Wipro Limited
Annual Report 2015

Plain-text annual report

13mm Spine Sense Forward and Respond Today DODDAKANNELLI, SARJAPUR ROAD, BENGALURU - 560035, INDIA CIN number : L32102KA1945PLC020800 | Email: info@wipro.com WWW.WIPRO.COM 13mm Spine CORPORATE INFORMATION Board of Directors Azim H. Premji - Chairman T.K. Kurien Rishad Premji Dr. Ashok S. Ganguly Dr. Jagdish N. Sheth M. K. Sharma Narayanan Vaghul Ireena Vittal Vyomesh Joshi William Arthur Owens Chief Financial Officer Jatin Pravinchandra Dalal Statutory Auditors BSR & Co. LLP Chartered Accountants Auditors - IFRS KPMG Company Secretary M. Sanaulla Khan Depository for American Depository Shares J.P. Morgan Chase Bank N.A. Registrar and Share Transfer Agents Karvy Computershare Private Ltd. Registered & Corporate Office Doddakannelli, Sarjapur Road Bengaluru – 560 035, India Ph: +91 (80) 28440011 Fax: +91 (80) 28440256 Website: http://www.wipro.com INSIDE Wipro in Brief Sense Forward and Respond Today Financial Highlights Key Metrics Chairman's Letter to the Stakeholders CEO's Letter to the Stakeholders Board of Directors Sustainability Highlights 2014-15 2 4 8 9 10 12 14 16 Management Discussion & Analysis Directors Report Corporate Governance Report Business Responsibility Report Standalone Financial Statements Consolidated Financial Statements Consolidated Financial Statements under IFRS Glossary 24 41 83 106 130 171 210 260 Certain statements in this annual report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, revenue and profits, our ability to generate and manage growth, intense competition in IT services, our ability to maintain our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed- price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, and general economic conditions affecting our business and industry. Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company's filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf. This Annual Report is printed on 100% recycled paper as certified by the UK-based National Association of Paper Merchants (NAPM) and France - based Association des Producteurs et des Utilisateurs des papiers et cartons Recycles (APUR).  Wipro is harnessing the power of new and emerging technologies to create breakthrough applications and solutions. WIPRO IN BRIEF Wipro Limited (NYSE:WIT) is a leading global information technology, consulting and business process services company that delivers solutions to enable its clients to do business better. Wipro delivers winning business outcomes through its deep industry experience and the 360 degree view of ‘Business through Technology’ - helping clients create successful and adaptive businesses. A company recognized globally for its comprehensive portfolio of services, a practitioner’s approach to delivering innovation, and an organization wide commitment to sustainability, Wipro has a workforce of over 150,000, serving over 1050 clients in 175+ cities across six continents. We began our business as a vegetable oil manufacturer in 1945 at Amalner, a small town in Western India and thereafter, forayed into soaps and other consumer care products. During the early 1980s, we entered the Indian IT industry by manufacturing and selling mini computers. We began selling personal computers in India in the 1980s. In the 1990s, we leveraged our hardware R&D design and software development expertise and began offering software services to global clients. With a track record of over 25 years in IT Services, we are, today, focused entirely on the Information Technology business. Wipro is listed on National Stock Exchange and Bombay Stock Exchange in India and New York Stock Exchange in the US. VALUES At the core of Wipro is the "Spirit of Wipro". It encapsulates the values, which are the guiding principles for our culture and behaviour in Wipro. It binds us together and inspires us to achieve excellence in whatever we do. Spirit of Wipro identifies three core values Intensity To Win Make customers successful Team, innovate, excel Unyielding Integrity Delivering on commitments Honesty and fairness in action Act With Sensitivity Respect for the individual Thoughtful and Responsible Annual Report I 2014-2015 03 sense forward and respond today Next Gen Technologies to sense forward and respond today Desktops and laptops are fast being replaced by tablets, e- readers and smartphones. Newspapers and television have given way to Twitter, Facebook and YouTube. iTunes and Spotify have replaced albums and CDs. GPS and dynamic guidance with live crowd-sourced traffic data are guiding us around cities and the world. Retail stores and banks are giving way to online stores and phone banking. Organs are being 3D printed. An entire generation is interacting with machines using voice, touch and natural gestures. We have entered a world where change is taking place at an astounding pace. Technology breakthroughs play a remarkable role in redefining consumer experience and determining how we lead our lives. Consumers are becoming increasingly sophisticated and demanding. Consumption patterns and delivery platforms are evolving steadily. In such a world, the key to doing business better lies in the skill and ability to effectively innovate and create breakthrough applications that help us to interact, communicate, collaborate and conduct business in a new way. The outcomes of these interactions and experiments challenge our imagination. Next Gen Technologies Growing project complexities, competitive pressures, operational challenges and the need to maintain and grow margins compels companies to adopt technologies that will help run business as usual, improve operational efficiency and provide competitive differentiation. In essence, this will prepare organizations to fundamentally change the way they do business. Next generation digital technologies like Artificial Intelligence, Internet of Things, Big Data Analytics and emerging collaborative development methodologies like Open Source are driving this change. Wipro is harnessing the power of new and emerging technologies to create breakthrough applications and solutions. Here 'breakthrough' implies products, services, processes, ideas and answers that were not possible before. We do this by mapping the future landscape; by sensing tomorrow and responding today. scalability. They have knowledge-enabled processes and mimic human-like decision making abilities to enable man and machine to interact more naturally. They can extend human expertise and efficiency by intelligently analyzing large volumes of data. These systems can come up with insights and solutions in a fraction of the time it takes today. Cognitive techniques help minimize the number of test cycles while running test cases. These result in substantial savings in the cycle time between development and release, and ensure the same level of quality with reduced human effort and hyper automation. They operate best on platforms that enable fast and continuous processing of data, and support a variety of applications. At Wipro, we are working towards delivering solutions that are dynamic, adaptive and are designed to learn, anticipate, think and support decision making. Driven by robotics and process accelerators, we will increasingly see "the next best automatic actions". These will lead organizations to achieve higher effectiveness and efficiencies. Wipro has invested in developing an TM artificial intelligence platform - Wipro HOLMES (heuristics and ontology-based learning machines and experiential systems). Wipro HOLMES , an outcome of four years of research and development, is built on Open Source technologies and addresses key domains in cognitive computing. When deployed in internal systems, it categorizes problems based on its learning from historical data. Wipro HOLMES has deep learning algorithms that help to automatically take remedial steps when a system fails. It can also learn continuously and can reason by leveraging language structure, semantics, and relationships. The platform is capable of integrating multiple heterogeneous data sources (structured & unstructured; static & streaming) and facilitates synthesizing ideas or answers from them. TM TM It is clear we are fast approaching technological singularity, which according to Ray Kurzweil will be the time when $1000 will be able to buy enough computing power to match 1,000 human brains. Artificial Intelligence Everything Digital Machine Learning, Cognitive Intelligence and Neocortex Intelligence tools are artificial intelligence platforms that can help achieve non-linear growth through hyper- Our world has become unimaginably interlinked with billions of people and devices connected, globally. Smart devices are flexible and capable of sensing new Annual Report I 2014-2015 05 parameters, analyze situations, anticipate risks and offer context-aware intelligence. Progressive organizations around the world are already leveraging these smart devices to make businesses more profitable. To ensure successful business outcomes, innovation needs to be centered on users' needs and preferences. A design thinking approach is imperative today to own the customer journey. With Wipro Digital we are doing exactly that – we have even gone a step further and are working on reengineering customer journeys. We bring together end-to-end digital capabilities to design and deliver digital transformation. We combine digital strategy and consulting, customer-centered design, advanced analytics, product engineering, process and operations, enterprise and infrastructure services and digital assurance to provide differentiated solutions in the marketplace. Our strength lies in our technology assets, experience and global partnerships. As the world moves towards being more digital, context and location will change the way we do (digital) business. Open Source Open Source software is changing the way the world builds software. This collaborative, iterative, and transparent development method is powering everything from reconstruction efforts in the aftermath of natural disasters like earthquakes to the design of electric cars, along with countless other projects. Open Source is emerging as an important tool as business growth and bottom-line success. Enterprises are increasingly looking at Open Source and Open Stack applications for end-to-end business collaboration, greater productivity, speed and efficiency. Open Source applications are also being used to promote growth for Adaptive Enterprises. There is a shift from the conventional application architectures that rely on individual enterprises to Internet technologies and services that are more open. The Next Generation of IT systems will address the challenges of availability on scale, moving from efficiency to effectiveness and erasing the boundaries between personal and enterprise computing. To keep pace with the rapid changes, organizations need to be nimble. Also, they need to adopt Open Source that offers lower cost of ownership, faster developer centric innovation driven by large communities, flexibility, no vendor lock-in, greater security and quality. Our investments put us in a strong position to help customers start their Open Source journey. Wipro has identified Open Source as a core technology initiative and the company's investments in building a large cadre of skilled personnel, including world class Open Source industry veterans and community experts, is beginning to reap dividends as reflected by increasing customer interest. Wipro’s services include the development and implementation of Open Source policies and processes, advisory and strategy consulting, roadmap development, integration, community engagement, legacy migration, governance, risk mitigation and support. Wipro also helps customers build Open Source platforms on Applications (Middleware, Security, Customer Experience Platforms, Mobile Frameworks), Big data, Infrastructure (Operating Systems, Databases, Virtualization, Cloud Technologies, Software Defined Infrastructure), Internet of Things (IoT), Hardware and Testing. Internet of Things Ten billion things form the Internet of Things today. On an industrial scale, these connected machines are creating what we call the Industrial Internet that is enabling digital oilfields, advanced manufacturing, grid automation, and smart cities. These connected devices are unleashing a slew of data for enterprises, providing fresh insights. A wide range of consumer devices are now equipped with sophisticated sensors to track user behavior and preferences. Car makers, healthcare firms, and utilities are all rising to the challenge and making their products more ‘sentient’. The information they gather and analyze is being used to make everyday lives better for people across the globe. Enabled by connected objects, Wipro is capturing the business insights in industrial applications and analyzing these in 'near real time', to provide actionable insights and create delightful customer experiences. These insights 06 Annual Report I 2014-2015 The road ahead - Innovating at the Intersection of Technologies Human experience in interacting with machines is rapidly evolving. Breakthroughs in Man-Machine Interfaces (MMI) using acoustics, gestures, biometrics, body movement and virtual reality coupled with context-aware applications are introducing higher levels of user engagement. Such interactions are dynamic, flexible, personalized, responsive, real-time and data driven. Wipro is playing a key role to foster innovation at the intersections of technologies and create new products, services and breakthrough applications. Wipro has also set up a US$100M fund to invest in early and mid-stage startups with the ability to reshape the future of enterprises with emerging and disruptive technologies. These will impact fundamental growth drivers in areas such as education, energy, finance, healthcare, manufacturing, infrastructure, consumer goods and government. We will leverage our expertise in the areas of Big Data, Cloud Computing, Internet of Things, Cognitive and Datacenter technologies along with breakthrough products of the startups in delivering innovative services to our customers. Wipro is committed to supporting tomorrow's buyer and reimagining business while driving operational excellence and scale. Improved quality, capabilities, hyperautomation and IP assets are turbocharging our core to secure the future. help us to understand our customers better, anticipate market trends and reinvent the future. For instance, Wipro EcoEnergy is using internet-connected sensors to collect data about energy consumption in retail stores, applying Big Data analytics to convert this data into actionable intelligence to reduce energy consumption. We are also helping clients cross-sell and up-sell through more effective customer segmentation. These help our customers innovate and generate new revenue streams, optimize key business areas, reduce time and costs, and and facilitate proactive management. Big Data Analytics Many of the above mentioned technology areas are at the forefront of businesses today because of the tremendous growth in computational and analytical capabilities. A four-engine jumbo jet can generate 640 terabytes of data in just one Atlantic crossing; there are more than 25,000 flights every day, and that gives you a sense of the volume of data being produced in a single business segment. A data explosion has taken place across industries over the last 15-20 years. Big Data Analytics has helped analyze and gain insights into this data to enhance decision making. This is a global trend across all industries. Telecommunications, retail, oil and gas, utilities and healthcare sectors are all moving towards better harnessing of data and insights associated with them. Wipro has been helping clients across industries and geographies create seamless customer experiences in this digital world. Wipro helps clients capture data, process it with analytical tools and visualizations. By enabling real time insights, Wipro has helped improve business outcomes through data-driven decisions. Wipro has invested in a strategic partnership with Opera Solutions, a company that applies its machine learning science to the world's Big Data flows to extract predictive patterns or signals and offers a range of solutions, that turn these signals into prescriptive "best actions" that significantly improve front-line productivity and bottom- line growth. Annual Report I 2014-2015 07 FINANCIAL HIGHLIGHTS FINANCIAL PERFORMANCE (Figures in ` Million except otherwise stated) 2012-13 2013-14 2014-15 @ Revenue 376,882 437,628 473,182 Profit before Depreciation , Amortisation , Interest and Tax Profit before Interest and Tax Depreciation and Amortisation Effective Tax Rate (%) Tax Profit before Tax Profit after Tax - Profit attributable to Equity holders PER SHARE DATA (Figures in ` ) Earnings per share - Basic (`) Earnings per share - Diluted (`) Book Value* (`) Dividend Per Share (`) FINANCIAL POSITION Share Capital Networth Total Debt (Figures in ` Million) Property, Plant and Equipment (A) Intangible Assets (B) Property, Plant and Equipment incl. Intangibles Assets (A+B) Gross Cash Goodwill Net Current Assets Capital Employed SHAREHOLDING RELATED Number of Shareholders** Market Price of Shares (`) *** Dividend Distribution Ratio (%) 79,885 69,972 9,913 21.5% 16,912 78,596 61,362 25.01 24.95 116 7 100,460 108,246 89,354 11,106 22.4% 22,600 101,005 77,967 31.76 31.66 140 8 95,423 12,823 22.0% 24,624 111,683 86,528 35.25 35.13 166 12 4,926 4,932 4,937 284,983 344,886 409,628 63,816 50,525 1,714 52,239 51,592 51,449 1,936 53,385 163,469 187,258 54,756 63,422 162,663 218,534 348,799 396,478 213,603 437.15 33% 210,471 543.20 30% 78,913 54,206 7,931 62,137 251,048 68,078 272,463 488,538 213,588 628.85 41% Note: All figures above are based on IFRS Consolidated Financial Statements *Book Value per share has been computed using weighted number of equity shares used for computing diluted earnings per share ** Number of share holders represents holders of equity shares (does not include holders of ADRs) *** Market price of shares is based on closing price in NSE as on March 31 of respective years and not adjusted for Demerger in 2013 @ Revenue is aggregate revenue for the purpose of segment reporting including the impact of exchange rate fluctuations key metrics REVENUE IT SERVICES ( $ Million ) USD REVENUE GROWTH - IT SERVICES 1 (CONSTANT CURRENCY) 7,082 54.0% 7 . 0 % 6,618 6 . 4 % 6,218 8.7% p s 7 b 7 s p 2 b 5 7.9% 7.4% 9.0% 8.5% 8.0% 7.5% 7.0% 6.5% 500,000 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 - TOTAL REVENUE@(` Million) 8 .1 % 473,182 1 6 . 1 % 437,628 54.0% 376,882 FY 2013 FY 2014 FY 2015 FY 2013 FY 2014 FY 2015 FY 2013 FY 2014 FY 2015 IT Services operating margin PROFIT BEFORE INTEREST AND TAXES ( ` Million ) profit after tax ( ` Million ) 2 1 9 5 b p s 22.61% (43) bps 22.18% 20.66% 2 7 . 7 % 89,354 69,972 6.8% 95,423 120,000 100,000 80,000 60,000 40,000 20,000 - FY 2013 FY 2014 FY 2015 FY 2013 FY 2014 FY 2015 120000 105000 90000 75000 60000 45000 30000 15000 0.0% 1 1 . 0 % 86,528 7 . 1 % 2 77,967 61,362 FY 2013 FY 2014 FY 2015 operating CASH FLOW ( 3 ` Million ) GROSS CASH ( 4 ` Million ) DIVIDEND PER SHARE (` ) 5 . 3 % 1 78,262 4 . 9 % 67,897 64,733 FY 2013 FY 2014 FY 2015 MARKET CAPITALIZATION ( # ` Billion ) 1 6 % 1,553 2 5 % 1,340 1,075 300,000 250,000 200,000 250,000 150,000 50,000 - 165,000 160,000 155,000 150,000 145,000 140,000 135,000 251,048 4 .1 % 3 1 4 . 6 % 187,258 163,469 12 0 % 5 1 4 % 8 7 14 12 10 8 6 4 2 - 0 FY 2013 FY 2014 FY 2015 FY 2013 FY 2014 FY 2015 workforce PATENTS (Including PENDING APPLICATIONs) 158,217 8.3 % 145,812 0.2% 146,053 578 % 3 7 5 8 % 334 211 700 600 500 400 300 200 100 0 7,200 7,000 6,800 6,600 6,400 6,200 6,000 5,800 5,600 26.0% 24.0% 22.0% 20.0% 18.0% 16.0% 14.0% 12.0% 80,000 70,000 60,000 50,000 40,000 30,000 20,000 1,800 1,600 1,400 1,200 1,000 800 600 400 200 100 FY 2013 FY 2014 FY 2015 FY 2013 FY 2014 FY 2015 FY 2013 FY 2014 FY 2015 Note: All figures above are based on IFRS Consolidated Financial Statements 1) IT Services revenue for a given scal is re-computed based on the average rates realized in previous scal to arrive at IT Services revenues in constant currency 2) Prot After Tax refers to prot for the period attributable to equity holders of the company 3) Effective March 31, 2013, the group completed demerger of its consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively,“the Diversied Business”). Consequent to the demerger, the operating cash ows for FY13 has been adjusted for cash ows of the Diversied Business 4) Gross cash is sum of (i) cash and cash equivalents plus (ii) Available for Sale Investment - current, and (iii) Interest bearing deposits with corporates - current @ Revenue is aggregate revenue for the purpose of segment reporting including the impact of exchange rate fluctuations #Market Capitalization is based on closing price in NSE as on March 31 of respective years and not adjusted for Demerger in 2013 Annual Report I 2014-2015 09 Chairman’s letter to the stakeholders A company can only be as strong as the society it is a part of. Wipro’s engagement with important social and environmental issues is deliberate and strategic. Dear Stakeholders, There is perhaps more certainty in the macro environment today than there was a couple of years ago. Global growth has inched up modestly. A series of complex macro-economic forces continue to shape the global economic outlook. For example, while the steep drop in oil prices in the middle of the fiscal year aided consumers and oil-consuming economies, the oil-producing economies and their supply chain partners in energy production and exploration were affected adversely. However, on balance, the outlook for economies which form the key markets for your company continues to be positive. Developed economies are expected to fare better in 2015 than earlier years. And India is expected to be amongst the fastest growing economies in 2015. At the level of the enterprise, there is an acceleration in the rate of change of the “normal”. Much of this change is enabled by innovation in technology and rapid adoption of advanced technologies or ‘Digital’ technologies. These Digital technologies are redefining user experiences and influencing how we, as individuals and enterprises, live our lives. Interestingly, many of these innovations happen outside well- funded research laboratories. Some of the innovations are outcomes of crowd sourcing where many like-minded persons come together across locations to create innovative products, often times in Open Source. Scalable innovation is also happening in small startup companies. At Wipro, we realize the importance of dealing with change. It is not sufficient to recognize and react as change happens; it is important to anticipate and prepare. To do this we need to work both internally and engage with the broader ecosystem. We do this in multiple ways. We invest significantly in reskilling our 10 Annual Report I 2014-2015 workforce to take advantage of the newer opportunities that arise out of Digital technologies. We invest in partnerships with companies engaged in niche Digital technologies. However, even deeper changes face us continually in our natural environment and society. Over longer periods of time, it is these changes that fundamentally drive economic and business dynamics. Seven of the top 10 risks identified in the Global Risk Report released at the World Economic Forum at Davos earlier this year are either environmental or social risks. A company can only be as strong as the society it is a part of. Thus, it is a fundamental imperative, not convenience or obligation, that companies engage deeply and seriously with the big challenges in these spheres e.g. water scarcity, climate change, inclusive education, hunger and nutritional deficit. Wipro’s engagement with important social and environmental issues is deliberate and strategic. Our primary areas of focus are: Education, Ecology, Primary Health, Disability and Community Rehabilitation post a natural disaster. We run a comprehensive business sustainability program in line with the Triple Bottom-line framework. Highlights of our Sustainability and Social Initiatives can be found in the Business Responsibility Reporting section of this report. In addition, we also publish a detailed Annual Sustainability report. All seven of our past reports have been rated A+ based on independent audits. Our Social and Sustainability Initiatives are driven by the conviction that corporations can play a significant role in contributing to building a better society, and that they must. However, their very nature and purpose, and the interests of their stakeholders place limitations on the extent to which they can go, on these matters. Even external regulatory mandates to business corporations, for social action, can have only a limited role to play. On the other hand, owners (individuals or other entities) of such corporations can do a lot more for society, because they can choose to exercise the right of their ownership, and invest their wealth in any social cause, to their utmost. Over the past fifteen years, I have tried to put this belief into action through my personal philanthropic work. Over these years I have irrevocably transferred a significant part of the shareholding in Wipro, amounting to 39% of the shares of Wipro, to a Trust (of which ownership in 21.14% was transferred and for the balance the Trust is entitled to beneficial interest of dividends and sale proceeds). The Trust supports the work of The Azim Premji Foundation and Azim Premji Philanthropic Initiative. Thus, a very significant part of the value created by Wipro, goes towards social causes. The Azim Premji Foundation is focused on improving the public education system in India. For this purpose, it has done extensive work in the field, mostly in rural, disadvantaged areas and also runs a not-for-profit University. Azim Premji Philanthropic Initiatives provides institutional and programmatic grants to not-for-profit, civil society organizations working in specific areas (e.g. support to vulnerable groups, child nutrition). Our overall work across education and other areas, is driven by the idea of contributing to a more just, equitable, humane and sustainable society. 2015 marks the 70th year of the founding of your company. In these years, we have continuously strived to enhance stakeholder value by operating in a sustainable and ethical manner. Between the close of fiscal 2014 and 2015, Wipro’s market capitalization grew by 16%. Also for the year 2014-15, dividends declared and proposed will enhance the payout ratio to 41% from the previous 30%. In 2015, your company was recognized as a “World’s Most Ethical Companies®”, for the fourth year in succession, by the Ethisphere Institute, an independent center of research promoting best practices in corporate ethics and governance. Let me conclude by stating that economic value is sustainable only if created on a foundation of ethics and responsibility. For us, this is the driving force in the form of our values and is something that we will continue to remain completely committed to. I thank all of you - customers, employees, suppliers, partners and shareholders – for your past and continuing support, engagement and deep commitment. Very Sincerely, Azim Premji Chairman Annual Report I 2014-2015 11 CEO’s letter to the stakeholders Technology is increasingly becoming a part of our daily lives. For enterprises, technology is becoming central to strategy and for executing core business operations. Dear Stakeholders, Thank you for the condence that you have reposed in us over the years. I want to take this opportunity to talk broadly on how the industry is transforming and the steps we are taking to achieve a sustained leadership position. As stakeholders, you are entitled to know how the Wipro of tomorrow will be perceived differently by the market and will operate in a dramatically new way. Last year has been quite eventful for all players in the industry. On the surface, it might appear as another year of incremental growth, but there are clear signs of a generational shift underway-one that will have signicant implications for all of us in the technology industry. Technology is increasingly becoming a part of our daily lives, in ways that we never envisaged even a decade ago. For enterprises, technology is becoming increasingly central to strategy and for executing core business operations. Research shows that close to half of all incremental capital expenditure globally in 2014, was in the technology space. It is important to highlight that while this trend is an overall positive for the industry, the nature of this spend is shifting. In the world of tomorrow, we will see a new buyer in organizations. With technology acting as a foundation for business, purchase decisions are being increasingly taken (or at least being signicantly inuenced) by Chief Marketing Ofcers, Operational Heads and functional line managers. These managers are driven more by aggressive demands on exibility, time-to-market and transformational potential than by traditional expectations. This has led to a shift from large internal data centers and large enterprise applications to cloud-based deployments and business functionality being made available on a service-based model. Likewise, leveraging Open Source is becoming increasingly critical for organizations, both for optimizing on cost and also for innovation. Lastly, new paradigms that emphasize customer experience and experimentation are gaining prominence, necessitating rapid deployment cycles and closer engagement between various teams involved from design through to deployment. We are approaching a tipping point around this change, and I suspect most observers and analysts are not fully aware of the speed at which this change will be upon us. At Wipro, we are quite proud of our ability to discern trends and take proactive measures to shape them to our advantage. Over the last few decades, we played a key role in building the outsourcing industry, leading the drive towards standardized quality models, spearheading remote infrastructure management and achieving synergies between Technology and Process Outsourcing. Every disruption changes the playing eld and creates a set of winners who adapt quickly, leaving behind a set of laggards in their wake. We have a clear strategy and a plan of action to back it. Our strategy is based around two themes – Turbocharge the Existing Business (Run Strategy) and Dominate the Future (Change Strategy). We will ensure that we operate at optimal efciency in a space that is increasingly undergoing commoditization. The resultant savings for the customer will be directed towards the business transformation agenda. We believe these twin themes will allow us to support our customer needs better and create a sustainable growth engine for ourselves. Tur b o c h a r ge t h e E x i st i n g B u s i n e ss : We co n t i n u e to execute on our strategy of focusing on a dened set of accounts and core markets. We have launched a simplication initiative to enhance process velocity and delivery productivity. This has yielded good initial results and we plan to drive these measures across the organization. We are also investing heavily in developing automation and Articial Intelligence capabilities. Through this, we plan to achieve a step-jump in productivity, quality and reduction in cycle times............................................ Dominate the Future: New technologies are driving the change agenda for our customers. The Digital theme is attracting tremendous management attention across sectors,with focus on enhancing customer experience and also improvingback-ofce productivity. We have carved out a separate unit to focus on Digital Transformation. Likewise, we have invested in developing Intellectual Property around areas that we believe will impact our business especially around Customer Journey Engineering, Machine Learning, and Autonomous Management. Innovation is critical to differentiate ourselves. We will signicantly increase our rate of patent ling over the next three years. Given the value created in an ideation network, we are also partnering with a whole host of players in the ecosystem. To enable strategic focus and closer engagement, we have launched a $100 million corporate venture capital fund that will invest in start- ups with cutting-edge capability. This fund will operate in concert with our existing M&A program that aims to ll in any gaps in market or technology presence................................................ Needless to say, any period of business disruption creates a need for the organization to realign and bring focus back to the single point that matters in our business- making the customer successful. Towards this end, we are making the organization leaner and empowering our managers to make quicker decisions. We have launched organization-wide skill development programs both in new technology domains and also in building capability for handling new business constructs and execution models. I am very happy with the way the organization has risen to the challengeand feel quite enthused with the positive energy that I see in all my interactions with associates across geographies and age groups. I am more certain than ever, that the steps we are taking will position us well for the future. We aim to make our customers successful by being genuine partners, and this will lead to great outcomes for our employees and shareholders. Let me close this note by thanking all our customers, employees, suppliers, partners and shareholders for their support. Thank You, Sincerely, T.K.Kurien Chief Executive Officer & Executive Director Annual Report I 2014-2015 13 board of directors Azim H. Premji - Chairman Ireena Vittal - Independent Director Narayanan Vaghul - Independent Director M. K. Sharma - Independent Director In absence: Rishad Premji* - Chief Strategy Officer & executive director * Appointed to the board effective May 1, 2015 Dr. Ashok S. Ganguly - Independent Director William Arthur Owens - Independent Director Dr. Jagdish N. Sheth - Independent Director T K Kurien - Chief Executive Officer & executive director In absence: Vyomesh Joshi - Independent Director Azim H. Premji Chairman Azim Premji, a graduate in Electrical Engineering from Stanford University, USA has been at the helm of Wipro Limited since the late 1960s, turning what was then a $2 million hydrogenated cooking fat company into the $7.5 billion Revenue IT, BPS and R&D Services organization with a presence in 58 countries, that it is today. The overall Wipro group revenues are $8.6 billion. Premji has been driven by one basic idea – to build an organization deeply committed to Values, with the firm belief that success in business eventually but inevitably follows. Unflinching commitment to Values continues to remain at the core of Wipro. Premji strongly believes that ordinary people are capable of extraordinary things when organized into highly charged teams, and takes keen personal interest in developing leaders and teams. Wipro’s business success has been driven by keeping the customer at the core of everything it does. Combining its deep expertise in technology with an equally clear understanding of customer industries, Wipro attempts to deliver business value to customers consistently. The consistency is driven by its pioneering efforts in service quality and predictability, through methodologies like Six Sigma, PCMM and Lean. The underlying tenets that drive this overall culture are that of speed, simplicity and excellence. Premji firmly believes that business organizations have a social responsibility not only to employ ethical, fair and ecologically sensitive business practices but also to actively engage with fundamental societal issues. “Wipro Applying Thought in Schools” (in India) and “Wipro STEM Fellowships” (in the US) are initiatives deeply involved in trying to improve quality of school education, while the “Wipro Cares” program engages with local community causes. Mission 10X works to improve quality of engineering college education. In 2001, Premji established and personally endowed the Azim Premji Foundation, a not-for-profit organization, with a vision of enhancing quality and equity in the public school education system in India, to build a better society. The Azim Premji Foundation works in 7 states of India which have over 350,000 schools. In 2011, the Foundation established the Azim Premji University, which is focused on teaching and research programs in Education and other areas of Human Development. Over the years, Azim Premji has received numerous honors and accolades, which he considers as recognitions for Team Wipro. BusinessWeek featured him on their cover of the October 2003 issue with the sobriquet “India’s Tech King” and listed him amongst the top 30 entrepreneurs in world history in July 2007. In October 2005, Financial Times included him in a global list of 25 people “dramatically reshaping the way people live, work or think”. Time listed him amongst the world’s 100 most influential people in April 2004 and again April 2011, citing his contribution to improving the public education system in India. He was named by Fortune (August 2003) as one of the 25 most powerful business leaders outside the US, by Forbes (March 2003) as one of ten people globally with most “power to effect change”, and by the Journal of Foreign Policy (November 2011) as amongst the top global thinkers. Premji became the first Indian recipient of the Faraday Medal and has been conferred honorary doctorates by the Michigan State University and Wesleyan University (in the US), Indian Institute of Technology Bombay, Roorkee and Kharagpur amongst others. He is a member of the Indo-UK, Indo-French CEO forums and a member of the Indo-Japan Business Leaders’ Forum. The Republic of France bestowed upon him the “Legion of Honor” and Forbes India honored him with its inaugural “Outstanding Philanthropist of the Year” in November 2012. He was conferred in January 2011 with Padma Vibhushan, the second highest civilian award in India. In September 2013 Premji received All India Management Association (AIMA) Managing India Award as the Corporate Citizen of the Year for his inspiring business values and his contribution to society. He was honored with the Asian Business Leaders Award by Asia House (UK) in October 2013 for his “impressive business credentials and his significant efforts to inspire a commitment in others to improving society.” In December 2013, The Economic Times bestowed upon Mr. Premji, the Life Time Achievement Award. Annual Report I 2014-2015 15 T K Kurien Chief Executive Officer and executive director T K Kurien (TK) is the Chief Executive Officer of Wipro Limited and serves on its board of directors. TK was appointed CEO effective January 21, 2011. In his career spanning over three decades, TK has held several leadership positions encompassing strategic and operational roles. TK began his career with Wipro in 2000 and has been instrumental in building and scaling many of Wipro’s successful businesses. As a transformational and inspirational leader, he has spearheaded diverse businesses in Wipro including Eco Energy, Business Process Services, Media, Telecom and Consulting business divisions at Wipro. TK is credited with playing a catalytic role in achieving global recognition and leadership for these businesses. Prior to being appointed CEO, TK was the President of Wipro’s Eco Energy division, driving a business that was ahead of its time, utilizing the concept of Internet of things, long before it became the buzzword of today. In June 2008, TK took on the responsibility to build Wipro’s Consulting arm, WCS (Wipro Consulting Services), establishing it as a distinct offering. From 2004 to 2008, TK headed Wipro BPS (formerly Wipro BPO), achieving market leadership and best-in-class profitability. For its exceptional performance, TK was awarded the Global BPO Industry Leader award by IQPC (International Quality & Productivity Center) in 2007. In prior leadership roles, TK was the Chief Executive of Wipro’s Healthcare & Life Sciences unit and set up the Telecom Internet Service Provider business, which significantly accelerated Wipro’s revenue growth. A strong votary of women’s rights, TK is a recipient of the 2014 Women’s Empowerment Principles (WEPs) Leadership Award -- a joint initiative of UN Women and the UN Global Compact -- for Wipro’s proactive commitment to gender equality. He serves on the Board of Directors of Catalyst, a global organization dedicated to expanding opportunities for women and is the Chair of its India Advisory Board. 16 In May, 2014 the American India Foundation, committed to catalyzing social and economic change in India honored TK for his corporate and philanthropic leadership. Before joining Wipro, TK served as the Managing Director of GE X Ray from October 1997 to January 2000. Prior to that, he was the CFO of GE Medical Systems (South Asia). An influential speaker, TK is a Chartered Accountant by training. He has an abiding interest in strategy and history and is an avid runner. Rishad Premji* Chief Strategy Officer and EXECUTIVE DIRECTOR Rishad Premji is the Chief Strategy Officer and Executive Director, Wipro Limited. Rishad is responsible for shaping Wipro's strategy and aligning it with the future business landscape. In his role he also oversees the Technology office, Investor Relations & Corporate Affairs functions for the company. Rishad joined Wipro in 2007. In the BFSI business unit, He championed Wipro's entry into the Loan Origination and Servicing space as an end-to-end provider of Mortgage solutions followed by the acquisition of Gallagher Financial Systems (now called Wipro Gallagher Solutions).He also spearheaded the integration of Citi Technology Services following Wipro's acquisition of the Citibank captive unit in the application and infrastructure space. In 2009, as Head of Investor Relations, he has helped significantly scale up the systems, processes, and interactions with both internal and external stakeholders. Rishad took over the role of Chief Strategy Officer in 2010. As Chief Strategy Officer, Rishad has led many M&A decisions and is responsible for allocation of resources to achieve short, medium and long term objectives. Recently, he conceptualized Wipro Ventures – a $100M fund to invest in start-ups developing technologies and solutions that will complement Wipro's businesses through next generation solutions and products. Prior to joining Wipro, Rishad was with Bain & Company in * Appointed to the board effective May 1, 2015 Annual Report I 2014-2015 London, working on assignments across Consumer Products, Automobiles, Telecom and Insurance. He also worked with GE Capital in the US across several businesses throughout the Insurance and Consumer Lending space and is a graduate of GE's Financial Management Program (FMP). the Economic Times Lifetime Achievement Award. Dr. Ganguly received the Padma Bhushan award by the Government of India in January 1987 and the Padma Vibhushan award in January 2009. Dr. Ganguly holds B.Sc (Hons) from University of Bombay and an MS and PhD from the University of Illinois. Rishad is on the Board of Wipro Enterprises Limited, a leading player in the FMCG & Infrastructure Engineering space with sales of ~$1B. He is also on the board of Wipro-GE, a joint venture between Wipro and General Electric in the healthcare domain and on the board of the Azim Premji Foundation. The foundation is one of the largest not-for-profit initiatives in India focused on improving school education working with over 350,000 schools across the country. Rishad has an MBA from Harvard Business School and a BA in Economics from Wesleyan University in the US. He has also spent a year at the London School of Economics where he was part of the General Course Program. In 2014, he was recognized as a Young Global Leader by the World Economic Forum for his outstanding leadership, professional accomplishments, and commitment to society. Dr. Ashok S. Ganguly Independent Director Dr. Ashok S. Ganguly has served as a director on our Board since 1999. He is the Chairman of our Board Governance, Nomination and Compensation Committee. He is currently the Chairman of ABP Pvt. Ltd (Ananda Bazar Patrika Group). Dr. Ganguly also currently serves as a non-executive director of Dr. Reddy’s Laboratories Ltd. Dr. Ganguly is on the advisory board of Diageo India Private Limited. Dr. Ganguly is the Chairman of the Governance, Nomination and Remuneration Committee and Chairman of the Science, Technology & Operations Committee of Dr. Reddy’s Laboratories Ltd. Dr. Ganguly is a Rajya Sabha Member. He is a former member of the Board of British Airways Plc from 1996 to 2005 and Unilever Plc/NV from 1990 to 1997 and Dr. Ganguly was formerly the Chairman of Hindustan Unilever Limited from 1980 to 1990. Dr. Ganguly was on the Central Board of Directors of the Reserve Bank of India from 2000 to 2009. In 2006, Dr. Ganguly was awarded the CBE (Hon) by the United Kingdom. In 2008, Dr. Ganguly received Ireena Vittal Independent Director Ireena Vittal became a director of the Company in October 2013. Ms. Vittal is a former partner with McKinsey & Co. Prior to joining McKinsey & Co., Ms. Vittal worked with Nestle India Limited and with MaxTouch (now Vodafone India Limited). Ms. Vittal serves as a board member of Axis Bank Limited, Titan Industries Limited, Tata Global Beverages Limited, Godrej Consumer Products Limited and The Indian Hotels Company Limited and on the global advisory board of ideo.org. Ms. Vittal also serves as a member of our Audit/Risk and Compliance Committee. Ms. Ireena Vittal is a member of Audit Committee of Godrej Consumer Products Limited, Titan Industries Limited and member of HR & Compensation Committee of Godrej Consumer Products Limited. Ms. Vittal has a graduate degree in Electronics from Osmania University and has completed her Master’s in Business Administration from the Indian Institute of Management Calcutta. Dr. Jagdish N. Sheth Independent Director Dr. Jagdish N. Sheth has served as a director on our Board since January 1999. Dr. Sheth has been a professor at Emory University since July 1991. Previously, Dr. Sheth served on the faculty of Columbia University, Massachusetts Institute of Technology, the University of Illinois, and the University of Southern California. Dr. Sheth also serves on the board of Manipal Acunova Ltd. Dr. Sheth holds a B.Com (Honors) from Madras University, an M.B.A. and a Ph.D in Behavioral Sciences from the University of Pittsburgh. Dr. Sheth is also the Chairman of Academy of Indian Marketing Professionals and serves on our Strategy Committee. Annual Report I 2014-2015 17 M. K. Sharma Independent Director M. K. Sharma became a director of the Company in July 2011. Mr. Sharma is the Chairman of our Administrative and Shareholders/Investor Grievance Committee. Mr. Sharma is also a member of our Audit/Risk and Compliance Committee. Mr. Sharma served as Vice Chairman of Hindustan Unilever Limited from 2000 to 2007. Mr. Sharma served as a full-time director of Hindustan Unilever Limited from 1995 to 2000. Mr. Sharma is currently on the boards of Asian Paints Limited, Blue Star Limited, Quess Corp Limited, ICICI Prudential Asset Management Company Limited, ICICI Lombard General Insurance Company Limited, Sterling Holidays Limited, Thomas Cook (India) Limited and United Spirits Limited. He is also on the board of Indian School of Business, Hyderabad and a Governor of Anglo Scottish Education Society Limited, Mumbai. Mr. Sharma is a Chairman of Audit Committee of United Spirits Limited and a member of the Audit Committee of Blue Star Limited, Asian Paints Limited, ICICI Prudential Asset Management Company Limited, ICICI Lombard General Insurance Company Limited and Thomas Cook (India) Limited. Mr. Sharma is Chairman of the Governance and Remuneration Committee of ICICI Lombard General Insurance Company Limited and a member of the Board Nomination and Remuneration Committee of Asian Paints Limited. Mr. Sharma holds a Bachelor’s Degree in Arts and Bachelors of Law Degree from Canning College University of Lucknow. He completed a Post Graduate Diploma in Personnel Management from the Department of Business Management, University of Delhi and Diploma in Labour Laws from India Law Institute, Delhi. In 1999, he was nominated to attend the Advance Management Program at Harvard Business School. Narayanan Vaghul Independent Director Narayanan Vaghul has served as a director on our Board since June 1997. He is the Chairman of our Audit/Risk and Compliance Committee, and a member of the Board Governance, Nomination and Compensation Committee. Mr. Vaghul is also the lead independent director of the Company. He was the Chairman of the Board of ICICI from September 1985 to April 2009. Mr. Vaghul is on the Boards of the following public companies in India and overseas: 1) Mahindra World City Developers Limited, 2) Piramal Enterprises Limited, 3) Apollo Hospitals Enterprise Limited, and 4) Arcelor Mittal, Luxembourg. Besides this he is on the boards of two private limited companies and several Section 25 companies and public trusts. Mr. Vaghul is the Chairman of the Compensation Committee of Piramal Enterprises Limited and its 100% subsidiary, PHL Finance Private Limited. Mr. Vaghul is Chairman of the Audit Committee of Piramal Enterprises Limited. Mr. Vaghul is a member of the Remuneration Committee of Mahindra World City Developers Limited and Apollo Hospitals Enterprise Limited. Mr. Vaghul holds a Bachelor (Honors) degree in Commerce from Madras University. Mr. Vaghul was honored by the Government of India with the Padma Bhushan award in 2010. Mr. Vaghul also received the Lifetime Achievement Awards from The Economic Times, Ernst & Young Entrepreneur of the Year Award Program and Mumbai Management Association. He was given an award for the contribution to the Corporate Governance by the Institute of Company Secretaries in 2007. Vyomesh Joshi Independent Director Vyomesh Joshi became a director of the Company in October 2012. He is a member of Dean’s Advisory Council at The Rady School of Management, University of California, San Diego. Prior to joining the Company, Mr. Joshi served as the Executive Vice President of Hewlett-Packard’s Imaging and Printing Group. Mr. Joshi joined Hewlett-Packard as a Research and Development engineer and held various management positions in his career with the group. Mr. Joshi was also on the Board of Yahoo for seven years until 2012. Mr. Joshi is also a member of the Board of Directors of Harris Corporation. Mr. Joshi has been featured in Fortune Magazine’s diversity list of most influential people in 2005. Mr. Joshi also serves on our Strategy Committee. Mr. Joshi holds a Master’s degree in electrical engineering from the Ohio State University. 