies support the assumption that it is probable that sufficient taxable income will be available to utilize these deferred tax assets. Pursuant to the changes in the Indian income tax laws, Minimum Alternate Tax (MAT) has been extended to income in respect of which deduction is claimed under section 10A, 10B and 10AA of the Act; consequently, the Company has calculated its tax liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions over and above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions. The Company was required to pay MAT and accordingly, a deferred tax asset of ` 1,844 has been recognized in the statement of financial position as of March 31, 2013 and 2014, which can be carried forward for a period of ten years from the year of recognition. A substantial portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export operations and profits from undertakings situated in Software Technology, Hardware Technology Parks and Export Oriented Units. Under the tax holiday, the taxpayer can utilize an exemption from income taxes for a period of any ten consecutive years. The tax holidays on all facilities under Software Technology, Hardware Technology Parks and Export Oriented Units have expired on March 31, 2011. Additionally, under the Special Economic Zone Act, 2005 scheme, units in designated special economic zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five years. Certain tax benefits are also available for a further five years subject to the unit meeting defined conditions. Profits from certain other undertakings are also eligible for preferential tax treatment. The tax holiday period being currently available to the Company expires in various years through fiscal 2028. The expiration period of tax holiday for each unit within a SEZ is determined based on the number of years that have lapsed following year of commencement of production by that unit. The impact of tax holidays has resulted in a decrease of current tax expense from our continuing operations of ` 7,953, ` 9,244 and ` 11,043 for the years ended March 31, 2012, 2013 and 2014 respectively, compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had not been available. The per share effect of these tax incentives for the years ended March 31, 2012, 2013 and 2014 was ` 3.25, ` 3.77 and ` 4.50 respectively. Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Accordingly, deferred income tax liabilities on cumulative earnings of subsidiaries amounting to ` 20,014 and ` 28,959 as of March 31, 2013 and 2014, respectively has not been recognized. Further, it is not practicable to estimate the amount of the unrecognized deferred tax liabilities for these undistributed earnings. The Company is subject to U.S. tax on income attributable to its permanent establishment in the United States due to operation of the U.S. branch. In addition, the Company is subject to a 15% branch profit tax in the United States on the “dividend equivalent amount” as that term is defined under U.S. tax law. The Company has not triggered the branch profit tax until year ended March 31, 2014. The Company intends to maintain the current level of net assets in the United States commensurate with its operation and consistent with its business plan. The Company does not intend to repatriate out of the Unites States any portion of its current profits. Accordingly, the Company did not record current and deferred tax provision for branch profit tax. 216 Consolidated Financial Statements Under IFRSAnnual Report 2013-1420. Dividends The Company declares and pays dividends in Indian rupees. According to the Indian law any dividend should be declared out of accumulated distributable profits only after the transfer to a general reserve of a specified percentage of net profit computed in accordance with current regulations. The cash dividends paid per equity share were ` 6, ` 6 and ` 8 during the years ended March 31, 2012, 2013 and 2014, respectively, including an interim dividend of ` 2 for the years ended March 31, 2012 and 2013, respectively and ` 3 for the year ended March 31, 2014. The Board of Directors in their meeting on April 19, 2014 proposed a final dividend of ` 5 (US$0.08) per equity share and ADR. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting of the shareholders, and if approved, would result in a cash outflow of approximately ` 14,427, including corporate dividend tax thereon (` 2,096). 21. Additional capital disclosures The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company focused on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company. The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. During the year ended March 31, 2013 and 2014, the Company distributed ` 4 and ` 5, respectively as dividend per equity share. The Company has also distributed an interim dividend of ` 3 per equity share during the year ended March 31, 2014. The amount of future dividends will be balanced with efforts to continue to maintain an adequate liquidity status. The capital structure as of March 31, 2013 and 2014 was as follows: As at March 31, 2013 2014 % Change Total equity attributable to the equity shareholders of the Company As percentage of total capital Current loans and borrowings Non-current loans and borrowings Total loans and borrowings As percentage of total capital Total capital (loans and borrowings and equity) ` 283,812 ` 343,499 21.03 % 82 % 87 % 62,962 40,683 854 10,909 63,816 51,592 (19.16)% 18 % 13 % ` 347,628 ` 395,091 13.65% Interest expense Exchange fluctuation on foreign currency borrowings, net Total The Company is predominantly equity-financed. This is also evident from the fact that loans and borrowings represented only 18% and 13% of total capital as of March 31, 2013 and 2014, respectively. Further, the Company has consistently been