18 Annual Report I 2014-2015 Directors of CenturyTel, Inc. and Polycom and several philanthropic and private company boards. Mr. Owens was a member of the Board of Directors of Daimler Chrysler AG from November 2003 to April 2009, Embarq Corporation from May 2006 to July 2009 and Nortel Networks Corporation from February 2002 to November 2005. Mr. Owens holds an M.B.A. (Honors) degree from George Washington University, a B.S. in Mathematics from the U.S. Naval Academy and a B.A. and M.A. in Politics, Philosophy and Economics from Oxford University. William Arthur Owens Independent Director William Arthur Owens has served as a director on our Board since July 2006. He is also a member of our Board Governance, Nomination and Compensation Committee, and serves as Chairman of our Strategy Committee. He has held a number of senior leadership positions at large multinational corporations. Mr. Owens presently serves as the Chairman of CenturyLink Telecom. He is also the Executive Chairman of Red Bison Advisory Group (“RBAG”). RBAG is a company in the natural resources (oil, gas and fertilizer plants) and information and communication technology sectors. Mr. Owens previously served as the Chairman of AEA Investors (Asia) from April 2006 to December 2014 and has served as Managing Director, Chairman and Chief Executive Officer of AEA Holdings Asia, a New York private equity company at various times during that period. Mr. Owens also served as Vice Chairman of the New York Stock Exchange, Asia from June 2012 to June 2014, as well as Vice Chairman, Chief Executive Officer and Vice Chairman of the Board of Directors of Nortel Networks Corporation, a global supplier of communications equipment from April 2004 to November 2005. Prior to that, Mr. Owens served as Chairman and Chief Executive Officer of Teledesic LLC, a satellite communications company from August 1998 to April 2004. During that same period, Mr. Owens also served as Chairman and Chief Executive Officer of Teledesic’s affiliated company, Teledesic Holdings Ltd. Mr. Owens was President, Chief Operating Officer and Vice Chairman of Science Applications International Corporation (SAIC) from June 1996 to August 1998. Mr. Owens was a career officer in the U.S. Navy where he served as commander of the U.S. Sixth Fleet in 1990 and 1991, and as senior military assistant to Secretaries of Defense Frank Carlucci and Dick Cheney. Mr. Owens’ military career culminated in his position as Vice Chairman of the Joint Chiefs of Staff where he had responsibility for the reorganization and restructuring of the armed forces in the post-Cold War era. Mr. Owens is widely recognized for bringing commercial high technology into the U.S. Department of Defense for military applications and as the architect of the Revolution in Military Affairs (RMA), an advanced systems technology approach to military operations. Mr. Owens is also a member of the Board of Annual Report I 2014-2015 19 Sus a n bilit Highlights 2014-15 Reducing our ecological impact A sustainable, empowering workplace GHG Intensity for offices energy consumption Energy Intensity 2014-15 2013-14 2012-13 2014-15 2013-14 2012-13 1.65 1.7 1.75 1.8 1.85 1.9 210 215 220 225 230 235 240 245 250 Tons of CO2 Equiv. per employee per annum Renewable Energy Kwh per person per month 65 Million KWh 22% of our total office space energy consumption 2088 virtual servers running on 147 physical servers 9 Million KWh saved annually Yammer Launch of Yammer as the enterprise social networking platform Over 57,000 users with 4,700 groups Mitr Wipro’s employee assistance and counselling program completes 11 years EAG The Employee Advocacy Group has a 120+ member representation with 1053 active suggestions and contributions EPS Pulse – Engagement scores increased by 2% in the Employee Perception Survey (EPS) Pulse 2014 survey. Over 130,000 participants (employees, contractors and services providers) attended trainings on Health & Safety, covering Occupational health, Transportation, Hospitality, emergency response and Security domains. EAGEMPLOYEE ADVOCACY GROUP Water Per employee water consumption - 1.35 Kilo Liter in 2014-15 compared to 1.46 Kilo Liter in 2013-14 Biodiversity Butterfly Park at Electronic City Campus, Bangalore completed in 2013. Phase 2 - Wetland Park work underway Waste 90% of Total Waste from India operations recycled or reused Water Recycling - 34% in 2014-15 compared to 32% in 2013-14 Started Biodiversity programs at two of our campuses in Pune. Increased native species by 4 times to 200 species Category wise goals set for organic, inorganic, mixed solid waste and e-waste 24000+ technical, behavioral, sales and leadership training programs delivered Learning Networks 4000 registered mentees 1200 registered mentors Diversity at Wipro Ÿ 30.2% Women Ÿ Workforce comprising 101 nationalities in 58 countries Ÿ 439 employees with disabilities, including 76 hired in 2014 - 15 Ÿ Sign language interpretation for key employee communication. Online portal ‘Kinesics’ for learning sign language Ÿ Celebration of International Women’s Day and International Day for People with Disabilities Beyond the Boundary - Education & Community Care Customer Stewardship Wipro Education Ÿ New domains like for rural youth included learning program the North-East, Maharashtra, Kerala, Karnataka and Punjab primary school mathematics 6 new partnerships integrated and in Ÿ Ÿ Launched a program on supporting needs of Ÿ projects in Bangalore, Pune, Jaipur and Hyderabad education of children with disabilities , 5 1350 underprivileged children through Wipro Science Education Fellowship Program Ÿ Launched in to improve Science and Math education in schools primarily serving disadvantaged communities in cities in USA Chicago New York , Boston and Ÿ Ÿ Collaboration with Mercy College UMass Boston, Michigan State University and Ÿ Ÿ Works with 250-300 teachers through a 2-3 year fellowship across 20 school districts who go earthian Ÿ Participation from 3,000 schools and colleges, 15,000 students and 3,500 educators nationwide since its launch in 2011 Ÿ Ÿ 14 workshops on sustainability learning were conducted for more than 250 teachers Ÿ Ÿ Co-hosted national level symposium on ‘Sustainability in Management Education’ along with School of Business, University of North Carolina IIM-B and Kenan Flagler Mission 10X Ÿ Conducted Academic Leadership, 76 1,003 Faculty Empowerment, 91 Practitioners & 614 Student Engineering Thinking Workshops Ÿ 54 Mission10X Technology Learning Centers (MTLCs) now operational in 12 states Wipro Cares Ÿ Participative ground water project in Corporate Office 35 sq.km proximate area of Sustainability assessments front ended by customers: Ÿ Ecovadis, a Paris based sustainability rater, whose services are used by 30 Wipro customers - rated us with CSR rating of “Gold” Ÿ Verego, Independent supplier CSR assessor, subscribed by leading U.S. companies, rated us “ Best in Class” across all five areas - Leadership, Ethics, People, Community and Environment Customer satisfaction scores increased by 680 basis points for 2014-15 as compared to the previous year Wipro EcoEnergy Launched in 2008, Wipro EcoEnergy, the clean tech business unit of Wipro Limited offers Enterprise-wide Energy Management Services Portfolio includes environmental footprint reduction enabling solutions like Analytics, Cloud-based Services, EcoEnergy, Mobility and Open Source solutions Recognitions Ÿ Primary Healthcare access to 53 villages covering Pradesh & Uttarakhand across 75,000 people across 7 projects, Maharashtra, Karnataka, Andhra Ÿ Program in urban solid waste management social security benefits in Bangalore -provides to 260 skills upgrading and access to informal workers Ÿ Education program to 500 migrant worker’s children Ÿ Social Forestry - 100,000 saplings planted benefitting 80 farmers in 4 years Ÿ Disaster Rehabilitation - Ÿ Livelihood Projects with Uttarakhand 20 village level farmer groups in Ÿ Restoring livelihood of 250 Fishermen and Village level Disaster Committees set up in 15 villages Odisha in Wipro’s Sustainability Education Program for Schools and Colleges Wipro Cares MANAGEMENT DISCUSSION AND ANALYSIS Economic Overview According to the IMF, global economic growth remains moderate, with uneven prospects across the main countries and regions. In its World Economic Outlook issued in April 2015, IMF has forecast the global growth to reach 3.5% in 2015, up from 3.4% recorded in 2014. Growth is projected to be stronger in 2015 relative to 2014 in advanced economies, but weaker in emerging markets, reflecting more subdued prospects for some large emerging market economies and oil exporters. IT Services Industry overview Enterprises are increasingly outsourcing their technology and IT services requirements to global IT services providers who can deliver high quality service on a global scale and at competitive costs. According to Gartner report Forecast: Enterprise IT Spending by Vertical Industry Market, Worldwide, 2013-2019, 1Q15 Update, worldwide IT Services spending in 2014 was $948 billion, a growth of 1.8% over the previous year. Global IT service providers offer a range of end to end software development, IT business solutions, research and development services, business process services, consulting and related support functions. Over the past two decades, India has risen to become the leading destination for global IT services sourcing, business process services and research and development services. Global IT services providers, based in India, have a proven track record for providing business and technology solutions, offering a large, high quality and English-speaking talent pool and a friendly regulatory environment. These factors have facilitated the emergence of India as a global sourcing hub. Growth drivers of India-based IT Services Providers w Global IT sourcing from India offers significant cost advantages as well as productivity gains on account of access to highly skilled and competent talent at lower wage costs. According to the National Association of Software and Service Companies (NASSCOM) Strategic Review Report 2015 (“NASSCOM Report”), India-based IT services providers have been able to maintain their cost competitiveness by deploying various cost control strategies including the delivery networks in Tier II/III cities, recruiting on college and university campuses as well as experienced professionals, and offsetting wage inflation with operational gains and productivity measures. w India has a large, highly skilled and English-speaking talent pool. According to the NASSCOM Report, the IT – Business Process Management industry in India employed over 3.5 million software professionals as of March 31, 2015, making it one of the largest employers in the global IT services industry. w Business favorable policy decisions of the Government of India have played a key role in the development of robust IT and business process management (“BPM”) sectors in the country. The Software Technology Park (“STP”) Scheme and the Special Economic Zone Act also played a critical role in the emergence and development of the IT and BPM industries by providing incentives in the form of tax holidays. w India-based IT companies have proven their ability to deliver premium IT services and business process management that satisfy the requirements of international clients who adhere to exacting quality standards. According to the NASSCOM report, revenues for fiscal year 2015 for the IT-BPM industry based in India is estimated to be US$146 billion, which would represent growth of approximately 13% over fiscal year 2014. According to the NASSCOM Report, IT export revenues from India, including hardware, are expected to grow at a year-on-year rate of 12% in fiscal year 2015, driven by greater demands for social, mobile, analytics and cloud based solutions. While exports remain the focus area for the IT industry in India, the IT services market in India represents approximately 18% of the total business of India-based IT services industry and is also expected to be a key growth driver. According to the NASSCOM Report, the domestic Indian IT- BPM market is expected to have grown by 14%, a growth rate that is faster than export markets in fiscal year 2015, driven largely by e-commerce. Strengths of Wipro w Heritage of R&D services gives a strong technological edge to the company w Broad based and balanced portfolio across industry verticals, service lines and geographies w Early innovation in remote infrastructure services and rapid growth has led to a large, fast growing Infrastructure services practice w Strong delivery processes through investments in automation, artificial intelligence and next gen delivery w Early investments in the Digital business to capitalize on the next wave of growth driven by digital transformation Annual Report I 2014-2015 23 Our Strategy Our Strategy for Run business is centered on – I n d u s t r i e s wo r l d w i d e , a re w i t n e ss i n g s i g n i f i c a n t transformations in the Business Model and Technology landscape. 1. Driving revenue growth in our core businesses through services and solutions in prioritized verticals, service lines & geographies. 1. Evolving Client Business Models –While overall IT spend by Enterprises are expected to increase (though marginally), the IT spend mix on 'Run' part of the business ('Run' – IT resources consumed and focused on continuing operation of the business) and 'Change' (IT resources consumed and focused on developing and enhancing IT systems in support of business growth or to enable the enterprise to enact new business models) part of the business is shifting. Investments in 'Change' programs are on the increase and some are funded through the efficiency gains from 'Run' business. The technology investments are required to be more business focused and end-user conscious. Given the pace of technology transformation, a new set of influencers are emerging like the Chief Digital Officer and Chief Marketing Officer. Today's Service Providers are required to address the increasing and diverse needs of the clients. 2. Changing Technology Landscape – IDC predicts that over 65% of Enterprise IT organizations will commit to Hybrid Cloud technologies before 2016. This will create a new set of opportunities as clients look at us to partner with them on this journey. Gartner forecasts that the number of ''Connected Devices'' will be nearly 25 Billion by 2020, or over three times the number of humans on earth. This explosion of connected devices will drive the need for Data Analytics & Insights services. 3. Need for newer Models of Service Delivery – . Increasingly, enterprises seek integrated solutions & services – implying the need for service providers to adopt newer commercial and delivery constructs. 4. The Digital Opportunity – Estimated to be an over $225Billion market by 2020, 80% of incremental investments of enterprises are expected to be in and around Digital, driven by need to go 'Digital' to address the consumer. A significant portion of such investments will be funded through legacy spend reductions. This has significant implications for service providers including the need to invest in capabilities such as Dev/Ops, process & service design, user experience, architecture & Digital technologies and investing in creative technologists across a spectrum of Digital technologies – Internet of Things(IoT), Cloud, Big Data Analytics & Mobile. a. Drive superior Farming & sustain momentum in Hunting b Drive Cross-service line collaboration & Integrated Process & Technology Service offerings c. Investments to drive growth in i. ii. Verticals: Healthcare, Retail & Consumer Goods, Banking Financial services and Insurance, Media & Telecom, Energy, Utilities & Manufacturing Service Lines: Infrastructure services, Product Engineering Services, Analytics & Application Services iii. Geos: US, UK, Continental Europe, India, Middle East & Australia 2. Significant Cost Optimization through Hyper- automation while ensuring quality and efficiency in delivery, leveraging a range of Automation tools in Infrastructure and Applications Delivery e.g. ServiceNxT (Integrated Managed Services framework). Our strategy for Change business focuses on- 1. Investing in Digital 2. a. Dedicated and separate unit called Wipro Digital. b. Focus will be to Re-imagine ‘customer journeys’ c. We will engineer and automate processes to increase velocity and productivity of these processes and build cross-industry utility solutions for Enterprise Process Digitization Investing in future growth & leveraging Next-Gen Technologies for driving efficiency gains & cost-take out for our clients. a. AI, IoT, Big Data Analytics and Open Source will be the technology bets for the future. Investing in building Data Discovery Platform for b. Marketing and Digital as a productized offering. c. Open Stack focus e.g. Open Datacenter, Open Apps and Open Network. d. Ecosystem focus to drive thought leadership through Community and Industry foundation partnerships. 24 Annual Report I 2014-2015 e. Leverage Wipro HOLMES (Cognitive Computing Platform) to solve customer use cases & drive automation in Service Delivery. T M 3. Building a World-class ecosystem a. Corporate Venture Capital Fund – ‘Wipro Ventures’ a dedicated $100M fund will invest in early to mid-stage cutting edge start-ups. Focus is on companies that will complement Wipro’s businesses through next generation disruptive products and solutions. Industry & research partnerships like those with NASSCOM with the objective of working with and leveraging the start-up ecosystem for striking Go- To-Market and Solution Partnerships. b. c. M&A – focus on Digital Assets and areas around Big Data, Mobility & Cloud. To enable effective implementation of the RUN & CHANGE’ strategies, we are making focused investments in brand building, creating the right organization structure, processes , technology and people. For example, we continue to aggressively build awareness of the Wipro brand name among clients and partners. As an IT services business, we seek to position ourselves as a Strategic Solutions Provider with the resources and capabilities to offer a comprehensive range of IT services. Driving differentiation and leadership through our people We believe that our employees are the backbone of our organization and a key differentiator in the global market for IT services and IT products. We are committed to recruiting and training highly skilled employees, service providers and leaders. Our aim is to build a best-in-class global leadership team and provide our employees with attractive opportunities for career enhancement and growth. We continue to design and implement processes and programs to foster people development, leadership development and skill enhancements among our global team. It is our aim to be a diverse global company that not only serves clients but also empowers our employees worldwide to enhance their expertise beyond their industry peers. Business segment overview Industry /Vertical focus: Our business comprises of IT Services and IT Products segments. We have invested and continue to invest significant resources in understanding and prioritizing industry verticals. Our IT Services segment is organized into six strategic business units by client industry as follows. 1. Banking, Financial Services and Insurance (“BFSI”) 2. Healthcare and Life Sciences (“HLS”) 3. Retail, Consumer, Transport and Government (”RCTG”) 4. Energy, Natural Resources and Utilities (“ENU”) 5. Manufacturing and High-Tech (“MFG”) 6. Global Media and Telecom (“GMT”) This segment reporting structure is aimed at aligning with the industry trends. Please refer to Note 31 of the ‘Consolidated Financial Statements under IFRS' in addition to the 'IT Services Business Segments' in this section for additional financial information. (Figures in $ millions except otherwise stated) Business Unit BFSI MFG & Hi-tech RCTG ENU GMT HLS Total 2014-15 2014-15 Growth YoY% 2014-15 Growth YoY% Margins 2014-15 in Reported Currency in Constant Currency Margins 2013-14 1,857 1,292 1,001 1,147 982 803 7,082 5.7% 4.7% 2.6% 8.3% 7.7% 18.0% 7.0% 6.9% 6.6% 3.8% 10.2% 10.1% 19.6% 8.7% 23.7% 21.3% 21.2% 24.7% 22.2% 21.2% 22.2% 22.8% 23.3% 22.1% 27.2% 21.0% 18.6% 22.6% IT Services segment consists 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 (MFG), and Global Media and Telecom (GMT) Annual Report I 2014-2015 25 analytics, drive innovation using mobile devices and create autonomic customer-facing services. c. Retail, Consumer Goods, Transportation & Government (RCTG) grew 3.8% in constant currency in 2014-15. We offer an integrated environment that allows organizations to model, optimize, forecast, budget, execute, manage and measure product and customer performance across the globe. We provide strong consumer-centric insight and project execution skills across retail, consumer goods, transportation and government sectors. Our domain specialists work with customers to maximize value through technology investments. d. Energy, Natural Resources and Utilities (ENU) grew 10.2% in constant currency in 2014-15. ENU business unit is strongly positioned to meet the evolving needs of clients in the oil and gas, utilities, mining, and engineering and construction industries globally. Our energy practice has helped 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. We are a strategic partner for many of the world’s major oil and utility companies. We have also commenced engagements with some of the world’s largest mining companies. We help large utility firms manage assets, reduce operational costs and enhance revenue by improving customer satisfaction. We have leveraged our experience in oil & gas and utilities sector to provide comprehensive solutions to the mining, engineering & construction industries and our acquisition of SAIC’s global oil and gas business unit in fiscal year 2012 has strengthened our capabilities and presence in this sector. In August 2014, we acquired ATCO I-Tek, the provider of IT services to ATCO Group, a leading Canadian global utilities and logistics company. We can assist our clients improve customer satisfaction, increase efficiency of service delivery and asset management, introduce smart solutions, discover and integrate newer sources of energy. We are also helping our clients digitize and automate operations, create collaborative work environments, reduce the cost of exploration and extraction as well as address the need for sustainable practices. We are also developing compliance solutions in the areas of health, safety, and security . e. Global Media and Telecom (GMT) grew at 10.1% YoY in constant currency in 2014-15. For the past two decades, we have offered services across the entire a. Banking Financial Services and Insurance (BFSI) grew 6.9% YoY in constant currency in 2014-15. BFSI is our largest industry vertical in terms of revenue and includes clients in the Banking, Insurance and Securities & Capital Market industries. Our Banking practice has partnered with many of the world’s leading banks. Our Insurance practice has been instrumental in delivering success for Fortune 100 insurance clients through our solution accelerators, intellectual property, end-to-end consulting services and flexible global delivery models. We have partnered with leading investment banks and stock exchanges worldwide, providing state-of-the-art technology solutions, to address business priorities including operational efficiency, cost optimization, revenue enhancement and regulatory compliance. b. Manufacturing and Hi-tech (MFG) grew 6.6% in constant currency in 2014-15. We provide IT Services across the entire manufacturing ecosystem. We offer a range of solutions across various domains including process manufacturing and Industrial & General Manufacturing and High-Tech industries. We provide strategic business and technology solutions and advise customers on business process optimization and engineering such as Supply Chain Management (“SCM”), Product Lifecycle Management (“PLM”) and Manufacturing Execution Solutions (“MES”). Our industry aligned business model gives us a deep understanding of our customers’ businesses to build industry specific solutions through our dedicated ‘Industry Centers of Excellence’ while our technology practices provide us the ability to keep our customers ahead on the ever-advancing technology curve through a catalog of technology solutions and frameworks. We help our clients design intelligent customer experiences, implement intuitive man-to-machine interactions, gain customer and industry insights using cloud, mobility and 26 Annual Report I 2014-2015 telecommunications and media value chain, serving network equipment providers, device vendors, service providers and content providers. We assist clients in dealing with the business changes arising from disruptions caused by new technologies, new enterprise, new consumer services and changing regulations. f. Healthcare, Life Sciences & Services (HLS) emerged as the leading growth driver growing at 19.6% in constant currency in 2014-15. We offer a comprehensive portfolio of solutions and service offerings across payers, providers, e-health and government funded programs, bio pharmaceutical and medical devices segments. Our centralized, scalable and high quality software delivery capability coupled with our deep domain knowledge has helped us to provide innovative solutions which enable our clients to meet their business objectives of patient centricity, regulatory compliance, commercial effectiveness and revitalizing innovation. Service Lines: Our service offerings in each of these strategic business units are aligned with the technology needs of our customers which include applications, infrastructure, engineering, business processes, analytics, consulting, cloud and mobility services. Our key service offerings are outlined below. Service Lines consist of Business Application Services(BAS), Global infrastructure services(GIS), Application Development and Maintenance (ADM), Business Process Services (BPS), Product Engineering Services (PES), Wipro Analytics and Consulting. a. Business Application Services (BAS) Our BAS practice offers integrated business solutions that span the application and technology landscape. We help drive business innovation by integrating next generation technology into the enterprise IT landscape. Our services focus on employing the most advanced technologies, ensuring agility and flexibility in responding to client needs, standardizing and streamlining processes, and maintaining high quality levels. Our solutions streamline business processes, maximize and extend the value of package applications, and offer secure IT operations. We aggregate cutting- edge applications to drive collaboration and e- commerce with customers through these key practices: Ÿ Enterprise Application Services: Our Enterprise Application Services assist our customers’ transformation initiatives through Enterprise Resource Planning (ERP), Financial Management, Human Capital Management, Supply Chain Management, Customer Relationship Management and Application Management Services. We have strategic partnerships with many major ERP vendors, including Oracle and SAP, which enable us to provide tailored recommendations for the specific needs of our clients. We also leverage commercial SaaS (Software-as-a-Service) solutions in partnership with industry leaders such as Salesforce.com, Workday and NetSuite. Ÿ Connected Enterprise Services: Our solutions like Digital Customer Experience Management (DCxM) and Encore (Next Gen Commerce Solution) enable businesses to engage customers, drive sales, enhance customer experience and create an integrated enterprise that delivers a consistent, omni-channel customer experience. Ÿ Mobility Solutions: We provide mobile strategy consulting, mobile user interface design services, mobile application development and testing as well as mobile security and device management. Ÿ Enterprise Architecture: We assist clients in establishing the structure, processes and tools for improvements in technology governance and the metrics they need to measure the alignment of their IT landscape with their business goals. Our solution enablers called “Smarter Applications” accelerate the adoption of next generation architectures. Ÿ Enterprise Security Solutions: We help enterprises to enhance their security strategies and information security with our comprehensive IT security services, including Risk Intelligence Center, Data Governance Center, Security Intelligence Center, Security Assurance Center and Security Management Center. Annual Report I 2014-2015 27 Our solutions enhance performance and enable compliance programs to adapt with agility to constantly evolving business and IT risks. Ÿ Testing Services: We deliver functional assurance, better quality and enhanced performance with our offerings like risk-based testing, cloud testing, lifecycle automation testing, business assurance, and ready to deploy tools. Our solutions help our clients deploy applications and products with greater cost savings and faster time to market. Ÿ Open Source: We offer pre-built, integrated and validated application stacks of best-in-class open source products for enterprises like OpenApp Edge, OpenApp Connect, OpenApp Foundation, OpenApp Insights and OpenApp Experience. b. Application Development & Maintenance (ADM) Our ADM offering is focused on bespoke application development and maintenance in legacy environment. As more and more businesses move to Product based solutions and SaaS solutions, there is increased pressure on cycle time reduction and cost, while delivering and maintaining bespoke solutions. In alignment with these needs, Wipro has adopted lean and agile practices to deliver ADM services in the shortest possible time lines and cost. c. Global Infrastructure Services (GIS) Our GIS practice provides end-to-end IT infrastructure and outsourcing services globally to customers across 60 countries. At GIS, we aim to deliver ruthless efficiency by responding to enterprises’ ongoing needs for efficiency and growth, deliver Business Enablement by s h i f t i n g fo c u s to ex p l o i t i n f ra s t r u c t u re commoditization and the digital paradigm, and deliver Transformation Services to maximize value through differentiated “Change the Business” & “Run the Business” strategies. As one of the pioneers in infrastructure management services, we are one of the fastest-growing providers of IT infrastructure and outsourcing services in the world, enabling customers to do business better by enabling innovation via standardization and automation, serving more than 700 clients with a global team of over 32,000 professionals backed by our network of 14 data centers spread across the US, Europe and the Asia- Pacific region. This suite of technology infrastructure services includes the following: Ÿ Data Center Services: End-to-end services portfolio across Consulting, Transformation, Cloud and Managed services backed up by a proven transition framework which enable seamless transition from incumbent vendors. Ÿ End User Services: Helps organizations accelerate the transformation & management of their end user landscape leveraging well defined frameworks, tools and solution accelerators. Ÿ IT Service Desk: Helps organizations implement, transform, consolidate Service Desk leveraging our accelerators and solution along with our state-of- the-art facilities across the globe. Ÿ Network Services: Provides comprehensive solutions and the services across Connect, Collaborate, and Manage along with end-to-end lifecycle services. Ÿ Cloud Services: Deliver a wide range of services across Hosting & Cloud Infrastructure (IaaS), and Desktop as a Service. Ÿ Open Source Services: Offers enterprise-class Open Source solutions in the areas of Open Source cloud solutions, OS Replatforming, PostgreSQL DB, software defined storage, and virtualization. Ÿ Global System Integration Services: Understanding the complexities of the IT environment, and extend our expertise in system integration to ensure that the technology is in line with customer’s business objectives no matter the size and nature of the organization. Ÿ Managed Security Services: Helps protect an e n t e r p r i s e ' s i n f o r m a t i o n a s s e t s t h ro u g h c o m p re h e n s i ve m a n a g e m e n t o f s e c u r i t y components and mitigate adverse impact on confidentiality and availability. Ÿ Infrastructure Engineering Services: Deliver infrastructure design & build, and testing services along with planning, utilization analysis for different types of virtual environments. c. Business Process Services (BPS) Our BPS practice enable clients to improve their processes, reduce costs and create economies of scale. We offer customized service offerings that translate into flexible and cost effective services of the highest quality for our customers. We are uniquely positioned to service customer requirements by leveraging our quality and 28 Annual Report I 2014-2015 innovation, talented employees, self-sustaining process framework and domain knowledge. We have invested in business operations platforms driven by analytics, pre- built process libraries, business design and process management components to enable us to help our customers effectively manage their business operations. In many large outsourcing deals, BPS is an integral part of the total services outsourced. Integrating BPS into our portfolio of service offerings has provided us with a strong competitive advantage over other stand-alone IT services providers. Our service offerings include: Ÿ Customer Interaction services, such as IT-enabled customer services, marketing services, technical support services and IT helpdesks; Ÿ Finance & Accounting and Procurement services, such as Accounts Payable and Accounts Receivable processing; procure-to-pay and managed procurement services; Ÿ Process Improvement services that provide benefits of scale for repetitive processes like claims and mortgage processing and document management; Ÿ Knowledge Process Outsourcing services which involve high-end knowledge work on intellectual property, equity and finance, analytics, market research and data management; and process transformational offerings, such as automated chats and e-mails, speech analytics and interactive voice response based solutions. d. Product Engineering Services and R&D Services Our Product Engineering Services Group (PES) provides comprehensive Research & Development services to facilitate breakthrough product and service transformations across all major industry verticals. Our specialized team of 14,000 engineers work with in-house innovation labs on various engineering Research & Development projects ranging from product strategy and proof of concept to product development, testing and compliance and outsourced manufacturing. Over the years, PES has added value to product engineering at numerous global corporations by building innovative customer experiences, personalizing products for new markets, integrating next-generation technologies, facilitating faster time-to-market, and ensuring global product compliance. The group is making significant developments in new age technology paradigms such as the IoT, cloud platforms, virtualization, smart devices, gesturing technology and artificial intelligence. e. Wipro Analytics Wipro Analytics addresses all aspects of artificial intelligence, machine learning, advanced analytics, data and information management and big data platforms. It provides solutions and services across these themes enabling clients to make informed business decisions. Our service offerings include: Ÿ Ÿ Data Platform Engineering – Data Platform is focused on delivering online or Engineering connected services in the areas of Internet Scale Application, Data Platforms, cognitive platforms and High Performance Computing solutions. It builds complete solutions in the areas of large scale service delivery systems, Big Data systems and real-time low latency engineered systems for IoT, Trading, Advertising and other industrial applications – either via on-premise or cloud-based platforms. It also builds and delivers products such as the Big Data as a Service to drive non-linear revenues. Big Data Analytics – Big Data Analytics creates and delivers analytical platforms and solutions which help organizations make forward looking decisions in real-time or near-real time. This practice utilizes open source platforms like Hadoop, No-SQL database and real-time streaming technologies to build the next generation information foundation. It builds the data science layer which specializes in areas of predictive & prescriptive analytics leveraging statistical modelling, machine learning and AI techniques to provide decision engineering capabilities. Ÿ Data Warehousing & Appliances and CXO Services – Data Warehousing and Appliances focuses on providing solutions and services in the creation of Annual Report I 2014-2015 29 measurable, implementable and customized to client’s requirements. We deliver value to clients through six industry leading consulting practices: (1) Finance and Accounting, (2) Governance, Risk and Compliance, (3)Human Resources, (4) Business Change Management, (5) Industry Services, (6) Process Excellence and Value Chain Management. Our consultants are based across North America, Western Europe, India, the Middle East, Africa and the Asia-Pacific Region. We offer end-to-end 360 degree services, from strategy to design to implementation, combining the benefits of proximity and global leverage. enterprise-wide data warehouses and operational data platforms leveraging Data Appliances and traditional Relational Databases. CXO services is chartered with creating innovative business solutions addressing the CXOs. Ÿ I n f o r m a t i o n M a n a g e m e n t – I n f o r m a t i o n Management offers the full suite of tools and technologies across the value chain of data including Information Architecture & Strategy, Master Data Management (MDM), Information Life cycle Management, Data Quality, Data Migration and Data Integration. Ÿ Business Intelligence – Business Intelligence (BI) focuses on providing actionable insights using BI tools and interactive reports to help decision makers make informed decisions, identify new business opportunities and create sustainable competitive advantage. f. Consulting Wipro Consulting Services (WCS) helps organizations enhance business effectiveness through operational excellence, derive value through technology-enabled transformation and face tomorrow’s challenges. We offer these business-focused, function-driven and technology- enabled transformations by drawing on industry best practices, our deep industry expertise and our Global Delivery Model. We deliver solutions that are Geography-wise revenue breakup of IT Services: (Figures in $ millions except otherwise stated) 2014-15 2013-14 2014-15 Growth YoY% in Reported Currency 2014-15 Growth YoY% in Constant Currency 3,610 3,299 9.4% 1,971 1,944 1.3% APAC and OEM 817 806 1.4% India and Middle East Total 684 7,082 569 20.3% 6,618 7.0% 10.1% 3.5% 6.5% 21.0% 8.7% Geo Americas Europe a. b. The Americas constitute 51% of our total IT Services revenues and grew 10.1% in constant currency. During the year the won our largest deal with ATCO in North America Europe comprises of 27.8% of our total IT Services revenues and grew 3.5% in constant currency. The weakness in the energy sector and adverse currency movements impacted growth rates. c. APAC and Other Emerging Markets (OEM) contribute 11.5% of our total IT Services revenues, which grew at 6.5% in constant currency. d. India and Middle East comprises 9.7% of our total IT Services revenues which grew at 21.0% in constant currency. Our leadership position in the market coupled with focus on innovation has helped us grow in this geography. 30 Annual Report I 2014-2015 Performance Highlights - IT Services (1) Revenue Gross profit Selling and marketing expenses General and administrative expenses Operating income As a percentage of revenue: Gross margin Selling and marketing expenses General and administrative expenses Operating margin (Figures in ` millions except otherwise stated) Year Ended March 31, Year on Year change 2015 440,180 150,124 (28,060) (24,998) 97,649 34.11% 6.37% 5.68% 22.18% 2014 399,509 139,702 (27,338) (22,031) 90,333 34.97% 6.84% 5.51% 22.61% 10.18% 7.46% 2.64% 13.47% 8.10% (86)bps 47 bps (17)bps (43)bps (1) For the purpose of segment reporting, we have included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 396,088 million and Rs. 436,646 million for the years ended March 31, 2014 and 2015, respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the ‘Consolidated Financial Statements under IFRS' for additional details. Customer size distribution (USD) Number of clients in Year ended March 31, > 1 million > 3 million > 5 million > 10 million > 20 million > 50 million > 75 million > 100 million 2015 542 311 231 150 86 31 15 11 2014 501 278 220 143 82 29 14 10 2013 490 291 213 133 76 26 16 10 Revenue - IT Services Our revenue from our IT Services segment, in INR terms, increased by 10.18%. In terms of USD revenues, the growth was 7.0%, an acceleration in growth over 6.4% recorded in 2013-14. The revenue growth in dollar terms in 2014-15 was impacted by adverse movements of currency. The growth in 2014-15, in constant currency comparable to previous fiscal, was 8.7% an acceleration from 7.9% recorded in 2013-14. During the year, we saw significant softness in the Oil & Gas business due to the impact of falling oil prices, which affected our revenue growth. However, in absolute terms, we experienced growth across all IT Services industry verticals. Growth was led by HLS business unit that grew 19.6% in constant currency. Amongst service lines, Global Infrastructure Services showed strong growth during 2014-15. Amongst geographic segments, Americas region showed good growth. In our IT Services segment, we added 194 new customers during the year ended March 31, 2015 across all industry verticals. Profitability During the year our gross profit as a percentage of our revenue from our IT Services segment decreased by 86 bps. The decrease in gross margin as a percentage of revenue is primarily attributable to an increase in employee compensation cost during the year ended March 31, 2015 as compared to year ended March 31, 2014 as part of our annual compensation review and annual progression cycle, partially offset by the depreciation of the Indian rupee against the U.S. dollar. Selling and Marketing Expenses Selling and marketing expenses as a percentage of revenue from our IT Services segment decreased from 6.84% for the year Annual Report I 2014-2015 31 ended March 31, 2014 to 6.37 % for the year ended March 31, 2015. In absolute terms, selling and marketing expenses increased Rs. 722 million. This increase is primarily attributable to an increase in the employee compensation cost due to increased compensation as part of our annual compensation review and annual progression cycle and depreciation of Indian rupee against the U.S. dollar. General and Administrative Expenses General and administrative expenses as a percentage of revenue from our IT Services segment increased from 5.51% for the year ended March 31, 2014 to 5.68 % for the year ended March 31, 2015. In absolute terms, general and administrative expenses increased Rs. 2,967 million. This increase is primarily due to an increase in the employee compensation cost due to increased compensation as part of our annual compensation review and annual progression cycle. The increase is further attributable to legal and professional expenses by approximately Rs. 985 million and travel costs by approximately Rs. 789 million. Segment Results As a result of the above, segment results as a percentage of our revenue ('margins') from our IT Services segment decreased by 43 bps to 22.18% stay within a narrow range of the segment margins of 2013-14. However, in absolute terms, the segment results of our IT Services segment increased by 8.10%. Risk Factors 1. Currency Risk: Our revenues in IT Services are derived in major currencies of the world while a significant portion of our costs are in Indian rupees. The exchange rate between the rupee and major currencies of the world has fluctuated significantly in recent years and may continue to fluctuate in the future. Currency fluctuations can adversely affect our revenues and gross margins. 2014-15 saw significant volatility in EUR and GBP thereby causing reported USD revenues to be much lower than revenues in constant currency, especially in the latter part of the year. 2. Competition Risk: The market for IT services is highly competitive. Our competitors include software companies, IT companies, systems consulting and integration firms, other technology companies and client in-house information services departments. We may also face competition from IT and ITES companies operating from emerging low cost destination like China, Philippines, Brazil, Romania, Poland etc. 3. Global Economic Risk: We derive approximately 50% of revenues from United States and 29% from Europe. In an economic slowdown, our clients located in these geographies may reduce or defer their technology spending significantly. Reduction in spending on IT services may lower the demand for our services and negatively affect our revenues and profitability. 4. Offshore business model risk: Some countries and organizations have expressed serious concerns about a perceived association between offshore outsourcing and the loss of jobs domestically. With the growth of offshore outsourcing receiving increasing political and media attention, there have been concerted efforts to enact new legislation to restrict offshore outsourcing or impose disincentives on companies which have been outsourcing jobs. This may adversely impact our ability to do business in these jurisdictions and could adversely affect our revenues and operating profitability. 5. Regulatory changes risk: Our employees who travel to work onsite at client facilities or at our facilities on temporary or extended assignments typically must obtain visas. Multiple changes to the immigration laws across geographies are anticipated impacting the availability of visas and increasing the cycle time required to obtain the same. These changes could make it more difficult for us to obtain visas for our employees, and hence our ability to compete for and provide services to our clients in these regions could be impaired. These risks are broadly country-specific risks. At an organizational level, we have a well-defined business contingency plan and disaster recovery plan to address these unforeseen events and minimize the impact on services delivered from our global development centers. IT Products Industry Overview According to the NASSCOM Report, the hardware segment of the IT-BPM market in India is estimated to be $13.1 billion in fiscal year 2015 or 27% of the India IT-BPM industry. The key components of the hardware industry are servers, desktop, notebook and tablet computers, storage devices, peripherals, printers and networking equipment. Recent trends indicate a rising demand for tablet computers and weakening demand for desktop computers. Demand for storage equipment and IT security products has increased as more data is generated and stored. While we focus on being a strategic provider of IT services, our goal is to be the system integrator of choice and so we provide IT products as a complement to our IT services offerings. In the India and Middle East markets, we are a leading provider of 32 Annual Report I 2014-2015 system integration services, where we provide a full suite of IT services as well as complementary hardware solutions and software licenses. Revenue from the hardware products and software licenses sold is recorded under the IT Products segment. We have diverse range of clients across all major industries, primarily in the India and Middle East market. Effective as of the quarter ended December 31, 2013, we ceased manufacturing “Wipro” branded desktops, laptops and servers. We will continue to fill existing orders and honor our warranty and service obligations. We will continue to maintain a presence in the hardware market by providing suitable third-party brands as a part of our solutions in large integrated deals. Our IT Products segment accounted for 8.9% and 7.2%of our revenue for the years ended March 31, 2014 and 2015, respectively and 0.3% and 0.4% of our operating income for each of the years ended March 31, 2014 and 2015, respectively. In order to offer comprehensive IT system integration solutions we use a combination of hardware products (including servers, computing, storage, networking, security) and related software products, (including databases and operating systems) and integration services. Our range of third-party IT Products is comprised of Enterprise Platforms, Networking Solutions, Software Products, Data Storage, Contact Center Infrastructure, Enterprise Security, IT Optimization Technologies, Video Solutions and End-user computing. Performance Highlights - IT Products (Figures in ` millions except otherwise stated) (1) Revenue Gross profit Selling and marketing expenses General and administrative expenses Operating income As a percentage of revenue: Gross margin Selling and marketing expenses General and administrative expenses Operating margin Year Ended March 31, Year on Year change 2015 34,006 2,773 (1,280) (1,119) 374 8.15 % 3.76 % 3.29% 1.10 % 2014 38,785 3,126 (1,335) (1,481) 310 8.06 % 3.44 % 3.82 % 0.80 % (12.32)% (11.29)% (4.12)% (24.44 )% 20.65 % 9 bps (32) bps 53 bps 30 bps (1) For the purpose of segment reporting, we have included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 38,879 million and Rs. 33,928 million for the years ended March 31, 2014 and 2015, respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the ‘Consolidated Financial Statements under IFRS' for additional details. Revenue Our revenue from the IT Products segment decreased by 12.32%, primarily due to decrease in revenue from domestic sales of computers and servers following cessation of manufacturing “Wipro” branded desktops, laptops and servers as of December 31, 2013. Profitability Our gross profit for the year ended March 31, 2015 as a percentage of our IT Products segment revenue increased by 9 bps over the year ended March 31, 2014. One must note that during the year ended March 31, 2014, the segment incurred a non-recurring expense due to the cessation of manufacturing “Wipro” branded desktop, laptops and servers. Selling and Marketing Expenses Selling and marketing expenses as a percentage of revenue from our IT Products segment increased marginally from 3.44% for the year Annual Report I 2014-2015 33 ended March 31, 2014 to 3.76% for the year ended March 31, 2015. In absolute terms, selling & marketing expenses decreased by Rs. 55 million. General and Administrative Expenses General and administrative expenses as a percentage of revenue from our IT Products segment decreased from 3.82% for the year ended March 31, 2014 to 3.29% for the year ended March 31, 2015. In absolute terms, general and administrative expenses decreased by Rs.362 million primarily on account of optimization initiatives. As a result of the above, in absolute terms, segment results of our IT Products segment increased by 20.65%. Risk IT Products revenues are impacted by seasonal changes that affect purchasing patterns among our clients for hardware products, (including servers, computing, storage, networking, security) and software products, (including databases and operating systems) The IT products market is a dynamic and highly competitive market. In the marketplace, we compete with both international and local providers. Our local competition comes from HCL and TCS, among others. Our international competitors include IBM, Dell and HP. One of the major challenges we encounter is margin pressure due to competitive pricing. Achieving mindshare and market share in a crowded market place requires differentiated strategies on pricing, branding, delivery and products design. We believe we are favorably positioned based on our brand, quality leadership, expertise in target markets and our ability to create customer loyalty by delivering value to our customers. Discussion on Consolidated Financials (Figures in millions except otherwise stated) ` Wipro Limited and subsidiaries (1) Revenue Cost of revenue Gross profit Selling and marketing expenses General and administrative expenses Operating income Profit attributable to equity holders As a Percentage of Revenue: Gross Margin Selling and marketing expenses General and administrative expenses Operating Margin Earnings per share Basic Diluted Year Ended March 31, 2015 473,182 2014 437,628 (321,284) (295,488) Year on Year change 8.12 % 8.73 % 6.87 % 4.71 % 9.82 % 6.79 % 142,140 (29,248) (23,538) 89,354 77,967 10.98 % 32.48 % (38) bps 6.68 % 5.38 % 21 bps (8) bps 20.42 % (25) bps 31.76 31.66 10.99% 10.96% 151,898 (30,625) (25,850) 95,423 86,528 32.10% 6.47% 5.46 % 20.17% 35.25 35.13 (1) For the purpose of segment reporting, we have included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 434,269 million and Rs. 469,545 million for the years ended March 31, 2014 and 2015, respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the ‘Consolidated Financial Statements under IFRS' for additional details. 