a net cash company with cash and bank balance along with available for sale investments being in excess of debt. 22. Revenues (continuing operations) Rendering of services Sale of products Total revenues 2013 Year ended March 31, 2012 ` 280,713 38,034 ` 318,747 2014 ` 335,286 ` 395,838 38,431 ` 374,256 ` 434,269 38,970 23. Expenses by nature (continuing operations) Year ended March 31, 2012 2013 31,148 29,191 30,686 36,186 14,652 33,377 12,162 43,521 17,074 2014 Employee compensation ` 148,350 ` 179,627 ` 206,568 Raw materials, finished goods, process stocks and stores and spares consumed Sub contracting/ technical fees/third party application Travel Depreciation and amortization Repairs Advertisement Communication Rent Power and fuel Legal and professional fees Rates, taxes and insurance Carriage and freight Provision for doubtful debt Miscellaneous expenses Total cost of revenues, selling and marketing expenses and general and administrative expenses 11,106 11,181 1,417 5,356 4,583 2,901 9,913 9,576 1,423 5,023 4,177 2,705 9,219 9,083 1,095 3,961 3,457 2,171 ` 262,163 ` 306,910 ` 348,274 1,294 7,694 2,221 114 1,176 7,048 376 6,127 1,774 202 2,053 179 2,558 1,618 2,024 24. Finance expense (continuing operations) Year ended March 31, 2012 ` 937 2013 ` 863 2014 ` 868 2,434 ` 3,371 1,830 ` 2,693 2,023 ` 2,891 217 Consolidated Financial Statements Under IFRSWipro Limited 25. Finance and other income (continuing operations) Interest income Dividend income Gain on sale of investments Total 2013 Year ended March 31, 2012 ` 6,531 2,264 187 ` 8,982 2014 ` 8,427 ` 12,491 354 1,697 ` 11,317 ` 14,542 639 2,251 26. Earnings per equity share A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below: Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period, excluding equity shares purchased by the Company and held as treasury shares. Equity shares held by controlled Wipro Equity Reward Trust (‘WERT’) and Wipro Inc Benefit Trust (WIBT) have been reduced from the equity shares outstanding for computing basic and diluted earnings per share. Earnings per share and number of shares outstanding for the year ended March 31, 2012 and 2013, have been adjusted for the grant of 1 employee stock option for every 8.25 employee stock option held by each eligible employee in terms of the demerger scheme as on the Record Date. Profit attributable to equity holders of the Company Profit from continuing operations attributable to equity holders of the Company Weighted average number of equity shares outstanding Basic earnings per share Basic earnings per share from continuing operations Year ended March 31, 2012 ` 55,730 2013 ` 66,359 2014 ` 77,967 ` 52,325 2,449,777,457 ` 22.76 ` 21.36 ` 61,362 2,453,218,759 ` 27.05 ` 25.01 ` 77,967 2,454,745,434 ` 31.76 ` 31.76 Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the period for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company. The calculation is performed in respect of share options to determine the number of shares that could have been acquired at fair value (determined as the average market price of the Company’s shares during the period). The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Profit attributable to equity holders of the Company Profit from continuing operations attributable to equity holders of the Company Weighted average number of equity shares outstanding Effect of dilutive equivalent share options Weighted average number of equity shares for diluted earnings per share Diluted earnings per share Diluted earnings per share from continuing operations Year ended March 31, 2012 ` 55,730 2013 ` 66,359 2014 ` 77,967 ` 52,325 2,449,777,457 7,734,081 2,457,511,538 ` 22.69 ` 21.29 ` 61,362 2,453,218,759 5,965,562 2,459,184,321 ` 26.98 ` 24.95 ` 77,967 2,454,745,434 7,881,305 2,462,626,739 ` 31.66 ` 31.66 27. Employee stock incentive plans The stock compensation expense recognized for employee services received during the year ended March 31, 2012, 2013 and 2014 is ` 835, ` 510 and ` 513 respectively for continuing operations. Wipro Equity Reward Trust (WERT) In 1984, the Company established a controlled trust called the Wipro Equity Reward Trust (“WERT”). In the earlier years, the WERT purchased shares of the Company out of funds borrowed from the Company. The Company’s Board Governance, Nomination and Compensation Committee recommends to the WERT certain officers and key employees, to whom the WERT grants shares from its holdings at nominal price. Such shares are then held by the employees subject to vesting conditions. The shares held by the WERT are reported as a reduction in stockholders’ equity. 218 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 The movement in the shares held by the WERT is given below: Name of Plan Shares held at the beginning of the period Shares granted to employees Adjustment pursuant to demerger Shares held at the end of the period Year ended March 31, 2012 2013 2014 13,269,600 13,269,600 14,829,824 — — — 1,560,224 — — 13,269,600 14,829,824 14,829,824 Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as follows: Wipro Employee Stock Option Plan 1999 (1999 Plan) Wipro Employee Stock Option Plan 2000 (2000 Plan) Stock Option Plan (2000 ADS Plan) Wipro Restricted Stock Unit Plan (WRSUP 2004 plan) Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan) Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan) Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan) Authorized Shares(1) 50,000,000 ` Range of Exercise Prices 171 – 490 250,000,000 ` 171 – 490 15,000,000 US$ 3 – 7 20,000,000 ` 2 20,000,000 US$ 0.04 20,000,000 ` 16,666,667 ` 2 2 Employees covered under the stock option plans and restricted stock unit option plans (collectively “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirement of vesting conditions (generally service