34 Annual Report I 2014-2015 Revenue Finance and Other Income Our revenue increased by 8.1%. This was driven primarily by a 10.2% increase in revenue from our IT Services segment and offset partially by a 12.3% decrease in revenue from our IT Products segment. The increase in IT Services revenues was driven by growth in our Healthcare and Life Sciences industry vertical, Energy, Natural Resources and Utilities industry vertical and Global Media and Telecom industry vertical, as well as depreciation of INR against USD. Our finance and other income increased from Rs. 14,542 million for the year ended March 31, 2014 to Rs. 19,859 million for the year ended March 31, 2015. This increase was due to an increase in cash available for investments due to enhanced cash flows. Additionally, gain on sale of investments increased by Rs. 2,251 million and interest and dividend income increased by Rs. 3,066 million during the year ended March 31, 2015 as compared to the year ended March 31, 2014. Profitability Taxes In absolute terms, cost of revenues increased by 8.73% primarily on account of increases in employee compensation due to rupee depreciation, salary increases, stock compensation awarded and increases in headcount during the year, and increase in subcontracting /technical fees/third party application fee. As a result of the foregoing factors, our gross profit as percentage of our total revenue from continuing operations decreased by 38 basis points (bps). Selling and Marketing Expenses Our selling and marketing expenses as a percentage of total revenue decreased from 6.68% for the year ended March 31, 2014 to 6.47% for the year ended March 31, 2015. In absolute terms, selling and marketing expenses increased by 4.71%, primarily due to increases in travel expenses and depreciation, amortization and impairment charges. General and Administrative Expenses Our general and administrative expenses as a percentage of revenue increased minimally from 5.38% for the year ended March 31, 2014 to 5.46% for the year ended March 31, 2015. In absolute terms, general and administrative expenses increased by 9.82%, primarily due to increases in employee compensation, legal and professional fees and travel expenses. Results from Operations As a result of the foregoing factors, our results from operating activities (operating margin) as a percentage of revenue has decreased by 25 bps from 20.42% to 20.17%. However, our operating income increased by 6.79%, from Rs. 89,354 million for the year ended March 31, 2014 to Rs. 95,423 million for the year ended March 31, 2015. Finance Expenses Our finance expenses increased from Rs. 2,891 million for the year ended March 31, 2014 to Rs. 3,599 million for the year ended March 31, 2015. This increase is primarily due to increase of Rs. 808 million in exchange loss on foreign currency borrowings and related derivative instruments. This increase has been partially offset by a decrease in interest expense by Rs.100 million during the year ended March 31, 2015. Our income taxes increased by Rs. 2,024 million from Rs. 22,600 million for the year ended March 31, 2014 to Rs. 24,624 million for the year ended March 31, 2015. Our effective tax rate decreased from 22.4% for the year ended March 31, 2014 to 22.0% for the year ended March 31, 2015. This decrease is primarily due to write-backs during the year subsequent to completion of assessments. As a result of the foregoing factors, our profit attributable to equity holders increased by Rs. 8,561 million or 11%, from Rs. 77,967 million for the year ended March 31, 2014 to Rs. 86,528 million for the year ended March 31, 2015. Foreign Exchange Risk Management Policy and Results We have a consistent hedging policy, designed to minimize the impact of volatility in foreign exchange fluctuations on the earnings and assets & liabilities. We evaluate exchange rate exposure arising from transactions and positions and enter into foreign currency derivative instruments to mitigate such exposure. We follow established risk management policies, including the use of derivatives like foreign exchange forward / option contracts to hedge forecasted cash flows denominated in foreign currency. As per the policy, the total hedges shall be 50% to 100% of the next four quarters of inflows in addition to select long term contracts which are beyond one year in tenor. Our net foreign exchange gains/ (losses) from continuing operations for the years ended March 31, 2014 and 2015 were Rs. 3,359 million and Rs. 3,637 million respectively. Our Hedge Book as on March 31, 2015 stood at USD 2.5 billion dollars. Our foreign exchange gains/(losses), net, comprise of: 1. Exchange differences arising from the translation or settlement of transactions in foreign currency, except for exchange differences on debt denominated in foreign currency (which are reported within finance expense, net); and 2. The changes in fair value for derivatives not designated as hedging derivatives and ineffective portions of the hedging instruments. For forward foreign exchange contracts which are designated and effective as cash flow hedges, the mark to market gains and losses are Annual Report I 2014-2015 35 deferred and reported as a component of other comprehensive income in stockholder’s equity and subsequently recorded in the income statement when the hedged transactions occur, along with the hedged items. Please refer note 16 in ‘Consolidated Financial Statements under IFRS’ for the aggregate contracted principal amounts of the Company's derivative contracts outstanding as of March 31, 2014 and 2015. Please refer note 16 in ‘Consolidated Financial Statements under IFRS’ for data on the foreign currency risk from non-derivatative financial instruments as of March 31, 2014 and 2015. Liquidity and Capital Resources (Figures in ` millions except otherwise stated) Year ended March 31, Year on Year changes 2015 2014 Net cash provided by/ (used in) operations: Operating activities 78,262 67,897 10,365 Investing activities (25,816) (2,774) (23,042) Financing activities (8,523) (34,972) 26,449 Net change in cash and cash equivalents Effect of exchange rate changes on cash and cash equivalent 43,923 30,151 13,772 589 (69) 658 As of March 31, 2015, we had cash & cash equivalent and short- term investments of Rs. 251,048 million. Cash & cash equivalent & short-term investments, net of debt, was Rs. 172,135 million. In addition, we have unused credit lines of Rs. 35,857 million. To utilize these lines of credit, we require the consent of the lender and compliance with certain financial covenants. We have historically financed our working capital and capital expenditures through our operating cash flows and through bank debt, as required. Cash from Operating Activities Cash generated by operating activities for the year ended March 31, 2015 increased by Rs. 10,365 million, while profit for the year increased by Rs. 8,654 million during the same period. The increase in cash generated by operating activities is primarily due to improved working capital management. Cash used in Investing Activities Cash used in investing activities for the year ended March 31, 2015 was Rs. 25,816 million. The cash invested (net of sales) in available for sale investments and inter-corporate deposits amounted to Rs. 15,400 million. Cash utilized for the payment for business acquisitions amounted to Rs. 11,574 million. We purchased property, plant and equipment amounted to Rs. 12,661 million. During the year, we invested Rs. 11,331 million in acquiring ATCO I-Tek Inc., a Canada-based entity. ATCO I-Tek provides IT services to ATCO Group, a Canada-based utilities and logistics company. Cash used in Financing Activities Cash used in financing activities for the year ended March 31, 2015 was Rs. 8,523 million as against Rs. 34,972 million for the year ended March 31, 2014. This increase is primarily due to an increase in net proceeds of loans and borrowings amounting to Rs. 31,649 million partly offset by increase in payment of dividend amounting to Rs. 6,217 million. Dividend: On April 21 2015, our Board proposed a final cash dividend of Rs. 7 (US$0.11) per equity share and ADR. The proposal is subject to the approval of shareholders at the next Annual General Meeting, and if approved, would result in a cash outflow of approximately Rs. 20,739 million, including corporate dividend tax thereon. This is in addition to the interim dividend of Rs 5 ($0.08) per equity share and ADR declared in January 2015. After maintaining a steady dividend payout ratio of 30%, 33% and 31% for the years 2013-14, 2012-13 and 2011-12, we have, considering the needs of liquidity and strategic requirements, enhanced the dividend payout ratio in 2014-15 to 41% We maintain a debt level that we have established through consideration of a number of factors including cash flow expectations, cash required for operations and investment plans. We continually monitor our funding requirements, and maintain sufficient flexibility to access global funding sources, as needed. Please refer to Note 13 of our ‘Consolidated Financial Statements under IFRS' for additional details on our borrowings. Cash generated from operations is our primary source of liquidity. We believe that our cash and cash equivalents along with cash generated from operations will be sufficient to meet our working capital requirements as well as repayment obligations with respect to debt and borrowings. As of March 31, 2015, we had contractual commitments of Rs. 1,262 million related to capital expenditures on construction or expansion of software development facilities, Rs. 11,942 million related to non-cancelable operating lease obligations and Rs. 20,007 million related to other purchase obligations. Plans to construct development facilities are based on business requirements. 36 Annual Report I 2014-2015 In relation to our acquisitions, a portion of the purchase consideration is payable upon achievement of specified earnings targets in the future. We expect that our cash and cash equivalents, investments in liquid and short-term mutual funds and the cash flows expected to be generated from our operations in the future will generally be sufficient to fund the earn-out payments and our expansion plans. In the normal course of business, we transfer accounts receivables, net investment in sale-type finance receivable (financial assets). The incremental impact of such transactions on our cash flow and liquidity for the years ended March 31, 2014 and 2015 is not material. Please refer Note 16 of our ‘Consolidated Financial Statements under IFRS' for additional details. Our liquidity and capital requirements are affected by many factors, some of which are based on the normal ongoing operations of our businesses and some of which arise from uncertainties related to global economies and the markets that we target for our services. We cannot be certain that additional financing, if needed, will be available on favorable terms, if at all. As of March 31, 2014 and 2015, our cash and cash equivalents were primarily held in Indian Rupees, U.S. Dollars, United Kingdom Pound Sterling, Euros, Australian Dollars and Canadian Dollars. Please refer to “Financial risk management” under Note 16 of our Notes to the Consolidated Financial Statements for more details on our treasury activities. Human Resources Employee Centricity: As of March 31, 2015, we had over 140,000 employees in the company. In any services enterprise, employees form the core of an organization. We recognize the vitality of this stakeholder. A significant portion of our management focus is invested in engaging with our employees. We endeavor to develop best in class global leadership. We strengthen our talent pool by providing employees with growth and career enhancement opportunities. While serving global customers, employing people across the globe is an equally important aspect of our vision of becoming a truly global company. We maintained gender diversity with over 30% of our employees being women. We have more than 30,000 employees outside India, out of which 40% are locals. Employees of 101 nationalities are on our rolls. With 61.5% of our employees under the age of 30 years and the average age being 30.3 years, we possess a very young workforce. Our employee engagement platform is inclusive and empowering. It connects employees with leaders and also within their peer groups. Forums such as company-level Wipro Meets, business unit-level All Hands Meets and regional meets provide interactive platforms for sharing information and feedback and also conferring rewards and recognitions. We conducted the biennial Employee Perception Survey Pulse in 2014-15. Overall participation for the company grew by 1% to 66%, and overall engagement grew by 2% to 62%. Gender Diversity Gender Male Female Age Split 2014-15 2013-14 2012-13 69.8% 69.3% 70.0% 30.2% 30.7% 30.0% Age Group 2014-15 2013-14 2012-13 18 - 20 20 – 30 30 – 40 40 – 50 > 50 0.5% 0.3% 0.4% 61.0% 61.7% 63.4% 29.9% 29.4% 28.5% 6.7% 1.9% 6.8% 1.8% 6.0% 1.7% Learning & Development Nurturing talent remains a key goal. Some highlights of our talent and learning initiatives are listed below- Ÿ ACME (All round Capability Model of Excellence) framework was launched, which has a roadmap for competency development of employees on 5 axes – Technical, Domain, Functional, Quality and Behavioral. 19,100 employees were trained in these competencies. Ÿ A new training program called UPSCALE, involving multiskilling employees around a cluster of high demand skills, was initiated in the year. We completed trainings for 19,000 employees in the year. Ÿ Future Ready program was launched to build awareness on the latest Digital Technologies. 5000+ employees were Annual Report I 2014-2015 37 trained. Ÿ Over 30,000 employees were certified on various technical skills through the Unified Competency Framework (UCF) during the year, taking the total number of UCF certified employees to 52,305. Ÿ Online Project Campus’ is a transformational e-learning initiative aimed at developing essential competencies of potential employees before joining Wipro. This cost- effective and scalable e-learning solution for new hires, has benefitted more than 10,000 new hires. Ÿ Growth Centers for Program Managers, Delivery Manager Academy and a new Career Framework for Architects are deployed towards capability building of middle managers. Ÿ Manager Engagement Framework introduced to build Manager capability. Ÿ The Distinguished Member of Technical Staff program was introduced in 2014 to identify, recognize and enable a pool of technical experts and specialists. The selection process for FY 14-15 concluded with the selection of 8 Distinguished Members and 53 Senior Members. Additionally, 6 specialists were identified for an enablement program towards Fellowship. Ability to access, attract and retain skilled IT professionals: We continue to innovate newer ways for accessing and attracting talent. We deploy pioneering and meaningful practices to enhance the engagement, capability and competitiveness of our global workforce. These practices are aligned to different phases of hiring, assimilation, learning, growth and retention. Wipro follows standardized processes for hiring, on-boarding and training across delivery locations. We partner with various universities to build teams in accordance with client requirements. Wipro has multiple avenues to find the right talent including Wipro Careers and Internal job posting, Employee referrals, Global Campuses, industry tie-ups, Channel partners, Job fairs and multimedia. Our near-shore development centers coupled with our hiring of MBAs and Graduate Engineers from major universities in US & Europe help us in attracting and retaining local talent. We continue our partnership with a leading university in India to provide a program for on-the-job training and a Master's degree in software engineering. Our leadership position, focus on training and compensation and fascination with leading-edge technologies enhances our ability to retain highly skilled personnel. Wipro offers a world of learning opportunities, including those aimed at up-skilling, cross-skilling or re-skilling to its employees through a slew of training programs in spheres of technical, domain, soft skills and leadership aspects. Through our tie-ups with premier i n s t i t u t i o n s a c r o s s t h e g l o b e , w e o f f e r h i g h e r education/certification programs. 'The Integrated Talent Management System' provides anytime, anywhere learning. We continually strive to provide our employees with competitive and innovative Compensation& Benefits packages comprising of a combination of salary, stock options, pension, and health & disability insurance. Measuring our compensation offers against industry standards, we seek to match or exceed them. We have devised incentive programs linked to 'business segment performance' as well as 'individual performance' in order to strike the fair linkage between performance and compensation for each employee. RISK MANAGEMENT Risk Management at Wipro is an enterprise wide function. It is backed by a qualified team of specialists with deep industry experience who develop frameworks and methodologies for assessing and mitigating risks. Enterprise Risk Management (ERM) works in close co-ordination with Business teams, Legal, Finance, Human Resources, Quality, office of the CIO, Delivery, Internal Audit and other Functional teams. Pursuant to the changes in the Companies Act 2013 (India) and Companies (Accounts) Rules 2014, a controls assurance program covering Internal Financial Controls (IFC) has also been implemented during the year and would continue as an enhancement to the existing frameworks based on the standards below. (a) Orange Book by UK Government Treasury (b) COSO; Enterprise Risk Management – Integrated Framework by Treadway Commission © AS/NS 4360:2004 by AUS/NZ Standards board (d) ISO/FDIS 31000:2009 by ISO ERM Framework: Overview, Roles & Responsibilities Emerging Risks: The risk landscape in the current business environment is changing dynamically with Cyber security, Information Security & Business Continuity, Data Privacy and large deal execution figuring prominently in the risk charts of most organizations. To effectively mitigate these risks, we have deployed a risk management framework which helps proactively identify, prioritize and mitigate risks. ERM Framework at Wipro Our framework is based on principles laid out in the four globally recognized standards 38 Annual Report I 2014-2015 Framework Management Governance Develop & deploy Policy/Framework Risk Ownership Oversight Tone @ The Top Standard ERM Framework People, Process, Technology Risk Management Audit Committee of the Board C o n t i n u o u s I m Corporate ERM Team p r o v e m e n t Business Units & Functions Identification Analysis Evaluate Treatment Monitoring Risk Categories Governance Strategic Operational Compliance Reporting Risk Management Model: ERM – Ambition & Strategic Intent: Enterprise Risk Management (ERM) will enable and support achieving business objectives through risk-intelligent assessment and mitigation mechanisms while providing reassurance to all stakeholders including Customers, Shareholders and Employees by way of Identifying, assessing and mitigating risks within key business and functional processes through a collaborative approach, leveraging technology and tools for continuous monitoring and reporting of risk’s and adequacy of controls. a) Risk Register is created for each of the key business process in the organization. b) Risks and controls are mapped to the business objective of each process c) Risks are collated from all known internal and external sources. d) Each risk is captured with a measurable Key risk indicator (“KRI”) indicating gross, current and target risk levels with mapped with the risk appetite and suitable mitigation plans. e) Periodic reports and dashboards are published to track risk levels. f) Risks and mitigations are tracked jointly with concerned business or functional owners to enhance accountability and focus. g) Periodic risk dashboards are placed for review with Senior Management and Audit committee Risk Analysis: During the year, two new dimensions were added to the Risk Management Model to identify and prioritize the critical risks: a) Stakeholder Mapping: Expectations of each stakeholder (Direct and Indirect) on key risk areas specifically with the lens of reputation risks was done and the Top Risk Map for 2015-16 was enhanced. accordingly outlay the annual plan. The key focus is to build deep specialization around the high priority areas within the ERM Function and provide for end to end mitigation solutions. Key areas of Risk Management areas for the year 2015-16: (Listed alphabetically, not in order of impact) 1. Cyber Security b) Risk Prioritization: Management inputs were obtained to accord priority to identify high priority areas and 2. Corporate Behavior and Governance 3. Data Privacy Annual Report I 2014-2015 39 Information Security & Business Continuity Intellectual Property 4. 5. 6. Regulatory Compliance 7. Service Delivery 8. Workplace Environment and Culture Major Risk Management and Risk Mitigation Initiatives 1. Business Continuity and Disaster Recovery: Focus areas for the year included enhancing the business continuity and disaster recovery planning by preparing account and location specific plans, testing them through drills and including them for review with the customer. 2. Cyber Security: Assessment of Cyber Security risks in present day world indicates threat of persistent attacks, malware and related risks. During the year, we had taken up a strong counter measure by augmenting our monitoring and analysis infrastructure along with new technology to identify and stop attacks and advanced threats. All identified projects have been implemented and moving forward focus to be on sustaining controls and continuous improvement of solutions rolled out. 3. Intellectual Property Protection: Focus on Intellectual Property risk management continued during the year. Additional controls have been incorporated to address the risks on account of opening of social media to the employees. The controls were further subjected to an independent stress testing for assessing implementation effectiveness. 4. Employee Health and Safety - Transportation and Physical Security: Employee safety continued as a core focus with enhanced measures for transportation process (24x7 operations). Employee survey, spot audits were rolled out to continuously test the robustness of the process. 5. Large Program – Deal to Delivery: A Risk Management framework has been deployed for large value deals to assess solution fitness, credit risks, financial risks, technology risks among other risk factors. Risks are assessed and mitigated up-front at the deal stage and tracked during delivery of the engagement. 6. Proactive anti-fraud Initiatives: Rule based anomaly detection systems were continued as pro-active measure to identify red flags and treat failure modes. Anomaly Rule books were designed in more than 50% of the processes identified as critical. During the year, pilot automation of the Anomaly rule systems was done using Big Data analytics tools. In year 2015-16 the focus will be on production roll out of the rule base and evaluations of exceptions on a near real time basis. 7. Stress testing: The process of stress testing of controls was sustained and extended to many identified key risk areas. Testing as a method of re assurance of controls, based on analytics has provided enhanced ability to assess rigor in process controls and enhance the process robustness. 8 Awareness and Training: Role based training programs to enhance risk literacy covering Intellectual Property practices, information security compliance, risk management in large bids, delivery risk management, Foreign Corrupt Practices Act and UK Bribery Act compliance were conducted. Outlook Historically, we have followed a practice of providing only revenue guidance for our largest business segment, namely, IT Services. The guidance is provided at the release of every quarterly earnings when detailed Revenue outlook for the succeeding quarter is shared. Over the years, the Company has performed in line with quarterly Revenue guidance. On April 21, 2015, along with our earnings release for quarter ended March 31, 2015, we provided our most recent quarterly guidance. Revenue from IT Services segment for the quarter ending June 30, 2015 is likely to be ranged between USD 1,765- 1,793 million*. * Guidance is based on the following exchange rates: GBP/USD at 1.49, Euro/USD at 1.07, AUD/USD at 0.77, USD/INR at 62.10 Internal Control Systems and their adequacy We have presence across multiple countries, and a large number of employees, suppliers and other partners collaborate to provide solutions to our customer needs. Robust internal controls and scalable processes are imperative to manage this global scale of operations. For the companies listed in the United States of America, the Public Company Accounting Reform and Investor Protection Act of 2002, more popularly known as the Sarbanes–Oxley Act requires : 1. Management to establish, maintain, assess and report on effectiveness of internal controls over financial reporting and; Independent auditors to opine on effectiveness of internal controls over financial reporting. 2. We adopted required COSO 2013 Framework (Committee of Sponsoring Organizations of the Treadway Commission) for evaluating internal controls. This Framework provides five integrated components of internal controls, namely, (1) Control Environment, (2) Risk Assessment, (3) Control Activity, (4) Information & Communication and (5) Monitoring. Information Technology controls which were documented, assessed and tested under the COBIT framework. The entire evaluation of internal controls was carried out by a central team reporting into the Chief Financial Officer. We have obtained an unqualified report from our independent auditors on the effectiveness of our internal controls. 40 Annual Report I 2014-2015 DIRECTORS’ REPORT 1. Dear Shareholders, 3. Management’s Discussion and Analysis Report On behalf of the Board of Directors, I am happy to present the 69th 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 31, 2015. 2. Financial Performance Key highlights of consolidated financial performance for Wipro and its group companies and standalone financial results for Wipro Limited for the financial year 2014-15 are tabulated below: (` in Millions) Standalone Consolidated 2014-15 437,088 105,570 23,639 - 81,931 2013-14 2014-15 403,684 494,007 96,082 112,241 25,101 22,208 - -531 86,609 73,874 2013-14 453,457 101,143 21,234 -438 79,471 12,353 7,404 12,276 7,347 17,283 12,332 17,179 12,248 5,924 3,353 5,924 3,353 8,193 7,387 8,193 7,387 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 EPS Basic Diluted The Management’s Discussion and Analysis Report on Company’s performance – industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented from pages 22 to 40 of this Annual Report. 4. State of Affairs of the Company The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report at page no. 22. 5. Outlook According to the National Association of Software and Service Companies (NASSCOM) Strategic Review Report 2015, Revenues for fiscal year 2015 for the IT-BPM industry based in India is estimated to be US$146 billion, which would represent growth of approximately 13% over fiscal year 2014. IT Export Revenues from India, including hardware, are expected to have grown at a year-on-year rate of 12% in fiscial year 2015, driven by greater demands for social, mobile, analytics and cloud based solutions. According to Gartner: forecast: Enterprise IT Spending by Vertical Industry Market, Worldwide, 2013-2019, Q1 2015 Update, worldwide IT Services spending in 2014 was $948 billion, a growth of 1.8% over the previous year. 33.38 33.28 30.09 30.01 35.28 35.18 32.37 32.29 6. Consolidated Results *profit for the standalone results is after considering a gain of ` 390 Million (2014 :loss of ` 2,607 million) 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 shareholders’ fund. Our Sales for the current year grew by 8.12% to ` 469,510 million and our Profit for the year was ` 86,609 million, recording an increase of 8.98% over the previous year. 7. Consolidated Financial Statements The Consolidated Financial Statements of the Company for the financial year ended March 31, 2015, prepared in accordance with Indian GAAP as well as IFRS forms part of this Annual Report. 41 01 Directors Report_2015.indd 41 6/21/2015 4:09:37 PM Wipro Limited         8. Transfer to Reserves 11. Number of meetings of the Board The appropriations to General Reserve for the Financial Year ended March 31, 2015 as per consolidated and standalone financial statements are: ` In Mn Standalone Consolidated 81,931 288,627 86,609 316,357 Net profit for the year Balance of Reserve at the beginning of the year Transfer to General Reserve 8,193 8,193 Balance of Reserve at the end of the year 9. Subsidiary Companies 341,279 365,983 In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC1 is provided at page no. 208 of the Annual Report. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company at www.wipro.com Further, audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www.wipro.com. 10. Investments in direct subsidiaries and minority stake During the year under review, your Company had invested an aggregate of ` 4,127 Million as equity in its direct subsidiaries and in minority shareholding as part of its acquisition strategy. Apart from this, your Company had funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements. In August 2014, the Company acquired ATCO I-Tek Inc., the provider of IT services to ATCO Group, a leading Canadian global utilities and logistics company, which allows the Company to further strengthen its positions in these industries. Your Company also makes strategic minority investments in companies that operate in high-end and niche technology areas including cloud, opensource, artificial intelligence, advanced analytics and internet of things. During the year ended March 31, 2015, certain additional investments were made in Opera Solutions LLC, a leading global big data science company headquartered in Jersey City, New Jersey. In March 2015, your Company entered into a strategic partnership and acquired a minority stake with Drivestream Inc., a leading Oracle cloud application systems integrator. 42 The Board met four times in financial year 2014 viz., on, April 16-17, 2014, July 24, 2014, October 22, 2014 and January 16, 2015. The maximum interval between any two meetings did not exceed 120 days. 12. Board independence Definition of ‘Independence’ of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges, NYSE Listed Company Manual and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:- a) Mr. N Vaghul b) Mr. M. K. Sharma c) Dr. Ashok S Ganguly d) Dr. Jagdish N Sheth e) Ms. Ireena Vittal f ) Mr. William Arthur Owens g) Mr. Vyomesh Joshi 13. Directors and Key Managerial Personnel: Mr. B C Prabhakar and Mr. Shyam Saran, did not desire for re-election at the last Annual General Meeting of the Company held on July 23, 2014 and ceased to be directors of the Company. Dr. Henning Kagermann resigned as Director of the Company with effect from June 30, 2014. During the year, Mr. Suresh C Senapaty, CFO and Executive Director retired from the services of the Company on attaining his superannuation effective close of business hours of March 31, 2015. Mr. V Ramachandran, resigned as Company Secretary of the Company with effect from close of business hours of April 22, 2015. Your Directors place on record their sincere appreciation of the valuable contribution made by the aforesaid Directors and Company Secretary to the Company. At the last Annual General Meeting of the Company held on July 23, 2014, Mr. N Vaghul, Dr. Ashok S Ganguly, Ms. Ireena Vittal, Mr. M K Sharma, Mr. Vyomesh Joshi, Mr. William Arthur Owens and Dr. Jagdish N Sheth were appointed as Independent Directors, for a specific tenure in accordance with Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Mr. Azim H Premji is the Chairman and Managing Director (designated as “Chairman) of the Company and Mr. T 01 Directors Report_2015.indd 42 6/21/2015 4:09:37 PM Annual Report 2014-15 K Kurien is the Chief Executive Officer and Executive Director. Mr. Jatin P Dalal has been appointed as the Chief Financial Officer of the Company with effect from April 1, 2015 and Mr. M Sanaulla Khan was appointed as the Company Secretary of the Company with effect from June 3, 2015. Pursuant to the recommendation of the Board Governance, Nomination and Compensation Committee, Mr. Azim H Premji was reappointed by the Board of Directors, subject to the approval of the shareholders, as the Executive Chairman and Managing Director of the Company (designated as “Executive Chairman”) on April 21, 2015 for a further period of two years with effect from July 31, 2015 to July 30, 2017. Pursuant to the recommendation of the Board Governance, Nomination and Compensation Committee, Mr. Rishad Azim Premji was appointed as Whole Time Director of the Company by the Board of Directors with effect from May 1, 2015 for a period of five years, subject to the approval of the shareholders. 14. Committees of the Board The Company’s Board has the following Committees: 1. 2. 3. 4. Audit/Risk and Compliance Committee Board Governance, Nomination and Compensation Committee Strategy Committee Administrative and Shareholders/Investors Grievance Committee (Stakeholders’ Relationship Committee) The details of the membership and attendance of the meetings of the above Committees of the board are provided in the Corporate Governance report on page no. 96 of the annual report. 15. Remuneration Policy The Board Governance, Nomination & Compensation Committee framed a policy for selection and appointment of Directors including determining qualifications independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. An extract of the policy covering these requirements is provided in the Corporate Governance report at page no. 94. 16. Directors’ responsibility Statement Your Directors hereby confirm that; (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The Directors have prepared the annual accounts on a going concern basis; and (e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively (f ) As required under Section 134(5)(f) of the Companies Act, 2013, and according to the information and explanations presented to us, based on the review done by the Audit/Risk and Compliance Committee and as recommended by it, we, the Board of Directors, hereby, state that adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws as per the Company’s Global Statutory Compliance Policy and that such systems and processes are operating effectively. 17. Statutory Auditors The Company’s auditors M/s BSR and Co. LLP, (Regd. No.101248W/W-100022) Chartered Accountants, Bangalore who retire at the ensuing Annual General Meeting, 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. 18. Auditors’ report There are no qualifications, reservations or adverse remarks made by M/s BSR & Co. LLP, Statutory Auditors in their report for the Financial Year ended March 31, 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. 19. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; Disclosure on particulars relating to Loans, guarantees or investments under Section 186 of the Companies Act 2013 is provided in page no. 163 to 168 as part of financial statements. 43 01 Directors Report_2015.indd 43 6/21/2015 4:09:37 PM Wipro Limited 20. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in the prescribed form The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 is provided at page no. 63 of the Annual Report. 21. Particulars of loans, advances, investments outstanding during the financial year Disclosure on particulars relating to loans, advances and investments outstanding during the financial year under Clause 32 of the Listing Agreement is provided on page no. 233 as part of financial statements. 22. Material changes and commitments affecting the financial position of the Company There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report. 23. Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company’s operations in future There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations. 24. Dividend Your Directors recommend a final Dividend of ` 7 /- per equity share of ` 2/- each to be appropriated from the profits of the Company for the year 2014-15, subject to the approval of the shareholders at the ensuing Annual General Meeting. Pursuant to the approval of Board of Directors on January 16, 2015, your Company had distributed an Interim Dividend of ` 5/- per share, of face value of ` 2/- each, to shareholders, who were on the Register of Members of the Company as on closing hours of January 23, 2015, being the record date fixed by the Board of Directors for this purpose. The total dividend for the year ended March 31, 2015 would accordingly be ` 12 /- per equity share of ` 2/- each. During the year 2014-15, unclaimed Dividend of ` 4,921,287/- 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. 25. Particulars regarding Conservation of Energy Your Company has taken several steps to conserve 44 energy through its “Sustainability” initiatives as disclosed separately as part of this Annual Report. The information of Conservation of Energy as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable to the business segments which your Company operates. However, as part of Business Responsibility Report on page no. 106 to this Annual Report, your Company had provided details of steps taken in the areas of Energy Conservation and other Sustainability Initiatives. 26. Particulars regarding Research and Development, Technology Absorption Your Company’s Research and Development (R&D) initiatives continue to focus on incubating and strengthening its portfolio of IT services across multiple new and emerging technology areas as well as in the intersection of these technologies. The R&D and technology innovation agenda focuses on investing in developing solutions and services around defined Advanced Technology Themes (Next Gen Automation, Smart Devices, AI and Cognitive Systems, Next Generation Architecture, Human Machine Interfaces and Software Defined Everything), co-innovating with customers, building Wipro patent portfolio, shaping innovation culture within the organization and Wipro’s startup and ecosystem connects. Your Company has invested significantly in next gen automation across IT and business process archetypes and have built IP assets in auto/self-healing process performance and governance automation, rule based task automation, intelligent robotics platforms, API automation and basic tax engineering and automation. More than 400 people are engaged in R&D in these areas. Some of the trademarks in these areas include Fixomatic, SeviceNXT, Cloud CLM, InsightiX, PRESM etc. Your Company have also filed certain patents in these areas. Your Company have also developed an open source Artificial Intelligence platform code named Wipro HOLMES. This is a generic cognitive computing platform that enables development of AI applications such as digital virtual agents, predictive systems, cognitive process automation, visual computing applications, knowledge virtualisation, robotics and drones. Your Company is building a Human Machine Interfaces (“HMI”) platform which would enable humans to converse with the system in natural language on the specific domains. The platform also helps in generating multi-modal reactions to human emotions. The Wipro ngGenie, myAdvisor provides next generation experiences by enabling Voice and Conversation based advice based on deep domain knowledge. Wipro Retail Sense helps enable virtual experiences with a compelling experience of touch & feel through next generation human computer interactions that combine virtual reality, holographic and haptic technologies to provide multi modal digital experience & feedback. Your Company has created solutions at the intersection of cutting edge technologies 01 Directors Report_2015.indd 44 6/21/2015 4:09:38 PM Annual Report 2014-15 using Computer Vision, Robotics & Machine Learning technologies that solve key business problems in Retail, Consumer Goods and Banking domains. Wipro Sight, a comprehensive in-store analytics solution for the Retail and Consumer Good industry combines the power of human sight with the speed of computer vision, and enables processing and analysis of surveillance data to empower retailers with a near real-time situational awareness, enabling them to respond speedily to waiting customers, long queues, unanticipated stock-outs and similar situations. The solution was showcased at National Retail Federation-January 2015 at New York and was recognized as one of the top 5 Innovations by the Retail Week magazine. The innovation incubation center, Technovation Center continues to play a key role in helping customers design and conceptualise “change the business” portfolio by leveraging future of technologies, industry processes and consumer behavior. The Technovation Center has evolved into a platform to ideate, experiment, develop and create disruptive solutions that shape future of business at the intersection of technologies. Your Company’s research and development expenses for the years ended March 31, 2014 and 2015 were ` 2,660 Mn and ` 2,513 Mn respectively for our continuing operations. 27. Risk Management Policy Disclosure indicating development and implementation of a Risk Management Policy is provided in the Management Discussion and Analysis Report forming part of this Report. 28. Corporate Social Responsibility As per the Companies Act, 2013, companies having net worth of ` 500 crore or more, or turnover of ` 1000 crore or more or net profit of ` 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the company’s three immediately preceding financial years. Accordingly, your Company spent ` 1,327 Mn towards CSR activities in fiscal 2015. The contents of the CSR policy and initiatives taken by the Company on Corporate Social Responsibility during the year 2014-15 is attached as Annexure F to this Report and contents of the CSR policy is available on our website at www.wipro.com The terms of reference of the Corporate Social Responsibility (CSR) broadly comprises and forms part of Board Governance, Nomination and Compensation Committee and these terms of reference are in accordance with Section 135 of the Companies Act, 2013. The Committee comprises of Dr. Ashok Ganguly, Mr. N Vaghul and Mr. William Arthur Owens. 29. Share Capital The paid up equity share capital of the Company as on March 31, 2015 was ` 4,938,086,076. During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares. 30. Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans Details of the shares issued under Employee Stock Option Plan (ESOP), and also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock purchase Scheme) Guidelines, 1999 are set out in the Annexure to this report. 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. 31. Foreign Exchange Earnings and Outgoings During the year, your Company has earned Foreign Exchange of ` 367,665 million and the outgoings in Foreign Exchange were ` 194,308 million. 32. 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 Acquisition of Shares and Takeover) Regulations, 2011 include the following: Name of the shareholder Sl. No. 1 2 3 4 5 6 7 8 9 Azim H Premji Yasmeen A Premji Rishad Azim Premji Tariq Azim Premji Mr. Azim Hasham Premji Partner Representing Hasham Traders Mr. Azim Hasham Premji Partner Representing Prazim Traders Mr. Azim Hasham Premji Partner Representing Zash Traders Regal Investments & Trading Company Pvt Ltd Vidya Investment & Trading Company Pvt Ltd No. of Shares as on March 31, 2015 93,405,100 10,62,666 6,86,666 2,65,000 370,956,000 45,290,6791 451,619,790 1,87,666 1,87,666 10 Napean Trading & Investment Company 1,87,666 Pvt Ltd 45 01 Directors Report_2015.indd 45 6/21/2015 4:09:38 PM Wipro Limited Name of the shareholder Sl. No. 11 Azim Premji Foundation (I) Pvt. Ltd 12 Azim Premji Trust (Held by Trustees of 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 Deposits Private Limited 18 Azim Premji Custodial and Management Private Limited 19 Hasham Premji Private Limited Total 33. Board Evaluation No. of Shares as on March 31, 2015 10,843,333 429,714,120 NIL NIL NIL Nil Nil Nil Nil 1,812,022,464 Pursuant to the provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board. This evaluation is led by the Chairman of the Board Governance, Nomination and Compensation Committee with specific focus on the performance and effective functioning of 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. 34. Internal Control System and their adequacy Your Company has an Internal Control System commensurate with the size of the Company and nature of its business and the complexities of its operations. Your Company has adopted required COSO Framework (Committee of Sponsoring Organizations of the Treadway Commission) for evaluating internal controls. This Framework provides five integrated components of internal controls, namely, Control Environment, Risk Assessment, Control Activity, Information and Communication and Monitoring. Information Technology controls were document, assessed and tested under the COBIT framework. The evaluation of internal controls was carried out Enterprise Risk Management function of your Company. 35. Vigil Mechanism The Company has adopted an Ombuds process which is a channel for receiving and redressing of employees’ complaints. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information 46 to the stakeholders, any conduct that results in violation of the Company’s Code of Business Conduct, 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. This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. No personnel of the Company were denied access to the Audit/Risk & Compliance Committee. 36. Information required under sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2014 Please refer page no. 108 of the Business Responsibility Report. 37. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. V Sreedharan, Partner, M/s V Sreedharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 31, 2015 is annexed as Annexure G to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report. 38. Corporate Governance As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by your Company, together with a certificate 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 no. 105. 39. Business Responsibility Reporting As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section on Business Responsibility Reporting forms an integral part of this Report. 01 Directors Report_2015.indd 46 6/21/2015 4:09:38 PM Annual Report 2014-15 40. Particulars of Employees The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure H1 to this Report. A statement containing names of employees employed throughout the financial year and in receipt of remuneration of ` 60 lacs or more, employees employed for part of the year and in receipt of ` 5 lac or more per month, pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure H2 to this Report. 41. Deposits The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. 42. Extract of Annual Return The extract of the Annual Return of your Company as on March 31, 2015 as provided under sub-section (3) of Section 92 in the Form MGT 9 is enclosed at page no. 48 as a part of the Directors’ Report. 43. Green Initiatives registered their email addresses, physical copies of the Annual Report 2014-15 and the Notice of the 69th Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to the Company. Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. 44. 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 Electronic copies ofthe Annual Report 2014-15 and Notice of the 69th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participant(s). For members who have not Bangalore, June 3, 2015 Azim H Premji Chairman 01 Directors Report_2015.indd 47 6/21/2015 4:09:38 PM 47 Wipro Limited Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31 March 2015 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) ii) CIN:-L32102KA1945PLC020800 Registration Date: December 29, 1945 iii) Name of the Company: Wipro Limited iv) Category / Sub-Category of the Company: Public Company / Limited by Shares v) Address of the Registered office and contact details: Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore-560035, Phone: 080 28440011, Fax: 080 28440051 vi) Whether listed company: Yes vii) Name, Address and Contact details of Registrar and Transfer Agent, if any: Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032.Phone: 040-23420818, Fax:040 23420814 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. No. 1 Name and Description of main products / services IT Software, Services and related activities NIC Code of the Product/ service % to total turnover of the company 62013 62020 100% III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - NAME OF THE SUBSIDIARY ADDRESS OF THE SUBSIDIARY CIN/GLN SL. NO 1 Wipro LLC 2 Wipro Japan KK 3 Wipro Holdings UK Limited 2 Tower Center Blvd, Suite 2200; East Brunswick, NJ 08816, USA Yokohama Landmark Tower 26F #2605, 2-2-1-1 Minato-Mirai, 2208126 Yokohama, Kanagawa, Japan Devonshire House, 60 Goswell Road, London, United Kingdom, EC1M 7AD F3, bldg9, Zhangjiang Hi-Tech Park, Shanghai, China 4 Wipro Shanghai Limited 5 Wipro Technologies Austria Gmbh Millennium Park 6, A-6890 Lustenau, Austria Millennium Park 6, A-6890 Lustenau, Austria 6 Claude Debussylaan 24, 1082 MD Amsterdam, The Netherlands 7 Wipro Information Technology New Logic Technologies SARL Netherlands BV 8 Wipro Portugal SA 9 Wipro Corp Tech Ghana Ltd 10 Wipro Chengdu Limited 11 SAS Wipro France 12 Wipro Retail UK Limited Infocrossing Inc 13 14 Wipro Technologies S.A DE C.V Avenida Da Boavista, 1223, 4100-130, Portugal 2nd Floor, Opeibea House, 37 Liberation Road, ACCRA, PO. BOX. CT 9347 Cantonments, ACCRA 3/F, A3, Building, Tianfu Software Park, Tianfu Avenue, Hi-Tech Zone, Chengdu, China - 610041 76 route de la Demi Lune, Immeuble Madeleine D.; 92057 Paris La Defense Cedex 6, France Devonshire House, 60 Goswell Road, London, EC1M 7AD, United Kingdom 2 Christie Heights Street, Leonia, NJ 07605, USA Ave. Pedro Ramírez Vázquez 200-1, 4º Piso Valle Oriente, Garza García, N.L., México 66269 48 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A % of Shares held 100 100 Applicable Section Section 2(87) Section 2(87) 100 Section 2(87) 100 100 100 100 100 100 Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) 100 Section 2(87) 100 Section 2(87) 100 Section 2(87) 100 100 Section 2(87) Section 2(87) 01 Directors Report_2015.indd 48 6/21/2015 4:09:38 PM Annual Report 2014-15 NAME OF THE SUBSIDIARY ADDRESS OF THE SUBSIDIARY CIN/GLN SL. NO 15 Wipro (Thailand)Co Limited 16 Wipro Australia Pty Limited Bangkok, Q House Lumpini, Level 27, 1 Souht Sathorn Road, Tungmaha mek, sathorn Bangkok 10120 1198 Toorak Road Camberwell Melbourne Victoria 3124, PO Box 1143 Hartwell Victoria 3124 Australia Servcorp, Level 22, Tomado Tower,West Bay, Doha 17 Wipro Doha LLC 18 Wipro Technologies Limited, Russia 1050056, RF, Moscow, Poslannikov Pereulok, 5 bld. 4, Russia 19 Wipro Technologies South Africa (Proprietary) Limited 20 Wipro Do Brasil Technologia Ltda The Forum, 10th Floor, Office 16, 2 Maude Street, Sandton 2198 Johannesburg, South Africa João Marchesini street, No. 139 - 5th and 6th floor Post Code: 80215-432 Curitiba/Parana - Brazil 21 Wipro Technologies Nigeria Limited 7th Floor, Mulliner Towers, 39 Alfred Rewane Road, (Kingsway Road), 22 Wipro Technologies Norway AS 23 Wipro Technology Chile SPA 24 Wipro Technologies Spain S.L 25 Wipro IT Services Poland Sp. Zoo 26 Wipro Promax Analytics Solutions (Europe) Limited Ikoyi Lagos Martin Linges Vei 25, No.1364, Snaroya, Norway Andrés Bello 2711, 8th floor, Las Condes, Torre Costanera,CP 7550611, Santiago, CHILE ,TEL-(562)757 7636 Puerta de las Naciones,Ribera del Loira 46,Campo de las Naciones, Madrid 16th Flr, (Millennium Plaza), Al. Jerozolimskie 123a, Warsaw 02-017 Devonshire House, 60 Goswell Road, London, United Kingdom, EC1M 7AD 27 Wipro Promax Holding Pty Limited Level 4, 80 George Street, Parramatta, NSW, Australia Unit 1, 7 sky close, Taylors Beach, NSW 2316, Australia 28 Wipro Promax Analytics Solutions Pty Limited 29 Wipro Promax IP Pty Limited 30 Wipro Promax Analytics Solutions Americas LLC 31 Wipro Gallagher Solutions Inc 32 Wipro Technologies SA 33 PT WT Indonesia Limited Level 4 ,80 Dorcas Street ,Melbourne,Victoria, Australia 1198 Toorak Road Camberwell Melbourne Victoria 3124, PO Box 1143 Hartwell Victoria 3124 Australia 810 Crescent Centre Drive, Suite 400, Franklin, TN 37067 Carlos Pellegrini, 581 (Piso 7) 1009 Capital Federal, Buenos Aires – Argentina Regus Jakarta Menara Standard Chartered 30/F Menara Standard Chartered Jl. 164 Jakarta. 