conditions). These options generally vests in tranches over a period of five years from the date of grant. Upon vesting, the employees can acquire one equity share for every option. The maximum contractual term for these stock option plans is generally ten years. The activity in these stock option plans is summarized below: Outstanding at the beginning of the year Granted Exercised Forfeited and lapsed 2012 Number Rangeof Exercise Prices ` 480–489 — ` Year ended March31, 2013 Number 30,000 ` Weighted Average Exercise Price 480.20 Weighted Average Exercise Price — 2014 Number Weighted Average Exercise Price 480.20 33,636 ` ` 2 US$ 0.04 ` 480 – 489 ` 2 US$ 0.04 ` 480 – 489 ` 2 0.04 US$ ` 480–489 ` 2 0.04 US$ 15,382,761 ` 3,223,892 US$ 30,000 ` 40,000 ` 2 0.04 480.20 2 — US$ — — ` — (3,708,736 ) ` 2 0.04 — 2 0.04 — ` (1,106,987 ) ` (638,347 ) US$ (411,853 ) US$ 10,607,038 ` 2,173,692 US$ 2 0.04 — ` — 3,573,150 ` 2 1,352,000 US$ — — 2 0.04 — 2 0.04 — ` (655,662 ) ` (180,116 ) US$ — ` (3,265,830 ) ` (912,672 ) US$ 11,502,173 ` — ` 5,000 ` 2 2,727,802 US$ 0.04 — 2 25,000 US$ 0.04 — 2 0.04 — ` — (555,040 ) ` 2 (218,546 ) US$ 0.04 (437,764 ) US$ — ` (2,944,779) ` 219 Consolidated Financial Statements Under IFRSWipro Limited 2012 Number Weighted Average Exercise Price 480.20 2 0.04 480.20 — ` — ` — US$ 30,000 ` Year ended March31, 2013 Number 3,636 ` 1,243,478 ` 294,897 US$ 33,636 ` Weighted Average Exercise Price 480.20 2 0.04 480.20 2014 Number Weighted Average Exercise Price — ` — — ` — — US$ — 480.20 33,636 ` Rangeof Exercise Prices ` ` US$ ` 480–489 2 0.04 480–489 ` US$ ` 2 0.04 480–489 10,607,038 ` 2,173,692 US$ — ` 2 0.04 480.20 11,502,173 ` 2,727,802 US$ — ` 2 0.04 480.20 8,007,354 ` 2 2,096,492 US$ 0.04 480.20 13,455 ` ` US$ 2 0.04 5,370,221 ` 578,400 US$ 2 0.04 7,111,160 ` 541,959 US$ 2 0.04 5,518,608 ` 2 347,562 US$ 0.04 Effect of demerger(1) Outstanding at the end of the year Exercisable at the end of the year (1) An adjustment of one employee stock option for every 8.25 employee stock option held has been made, as of the Record Date of the Demerger, for each eligible employee pursuant to the terms of the Scheme. The following table summarizes information about outstanding stock options: Range of Exercise price 2012 Numbers Weighted Average Remaining Life (Months) Weighted Average Exercise Price ` 480–489 ` 2 0.04 US$ 30,000 10,607,038 2,173,692 48 ` 480.20 33,636 30 ` 2 11,502,173 2,727,802 37 US$ 0.04 As at March 31, 2013 2014 Weighted Average Exercise Price Numbers Weighted Average Remaining Life (Months) 33,636 36 37 ` 2 8,007,354 50 US$ 0.04 2,096,492 ` 480.20 Numbers Weighted Average Remaining Life (Months) Weighted Average Exercise Price 24 ` 480.20 36 ` 2 44 US$ 0.04 The weighted-average grant-date fair value of options granted during the year ended March 31, 2012, 2013 and 2014 was ` 449.80, ` 406.26 and ` 676.73 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2012, 2013 and 2014 was ` 399.22, ` 384.52 and ` 462.60 for each option, respectively. 28. Employee benefits (continuing operations) a) Employee costs include: The employee benefit cost is recognized in the following line items in the statement of income: Year ended March 31, 2012 2014 ` 144,463 ` 175,172 ` 201,815 2013 455 562 559 2,597 835 3,681 513 ` 148,350 ` 179,627 ` 206,568 3,383 510 Cost of revenues Selling and marketing expenses General and administrative expenses Salaries and bonus Employee benefit plans Gratuity Contribution to provident and other funds Share based compensation 220 Year ended March 31, 2012 2014 ` 125,983 ` 150,864 ` 173,651 2013 12,387 17,308 21,412 9,980 11,505 ` 148,350 ` 179,627 ` 206,568 11,455 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 Defined benefit plan actuarial gains/ (losses) recognized in other comprehensive income include: Re-measurement of net defined benefit liability/(asset) Return on plan assets excluding interest income Actuarial loss/ (gain) arising from financial assumptions Actuarial loss/ (gain) arising from demographic assumptions Actuarial loss/ (gain) arising from experience adjustments Year ended March 31, 2014 (24) 283 (3) (25) 231 The Company has adopted Revised IAS 19R with effect from April 1, 2013. Comparative information has not been restated for the changes as the effect of the change in accounting policy is not material. b) Defined benefit plans—Gratuity: Amount recognized in the statement of income in respect of gratuity cost (defined benefit plan) for the continuing operations is as follows: Current service cost Net interest on net defined benefit liability/(asset)* Interest on obligation* Expected return on plan assets Actuarial losses/(gains) recognized Past service cost Net gratuity cost/(benefit) Actual return on plan assets * as per Revised IAS 19 Year ended March 31, 2012 ` 422 NA 201 (176) 23 (16) ` 454 ` 221 2013 ` 457 NA 237 (208) 86 (11) ` 561 ` 249 2014 ` 578 (19) NA — — — ` 559 ` 263 Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined benefit gratuity plans. The principal assumptions used for the purpose of actuarial valuation are as follows: Discount rate Expected return on plan assets Expected rate of salary increase As at March 31, 2012 8.35% 8% 5% 2013 7.80% 8% 5% 2014 8.90% 8.50% 8% The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations. Expected rate of return on plan assets based on the Company’s expectation of the average long term rate of return expected on investments of the Fund during the estimated term of the obligations. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based on previous years’ employee turnover of the Company. 