12930. Indonesia Sarjapur Road, Doddakanelli, Bangalore, India 34 Wipro Travel Services Limited 35 Wipro Holdings ( Mauritius) Limited IFS Court, Twenty Eight, Cybercity, Ebene, Mauritius 36 Wipro Cyprus Private Limited Diomidous 10, Alphamega-Akropolis Building, 3rd Floor, Office 401, 2024 Nicosia, Cyprus H-1143 Budapest, Stefánia út 101-103 37 Wipro Holdings Hungary Korlatolt Felelossegu Tarsasag 38 Wipro Information Technology Millennium Park 6, A-6890 Lustenau, Austria Austria Gmbh 3D Networks (UK) Limited 39 Wipro Trademarks Holding Limited Sarjapur Road, Doddakanelli, Bangalore, India 40 41 Wipro Networks Pte Limited 42 Wipro Technologies SDN BHD Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom 31, Cantonment Road, Singapore 089747 Suite 702, 7th floor, Wisma Hangsam, Jalan Hang lekir, 50000 Kualalumpur, Malasia B-124, Smart Village, Cairo-Alex Desert Road, Giza, Egypt 43 Wipro Information Technology Egypt SAE 44 Wipro Bahrain Limited WLL 45 Wipro Airport IT Services Limited 46 Wipro Arabia Limited 47 Wipro BPO Phillipines Limited 48 Wipro Poland Sp Zoo 49 Wipro Technologies SRL 50 Wipro Outsourcing Services(Ireland) Limited 51 Wipro Europe Limited 52 Wipro UK Limited 53 Wipro Europe SARL 54 Wipro Gulf LLC 55 Wipro Insurance Solutions LLC 56 Wipro Technologies W.T. Sociedad Anonima Seef Business Centre Building #2795 5th Floor # 510 Road 2835 , Kingdom of Bahrain Tel +973 17171656 FAX : +973 17 171 686 Sarjapur Road, Doddakanelli, Bangalore, India Suite No. 209, Jarrir, Book Store Building, Alkhobar, PO Box 31349, 31952, Saudi Arabia. Cebu IT Tower 1 corner Archbishop Reyes Avenue and Mindanao Street, Cebu Business Park, 6000 Cebu City,Cebu, Philippines Arkonska Business Park, ul. Arkońska 6/A2, 2 Floor, 80-387 Gdansk, Poland TRUST CENTER Splaiul Independentei, nr 319C, sector 6, Bucharest, Romania. Dromore House #rd Floor,Eastpark Business Centre, Shannon , Co. Clare, Ireland Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom 9/11 Allee de L’arche, 92671 Courbevoie Cedex, France 322 Office # 28, KOM 4 Ground Floor, Knowledge Oasis Muscat, Sultanate of Oman 1209, Orange St, Wilmington, New Castle Country-19801 Escalante, Calle 31, Avenida 13, #2575, 7813-1000 San José, Costa Rica N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A  U91200KA1996PLC020622 N/A N/A % of Shares held 100 Applicable Section Section 2(87) 100 Section 2(87) 100 100 100 Section 2(87) Section 2(87) Section 2(87) 100 Section 2(87) 100 Section 2(87) 100 100 Section 2(87) Section 2(87) 100 Section 2(87) 100 100 100 100 100 100 100 100 100 100 100 100 Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) N/A N/A 100 Section 2(87) 100 Section 2(87) U93090KA1982PLC021795 N/A N/A N/A 100 100 100 100 Section 2(87) Section 2(87) Section 2(87) Section 2(87) N/A N/A 100 Section 2(87) 100 Section 2(87)  U72200KA2009PLC051272 N/A 74 Section 2(87) 66.67 Section 2(87) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 100 Section 2(87) 100 100 Section 2(87) Section 2(87) 100 Section 2(87) 100 100 100 100 100 100 Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) 49 01 Directors Report_2015.indd 49 6/21/2015 4:09:38 PM Wipro LimitedNAME OF THE SUBSIDIARY ADDRESS OF THE SUBSIDIARY CIN/GLN SL. NO 57 Wipro Info Tech Ukraine LLC 58 Wipro Technologies Canada Limited 59 Wipro Information Technology Kazakhstan LLP Regus - 42 - 44 Shovkovychna Street, Kiev 01601 Milner Building - Floor 1to 9 (including basement storage),9th Floor, 10040 - 104 Street, Edmonton, Canada 7, Azattyk Ave., Atyrau city, Kazakhstan 60 Opus Capital Markets Consultants LLC 100 Tri State International, Ste, 300A Lincolnshire, IL 60069, USA 100 Tri State International, Ste, 300A Lincolnshire, IL 60069, USA 61 Opus Technology Services LLC Av.Blandin, Torre B.O.D. La Castellana.Caracas, Venezuela. 62 Wipro Technologies VZ, C.A. Av. Maria Coelho Aguiar, 215 – Bloco B – 6º. Andar – Jd. São LuisSão 63 Wipro do Brazil Sistemas DE Paulo – SP Zip code.: 05804-900 Atco Center,909 11th Ave SW,Calgary, AB T2R 1L7, Canada Dusseldorferstr 71B, 40667 Meerbusch, Germany 64 Wipro Solutions Canada Ltd 65 Wipro Technologies Gmbh Informatica Ltda N/A N/A N/A N/A N/A N/A N/A N/A N/A % of Shares held 100 100 Applicable Section Section 2(87) Section 2(87) 100 Section 2(87) 100 100 100 100 100 100 Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) Section 2(87) IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year (April 01, 2014) Demat Physical Total % of Total Shares No. of Shares held at the end of the year (March 31, 2015) Demat Physical Total % Change during the year % of Total Shares (A) PROMOTER AND PROMOTER GROUP INDIAN Individual /HUF (1) (a) (b) Central Government/State (c) Government(s) Bodies Corporate (Promoter in his capacity as Director of Private Limited/Section 28 Companies)* Financial Institutions / Banks (d) (e) Any Other -- Partnership firms (Promoter in his capacity as partner of Partnership firms) (f) Others** (2) (a) Sub-Total A(1) : FOREIGN Individuals (NRIs/Foreign Individuals) Bodies Corporate Institutions (b) (c) (d) Qualified Foreign Investor (e) Others Sub-Total A(2) : Total A=A(1)+A(2) (B) PUBLIC SHAREHOLDING (1) INSTITUTIONS (a) Mutual Funds /UTI (b) (c) Financial Institutions /Banks Central Government / State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors (d) (e) (f) (g) (h) Qualified Foreign Investor (i) Others Sub-Total B(1) : (2) NON-INSTITUTIONS Bodies Corporate (a) Individuals (b) 50 95,419,432 - 11,406,331 - 1,275,482,581 429,714,120 1,812,022,464 - - - - - 0.00 1,812,022,464 40,271,914 6,259,362 - - 39,569,559 249,751,355 - - - 335,852,190 - - - - - - - - 95,419,432 - 3.87 - 95,419,432 - 11,406,331 0.46 11,406,331 - 1,275,482,581 - 51.72 - 1,275,482,581 429,714,120 1,812,022,464 17.42 429,714,120 73.47 1,812,022,464 - - - - - - - - - - - 95,419,432 - 3.86 - 0.00 - 11,406,331 0.46 0.00 - 1,275,482,581 - 51.66 - -0.06 429,714,120 1,812,022,464 17.40 73.39 -0.02 -0.08 - - - - - - - 0.00 - - - - - 0.00 1,812,022,464 - - - - 0.00 - - - - 0.00 73.47 1,812,022,464 - - - - 0.00 - - - - - 0.00 1,812,022,464 - - - - - - - - - - 40,271,914 6,259,362 - - 39,569,559 249,751,355 - - - 335,852,190 1.63 0.25 - - 1.60 10.13 - - - 13.62 59,601,094 6,985,967 - - 41,128,824 264,482,812 - - - 372,198,697 - - - - - - - - - - 59,601,094 6,985,967 - - 41,128,824 264,482,812 - - - 372,198,697 - - - - 0.00 73.39 2.41 0.28 - - 1.67 10.71 - - - - 0.00 -0.08 0.78 0.03 - - 0.06 0.59 15.07 1.46 97,174,056 47,835 97,221,891 3.94 66,440,066 47,835 66,487,901 2.69 -1.25 01 Directors Report_2015.indd 50 6/21/2015 4:09:39 PM Annual Report 2014-15                                                                        Category of Shareholders No. of Shares held at the beginning of the year (April 01, 2014) Demat Physical Total % of Total Shares 48,584,086 1,259,578 49,843,664 49,882,740 27,900,751 77,783,491 107 - 107 7,113,780 - 18,621,178 - 25,734,958 - 14,829,824 1,810,388 1,812,148 248,185 - - - - 14,829,824 1,810,388 1,812,148 248,185 2.02 3.15 0.00 1.04 - 0.60 0.07 0.07 0.01 (i) Individuals holding nominal share capital upto `1 lakh (ii) Individuals holding nominal share capital in excess of `1 lakh (c) Qualified Foreign Investor (d) Others NON RESIDENT INDIANS OVERSEAS CORPORATE BODIES TRUSTS (a) Wipro Equity Reward Trust*** (b) Wipro Inc Benefit Trust (c) Other Trust Non Executive Directors and Executive Directors & Relatives *** CLEARING MEMBERS FOREIGN NATIONAL Sub-Total B(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) : (C) (1) (2) No. of Shares held at the end of the year (March 31, 2015) Demat Physical Total % Change during the year % of Total Shares 48,136,266 1,168,896 49,305,162 2.00 -0.02 50,873,322 23,914,929 74,788,251 3.03 -0.12 - - - 0.00 0.00 8,370,775 11,772 18,621,112 - 26,991,887 11,772 14,829,824 - 2,694,594 344,095 - - - - 14,829,824 - 2,694,594 344,095 1.09 0.00 0.60 - 0.11 0.01 0.04 0.00 9.58 24.65 98.04 0.05 0.00 0.00 0.07 0.04 0.00 -0.01 0.00 -1.40 0.06 -0.02 1,351,891 26,141 222,833,346 558,685,536 2,370,708,000 - - 47,829,342 47,829,342 47,829,342 1,351,891 26,141 270,662,688 606,514,878 2,418,537,342 955,174 0.05 26,094 0.00 192,681,982 10.97 24.59 564,880,679 98.06 2,376,903,143 - - 43,752,772 43,752,772 43,752,772 955,174 26,094 236,434,754 608,633,451 2,420,655,915 - 47,779,931 2,418,487,931 - - 47,829,342 - 47,779,931 2,466,317,273 1.94 48,387,123 100.00 2,425,290,266 - 43,752,772 48,387,123 2,469,043,038 1.96 100.00 0.02 Note: As on March 31, 2015 * 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 of 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 1,867 share held by one Non-Executive Director and 342,228 shares held by Two Executive Directors. (ii) Shareholding of Promoters Sl No. Shareholder’s Name Shareholding at the beginning of the year (April 01, 2014) No. of Shares % of total Shares of the company Azim Hasham Premji Yasmeen Premji Rishad Premji Tariq Premji 1 2 3 4 5 Napean Trading & Investment 6 7 8 Company Pvt Ltd Vidya Investment & Trading Company Pvt Ltd Regal Investment and Trading Company Pvt Ltd Azim Premji Foundation (l) 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 Hasam Premji 452,906,791 18.36 Partner representing Prazim Traders 10 Mr. Azim Hasam Premji Partner representing Zash Traders 11 Mr. Azim Hasam Premji Partner representing Hasham Traders 12 Azim Premji Trust Total 451,619,790 370,956,000 429,714,120 1,812,022,464 18.31 15.04 17.42 73.47 % of Shares Pledged / encumbered to total shares 0 0 0 0 0 0 0 0 0 0 0 0 0 Share holding at the end of the year (March 31, 2015) % of total Shares of the company No. of Shares % of Shares Pledged / encumbe red to total shares 0 0 0 0 0 93,405,100 1,062,666 686,666 265,000 187,666 187,666 187,666 10,843,333 3.78 0.04 0.03 0.01 0.01 0.01 0.01 0.44 452,906,791 18.34 451,619,790 370,956,000 429,714,120 1,812,022,464 18.30 15.02 17.40 73.39 0 0 0 0 0 0 0 0 % change in shareholding during the year 0 0 0 0 0 0 0 0 0 0 0 0 0 51 01 Directors Report_2015.indd 51 6/21/2015 4:09:39 PM Wipro Limited                                                                      (iii) Change in Promoters’ Shareholding Sl. No. 1. At the beginning of the year (April 01, 2014) 2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year (March 31, 2015) 3. Shareholding at the beginning of the year (April 01, 2014) Cumulative Shareholding during the year (2014-15) No. of shares 1,812,022,464 % of total shares of the company 73.47 No. of shares 1,812,022,464 % of total shares of the company 73.39 - - - - 1,812,022,464 73.47 1,812,022,464 73.39 Note: While there is no change in the shareholding of the Promoter & Promoter Group, there is a change in the percentage of the total outstanding shares of the Company due to periodic allotment of shares during the year 2014-15 pursuant to exercise of Stock Options by the employees (iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): For Each of the Top 10 Shareholders Sl. No. Shareholding at the beginning of the year (April 01, 2014) Cumulative Shareholding during the year (2014-15) No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year (April 01, 2014) 2. Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): 3. At the end of the year ( or on the date of separation, if separated during the year) Refer Annexure A (v) Shareholding of Directors and Key Managerial Personnel: For Each of the Directors and KMP Sl. No. Shareholding at the beginning of the year (April 01, 2014) Cumulative Shareholding during the year (2014-15) No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year (April 01, 2014) 2. Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year (March 31, 2015) 3. Refer Annexure B 52 01 Directors Report_2015.indd 52 6/21/2015 4:09:39 PM Annual Report 2014-15 V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Indebtedness of the Company including interest outstanding/accrued but not due for payment Indebtedness at the beginning of the financial year, April 01, 2014 i) ii) Principal Amount Interest due but not paid Interest accrued but not due iii) Total (i+ii+iii) Change in Indebtedness during the financial year • Addition Reduction • ERF (Gain)/Loss for foreign currency loans Net Change Indebtedness at the end of the financial year March 31, 2015 i) ii) Principal Amount Interest due but not paid Interest accrued but not due iii) Total (i+ii+iii) Secured Loans excluding deposits Unsecured Loans Deposits (` in Million) Total Indebtedness 1,631 - - 1, 631 770 672 - 98 1,729 - - 1,729 44,199 - 147 44,346 89,442 78,434 4,069 15,077 59,296 - 127 59,423 - - - - - - - - - - - - 45,830 - 147 45,977 90,212 79,106 4,069 15,175 61,025 - 127 61,152 Note: Obligation under finance lease is secured by underlying fixed assets. These obligations are repayable in monthly installments up to year ending March 31, 2020. The interest rate for these obligations ranges from 0.21% to 13.84%. VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager for 2014-15: (`) Sl. no. Particulars of Remuneration Name of MD/WTD/ Manager Azim H Premji T K Kurien S C Senapaty* 1. Gross salary (a) (b) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 2. Stock Options granted during the year Sweat Equity 3. 4. Commission 3,000,000 15,374,980 7,559,820 - - - - - - 150,000 - - - - - - - - as % of net profits 31,983,444 - others 5. Others- Variable Pay 6. Allowances & Other Annual Compensation 7. Retirals Total (A) Ceiling as per the Act - 7,008,543 5,842,434 47,834,421 12,663,794 20,802,277 3,152,402 33,744,646 ` 10,616 Mn (being 10 % of Net Profits of the Company as calculated as under Section 198 of the Companies Act 2013). 19,766,500 51,386,922 4,535,619 91,064,021 * Mr. Suresh C Senapaty retired from the Board and services of the Company with effect from close of business hours of March 31, 2015. 53 01 Directors Report_2015.indd 53 6/21/2015 4:09:39 PM Wipro Limited B. Remuneration to other directors 2014-15: Particulars of Remuneration Sl. no. 3. Independent Directors • • • Fee for attending board committee meetings Commission Others, please specify Total (1) 4. Other Non-Executive Directors • • • Fee for attending board committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration (A + B) Overall Ceiling as per the Act Name of Directors Refer Annexure C ` 1,062 Mn (being 1% of Net Profits of the Company as calculated as under Section 198 of the Companies Act 2013). ` 57,161,815 ` 11,678 Mn (being 11% of Net Profits of the Company as calculated as under Section 198 of the Companies Act 2013). C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD 2014-15 Sl. no. Particulars of Remuneration 1. 2. 3. 4. 5. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Gross salary (a) (b) (c) Stock Option (Amotized value of stock options) Sweat Equity Commission - - Retirals Total as % of profit others (`) Key Managerial Personnel V Ramachandran* (Company Secretary) 5,914,614 42,758 - 2,358,399 - - - 511,945 8,827,716 Mr. V Ramachandran resigned as Company Secretary of the Company with effect from close of business hours of April 22, 2015. * VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: Appeal made, if any (give Details) Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [NCLT/ COURT] A. COMPANY Penalty Punishment Compounding Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding 54 NIL NIL 01 Directors Report_2015.indd 54 6/21/2015 4:09:39 PM Annual Report 2014-15 Annexure - A Sl. no. Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total outstanding shares of the company 1. 01/04/2014 Opening Balance LIFE INSURANCE CORPORATION OF INDIA 39,157,283 04/04/2014 11/04/2014 Sale Sale 06/06/2014 Purchase 13/06/2014 Purchase 19/12/2014 Purchase 31/12/2014 Purchase 02/01/2015 Purchase 09/01/2015 Purchase 16/01/2015 Purchase 27/02/2015 06/03/2015 13/03/2015 27/03/2015 Sale Sale Sale Sale 1,698,066 298,317 1,858,371 275,068 769,545 1,944,185 55,395 974,606 439,825 476,177 1,631,368 808,556 20,611 31/03/2015 Closing Balance 2. 01/04/2014 Opening Balance L AND T INFRASTRUCTURE FINANCE COMPANY LIMITED 20,102,000 01/08/2014 08/08/2014 15/08/2014 22/08/2014 29/08/2014 05/09/2014 12/09/2014 31/10/2014 07/11/2014 14/11/2014 21/11/2014 28/11/2014 05/12/2014 12/12/2014 23/01/2015 30/01/2015 06/02/2015 13/02/2015 20/02/2015 27/02/2015 06/03/2015 13/03/2015 Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale 1,623,000 953,000 227,000 700,000 1,314,000 450,000 200,000 1,647,000 462,000 1,067,000 1,490,000 1,306,000 425,000 21,000 2,500,000 1,150,000 1,130,000 850,000 400,000 1,415,000 605,000 167,000 31/03/2015 Closing Balance 3. 01/04/2014 Opening Balance ABDULREHMAN HAJI EBRAHIM COCHINWALA (Shares in 17,221,818 custody of Custodian of Enemy Property) 31/03/2015 Closing Balance 4. 01/04/2014 Opening Balance ALCO COMPANY PRIVATE LIMITED 16,787,000 31/03/2015 Closing Balance 5. 01/04/2014 Opening Balance WIPRO EQUITY REWARD TRUST 14,829,824 31/03/2015 Closing Balance 6. 01/04/2014 Opening Balance ATEM ENTERPRISES LLP 11,950,000 31/03/2015 Closing Balance 1.59 0.07 0.01 0.08 0.01 0.03 0.08 0.00 0.04 0.02 0.02 0.07 0.03 0.00 0.00 0.82 0.07 0.04 0.01 0.03 0.05 0.02 0.01 0.07 0.02 0.04 0.06 0.05 0.02 0.00 0.10 0.05 0.05 0.03 0.02 0.06 0.02 0.01 0.00 0.70 0.00 0.68 0.00 0.60 0.00 0.48 0.00 No. of Shares 39,157,283 37,459,217 37,160,900 39,019,271 39,294,339 40,063,884 42,008,069 42,063,464 43,038,070 43,477,895 43,001,718 41,370,350 40,561,794 40,541,183 40,541,183 20,102,000 18,479,000 17,526,000 17,299,000 16,599,000 15,285,000 14,835,000 14,635,000 12,988,000 12,526,000 11,459,000 9,969,000 8,663,000 8,238,000 8,217,000 5,717,000 4,567,000 3,437,000 2,587,000 2,187,000 772,000 167,000 0 0 17,221,818 17,221,818 16,787,000 16,787,000 14,829,824 14,829,824 11,950,000 11,950,000 % of total outstanding shares of the company 1.59 1.52 1.51 1.58 1.59 1.62 1.70 1.70 1.74 1.76 1.74 1.68 1.64 1.64 1.64 0.82 0.75 0.71 0.70 0.67 0.62 0.60 0.59 0.53 0.51 0.46 0.40 0.35 0.33 0.33 0.23 0.18 0.14 0.10 0.09 0.03 0.01 0.00 0.00 0.70 0.70 0.68 0.68 0.60 0.60 0.48 0.48 55 01 Directors Report_2015.indd 55 6/21/2015 4:09:40 PM Wipro LimitedSl. no. Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total outstanding shares of the company 7. 01/04/2014 Opening Balance HSBC GLOBAL INVESTMENT FUNDS A/C HSBC GIF MAURITIU 10,360,293 18/04/2014 Sale 23/05/2014 Purchase 30/06/2014 11/07/2014 18/07/2014 30/09/2014 Sale Sale Sale Sale 07/11/2014 Purchase 14/11/2014 Purchase 30/01/2015 06/02/2015 20/02/2015 Sale Sale Sale 100,000 227,191 322,204 25,848 152,776 144,303 240,440 1,045,529 121,418 455,348 100,000 31/03/2015 Closing Balance 8. 01/04/2014 Opening Balance WGI EMERGING MARKETS FUND LLC 9,610,705 10/10/2014 Purchase 07/11/2014 Purchase 05/12/2014 Purchase 09/01/2015 Purchase 06/02/2015 Purchase 31/03/2015 Closing Balance 211,672 78,038 323,310 265,503 302,674 9. 01/04/2014 Opening Balance ABU DHABI INVESTMENT AUTHORITY - GULAB 9,079,175 06/06/2014 Purchase 30/06/2014 Purchase 04/07/2014 Purchase 11/07/2014 Purchase 18/07/2014 Purchase 05/09/2014 Purchase 19/09/2014 Purchase 28/11/2014 Purchase 12/12/2014 Purchase 06/03/2015 Sale 31/03/2015 Closing Balance 168,630 7,792 26,125 134,006 43,081 65,264 21,747 147,161 60,401 184,337 10. 01/04/2014 Opening Balance ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD 7,383,394 04/04/2014 Purchase 11/04/2014 18/04/2014 25/04/2014 Sale Sale Sale 02/05/2014 Purchase 09/05/2014 Purchase 16/05/2014 Purchase 23/05/2014 Purchase 30/05/2014 Purchase 06/06/2014 Purchase 13/06/2014 Purchase 20/06/2014 Sale 30/06/2014 Purchase 04/07/2014 Purchase 11/07/2014 Purchase 18/07/2014 Purchase 25/07/2014 Purchase 56 39,366 1,909 6,231 291,281 229,408 593,424 153,283 331,561 538,251 254,258 1,218,992 24,025 657,557 98,061 103,647 325,471 107,530 0.42 0.00 0.01 0.01 0.00 0.01 0.01 0.01 0.04 0.00 0.02 0.00 0.00 0.39 0.01 0.00 0.01 0.01 0.01 0.00 0.37 0.01 0.00 0.00 0.01 0.00 0.00 0.00 0.01 0.00 0.01 0.00 0.30 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 No. of Shares 10,360,293 10,260,293 10,487,484 10,165,280 10,139,432 9,986,656 9,842,353 10,082,793 11,128,322 11,006,904 10,551,556 10,451,556 10,451,556 9,610,705 9,822,377 9,900,415 10,223,725 10,489,228 10,791,902 10,791,902 9,079,175 9,247,805 9,255,597 9,281,722 9,415,728 9,458,809 9,524,073 9,545,820 9,692,981 9,753,382 9,569,045 9,569,045 7,383,394 7,422,760 7,420,851 7,414,620 7,123,339 7,352,747 7,946,171 8,099,454 8,431,015 8,969,266 9,223,524 10,442,516 10,418,491 11,076,048 11,174,109 11,277,756 11,603,227 11,710,757 % of total outstanding shares of the company 0.42 0.42 0.43 0.41 0.41 0.40 0.40 0.41 0.45 0.45 0.43 0.42 0.42 0.39 0.40 0.40 0.41 0.42 0.44 0.44 0.37 0.37 0.38 0.38 0.38 0.38 0.39 0.39 0.39 0.40 0.39 0.39 0.30 0.30 0.30 0.30 0.29 0.30 0.32 0.33 0.34 0.36 0.37 0.42 0.42 0.45 0.45 0.46 0.47 0.47 01 Directors Report_2015.indd 56 6/21/2015 4:09:40 PM Annual Report 2014-15Sl. no. Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year 01/08/2014 Sale 08/08/2014 Purchase 15/08/2014 Purchase 22/08/2014 Sale 29/08/2014 Purchase 05/09/2014 Purchase 12/09/2014 19/09/2014 30/09/2014 03/10/2014 10/10/2014 17/10/2014 24/10/2014 31/10/2014 07/11/2014 Sale Sale Sale Sale Sale Sale Sale Sale Sale 14/11/2014 Purchase 21/11/2014 28/11/2014 05/12/2014 12/12/2014 19/12/2014 Sale Sale Sale Sale Sale 31/12/2014 Purchase 02/01/2015 Purchase 09/01/2015 Purchase 16/01/2015 Purchase 23/01/2015 30/01/2015 Sale Sale 06/02/2015 Purchase 13/02/2015 20/02/2015 27/02/2015 Sale Sale Sale 06/03/2015 Purchase 13/03/2015 20/03/2015 Sale Sale 27/03/2015 Purchase 31/03/2015 Purchase 31/03/2015 Closing Balance Opening Balance denotes: As on April 1, 2014 Closing Balance denotes: As on March 31, 2015 No. of Shares 246,057 21,134 12,771 71,043 2,338 37,529 28,596 78,072 619,100 1,060,598 498,288 2,807 15,295 73,823 12,483 30,012 32,581 237,657 301,514 27,541 19,353 37,709 11,152 12,600 51,792 316,628 515,318 13,999 5,063 6,900 12,574 57,953 95,129 86,578 149,633 19,939 % of total outstanding shares of the company 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 - No. of Shares 11,464,700 11,485,834 11,498,605 11,427,562 11,429,900 11,467,429 11,438,833 11,360,761 10,741,661 9,681,063 9,182,775 9,179,968 9,164,673 9,090,850 9,078,367 9,108,379 9,075,798 8,838,141 8,536,627 8,509,086 8,489,733 8,527,442 8,538,594 8,551,194 8,602,986 8,286,358 7,771,040 7,785,039 7,779,976 7,773,076 7,760,502 7,818,455 7,723,326 7,636,748 7,786,381 7,806,320 7,806,320 % of total outstanding shares of the company 0.46 0.47 0.47 0.46 0.46 0.46 0.46 0.46 0.44 0.39 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.36 0.35 0.34 0.34 0.35 0.35 0.35 0.35 0.34 0.31 0.32 0.32 0.31 0.31 0.32 0.31 0.31 0.32 0.32 0.32 57 01 Directors Report_2015.indd 57 6/21/2015 4:09:40 PM Wipro LimitedAnnexure - B Name of the Directors and Key Managerial Personnel Date of the transaction Shareholding at the beginning of the year No. of Shares % of total shares of the Company Cumulative shareholding of the year (2014-15) No. of Shares % of total shares of the Company Azim H Premji* Chairman and Managing Director Ashok Ganguly Independent Director N V Vaghul Independent Director Jagadish Sheth Independent Director William Arthu Owens Independent Director Suresh C Senapaty** CFO & Executive Director T K Kurien CEO & Executive Director M K Sharma Independent Director Ireena Vittal Independent Director V Ramachandran*** Company Secretary Opening Balance - 31/03/ 2014 Purchase/ Sales Closing Balance 31/03/2015 Opening Balance - 31/03/ 2014 Purchase/ Sales Closing Balance 31/03/2015 Opening Balance - 31/03/ 2014 Purchase/ Sales Closing Balance Opening Balance - 31/03/ 2014 Purchase/ Sales Closing Balance 31/03/2015 Opening Balance - 31/03/ 2014 Purchase/ Sales Closing Balance 31/03/2015 Opening Balance - 31/03/ 2014 Purchase# - 5/5/2014 Purchase# - 24/11/2014 Closing Balance 31/03/2015 Opening Balance - 31/03/ 2014 Purchase# - 26/5/2014 Closing Balance 31/03/2015 Opening Balance - 31/03/ 2014 Purchase/ Sales Closing Balance 31/03/2015 Opening Balance - 31/03/ 2014 Purchase/ Sales Closing Balance 31/03/2015 Opening Balance - 31/03/ 2014 Purchase# - 17/09/2014 Purchase# - 05/11/2014 Closing Balance 31/03/2015 95,419,432 - 95,419,432 1,867 - 1,867 3.87 3.86 0.000 0.000 - - 95,419,432 - - 1,867 - - - - - - - - - 1,06,386 56,061 17,939 180,386 1,34,932 26,910 1,61,842 - - - - - - - - - - - - - - - 0.004 0.007 0.005 0.006 - - - - - - - - - - - - - - - - - - 180,386 - - 1,61,842 - - - - - - - - 3.86 - - 0.000 - - - - - - - - - - - - 0.007 - - 0.006 - - - - - - 10,000 635 1,794 12,429 0.000 - - 0.000 - - - 12,429 - - - 0.001 Includes shares held by Mr. Azim H Premji jointly with immediate family members. * ** Mr. Suresh C Senapaty retired from the Board and Services of the Company with effect from March 31, 2015. *** Mr. V Ramachandran resigned as Company Secretary of the Company with effect from close of business hours of April 22, 2015. # Purchase pursuant to exercise of Restricted Stock Units. 58 01 Directors Report_2015.indd 58 6/21/2015 4:09:41 PM Annual Report 2014-15) ` ( * * n a r a S * r a k a h b a r P * * * n a m r e g a K i h s o J l a t t i V r u h t r A s n e w O a m r a h S h t e h S m a y h S . r M C B . r M i g n n n e H . r D h s e m o y V . r M a n e e r I . s M m a i l l i W . r M K M . r M h s i d g a J . r D k o h s A . r D y l u g n a G N . r M l u h g a V s r o t c e r i D t n e d n e p e d n I f o e m a N n o i t a r e n u m e R f o s r a l u c i t r a P s r o t c e r i D t n e d n e p e d n I C - e r u x e n n A - 0 0 0 0 4 , - @ 0 0 0 0 6 , 0 0 0 0 8 1 , @ 0 0 0 0 2 2 , 0 0 0 0 4 2 , @ 0 0 0 0 2 1 , , 0 0 0 0 6 1 0 0 0 0 8 2 , i d r a o b g n d n e t t a r o f e e F g n i t t i S 0 0 0 0 0 5 , 0 0 0 5 7 5 , , @ 5 2 6 6 3 3 2 , , @ 2 0 3 4 5 2 2 1 , , 3 3 3 3 3 7 2 , , @ 2 5 2 8 5 0 5 1 , , 7 6 6 6 1 8 2 , , @ 2 0 3 4 5 2 2 1 , , 7 6 6 6 6 1 3 , , 7 6 6 6 6 1 4 , s g n i t e e m e e t t i m m o c d n a n o i s s i m m o C - - - - - - - - - - y f i c e p s e s a e p l , s r e h t O 0 0 0 0 0 5 , 0 0 0 5 1 6 , , @ 5 2 6 6 3 3 2 , , @ 2 0 3 4 1 3 2 1 , , 3 3 3 3 1 9 2 , , @ 2 5 2 8 7 2 5 1 , , 7 6 6 6 5 0 3 , , @ 2 0 3 4 7 3 2 1 , , 7 6 6 6 2 3 3 , , 7 6 6 6 4 4 4 , - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - , 0 0 0 0 0 5 , 0 0 0 5 1 6 , 5 2 6 6 3 3 2 , , 2 0 3 4 1 3 2 1 , , 3 3 3 3 1 9 2 , , 2 5 2 8 7 2 5 1 , , 7 6 6 6 5 0 3 , , 2 0 3 4 7 3 2 1 , , 7 6 6 6 2 3 3 , , 7 6 6 6 4 4 4 , s r o t c e r i D e v i t u c e x E - n o N r e h t O i d r a o b g n d n e t t a r o f e e F g n i t t i S s g n i t e e m e e t t i m m o c y f i c e p s e s a e p l , s r e h t O n o i s s i m m o C ) 2 ( L A T O T ) 2 + 1 ( l a t o T ) 1 ( L A T O T . 4 1 0 2 , 3 2 y l u J m o r f t c e ff e h t i w d r a o B e h t f o r e b m e m a e b o t d e s a e c r a k a h b a r P C B . r M . 4 1 0 2 , 3 2 y l u J m o r f t c e ff e h t i w d r a o B e h t f o r e b m e m a e b o t d e s a e c n a r a S m a y h S . r M . $ n i l e b a y a p t n u o m a s a - i l t n e a v u q e e e p u r e r a d e n o i t n e m s e r u g F i @ * * * . 4 1 0 2 , 0 3 e n u J m o r f t c e ff e h t i w d r a o B e h t m o r f d e n g i s e r n n a m r e g a K g n n n e H i . r D * * * 01 Directors Report_2015.indd 59 6/21/2015 4:09:41 PM 59 Wipro Limited t n a u s r u p s n o i t p o k c o t s f o s e r a h s s u n o b f o s n o i t p o k c o t s e h t f o s n o i t p o k c o t s e h t f o , 4 0 0 2 r a e y e h t f o r o f d n a 0 1 0 2 s n o i t p o k c o t s e h t f o ) r e g r e m e D f o e m e h c s o t , 5 0 0 2 , 4 0 0 2 r a e y e h t e m e h c s o t t n a u s r u p e m e h c s o t t n a u s r u p r o f d n a 0 1 0 2 , 5 0 0 2 s r e b m u n n o i t i d d a e m e h c s o t t n a u s r u p l ’ s r e d o h e r a h S o t e h t f o s r e b m u n n o i t i d d a e u s s i e h t r o f d e t s u d A j ( s r e b m u n n o i t i d d a r o f s r e b m u n n o i t i d d a r o f s e r a h s s u n o b f o e u s s i , 5 0 0 2 , 4 0 0 2 r a e y s r e b m u n n o i t i d d a r o f i r o f n e v g t s u r t e h t r a e y e h t f o s e r a h s i l g n y a e d n u 2 4 2 4 2 4 2 2 , , r a e y e h t f o s e r a h s r a e y e h t f o s e r a h s , ) 2 8 1 8 1 8 6 1 , t n a u s r u p t n a r g r o f d n a 0 1 0 2 5 0 0 2 4 0 0 2 , , s e r a h s y t i u q e d n a 0 1 0 2 , 5 0 0 2 4 0 0 2 , d n a 0 1 0 2 , 5 0 0 2 4 0 0 2 , e h t r o f d e t s u d A j ( s u n o b f o e u s s i r a e y e h t f o s e r a h s e h t f o s e r a h s d n a 0 1 0 2 , 5 0 0 2 , 4 0 0 2 n a p l l y b d e h s e r a h S ( s u n o b f o e u s s i e h t r o f g n i t n e s e r p e r s u n o b f o e u s s i e h t r o f s u n o b f o e u s s i e h t r o f g n i t n e s e r p e r ( e h t r o f d e t s u d A j ( s u n o b f o e u s s i e h t r o f e h t r e d n U s n o i t p O , 4 2 8 9 2 8 4 1 , j d e t s u d A ( 9 6 8 6 8 6 8 1 , , S D A 2 4 2 4 2 4 2 2 , , d e t s u d A j , ( 2 4 2 4 2 4 2 2 , d e t s u d A j , ( 2 4 2 4 2 4 2 2 , , 2 8 1 1 8 1 8 6 1 , , 0 3 0 3 0 3 0 8 2 , d e t s u d A j , ( 6 0 6 0 6 0 6 5 , f o r e b m u N l a t o T . 1 y t i u q E o r p W i t s u r T d r a w e R k c o t S e e y o p m E l 3 1 0 2 , n a l P e s a h c r u P 7 0 0 2 n a l P 4 0 0 2 n a l P t i n U 5 0 0 2 n a l P t i n U 4 0 0 2 n a l P t i n U n a l p t i n U k c o t S d e t c i r t s e R o r p W i k c o t S d e t c i r t s e R S D A k c o t S d e t c i r t s e R o r p W i k c o t S d e t c i r t s e R o r p W i n o i t p o k c o t s 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 . l S . o N 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 S N O I T P O K C O T S E E Y O L P M E ( I B E S E H T D N A 4 1 0 2 , S N O I T A L U G E R ) S T I F E N E B E E Y O L P M E D E S A B E R A H S ( I B E S , 4 1 0 2 , S E L U R ) S E R U T N E B E D D N A L A T I P A C E R A H S ( S E I N A P M O C F O 2 1 E L U R , 3 1 0 2 , T C A S E I N A P M O C E H T F O 2 6 N O I T C E S R E D N U E R U S O L C S I D : D e r u x e n n A 60 5 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 , 9 9 9 1 S E N I L E D U G I ) E M E H C S s a l a v o r p p a r o f d e t s u d a j f o . o n l a n o i t i d d a t n a u s r u p s e r a h s f o e m e h c s e h t o t ) r e g r e m e D - - 0 0 0 0 3 , , 0 0 5 3 2 7 1 , n o i t i d d a r o f d n a 0 1 0 2 k c o t s e h t f o s r e b m u n o t t n a u s r u p s n o i t p o ) r e g r e m e D f o e m e h c s ) r e g r e m e D f o ) r e g r e m e D f o s r e b m u n n o i t i d d a k c o t s e h t f o ) r e g r e m e D f o , 0 0 0 5 5 4 2 , - - - - - - - - e m e h c s o t t n a u s r u p ) r e g r e m e D f o f o e m e h c s o t ) r e g r e m e D s n o i t p o k c o t s e h t f o t n a u s r u p s n o i t p o r a e y e h t g n i r u d l a v o r p p a s t n a r g s U S R / s n o i t p O 2 e r a h s e r a h s e r a h s f o % 0 9 n a h t s s e l t o n t e k r a m e h t . e . i t e k r a m e h t . e . i e h t l f o e u a v e c a F e r a h s e h t l f o e u a v e c a F e r a h s e h t l f o e u a v e c a F e h t l f o e u a v e c a F e h t l f o e u a v e c a F i g n e b e c i r p e s i c r e x E l e u a v t e k r a m r i a F l e u a v t e k r a m r i a F l a u m r o f g n i c i r P . 3 - - - - - - - - - - - - - - , 5 5 6 4 3 7 1 , - - - - 7 6 2 2 6 7 , 7 6 2 2 6 7 , , 4 3 5 4 2 5 1 , 5 9 2 4 0 8 , 2 9 1 7 0 6 , 2 9 1 7 0 6 , 6 8 8 7 9 3 , - - , 9 5 5 5 5 3 1 , , 9 5 5 5 5 3 1 , - - - - 7 4 7 - - - - , 4 8 3 4 1 2 1 , , 8 1 1 1 1 7 2 , , 5 2 4 3 1 2 1 , - - 4 9 4 1 , , 6 1 4 7 2 0 1 , , 6 6 1 7 4 3 6 , , 3 4 6 6 7 5 2 , 3 3 2 5 , - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - n o e c i r p t e k r a m e h t y b d e n fi e d s e c i r p y b d e n fi e d s e c i r p t n a r g f o e t a d e h t d n a s e i t i r u c e S e h t d n a s e i t i r u c e S e h t i a d n I f o i a d n I d r a o B e g n a h c x E f o d r a o B e g n a h c x E 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 s e r a h s f o r e b m u n l a t o T 6 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 . 5 f o t l u s e r a s a g n i s i r a s a ( s n o i t p o f o e s i c r e x e , ) 5 1 0 2 1 3 h c r a M f o / d e s p a l s n o i t p O e h t g n i r u d d e t i e f r o f * r a e y f o s m r e t f o n o i t a i r a V h c r a M o t p u s n o i t p o 5 1 0 2 , 1 3 y b d e z i l a e r y e n o M s n o i t p o f o e s i c r e x e ) ` ( r a e y e h t g n i r u d 7 8 . 9 t a e c r o f n i s n o i t p o r a e y e h t f o d n e e h t d n a d e t s e v , d e t n a r g ( d e t s e v n u / d e s i c r e x e n u ) d e s i c r e x e n u d n a f o r e b m u n l a t o T . 0 1 01 Directors Report_2015.indd 60 6/21/2015 4:09:41 PM Annual Report 2014-15 - - - - - - - - - - - - - - - - y t i u q E o r p W i t s u r T d r a w e R k c o t S e e y o p m E l 3 1 0 2 , n a l P e s a h c r u P 7 0 0 2 n a l P 4 0 0 2 n a l P t i n U 5 0 0 2 n a l P t i n U 4 0 0 2 n a l P t i n U n a l p t i n U k c o t S d e t c i r t s e R o r p W i k c o t S d e t c i r t s e R S D A k c o t S d e t c i r t s e R o r p W i k c o t S d e t c i r t s e R o r p W i n o i t p o k c o t s 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 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0 0 0 0 5 1 , 0 0 0 0 1 , - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - s l i a t e d e s i W e e y o p m E l : o t d e t n a r g s n o i t p O f o t n e m e g a n a M i r o n e S . i r a e y e h t g n i r u d n e i r u K K T n a r d n a h c a m a R V t n e m e g a n a M i r o n e S . i i e r o m r o % 5 g n d o h l i f o r e b m u n l a t o t e h t f o g n i r u d d e t n a r g s n o i t p o r a e y e h t t n e m e g a n a M i r o n e S ) a e v o b a s a l ) s ( e e y o p m e r e h t o ) b l s e e y o p m e d e fi i t n e d I . i i i . l S . o N . 1 1 - - 8 2 3 3 . 8 2 3 3 . . 8 2 3 3 . 8 2 3 3 8 2 3 3 . . 8 2 3 3 8 2 3 3 . d e t n a r g e r e w o h w y n a g n i r u d , s n o i t p o r o o t l a u q e , r a e y e n o e h t f o % 1 g n d e e c x e i i g n d e e c x e ( l a t i p a c d e u s s i s t n a r r a w g n d n a t s t u o i e h t f o ) n o i s r e v n o c d n a e m i t e h t t a y n a p m o c t n a r g f o l a i r e g a n a M y e K . v i l e n n o s r e P e s i c r e x e n o s e r a h s f o l d e t a u c l a c s n o i t p o f o h t i w e c n a d r o c c a n i d r a d n a t S g n i t n u o c c A 0 2 ) S A ( e u s s i o t t n a u s r u p e r a h s i r e p s g n n r a E d e t u l i D . 2 1 - - e r e w s n o i t p o e s e h t e c n S i s n o i t p o e s e h t e c n S i s n o i t p o e s e h t e c n S i s n o i t p o e s e h t e c n S i l s a 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 s a e b a c i l p p a t o N y n a p m o c e h t e r e h W . 3 1 l i a n m o n a t a d e t n a r g c i s n i r t n i , s e c i r p e s i c r e x e a t a d e t n a r g e r e w e s i c r e x e l i a n m o n a t a d e t n a r g e r e w e s i c r e x e l i a n m o n e s i c r e x e l i a n m o n f o e t a d e h t n o e u a v l l e u a v c i s n i r t n i , s e c i r p l e u a v c i s n i r t n i , s e c i r p l e u a v c i s n i r t n i , s e c i r p s e t a m i - . x o r p p a s t n a r g s t n a r g f o e t a d e h t n o s t n a r g f o e t a d e h t n o s t n a r g f o e t a d e h t n o e h t l f o e u a v r i a f e h t r i a f e h t s e t a m i x o r p p a r i a f e h t s e t a m i x o r p p a e h t s e t a m i - . x o r p p a s n o i t p o s n o i t p o e h t f o e u a v l s n o i t p o e h t f o e u a v l e h t l f o e u a v r i a f s n o i t p o a t a d e t n a r g e r e w s t n a r g o n e r e w e r e h t o n e r e w e r e h t s a s t n a r g o n e r e w e r e h t r a e y e h t g n i r u d l n a p s i h t r e d n u 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 r a e y e h t g n i r u d l n a p s i h t r e d n u n a p l l d e t a u c l a c s a h l s e e y o p m e e h t t s o c n o i t a s n e p m o c c i s n i r t n i e h t g n i s u k c o t s e h t f o e u a v l e c n e r e ff d e h t i , s n o i t p o l e e y o p m e e h t n e e w t e b n o i t a s n e p m o c d e t u p m o c o s t s o c l e e y o p m e e h t d n a t s o c n o i t a s n e p m o c n e e b e v a h l l a h s t a h t d e s u d a h t i f i d e z i n g o c e r . s n o i t p o e h t l f o e u a v r i a f s i h t f o t c a p m e h T i d n a t fi o r p n o e c n e r e ff d i y n a p m o c e h t f o S P E n o 61 01 Directors Report_2015.indd 61 6/21/2015 4:09:41 PM Wipro Limited - - - - - - y t i u q E o r p W i t s u r T d r a w e R k c o t S e e y o p m E l 3 1 0 2 , n a l P e s a h c r u P l e u a v r i a F . n o i t p o l e u a v r i a F . n o i t p o l e u a v r i a F . n o i t p o r e p l e u a v r i a F . n o i t p o r e p s t n a r g o n e r e w e r e h t o n e r e w e r e h t s a s t n a r g o n e r e w e r e h t d n a s e c i r p e s i c r e x e - - - - - - - - - - - - - - h c r a M n o s a - / 7 0 5 2 6 ` . h c r a m n o s a - / 7 0 5 2 6 ` . 5 1 0 2 1 3 , 5 1 0 2 1 3 , n o s a - / 7 0 5 2 6 ` . , 5 1 0 2 1 3 h c r a M n o s a - / 7 0 5 2 6 ` . , 5 1 0 2 1 3 h c r a M r a e y e h t g n i r u d l n a p s i h t r e d n u 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 r a e y e h t g n i r u d l n a p s i h t r e d n u n a p l e g a r e v a d e t h g e w i s n o i t p o f o s e u a v r i a f l s n o i t p o r o f y l e t a r a p e s e c i r p e s i c r e x e e s o h w r o s l a u q e r e h t i e n a h t s s e l s i r o s d e e c x e f o s e c i r p t e k r a m e h t k c o t s e h t d e s u n o i t p m u s s a o t r a e y e h t g n i r u d i t n a c fi n g i 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 l s e u a v r i a f e h t e t a m i t s e r e p - / 2 ` e c i r p e s i c r e x E r e p - / 2 ` e c i r p e s i c r e x E - / 2 ` e c i r p e s i c r e x E - / 2 ` 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 t o N l e b a c i l p p a t o N l s a e b a c i l p p a t o N e g a r e v a d e t h g e W i . 4 1 7 0 0 2 n a l P 4 0 0 2 n a l P t i n U 5 0 0 2 n a l P t i n U 4 0 0 2 n a l P t i n U n a l p t i n U k c o t S d e t c i r t s e R o r p W i k c o t S d e t c i r t s e R S D A k c o t S d e t c i r t s e R o r p W i k c o t S d e t c i r t s e R o r p W i n o i t p o k c o t s 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 . l S . o N 62 e r e w e s e h t e c n S i e r e w e s e h t e c n S i e r e w e s e h t e c n S i e r e w e s e h t e c n S i l s a 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 s a e b a c i l p p a t o N e t a r t s e r e t n i e e r f k s i r ) a ( : n o i t a m r o f n i e g a r e v a i d e t h g e w g n w o i 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 c i s n i r t n i , e c i r p e s i c r e x e c i s n i r t n i , 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 f o e t a d e h t n o e u a v l f o e t a d e h t n o e u a v l l n o e u a v c i s n i r t n i e h t s e t a m i x o r p p a s t n a r g s e t a m i x o r p p a s t n a r g s t n a r g f o e t a d e h t , e c i r p e s i c r e x e l n o e u a v c i s n i r t n i s t n a r g f o e t a d e h t s n o i t p o f o e u a v r i a f l l f o e u a v r i a f e h t r i a f e h t s e t a m i x o r p p a r i a f e h t s e t a m i x o r p p a s n o i t p o s n o i t p o f o e u a v l s n o i t p o f o e u a v l r a e y e h t g n i r u d l n a p s i h t r e d n u 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 r a e y e h t g n i r u d l n a p s i h t r e d n u n a p l l i a n m o n a t a d e t n a r g l i a n m o n a t a d e t n a r g l i a n m o n a t a d e t n a r g l i a n m o n a t a d e t n a r g s t n a r g o n e r e w e r e h t o n e r e w e r e h t s a s t n a r g o n e r e w e r e h t e f i l d e t c e p x e ) b ( l y t i l i t a o v d e t c e p x e ) c ( i i s d n e d v d d e t c e p x e ) d ( d n a e h t r o f e c i r p e h t ) e ( n i e r a h s g n y l r e d n u i f o e m i t e h t t a t e k r a m t n a r g n o i t p o 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 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 01 Directors Report_2015.indd 62 6/21/2015 4:09:41 PM Annual Report 2014-15 s e i t r a p d e t a l e r h t i w e d a m s t n e m e g n a r r a / s t c a r t n o c f o s r a l u c i t r a P : E e r u x e n n A 2 - C O A . o N m r o F , ) 4 1 0 2 , s e l u R ) s t n u o c c A ( s e i n a p m o C e h t f o ) 2 ( 8 e l u R d n a t c A e h t f o 4 3 1 n o i t c e s f o ) 3 ( n o i t c e s - b u s f o ) h ( e s u a l c o t t n a u s r u P ( e h t f o 8 8 1 n o i t c e S f o ) 1 ( n o i t c e s - b u S n i o t d e r r e f e r s e i t r a p d e t a e r l h t i w y n a p m o C e h t y b o t n i d e r e t n e s t n e m e g n a r r a / s t c a r t n o c f o l s r a u c i t r a p f o e r u s o l c s i d e h t o t i s n a t r e p m r o F s i h T . o t e r e h t o s i v o r p d r i h t r e d n u s n o i t c a s n a r t h t g n e l s ’ i m r a n a t r e c g n d u l c n i i 3 1 0 2 i , t c A s e n a p m o C ) n M ` ( t n u o m A s m r e t t n e i l a S f o n o i t a r u D t c a r t n o C i p h s n o i t a l e R f o e r u t a N y t r a P d e t a l e R f o e m a N . 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O N . s i s a b h t g n e l s ’ m r a t a t o n e r e w h c i h w , 5 1 0 2 , 1 3 h c r a M d e d n e r a e y e h t g n i r u d o t n i d e r e t n e s n o i t c a s n a r t r o s t n e m e g n a r r a r o s t c a r t n o c o n e r e w e r e h T : s w o l l o f s a e r a 5 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 s i s a b h t g n e l s ’ m r a t a s n o i t c a s n a r t r o t n e m e g n a r r a r o s t c a r t n o c l a i r e t a m f o s l i a t e d e h T s i s a b h t g n e l s ’ m r a t a s n o i t c a s n a r t r o t n e m e g n a r r a r o s t c a r t n o c l a i r e t a m f o s l i a t e D s i s a b h t g n e l s ’ m r a t a t o n s n o i t c a s n a r t r o s t n e m e g n a r r a r o s t c a r t n o c f o s i a t e D . 3 0 8 7 0 9 , . 9 5 1 8 2 4 , . 1 9 8 6 6 . 1 9 6 3 4 . 3 6 4 7 3 . 9 5 8 6 3 . 2 0 4 5 3 . 2 8 2 3 3 . 9 5 7 0 3 . 6 3 6 0 3 . 5 5 3 0 3 . 8 5 6 8 2 . 8 8 1 5 2 . 3 1 2 2 2 . 6 2 5 1 2 . 7 4 4 8 1 . 3 4 4 8 1 . 2 1 3 8 1 . 1 4 6 7 1 . 6 9 4 5 1 . 5 8 7 2 1 . 2 7 7 2 1 . 9 1 5 1 1 0 5 9 7 . . 4 8 8 4 1 6 2 3 5 . 7 0 7 4 . 5 6 2 4 . 3 6 8 3 . 2 4 2 3 . 4 2 0 3 . 6 8 5 2 . . 2 3 3 3 5 2 , s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 5 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 6 0 - 2 1 - 3 2 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 3 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 3 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 9 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 1 1 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 2 0 - 7 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 6 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 3 1 - 2 1 - 1 3 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 8 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 6 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 9 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 6 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 8 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 8 0 - 6 1 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 6 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 5 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 2 1 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 3 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 0 - 4 0 - 7 2 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 7 0 - 4 0 - 1 0 i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S d e t i i m L ) y r o t e i 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 s e c i v r e s d n a s d o o G f o s e l a S C L L o r p W i D T L E T P S K R O W T E N O R P W I c n I g n i s s o r c o f n I d e t i i i m L a b a r A o r p W i . I D T L A D A N A C S E G O L O N H C E T O R P W 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 a i s e n o d n I T W T P C L L f l u G o r p W i l d t 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 H b m G a i r t s u A y t o g o n h c e T 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 V B s d n a l r e h t e N , l 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 t L a d a n a C s n o i t u o S o r p W l i d e t i i m L K U l i a t e R o r p W i o o Z p S d n a o P o r p W l i K K n a p a J o r p W i 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 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 C L L a h o D o r p W 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 K U o r p W i d e t i i m L u g d n e h C o r p W i H b m G g n u t l a w r e v s g n u g i l i e t e B E T N E P V B i l h b m G s e g o o n h c e T o r p W i e c n a r F o r p W S A S 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 V . . i C E D A S s e g o o n h c e T o r p W l i . . . l o o z p s d n a o P s e c i v r e S T I o r p W i d e t i m L i i a h g n a h S o r p W i . A . S l a g u t r o P 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 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 63 01 Directors Report_2015.indd 63 6/21/2015 4:09:41 PM Wipro Limited 8 4 5 2 . ) n M ` ( t n u o m A 6 9 9 . 8 1 5 . 0 2 1 . 6 4 4 . 5 3 1 . 2 7 4 1 . 7 6 5 6 . . 7 2 8 1 1 . 2 6 7 8 4 7 9 1 1 . 8 2 3 . 9 0 3 . 1 8 0 . 7 2 0 . 3 4 0 . . 0 9 4 9 1 4 , . 8 0 2 8 5 1 , . 2 6 3 8 2 1 , . 7 0 5 2 0 1 , . 9 1 4 6 7 . 9 5 2 1 6 . 0 0 1 0 8 . 1 7 9 2 4 . 2 3 8 1 4 . 3 5 8 5 3 . 3 4 0 5 2 . 8 3 1 5 1 . 4 7 5 3 1 4 8 0 8 . 3 8 3 6 . . 6 4 1 0 2 8 8 8 4 . 4 3 8 2 . 7 4 1 2 . 0 0 1 2 . 4 7 9 1 . 8 6 5 1 . 5 1 3 1 . 7 4 9 . 6 6 3 . 3 4 0 . s e n i l i e d u g y c i l o P T P R r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 s r o t c e r i D n o m m o C s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A s e n i l i e d u g y c i l o P T P R r e p s A i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O p u o r G r e t o m o r P L E W h t i w e r u t n e v t n o J i L E W h t i w e r u t n e v t n o J i s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 3 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 5 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 7 0 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 7 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 6 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 8 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 0 - 4 0 - 7 2 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 3 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 3 0 - 2 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 3 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 9 0 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 6 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 5 0 - 5 1 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 6 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 1 1 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 8 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 5 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 8 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 9 0 - 4 0 - 1 0 i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S d t L t v P e r a c h t l a e H E G o r p W i d t L t v P e r a c h t l a e H E G o r p W i g r u o b m e x u L - l a t t i M l r o e c r A n o i t a d n u o F i j m e r P m i z A G A k n a B e h c s t u e D k n i l y r u t n e C W M B . h c e t n o t a m r o f n I f o e t u t i t s n I M N L n o i t a d n u o f M N L i l d t L t v P s e g o o n h c e T e c n e g r e v n o C a i r t A s e c i v r e S f o e s a h c r u P c n I g n i s s o r c o f n I i 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 C L L o r p W i i l L R S s e g o o n h c e T o r p W i . A . S l a g u t r o P 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 d e t i i m L K U 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 D T L E T P S K R O W T E N O R P W I d e t i m L i i a h g n a h S 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 g d n e h C o r p W i d e t i i m L s e s i r p r e t n E 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 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 H b m G a i r t s u A y t o g o n h c e T o r p W i 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 l d t 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 L R A S e p o r u E o r p W i a i s e n o d n I T W T P d e t i i i m L K U s g n d o H 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 ( l 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 o C ) d n a l i a h T ( o r p W i . . . l o o z p s d n a o P s e c i v r e S T I 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 d e t i i m L K U l i a t e R o r p W i s e n i l i e d u g y c i l o P T P R r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 s r o t c e r i D n o m m o C ) L E W ( d e t i i m L s e s i r p r e t n E o r p W i s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 7 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 3 1 - 9 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 7 0 - 1 0 - 1 0 i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S s m r e t t n e i l a S f o n o i t a r u D t c a r t n o C i p h s n o i t a l e R f o e r u t a N i 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 h B . i l n d S s e g o o n h c e T 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 i l L R S s e g o o n h c e T o r p W i y t r a P d e t a l e R f o e m a N . S 64 . O N 4 3 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 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 01 Directors Report_2015.indd 64 6/21/2015 4:09:42 PM Annual Report 2014-15 0 0 0 . ) n M ` ( . 0 7 6 0 2 t n u o m A . 8 6 6 9 3 . 8 4 0 1 2 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 3 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 0 - 3 0 - 6 2 i y r a d i s b u S i y r a d i s b u S i l h b m G s e g o o n h c e T o r p W i d i a P n o i s s i m m o C K K n a p a J o r p W i d i a P t n e R s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 6 0 - 2 1 - 3 2 i y r a d i s b u S d e t i i i m L a b a r A o r p W i s e n i l i e d u g y c i l o P T P R r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 s r o t c e r i D n o m m o C d e t i i m L s e s i r p r e t n E o r p W i s m r e t t n e i l a S f o n o i t a r u D t c a r t n o C i p h s n o i t a l e R f o e r u t a N y t r a P d e t a l e R f o e m a N . S 2 4 4 . 3 6 7 3 . 2 7 2 6 . 8 9 7 1 . 5 5 9 1 . 8 1 4 1 . 1 6 1 1 . 3 2 9 . 3 6 4 . 0 0 2 . 8 5 1 . 8 9 0 . 2 8 0 . 4 3 0 . 3 1 1 . 2 5 1 . 7 6 6 1 . 0 1 5 5 . 8 3 0 . 0 5 1 . 5 2 2 9 . 0 1 4 7 . 0 8 9 3 . 0 9 0 1 . s e n s e n i l i e d u g y c i l i l i e d u g y c i l o P T P R r e p s A o P T P R r e p s A i g n o g n O i g n o g n O s r o t c e r i D n o m m o C r o t c e r i D f o e v i t a e R l d e t i s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 5 0 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 6 0 - 2 1 - 3 2 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 1 1 - 6 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 8 0 - 6 1 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 2 1 - 4 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 0 1 - 1 0 - 1 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 8 0 - 2 0 - 7 0 s e n i l i e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 9 0 - 4 0 - 1 0 i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A i g n o g n O - 1 1 - 4 0 - 1 0 i y r a d i s b u S i g n o g n O i g n o g n o r o t c e r i D f o e v i t a e R l s r o t c e r i D n o m m o C d e t i i m L ) y r o t e i 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 d t L a d a n a C s n o i t u o S o r p W l i 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 T I t r o p r i A o r p W i d t L a i l a r t s u A s n o i t u o S o r p W l i i l L R S s e g o o n h c e T o r p W i n o i s s i m m o c e e t n a r a u g e t a r o p r o C c n I g n i s s o r c o f n I C L L o r p W i d e t i i i m L a b a r 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 i j m e r P A n e e m s a Y d e t i i m L s e s i r p r e t n E o r p W i A N i g n o g n O r o t c e r i D f o e v i t a e R l t n e m e e r g A r e p s A i g n o g n O s r o t c e r i D n o m m o C d e t i s e e f e c i v r e S t n e m e g a n a M s e e f e c i v r e S t n e m e g a n a M s e e f e c i v r e S t n e m e g a n a M n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O y n a p m o C r e t o m o r P y n a p m o C r e t o m o r P s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C i y r a d i s b u S d e t i i m L e t a v i r P ) I ( n o i t a d n u o F i j m e r P m i z A l t n e m p o e v e d r o f n o i t a d n u o F i j m e r P m i z A s e e f e c i v r e S t n e m e g a n a M d e t i i m L s e s i r p r e t n E o r p W i d e t i i m L s e s i r p r e t n E o r p W i T S O C U S R i s e i r a d i s b u S d e t i i m L o r p W i s t s o C r e h t O s i s a B t s o C l a u t c A n O i g n o g n O s r o t c e r i D n o m m o C d e t i i m L s e s i r p r e t n E o r p W 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 o C ) d n a l i a h T ( o r p W i 0 1 1 1 s e s n e p x E l e v a r T i m L s e s i r p r e t n E o r p W i i j m e r P A d a h s i R n o i t a r e n u m e R i j m e r P A d a h s i R e m o c n I l a t n e R i m L s e s i r p r e t n E o r p W i . O N 7 2 8 2 1 2 1 2 3 1 2 3 4 5 6 7 8 9 1 2 1 1 1 2 3 1 2 1 n a h K a l l u a n a S M y r a t e r c e S y n a p m o C a m r a h S K M r o t c e r i D r o t c e r i D e v i t u c e x E & r e c ffi O e v i t u c e x E f e i h C l u h g a V N r o t c e r i D n e i r u K K T r o t c e r i i D g n g a n a M & n a m r i a h C i j m e r P H m i z A l a l a D a r d n a h c n i v a r P n i t a J r e c ffi O l a i c n a n F f e i h C i 5 1 0 2 , 3 e n u J , l e r o a g n a B 01 Directors Report_2015.indd 65 6/21/2015 4:09:42 PM 65 Wipro Limited Annexure F: Corporate Social Responsibility Report for the year 2014-15 At Wipro, our deliberate engagement with important social issues goes back a long time. In 2001 we added our first organized community initiatives (Wipro Cares) followed by a program on school education in 2002 (Wipro Applying Thought in Schools). We started working methodically on Ecology & Environment in 2008. In 2014, under the overarching umbrella of Education, we added a significant new initiative on ‘Children with Disability’. This program, at a conceptual level, is an extension of our long running and successful program for ‘Persons with Disability’ within Wipro. This compelling imperative of boundary-less thinking is a fundamental driving principle of all our programs. We run all our social programs on a strong foundation of ethical principles, good governance and sound management. Our ‘Good Citizen’ manifesto articulates a set of guiding principles that inform our thinking and actions. The manifesto covers a wide range – a foundation of values as embedded in Spirit of Wipro, compliance with laws and regulations, a robust framework of corporate governance, proactive and strategic engagement with key challenges of the environment and society, serving our multiple stakeholders and working with proximate communities, all in a manner that is thoughtful, deliberative and systemic. The salient highlights of our initiatives for 2014-15 are articulated below. You will also find in this report a detailed summary of our sustainability initiatives under the ‘Business Responsibility Reporting’ section. It must be emphasized that our sustainability and social programs are wide ranging and global in scope. For a fuller understanding of these, you may want to refer to our comprehensive annual sustainability reports based on GRI principles. These and various other details are available at the websites, www.wipro.com and www.wipro,org A. Education Our work in education is based on the guiding principles that (a) It must contribute to systemic or institutional improvement in education and / or (b) It should address the needs of underserved and underprivileged sections and (c) In all cases, the work must be deep and meaningful. Our programs span school and college education across India as well as in the U.S. and address the themes of ‘Organizational Capability Building’, ‘Good Quality Educational Material’ ,‘Advocacy’ and ‘Sustainability in Education’. A.1 Wipro Applying Thought in Schools (WATIS) is a social initiative working on building capacity in school education reform in India. Over the past 14 years, WATIS has worked closely with 35 organizations working in improvement of school education. Our work, spread over 67 educational projects, has involved over 2300 schools and 13,250 educators across 17 states reaching out to about 1 million students. A point to emphasize here is that the indirect impact of our work is manifold the above numbers. During 2014-15, six new partners were added in Assam, Koppal in Karnataka, Hyderabad, Kerala and Mumbai. Their work include improving the quality of education in 66 government schools, strengthening social science and ecology education in schools and supporting education of children from marginalized communities A.2 Complementing the systemic engagements of WATIS is the work of our trust, Wipro Cares that supports in a more direct way, access to educational opportunities for underprivileged and marginalized children. For example, our partner of many years in Pune, Door Steps Schools runs mobile units that provides schooling to children of migrant laborers working in construction sites in a city. The ten projects run by Wipro Cares in the cities of Bangalore, Pune, Hyderabad, Kolkata, Mumbai and Chennai benefits more than 50000 children. A.3 During the year, we started a significant new initiative for ‘Children with Disability’. In the first year, our programs supported the educational and rehabilitative needs of 1350 underprivileged children with disability through five projects in the cities of Bangalore, Pune, Jaipur and Hyderabad. Our focus is on early intervention and inclusive education: the first element is crucial in the battle against disability as early actions help prevent many subsequent complications; the second element underpins the principle that children with disability must grow in a school environment that empowers them by helping integrate with the mainstream. A.4 We started a significant program in school education in 2013 in the U.S.A. While the expenditure associated with this may not be allowable as CSR as per the Companies Act 2013, this is an integral part of our global CSR strategy and therefore something that merits disclosure. The program is currently running in Chicago, New Jersey, New York and Boston. We are partnering with University of Massachusetts, Boston and Michigan State University. Mercy College in New York and Montclair State University in New Jersey are also involved. The program works in close collaboration in over 20 school districts wherein 250-350 teachers 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.  We intend to expand these programs to other cities in future. The current commitment of Wipro to these programs is about 7.8 million USD over a period of 5 years. This is a large and substantial commitment to improving science and math in school education, one of the largest such commitments made by a non US company. A.5 earthian is a program that brings together two of our key concerns: Education and Sustainability. It comprises an annual cycle where schools and colleges across the country participate in an enriching learning program; selected institutions then become part of a three year Continuing Engagement Program. In 2014-15, the program had an outreach to 9000 institutions. 550 schools and colleges submitted entries with 23 selected winners. The continuing 01 Directors Report_2015.indd 66 6/21/2015 4:09:42 PM Annual Report 2014-15 engagement comprised of college internships, a national level workshop for the leading Business Schools of the country, sustainability workshops in 14 schools for 250 teachers and Theater-in-Education labs in two schools. with the delivery of regular health services, lays emphasis on building the capacity of the communities in developing a higher degree of self-reliance to handle their own primary health care needs. A.6 Developing workplace relevant engineering and technology skills that is also up-to-date and relevant is critical for a country like India where the IT Services industry contributes to nearly 8% of the GDP. Our efforts in this direction go back several years and address two important dimensions: (a) Skills development for students that is based on a comprehensive framework of post-graduate level education and (b) Capacity building among the faculty of engineering colleges. The Wipro Academy of Software Excellence (WASE) program that helps Science graduates to study for a Masters degree in Software Engineering (M.Tech). Run in partnership with the Birla Institute of Technology & Science (BITS), Pilani, India, this unique program blends rigorous academic exposure with practical professional learning at the workplace, We run a similar program called WISTA in collaboration with Vellore Institute of Technology (VIT) for science graduates without a mathematics background. Since its inception in 1995, Wipro has supported and enabled nearly 50000 students to graduate from the WASE and WISTA programs with an MS degree in Software Engineering. During 2014-15, the total number of new entrants into the two programs was 1710 while the aggregate strength across four years was 12850. Mission10X started in 2007 has the goal of improving education in India’s engineering colleges. Over the last six years Mission10X has reached out to over 26,313 faculty members across 1300+ engineering colleges in 27 states. The work involves faculty capacity development, and curricular improvement. The initiative has also catalyzed a group of 20 organizations working on the same space. It has also created a substantial on-line resource base which is expanding B. Primary Health Care and Communities B.1 Along with education, access to primary health care is a key determinant of an individual’s future trajectory in life, including the ability to engage in productive livelihoods and responsible citizenship, In India, nearly 600 million people do not have access to basic health care which is affordable and of good quality. At Wipro, our approach in this regard is to focus on the health needs of our proximate communities around the major centers of our operations. We run these programs through Wipro Cares, our public trust. Wipro Cares works with partners who oversee the delivery of good quality primary health care services to underserved communities covering more than 75000 people in 53 villages across Maharashtra, Karnataka, Andhra Pradesh & Uttarakhand. We follow an integrated approach that along B.2 Disadvantaged communities face several challenges and one that visits them at regular frequency in our country is natural disasters like earthquakes, floods and cyclonic storms. The already fragile basis of their livelihoods gets further disrupted in the wake of a natural disaster. Since 2002,we have responded in both monetary terms and in-kind to several natural calamities wherein Wipro’s employees have also risen to the occasion and played a sterling role. By design, we focus on the more difficult challenge of long term rehabilitation of the affected communities. During 2014, we initiated two disaster rehabilitation projects in Uttarakhand and Odisha in response to the floods and cyclone events in 2013. In line with our approach, both these projects focus on long term rehabilitation and strengthening of the affected communities. In Uttarakhand, in collaboration with very credible local partners with a long track record, multiple activities on strengthening local livelihoods were initiated. 20 village level farmer’s group have been formed with the objective of training them on alternate methods of farming.8964 fruit saplings have been planted in farms belonging to 293 farmers while 236 beneficiaries have been identified for vegetable plantation. Our work in Odisha touched the lives of 250 farmers and their families who were provided fishing nets and awareness training around them, Village level Disaster Committees were set up in 15 villages. C. Ecology & Environment Ecological sustainability is one of the defining challenges facing humanity in the 21st century. How we manage the issues of climate change, water scarcity, biodiversity loss and pollution will determine the trajectory of our development. Wipro’s engagement with these issues goes back several years and is based on the dual approach of (a) continually improving the energy, water, waste and biodiversity footprint of our business operations and (b) engaging on community-level actions and advocacy on these issues. We present below some interesting illustrations of our work C.1 We initiated the “Participative Community Water Program” in the Sarjapur area in Bangalore which is completely dependent on groundwater. The initiative seeks to involve proximate communities in a unique citizen-led governance model of groundwater. The year saw the successful completion of the first phase of developing a detailed groundwater aquifer map for a 33 sq km area around our Sarjapur campus. The aquifer map along with a citizen portal will help inform collective decision making on groundwater management in a more scientific manner 67 01 Directors Report_2015.indd 67 6/21/2015 4:09:42 PM Wipro Limited C.2. Our urban biodiversity program addresses the twin goals of creating biodiversity in our urban campuses while also using it as a platform for wider education and advocacy, Our first project of a unique Butterfly Park in the Electronic City campus in Bangalore was initiated two years back and completed in early 2014. In 2014-15 we progressed as per plan on the next phase of an innovatively conceived wetland biodiversity zone that will use recycled water. In our Pune campus, the first phase has been completed with a tripling of the number of native species from 59 to 167. Both these projects will serve a larger purpose of education on biodiversity and the plan going forward is to link it with our earthian program for schools on sustainability education. C.3 Rapid development of renewable energy (RE) solutions is a crucial element in combating climate change. India has put together a clear road map of adding RE capacity over the next 10 years. Business can play an important role in both, the production ecosystem and through conscious choices in purchasing RE in its own operations. At Wipro, renewable energy accounts for more than 20% of the electricity footprint and in 2014-15, we procured 66 Million units of RE translating into 52000 metric tons of greenhouse gas emissions avoided. C.4 Effective and efficient management of urban solid waste is a pressing problem in all our cities. While the use of right technology, good governance and the active participation of civil society are important determinants of success, the work of the informal sector is often unrecognized. We initiated a project in Bangalore that will provide skills upgrading to 260 workers in the informal sector of waste along with access to better nutrition, safety gear and health insurance. C.5 We have been supporting a program in social forestry in rural Tamil Nadu near Chennai for the past four years. The program works towards the twin goals of afforestation and improved livelihood options. More than 80 farmers are the beneficiaries of the income that will accrue from the produce of more than a hundred thousand trees that have been planted. D. The power of engaged employees Employees are integral to many of our social programs. The Wipro Cares trust is built on a model of employee contribution that is matched by Wipro. Nearly one in three employees or more than 48,000 Wiproites are contributors to Wipro Cares making this possibly the largest such initiative in India and one of the largest in the world. During 2014-15, nearly 1600 employees also engaged with more than 3600 hours of volunteer work, Employees have also keen participants in other significant initiatives including those on campus biodiversity and improving public transportation services. In conclusion, we recognize that this is a journey where one learns all the time. While on the matter of ethics and values, we will hold ourselves up to the highest standards, on matters of governance and management of our CSR programs, we recognize that there could be many opportunities for improvement. We will continually self- reflect, act, and review all the time. 68 01 Directors Report_2015.indd 68 6/21/2015 4:09:42 PM Annual Report 2014-15 1. 2. 3. 4. 5. 6. 7. Summary of CSR spend for 2014-15 ( All figures in ` Million) A brief outline of the Company’s CSR policy, including overview of the projects or programs proposed to be undertaken is available at www.wipro.com. Details are provided as part of Directors’ Report on page no. 66. The Composition of the CSR Committee:The terms of reference of the Corporate Social Responsibility (CSR) broadly comprises and forms part of Board Governance, Nomination and Compensation Committee and these terms of reference are in accordance with Section 135 of the Companies Act, 2013. The Committee comprises of Dr. Ashok Ganguly, Mr. N Vaghul and Mr. William Arthur Owens. Average Net Profit of the Company for the last three financial years: ` 64,154 Million. Prescribed CSR Expenditure (two percent of the amount as in the point 3 above): 2% of the average PBT for the financial years 2011-12, 2012-13 and 2013-14 amounts to ` 1283 Million ; against this, our CSR spending for 2014-15 was ` 1,327 Million. Details of the CSR Spent during the financial year: a) b) c) Total amount to be spent for the financial year: ` 1,327 Million Amount unspent: Not Applicable Manner in which the amount is spent during the financial year is detailed below: The following table provides a summary of the domain wise expenditure on CSR for 2014-15 along with the geographies. The list of partners with who we collaborate is available right below the table In the column ‘Cumulative expenditure till reporting period’, we have chosen to take 2014-15 as the base year. It is however not to be interpreted that this is the first year of our CSR programs. Many of our programs go back more than 10 years and some more than 15 years. Given the practical challenges in reporting the cumulative expenditure from inception, we have chosen to start with the current year as the base year. 8. All our programs are executed and implemented through our partners. The figures under the last column therefore are entirely through our partners CSR project or activities identified Sector in which the project is covered Projects or Programs 1) Local area or 2) other specify the state and district where the project or programs are under taken Sl. No 1 2 Providing preventive and curative health services with specific focus on malnutrition and infant mortality rate. Community Healthcare Education for Underprivileged in proximate communities Education for Underprivileged Systemic reform initiatives in school education in India, in the areas of ecology, social science, languages and affective education, material development, public advocac y, assessment reform, teacher capacity building, strengthening the school system through community and systemic engagement * Initiatives in Education of children with Disability Initiatives in sustainability education in schools and colleges across India Program of higher education in engineering and technology linked to skills development for the IT industry Initiatives in improving education in engineering colleges in India Ensuring environmental sustainability, ecological balance, Agroforestry 3 4 Rural Development projects Total Education : Systemic Reforms Education for Children with Disability Sustainability Education Higher Education for skills building Higher Education Water Biodiversity Energy Waste Management Sustainability Advocacy and Research Rural livelihood programs (` in Million) Amount Outlay (Budget) project or Program Wise Amount spent on the projects or Programs Cumulative expenditure upto reporting period Amount spent : direct or through implementing agency 12.0 12.7 12.7 12.7 27.0 26.0 26.0 26.0 70.0 71.7 71.7 71.7 25.0 24.4 24.4 24.4 20.0 25.1 25.1 Amalner& Aurangabad (Maharashtra), Mysore & Tumkur (Karnataka), Hindupur (AndraPradesh), Haridwar (Uttarkhand), Nagapattinam (Tamil Nadu). Mumbai, Pune, Gadchiroli (MH), Bangalore (Karnataka), Hyderabad (Telangana), Kolkata (WestBengal), Chennai (Tamil Nadu), New Delhi, Bongaigaon, Kokrajhar (Assam), Kolkata (West Bengal), Delhi, Punjab, Udaipur, Jaipur, Phagi (Rajastan), Bhopal (Madhya Pradesh), Kutch, Panchmahal (Gujarat), Mumbai (Maharashtra), Bangalore, Koppal, Chamrajnagar (Karnataka), Chennai (Tamil Nadu), Kerala Delhi (Delhi), Hyderabad ( Telangana), Bengaluru (Karnataka), Jaipur (Rajasthan), Pune (Maharashtra) All parts of India Bangalore 800.0 772.5 772.5 All parts of India Bangalore Bangalore, Pune, Mumbai Bangalore, New Delhi Bangalore All parts of India Uttarkashi(Uttarkhand), Bhubaneswar(Orissa), Chennai (Tamil Nadu) 10.0 4.0 10.00 450.0 1.5 7.0 5.0 8.0 4.1 8.1 361.0 1.4 7.4 4.6 8.0 4.1 8.1 361.0 1.4 7.4 4.6 25.1 772.5 8.0 4.1 8.1 361.0 1.4 7.4 4.6 1441.0 1,327.0 1,327.0 1,327.0 69 01 Directors Report_2015.indd 69 6/21/2015 4:09:42 PM Wipro Limited       Implementing Partner details- 1. Jubayer Masud Educational Charitable Trust, Assam, 2. Vikramshila Education Resource Society, Kolkata, 3. Shikshamitra, Kolkata, 4. Pratham, Delhi, 5. Center for Equity Studies, Delhi, 6. Shiksharth, Delhi, 7. Jodogyan Shiksha, Delhi, 8. Education Dialog Trust, Delhi, 9. Vidyabhawan Education Resource Centre, Udaipur, 10. Digantar Khelkud Evam Shiksha Samiti, Jaipur 11. Eklavya, Bhopal, 12. Muskaan, Bhopal, 13. Janvikas, Ahmedabad, 14. Avehi Public Charitable Trust, Mumbai, 15. Pampanagar Children’s Centre, Koppal, 16. Nature Conservation Foundation, Mysore, 17. Punarchith, Chamrajnagar, 18. National Centre for Biological Sciences, Bengaluru, 19. The Teacher Foundation, Bengaluru, 20. Center for Learning, Bangalore, 21. Tulika, Chennai 22. EZ Vidya Pvt. Ltd, Chennai, 23. Goodbooks Trust, Chennai, 24. Biome Environmental Trust, Bengaluru, 25.ACWADAM, Pune, 26. Mapunity, Bengaluru, 27. Hariyalee landscapers, Bengaluru, 28. Idea Design, Bengaluru, 29. Trucost Mumbai 30. Carbon Disclosure Project India, New Delhi, 31. IUCN India, New Delhi, 32. TERI, New Delhi, 33. CII, New Delhi, 34. Nature Forever Society, Pune, 35. Infoactive Bangalore 36. Center for Environment Education, Ahmedabad, 37. Bangalore Little Theatre, Bengaluru, 38. Ashoka Trust for research in Ecology and Environment, Bengaluru, 39. National Association for the Blind, New Delhi, 40. IIM Bangalore Bengaluru 41. Birla Institute of Technology and Science, Pilani 42. Vellore Institute of Technology, Vellore 43. Door Steps School, Pune 44. Aseema, Mumbai 45. Magic Bus, Bangalore 46. Towards Future, Kolkata 47. Olcott Memorial School, Chennai 48. National Association for Blinds, Delhi 49. Samarthanam, Bangalore 50. Ashray-Akruti, Hyderabad 51. Dnyangangotri, Pune 52. Prayas, Jaipur 53. Savitribai Phule Mahila Ekatma Samaj Mandal, Aurangabad 54. Chaitanya Educational & Rural Development Society, Hindupur 55. Narendra Foundation, Tumkur 56. Adhar Bahuuddeshiya Sanstha, Amalner 57. Rural Literacy and Health Programme, Mysore 58. Rural Development Institute of the Himalayan Institute Hospital Trust, Haridwar 59. HasiruDala, Bangalore 60. Shri Bhuvneshwari Mahila Ashram, Uttarkashi 61. Centre for Youth & Social Development, Bhubaneshwar 62. TIST, Tamil Nadu 63. Wipro Cares – Independent Public Trust. 64. Lakshmi Jalavidyut, 65. Golden Hatcheries, 66. D.J.Malpani, 67. Fortune Five Hydel Projects PVT LTD, 68. Bhoruka Power Corporation Limited 9. 10. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall provide the reason for not spending the amount in its Board report. - Not applicable. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy: Yes, is in compliance with CSR Policy and Objectives of the Company. Sd/- Azim H Premji (Chairman and Managing Director) Sd/- Ashok S Ganguly (Chairman of Board Governance, Nomination and Compensation Committee) 70 01 Directors Report_2015.indd 70 6/21/2015 4:09:43 PM Annual Report 2014-15Annexure G: Form No. MR-3 SECRETARIAL AUDIT REPORT [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] FOR THE FINANCIAL YEAR ENDED: 31.03.2015 To, The Members, Wipro Limited, Bangalore We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Wipro Limited. (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the financial year ended on March 31, 2015 (the audit period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company during the audit period according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company during the Audit Period); (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 w.e.f. October 28, 2014; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period); (f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period); and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company during the Audit Period); (vi) Other laws applicable specifically to the Company namely: (a) Information Technology Act, 2000 and the rules made thereunder (b) Special Economic Zones Act, 2005 and the rules made thereunder the rules made thereunder; (c) Software Technology Parks of India rules and (iii) The Depositories Act, 1996 and the Regulations and Bye- laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. There was no External Commercial Borrowing. (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; regulations (d) Copyright Act, 1957 (e) The Patents Act, 1970 (f ) The Trade Marks Act, 1999 We have also examined compliance with the applicable clauses of the Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange of India Ltd. We have not examined compliance by the Company with (a) the Secretarial Standards issued by the Institute of Company Secretaries of India as they had not been notified by the Central Government upto March 31, 2015. (b) applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial audit and other designated professionals. 71 01 Directors Report_2015.indd 71 6/21/2015 4:09:43 PM Wipro Limited During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded. We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. For V. SREEDHARAN & ASSOCIATES (V. Sreedharan) Partner FCS: 2347; CP No: 833 Bangalore Date: June 03, 2015 72 01 Directors Report_2015.indd 72 6/21/2015 4:09:43 PM Annual Report 2014-15 Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Annexure H1 of Director’s Report Remuneration paid to whole-time directors Name of Directors Title Remuneration in fiscal 2015 (` in Crore) Remuneration in fiscal 2014 (` in Crore) No. of stock options/ RSUs granted in fiscal year % increase/ Decrease of remuneration in 2015 as compared to 2014 Excl. WTD Incl. WTD Ratio of remuneration Ratio of remuneration to MRE Ratio of remuneration to MRE and WTD Revenues (2015) Net profit (fiscal 2015) Azim H Premji Chairman and T K Kurien Suresh C Senapaty Managing Director Chief Executive Officer and Executive Director Chief Financial Officer and Executive Director 4.78 9.11 3.37 10.24 - -53% 89.01 89.01 6.57 150,000 39% 169.65 169.63 0.00 0.00 0.00 0.00 3.13 - 8% 62.76 62.75 0.00 0.00 RSUs - Restricted Stock Units, MRE - Median Remuneration of Employees, WTD - Whole Time Director 1. Based on annualized cost to company 2. Rounded off to two decimals Name of Directors Dr. Ashok S Ganguly N Vaghul M K Sharma William Arthur Owens* IreenaVittal(4) Dr. Jagdish N Sheth* Vyomesh Joshi* B C Prabhakar (1) Dr. Henning Kagermann*(2) Shyam Saran(1) P M Sinha(3) REMUNERATION PAID TO INDEPENDENT DIRECTORS Remuneration in fiscal 2015 (` in Crore) Remuneration in fiscal 2014 (` in Crore) No. of stock options/ RSUs granted in fiscal year % Increase/Decrease of remuneration in 2015 as compared to 2014 0.33 0.44 0.31 1.53 0.29 1.24 1.23 0.06 0.23 0.05 - 0.32 0.37 0.23 1.01 0.12 0.91 0.91 0.25 0.91 0.21 0.06 - - - - - - - - - - - 3% 19% 35% 51% 142% 36% 36% -76% -75% -76% - * figures mentioned against these names are rupee equivalent - as amount paid in USD (1) Mr. B C Prabhakar and Mr. Shyam Saran - for the period from April 01, 2014 to July 23, 2014 (2) (3) Mr. P M Sinha - for the period from April 01, 2013 - July 25, 2013 (4) Ms. Ireena Vittal - for the period from October 01, 2013 to March 31, 2014 Dr. H Kagermann - for the period from April 01, 2014 to June 30, 2014 Remuneration paid to other Key Managerial Personnel (KMP) Name of KMP Title Remuneration in fiscal 2015 Remuneration in fiscal 2014 (` in Crore) (` in Crore) No. of stock options/ RSUs granted in fiscal year % increase/ Decrease of remuneration in 2015 as compared to 2014 Excl. WTD Incl. WTD Ratio of remuneration Ratio of remuneration to MRE Ratio of remuneration to MRE and WTD Revenues (2015) Net profit (fiscal 2015) Ramachandran V Company Secretary 0.78 0.55 0 41.8% 14.53 14.52 0.00 0.00 73 01 Directors Report_2015.indd 73 6/21/2015 4:09:43 PM Wipro LimitedThe Median Remuneration of Employees (MRE) excluding whole time directors was ` 5,37,000 and ` 4,90,464 in fiscal 2015 and fiscal 2014 respectively. The increase in MRE excluding the whole time directors in fiscal 2015 as compared to fiscal 2014 is 9.49%. The Median Remuneration of employees (MRE) including whole time directors was ` 5,37,036 and ` 4,90,482 in fiscal 2015 and fiscal 2014 respectively. The increase in MRE including the whole time directors in fiscal 2015 as compared to fiscal 2014 is 9.49%. The number of permanent employees on the rolls of the Company as of March 31, 2015 and March 31, 2014 was 1,15,776 and 1,11,264 respectively. The Consolidated Gross Revenue growth during fiscal 2015 over fiscal 2014 was 8.12% and profit for the period grew at 11.04%. The aggregate Employee Compensation excluding WTD grew by 8.89% over the previous fiscal. The aggregate decrease in salary for WTDs and other KMPs was 11.96% in fiscal 2015 over fiscal 2014. Our market capitalization increased by 15.9% to ` 1,552,658 Mn as of March 31, 2015 from ` 1,339,703 Mn as of March 31, 2014. The Price Earnings Ratio was 17.8 as of March 31, 2015, which is an increase of 0.7%, as compared to March 31, 2014. The closing price of the Company’s equity shares on the NSE and BSE as of March 31, 2015 was ` 628.85 and ` 627.80 respectively. Company variable compensation philosophy Variable Pay is a mix of financial and qualitative parameters payable quarterly and adjusted annually. Below are the parameters determining executive director variable pay at Wipro: (1) Revenue Achievement (2) Profitability Achievement (3) Employee Satisfaction (4) Achieving Strategic Goals (5) Customer Satisfaction Score (CSAT) Component of remuneration to directors and other KMPs Component of Remuneration to directors and other KMPs Fixed Salary Commission Variable Retirals As a Percentage of the Gross Revenues for Fiscal 2015 As a Percentage of the Profits for Fiscal 2015 0.02% 0.12% 0.02% 0.10% 0.01% 0.04% 0.00% 0.02% Total 0.05% 0.27% During fiscal 2015 no employee received remuneration in excess of the highest-paid director. 74 01 Directors Report_2015.indd 74 6/21/2015 4:09:43 PM Annual Report 2014-15l a b o G l - d a e H U B & t n e d i s e r P e c i V r o i n e S I S G , s e c i v r e S d e g a n a M t n e d i s e r P e c i V D R H C - d a e H & r e c ffi O g n n r a e L f e h C i i l m u e o r t e P n a t s u d n H i p r o C t f o s o r c i M . d t L r e v e L n a t s u d n H i l l a b o G - 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 r o n e S i s m e t s y S G R O A & M - d a e H d n a t n e d i s e r P e c i V d a e H U B l l a b o G & t n e d i s e r P e c i V I M A - H D S & t n e d i s e r P e c i V n o i t a c i n u m m o C 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 M B I S C W - r e n t r a P g n g a n a M i l a b o G l i n o n U ( s e i r t s u d n I y d a e r e v E r e g a n a M l a r e n e G i s c a n M a l r i B a y t i d A 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 t n e d i s e r P e c i V d e t i i m L t e n r e t n I r e m T i t n e d i s e r P e c i V c i n o r t c e E s l l l e b i c e D i ) e d b r a C y r t s u d n I d a e H l l a b o G d n a t n e d i s e r P e c i V O C S T I 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 r e g a n a M l a r e n e G e r a w t f o S r u o f a t n e P r e g a n a M l a r e n e G s n o i t a c i n u m m o C e c n a i l e R d t L 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 a b o G l - d a e H l a n o i t c n u F & t n e d i s e r P e c i V g n i r i H c i g e t a t S s m e t s y S n o i t a m r o f n I - 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 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 E H B i v o n a S L N S B i a d n I E G e v i t u c e x E f e h C i k n a B s d y o L l r e g a n a M l a r e n e G l t n e m y o p m E t s r i F 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 t n e d i s e r P C / M t s d n I i n a d n I D T L C M C t c a p n e G n a m r i a h C l t n e m y o p m E t s r i F ) s r y ( 0 3 7 2 1 2 5 2 5 1 0 2 3 1 3 2 5 2 3 2 9 1 5 2 4 2 3 1 0 2 6 2 1 2 2 2 4 2 0 2 7 1 8 4 8 2 3 1 8 2 0 2 9 1 4 5 9 4 2 4 7 4 7 3 1 4 2 4 6 4 1 5 5 4 4 4 8 4 6 4 6 3 2 4 7 4 4 4 6 4 7 4 3 4 1 4 9 6 1 5 5 3 1 5 4 4 2 4 ) B S I ( A B M , E B ) S B H ( P M A , E B e t a u d a r G t s o P A C A B M E B , A C E B A B M , M O C B A B M E B , M B D G P E B , A B M n o i t a m r o f n I - M B D G P , E B t n e m e g a n a M E B n i i l a m o p D e t a u d a r g t s o P t n e m e g a n a M h c e T B E B A B M E B , E B , 3 9 2 6 7 9 1 2 , , 6 7 6 6 5 2 2 1 , , 9 2 3 3 0 2 8 , , 0 4 5 0 3 8 5 1 , , 6 8 8 1 7 6 8 , , 0 2 9 2 7 1 6 , , 6 2 1 6 3 6 9 , , 7 3 0 1 3 9 2 2 , , 0 7 9 3 1 3 8 1 , , 4 9 1 0 6 9 4 1 , , 0 9 9 6 0 5 2 1 , , 9 9 0 1 6 1 1 1 , , 8 6 8 5 5 6 6 , , 9 3 3 7 2 3 8 , , 7 7 4 6 6 1 8 1 , , 8 5 5 7 0 3 0 1 , , 9 8 8 9 8 5 6 , , 2 3 6 9 4 5 8 , g n i r e e n g n E i l a r e n e G d r o f n a t S . M B D G P E B , M B D G P h c e T M E B , , 9 6 1 8 0 8 6 , , 1 6 2 1 3 6 9 , , 2 8 7 0 9 6 4 1 , , 1 2 4 4 3 8 7 4 , M D G P , ) s n o h ( h c e T B M D G P , h c e T B , A C M O C B E B , I A B M E D G P E B , , 0 4 1 3 2 6 3 3 , , 0 3 6 4 7 2 7 , , 3 7 5 2 9 2 4 3 , , 3 2 3 0 3 1 2 1 , , 1 8 6 4 2 5 8 , 1 9 - r p A - 9 2 9 0 - t c O - 1 i r u d a h B t i j i h b A r i a N n a h t u h c A 8 9 - r p A - 5 1 2 0 - l u J - 8 0 0 - t c O - 0 3 2 1 - r a M - 0 2 2 0 - v o N - 1 1 r a k s a h B y a j A l e u m a S s i x e A l a i r o j a B t i m A a m r a h S t i m A g r a G h s e e n A 9 8 - r p A - 0 1 i n a J K l i n A 4 9 - n a J - 3 a h u G n u r A n a g n A 2 0 - t c O - 6 1 6 9 - y a M - 5 1 0 9 - y a M - 3 i g a b a R i l i n A a l l a h B j u n A h t e S g a r u n A 1 2 3 4 5 6 7 8 9 0 1 1 1 2 1 1 1 - l u J - 5 1 a v a t s a v i r h S g a r u n A 3 1 2 0 - r p A - 2 2 S V d n v a r A i 4 1 4 9 - v o N - 8 5 9 - b e F - 7 2 6 9 - r p A - 6 1 3 9 - y a M - 7 1 u j a r a m a R n u j r A r a m u K h s i h s A a v a t s a v i r S e s o p i l i h P k o h s A y h t a p i r T k o h s A 6 0 - y a M - 9 2 r o o p a K l u t A 8 0 - g u A - 1 1 d o o S r a m u K l u t A 6 6 - g u A - 7 1 i j m e r P H m i z A 2 1 - c e D - 3 i g n a r a S t n a k s a y A 3 1 - l u J - 5 2 0 - r p A - 7 1 i n a n a m a r b u s a a B l h s e n a G i K n a n a m a r b u s a a B l 2 9 - p e S - 3 M B y h t r u m u n a h B 0 1 - t c O - 4 a y h d A b a p B l i 5 9 - v o N - 6 N S r a k e h S a r d n a h C 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 75 n o i t a r e n u m e r ) ` ( i g n n o J i e h t f o e m a N e e y o p m E l l S . 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 l a n o i t a c u d E s s o r G f o e t a D . 4 1 0 2 l , s e u R ) l e n n o s r e P l a i r e g a n a M f o n o i t a r e n u m e R d n a t n e m t n o p p A i ( i s e n a p m o C e h t , I I I l X r e t p a h C f o ) 2 ( 5 e u R r e p s a n o i t a m r o f n I t r o p e R s ’ r o t c e r i D f o 2 H e r u x e n n A 01 Directors Report_2015.indd 75 6/21/2015 4:09:43 PM Wipro Limited l a n r e t n I r o f d a e H d n a t n e d i s e r P e c i V i r o n e S / d t L ) P ( l e t n o C a b a R t i d u A r e c ffi O y t i l a u Q i f e h C d n a t n e d i s e r P e c i V e r t n e C s s e n i s u B a d n i I - E G s e c i v r e S e m o c t u O s s e n i s u B - 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 r o i n e S h c e t o f n I r a p A - n o e z i v E d a e H l l a b o G e c n a r u s n I , 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 E P , r e b m e M d e h s i u g n i t s i D s m e t s y S n g i s e D e c n e d a C r e l l o r t n o C l a b o G l - t n e d i s e r P e c i V r o n e S i p u o r G a l r i B a y t i d A t n e d i s e r P e c i V d n A s c i t y l a n A o r r t a u Q t n e m e g a n a M t n e d i s e r P e c i V n I l s n o i t u o S h c e t s y S r e g a n a M l a r e n e G i l s e g o o n h c e T s s e N t n e d i s e r P e c i V s n o i t a c i n u m m o C a h s U n o i t a m r o f s n a r T l a b o G l l , t s i g o o n h c e T f e h C i t v P i l s e g o o n h c e T L E C X E D I d t L r e g a n a M l a r e n e G d e t i i m L s y s o f n I l a i r t s u d n I - d a e h l a b o l G & t n e d i s e r P e c i V l a c i t r e V g n i r u t c a f u n a M 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 l t n e m y o p m E t s r i F D T L P L A H e A B a t a n o S s n o i t a r e p O - t n e d i s e r P e c i V r o n e S i s e c i v r e S r e t u p m o C m a y t a S d e t i m L i l e s n u o C l a r e n e G & t n e d i s e r P e c i V r o n e S i m r i F h g u h C e h T s n o i t a r e p O s n o i t a r e p O - - 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 r e g a n a M l a r e n e G s e n i l r i A W N / m K l d t L d n a o r c i M l h s k a D l t n e m p o e v e D s s e n i s u B e t a r o p r o C - d a e H e t a v i r P g n i n r a e L x i d a R d e t i m L i r e c ffi O l i i a i c n a n F f e h C d n a t n e d i s e r P e c i V r o n e S i 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 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 t n e m y o p m E t s r i F i a d n I E G i l s e g o o n h c e T a x A s e c i v r e S & s e c i v e D l a c i d e M - 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 t n e d i s e r P e c i V s r e t u e R n o s m o h T k U l t n I r a t s e g a E l M C I I u s t i j u F 7 1 8 2 0 2 8 1 3 1 7 2 3 2 1 2 9 1 2 2 2 2 9 1 7 1 4 2 1 2 1 2 1 3 5 2 7 2 0 3 3 2 6 1 9 1 6 2 8 2 9 1 5 1 6 2 9 3 0 5 3 4 2 4 6 3 1 5 8 4 3 4 1 4 3 4 6 4 3 4 0 4 8 4 3 4 5 4 3 5 7 4 9 4 4 5 0 5 0 4 9 3 9 4 0 5 0 5 0 4 2 5 & g n i t e k r a M ( D G P E B , ) e c n a n F i I A W C I , A C , M O C B A C E B E B , D H P h c e T M h c e T B , , D H P h c e T M h c e T B , C Q S D G P , A B M C S M , M B D G P , h c e T B D E S N I - P L G , E B h c e T M . , h c e T B A C M , . C S B . c S M , . C S B . A B M i l a m o p D G P E B , , D H P h c e T M l a m o p D G P i , . . , C S B h c e T B . M L L , . B L L A B M E B , M O C B . C S B . , ) s n o H ( . 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y a M - 5 1 1 1 - g u A - 8 3 0 - r p A - 2 2 2 1 - g u A - 7 2 a h d a h C v a r u a G r a k r a S m a t u a G n a r d n a h c a m a R n a n h s i r k p o G i l l a h D v a r u a G 4 3 5 3 6 3 7 3 8 3 9 3 2 0 - l u J - 6 2 a s a v n i r S i . r D 3 3 2 1 - t c O - 0 1 R a h u G 0 4 4 9 - r a M - 5 1 e l r u B n a h s i K i r a H 4 9 - n u J - 7 2 n o n e M i r a H 4 9 - p e S - 5 L j a r u r u G 1 4 2 4 3 4 2 0 - r p A - 2 2 e d g e H d a s a r p i r a H 4 4 7 9 - t c O - 1 2 0 - v o N - 7 2 0 - g u A - 2 1 1 1 - t c O - 8 2 n a n h s i r K h s i r a H a i t a h B h s r a H r o t c a r t n o C r a d e h s o H 5 4 6 4 7 4 y e n h w a S t e e r p r e d n I 8 4 6 9 - g u A - 5 K u h b a r P t n a y a J 8 8 - t c O - 3 1 4 1 - r a M - 8 2 5 9 - g u A - 4 i r i h a L a t n a y a J y e D a t n a y a J a t t a D y a m r i t o y J 2 1 - r p A - 3 2 h a h S d a r a h S l a m a K 9 9 - t c O - 5 2 G y h t r o o M a v a s e K 0 5 1 5 2 5 3 5 4 5 5 5 2 0 - l u J - 1 i a r d n a h c n v a r P n i t a J 9 4 l l a a D 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 l a n o i t a c u d E s s o r G f o e t a D ) s r y ( n o i t a r e n u m e r ) ` ( i g n n o J i e h t f o e m a N e e y o p m E l l S . o N 76 01 Directors Report_2015.indd 76 6/21/2015 4:09:44 PM Annual Report 2014-15 I S G , e c ffi O n o i t a m r o f s n a r T s s e n i s u B - d a e H l a b o G l d n a t n e d i s e r P e c i V s e i r t s u d n I p r o c i n U s e c i v r e S b e W & A O S - t n e d i s e r P e c i V O D R D t n e d i s e r P e c i V l a i c n a n F e n O i l a t i p a C n o i t a m r o f s n a r T & n o i t i s n a r T - r e g a n a M l a r e n e G e c y o B & j e r d o G s e c i v r e S e r u t c u r t s a r f n I l a b o G l , r o t c e r i D l a b o G / l s m e t s y S x a m r e h T t n e d i s e r P e c i V s e c i v r e S l l a b o G S N W . d t L s m e t s y S - e e T l s s e n i s u B - d a e H s s e n i s u B & r e g a n a M l a r e n e G . d t L e r a w t f o S s m e t s y S G R O g n i c r u o s t u O l a t o T - r e g a n a M l a r e n e G e p u o r G s i c i l b u P r e g a n a M l a r e n e G s e c i v r e S l a i c n a n F i e l c a r O r e g a n a M l a r e n e G y n a p m o C t n e a T w o r G l t n e d i s e r P e c i V e s u o h r e t a W e c i r P s e c i v r e S g n i t s e T - t n e d i s e r P e c i V r o t c e r i D e v i t u c e x E d n a O E C E G o r p W i d t L I T I i a d n I h t u o S - d a e H s e a S l L P d n I o r c i M m a r g n I r e g a n a M l a r e n e G l s n o i t u o S m u d n e c s A l t s a E e d d M & a d n i i I , s e c i v r e S n o i t a c i l p p A d a e H y r e v i l e D l a c i t r e V & r e g a n a M l a r e n e G i l h e D S S X M t n e d i s e r P e c i V n o i t a z i n a g r O r o F e r t n e C d a b a r e d y H , t n e m p o e v e D l t n e m e g a n a M n o i t a r g m m i I l l a b o G t n e d i s e r P e c i V s l a r e h p i r e P p e W t v P i ) s t k M g n g r e m E & e p o r u E ( G C - d a e H l a c i t r e V r e n t r a P t n e i l C & r e g a n a M l a r e n e G s e c r u o s e R n a m u H - t n e d i s e r P e c i V W / S e h c s t u e D l i a t e R e c n a i l e R l x e F - I s t c a r t n o C d n u o b t u O & , R D e c n a i l p m o C f o d a e H & l e s n u o C l a r e n e G . y D s e i r t s u d n I e c n a i l e R p u o r G m r o f t a P s s e c o r P - l 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 r e g a n a M l a r e n e G d t L l a b o G e l l i b o m n O r e g a n a M l a r e n e G l t n e m y o p m E t s r i F t n e d i s e r P e c i V d t L t v P ) I ( i s t n a P n a i s A t n e d i s e r P e c i V m e t s y S o f n I i a d e m r e p y H r e g a n a M l a r e n e G l s n o i t u o S h c e t o c E n e e r g l l A 1 2 8 2 3 2 5 1 8 2 2 3 1 2 8 2 8 1 5 1 0 2 5 1 1 2 7 2 4 2 1 2 9 1 4 2 4 2 1 2 0 2 3 2 4 2 1 2 4 2 8 1 3 2 3 3 5 4 0 5 7 4 0 4 1 5 6 5 1 4 9 4 0 4 9 3 0 4 9 3 3 4 1 5 7 4 5 4 5 4 6 4 5 4 3 4 3 4 0 5 6 4 3 4 7 4 0 4 4 4 2 5 a m o p D l i ) e c n e i c S H C R A B . E B , A C M O C B ) . r r o C ( S M , s c i n o r t c e E - E B l E B r e t u p m o C ( c S M , . 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p e S - 5 N r a m u k a n h s i r K 8 5 7 0 - c e D - 0 1 i h g n S t n a w u K l 5 9 - y a M - 1 3 n a r a h d i r S a h d u m u K 0 0 - b e F - 1 1 2 1 - r a M - 8 2 1 9 - p e S - 0 1 1 0 - r a M - 7 2 i l S e a g h T d n a r a k a M y a l l i P h s i n a M a h m i s a r a N L y h t r u M K T n e i r u K 9 5 0 6 1 6 2 6 3 6 4 6 3 1 - b e F - 8 i a h n S h s i n a M 5 6 5 0 - v o N - 8 2 7 0 - n a J - 5 1 1 1 - l u J - 0 2 l h t e p a a H d n i l i M a t p u G l a n e e M a i t a h B n a h o M 8 9 - n u J - 8 l a w s i a J K j o n a M 6 6 7 6 8 6 9 6 4 9 - r p A - 2 R n a h o M 0 7 9 9 - r a M - 6 1 l a L B t i h o M 4 0 - p e S - 8 2 r a m u K y a j n u y t i r M 1 7 2 7 a v a t s a v i r S 2 1 - g u A - 1 i l a r u M 3 7 y h t a r a s a h t r a P 7 0 - c e D - 4 1 i i n e n d a S a n u j r a g a N 4 9 - g u A - 1 N e r o h s i K a d n a N 3 1 - t c O - 1 i n a y i t a M i i n d n a N 5 9 - n u J - 2 1 S P n a y a r a N 0 9 - c e D - 4 2 y o n e h S a n a y a r a N 5 9 - c e D - 1 7 0 - 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C S B . M B D G P M B D G P A B M E B , A B M r e t u p m o C ( h c e T B ) g n i r e e n g n E i , h c e T B h c e T M E B , 4 8 5 4 2 9 2 , , 4 2 1 5 7 3 5 , , 4 4 9 6 4 8 1 , , 6 4 5 3 8 3 4 , , 4 7 8 9 8 5 4 , , 9 3 7 4 7 1 3 , , 0 0 1 0 0 8 4 , , 0 7 8 5 4 5 5 , . , . C S B D G P a m o p D l i , A B M E B , A B M E B A B M , . , . C S B A C M M S G P , h c e T M E B , E B A B M E B , 8 8 4 8 7 3 7 , , 7 6 5 6 0 0 3 , , 1 7 5 4 0 5 4 , , 4 5 1 2 7 0 2 , E M , . . 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n a J - 1 2 r a k t o b m a J t n a y a J , 9 3 3 2 5 0 1 , 5 1 - b e F - 3 1 n a v a h g a R v e e j a R 1 8 1 l a i r t s u d n I n i a m o p D l i S C M , 6 3 4 4 8 7 t s o P , 7 7 5 3 6 5 5 1 - b e F - 6 1 t a g a h B p e e d n a S 0 0 - l u J - 1 2 a t p u G p e e d n a S e t a r o p r o C , s c i n o r t c e e l A B D G P A C M A B M A B , E B , 1 5 6 3 7 4 4 , , 4 0 3 4 0 0 4 , , 0 3 7 6 8 3 1 , 2 1 - n u J - 7 h s i t a S 7 8 1 i m a n a m a r b u S 4 0 - r p A - 5 5 1 - n a J - 7 n a r a k n a S r a k e S a j a r a g a N n a v e S l 8 8 1 9 8 1 81 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 l a n o i t a c u d E s s o r G f o e t a D h t n o m r e p c a l 5 ` e v o b a y r a l a s e g a r e v a n a h t i w r a e y e h t f o t r a p r o f d e y o p m E l 01 Directors Report_2015.indd 81 6/21/2015 4:09:45 PM Wipro Limited & e t i l l e t a S , e l b a C - r e g a n a M l a r e n e G s e c i v r e S y c n a t l u s n o C a t a T r e c ffi O i t n e m e r u c o r P f e h C & t n e d i s e r P e c i V i a d n I t f o s o r c i M i t n e m n a t r e t n E r e g a n a M l a r e n e G s e c i v r e S y c n a t l u s n o C a t a T r e g a n a M l a r e n e G h c e T m a e r t S n e p O I S G , d a e H y r e v i l e D l a b o G l & t n e d i s e r P e c i V p r o C t f o s o r c i M l i c n u o C e r u t c e t i h c r A - d a e H a d i r o F l l t n C f O v n U i t n e d i s e r P e c i V D S I & t c a p n e G d a e H e c i t c a r P l a b o G l d n a r e g a n a M l a r e n e G l m o c e e T d n a e r a c h t l a e H , g n i r u t c a f u n a M P A S - i d t L a r d n h a M & a r d n h a M i & t v o G - d a e H l a c i t r e V & r e g a n a M l a r e n e G e c n e f e D e r a w t f o S p r o c i n U I S G , S M S I , s s e n i s u B m o c e e T - d a e H l r e g a n a M l a r e n e G y v a N n a d n i I s i s a h p M 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 ) s r y ( 3 2 1 2 8 1 3 2 6 2 3 1 8 2 2 2 3 2 8 2 3 3 5 2 6 4 4 4 1 4 8 4 0 5 5 3 4 5 3 4 8 4 0 5 7 5 9 4 , h c e T B M D G P h c e T B A B M , M D G P , E B , D H P h c e T B A B M E M E B , E B A B M , ) l a c i n a h c e M ( E B , 2 1 3 7 2 5 7 , , 0 9 4 7 9 5 1 , , 0 2 9 1 8 0 6 , , 2 9 6 4 9 7 3 , , 1 2 1 3 7 5 0 1 , , 9 2 4 2 5 0 3 , , 5 2 5 9 9 9 1 , , 9 3 5 7 0 4 6 , 3 0 - v o N - 4 2 n a v a s e K r i h d u S 3 0 - r a M - 4 2 r i a N r a m u K r i h d u S 8 0 - g u A - 1 a t p u g n e S o i r p u S 4 1 - t c O - 7 2 9 9 - p e S - 6 9 9 - b e F - 5 1 l e a k m o G S v a h b a V i r e k k u M i t p u r T r a k s a h B a y a d U l i t a p a u m e V 1 1 - v o N - 7 y m a s a i r e P r a m u k a v S i 0 9 1 9 9 - v o N - 8 R G s a v n i r S i 1 9 1 M D G P E B M B D G P , 1 7 9 8 8 7 0 1 - y a M - 3 a m r e V p e e D y a j i V E B , 3 8 6 3 5 8 5 1 - r a M - 4 a l r e T l a p o g u n e V , 7 6 0 8 3 5 2 , 2 1 - r a M - 6 2 a m r a h S y a j i V , 3 1 1 2 3 0 2 , 5 9 - n u J - 1 a m r a h S k e v V i 1 0 2 : s e t o N 2 9 1 3 9 1 4 9 1 5 9 1 6 9 1 7 9 1 8 9 1 9 9 1 0 0 2 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 l a n o i t a c u d E s s o r G f o e t a D n o i t a r e n u m e r ) ` ( i g n n o J i e h t f o e m a N e e y o p m E l l S . o N 82 n o i t i n fi e d e h t r e p s a 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 , 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 , s e c n a w o l l a , 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 l 5 e u R f o ) 2 ( e u r - b u s l f o ) i i i ( e s u a l c r e p s a 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 l r o % 2 s d o h 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 t p e c x e s e e y o p m e e h t l f o e n o N . 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 . e m i t f o d o i r e p a r e v o t s e v h c i h w s e e y o p m e o t d e t n a r g ) s U S R ( l s t i n U k c o t S d e t c i r t s e R f o e u a v d e t a r - o r p a s e d u l c n l i o s l a t I . 3 1 0 2 i , t c A s e n a p m o C e h t f o ) 8 7 ( 2 n o i t c e S n i i d e n a t n o c . y n a p m o C e h t f o r o t c e r i d y n a f o e v i t a e r a s i l l s e e y o p m e d e n o i t n e m e v o b a e h t f o e n o n , 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 A d a h s i R t p e c x E . 4 1 0 2 l , s e u R ) l e n n o s r e P l a i r e g a n a M f o n o i t a r e n u m e R d n a t n e m t n o p p A i ( i s e n a p m o C f 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 f o s r a u c i t r a p l l , 4 1 0 2 l , s e u R ) l e n n o s r e P l a i r e g a n a M f o n o i t a r e n u m e R d n a t n e m t n o p p A i i ( s e n a p m o C e h t l f o 5 e u R o t o s i v o r p e h t f o s m r e t n I e h t n i d e d u l c n i n e e b t o n e v a h , e b y a m e s a c e h t s a , h t n o m s e e p u r c a l e v fi r o r a e y l a i c n a n fi r e p s e e p u r c a l y t x i s n a h t e r o m g n w a r d i , s e v i t a e r l r i e h t r o s r o t c e r i d g n e b t o n a d n i i I , e d i s t u o . t n e m e t a t s e v o b a . 1 . 2 . 3 . 4 . 5 01 Directors Report_2015.indd 82 6/21/2015 4:09:45 PM Annual Report 2014-15 CORPORATE GOVERNANCE REPORT 2014-15 We believe in adopting best practices of Corporate Governance and striving for continuous improvement. Our guiding principles and practices followed by all stakeholders are summarized in this Corporate Governance Report. These are articulated through Company’s Code of Business Conduct, Corporate Governance Guidelines and charters of various sub-committees of the Board and Company’s Disclosure Policy. These policies seek to focus on enhancement of long term shareholder value without compromising on ethical standards and corporate social responsibilities. 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 • • Make customers successful Team, innovate and excel Act with Sensitivity • • Respect for the individual Thoughtful and responsible Unyielding Integrity • • Delivering on commitments Honesty and fairness in action Given below are “Wipro Tenets” which was articulated in the year 2014 • • • We live and act with speed , simplicity and excellence We collaborate to deliver  superior results for our stakeholders We strive to hire, retain and grow our people as we consider them our most valuable resource Corporate Governance philosophy is put into practice at Wipro through the following four layers, namely, • • • • Governance by Shareholders, Governance by Board of Directors, Governance by Sub-committees of Board of Directors, and Governance of the management process FIRST LAYER: GOVERNANCE BY SHAREHOLDERS Annual General Meeting Annual General Meeting for the year 2014-15 is scheduled to be held on July 22, 2015 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. The facility to appoint a proxy to represent the members at the meeting is also available for the members who would be unable to attend the meeting. You are required to fill a proxy form and send it to us latest by July 20, 2015 before 4 pm. You can also cast your vote electronically by following the instructions of e-voting sent separately. • • • • Customer is at the core of everything we do and we take personal responsibility for their success - We act like owners Annual General Meetings and other General Body meeting of the last three years and Special Resolutions, if any. We aim to create and deliver business value  pro-actively to customers through innovation We keep our commitments and are trusted by our customers 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 (last one being special resolution). We want to be a truly Global Company reflected in our mindset, our workforce, our leadership and our decision making • • Re-appointment of Mr. Jagdish N Sheth as a Director. Re-appointment of Mr. Henning Kegermann as a Director. 83 02 Corporate Governance_2015.indd 83 6/21/2015 4:11:59 PM Wipro Limited• • • Re-appointment of Mr. Shyam Saran as a Director. 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:. Appointment of Mr Vyomesh Joshi as Director Re-appointment of Mr Azim H Premji as Chairman and Managing Director – special resolution No resolution was passed through postal ballot in the FY 2014-15. Financial Calendar Our tentative calendar for declaration of results for the financial year 2015-16 is as given below: Table 01: Calendar for Reporting Quarter ending For the quarter ending June 30, 2015 For the quarter and half year ending September 30, 2015 For the quarter and nine months ending December 31, 2015 For the year ending March 31, 2016 Release of results Fourth week of July 2015 Fourth week of October 2015 Fourth week of January 2016 Fourth week of April 2016 Re-appointment of Mr Suresh C Senapaty as the Chief Financial Officer and Executive Director In addition, the Board may meet on other dates if there are special requirements. Special Resolution passed during the Financial Year 2012-13 through the Postal Ballot Procedure for approval of Wipro Equity Reward Trust Employee Stock Purchase Plan 2013. The details of the voting pattern, name of the scrutinizer and the procedure adopted for postal ballot is available in Company’s website: www.wipro.com For the year 2013-14 we had our Annual General meeting on July 23, 2014 at 4:00pm. 