221 Consolidated Financial Statements Under IFRSWipro Limited Change in present value of defined benefit obligation is summarized below: Defined benefit obligation at the beginning of the year Acquisitions Current service cost Past service cost Interest on obligation Benefits paid Actuarial losses/(gains)* Remeasurement loss/(gains)* Actuarial loss/(gain) arising from financial assumptions Actuarial loss/(gain) arising from demographic assumptions Actuarial loss/(gain) arising from experience assumptions Effect of demerger of diversified business Defined benefit obligation at the end of the year Change in plan assets is summarized below: Fair value of plan assets at the beginning of the year Acquisitions Expected return on plan assets Employer contributions Benefits paid Actuarial gains/(losses)* Remeasurement loss/(gains)* Return on plan assets excluding interest income Effect of demerger of diversified business Fair value of plan assets at the end of the year Present value of unfunded obligation Recognized asset/(liability) * as per revised IAS 19 ` 2010 1,858 ` — 328 — 133 (214) (45) As at March 31, 2011 2,060 ` — 386 254 161 (230) (155) 2012 2,476 ` 25 435 (16) 211 (352) 66 2013 2,845 ` — 471 — 249 (397) 142 NA NA NA NA NA NA NA NA 2014 3,115 — 578 — 221 (479) NA 283 (3) NA — 2,060 ` NA — 2,476 ` NA — 2,845 ` NA (195) 3,115 ` (25) — 3,690 ` As at March 31, 2010 ` 1,416 — 122 625 (214) 18 NA — ` 1,967 ` (93) ` (93) 2011 ` 1,967 — 164 473 (230) 13 NA — ` 2,387 ` (89) ` (89) 2012 ` 2,387 1 184 586 (344) 52 NA — ` 2,866 ` 21 ` 21 2013 ` 2,866 — 216 507 (397) 50 NA (146) ` 3,096 ` (19) ` (19) 2014 ` 3096 — 240 475 (478) NA 24 — ` 3,357 ` (333) ` (333) As at March 31, 2012, 2013 and 2014, plan assets were primarily invested in insurer managed funds The Company has established an income tax approved irrevocable trust fund to which it regularly contributes to finance the liabilities of the plan. The fund’s investments are managed by certain insurance companies as per the mandate provided to them by the trustees and the asset allocation is within the permissible limits prescribed in the insurance regulations. The expected future contribution and estimated future benefit payments from the fund are as follows: Expected contribution to the fund during the year ending March 31, 2015 Estimated benefit payments from the fund for the year ending March 31: 2015 2016 2017 2018 2019 Thereafter Total 222 ` 621 ` 649 721 790 852 895 4,091 ` 7,998 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as of March 31, 2014. Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. As of March 31, 2014, every 0.5 percentage point increase/ decrease in discount rate will affect the gratuity benefit obligation by approximately ` 58. As of March 31, 2014, every 0.5 percentage point increase/ decrease in expected rate of salary increase will affect the gratuity benefit obligation by approximately ` 44. c) Provident Fund: Up to year ended March 31, 2011, in the absence of guidance from the Actuarial Society of India, actuarial valuation could not have been applied to reliably measure the provident fund liabilities. During the year ended March 31, 2012, the Actuarial Society of India issued the guidance for measurement of provident fund liabilities. The details of fund and plan assets are given below: Fair value of plan assets Present value of defined benefit obligation Net (shortfall)/excess As at March 31, 2010 ` 12,285 2011 ` 15,309 2012 ` 17,932 12,194 15,412 17,668 ` 91 ` (103) ` 264 2013 ` 21,004 2014 ` 24,632 24,632 ` — ` — 21,004 The plan assets have been primarily invested in government securities and corporate bonds. The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: Discount rate for the term of the obligation Average remaining tenure of investment portfolio Guaranteed rate of return 29. Related party relationships and transactions As at March 31, 2010 7.15% 7 years 8.5% 2011 7.95% 7 years 9.5% 2012 8.35% 6 years 8.25% 2013 7.80% 6 years 8.50% 2014 8.90% 6 years 8.75% List of subsidiaries as of March 31, 2014 are provided in the table below. Subsidiaries Subsidiaries Subsidiaries Wipro LLC (formerly Wipro Inc.) Wipro Gallagher Solutions Inc Opus Capital Markets Consultants LLC Opus Technology Services LLC Infocrossing Inc. Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC] Wipro Insurance Solutions LLC Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (Mauritius) Limited Wipro Holdings U.K. Limited Wipro Holding Austria GmbH(A) 3D Networks (U.K.) Limited Wipro Europe Limited (A) Country of Incorporation USA USA USA USA USA USA Japan China India India Mauritius U.K. Austria U.K. U.K. 223 Consolidated Financial Statements Under IFRSWipro Limited Subsidiaries Subsidiaries Subsidiaries Wipro Cyprus Private Limited Wipro Doha LLC# Wipro Technologies S.A DE C. V Wipro BPO Philippines LTD. Inc Wipro Holdings Hungary Korlátolt Felelősségű Társaság Wipro Technologies Argentina SA Wipro Information Technology Egypt SAE Wipro Arabia Limited* Wipro Poland Sp Zoo Wipro IT Services Poland Sp. z o. o Wipro Outsourcing Services U.K. Limited Wipro Technologies South Africa (Proprietary) Limited Wipro Information Technology Netherlands BV Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty Limited Wipro Technocentre (Singapore) Pte Limited Wipro (Thailand) Co Limited Wipro Bahrain Limited WLL Wipro Gulf LLC Wipro Technologies Spain S.L. Wipro Technologies SDN BHD Wipro Networks Pte Limited (formerly 3D Networks Pte Limited) Planet PSG Pte Limited Wipro Chengdu Limited Wipro Airport IT Services Limited* 224 Country of Incorporation Cyprus Qatar Mexico Philippines Hungary Argentina Egypt SaudiArabia Poland Poland U.K. SouthAfrica Wipro Technologies Nigeria Limited Nigeria Netherland Portugal Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Russia Wipro Technology Chile SPA Chile Wipro Technologies Canada Limited Canada Wipro Information Technology Kazakhstan LLP Wipro Technologies W.T. Sociedad Anonima Wi p ro O u t s o u rc i n g S e r v i ce s (Ireland) Limited Wipro Technologies Norway AS Wipro Technologies VZ, C.A. Ireland Costa Rica Kazakhstan WiproPromaxHoldingsPtyLtd (formerly Promax Holdings Pty Ltd)(A) Norway Venezuela Romania Indonesia Australia Australia Singapore Thailand Bahrain Sultanateof Oman Spain Singapore Singapore Malaysia China India Consolidated Financial Statements Under IFRSAnnual Report 2013-14In addition to above, the Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’ and Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD, which are incorporated in South Africa and are consolidated for financial reporting purposes. * All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Limited and 74% of the equity securities of Wipro Airport IT Services Limited. # 51% of equity securities of Wipro Doha LLC are held by a local share holder. However, the beneficial interest in these holdings is with the Company. (A) Step Subsidiary details of Wipro Holding Austria GmbH, Wipro Portugal S.A, Wipro Europe Limited and Wipro Promax Holdings Pty Ltd are as follows: Subsidiaries Subsidiaries Wipro Holding Austria GmbH Wipro Europe Limited (formerly SAIC Europe Limited) Wipro Portugal S.A. Wipro Technologies Austria GmbH New Logic Technologies SARL Wipro UK Limited Wipro Europe SARL Country of Incorporation Austria France U.K. France SAS Wipro France Wipro Retail UK Limited Wipro do Brasil Technologia Ltda Wipro Technologies Gmbh Wipro Promax Analytics Solutions Pty Ltd (formerly Promax Applications Group Pty Ltd) Wipro Promax IP Pty Ltd (formerly PAG IP Pty Ltd) Wipro Promax Analytics Solutions (Europe) Limited [formerly Promax Analytics Solutions (Europe) Ltd] France U.K. Brazil Germany Australia Australia UK Nature Trust Trust Country of Incorporation India India Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) The list of controlled trusts are: Name of entity Wipro Equity Reward Trust Wipro Inc Benefit Trust The other related parties are: Name of entity Nature % of holding Wipro GE Healthcare Private Limited Wipro Kawasaki Precision Components Pvt Ltd Associate (Up to March 31, 2013) Associate (Up to March 31, 2013) 49 % 26 % Country of Incorporation India India The other related parties are: Name of other related parties Azim Premji Foundation Azim Premji Trust Hasham Traders (partnership firm) Prazim Traders (partnership firm) Zash Traders (partnership firm) Regal Investment & Trading Company Private Limited Vidya Investment & Trading Company private Limited Napean Trading & Investment Company Private Limited Wipro Enterprises Limited Wipro Enterprises Cyprus Limited Nature Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director 225 Consolidated Financial Statements Under IFRSWipro LimitedName of other related parties Wipro Singapore Pte Limited Wipro Unza Holdings Limited Wipro Infrastructure Engineering AB Yardley of London Limited Wipro Enterprises Netherlands BV Key management personnel Azim Premji - Suresh C. Senapaty - T. K. Kurien - Dr. Ashok Gangul - Narayanan Vaghul - Dr. Jagdish N Sheth - P. M. Sinha - - B. C. Prabhakar - William Arthur Owens Dr. Henning Kagermann - Shyam Saran - - M.K. Sharma - - Relative of key management personnel Rishad Premji Vyomesh Joshi Ireena Vittal (1 Up to July 25, 2013 (2) With effect from October 1, 2012 (3) With effect from October 1, 2013 Nature Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Chairman and Managing Director Chief Financial Officer and Executive Director Chief Executive Officer and Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director(1) Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director(2) Non-Executive Director(3) Relative of the Key management personnel The Company has the following related party transactions: Transaction/ Balances Associate Sale of goods and services Purchase of assets Interest expense Interest income Rental income Dividend Royalty income Others Key management personnel# Remuneration and short-term benefits Other benefits Remuneration to relative of key management personnel Balances as on March 31, Receivables Payables 2012 ` 75 — — — — — 98 — — — — 16 — 2013 ` — — — — — — — — — — — — — 2014 — — — — — — — — — — — — — Entities controlled by Directors 2013 ` 2 — — — — 10,995 — — 2012 ` 12 — — — — 11,102 — 3 2014 ` 186 66 40 18 39 13,733 — 3 — — — 1 — — — — — — — 1,111 4,548 617 1,000 Key Management Personnel 2012 ` — — — — — 573## — — 2013 ` — — — — — 573## — 8 2014 — — — — 765## — 3 108 152 221 34 5 — 22 30 8 — 60 32 11 — 109 # Post employment benefit comprising gratuity, and compensated absences are not disclosed as these are determined for the Company as a whole. ## Including relative of key management personnel. 226 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 30. Commitments and contingencies Operating leases: The Company has taken office, residential facilities and IT equipment under cancelable and non-cancelable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The operating lease agreements extend up to a maximum of fifteen years from their respective dates of inception and some of these lease agreements have price escalation clause. Rental payments under such leases were ` 3,457, ` 4,177 and ` 4,583 for the year ended March 31, 2012, 2013 and 2014, respectively in respect of continuing operations. Details of contractual payments under non-cancelable leases are given below: Not later than one year Later than one year but not later than five years Later than five years As at March 31, 2013 ` 2,410 2014 ` 2,584 6,147 3,228 ` 11,785 5,413 2,881 ` 10,878 Capital commitments: As at March 31, 2013 and 2014, the Company had committed to spend approximately ` 1,259 and ` 778, respectively, under agreements to purchase property and equipment. These amounts are net of capital advances paid in respect of these purchases. Guarantees: As at March 31, 2013 