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 (last three being Special Resolutions). Appointment of Mr Vyomesh Joshi as an Independent Director Appointment of Mr Vaghul as an Independent Director Interim Dividend Your Board of Directors declared an Interim Dividend of ` 5/- per share on equity shares of face value of ` 2/- each on January 16, 2015. Record Date for Interim Dividend The record date for the purpose of payment of Interim Dividend was fixed as January 23, 2015, and the Interim Dividend was paid to the shareholders who were on the Register of Members as of the closing hours of January 23, 2015. Final Dividend Your Board of Directors has recommended a Final Dividend of ` 7 per share on equity shares of face value of ` 2/- each. This is subject to approval by shareholders. Appointment of Dr Ashok S Ganguly as an Independent Director Date of Book closure Appointment of Dr Jagdish N Sheth as an Independent Director Appointment of Mr William Arthur Owens as an Independent Director Appointment of Mr M K Sharma as an Independent Director Appointment of Ms Ireena Vittal as an Independent Director Adoption of new substituted Articles of Association to align with the provisions of Companies Act, 2013 Amendments to Wipro Employee Restricted Stock Unit Plan 2004, Wipro Employee Restricted Stock Unit Plan 2005, Wipro Employee Restricted Stock Unit Plan 2007 and Wipro Equity Reward Trust Employee Stock Purchase Scheme 2013, and Wipro Equity Reward Trust (WERT). • Payment of remuneration to Non-Executive Directors 84 Our Register of members and share transfer books will remain closed on July 22, 2015. Final Dividend Payment Date Dividend on equity shares as recommended by the Directors for the year ended March 31, 2015, when approved at the Annual General Meeting, will be paid on July 31, 2015 (i) 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 21, 2015. (ii) 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 • • • • • • • • • • • • 02 Corporate Governance_2015.indd 84 6/21/2015 4:11:59 PM Annual Report 2014-15Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the closing hours on July 22, 2015. 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, 2015 and the stock codes are: Table 02: Stock codes Equity shares Bombay Stock Exchange Limited (BSE) National Stock Exchange of India Limited (NSE) American Depository Receipts New York Stock Exchange (NYSE) Notes: Stock Codes 507685 WIPRO WIT 1. 2. 3. Listing fees for the year 2014-15 has been paid to the Indian Stock Exchanges as on date of this report. Listing fees to NYSE for the calendar year 2015 has been paid as on date of this report. The stock code on Reuters is WPRO@IN and on Bloomberg is WIPR.BO Table 03 : Market Share Price Data The performance of our stock in the financial year 2014-15 is tabulated below: Monthly high and low price points and volume in National Stock Exchange and New York Stock Exchange is provided below: June 37869291 May 50013778 April 43091008 Month Volume traded NSE (No. of Shares) Price in NSE during the month (in ` per share) 588.55 High Date 529.20 15-Apr-14 13-May-14 546.40 30-Jun-14 July 45670538 August September 32134568 28863135 October November December 29893649 38244814 42071917 January 45850659 February March 34197595 35061905 576.85 565.25 24-Jul-14 28-Aug-14 596.80 30-Sep-14 618.50 585.80 7-Oct-14 28-Nov-14 593.85 3-Dec-14 607.25 28-Jan-15 669.00 18-Feb-15 672.45 3-Mar-15 519.25 1431986 2355416 1927501 3001899 3069833 492.05 4-Jun-14 1745959 535.30 16-Jul-14 882973 536.00 1-Aug-14 1717523 482.05 25-Apr-14 19-May-14 3612336 3071291 Volume traded NSE (No. of Shares) Low Date Volume traded NSE (No. of Shares) S&P CNX Nifty Index during each month High Low Wipro Price Movement vis-as-vis Previous Month High/Low (%) -2.1 -11.2 High % 0.50 -7.72 Low % S&P CNX Nifty Index Movement vis a vis Previous Month High/Low (%) 2.68 3.77 High % 4.34 9.64 Low % 6840.80 6675.30 7367.10 6652.55 7656.40 7362.50 7954.35 7568.55 7830.60 7454.15 -0.33 -4.08 9.05 -0.43 1.55 1.51 2.22 1.23 5.28 8.07 3.14 2.03 2468336 2088223 1963275 1130152 3144370 1133545 1801839 559.45 16-Sep-14 1618102 553.70 28-Oct-14 2307114 553.45 535.15 7-Nov-14 17-Dec-14 2189924 3034146 541.10 7-Jan-15 1557297 619.20 612.15 4-Feb-15 27-Mar-15 2559929 1673112 8173.90 7911.85 8322.20 7748.20 8588.25 8324.15 8564.40 8029.80 8952.35 8102.10 8901.85 8526.35 8996.25 8341.40 5.28 3.83 1.78 -2.11 3.51 -1.03 3.09 6.92 -5.64 -0.05 -0.27 -3.67 1.35 -3.41 4.33 0.89 2.21 1.10 -0.56 4.98 9.23 12.61 1.04 -2.22 0.51 -1.15 3.77 9.64 85 02 Corporate Governance_2015.indd 85 6/21/2015 4:12:00 PM Wipro Limited ADS Share Price during the financial year 2014-15 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 $ April 11.96 May 11.14 June 11.89 July August September October November December January February March 13.32 12.16 12.86 13.78 11.32 11.96 12.2 12.9 11.55 7231.8 7377 7474 7611 7786 7526.1 7547 7701 7503.6 7411 7857 7623.2 -12.04 -7.36 -2.94 3.43 1.64 0.33 5.43 -14 11.98 6.68 -3.45 -2.94 -0.02 1.97 1.3 1.79 2.26 -3.46 0.27 2.01 -2.63 -1.25 5.68 -3.07 The performance of the Wipro equity share and Wipro ADR relative to the CNX IT index, Nifty index, NYSE TMT index during the period April 1, 2014 to March 31, 2015 is given in the following chart: 140 130 120 110 100 90 80 70 60 4 1 - r p A - 1 4 1 - y a M - 1 4 1 - n u J - 1 4 1 - l u J - 1 4 1 - g u A - 1 4 1 - p e S - 1 4 1 - t c O - 1 4 1 - v o N - 1 4 1 - c e D - 1 5 1 - n a J - 1 5 1 - b e F - 1 5 1 - r a M - 1 Wipro CNXIT Nifty Wipro ADR NYSE TMT Base 100 = April 1, 2014 86 02 Corporate Governance_2015.indd 86 6/21/2015 4:12:00 PM Annual Report 2014-15Other information Table 04: Share Capital History Type of Issue Year of Issue Bonus shares/ Stock Split ratio 1:3 1:1 1:1 1:1 10:1 1:1 1:1 1:1 2:1 5:1 1:1 2:1 1:1 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 Issue 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 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 1946 1971 1980 1985 1985 1987 1990 1990 1992 1995 1995 1997 1999 2000 On various dates (Upto the record date for issue of year 2004) 2004 O n v a r i o u s d a t e s ( U p t o March 31,2005) On various dates (Upto the record date for issue of year 2005) 2005 On various dates (Upto March 31, 2006) On various dates upto March 31, 2007 On various dates upto March 31, 2008 March 26, 2009 On various dates upto March 31, 2009 Face Value of Shares (`) 100/- 100/- 100/- 100/- 100/- 100/- 10/- 10/- 10/- 10/- Shares Allotted Number Number No. of Shares total Total Paid Up capital (`) 17,000 5,667 22,667 1,500 45,334 92,168 1,700,000 566,700 2,266,700 1,50,000 4,533,400 9,216,800 1,843,360 3,686,720 265,105 18,433,600 36,867,200 2,651,050 17,000 22,667 45,334 46,834 92,168 184,336 1,843,360 3,686,720 7,373,440 7,638,545 1,700,000 2,266,700 4,533,400 4,683,400 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 1,396,893,780 703,570,522 1,407,141,044 2/- 2,323,052` 4,646,104 705,893,574 1,411,787,148 2/- 705,893,574 1,411,787,148 1,411,787,148 2,823,574,296 27,934,238 1,425,754,267 2,851,508,534 2/- 13,967,119 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 2/- 968,803 1,937,606 1,462,422,123 2,924,844,246 2/- 2,558,623 5,117,426 1,464,980,746 2,929,961,492 87 02 Corporate Governance_2015.indd 87 6/21/2015 4:12:00 PM Wipro Limited                                    Type of Issue Year of Issue Bonus shares/ Stock Split ratio Face Value of Shares (`) Shares Allotted Number Number No. of Shares total Total Paid Up capital (`) Allotment of Equity Shares pursuant to exercise of stock options Bonus issue 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 Allotment of Equity Shares pursuant to Exercise of stock options On various dates upto March 31, 2010 2010 On various dates upto March 31, 2011 On various dates upto March 31st 2012 On various dates upto March 31st 2013 On various dates upto March 31st 2014 On various dates upto March 31st 2015 2/- 3,230,443 6,460,886 1,468,211,189 2,936,422,378 2:3 2/- 979,765,124 1,959,530,248 2,447,976,313 4,895,952,626 12,865,664 2,454,409,145 4,908,818,290 2/- 6,432,832 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 2,466,317,273 4,932,634,546 2/- 2,725,765 5,451,530 2,469,043,038 4,938,086,076 History of Dividend declared for the last seventeen 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) 2013-14 (Final Dividend) 2014-15 (Interim Dividend) 88 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) `5.00 Per Share (Face value ` 2) `5.00 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% 250% 250% 02 Corporate Governance_2015.indd 88 6/21/2015 4:12:01 PM Annual Report 2014-15                Table 05 Mergers and Demergers Merging Company Wipro Infotech Limited Wipro Systems Limited Wipro Computers Limited 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 Private Ltd. and Wipro Technology Services Limited Merger/Demerger Appointed Date Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Merger Demerger Merger 1-Apr-94 1-Apr-94 1-Apr-99 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 National ECS facility Payment 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 payments 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 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 July 22, 2015 their correct Bank Account Number, including 9 digit MICR Code and 11 digit IFSC Code, E-mail ID and mobile No(s). Shareholders holding shares in physical form may communicate details relating to their Bank Account, 9 digit MICR Code and 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 Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, before July 22, 2015 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 the their PAN card. 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. 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. 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 In case dividend payment by electronic mode is returned or rejected by the corresponding bank due to certain reasons, the Annual Report: Annual Report containing audited standalone accounts, consolidated financial statements together with 89 02 Corporate Governance_2015.indd 89 6/21/2015 4:12:01 PM Wipro LimitedDirectors’ report, Auditors report and other important information are circulated to members entitled thereto. Other Disclosures/Filings: Further, our Form 20- F filed with Securities Exchange Commission also contains detailed disclosures and along with other disclosures including Press Releases etc. are available in our website link http://www.wipro. com/investors/ Table 06: Communication of Results Means of communications Number of times during 2014-15 Earnings Calls Publication of results Analysts meet 4 4 2 International Securities Identification Number (ISIN) Address for correspondence The address of our Registrar and Share Transfer Agents is given below. M/s Karvy Computershare Private Ltd. Unit: Wipro Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032. Phone: 040-23420818 Fax:040 23420814 Contact person: Mr. B. Srinivas - E-mail id: srinivas.b@karvy.com Mr. Rajitha Cholleti - E-mail id: rajitha.cholleti@karvy.com Shareholders Grievance can also be sent through email to the following designated email id: einward.ris@karvy.com 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. 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 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 Wipro American Depository Scrip is 97651M109. 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 Web-based Query Redressal System 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. Registrar and Transfer Agents Company’s share transfer and related operations is operated through its 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. Outstanding ADR/GDR/Warrants or any other Convertible instruments, conversion date and likely impact on equity The Company has 1.96 % of outstanding ADRs as on March 31, 2015. Members may utilize this 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 annual reports and shareholder grievance. The contact details are provided below: Mr. M Sanaulla Khan Company Secretary Wipro Limited Doddakannelli Sarjapur Road Bangalore 560 035 Ph: 91 80 28440011 (Extn 226185) Fax: 91 080 28440051 Email: sanaulla.khan@wipro.com 90 02 Corporate Governance_2015.indd 90 6/21/2015 4:12:01 PM Annual Report 2014-15Mr. G Kothandaraman Head- Secretarial & Compliance Wipro Limited Doddakannelli Sarjapur Road Bangalore-560035 Ph: 91 80 28440011 (Extn 226183) Fax: 91 080 28440051 Email- kothandaraman.gopal@wipro.com Mr. Abhishek Jain Senior Manager, 2 Tower Center, Boulevard, 22nd Floor, East Brunswick, NJ-08816, USA Ph : +1 617 849 2398 Fax: +1 8005724852 Email: abhishek.jain2@wipro.com Analysts can reach our Investor Relations Team for any queries and clarification Financial/Investor Relations related matters: Ph : 91 80 28440011 (226186) Fax: 91 80 28440051 Email: aravind.viswanathan@wipro.com Ph : 91 80 28440011 (226143) Fax: 91 80 28440051 Email: pavan.rao@wipro.com Mr. Aravind Viswanathan Vice President and Corporate Treasurer Wipro Limited Doddkannelli Sarjapur Road Bangalore 560 035 Mr. Pavan N Rao Senior Manager Investor Relations Wipro Limited Doddkannelli Sarjapur Road Bangalore 560 035 Description of voting rights 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: • • • • Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year : Nil 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 Table 07 Distribution of Shareholding as on March 31, 2015 Category (Amount) 31/03/2015 31/03/2014 No. of share- holders % of share- holders No. of shares % of total equity No. of share- holders % of share- holders No. of shares % of total equity 1-5000 209,007 97.85 22,933,026 0.93 205,785 97.77 22,760,137 5001- 10000 10001- 20000 20001- 30000 30001- 40000 40001- 50000 50001- 100000 100001& Above 1,637 1,075 424 234 144 339 728 0.77 0.50 0.20 0.11 0.07 0.16 5,868,639 7,618,486 5,199,653 4,074,519 3,227,405 12,263,597 0.24 0.31 0.21 0.17 0.13 0.50 0.34 2,407,857,713 97.51 1,642 1,114 419 235 162 346 768 0.78 0.53 0.20 0.12 0.08 0.16 5,863,715 7,914,500 5,155,976 4,067,749 3,648,380 12,447,883 0.93 0.24 0.32 0.21 0.16 0.15 0.50 0.36 2,404,458,933 97.49 Total 213,588 100.00 2,469,043,038 100.00 210,471 100.00 2,466,317,273 100.00 91 02 Corporate Governance_2015.indd 91 6/21/2015 4:12:01 PM Wipro LimitedDematerialisation of Shares and Liquidity 98.22% of outstanding equity shares have been dematerialised upto March 31, 2015. SECOND LAYER: GOVERNANCE BY THE BOARD OF DIRECTORS Composition of Board As of March 31, 2015, we had seven non-executive directors and three executive directors, of which one executive director is Chairman of our Board. All of the seven non-executive directors are independent directors 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 listing agreement with the Indian Stock Exchanges and the New York Stock Exchange Corporate Governance standards. The profiles of our Directors are given from page no. 14 to 19 of this report. Information flow to the Board Members Information is provided to the Board members on a continuous basis for their review, inputs and approval from time to time. More specifically, we present our annual Strategic Plan and Operating Plans of our business to the Board for their review, inputs and approval. Likewise, our quarterly financial 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 the Board of Directors 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 is communicated in advance to the Directors to enable them attend the meetings. 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. 92 In addition, every quarter, Independent Directors meet amongst themselves exclusively. The Board met four times in financial year 2014 viz., on, April 16-17, 2014, July 24, 2014, October 22, 2014 and January 16, 2015. The maximum interval between any two meetings did not exceed 120 days. Table-08: The attendance of the directors at the Board Meetings for the year ended March 31, 2015 is provided in the below table: Name Position Chairman Mr. Azim H Premji Member Mr. N Vaghul Mr. M K Sharma# Member Member Ms. Ireena Vittal Dr. Ashok S Ganguly Member Mr. William Arthur Owens Member Mr. Vyomesh Joshi## Member Mr. Jagdish Sheth### Member Member Mr. T K Kurien Member Dr. B C Prabhakar* Mr. Shyam Saran** Member Dr. Henning Kagermann*** Member Member Mr. Suresh C Senapaty Number of Board Meetings attended 4 4 3 4 4 4 4 3 4 1 1 1 4 # Mr. M K Sharma did not attend the Board Meeting held on October 22, 2014. ## Mr. Vyomesh Joshi attended the Board Meeting held on October 22, 2014 over a conference call. ### Dr. Jagdish N Sheth did not attend the Board Meeting held on January 16, 2015. * Mr. BC Prabhakar ceased to be a member of the Board with effect from July 23, 2014. ** Mr. Shyam Saran ceased to be a member of the Board with effect from July 23, 2014. *** Dr. Henning Kagermann resigned from the Board with effect from June 30, 2014. Post-meeting follow-up system After the board meeting, we have 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. Disclosure of materially significant related party transactions All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. 02 Corporate Governance_2015.indd 92 6/21/2015 4:12:01 PM Annual Report 2014-15All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. As required under Clause 49(VIII) of the Listing Agreement, the Company has adopted a policy on Related Party Transaction, Framework document around the Policy and certification process for purpose of identification, monitoring and reporting of such transactions. The abridged policy on Related Party Transactions as approved by the Audit Committee and the Board is available on the Company’s website at www.wipro.com None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company. During the year 2014-15, 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 and have given undertakings to that effect as per clause 49 of the Listing Agreement. Register under Section 188 of the Companies Act, 2013 is maintained and particulars of transactions are entered in the Register, wherever applicable. 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 for the mechanism of the Whistle Blower Policy and its adoption are mentioned in Director’s Report. Lead Independent Director 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. Appointment of Directors The provisions of the Companies Act, 2013 with respect to appointment and tenure of the independent Directors have come 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 Annual General Meeting. The Board of Directors of the Company adopted the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the Listing Agreement. Details of 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. Policy for Selection and Appointment of Directors and their Remuneration Board Governance, Nomination and Compensation Committee have adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and payment of their remuneration. The Policy is accordingly derived from the said Charter. Criteria of selection of Independent Directors The Board Governance, Nomination and Compensation Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Independent Director. i. Qualification, expertise and experience of the Directors in their respective fields such as expertise or experience in Information Technology Business, Scientific Research & Development, International Markets, Leadership, Risk Management and Strategic Planning etc. ii. Personal, Professional or business standing; iii. Diversity of the Board. In case of appointment of Independent Directors, the Board Governance, Nomination and Compensation Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively. The Board Governance, Nomination and Compensation Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013. In case of re-appointment of Independent Directors, the Board shall take into consideration the performance evaluation of the Independent Directors and their engagement level. Familiarization programme of Independent Directors The Board of Directors is responsible for overall 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 93 02 Corporate Governance_2015.indd 93 6/21/2015 4:12:01 PM Wipro Limitedon a periodic basis. Details regarding femilizations programme are provided in Company’s Corporate Governance Guidelines which is available in www.wipro.com. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The template of the letter of appointment is available on our website –www.wipro.com Remuneration Policy and Criteria of making payments to Directors, Senior Management and Key Managerial Personnel The Independent Director shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings and commission as detailed hereunder: An Independent Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. An Independent Director will also be entitled to receive commission on a quarterly basis, of such sum as may be approved by the Board or shareholders on the recommendation of the Board Governance, Nomination and Compensation Committee. The total commission payable to the Directors shall not exceed 1% of the net profits of the Company during the Financial Year. The commission shall be payable on prorata basis to those Directors who occupy office for part of the year. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company. In determining the remuneration of Chairman and Managing Director, Executive Director, Senior Management Employees and Key Managerial Persons the Committee shall ensure / consider the following: a) b) c) d) the relationship of remuneration and performance benchmark is clear; the balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals; the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus; the remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company’s performance vis-à-vis the annual achievement, individuals’ performance vis-à-vis KRAs / KPIs, industry benchmark and current compensation trends in the market. Board Governance, Nomination and Compensation Committee recommend the remuneration for the Chairman and Managing Director, other Executive Directors, Senior Management and Key Managerial Personnel. The payment of remuneration to Executive Directors is approved by the Board and Shareholders. Prior approval of shareholders is also obtained in case of remuneration to non-executive directors. Details of Remuneration to Directors Table 09 provides the remuneration paid to the Directors for the services rendered during the financial year 2014-15. No stock options were granted to any of the Independent Non-Executive Directors during the year 2014-15. 94 02 Corporate Governance_2015.indd 94 6/21/2015 4:12:01 PM Annual Report 2014-15Table 09: Directors remuneration paid and grant of stock options during financial year 2014-15 i j m e r P H m i z A ) 4 ( 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 r u h t r A m a i l l i W s n e w O ) 1 ( y t a p a n e S C h s e r u S ) 2 ( n a r a S m a y h S ) 3 ( n n a m r e g a K i g n n n e H . r D 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 n e i r u K K T None None None None None None None None None None None None None - 3,000,000 - 1,310,184 31,983,444 4,166,667 575,000 196,666*. 3,166,667 241,666* 12,663,794 19,766,500 500,000 37,500* 2,816,667 196,666* 2,733,333 7,559,820 15,374,980 8,138,483 12,861,722 - - - - - - - - - - - - - - - - - - 5,698,359 - - - - - 3,152,402 38,525,200 5,842,434 - - Upto 6 months - - - 280,000 40,000 120,000@ 160,000 220,000@ - - - - - - - 2,230,147 - - 4,535,619 - 150,000 Upto 6 months - - - - - - - - - - - - - 240,000 60,000@ 180,000 - - - - Relationship with directors Salary Allowances Commission/ Incentives/ Variable Pay Other annual compensation Retirals Sitting fees Grant of Restricted Stock Units Notice period * Figures mentioned are rupee equivalent – as amounts payable in $ @ Figures in Rupee equivalent to amount paid in foreign currency (1) Mr Suresh C Senapaty retired from the Board and from the services of the Company with effect from close of business hours of March 31, 2015. (2) Mr Shyam Saran ceased to be a member of the Board with effect from July 23, 2014 (3) Dr Henning Kagermann resigned from the Board with effect from June 30, 2014 (4) Mr B C Prabhakar ceased to be a member of the Board with effect from July 23, 2014 Table 10: Key Information pertaining to directors as on March 31, 2015 Category Date of appointment Date of appointment as Independent Director Under Companies Act, 2013 and Clause 49 of Listing Agreement Directorship in other companies* Chairmanship in Committees of Board of other companies** Only membership in Committee of Board of other companies** Attendance at the last AGM held on July 23, 2014 No. of shares held as on March 31, 2015 Director Identification Number Azim H Premji Promoter Director 01.09.1968 - 11 N Vaghul Dr. Jagdish N Sheth Dr. Ashok S Ganguly William Arthur Owens Independent Director Independent Director Independent Director Independent Director 09.06.1997 July 23, 2014 01.01.1999 July 23, 2014 01.01.1999 July 23, 2014 01.07.2006 July 23, 2014 Suresh C Senapaty(1) Executive Director 18.04.2008 T K Kurien M K Sharma Vyomesh Joshi Ireena Vittal - - Executive Director 01.02.2011 Independent Director Independent Director Independent Director 01.07.2011 July 23, 2014 01.10.2012 July 23, 2014 01.10.2013 July 23, 2014 4 1 3 0 2 0 10 0 6 1 3 0 1 0 1 0 4 0 2 0 4 0 1 0 1 0 10 0 6 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 95,419,432@ 0 0 00234280 00002014 00332717 1,867 00010812 0 00422976 180,386 161,842 0 0 0 00018711 03009368 00327684 06404484 05195656 * This does not include position in foreign companies, position as an advisory board member but include position in private companies. ** None of our Directors were members in more than 10 committees and not acted as Chairman of more than five committees across all companies in which they were Directors. The Committee membership and Committee chairmanship shown above includes Audit Committee, Compensation Committee, Board Governance/Nomination Committee and Administrative, Shareholders & Investors Grievance Committee (Stakeholders Relationship Committee). @ includes shares held jointly with immediate family members. (1) Mr Suresh C Senapaty retired from the Board and from the services of the Company with effect from close of business hours of March 31, 2015. 95 02 Corporate Governance_2015.indd 95 6/21/2015 4:12:02 PM Wipro Limited THIRD LAYER: GOVERNANCE BY THE SUB-COMMITTEE OF THE BOARD OF DIRECTORS Committee and also participate in the Audit/Risk and Compliance Committee meetings. 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 for information or approval. We have four sub-committees of the Board as of March 31, 2015. Audit/Risk and Compliance Committee Our Chief Financial Officer and other Corporate Officers make periodic presentations to the Audit/Risk and Compliance Committee on various issues. Our Audit/Risk and Compliance Committee met seven times during the financial year – April 16, 2014, May 20, 2014, July 23, 2014, August 21, 2014, October 20, 2014, January 15, 2015 and March 9, 2015. The composition of the Audit/Risk and Compliance Committee and their attendance are given in Table 11. Board Governance, Nomination and Compensation Committee which also oversees the CSR initiatives of the Company Table 11 Name • • • • Strategy Committee Administrative, Shareholders and Investors Grievance Committee (Stakeholders Relationship Committee) Audit/Risk and Compliance Committee The Audit/Risk and Compliance Committee of the Board of Directors, reviews, 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 To review compliance with legal and statutory requirements 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 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 96 N Vaghul M.K.Sharma B C Prabhakar** Ireena Vittal Position Chairman Member Member Member Number of meetings attended 7* 7* 2 6 * Participated one meeting through tele-conference ** Mr. B.C. Prabhakar ceased to be a member of this Committee from July 23rd 2014. Board Governance, Nomination and Compensation Committee The primary responsibilities of the Board Governance, Nomination and Compensation Committee are: • • • • • • • • • 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. Formulate the disclosure Policy, its review and approval of disclosure. Formulate policy on Board diversity Layout remuneration principles for employees linked to their effort, performance and achievement relating to Company’s goals 02 Corporate Governance_2015.indd 96 6/21/2015 4:12:02 PM Annual Report 2014-15Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Board Governance, Nomination and Compensation Committee. The Board Governance, Nomination and Compensation Committee of the Board met four times on – April 16, 2014, July 23, 2014, October 20, 2014, January 15, 2015 during the financial year 2014-15. - Examine specific proposals such as acquisition or divestment of companies or similar such proposals requiring the approval of the Board and make appropriate recommendations to the Board The Strategy Committee met two times in the financial year on April 16, 2014, July 23, 2014. Table 13: The composition and attendance of the Strategy Committee. Table 12: The composition and attendance of the Board Governance, Nomination and Compensation Committee. Name Position Number of meetings attended Name Position Dr Ashok S Ganguly N Vaghul William Arthur Owens Chairman Member Member Number of meetings attended 4 4 4 The detailed charter of this Committee is posted on our website and available at www.wipro.com/investors/corporate. governance. Strategy Committee: 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. Delegation of power to the Chairman of the Company to approve investments up to specified limits. Mr. William Arthur Owens Chairman Dr. Henning Kagermann* Member Dr. Jagdish Sheth Mr. Vyomesh Joshi Mr. Azim H Premji Mr. T K Kurien Member Member Member Member 2 1 2 2 2 2 * Dr. Henning Kagermann ceased to be a member of this committee with effect from June 30, 2014. Administrative and Shareholders / Investors Grievance Committee (Stakeholders Relationship Committee): This Committee is considered and approved to be in compliance with Section 178 of the Companies Act, 2013 and the Listing Agreement as Stakeholders Relationship Committee. The Administrative and 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, Mr. M K Sharma is an independent non-executive director. The Administrative and Shareholders / Investors Grievance Committee met four times in the financial year on April 16, 2014, July 23, 2014, October 20, 2014, January 15, 2015. In addition, this Committee, reviews once in 15 days the investor complaints and redressal of shareholders queries. 02 Corporate Governance_2015.indd 97 6/21/2015 4:12:02 PM 97 Wipro LimitedTable 14: The composition and attendance of the Administrative and Shareholders / Investors Grievance Committee. Name M K Sharma Suresh C Senapaty** T K Kurien B C Prabhakar* Position Chairman Member Member Chairman No.of meetings attended 2 4 4 2 * Mr. B.C. Prabhakar ceased to be a member of this Committee with effect from July 23rd 2014. ** Mr Suresh C Senapaty ceased to be a member of this Committee with effect from March 31, 2015. Ms. Ireena Vittal was appointed as a member of this Committee with effect from April 21, 2015 Table 15: Status Report of Shareholder queries and complaints for the period from April 01, 2014 to March 31, 2015 Description SL. No. Nature Opening Balance 01.04.2014 Received Resolved Pending 1 Non receipt of Annual report 2 Non receipt of Dividend Warrants 3 Correction/Duplicate/Revalidation of Dividend Warrants Complaint Complaint Request 4 Non Receipt of Securities Complaint Total 5 Complaints received from; Securities and Exchange Board of India Stock exchanges Registrar of Companies/Ministry of Corporate Affairs 6 Others Total GRAND TOTAL Complaint Complaint Complaint Complaint 0 0 0 0 0 0 0 0 0 181 404 1705 24 2314 12 10 0 0 22 2336 181 404 1705 24 2314 12 10 0 0 22 2336 0 0 0 0 0 0 0 0 0 0 0 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. M Sanaulla Khan, Company Secretary is our Compliance Officer for the Listing Agreement with Stock Exchange. Unclaimed Dividends Pursuant to Section 124 and 125 of Companies Act, 2013, the Company has transferred the unpaid or unclaimed interim dividend for the financial year 2007-08 on due date to the Investor Education and Protection Fund administered 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 dividends lying with the Company as on July 23, 2014 (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 2007-08 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government. 98 02 Corporate Governance_2015.indd 98 6/21/2015 4:12:02 PM Annual Report 2014-15                                 Table 16: Details of Unclaimed Dividend Financial Year Date of Declaration of Dividend Last Year for Claiming unpaid Dividend Unclaimed amount as on April 30, 2015 2007-2008 (Final Dividend) 2008-2009 2009-2010 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) 2013-14 (Final Dividend) 2014-15 (Interim Dividend) 17-Jul-08 21-Jul-09 22-Jul-10 21-Jan-11 21-Jul-11 24-Jan-12 23-Jul-12 18-Jan-13 23-Jul-13 17-Jan-14 23-Jul-14 16-Jan-15 16-Jul-15 20-Jul-16 21-Jul-17 20-Jan-18 20-Jul-18 23-Jan-19 22-Jul-19 17-Jan-20 22-Jul-20 16-Jan-21 22-Jul-21 15-Jan-22 2,233,272 1,797,252 1,669,752 1,088,272 2,432,000 1,074,962 2,660,832 1,484,650 2,746,340 1,945,737 2,717,740 3,383,120 Due date for transfer to Investor Education and protection fund 22-Aug-15 26-Aug-16 27-Aug-17 26-Feb-18 26-Aug-18 1-March-19 28-Aug-19 23-Feb-20 28-Aug-20 22-Feb-21 28-Aug-21 22-Feb-22 After completion of seven years, 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. Compliance with Clause 49 of the Listing Agreement. The certificate dated June 03, 2015 was obtained from Mr. V Sreedharan, Partner, V Sreedharan & Associates, Company Secretaries is given at page no. 105 of the annual report for compliance with Clause 49 of the Listing Agreement. Subsidiary 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; • • • 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 Minutes of the meetings of the unlisted subsidiary companies, if any, are placed before the Company’s Board regularly. Providing necessary guarantees, Letter of Comfort and other support for their day-to-day operations from time- to-time. The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated. Chairman and Managing Director / CFO Certification The Chairman and Managing Director, CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company’s affairs. The said certificate is annexed and forms part of the Annual Report. 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 • 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. 99 02 Corporate Governance_2015.indd 99 6/21/2015 4:12:02 PM Wipro LimitedCode for Prevention of Insider Trading The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information and this is made available on the Company’s website www.wipro.com. 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 during the financial year 2014-15, met four times and submitted its report to the Audit Committee for its review and consideration. Compliance with mandatory requirements 12. Wipro recognized as a best in class outsourcing and consulting service provider for 2014 by “Consumer Goods Technology Readers”. 13. Wipro honored with CIO choice 2014 recognitions for Managed IT Services, Enterprise Infrastructure Automation Services and Managed Security Services. Compliance report on Non-mandatory requirements under Clause 49 1. The Board The Board - A non-executive Chairman may be entitled to maintain a Chairman’s office at the company’s expense and also allowed reimbursement of expenses incurred in performance of his duties. The Chairman of Wipro is an Executive Director and this provision is not applicable to Wipro. Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. 2. Shareholders rights 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. Awards and Rating 1. Wipro Honored as World’s Most Ethical Company by Ethisphere Institute for the Fourth Successive Year, 2015 2. Wipro won 7 awards, including Best Managed IT Services and Best System Integrator in the CIO Choice Awards 2015, India 3. Wipro won ‘NASSCOM Corporate Award for Excellence in Diversity and Inclusion 2014’, recognized for outstanding work in the Persons with Disability (PwD) category 4. Wipro Ltd. was ranked 8th in the Best Companies for Leaders 2015 list in a study conducted by Chally Group in partnership with Chief Executive magazine. 5. Wipro rated as a No.1 Global Engineering and R&D service provider by Zinnov. 6. Wipro ranked Global Leader in Telecom R&D Services for the third consecutive year by Zinnov. 7. Wipro recognized as the Company with Best CSR & Sustainability practices by Asian Centre for Corporate Governance and Sustainability. 8. Wipro recognized as World leader for corporate action on climate change by CDP. 9. Wipro was selected on Dow Jones Sustainability Index – World Member and as DJSI Emerging Markets Index Member. 10. Wipro recognized as Champion of Women’s Empower Principles with 2014 Leadership award. 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 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. 3. Audit Qualifications The Auditors have not qualified the financial statements of the Company. 4. Reporting of Internal Auditor Reporting of Head of Internal Audit is to CFO of the Company and as per the charter of the Audit Committee, Head of Internal Audit has regular exclusive meetings with the Audit Committee prior to reports of Internal Audit gets discussed with the Management Team. 5. 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 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, 2015. Azim H Premji Chairman 11. Wipro recognized as a winner of Global, Asian and Indian MAKE (Most Admired Knowledge Enterprise) awards for 2013. Date: June 03, 2015 100 02 Corporate Governance_2015.indd 100 6/21/2015 4:12:02 PM Annual Report 2014-15 Table 17: Locations or Facilities (other than Corporate and Administrative Office) Address ELCOT SEZ Kensington, Powai Papanna Street, St.. Marks Road Plot No.2 MIDC Rajeev Gandhi Infotech Park-1, Hinjewadi TRIL Infopark Limited, Ramanujan IT Park Swamy Dayananda Education Trust, Manjakkudi, Kumbhakonam RR Industries, RR Towers - II, Guindy 111, (CDC-1) Mount Road, Guindy 105 (Sterling Building) Mount Road Guindy 475A Shollinganallur, Old Mahabalipuram Road ELCOT SEZ, Shollinganallur Village Sl. No. 1 Chakravarthy Complex No.807 & 808, Venus Atlantis, 100 ft. Road, 2 7th Main Road, Koramanagala 3 Phase 1, MEI Building, Keonics, Electronic City 4 No. 88, SB Towers, MG Road 5 Primal Pritech Park SEZ 6 7 Electronics City Phase 1 Keonics Electronics City, Hosur Road 8 Wipro SEZ, Doddathogur Village, Begur Hobli/Electroncis City 9 Wipro SEZ, Doddakannelli Village, Varthur Hobli, Sarjapur Road 10 11 No.6C & 6D, Hyland Industries, Hosur Road 12 Radhamma Building, Sarjapur Road 13 No.E-5/6, Bittan Market, Arera Colony, Bhopal 14 15 Mind Space, Serene Properties, Airoli 16 17 18 19 20 21 Mahindra World City SEZ, Kancheepuram District 22 23 24 No.268, 1st flr, Mettupalyam Road, Coimbatore 25 26 Manjri Stud Farm Pvt Ltd, SP Info. City / Fursungi 27 28 Wipro SEZ, Plot No.31, MIDC Rajeev Gandhi Infotech Park-2, Hingewadi 29 Moonlight Properties, Shivaji Nagar 30 31 Wipro SEZ IT Park Gopanapally, RR District 32 Wipro SEZ, S.No. 203/1 Manikonda Jagir Village, Rajendranagar Mandal RR District Respurvaimpalem Village, City Centre 33 34 Silicon Valley Properties, Noida - A-1,Sector-3 35 Moon Steels Gen.Ind, JDKD Park, A-23, Sarita Vihar 36 No.A-29, Mathura Road, Mohan co-op Industrial Estate 37 No.4, Spectra building, 3rd & 4th flr, Powai 38 39 40 No.5, Ghoga Street, Fort 41 No.54-B, Mount Mary Road, Bandra West 42 No.309, Citicenter, EDC Complex, Panjim 43 No.303, Crystal Arc Complex, 3rd flr, Balamata Road 44 45 N0.37/405, Panorama House, SC Bose Road, Kadavanthara 46 No.15/49-5, Saran Chambers, Dimond Hill 47 SEZ Plot, Block-DM, Sector-V, Saltlake 48 Block CN1-V Sector V-Saltlake 49 No. C-92, Lal Kothi Schme, Jaipur 50 51 52 53 54 55 56 57 Raj Chambers, 4th flr, Rana Pratap Marg, Lucknow Tower-E, DLF IT Park, Chandigarh Tech. Park Rajgarh Road, Guwahati – 3 Assam, Mouja- Natun Town Sarania. 146/147 Mettagalli Industria Area, Mettagalli Plot No.2 IDCO Info City, Industrial Estate, Chandaka 2700 Gambell Street, Suite 310, Anchorage, AK 99503 3535 Piedmont Road NE, Building 14, Suites 1400/1550, Atlanta, GA  30305 3575 Piedmont Road NE, Building 15, Suite 600, Atlanta, GA 30305 2nd, 3rd, 4th Floor, Spectra Building, Hirnandani Gardens, Powai 3rd Floor, CIDCO Building, Belapur Railwaystation Complex S.No. 203/1 Manikonda Jagir Village, Rajendranagar Mandal RR District Infopark SEZ, Kusumagiri PO, Kakanad City/Country Ahmedabad, India Ahmedabad, India Bangalore, India Bangalore, India Bangalore, India Bangalore, India Bangalore India Bangalore India Bangalore India Bangalore, India Bangalore, India Bangalore, India Bhopal, India Mumbai, India Mumbai, India Chennai, India Chennai, India Chennai, India Chennai, India Chennai, India Chennai, India Chennai, India Kumbhakonam, India Coimbatore, India Coimbatore India Pune, India Pune, India Pune, India Pune, India Hyderabad, India Hyderabad, India Hyderabad, India Vishakapatnam Delhi, India Delhi, India Delhi, India Mumbai, India Mumbai, India Navi Mumbai, India Mumbai, India Mumbai, India Goa, India Mangalore, India Kochi, India Kochi, India Trivandrum, India Kolkatta, India Kolkatta, India Jaipur, India Lucknow, India Chandigarh, India Guwahati, India Mysore, India Bhubaneswar, India USA,Anchorage, AK USA,Atlanta, GA USA,Atlanta, GA 101 02 Corporate Governance_2015.indd 101 6/21/2015 4:12:02 PM Wipro LimitedAddress 15455 Dallas Parkway, Suite 1450, Addison, TX  75001 129 East Crawford St., Findlay, OH 45840 1080 Eldridge Parkway, Suite 1400, Houston, TX 77077 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 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. 58 59 60 61 One Lincoln Center, 18W 140 Butterfield Road, Suite 395, Oakbrook Terrace, IL  60181-4835 62 63 64 65 Wipro Gallagher Solutions, 18001 Old Cutler Road, Suite 651, Palmetto Bay, FL  33157 66 67 68 69 70 71 72 73 74 Governor Executive Center II, 6256 Greenwich Drive, Suite 425, San Diego, CA 92122 75 76 77 78 79 80 81 82 Carlos Pellegrini, 581 (Piso 7) 1009 Capital Federal, Buenos Aires – Argentina 83 João Marchesini street,  No. 139 - 5th and 6th floor Post Code: 80215-432 Curitiba/Parana - Brazil 84 Wipro do Brazil Tecnologia Ltda Av. Maria Coelho Aguiar, 215 – Bloco B – 6º. Andar – Jd. São Luis – São 1028 G, Lincoln, Nebraska, 68508 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 5090 Explorer Drive, Suite 800,  Mississagua, ON L4W 4T9 5090 Explorer Drive, Suite 803, Mississagua, ON L4W 4T9 PHASE 2 85 86 87 Paulo – SP Zip code.: 05804-900 427 E. Garza Sada Avenue Local 38-27. Col. Altavista Monterrey, NL, México | C.P. 64840 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 S10,S11, S12B,  Columbia House, Columbia Drive, Worthing BN13 3HD 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 35 New Broad street ,London,ECM2 Level 2, 3 Sheldon Square, London W2 6PS 88 Av. Santa Fe 495 piso 4 Col. Cruz Manca CP 05349 89 90 91 92 93 94 G6, S2/S3 Columbia House, Columbia Drive, Worthing BN13 3HD 95 96 Unit 12, Charter Point, Ashby Business Park, Ashby-de-la-Zouch Leicestershire LE65 1JF 97 Kingswood House, 80 Richardshaw Lane, Pudsey , Leeds LS28 6BN 98 Hemel One, First Floor, Building 1, Boundary Way, Hemel Hempstead, U.K. (England) 99 Campus 1,Bridge of Don, Balgownie Road, Aberdeen, U.K. (Scotland) 100 5 Redwood Place, Peel Park Business Centre, Ground Floor West Wing, East Kilbride, U.K. (Scotland) 101 Regus, CBX 11, West Wing, 382-390 Midsummer Boulevard, Milton Keynes MK9 2RG 102 Regus, 1200 Century Way, Thorpe Business Park, Leeds LS15 8ZA 103 The Business Centre, The Deep, Sammy’s Point, Hull, U.K. (England) 104 Riem Arkadin, Willy-Brandt-Allee 4, 81829 München 105 Riem Arkadin, Willy-Brandt-Allee 4, 81829 München 106 Hopfenster,1d, 24114, Kiel 107 “BüroHaus auf dem hagen_campus, Richmodstr. 6“BüroHaus auf dem hagen_campus, Gottfried-Hagen- Str. 44, 51105 Köln, Germany 108 Thurn-und-Taxis Str 12, 90411 Nurnberg 109 PartnerPort, Altrottstrasse 31, Walldorf, Germany 110 Wipro Technologies -plug and work 4 GmbH, Konrad-Zuse-Platz 1, 71034 Böblingen 111 Wipro Technologies,c/o WestendGate,Hamburger Allee 2-4,60486 Frankfurt 112 Rua Engº Frederico Ulrich, 2650, Edifício WIPRO, 4470-605 Moreira, Maia, Portugal 113 16th Flr,  (Millennium Plaza),  Al. Jerozolimskie 123a, Warsaw 02-017 102 City/Country USA,Atlanta, GA USA,Atlanta, GA USA,Bentonville, AR USA,Chicago, IL USA,Dallas, TX USA,Findlay, OH USA,Houston, TX USA,Miami, FL USA USA,Minneapolis, MN USA,Mountain View, CA USA,Nashville, TN USA,New Orleans USA,East Brunswick, NJ USA,New York, NY USA,Redmond, WA USA,San Diego, CA USA,Nebraska USA,Seattle, WA USA,Syracuse, NY USA,Troy, MI USA,Washington DC USA,Mississauga, ON USA Argentina,Buenos Aires, AR Brazil,Curitiba, BR Brazil,Sao Paulo, BR Mexico,Monterrey, MX Mexico,Monterrey, MX Mexico,Guadalajara, Mexico Mexico,Mexico City, MX Mexico, Chile,Santiago, CL Columbia,Bogota, CO UK,London, UK UK UK,Worthing, UK UK UK,Ashby, UK UK,Pudsey, UK UK,Hemel Hampstead, UK UK,Aberdeen, Scotland UK,East Kilbride, Scotland UK,Milton Keynes UK,Leeds UK,Hull, UK Germany (CE), Munich, Germany Germany (CE) Germany (CE),Kiel Germany (CE),Koln Germany (CE),Nurnberg Germany (CE),Walldorf Germany (CE),Stuttgart Germany (CE),Frankfurt Portugal ,Maia Poland,Warsaw 02 Corporate Governance_2015.indd 102 6/21/2015 4:12:03 PM Annual Report 2014-15Address Sl. No. 114 Regus, Toulouse Blagna Airport, 7 Avenue Didier Daurat BP 30044 31702 BLGNAC Cedex, France 115 2, Rue Marie Berhaut  Immeuble Cap Nord A, 35000 RENNES 116 Part Dieu 5, Place Charles Beraudier, 69428 Lyon Cedex 03 117 Tour Prisma 4-6 , avenue d’Alsace D+21, Courbevoie 118 Pick Centre S.r.l, Via Attilio, Regolo 19, Rome, Italy 119 Polarisavenue 57 2132 JH Hoofddorp 120 Wassenaarsweg 22, 2596 CH Den Haag, The Netherlands 121 High Tech Campus 1 5656 AE Eindhoven - The Netherlands 122 Millennium Park 6, A-6890 Lustenau, Austria 123 Fleischmarkt 1, Vienna, 1010 124 Regus - 42 - 44 Shovkovychna Street, Kiev 01601 125 Wipro Limited Infopark – Building D. 5.6. 1117 Budapest Gábor Dénes utca 2. 126 Beridarebanan 11, Sveavagan 9, 13 127 Regus, Helsinki Mannerheimintie 12B, Helsinki FIN-00100 128 Wipro Limited c/o Nokia Siemens Networks Linnoitustie 6, B-building, 4th floor, 02600 Espoo. Finland 129 Wipro Limited c/o Nokia Siemens Networks, Partner Campus Area, Ground Floor, Building B,  Kaapelitie City/Country France (CE),Toulouse France (CE),Renne France (CE),Lyon France (CE),Paris (new office) Italy,Rome Netherlands (CE), Hoofddorf Netherlands (CE),Den Hague Netherlands (CE), Eindhoven Austria (CE),Lustenau, Austria Austria (CE),Vienna Ukraine,Kiev Hungary,Budapest Sweeden (CE),Stockholm Finland (CE), Helsinki, Finland Finland (CE),Espoo Finland (CE),Oulu 4 (Rusko I) 90620 Oulu 130 Wipro Limited,  1st Floor, Building B Hatanpään Valtatie 30 33100 Tampere 131 Veritas, 4060, Kiinteisto Oy Turun Antintalo, Eerikinkatu 15, 20100, Turku 132 Regus, 26, Boulevard Royal,2449  Luxembourg 133 Regus, Ayazaga Mahallesi, Maydan Sokak No 1, Beybi Giz Plaza, Kat 26 & 27 Maslak, Istanbul 34396 134 Regus,Lelvent No.193 Binasi, Buyukdere Cad.No.193 K.2, 34394 4 Istanbul 135 Regus, Corner Plus Is Merkezi, Fethiye Mah, Sanayi Cad. No. 263 Kat 3, Nilufer Bursa 136 Güzeloba Mahallesi, Ahmet Aksu Sitesi, F Blok, No: 2, Muratpaşa, Antalya 137 Martin Linges Vei 25, No.1364, Snaroya, Norway 138 7, Azattyk Ave., Atyrau city, Kazakhstan 139 7, Azattyk Ave., Atyrau city, Kazakhstan (2 Cabins 212 & 213) 140 plug and work AG, Hotelstrasse, Postfach 311, CH-8058 Zürich Airport 141 Basel City Centre, 5th floor, Basel 142 Puerta de las Naciones,Ribera del Loira 46,Campo de las Naciones, Madrid 143 201 Millers St, North Sydney NSW  144 Level 4 ,80 George Street ,Parramatta,NSW 145 Level 4 ,80 Dorcas Street ,Melbourne,Vic 146 19 Genfell Street, Adelaide SA 147 Unit 1 & 2 , 7 Sky Close, Taylors Beach NSW 2316 148 Level 1, The Realm 18 National Circuit, Barton Canberra, ACT 2600 149 Regus -22/69 Ann St, Brisbane QLD 4000 150 Level 29, 221 George Terrace, WA - 6000 151 #02-08/09/10, 1 Changi Business Park, Crescent, Singapore 486025 152 #02-02, 1 Changi Business Park, Crescent, Singapore 486025 153 51 Changi Business Park Central 2, #09-03, The Signature, Singapore 486066 154 3 Tampines Central 1 , #02-01/02/05, #03-01/04/05, Abacus Plaza, Singapore 529540 155 Suite G-09, 2300 Century Square, Jalan Usahawan,Cyber 6, 63000 Cyberjaya, Selangor Darul Ehsan 156 16th Floor, Jalan Steson Sentral 5 KL Sentral Kuala Lampur 50470 157 Regus Jakarta Menara Standard Chartered 30/F Menara Standard Chartered Jl. Prof.Dr. Satrio Kav 164 Finland (CE),Tampere Finland (CE),Turku, Finland Luxembourg (CE),Luxembourg Turkey,Istanbul Turkey Turkey,Bursa Turkey,Antalya Norway (CE),Snaroya Kazakhstan,Atyrau Kazakhstan,Atyrau Switzerland (CE),Zurich Switzerland (CE),Basel Spain,Madrid Australia,Sydney , NSW Australia,Parramatta, NSW Australia,Melbourne, VIC Australia,Adelaide, SA Australia,Taylors Beach, NSW Australia,Canberra,ACT Australia,Brisbane,QLD Australia,Perth, WA Asean,Singapore Asean,Singapore Asean,Singapore Asean,Singapore Malaysia,Darul Ehsan Kuala Lampur Indonesia,Jakarta Jakarta. 12930. Indonesia 158 Regus Seoul World Trade Centre; 30th Floor, Trade Tower, 159-1 Samsung-dong, Gangnam-gu, Seoul South Korea,Seoul 135-729 Korea. 159 Chartered square Building, Unit 17-02B, 152 North Sathron road, Silom Sub-district, Bangrak District, Thailand,Bangkok Bangkok 10500, Thailand 160 27 Floor, Q House Lumpini, 1 South Sathorn Rd, Tungmahamek,Sathorn,Bangkok 10120 161 Level 16, Far Eastern Plaza, No. 207, Section 2, Dun Hua South Road, Taipei 106, Taiwan 162 My Yangon Office,No. 42A, Pantra Street,Dagon Township,Yangon, Myanmar 163 18th Floor Philamlife Tower, 8767 Paseo de Roxas,Makati City, Metro Manila 1226 Philippines 164 F3, bldg9, Zhangjiang Micro-electronice Port 165 D2, Tianfu Software Park 166 Yokohama Landmark Tower 26F #2605, 2-2-1-1 Minato-Mirai, Yokohama,, 167 11800 Ridge Parkway, Suite 200 Broomfield, CO  80021 168 905 Weathered Rock Road Jefferson City, MO  65101-1806 Bangkok Taiwan,Taipei Myanmar,Yangon Philippines,Manila China,Shanghai China,Chengdu Japan,Yokohama USA,Broomfield, CO USA,Jefferson City, MO 103 02 Corporate Governance_2015.indd 103 6/21/2015 4:12:03 PM Wipro LimitedAddress Sl. No. 169 728 Heisinger Jefferson City, MO  65109 170 728 Heisinger, Suite G Jefferson City, MO  65101 171 2 Christie Heights Street Leonia, NJ  07605 172 6620 Bay Circle Drive Norcross, GA  30071-1210 173 11707 Miracle Hills Drive Omaha, NE  68154 174 2411 West Rose Garden Lane Suite 300 Phoenix, AZ  85027 175 2005 E. Technology Circle Tempe, AZ  85284 176 6320 Canoga Ave., Suite 600 Woodland Hills, CA  93167 177 100 Tri State International, Ste 300A, Lincolnshire Il 60069 178 300 N. Patrick Blvd, Suite 150, Brookfield, WI  53045 179 500 West Cypress Creek, Ste 570, Fort Lauderdale FL 33309 180 5200 Belfort Road, Ste 250, Jacksonville FL 32256 181 Standard Life - Floor 16,10405 Jasper Avenue,Edmonton, AB T5J 3N4 182 Atco Center-Floor 3,10035 - 105 Street,Edmonton, AB T5J 1C8 183 Atco Center - Floor 5,10035 - 105 Street,Edmonton, AB T5J 1C8 184 Milner Building - Floor 1to 9 (including basement storage),9th Floor, 10040 - 104 Street, Edmonton, City/Country USA,Jefferson City, MO USA,Jefferson City, MO USA,Leonia, NJ USA,Norcross, GA USA,Omaha, NE USA,Phoenix, AZ USA,Tempe, AZ USA,Woodland Hills, CA USA,Lincolnshire, IL USA,Brookfield, WI USA,Fort Lauderdale FL USA,Jacksonville FL Canada,Edmonton, AB Canada Canada Canada Alberta   T5J 0Z2 185 Atco Center,909 11th Ave SW,Calgary, AB T2R 1L7 Canada,Calgary, AB 186 level 5, 12-14 The Esplanede, Perth, WA 6000 Austraila,Perth 187 10th Floor, The Forum, 2 Maude Street, Sandton, Joburg SA,Johannesburg 188 7th Floor, Course View Towers, Plot 21, Yusuf Lule Road, Nakasero, Kampala, Uganda Uganda,Kampala 189 Delta corner Towers,5th and 7th floor,Chiromo Road,West land, Kenya,Nairobi 190 7th Floor,  Mulliner Towers, 39 Alfred Rewane Road, (Kingsway Road), Ikoyi Lagos Nigeria,Lagos 191 Wipro Limited, Office # 215-220, Building 11, Dubai Internet City, PO Box 500119, UAE UAE,Dubai 192 Wipro Limited, Office #  422, Building 4WA, Dubai Airport Freezone Authority, PO Box 54609, Dubai, UAE UAE,Dubai 193 Wipro Limited, Office # 3008 ,30th floor ,Concord Towers  Dubai, UAE UAE,Dubai 194 Wipro Limited, Office # 06-11, Sharjah Airport International Freezone, PO Box 120462, Sharjah, UAE UAE,Sharjah 195 Wipro Limited, Office # 16-19, Sharjah Airport International Freezone, PO Box 120462, Sharjah, UAE UAE,Sharjah 196 Wipro Limited, Warehouse P6-75, Sharjah Airport International Freezone, PO Box 120462, Sharjah, UAE UAE,Sharjah 197 Wipro Limited Office no 214 , Business avenue towers , Salam Street , Abu Dhabi 198 Wipro Ltd, Office#2806, 28th floor, Palm Tower-B, West bay, Doha-Qatar, P.O.Box.32145. 