and 2014, performance and financial guarantees provided by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to approximately ` 23,753 and ` 22,864 respectively, as part of the bank line of credit. Contingencies and lawsuits: The Company had received tax demands aggregating to ` 42,883 (including interest of ` 12,907) arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore and with regard to the method of computing the tax incentives for exports for the years ended March 31, 2001 to March 31, 2009. The appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2007. Further appeals have been filed by the Income tax authorities before the Honorable High Court. For the year ended March 31, 2008 and March 2009, the appeal is pending before Income Tax Appellate Tribunal. In March 2014, the Company received the draft assessment order, on similar grounds as that of earlier years, with a demand of ` 9,058 (including interest of ` 2,938) for the financial year ended March 31, 2010. Subsequent to the year end the Company has filed its objections against the said demand before the Dispute Resolution Panel. Considering the facts and nature of disallowance and the order of the appellate authority upholding the claims of the Company for earlier years, the Company expects that the final outcome of the above disputes to be in favor of the Company and impact on the Company’s consolidated financial statement is not expected to be material. The Company is subject to legal proceedings and claims which have arisen in the ordinary course of its business. The resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. The Contingent liability in respect of disputed demands for excise duty, custom duty, income tax, sales tax and other matters amounts to ` 2,374, ` 2,273 and ` 2,338 as of March 31, 2012, 2013 and 2014, respectively. Other commitments: The Company’s Indian operations have been established as unit in Special Economic Zone and Software Technology Park Unit under plans formulated by the Government of India. As per the plan, the Company’s India operations have export obligations to the extent of foreign exchange net positive (i.e. foreign exchange inflow – foreign exchange outflow should be positive) over a five year period. The consequence of not meeting this commitment in the future would be a retroactive levy of import duties on certain hardware previously imported duty free. As of March 31, 2014, the Company has met all commitments required under the plan. 31. Segment Information The Company is organized by business, which primarily includes IT Services (comprising of IT Services and BPO Services) and IT Products. Following the demerger of the Diversified Business and starting with the quarter ended June 30, 2013, we implemented a new segment reporting structure to align ourselves with industry trends. The industry segments are Banking, Financial Services and Insurance (BFSI), Healthcare and Life Sciences (HLS), Retail, Consumer, Transport and Government (RCTG), Energy, Natural Resources and Utilities (ENU), Manufacturing and Hi-tech (MFG), and Global Media and Telecom (GMT). The IT Services reportable segment information for the comparative period by industry class of customers is not restated to reflect the above change since the meaningful segregation of the data is impracticable. However, as required under IFRS 8, the Company has presented segment information for the current period on both the old basis and new basis of segmentation. The Chairman of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by IFRS 8– Operating Segments. The Chairman of the Company evaluates the segments based on their revenue growth, operating income and return on capital employed. The management believes that return on capital employed is considered appropriate for evaluating the performance of its operating segments as per old basis of segmentation. Return on capital employed is calculated as operating income divided by the average of the capital employed at the beginning and at the end of the period. Capital employed includes total assets of the respective segments (except cash and cash equivalents, available for sale investments and inter-corporate deposits amounting to ` 128,037, ` 191,935 and `190,450 as of March 31, 2012, 2013 and 2014, respectively, which is included under Reconciling items) less all liabilities, excluding loans and borrowings. 227 Consolidated Financial Statements Under IFRSWipro Limited Information on reportable segment on the new basis of segmentation for the year ended March 31, 2014 is as follows: BFSI HLS RCTG IT Services ENU MFG GMT Total 106,035 24,153 41,130 7,637 58,893 13,012 63,923 17,418 74,423 17,348 55,105 11,569 399,509 91,137 (804 ) 90,333 IT Products* 38,785 310 — 310 Reconciling Items (666 ) (1,289 ) — (1,289 ) Entity total* 437,628 90,158 (804 ) 89,354 (2,891 ) 14,542 101,005 (22,600) 78,405 11,106 Revenue Operating income of segment Unallocated Operating income total Finance expense Finance and other income Profit before tax Income tax expense Profit for the period Depreciation and amortisation * The operating income of the IT Products segment and the Company for the year ended March 31, 2014, includes a non-recurring expense of ` 209, incurred due to cessation of manufacturing of ‘Wipro branded desktops, laptops and servers’. Operating income of the IT Products segment and the Company excluding the above non-recurring expense is ` 519 and ` 89,563 for the year ended March 31, 2014, respectively, and profit after tax of the Company excluding the above non-recurring expense is ` 78,567 for the year ended March 31, 2014. Information on reportable segments on the old basis of segmentation is as follows: Year ended March 31, 2012 IT Services and Products IT Services IT Products Total Consumer Care and Lighting (Discontinued) Others (Discontinued) Reconciling Items Entity Total 284,313 38,436 322,749 (191,713) (34,080 ) (225,793) (16,114) (17,221) (1,395 ) (1,174 ) (17,509) (18,395) 33,401 (18,945) (9,195) (1,305) 18,565 534 375,249 (17,302 ) (1,133 ) (263,173) (620 ) (533 ) (453 ) (53 ) (27,777) (20,286) Revenues Cost of revenues Selling and marketing expenses General and administrative expenses Operating income of segment 59,265 1,787 61,052 3,956 110 (1,105 ) Finance expense Finance and other income Share of profits of equity accounted investees Profit before tax Income tax expense Profit for the year Depreciation and amortization expense Total assets Total liabilities Opening capital employed Closing capital employed Average capital employed Return on capital employed Additions to: Goodwill Intangible assets Property, plant and equipment 228 8,768 222,792 74,287 126,929 152,757 139,843 44 % 5,524 824 12,757 428 29,815 7,270 20,926 22,669 21,798 18 % 47 29 624 481 15,767 6,661 6,922 11,875 9,398 1 % 341 108 1,139 64,013 (3,491) 8,895 333 69,750 (13,763) 55,987 10,129 436,001 149,838 293,176 345,121 319,149 20 % 5,912 961 452 167,627 61,620 138,399 157,820 148,110 — — — 344 14,864 Consolidated Financial Statements Under IFRSAnnual Report 2013-14 Revenues Cost of revenues Selling and marketing expenses General and administrative expenses Operating income of segment Finance expense Finance and other income Share of profits of equity accounted investees Profit before tax Income tax expense Profit for the year Depreciation and amortization expense Total assets Total liabilities Opening capital employed Closing capital employed Average capital employed Return on capital employed Additions to: Goodwill Intangible assets Property, plant and equipment Revenues Cost of revenues Selling and marketing expenses General and administrative expenses Operating income of segment Finance expense Finance and other income Share of profits of equity accounted investees Profit before tax Income tax expense Profit for the year Depreciation and amortization expense Total assets Total liabilities Opening capital employed# Closing capital employed Average capital employed Return on capital employed Additions to: Goodwill Intangible assets Property, plant and equipment Year ended March 31, 2013 Consumer Care and Lighting (Discontinued) Others (Discontinued) Reconciling Items Entity Total IT Services and Products Total IT IT Products Services 39,238 338,431 (35,362 ) (225,493 ) (1,458 ) (22,335 ) (1,428 ) (20,670 ) 990 69,933 377,669 (260,855 ) (23,793 ) (22,098 ) 70,923 40,594 (22,232 ) (11,851 ) (1,499 ) 5,012 14,785 (13,460 ) (537 ) (498 ) 290 560 (1,177 ) (452 ) (10 ) (1,079 ) 433,608 (297,724 ) (36,633 ) (24,105 ) 75,146 (2,822 ) 12,828 (107 ) 85,045 (18,349 ) 66,696 10,835 439,730 154,747 345,121 414,866 379,993 20 % 510 203,878 77,152 157,820 218,438 188,128 — — — 14 1,669 1,160 7,686 9,426 235,852 77,595 152,757 161,456 157,107 45 % 1,615 619 6,324 471 — — 22,669 24,198 23,434 21 % 54 541 647 428 — — 11,875 10,774 11,325 3 % — — 701 Year ended March 31, 2014 Consumer Care and Lighting (Discontinued) Others (Discontinued) Reconciling Items Entity Total* Total IT Services and Products IT IT Products* Services 399,509 38,785 (35,659) (259,807) (1,335) (27,338) (1,481) (22,031) 310 90,333 438,294 (295,466) (28,673) (23,512) 90,643 — — — — — — — — — — — — — — — — — — — — (666) (22) (575) (26) (1,289) 516 195,334 53,202 187,343 186,703 187,022 — — — — — — — — — — 437,628 (295,488) (29,248) (23,538) 89,354 (2,891) 14,542 — 101,005 (22,600) 78,405 11,106 502,304 157,418 348,799 396,479 372,639 24 % — — 10 3,095 577 12,347 229 10,590 306,970 104,216 161,456 209,777 185,617 49 % 3,095 577 12,337 * Refer note below for cessation of manufacturing of ‘Wipro branded desktops, laptops and servers’. # Opening capital employed is represented net off adjustment of capital employed relating to diversified business. Consolidated Financial Statements Under IFRSWipro Limited Note: The operating income of IT Products segment and the Company for the year ended March 31, 2014, includes non-recurring expense of ` 209, respectively, incurred due to cessation of manufacturing of ‘Wipro branded desktops, laptops and servers’. Operating income of the IT Products segment and the Company excluding the above non-recurring expense is ` 519 and ` 89,563 for the year ended March 31, 2014, respectively and profit after tax of the Company excluding the above non-recurring expense is ` 78,567 for the year ended March 31, 2014. Reconciliation of the reportable segment revenue and profit before tax: Revenues: Revenue as per segment reporting Less: Foreign exchange (gains) / losses, net included in segment revenue Less: Revenues for discontinued operations (Note 4) Inter-group transactions Revenues for continuing operations Profit before tax: Profit before tax as per segment reporting Less: Profit before tax for discontinued operations Profit before tax for continuing operations Year ended March 31, 2013 2012 ` 375,249 ` 433,608 (3,278) (2,654) (53,226) 2 (56,706) 8 ` 318,747 ` 374,256 ` 69,750 ` 85,045 (4,227) (6,449) ` 65,523 ` 78,596 Management believes that it is currently not practicable to provide disclosure of assets by segment, as they are not identified to any of the reportable segments and meaningful segregation of the available information is onerous. The Company has four geographic segments: India, the United States, Europe and Rest of the world. Revenues from the geographic segments based on domicile of the customer for continuing operations are as follows: India United States Europe Rest of the world Year ended March 31, 2013 ` 48,472 172,461 99,639 56,310 ` 376,882 2012 ` 47,058 147,151 81,328 46,538 ` 322,075 2014 46,235 200,343 120,868 70,182 ` 437,628 No client individually