199 Servcorp, Level 22, Tomado Tower,West Bay, Doha 200 Wipro Gulf LLC, Z 322 Office # 28, KOM 4 Ground Floor, Knowledge Oasis Muscat, Sultanate of Oman 201 Jarir Office - 209 202 Al Tmimme building 203 Sulimaniah Bldg 2,Riyadh 204 Fuod Plaza Bldg.,  Palestine Street, Al 205 Orchid business center -Alseef  206 Wipro BPO Philippines Ltd.  Inc., Cebu IT Tower 1 corner Archbishop Reyes Avenue and Mindanao Street, UAE,Abu Dhabi Qatar ,Doha Qatar ,Doha Oman,Muscat Saudi Arabia,Khobar Saudi Arabia,Khobar Saudi Arabia,Riyadh Saudi Arabia,Jeddah Bahrain,Al seef Philippines,Cebu Cebu Business Park, 6000 Cebu City,Cebu, Philippines  207 Wipro Limited - Brantford , 1 Market Square, Suite 207, N3T 6C8 Brantford, ON, Canada 208 Wipro Japan, The Terrace, 6 F -1-3-12 Omoro-Machi,       Naha Okinawa, Japan 900-0006 209 TRUST CENTER Splaiul Independentei, nr 319C,  sector 6,   Bucharest,   Romania.   tel +40 21 311 8110 210 City Business Centre        Building C , 10 Carolina Brediceanu, Timisoara, Romania, EU 211 Arkonska Business Park, ul. Arkońska 6/A2, 2 Floor, 80-387 Gdansk, Poland 212 3rd Flr, Dromore House, East Park, Shannon Free zone, Shannon 213 Lot 4 of Av. Ciencia No. 15, Fraccionamiento Industrial, Cuautitlán Izcalli, Mexico. 214 Dusseldorferstr 71B, 40667 Meerbusch, Germany 215 3rd Floor, 2nd Floor, Lower Ground Floor, Ground Floor, Kings Court, First Floor 185 Kings Road, Reading, Canada,Brantford Japan,Okinawa Romania,Bucharest Romania,Timisoara Poland,Gdansk, Ireland,Shannon Mexico,Cautitlan, MX Germany, Meerbusch Reading , UK Berks RG1 4EX 216 140 Riverside Court Kings Mountain, NC 28086 USA, Kings Mountain 104 02 Corporate Governance_2015.indd 104 6/21/2015 4:12:03 PM Annual Report 2014-15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 year ended March 31, 2015. 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) (i) All the mandatory conditions of Corporate Governance as stipulated in the said Listing Agreement. The following non-mandatory requirements as per Annexure XIII of Listing Agreement: Clause 2 relating to Shareholders Rights (ii) Clause 3 relating to Audit Qualifications (iii) Clause 5 relating to Reporting of Internal Auditor Bangalore June 03, 2015 For V. Sreedharan & Associates Company Secretaries Sd/- V. Sreedharan Partner F.C.S.2347; C.P. No. 833 02 Corporate Governance_2015.indd 105 6/21/2015 4:12:03 PM 105 Wipro Limited BUSINESS RESPONSIBILITY REPORT Introductory Context Our fourth Business Responsibility Report (BRR) published along with the Annual Financial Report provides an overview of Wipro’s sustainability program for the year 2014-15. This 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 was based on the GRI 3.1 framework till 2013-14 and externally assessed at application level “A” for the last seven years. We are transitioning to GRI 4 framework from the 2014-15 reporting year. 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. • For details of the NVGs, please refer http://www. mca.gov.in/Ministry/latestnews/National_Voluntary_ Guidelines_2011_12jul2011.pdf • Our Sustainability Reports can be viewed and downloaded at http://www.wipro.com/about-Wipro/sustainability/ Materiality & Scope The scope of this report covers all of Wipro Ltd.’s business - unless mentioned otherwise - and is for the financial year 2014-15. 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. The principal sustainability topics covered in this report are structured as shown in the table for clarity of understanding, the corresponding NVG principle against each topic is mentioned. Further disclosures pursuant to Clause 55 of the Listing Agreement are provided on our website at www.wipro.com Sustainability Dimension Sustainability Dimension NVG Principle(s) Stakeholder Engagement Corporate Governance Workplace Sustainability Ecological Sustainability Value Chain Sustainability Education & Community Advocacy & Outreach 4 1 3, 5 and 4 6 2 and 9 8 7 As the larger sustainability context has changed and progressed significantly over the last six years – stakeholders’ perceptions and expectations have changed and assessments of sustainability risks and opportunities have transformed. Further, our sustainability program has matured, which has helped us in developing a deeper understanding of various aspects and issues, and more clarity on the changes we could make in our approach. Therefore, in early 2014, we began the process of reviewing our materiality framework and changing it as strategically appropriate. The materiality revision process is ongoing and expansive, and takes a fresh look at the material dimensions and recalibrate them afresh, without assumptions or pre-determined notions. As part of this process we are engaging with multiple stakeholders, separately as well as collectively, so as to get individual and group perspectives. Stakeholder Engagement Management Approach: Defining who an organization’s primary stakeholders are can be relatively straightforward within the business ecosystem but complex when it comes to the larger social and environmental contexts. 106 03_Business Responsibility Report_v6.indd 106 6/21/2015 4:09:09 PM Annual Report 2014-15Our stakeholder group is comprehensive, and we seek to engage with them on important social and ecological issues. Our eight identified stakeholders are Corporate Governance Management Approach: • Employees • Customers • Investors • Suppliers • The Education ecosystem: Partners and Academic Institutes • Communities and Civil Society Networks • Government and Policy Networks • The Young Citizen and Future Generations At Wipro, we have always viewed our Customers, Employees and Investors as strategic partners and stakeholders. 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. These support or ancillary services are especially vulnerable to human rights and labour practices violations due to socio-economic conditions/background. 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. 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 Bill 2012. 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 eighth stakeholder is ‘the Young Citizen and Future Generations’. This stakeholder group captures the centrality of our planetary actions to the lives of the current generation of children and young adult who will have to live through and negotiate any adverse environmental impacts in a few decades from now. While this 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 disclosed in our 2013-14 Sustainability Report. http:// www.wiprosustainabilityreport.com/summary-stakeholder- engagement 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 & Inclusion 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 • Business Process Excellence • Knowledge 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 board is also involved in the oversight of our sustainability & CSR initiatives and the Board Governance, Nomination & Compensation Committee headed by an independent director is the apex body that oversees our policy and programs. Our Chief Sustainability Officer (CSO) who is part of the Corporate Executive Council, the senior most executive body in the organization carries overarching responsibility for our sustainability charter and reports to the chairman and the Committee. 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 107 03_Business Responsibility Report_v6.indd 107 6/21/2015 4:09:09 PM Wipro Limitedgovernance structure, mechanisms, composition of board, board sub-committees, etc - please refer to the Corporate Governance section of this Annual Report Workplace Sustainability Code of Business Conduct Management Approach: 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 COBC is applicable to all business practices and employees, contractor employees and consultants and it covers critical aspects like customer relations; protecting customer information; supplier selection; conflicts of interest; gifts, entertainment & business courtesies; communicating with the public; confidential information; intellectual property, competitive/business intelligence, protecting the privacy of employee and personal information; business records and internal controls; safeguarding company assets; insider trading; anti-trust and fair competition; anti-corruption; political involvement/lobbying; global trade; human rights; diversity and non-discrimination; harassment-free workplace; safe and healthy work environment; and sustainability and corporate citizenship. We have a zero tolerance policy for noncompliance with the non- negotiable aspects of COBC e.g. child labor, anti-corruption etc. The code can be accessed at http://www.wipro.com/Documents/ investors/pdf-files/code-of-business-conduct-and-ethics.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 their familiarity with the tenets of the COBC. 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 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 Ombuds process provides a strong framework of assurance and protection to all our stakeholders through 24x7 access to the online portal and helpline number.. In Wipro, our Chief Ombuds-person works with designated Ombuds-persons in each Business 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 2014-15, a total of 1093 complaints were received via the Ombuds process and the action taken cases as of March 2015 was 88%. Based on self-disclosure data, 60% of these were from employees and the balance were mainly anonymous and from other stakeholderlike vendors and customers. A total of 100 complaints of sexual harassment was raised through Ombuds, of which 92 cases were substantiated and appropriate actions were taken in all cases. 108 Wipro firmly believes that we can’t build a great business without nurturing talent from within. We are committed to partnering with employees and providing them with opportunities to realize their full potential. GROW is our vision, an all-encompassing approach defining the way we engage with our people and instill a culture committed to success for our clients, and societies at large. While the canvas is broad we have identified 4 vehicles of Growth for employees of Wipro – Careers, Capability, Leaders and Pride. These vehicles of growth align an individual’s growth journey, aspirations and needs with the organization’s vision Grow Careers: Over the past 2 years, we have given special focus on initiatives which support career growth of our employees through awareness, enablement, rewards and global exposure. Grow Capability: We aim to make our clients succeed by using the power of technology in their business processes. This objective drives our investment in technical, domain skills, execution excellence and thought leadership programs to enhance people capability to understand client needs and offer cutting-edge solutions. Grow Leaders: Wipro is passionate about building leaders, At Wipro, leadership capability is built through training, coaching, on-job mentoring and through customized developmental plans developed through bottom-up and 360-degree feedback mechanisms. Grow Pride: We encourage employees to view results and success holistically, i.e. looking beyond financial performance on how we impact our ecology and our society. Our pride lies in our oneness - developing and fostering a sense of teamwork and a unified culture. We are committed to building a culture in which employees, and those seeking employment in Wipro, can compete in a fair, open and transparent environment. Principles of equal opportunity and meritocracy are embedded in our core values and aligned to globally accepted standards and principles of the U.N. Global Compact, U.N. Universal Declaration of Human Rights and International Labour Organization. Our company wide Code of Business Conduct (COBC) provides guidelines and direction for responsible business conduct and imbibes our commitment for human rights and zero tolerance for discrimination at all stages of employee lifecycle. Our hiring, training, compensation, promotion, role movements and other key people processes are based on principles of merit and performance alone. 03_Business Responsibility Report_v6.indd 108 6/21/2015 4:09:09 PM Annual Report 2014-15 Regular external and internal audits are conducted and this facilitates continuous improvement in people related practices within the organisation. We also believe that an empowered workforce is the best way to receive feedback and identify improvement areas. Through mailers, posters and other modes of communication, we encourage employees to highlight concerns, grievances and policy/integrity breaches. The Ombuds Process and Prevention of Sexual Harassment Committees provide all employees, vendors, suppliers and customers a secure and 24x7 access to raise grievances. A Global, Diverse Workforce Nurturing diversity and making inclusion a part of Wipro’s culture is a key focus area for the organization. Our global workforce across 58 countries comprises employees from 101 nationalities. As on 31st March 2015, our workforce comprised of 142282 permanent employees comprising of 30.2% women. Additionally, over 28200 individuals were engaged as retainers or contractors. Permanent Employee Strength - Wipro Ltd. Distribution by entity Male Female Total Wipro Technologies Wipro Infotech Wipro Business Process Services (BPS) 62816 15962 20514 29541 92357 2675 18637 10774 31288 Total 99292 42990 142282 Over the years, we have cultivated a strong ‘local national’ footprint in our international geographies, and at overseas locations (outside India), 40.1% of the workforce is comprised of local nationals. We have invested in specialized online tools such as ‘Globe Smart’ to develop sensitivity towards various cultures. While promoting a culture of meritocracy, we also take cognizance of global legal requirements and regulations with respect to diversity and inclusion. Our multi-dimensional diversity and inclusion was formally launched in 2008 and focuses on four pillars – gender, persons with disabilities, nationality and underprivileged / disadvantaged communities. Over 77300 employees have completed our in-house online Diversity & Inclusion (D & I) module since its launch, up from 54,000 employees reported in 2013-14. ‘Women of Wipro’ (WoW) - Wipro’s Gender Equity Program Recognizing that at different life-stages the needs & expectations of women employees are different, Wipro adopted a life-stage based approach to its gender equity initiative and ‘Women of Wipro’ program was launched in 2008. Over a period of time, a number of initiatives under the WoW program have resulted in higher engagement levels for women as measured by our Employee Perception Survey. Key highlights of 2014-15: • 45 high potential women employees participated in the Women in Leadership Mentorship program. • A cross function team of representatives spanning all stages of employee life-cycle worked on a project to identify touch points that impact gender equity. Findings from this project have identified key lead indicators and discussions are in process with functional heads on action planning. • International Women’s Day was celebrated with the theme of ‘Women in Technology’ and included sessions by external women leaders. • Senior women leaders from client organizations conducted open connect sessions with women employees under the aegis of ‘WoW Speaker Series’. Around 25 such sessions have been held since the launch of the series. • Senior leaders from Wipro participated as speakers at external D & I events to emphasize the importance of diversity and to share learnings & best practices. • Wipro participated in research related to D & I by reputed academic institutions. Persons with Disabilities (PwD) Program Our inclusion framework for Persons with Disability (PwD) focuses on 6 key themes of Policy, Accessible Infrastructure, Accessible Information Systems, Recruitment, Training and Awareness. We have institutionalized a reasonable accommodation policy for employees with special needs. Over 87 of our intranet applications and Wipro.com website are accessible, complying with Web Content Accessibility Guidelines (WCAG) 2.0 guidelines. This effort is supported by a specially trained team of engineers and Subject Matter Experts and field community testers. 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. Our ‘Kinesics’ portal provides employees across the globe a medium to learn the basics of sign language and apply it to terminology prevalent in IT environment. We have also engaged a full time consultant from Diversity and Equal Opportunity Centre (DEOC) to keep us abreast of the changes in the environment, statutory obligations and also to advice on next-level inclusion initiatives for employees with disabilities. In 2014-15, we gave added rigour to our recruitment effort through collaboration with NGOs working with persons with disabilities and hired 76 candidates with disabilities. Our focus is also on providing pre-hiring support like training, mentoring and internship opportunities. As on March 2015, 439 employees had voluntarily declared their disabilities through our online Self Identification Form. 109 03_Business Responsibility Report_v6.indd 109 6/21/2015 4:09:10 PM Wipro LimitedKey highlights of 2014-15: • Sign language interpretation continued to be featured for all key employee communication and Wipro Webcasts. Rendition of the Indian National Anthem was done in Sign language to create an inclusive environment. • International Day for People with Disabilities is celebrated each year by conducting various awareness programs & contests. • An initiative called ‘Breaking all barriers’ was held for employees to review Wipro’s physical infrastructure and collaborate with the Facilities team to bring about changes. • Wipro’s Building Standards were modified to include international norms developed by United Nations ‘Accessibility for the Disabled, A Design Manual for a Barrier Free Environment’ and the latest draft of the Building Code prepared by National Centre for Promotion of Employment for Disabled People (NCPEDP) and Accessibility, India. • ‘Winclusive’ initiative was integrated with Yammer to enhance communication and interaction between employees. Winclusive is a vibrant community of employees with disabilities that discusses the IT-enabled applications’ accessibility and provides suggests and change requests. • We conducted job fairs for persons with disabilities, along with CII and NGOs like Sarthak, Ability Foundation and Enable India. • We have also done inclusive campus hiring from organizations like JSS Polytechnic for Physically Handicapped, Mysore, Dr. Ambedkar Institute of Technology for Handicapped, Kanpur & National Institute for Speech and Hearing, Trivandrum. Employee Engagement & Empowerment Wipro has continually sought to implement practices to enhance the engagement, capability and competitiveness of our talented, global workforce. These practices are aligned to different phases of hiring, assimilation, learning, growth and retention and shaped by the Spirit of Wipro values. The Spirit of Wipro values weave the thread that ties all Wiproites together and also shapes leadership behavior. Employees’ feedback on the Spirit of Wipro values is a key component in our Employee Perception Survey as well as in our Wipro Leaders’ Qualities 360-degree feedback process. While the Spirit of Wipro defines the core values of the organization, the Wipro Tenets were launched in FY 2013-14 to explain the value system in action. Advocacy of the tenets continued to be the focus in 2014-15 through CEO and business leaders’ communication, Tenet evangelist workshops and Tenet immersion sessions. Over the years, our focus on participative engagement has increased and our programs have been more closely aligned to cater to our diverse and multi-generational workforce. Employee feedback has led to the review of and changes in legacy initiatives like the Unified Competency Framework (UCF) to make 110 it more relevant to the needs of the current and future workforce. The erstwhile UCF certification is currently being revamped. Through mailers, awareness sessions and announcements on the intranet and forums such as Yammer, these changes are being communicated to employees. Our employee engagement programs are driven at multiple levels – organizational, unit/team and individual and also includes retainers and contractors on projects. Besides our awareness campaigns like email announcements, kiosks and on-floor sessions, business and HR managers are key enablers to employee engagement. Defined metrics on connects like ‘Wipro Meets’, ‘All Hands Meet’, one-to-one and team meetings are embedded in the key performance areas of leaders and HR alike. Employee Feedback Wipro is committed to engaging in direct and open communication with all our employees. Through multiple formal and informal channels, employee feedback is solicited throughout the year and actions initiated at micro and macro levels. People metrics form a key parameter in assessing performance of leaders and HR practitioners and are tracked and reviewed regularly. Yammer Wipro’s focus on collaboration, transparency and employee empowerment led to the launch of Yammer, an enterprise social platform, in August 2014. Over 57,000 Wiproites are currently Yammer users and over 4700 public and private groups have been formed. Through activities like contests, ‘YamJam’ sessions, recognitions, leadership updates and special interest/functional groups, use of Yammer has led to increased networking and collaboration amongst employees separated by businesses and geographies. Yammer has also enabled employees to provide real-time feedback through online polls and ask queries directly to leaders / functional teams. Employee Advocacy Group (EAG) The Employee Advocacy Group (EAG) is a 120 member representative group managed by Wiproites to voice employee suggestions. EAG Members aim to pool employee ideas and provide recommendations to improve company policies and processes. EAG was formed in Sep 2011 and has received about 6148 suggestions since inception. During 2014-15, 1053 inputs were received, of which 706 did not fall under the purview of new suggestions and were closed via clarification to employee. The balance 347 inputs received were screened by the EAG team and then by functional representatives. Shortlisted suggestions were further discussed with functional heads for implementation. Of these, ~43% are under consideration by EAG, ~50% are work-in-progress and ~6% have been implemented as process/policy improvements. Employee Associations We respect the right of employees to free association and union representation, without fear of reprisal, discrimination, 03_Business Responsibility Report_v6.indd 110 6/21/2015 4:09:10 PM Annual Report 2014-15intimidation or harassment. A small proportion of our employees (~1%) are represented through registered trade unions, local employee representative groups and work councils. in Ireland, Germany, Finland, Sweden, France, Austria, Poland Romania, Netherlands and Australia. The HR function meets these groups periodically to inform and consult on any changes that can impact work environment and terms and conditions Employee Perception Survey (EPS) Employee Perception Survey is a biennial survey through which we capture employee engagement & feedback. Additionally, a shorter EPS Pulse survey is conducted in the interim period to provide a stock-take on actions implemented as a result of the main EPS survey. With 66% participation, EPS Pulse 2014 showed an increase of 1% in participation over EPS 2013, and also an increase of 2% in the overall engagement score. Employee Health, Safety and Well-being Manager quality and role/job which were identified as focus areas through the previous EPS, emerged as top satisfaction levers in Pulse 2014, along with Tenets. Additionally, areas like Individual Development Plan and Career Opportunities showed an improvement in satisfaction level over EPS 2013. A specific communication campaign has been launched to cascade EPS Pulse focus areas to employees across the organization. Key focus areas identified includes the revamp of Unified Competency Framework (UCF), Simplification of processes like appraisals, variable pay policy and resourcing, and changes to the promotion process to create more growth opportunities. Action planning is in progress with functional and leadership teams to address these areas. Workplace health and safety has a major impact on productivity and engagement. We have institutionalized health and safety processes, with special focus on aspects such as women’s safety, assistance to persons with disability, emergency response and preventive health & safety measures. Our effort is to create and maintain an inclusive workplace that fosters learning in a safe, healthy environment for all and positively influences employees’ physical, mental and emotional well-being. Key Highlights of 2014-15 Mitr: Our Employee counselling and Support forum, Mitr was established over 11 years ago. It enables employees to reach out to counsellors 24x7 in-person and on phone and seek assistance for issues pertaining to personal or professional life. Mitr counsellors include professionally trained and volunteer Wiproites as well as external counsellors from an Employee Assistance Program service provider. In addition to this, Mitr also includes counselling on legal and financial matters rendered by experts. The program is free of cost for employees and their family members and is completely confidential. Awareness is created through intermittent email campaigns and posters as well as through webchats on common issues. The online portal also has insightful self-help modules for employees to refer. In 2014-15, 305 employees reached out to Mitr counsellors. Wipro Business Process Services (WBPS) Integrated Employee Support Centre (IESC): Taking into consideration the operational dynamics and unique needs of WBPS employees, a 24x7 helpline was launched in 2013 for faster query resolution and enhance employee care. The Integrated Employee Support Centre (IESC) has enabled resolution of queries in the first call for over 80% of the queries logged. In FY 2014-15, the IESC assumed additional responsibility of outbound services in the form of calls, emails and text messages to new joiners for onboarding support. Health and Wellness program: Work-life balance – Wipro offers multiple time-off options in the form of leaves, sabbaticals, half- day working, flexible work arrangements etc. Employees are encouraged to avail vacation time and mailers are intermittently broadcasted as reminders to plan their leaves. Medical Insurance – Wipro’s medical insurance policy has a unique value proposition to employees and their families, with an option to include parents and in-laws as well. Wipro provides a total insurance package which includes health insurance, accident cover and life insurance. Fit for Life –The online portal provides employees’ access to tools such as health calculators, diet and nutrition advice from experts, access to health counsellors and a plethora of articles, blogs and success stories from employees. Online chats, awareness sessions are also conducted under the aegis of Fit for Life. Occupational Health Centres (OHCs) – We have OHCs at major locations and these provide amenities ranging from basic health care to emergency care units. Medi-Assist Healthcare services manages the Occupational Health Centre Management at all major locations with qualified medical staff. Integrated Risk Assessments – These assessments are carried out every year 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 and hygiene programs, ergonomic sessions and vaccination camps. Typhoid vaccination camp was organized for food handlers across Wipro India locations. 111 03_Business Responsibility Report_v6.indd 111 6/21/2015 4:09:10 PM Wipro LimitedEmployee Safety: Scheduled programs are held across locations on emergency response, mock evacuation drills, hazard recognition, driver safety training, first aid training, fire-fighting training etc. Women’s Safety – Security teams were trained on gender sensitization as a part of their on-job training and induction. Cab pickup and drop facility with security escort is available for women employees travelling late in the night or early in the 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. Over 1700 women participated in these sessions. Vehicle based Quick Reaction Teams deployed in major locations continued to provide services to ensure safe commute and help during emergencies. Over 130,000 participants (employees, contractors and service providers) attended trainings on Health & Safety covering Occupational health, Transportation, Hospitality, emergency response and Security domains. Advocacy: 44th National Safety Day – The facilities management group organized various activities to commemorate National Safety Day. These included pledges, rewards, and mock scenarios on emergency preparedness, trainings and talks on safety. An awareness campaign on hygiene practices was also carried out during the H1N1 outbreak in the country. A host of activities held at various locations to observe and celebrate World Environment Week, World Earth Day, World Water Day, and International Day for the Preservation of the Ozone Layer. Career Development & Capability Building We have distinct teams with separate focus on technical, sales and domain learning and behavioral/leadership development. In 2014-15, these teams together strengthened organizational capabilities through 24,000+ training deliveries and 1,00,000+ employees attended some form of classroom training offered by our central learning and development group. Additionally, employees also built their capabilities through e-learning modules, expert and peer learning, project trainings, webinar participation, outbound trainings, on-job learnings & mentoring. Year 2014-15 also saw an impetus on training and assessments for key roles and specialists; and enablement of the sales teams through sales training workshops. The various modes and types of trainings and the 24x7 access to our e-learning modules allows employees and managers to customize and access learning avenues as required. Additionally, all classroom based trainings provide employees, particularly employees with disabilities, an opportunity to request for reasonable accommodation that will enable them to participate seamlessly. CAREER TOOLS Career Hub and Individual Developmental Plan (IDP) ‘Learning Networks’ Mentoring Platform The online tool empowers employees with the information needed to steer their career, build plans and assume a systematic approach towards achieving career goals. Over 18000 and 20000 employees logged in to career hub and IDP portal respectively in FY 2014-15. Also, over 2300 employees created action plans on career hub, and over 3100 on IDP portal. EMPLOYEE CAPABILITY BUILDING PROGRAMS Learning Networks is an online platform which allows employees to connect to experts across the organization and seek mentorship. Since its launch in 2013, Learning Networks now has close to 4000 registered mentees and over 1200 mentors. Current Initiatives Project Readiness Program (PRP) New Initiatives Future Ready The goal of PRP is to equip fresh recruits with necessary skills and knowledge to make their ‘campus to corporate’ transition smoother and get them ‘project-ready’ faster. The curriculum is update every year to address the changing needs of clients & the industry. Around 13,000 freshers participated in this program in FY 2014-15. ‘Future ready’ is an online virtual training platform delivered globally using WebEx tool catering to the rising demand of futuristic skills 30+ sessions have been conducted so far. 112 03_Business Responsibility Report_v6.indd 112 6/21/2015 4:09:10 PM Annual Report 2014-15WASE / WiSTA All Round Capability Model of Excellence (ACME) Wipro’s flagship WASE (Wipro Academy of Software Excellence) continued, with 854 new enrolments. Our WiSTA (Wipro Software Technology Academy) program received 1187 new enrolments. Both programs allow non-engineering graduates to complete a post-graduate engineering course while gaining industry exposure. Uplift Skills & Competencies through Accelerated Learning (UPSCALE) Program UPSCALE is a structured approach to multi-skill the workforce by training employees on a set (cluster) of related skills around core technologies. In 2014-15, more than 19,000 employees were trained to acquire skills in at least one cluster. The framework provides a step by step approach to develop skills across 5 dimensions of technology, domain, function, quality and behavioral skills. 19000+ employees have undertaken ACME e-learning courses and over 14200 have cleared the associated assessment. NOTCH UP Through collaboration with reputed institutions employees were given the opportunity to enroll in courses leading to a post-graduate degree. 390 employees enrolled for this program in its maiden year. Wipro BPS SEED academic program Distinguished Member of Technical Staff ( DMTS) The SEED academic program helps employees enhance their academic capability. The program offers a large spectrum of courses in the field of Management and Information Technology. A dedicated SEED online portal provides 24x7 access to employees and program administrators. Since 2004, SEED has enabled over 6000 WBPS employees shape and transform their careers, with 200+ enrollments in 2014-15. MANAGER CAPABILITY BUILDING PROGRAMS We launched the ‘Distinguished Member of Technical Staff’ program to identify, recognize, enable and retain a pool of technical experts. 67 experts have so far been identified through this program. Manager Excellence Framework (MEF) Wipro Business Process Services (WBPS) Engagement Index (EI) MEF was launched as an outcome of EPS 2011 survey to build manager capability and includes a reportee feedback survey, workshops, mentorship and on-demand access to articles, research material etc. Insight surveys have been initiated for close to 6000 managers, with 1600+ surveys initiated in 2014-15 and 2300+ managers were covered in one or more HR process workshops. With a view to enhance first and mid-level manager effectiveness, Wipro BPO launched the Engagement Index (EI) in 2010 across operations. Every quarter, performance data on people parameters is tracked for each manager and translated into an EI score which is linked to their variable payout, to create high level of accountability and ownership. Overall Engagement Index achievement levels for 2014-15 closed at 91.5%, consistent with 2013-14 levels. Responsible People Supply Chain - Contract Employee Engagement Wipro’s Code of Business Conduct and Ethics contains our stated commitment to human rights and through our Supplier Code of Conduct, we also encourage our suppliers to do the same. Our focus on responsible people practices extends across our people value chain, and covers over 28200 contract employees and retainers, primarily located across our operations in India. Around 54% of these are skilled technical employees who are engaged in IT service projects. Many of them are deployed at our client sites, and a customized Partner Employee Engagement team in our Global Infrastructure Service is responsible for building an engaged and motivated contract employee workforce. In Q2 of 2014-15, an initiative called ‘Meet Matters’ was launched with an intent to have formal and structured partner employee connects to address queries and concerns. Over 15 such partner employee connects were held in 2014-15 and included representatives from partner organization and Wipro HR. Discussions revolved around areas like transport, insurance, payslips etc. Plan of actions were shared with partner organization for review and closure. In addition to our skilled contract workforce, we also have around 46% non-skilled contract workforce deployed in key support functions such as Facilities Management, Security, Transportation, Hospitality and other soft services. They are regularly engaged through trainings relating to health, safety, gender sensitization, sensitivity training on assisting persons with disabilities etc. Acknowledging that non-compliance to fair labour practices has a serious impact on business continuity and engagement of partner employees, Wipro conducts annual audits for partner organizations. Supplier contracts carry clear expectations related to human rights aspects, aligned with our Supplier Code of Conduct and performance on these parameters forms a major input for contract renewals. 113 03_Business Responsibility Report_v6.indd 113 6/21/2015 4:09:10 PM Wipro Limitedthe consolidation exercise, we have moved out from 8 leased to existing owned locations in the reporting year. Overseas: 83 locations, which includes 8 customer data centers. Nearly all of the office locations overseas are leased. Management system Our programs and management systems are pivoted and derived from the Ecological Sustainability Commitment, available at http://wipro.org/resource/Ecological_Sustainability_Policy. pdf . 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). 18 of our campus sites in India and 2 in Australia are certified to the standards of ISO 14001:2004. Energy Efficiency & GHG Mitigation Our goal was 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 was applied to all of our campus facilities and offices. The goals for the next 5-10 years are currently being framed using climate change based target setting methodology. Energy Consumption: The total energy consumption, electricity and back-up diesel generated, for office spaces across all global operations in IT is 324 Mn Units (India contributes to 294 Mn units). Data centers with in India and overseas (USA and Germany) contribute to another 88 Mn units. Office Space Energy Metrics: Energy efficiency measures contributed to a 4 % decrease in office space energy intensity from 2799 to 2686 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 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 and (b) maintaining share of renewables at 22% of the total office energy consumption. Emissions Intensity: Our global office space emissions intensity (Scope 1 and Scope 2) is at 1.74 tons per person per annum, a decrease of 3.4% from last year. This is still short of our five year target of 1.3 tons, primarily due to constraints in scaling up our renewable energy footprint. Recognition & Awards Ranked 8th in the Best Companies for Leaders 2015 in a study conducted by Chally Group in partnership with Chief Executive magazine. Career Hub and Learning Networks shortlisted in the D&B Sodexo HR Best Practices 2015 list. Wipro Ltd. CEO honoured by the Women’s Empowerment Principle’s Leadership Award: a joint initiative of UN Women and the UN Global Compact. Wipro won 1st place at the NHRD Paper Competition on Managing Gender Diversity at Workplace. Wipro won the ‘NASSCOM Corporate Award for Excellence in Diversity and Inclusion 2014 for outstanding work in the Persons with Disability (PwD) category Recognized as “Great Place to Work” amongst super-sized organizations (>50000 employees) by Great Place to Work Institute 1st and Runners-up prize in Career Development and Planning Category for 2 entries submitted in the areas of Career Development and Talent Assessments in Learning & Organizational Development’s Best Talent Management Practices in Asia Awards. Learning Networks was selected amongst Best HR Practices of India at NHRD Conference. Winner in the category of “Best in Talent Assessment methodology” in the annual Talent Acquisition Leadership League Awards conducted by People Matters. Ecological 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 and GHG mitigation, Water efficiency and Responsible Water management, Pollution and 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. Scope of Reporting India: All 55 locations, the majority of operations are from 26 owned locations representing 88% of our workforce. As part of 114 03_Business Responsibility Report_v6.indd 114 6/21/2015 4:09:10 PM Annual Report 2014-15GHG Intensity (Target Vs Actual) GHG Mitigation Approach 15% 5% 80% Energy Efficiency RE Generation RE Purchase 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, and Platinum). 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 2015, we have 2088 virtual servers running on 147 physical servers – contributing to an energy savings of approximately 9 Million units annually, an increase of 3% over the previous year. RE procurement: For the reporting period of 2014-15, we procured 65 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. However this fell significantly short of our target of 130 Mn units for the reporting year. While we have an ambitious renewable target, renewables do bring in embedded environmental costs through materials and land use change, including emerging socio-economic challenges related to land acquisition and sustainability of promoters and their financing. One cannot discount the fact that the technology itself is maturing and in many areas the infrastructure is not yet in place to enable large scale evacuation and storage of renewable power. The renewable energy trading/purchase mechanism (REC- Renewable Energy Certificate) for open access consumers like India is regulated to the extent that the prices are not market determined and are fixed by the regulators. Moreover each state in India has its own mechanism on effecting access to open access. This has led to a gap in meeting our renewables targets. It can be said that it will take a few years before the market matures. The mainstay of accessing RE for open access consumers like us has been through direct power purchase agreement from producers in select states. In order to avoid double accounting, we have taken adequate steps by including non-tradability of 115 Absolute Emissions: The dashboard below provides a summary of our Global and India GHG emissions for Office spaces - from Scope 1 (emission from direct energy consumption, like fuel) and Scope 2 (emissions from purchased electricity). The figures are net emissions for all years, after considering zero emissions for renewable energy procured. The absolute Scope 1 and 2 emissions for 2014-15 has increased by around 5% primarily due to increase in data center energy consumption by around 11 Mn units. GHG - Scope 1 and 2 . q e 2 O C s n o T 275000 270000 265000 260000 255000 250000 245000 240000 235000 230000 2010 -11 2011-12 2012-13 2013-14 2014 -15 Global 270134 250750 255590 256244 268919 India 264637 245477 246244 244444 254072 GHG Mitigation: Our five year GHG mitigation consists of three key elements – Energy Efficiency, Renewable Energy (RE) Purchase and Captive RE; of this, RE procurement will contribute the maximum with 80% share to GHG emission mitigation strategy. 03_Business Responsibility Report_v6.indd 115 6/21/2015 4:09:10 PM Wipro Limited REC for contracted power through contracts and verification in the regulators national REC registry. Captive RE: 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. Scope 3 Emissions: A summary of our Scope 3 emissions (other indirect sources) is provided here. Out of the 15 categories of scope 3 reporting as per the new GHG corporate value chain standard, we are presently reporting on all of the 8 applicable categories. The Scope 3 graph only includes emissions from Business Travel, Commute, Waste and Logistics to enable year on year comparison ) . q e 2 O C ( s n o T Scope 3 (Global) 255149 200198 188561 191222 169451 2010-11 2011-12 2012-13 2013-14 2014-15 300000 250000 200000 150000 100000 50000 0 The table below shows the applicability and 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 Upstream transportation and distribution Yes Waste generated in operations Employee commuting Business travel Yes Yes Yes Based on purchase ledger for 2013-14 and application of econometric input-output model for different categories and business activities : 65000 tons of CO2 equiv. Well To Tank (WTT) and Transmission and Distribution (T&D) losses globally is 90,987 tons of CO2 equiv. Yes, Approximately 80% coverage by Weight-Distance for IT equipment imports For India operations, which represents nearly 85% of footprint For India operations, which represents nearly 85% of footprint Includes air, bus, train, local conveyance and hotel stays Upstream leased assets (Leased office space) Yes This is reported under Scope 1 & 2 Downstream scope 3 emissions No No product business, leased assets, franchisees or equity investments with environmental impact The overall emissions across all scopes is 406855 tons. This does not include conveyance claims and some other minor scope 3 heads. Within this, the three big contributors to our GHG emissions are: Electricity – Purchased and Generated (34%), Business Travel (21%) and Employee Commute (15%). Business Travel: The IT services outsourcing model requires frequent travel to customer locations, mainly overseas, across the delivery life cycle and contributes to around 1/4th of 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. Over the past few years, we have taken steps to facilitate a shift towards improved access to public transport for employees (buses, commuter trains), carpooling, apart from encouraging cycling to work through an active cycling community in the organization. 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. 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 (51%), employees utilize public transport (~35%), with owned cars and two wheelers accounting for the balance. Emissions during product use and end of life treatment of sold products: Wipro ceased its hardware manufacturing business in 2013. The number of units being sold is negligible and hence going forward in-use emissions from products sold will not be applicable. 116 03_Business Responsibility Report_v6.indd 116 6/21/2015 4:09:11 PM Annual Report 2014-15 Water Efficiency and Responsible Use 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. • Water Efficiency - Improve water efficiency (fresh water use per employee) by 5% year on year • Water Responsibility - To ensure responsible water management in proximate communities, especially in locations that are prone to water scarcity • Water Security - Recognizing water availability as a business risk, to proactively assess and plan for the water security of the organization in a manner that is congruent with other two goals. Freshwater recycling and efficiency: The per employee water consumption for the reporting year is 1.387 m3 per month as compared to 1.46 in 2013-14, an improvement of around 7.6%. We recycle 959620 m3 of water in 24 of our major locations, (888828 in 2013-14) using Sewage Treatment Plants (STPs), which represents 35% (32% in 2013-14) of the total water consumed. The percentage of this recycled water as a percentage of freshwater extracted is around 54%. The reduction in freshwater consumption has been primarily through demand side optimization, reduction in pipeline leakages and increasing water governance by building user awareness and involvement of water plumbers. We launched a program in 2013 with the aim to minimize freshwater consumption by 20% over the following two years through an integrated approach: 1) Implement Standard metering infrastructure and procedures across campuses Builders 2) Demand side optimization (improving efficiency through flow restrictors across campuses and arresting leakages), 3) Improving recycling levels through ultra-filtration using it for other non-contact purposes Local Citizen Groups 4) Integrating rain water harvesting into the consumption side water cycle of the campus. 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 61% of the sourced water. The majority of the balance 39% 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 primarily extracted from ground water. Community Water Programs: Wipro partners with experts organizations, action groups and government bodies to address issues affecting the communities in the vicinity of our organizations. As part of our Responsible Water program, we aim to create a community centered participatory approach for management of ground water. Participatory Aquifer Mapping (PAQM): Ground water is a primary source of water in Bengaluru, especially for peripheral areas of the city which are not connected to the city municipal supply (BWSSB). Around 40% of total water requirement of the city is met through ground water, which is largely unregulated. It is a scarce resource and many areas including the South east areas (Electronics City- Sarjapur-Bellandur-Whitefield corridor) are severely stressed. There is a high reliance on private supply (tanker) of water, the source of which is again mostly ground water. Ground water being a shared common pool resource, the governance choices are complex – from unregulated to centralised responses to community centered management. PAQM Program Stakeholders ACWADAM CGWB MAPUNITY Government - Urban & Local bodies PAQM Wipro BIOME Traditional Borewell Diggers Borewell Drilling Agencies Through this three year program which started in March 2014, we aim to pilot a community centered participatory approach to management of ground water. The watershed area for this program extends for approximately 35 square kilometers around our corporate campus in Bangalore. The key outcomes of the program from the first year are: a) On- site field data collection: A large group of students from Christ University, Bengaluru along with earthian program (www.earthian.in) interns , involvement from employees, 117 03_Business Responsibility Report_v6.indd 117 6/21/2015 4:09:11 PM Wipro Limited were facilitated by International Union of Conservation Network (IUCN) at Kolkata and Bangalore on Wetlands and Urban Biodiversity. Pollution and Waste Management Our goals for pollution and waste management are the following. • 100% of organic waste to be handled in-house at owned locations by end of 2014-15 • 100% of paper, cardboard, hazardous and e-waste, mixed metals/scrap and plastics to be recycled/ handled as per approved methods by end of 2014-15. • Reduce Mixed solid waste intensity to half by 2017 (3 year target) as compared to 2013-14 • Reduce landfill intensity to half by 2017 (3 year target) as compared to 2013-14 Pollution of air and water poses one of the most serious threats to community health and welfare. Our waste management strategies are centered on 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, and biomedical and other categories, which is then either recycled in-house or through outsourced vendor arrangements. 90% of the total solid waste of 4562 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 and Mixed scrap (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. We are also piloting recycling options for difficult categories like Thermocol and construction debris. The comprehensive 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. supported by our partners BIOME and ACWADAM collected data from more than 100 borewells and STP’s in the area. b) Building citizen awareness on the program: Through well-coordinated visits to Lakes, STP’s and participation in community lake events, including in campus programs we have been able to generate interest with citizen groups. c) Completed the first interpretation of the data to arrive at 3D maps, 2D contour maps and hydrogeological sections depict possibilities in visualization and citizen engagement. d) Dialogues among citizens, conservation groups, urban local bodies (like BWSSB and KSPCB), research organizations, educational institutes through sharing of learnings and facilitating/ evaluating pilots. 