accounted for more than 10% of the revenues during the year ended March 31, 2012, 2013 and 2014. Management believes that it is currently not practicable to provide disclosure of assets by geographical location, as 230 meaningful segregation of the available information is onerous. Notes: a) The Company has the following reportable segments: i) IT Services: The IT Services industry segments are Banking, Financial Services and Insurance (BFSI), Healthcare and Life Sciences (HLS), Retail, Consumer, Transport and Government (RCTG), Energy, Natural Resources and Utilities (ENU), Manufacturing (MFG), and Global Media and Telecom (GMT). Key service offering includes software application development and maintenance, research and development services for hardware and software design, business application services, analytics, consulting, infrastructure outsourcing services and business process outsourcing services. ii) IT Products: The Company is a value added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. Effective as of the quarter ended December 31, 2013, the Company ceased the manufacturing of “Wipro” branded desktops, laptops and servers. Revenue relating to these items is reported as revenue from the sale of IT Products. iii) ‘Reconciling items’ includes elimination of inter- segment transactions and other corporate activities which do not qualify as operating segments under IFRS 8. iv) In connection with the Demerger of the Diversified Business (refer to note 4) during the year ended March 31, 2013, the “Consumer Care and Lighting” and “Others” business segments have been discontinued effective March 31, 2013. Revenues include excise duty of ` 1,205, ` 1,377 and ` 79 b) for the year ended March 31, 2012, 2013 and 2014, respectively. For the purpose of segment reporting, the segment revenues are net of excise duty. Excise duty is reported in reconciling items. c) For the purpose of segment reporting only, the Company has included the impact of ‘foreign exchange gains / (losses), net’ in revenues (which is reported as a part of operating profit in the statement of income). d) For evaluating performance of the individual business segments, stock compensation expense is allocated on the basis of straight line amortization. The incremental impact of accelerated amortization of stock compensation expense over stock compensation expense allocated to the individual business segments is reported in reconciling items. For evaluating the performance of the individual business e) segments, amortization of intangibles acquired through business combinations are reported in reconciling items. f ) For evaluating the performance of the individual business segments, loss on disposal of subsidiaries are reported in reconciling items. g) The Company generally offers multi-year payment terms in certain total outsourcing contracts. These payment terms Consolidated Financial Statements Under IFRSAnnual Report 2013-14 primarily relate to IT hardware, software and certain transformation services in outsourcing contracts. Corporate treasury provides internal financing to the business units offering multi-year payment terms. Accordingly, such receivables are reflected in capital employed in reconciling items. As of March 31, 2012, 2013 and 2014, capital employed in reconciling items includes ` 13,562, ` 14,123 and ` 15,013 respectively, of such receivables on extended collection terms. The finance income on deferred consideration earned under these contracts is included in the revenue of the respective segment and is eliminated under reconciling items. h) Operating income of segments is after recognition of stock compensation expense arising from the grant of options: Segments IT Services IT Products Consumer Care and Lighting (Discontinued) Others (Discontinued) Reconciling items Total Year ended March 31, 2012 ` 871 ` 62 89 26 (99) ` 949 2013 762 45 94 36 (294) ` 643 2014 ` 478 19 — — 16 ` 513 231 Consolidated Financial Statements Under IFRSWipro LimitedGlossary IAS IASB IFRIC IFRS IP IT-BPM ITES LAN International Accounting Standard International Accounting Standards Board IFRS Interpretations Committee International Financial Reporting Standards Intellectual Property Information Technology- Business Process Management Information Technology Enabled Services Local Area Network LATAM Latin America LED LEED LIBOR M2M MCA Light Emitting Diode Leadership in Energy and Environmental Designs London Inter Bank Offered Rate Machine to Machine Ministry of Corporate Affairs NASSCOM National Association of Software and Services Companies NUI NVGs OEM RSU SEBI WAN WBPO WCCLG WIN WT Natural User Interface National Voluntary Guidelines Original Equipment Manufacturer Restricted Stock Unit Securities and Exchange Board of India Wide Area Network Wipro BPO Wipro Consumer Care & Lighting Wipro Infrastructure Engineering Wipro Technologies A&D ADM ADR APAC Aerospace & Defence Application Development & Maintenance American Depository Receipt Asia Pacific ASEAN Association of Southeast Asian Nations BFSI BPO BPS Banking & Financial Services Business Process Outsourcing Basis Point C(S)PCB Central(State) Pollution Control Board Compounded Annual Growth Rate Client Engagement Manager Cash Generating Units Confederation of Indian Industry Communication & Service Provider Code of Business Conduct and Ethics Company of Sponsoring Trade way Organisation Customer Satisfaction Corporate Social Responsibility Computer Telephony Interface Environmental, Social and Governance Foreign Currency Translation Reserve Federation of Indian Chambers of Commerce and Industry Financial Institutional Investor Fixed Price Projects Global Reporting Initiative CAGR CEM CGU CII CMSP COBCE COSO CSAT CSR CTI ESG FCTR FICCI FII FPP GRI 232

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