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 2017 • 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 our campus biodiversity 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 currently underway and expected to be completed in 2015. We have started work on biodiversity retrofit projects at our two campuses in Pune with a baseline assessment of flora and fauna biodiversity. This project envisages thematic gardens – aesthetic and palm garden, spring garden, Ficus garden, spice and fruit garden – through plantations of native spaces specific to the local geography. For one the pune campuses, the total number of native species has nearly trebled from 49 to 167 in the first year. The Electronics City biodiversity project featured as case study in a CII publication released at Conference of Parties at Korea. Wipro is one of the five member companies in India of “Leaders for Nature (LFN)”, a joint initiative of IUCN, Confederation of Indian Industries (CII), Hivos, and Wildlife Trust of India (WTI). 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. Industry workshops 118 03_Business Responsibility Report_v6.indd 118 6/21/2015 4:09:11 PM Annual Report 2014-15Update on sub-category waste goals Sub-goals 100% of organic waste to be handled in-house in all owned locations before end of 14-15 Update 75% of waste is being handled in-house. Organic Waste Converter is to be commissioned in two other locations by mid-2015 100% of paper, cardboard, hazardous and e-waste, mixed metals/scrap and plastics to be recycled/ handled as per approved methods before end of 14-15 100% of waste is handled as per approved methods. Internal audits are done as part of EHS. A continuing external audit program is proposed to be started Reduce Mixed solid waste intensity to reduce by 50% by 2017 with 13-14 as the baseline year E-waste audit recommendations to be actioned. Baseline of 13-14 is 3.26 kg per employee per annum Target of 2016-17:is 1.63 Kg per employee per annum Actuals as of 2014-15: 3.16 Kg per employee per annum Landfill intensity is unchanged at 3.13 Kg per employee per annum Pilot study program covering 15 companies in Electronics City region (Bengaluru) to start in 2015 We monitor diesel generator stack emissions (NOx, Sox and SPM) and indoor air quality (CO, CO2, VOC’s, RSPM are the key parameters) across locations every month. These meet the specified regulatory norms. 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. We proactively monitor regulatory compliances with respect to air, water and waste – and the emissions and waste generated by the organization are based on updated and approved consents as on date from respective State and Central Pollution control boards. We also have not received any show cause/legal notices relating to the same. We proactively respond to queries and clarifications received by regulatory bodies. Fig: Waste Disposal methods split for 2013-14 Incineration, 0.07 Landfill, 7.52 Reuse, 6.22 Recycled- External, 19.26 Recycled- Internal, 66.92 03_Business Responsibility Report_v6.indd 119 6/21/2015 4:09:11 PM 119 Wipro LimitedCase Study - Wipro’s Natural Capital Valuation Natural capital can be defined as the world’s stocks of natural resources which make human life possible. Businesses rely on this natural capital to produce goods and deliver services. They depend on natural non-renewable resources (for example, fossil fuels and minerals) as well as natural renewable ecosystem goods and services (for example, freshwater and pollination). Businesses also rely on natural capital for its ability to absorb by-products of production such as pollution and water. Business extraction and production activities can damage natural capital with long term economic and social consequences. These economic and social consequences manifest themselves as physical, regulatory and reputational risks for companies. One of the most useful ways for companies to account for these risks is to quantify and value the environmental impacts generated across their value chains in monetary terms. Traditional ‘single parameter’ environmental metrics such as cubic meters of water or hectares of land provide an indication of the scale of dependency on ecosystem goods and services or environmental impacts. However, they often fail to identify optimization opportunities for business. Natural capital valuation, on the other hand, provides a deeper insight because it factors scale alongside critical environmental parameters such as regional water scarcity and the ecosystem services provided by land. There are several global and country led projects underway which aim to develop environmental accounts and integrate them with traditional national accounts (GDP) including India. UNPRI, in 2010, estimated the environmental costs due to activities of top 3000 companies at US$ 6 Trillion per year. The Natural Capital Coalition (NCC), for example, is developing a Natural Capital Protocol to provide a standardized approach to natural capital accounting and valuation for businesses. Wipro, in association with Trucost, completed its first natural capital valuation exercise for the previous financial year 2013-14. The valuation for 2014-15 will be completed by Aug 2015 – however it is unlikely to be significantly different. The valuation looks at our global operational footprint - from energy related emissions, water consumption, air/water pollution, waste generation and, land use change, business travel, employee commute – as well as from the embedded natural capital in all goods and services that we procure from our supply chain. The natural capital embedded in goods and services is primarily based on valuation methodology that is based on Trucost’s econometric Input-Output model which takes in spend across different sub-categories of procurement. Monetization of impacts is based on emerging models and a selection of global and local factors - hence certain assumptions and accounting rules are inherent to the exercise. The largest contributions came from GHG emissions (50%), water abstraction (18%) and air pollution (19%). The operational value chain stage accounted for 38% of Wipro’s total environmental cost. From a geography perspective, as expected, India accounts for 86% of the overall environmental cost. For details of the study refer to www.wiprosustainabilityreport.com/natural-capital-valuation/. For Wipro, this study provides useful indicators to understand impacts and assess the value of our environmental programs. For external stakeholders like customers and analysts, these data points provide a completely transparent full life-cycle understanding of our environmental footprint. 120 03_Business Responsibility Report_v6.indd 120 6/21/2015 4:09:11 PM Annual Report 2014-15Value Chain Sustainability In this section we focus on our engagement with two major stakeholders in our value chain: suppliers and customers. We realize that the impacts of our business do not end within our boundaries, but are felt across the ecosystem and stakeholders in the value chain. Supply chain Sustainability Management Approach: The supply chain sustainability program of Wipro rests on four pillars: ethical, ecological, responsible and local. Encompassing these pillars are governance and management frameworks, which help in communicating our expectations, build awareness and set us on a path of continuous improvement. PILLARS INITAITIVES Ecological: Protecting the environment Natural Capital Accounting Study Ethical: Engaging beyond compliance & evaluating and controlling exposure to risks Supplier Engagement Program • Communicating Code of Conduct • Audits & Assessments Responsible: Ensure ethical labour practices • Incorporation in procurement criteria Diverse and Local: Promoting diversity in supply chain and local sourcing Supplier Diversity Program Local Procurement Partner Employee Engagement Initi ative (GIS business unit) Performance Update Supplier Engagement Program: As the first step in our Supply Chain Engagement program, it is now made mandatory for the suppliers to accept and sign the supplier code of conduct (SCOC). Apart from communicating key requirements in business practices, environmental and social aspects to the suppliers through SCOC, Supplier meet with about 150 key Suppliers of Wipro (IT business) was organized for the second time in August, 2014. A Supplier Awards program was also instituted this financial year as part of Supplier Meet to recognize the key contributions made by Suppliers. A total of 12 awards across multiple categories of awards based on supplier categories such as Telecom, IT, Facilities, Business support services as well as special category awards for innovation, sustainability, diversity were given. We have identified material issues across main procurement categories – through desk based study conducted in 2013 as well as a few internal and external audits over past two years. Our focus is on human rights and labour practices and regulatory compliance. Our supplier engagement program integrates a program of continuing evaluation, capacity building and risk management. We expect these steps to encourage responsible behaviour from our partners. We completed two independent audits which looked at security service providers, waste recyclers and other facility management service providers. We also piloted food safety audits at two of our campuses. A dedicated vendor helpdesk handles supplier queries on payment issues, policy clarifications and provides the initial contact for grievance redressal. Helpdesk received a total of 3152 of vendor queries since January 2015, which reflects the reach and effectiveness of our initiative. The feedback from our vendors received through this initiative helped us improve our processes and initiate new steps like automation of sharing payment advices, periodical validation of vendor credential in our database as well as exchange of ideas between critical vendors and our organization on possible process improvements to ensure smooth interactions. 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 33 complaints reported by suppliers during the year. There was an instance of serious supplier breach of our code of conduct as a result four vendors have been blacklisted. There have been no instances related to anti-trust in the reporting period across our business divisions. Supplier Diversity: Wipro is an Equal Opportunity employer and strongly advocates the same through its supply chain by encouraging supplier diversity. Qualified enterprises owned by person with disability, women or member of minority communities are identified and engaged with. Diversity supplier spend contributes to 5.2% of total central procurement tracked spend for India operations. Diversity classification is based on supplier self-disclosure and is not verified. Local Procurement: Wipro encourages sourcing from the local economy. At an aggregate level, nearly 79% of our suppliers are based in India; by value 71% 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. 121 03_Business Responsibility Report_v6.indd 121 6/21/2015 4:09:11 PM Wipro LimitedProduct Stewardship Management Approach: Customer stewardship hinges on meeting customer expectations by being responsive and through a portfolio of products and services which meet changing customer needs by integrating resource efficiency, dematerialization, organizational transparency, connectedness and collaboration. At the same time, listening to the voice of customer regularly through the engagement is critical. The dedicated customer advocacy group anchors these programs. Product Stewardship through ICT Service Portfolio EcoEnergy – Energy Management solutions Internet of Things • Analytics • Cloud based services • • • Mobility • Open Source • Information Management Customer Advocacy through • Customer Satisfaction Surveys • Customer Initiated Audits Performance Update Wipro as a strategic provider of IT services and system integration offers Business Application Services; Advanced Technologies & Solutions; Business Consulting; Process Engineering Solutions, Business Process Outsourcing; and Global Infrastructure Services to customers across different industry verticals. The industry verticals are classified into Banking, Financial Services & Insurance, Retail Consumer Packaged Goods, Transportation & Government; Manufacturing & Hi-Tech; Healthcare, Life Science & Services; Energy, Natural Resources, Utilities and Engineering & Construction; and Global Media & Telecom. We serve over 950 clients, including a number of Fortune 500 and Global 500 corporations across 57 countries. Wipro offers a portfolio of ICT solutions with sustainability benefits to clients across sectors. For the Logistics/Transportation and manufacturing sectors, we have solutions related to route optimization and dematerialization of operations. Wipro supports its automotive industry customers in achieving their sustainability goals through an innovative solution called EcoMeter Connect solution (US patent applied) which supports various stakeholders involved in the emission reduction business. This solution which is offered as a part of Connected Car platform is an innovative and cost effective way of tackling emission reductions and fuel-efficiency improvements. Wipro offers environment centric solutions to energy, utilities and natural resources as well as manufacturing industries with focus on environment, health and safety. Wipro EcoEnergy, the clean tech business unit of Wipro Limited offers Enterprise wide Energy Management Services to help customers reduce their energy consumption, reduce CO2 emissions, and improve the efficiency in energy operations. The value proposition of EcoEnergy is to help its customers achieve 6% – 18% of effective cost savings through reduced consumption, optimized operations, monitoring and maintenance over a multi- year engagement. Customer advocacy: At Wipro, customer advocacy is integral part of the core quality and delivery functions and these functions drive customer satisfaction improvement initiatives across the organization. Voice of customer (VOC) is heard at various levels i.e., at project level, program level, account level and through direct feedback, informal meetings, governance meetings and senior management interaction with the client. This group acts as an early warning system of potential customer issues and enables the system to address these issues before they become serious. PCSAT (Project Customer Satisfaction), Program CSAT, Quarterly pulse surveys and Account CSAT through third party surveys are conducted formally and at appropriate intervals to capture customer satisfaction/ dissatisfaction with Wipro. Strategic marketing conducts surveys on brand perception where they also understand customer’s expectations of Wipro and Wipro’s position relative to its competitors. Wipro’s Senior Leadership visit to customers is another source of information on VOC. Wipro also conducts webinars with its alliance partners to capture customer voice. Our Net Promoter Score shows a continuous improvement trend as it has increased by 680 basis points for 2014-15 as compared to the previous year. Apart from service delivery and quality expectations, our global customers also expect transparency and compliance on different sustainability aspects within our operations and also extended value chain. Third party supply chain CSR raters like Ecovadis and Verego regularly assess and profile our sustainability 122 03_Business Responsibility Report_v6.indd 122 6/21/2015 4:09:11 PM Annual Report 2014-15performance in their platform which is used by more than 30 Wipro customers. In the recent assessment by Ecovadis, we have achieved an overall CSR rating of Gold (highest among possible three levels). Verego has rated us “Best in Class” across all the 5 areas (Leadership, Ethics, People, Community and Environment) and designated us as a “CSR Thought Leader” “. Education and Community Active engagement with our customers provides us valuable insights into emerging sustainability risks and focus areas. We collaborate with our customers and partners in implementing identified areas of improvement. • Mission 10X, a not-for-profit trust • Works with engineering colleges across 26 states • Wipro Appplying Thought in Schools(WATIS) • Through a network of 30 partners, reaches 2000+ schools across the country • Wipro US Science Education Fellowship • Earthian program n o i t a c u d E e r a C y t i n u m m o C • Wipro Cares, a not-for-profit trust • Works with proximate communities through partners 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 Measuring outcomes in social programs: In the sections below, we have summarized work in different programs in terms of Input, Output and Outcome. This is the first attempt at representing our work using such a framework. Our inputs to the program and the outputs from it have been easier to discern. Deriving the outcomes has been more challenging. We have tried to assess the outcomes at two levels – the project or intervention level and at the level of the partner organization. The outcomes have been drawn from our interactions with the field, project reviews with partners and our partners’ own observations and records from the field. These have not been assessed or verified independently. In future we aim to do this as well as qualify the long term impacts of some of our longer running programs. CSR Spend: The CSR spend disclosed in Director’s Report is of ` 1327.04 Mn. We believe that our community engagement initiatives should cover all our significant areas of operations. The Science Education Fellowship (SEF) Program, an integral part of our community and education program, engages with and aims to build teaching capacities in the disadvantaged communities of three cities in the U.S. For more information on this programme, refer to Page No. 124. The spend on SEF program for 2014-15 was ` 79.1 Mn. This amount is not accounted in the CSR Report (Page: 66) as the CSR guidelines in the Companies Act 2013 does not allow reporting of spend in countries outside India. Wipro’s actual spend on CSR initiatives for 2014-15, including this, amounts to ` 1406.14 Mn. Wipro Applying Thought in Schools (WATIS) This financial year, Wipro Applying Thought in Schools (WATIS) widened the scope of our programme to new domains like primary school mathematics and integrated learning programmes for rural youth. Also extended our reach to newer geographies through 6 new partnerships in the North-East, Maharashtra, Kerala, Karnataka, Punjab and Meghalaya. Another significant step was the program focused on education for children with disabilities which began this year with the objective to establish models of inclusive education to include children with disabilities into mainstream education. 123 03_Business Responsibility Report_v6.indd 123 6/21/2015 4:09:11 PM Wipro Limited WATIS is a social initiative working on building capacities in school education reform in India. The intent is to contribute towards systemic improvement of the Indian school education system. Our key strategy has been organizational capability building of civil society organizations across the country, in order to have a multiplier effect on education in India. We partner with civil society organizations and support them to develop and enhance their capacity in working for systemic reform in education. We support organizations through project and programmatic grants to develop and pilot innovative ideas and practices and also to work with various stakeholders to build capacity in the system, to implement these ideas and further educational reform across different contexts and geographies in the country. Over the past 14 years, we have associated with 60 organizations at different levels and worked closely with 35 organizations. Our work with them has primarily been through 67 educational projects, involving over 2300 schools and 13,250 educators across 17 states reaching out to about 1 million students. Wipro Science Education Fellowship Program in the U.S.A. Wipro Science Education Fellowship Program launched in March 2013 is focused on improving Science and Math education in schools primarily serving disadvantaged communities in US cities. The program is currently launched in Chicago, New Jersey, New York and Boston in partnership with Michigan State University (MSU) and University of Massachusetts (UMass). The goal of the two year capacity development program is to improve teaching capacity and promote science, technology, engineering and math (STEM) education in their respective schools. The process of selection of teachers for the Chicago program began in Q1 of 2014. The selected teachers started training under the fellowship for a year which will be followed by another year of follow-up sessions. 37 teachers (19 from NJ and 18 from Boston) from the first cohort of the Boston program which began in March 2013 have successfully completed their 1 year training and have worked on their ‘Growth Plan Systems’ with their UMass advisors. Cohort 2 teachers from New Jersey and Boston and Cohort 1 teachers from New York underwent intensive training through classroom discussions and presentations, monthly Vertical Collaborative Coaching and Learning in Science meetings, periodic full-day workshops, retreats etc. Earthian - The Sustainability Program for Schools and Colleges Earthian Awards: In the 2014 – 2015 edition of earthian- the annual Sustainability Program for Schools and Colleges, we reached out to more than 10000 schools and college and over 350 schools and 170 colleges participated in the event. Owing to our outreach initiatives, this edition became a highly inclusive program with massive participation and even winners from rural and semi-rural India. The 10 best entries from schools and 124 colleges each were selected by an eminent jury with varied experience in academia, research and civil society organization and were presented with awards at the earthian award event in February 2015. CEP (Continuous Engagement Program): The 10 earthian winning schools and colleges from the earlier 2013-14 edition have been engaged in the Continuous Engagement Program (CEP) offered in association with Wipro’s partner ecosystem in education and sustainability. The core focus of this engagement is of driving sustainability thinking and action through the learning process. As part of the school engagement program, introductory Sustainability workshops for schools have been completed in 14 schools across the country with the participation of 250 plus teachers. A new CEP school portal is now live with over 80 teachers across India pre-registered and officially inducted into the CEP program. For college students from winning institutes, earthian offered five Internships with 3 organizations (Trucost, BIOME & CSTEP) who are domain specialists in sustainability and related areas. Also in line with our long term vision to further sustainability education in India, WIPRO and IIMB embarked on a broad collaboration of which an integral part is the curation of national forum of leading Business Schools from across the country. The first edition of this program - a ‘Symposium on Advancing Sustainability Research and Education’ for B-schools saw the participation of top 13 Business schools in India represented by core faculty engaged in sustainability education. Mission 10X In the financial year 2014-2015, 76 Academic Leadership Workshops, 1003 Faculty Empowerment Workshops, 91 UTLP Practitioner’s workshops and 614 Student Engineering Thinking workshops were organized under Mission10X programme. Out of the 54 Mission10X Technology Learning Centers (MTLCs) operational in 12 states, 10 were established last year. Overall 27,482 Engineering College Faculty have been trained and 1,300 colleges across the 29 states were covered through Mission10X interventions. Mission10X is a not-for-profit initiative of Wipro Limited which was started on 5th Sept 2007 towards building the employability skills of engineering students by training engineering college teachers. The first phase of Mission10X focused on training teachers on Pedagogy while the second phase has focused on “SMALLER and DEEPER Engagement” philosophy where a set of selected Engineering colleges have been given a deeper educational interventions. The focus has been on creating the 21st Century skills amongst the learners who are predominantly hired by the IT industry. The following three essential attributes of a ‘Graduate engineer’ are covered in all Mission10X interventions: • Communication: Ability to communicate with others for shared understanding in technical, behavioral, logistical and practical concern. 03_Business Responsibility Report_v6.indd 124 6/21/2015 4:09:11 PM Annual Report 2014-15• Collaboration (Team work): Ability to work collaboratively to explore possibilities to address the stated problem by drawing knowledge from diverse professionals and backgrounds. • 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 (HoDs), faculty members and students are met through a program that enhances overall learning incorporating structured engagement and effective delivery systems. Community Care - Wipro Cares Wipro Cares is a program primarily focusing on developmental challenges faced by communities in the domain of primary health care, education, environment and disaster rehabilitation. The communities we work with our largely proximate to where Wipro has its presence. 2014-15 was an exciting year for Wipro Cares as we grew our number of projects as well as added disability as an added domain of engagement. Our number of projects grew close to three folds, from 11 in 2013-14 to 29 in 2014-15. Out of the 29 projects, five were projects started under the ‘disability’ domain. Primary Healthcare: Our primary health care projects typically provide quality preventive and curative health care services to underserved communities. Through seven of our health care projects, covering 75 villages across Maharashtra, Karnataka, Andhra Pradesh & Uttarakhand we are providing more than 75000 people access to primary health care. Apart from providing regular curative services ,the emphasis of these projects are to build the capacities of the communities to handle their primary health care needs, also leverage existing government infrastructure and schemes as a part of their health rights. Out of the seven health care projects, two new projects that were started in 2014-15 were in Haridwar in Uttarakhand and Aurangabad in Maharashtra. Education: The education projects continued to provide educational opportunities to underprivileged children, typically children who are most marginalized due to their socio-economic status, for example children of migrant laborers. More than 50000 children benefited from the ten education projects in the cities of Pune, Hyderabad, Kolkata, Mumbai and Chennai. Out of the ten projects, six were added in 2014-15. Disability: In 2014, we included an additional theme of disability. Through our ‘Education of children with disability’ projects, we supported the educational and rehabilitative needs of 1350 underprivileged children with disabilities through five projects in the cities of Bangalore, Pune, Jaipur and Hyderabad. Under disability, our focus is on early intervention and inclusive education to ensure that children with disabilities have access to quality education and the opportunity to lead a life of dignity. livelihood to around 80 farmers. In 2014 we also added the aspect of adult literacy as a part of the social forestry project in rural Tamil Nadu. Another addition in 2014 was the inclusion of solid waste management as a sub theme under the thematic domain of Environment. We are working on providing social and nutrition security to waste workers along with upgrading their skills to assist them in augmenting their livelihood and live a life of dignity. Our first project under the ‘solid waste management’ sub theme was started in Bangalore in 2014. Disaster Rehabilitation: Through the years, we have supported the causes of communities affected by Karnataka Floods, Bihar Floods, Japan Tsunami, Hurricane Sandy and the Philippines Cyclone. In 2014-15 we supported communities affected by the Uttarakhand Floods and the Odisha Cyclone in 2013. In Uttarakhand we initiated a project to work with 1000 families on exploring alternative modes of livelihood to reduce their economic dependence on tourism and increase their resilience as a community. In Odisha, we restored the livelihood of 250 families of the fishermen community by providing them fishing nets and increasing their awareness on various existing social security schemes. These 250 families were from 15 villages of five Gram Panchayats in Polasara Block of Ganjam District. Employee Engagement: Engaging employees continued to be an integral part of Wipro Cares. We encouraged employees to volunteer with our partners, acting thus as catalysts in bringing about positive change and also learning in the process. We currently have 15 volunteering chapters, seven in India and nine overseas. Wipro Cares organized a blood donation drive for thallasaemics where 3256 units of blood were collected. We also continued celebrating ‘Joy of Giving @ Wipro, 2014’ across WT, WI, WBPS, WIN, WCCLG in 11 locations in India and UAE. Advocacy and Outreach 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, and 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 on Water, Energy and Climate Change, e-Waste, Education and Diversity. We work through industry platforms like CII, NASSCOM as well as with research partners who carry expertise in these domains. Social Forestry: Our project in social forestry has helped plant more than a lakh trees, and has at the same time provided Our primary identified stakeholders for public policy and advocacy are 125 03_Business Responsibility Report_v6.indd 125 6/21/2015 4:09:11 PM Wipro Limited• 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, and Ministry of Corporate Affairs • • The CII led Indian Business for Biodiversity Initiative (CIIIBBI) The Leaders for Nature (LFN) framework of the India chapter of the International Union of Conservation Networks (IUCN) • 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: • • • • • The CII-Godrej Green Business Center (GBC) The CII-ITC Center for Sustainable Development CII National Environment Committee The Nasscom working groups on Gender Diversity The TERI-BCSD 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 along with government policy 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 : Carbon Disclosure Project in the area of Climate Change, BIOME and ACWADAM in the area of Water, ATREE and IUCN ( India chapter) in the areas 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: (i) In partnership with Carbon Disclosure Project (CDP) and IIM Bangalore, a research study was done on the role of the Information and Communication Technology (ICT) sector in combating climate change. The study report was released in October 2014 (ii) As a member of the TERI-BCSD ( Business Council for Sustainable Development) India program, we participated in the program track on Energy Efficiency that seeks to advance best practices on energy management and efficiency in different industry sectors Water continued to be a major area of collaborative focus for us in 2014-15. The two major advocacy platforms that we have been deeply involved in are summarized below (i) Advancing the agenda of 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. Five area-wise clusters were formed with specific action plans drawn up for each (ii)The Responsible Water program seeks to address the pressing issue of ground water in the Sarjapur area in Bangalore. It does this through a combination of scientific hydrogeology and the involvement several citizen groups as part of a unique decentralized governance framework Biodiversity: Our participation in advocacy on biodiversity issues was through two national levels forums – the CII-India Business for Biodiversity Initiative (IBBI) and the Leaders for Nature program from the India chapter of IUCN. Our case study was featured in the IBBI publication that was released at the COP on Biodiversity in Korea in October 2014, Along with IUCN, we hosted an industry interaction on the Kolkata wetlands in our Kolkata center. A similar interaction with civil society was hosted at our Bangalore campus Waste Management: In collaboration with InfoActiv, an Australia based NGO organization that focuses on e-Waste, we helped create a platform in the Electronic City Industrial area in Bangalore, India. This zone hosts a significant majority of IT companies and is therefore a source of sizable amounts of e-Waste. The platform will help align common focus areas, opportunities and streamline the processes involved in the management of e-Waste from bulk consumers. Apart from this, we continued to be part of the sub-committee on ‘Waste’ in the CII National Environment Committee. Water, Energy, Biodiversity, Waste Management 126 03_Business Responsibility Report_v6.indd 126 6/21/2015 4:09:12 PM Annual Report 2014-15 Domain Brief highlights Horizontal areas in Sustainability and CSR We continued to strengthen our participation in advocacy on the cause of corporate sustainability as a whole As Co-Chair of the CII-GBC Greenco forum (Bangalore chapter), the goal is to drive the adoption of the ‘Greenco’ framework by industry at large in Bangalore and surrounding areas. The Greenco framework encourages companies to establish a multi-dimensional framework of ecological sustainability that spans the areas of Energy, Water, Waste, Biodiversity and Product Stewardship. We continued to actively participate in the debate around the CSR provisions of the Companies Act 2013. Our primary position has been that CSR as a mandate may not be the most effective means of getting industry to engage on larger social issues. We also believe that business sustainability plays a critical role in moving the needle forward and must be included as part of the provisions of the CSR rules. 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 We supported a multi-state comparative study which is providing insights into how the textbook markets operate in India; the outcomes of this study are expected to inform later advocacy efforts. Our work with partner organizations such as EZ Vidya to develop capacity in understanding and supporting schools to do Continuous and Comprehensive Assessment (CCE) and SeasonWatch, a national citizen science initiative, were covered in popular media School Education Our social science program with Vikramshila was lauded as an exemplar way of imparting life skills at a joint meeting organized by Jadavpur University and UNICEF The proceedings of the 14th annual Partners’ Forum on the topic of ‘Textbooks and Education’ and of the 13th Partners’ Forum on ‘Assessments and School Education’ have been published & distributed. Summary videos of Forum sessions were also disseminated online through a YouTube channel Kamala Mukunda’s acclaimed book on child learning, ‘What did you ask at School Today’, was brought out in Hindi by Eklavya with our support. The books has been distributed widely among educational NGOs and also to over 500 District Institutes of Education and Training (DIETs) across the country. earthian, Wipro’s flagship program in sustainability education for schools and colleges, tries to catalyze advocacy on sustainability learning among young students across the country The scale of earthian’s outreach is significant: over a four year period of 2010-2014, the outreach has been to 3000 schools, 15000 students and 3500 educators,90000 Facebook fans, 45000 Youtube views and 25000 unique website visits Sustainability Literacy and Education We co-hosted – along with IIM Bangalore and the Kenan Flagler School of Business, University of North Carolina – a national level symposium on ‘Sustainability in Management Education’. The meet was attended by faculty from more than 15 premier B-Schools from across the country We also hosted a Business Plan competition on ‘Sustainable Public Transport in Bangalore’ as part of IIM-Bangalore’s annual student-led event ‘Eximius’ 14 workshops on sustainability learning were conducted for more than 250 teachers from selected earthian schools from across the country 03_Business Responsibility Report_v6.indd 127 6/21/2015 4:09:12 PM 127 Wipro LimitedDomain Brief highlights During 2014-15, we also participated in industry research and advocacy on key Diversity 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 on the Catalyst Board of Directors and is also the chair of Catalyst India Advisory Board Our work on Persons with Disability was featured as one of the five case studies globally in a special report that GRI (Global Reporting Initiative) released in Madrid, Spain in March 2015 Speaking engagements in public forums play an important role in building sustainability awareness and advocacy. We actively participated as speakers in several events all through the year, some examples of which are: University of Pennsylvania, Wharton Business School, the Annual CII Greenco Summit at Chennai, the CII-IBBI national conference on Biodiversity, the annual summit of IUCN-India, the annual conference of the India Green Building Council and the National HRD network annual summit. 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 2015-16 will be • Energy and Climate Change • Water • Biodiversity • E-Waste • School Education, Sustainability Education and Education for Children with Disability • Gender • Horizontal areas of Sustainability and CSR 128 03_Business Responsibility Report_v6.indd 128 6/21/2015 4:09:12 PM Annual Report 2014-15ASSURANCE STATEMENT INDEPENDENT VERIFICATION STATEMENT ON BUSINESS RESPONSIBILITY REPORT Introduction DNV GL, represented by DNV GL Business Assurance India Private Limited, has been commissioned by the management of Wipro Limited (‘Wipro’ or ‘the Company’) to carry out an independent assurance engagement on the Business Responsibility Report (‘BRR’ or ‘the Report’) to be published along with its Annual Report 2014–15 in its printed format. This assurance engagement has been conducted to verify the 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 enunciated in the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ (NVG) framed by the Ministry of Corporate Affairs (MCA), Government of India. The intended users of this assurance statement are the management of the Company and readers of the Report. The management of Wipro is responsible for all information provided in the Report as well as the processes for collecting, analysing and reporting the information. DNV GL’s responsibility regarding this verification is to the Company only and in accordance with the agreed scope of work. The assurance engagement is based on the assumption that the data and information provided to us is complete and true. The verification was conducted by a multidisciplinary team of qualified and experienced assurance professionals during June 2015, for the year of activities covered in the Report, i.e. 1st April 2014 to 31st March 2015. Scope, Boundary and Limitations of Assurance The scope of work agreed upon with Wipro includes a moderate level of verification of the contents of the BRR including disclosures against nine principles of the NVG, and reported in the Annual Report 2014-15 i.e. review of the disclosures - policies, initiatives, practices and performance described in the Report as well as references made in the Report. The reporting boundary covers Wipro’s IT business, that is, Wipro Infotech, Wipro Technologies, Wipro BPS (Business Process Services) and Wipro Eco Energy services. During the verification process, there were no limitations encountered on the agreed scope for the engagement; however, the financial figures/data disclosed in this Report is based on the financial data audited by the statutory auditors, and reported in the Company’s Annual Report 2014-15. No external stakeholders were interviewed as part of this assurance engagement. Verification of data was was limited to review of aggregated data presented at the corporate office. Methodology This assurance engagement was planned and carried out in accordance with VeriSustain (DNV GL Protocol for Verification of Sustainability Reporting). The Report has been evaluated against the following criteria: • Moderate level of assurance, as set out in VeriSustain; • Alignment of the BRR to the NVG principles and related BRR reporting requirements of SEBI; As part of the engagement, we have verified the statements and claims made in the Report and assessed the robustness of the underlying data aggregation, information flow and controls. In doing so, we have: Reviewed the Company’s approach to addressing the BRR requirements, including NVG principles; Examined and reviewed documents, data and other information made available by the Company; Visited corporate office at Sarjapur, Bengaluru to conduct verification; • • • • Conducted interviews with key representatives including data owners and decision-makers of the Company; • • Performed sample-based reviews (for moderate level of verification) of the mechanisms for implementing the Company’s policies, as described in the Report; Performed sample-based checks of the processes for generating, gathering and managing the quantitative data and qualitative information included in the Report. Conclusion We have evaluated the Report against the reporting principles and framework with respect to materiality, stakeholder inclusiveness, responsiveness, reliability, neutrality and completeness. In our opinion: • • • • The Report aligns itself against the nine principles of NVG and has fairly responded to the reporting framework related to BRR; The qualitative and quantitative data included in the Report, were found to be reliable, identifiable and traceable; Report along with the references made, provides a fair description of the initiatives taken by the Company from the Social, Environmental and Governance perspectives; The personnel responsible were able to demonstrate the origin and interpretation of data. On the basis of our verification methodology and scope of work agreed upon, nothing has come to our attention that would cause us not to believe that this report is not materially correct and is not a fair representation of the data and information. Opportunities for Improvement The following is an excerpt from the observations and opportunities for improvement reported to the management of the Company and are considered for drawing our conclusion on the Report; however they are generally consistent with the management’s objectives: • The Company may report sustainability disclosures related to India and other geo-locations separately for the benefit of stakeholders’ understanding of Wipro’s sustainability performance. The scope of the internal audits related to sustainability could be expanded to include social aspects. • • Certain policies required under NVG are being evolved and it is suggested that these policies may be defined and communicated to further improve • completeness of reporting against the policy requirements of the NVG. The Report may explicitly disclose the Company’s position statement related to policies against the requirements of reporting on “Principle-wise (as per NVGs) BR Policy/policies” under “Section D: BR Information”. DNV GL’s Competence and Independence We are a global provider of sustainability services, with qualified environmental and social assurance specialists working in over 100 countries. We were not involved in the preparation of any statements or data included in the Report except for this Verification Statement. DNV GL maintains complete impartiality toward any people interviewed. For DNV GL, Kiran Radhakrishnan Project Manager DNV GL Business Assurance India Private Limited, India. Bengaluru, India, 5th June 2015. Vadakepatth Nandkumar (Reviewer) Regional Sustainability Manager DNV GL Business Assurance India Private Limited, India. 129 03_Business Responsibility Report_v6.indd 129 6/21/2015 4:09:12 PM Wipro Limited Cheif Executive Officer (CEO) / Chief Financial Officer (CFO) Certification under Clause 49 (IX) of the Listing Agreement The Board of Directors Wipro Limited Bengaluru Dear members of the Board, 1. We have reviewed the financial statements and the cash flow statement of Wipro Limited for the year ended 31st March, 2015 and to the best of our knowledge and belief: a. b. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Company’s Code of Conduct. 3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls. 4. We have indicated to the Auditors and the Audit Committee: a. b. c. that there are no significant changes in internal control over financial reporting during the year; that there are no significant changes in accounting policies during the year; and that there are no instances of significant fraud of which we have become aware. Bengaluru June 03, 2015 Azim H Premji Jatin Pravinchandra Dalal Chairman & Managing Director Chief Financial Officer 130 04_Wipro AR_Standalone Accnts_2015.indd 130 6/21/2015 4:11:14 PM Standalone Financial StatementsAnnual Report 2014-15 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’), comprising the balance sheet as at March 31, 2015, the statement of profit and loss, 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 The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the financial statements. 2. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable. Asrequired by Section 143 (3) of the Act, we report that: (a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account; in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; (b) (d) (c) (e) on the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act;and (f ) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 33 and 40 to the financial statements; The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long- term contracts including derivative contracts- Refer Note 35 to the financial statements. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. ii. iii. for BSR & Co. LLP Chartered Accountants Firm registration No.: 101248W/ W-100022 Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 131 04_Wipro AR_Standalone Accnts_2015.indd 131 6/21/2015 4:11:14 PM 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, 2015. We report that: (iv) (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (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. (ii) (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. (iii) (a) The Company has granted, in an earlier year an interest free loan to a party (wholly owned subsidiary) covered in the register maintained under section 189 of the Companies Act, 2013 (“the Act”). (b) In the case of loan granted to the party listed in the register maintained under section 189 of the Act, the loan is interest free and the principal amounts, are being repaid regularly in accordance with the agreed contractual terms. (c) 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 189 of the Act. 132 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. (v) The Company has not accepted any deposits from the public. (vi) We have broadly reviewed the books of account relating to material, labour and other items of cost maintained by the Company prescribed by the Central Government for the maintenance of cost records under section 148 (1) 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. (vii) (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, Wealth Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess 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, Wealth Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable. (b) According to the information and explanation given to us, there are no disputed amounts payable in respect of Wealth tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax, Duty of Excise, Duty of Customs, Sales-Tax and Service Tax have not been deposited by the Company on account of disputes: 04_Wipro AR_Standalone Accnts_2015.indd 132 6/21/2015 4:11:14 PM Standalone Financial StatementsAnnual Report 2014-15 Name of the Statute Nature of the dues Amount unpaid* (` in millions) Period to which the amount relates (Assessment year) Forum where dispute is pending The Income Tax Act, 1961 Income Tax and interest demanded 31,968 2001-02 to 2007-08 High Court ** The Income Tax Act, 1961 Income Tax and interest demanded 2,102 2007-08 to 2011-12 Income Tax Appellate Tribunal The Income Tax Act, 1961 Income Tax and interest demanded (based on draft assessment order) 7,852 2011-12 Dispute Resolution Panel *** 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) Sales tax, interest and penalty demanded 1,021 1986-87 to 2010-11 Appellate Authorities Sales tax demanded 366 1998-99 to 2009-10 Appellate Tribunal Sales tax and penalty demanded 31 1999-00 to 2007-08 High court / Supreme court The Central Excise Act, 1944 Excise duty demanded 59 1995-96 to 2012-13 Appellate Authorities The Central Excise Act, 1944 Excise duty demanded 22 2004-05 to 2010-11 CESTAT The Customs Act, 1962 Customs duty, interest and penalty demanded 279 1995-96 to 2009-10 Appellate Authorities The Customs Act, 1962 Customs duty and penalty demanded 4 1991-92 to 2011-12 CESTAT The Customs Act, 1962 Customs duty demanded 40 1990-91 to 1998-99 High court / Supreme court The Finance Act, 1994 - Service tax Service tax demanded 109 2004-05 to 2010-11 Appellate Authorities The Finance Act, 1994 - Service tax Service tax demanded 379 2001-02 to 2009-10 CESTAT *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. (c) According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred made thereunder. (viii) 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 term loans taken by the Company have been applied for the purposes for which they were raised. (xii) 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. (ix) (x) 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. for BSR & Co. LLP Chartered Accountants Firm registration No.: 101248W/ W-100022 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. Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 04_Wipro AR_Standalone Accnts_2015.indd 133 6/21/2015 4:11:14 PM 133 Standalone Financial StatementsWipro Limited BALANCE SHEET 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 (` in millions, except share and per share data, unless otherwise stated) 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, 2015 2014 4,937 341,279 346,216 – 10,632 567 281 2,736 14,216 49,704 57,288 25,511 41,150 173,653 534,085 35,700 4,684 3,612 55,797 1,659 30,710 3,368 135,530 51,888 4,794 81,442 156,675 52,561 51,195 398,555 534,085 4,932 288,627 293,559 – 10,061 1,379 629 2,889 14,958 35,042 53,566 24,048 36,196 148,852 457,369 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 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 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/W-100022 Azim H Premji Chairman & Managing Director N Vaghul Director M K Sharma Director Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 134 Jatin Pravinchandra Dalal T K Kurien Chief Financial Officer Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 04_Wipro AR_Standalone Accnts_2015.indd 134 6/21/2015 4:11:14 PM Standalone Financial StatementsAnnual Report 2014-15 STATEMENT OF PROFIT AND LOSS (` in millions, except share and per share data, unless otherwise stated) Notes For the year ended March 31, 2015 2014 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 30 41 2 412,100 387,651 2 412,098 24,990 437,088 34 24,564 (2,543) 197,263 3,629 7,784 100,787 331,518 105,570 23,766 (127) 23,639 81,931 33.38 33.28 79 387,572 16,112 403,684 2,053 22,858 9 183,375 3,747 7,367 88,193 307,602 96,082 21,684 524 22,208 73,874 30.09 30.01 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/W-100022 Azim H Premji Chairman & Managing Director N Vaghul Director M K Sharma Director Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 Jatin Pravinchandra Dalal T K Kurien Chief Financial Officer Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 135 04_Wipro AR_Standalone Accnts_2015.indd 135 6/21/2015 4:11:14 PM Standalone Financial StatementsWipro Limited CASH FLOW STATEMENT (` in Millions) Year ended March 31, B. A. Cash flows from operating activities: Profit before tax Adjustments: Depreciation and amortisation Amortisation of share based compensation Provision for diminution in the value of non-current investments Exchange differences, net Interest on borrowings Dividend / interest income Proft on sale of investments Loss/(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 interest bearing and non callable deposits Refund of interest bearing deposits Investment in subsidiaries Payment made pursuant to demerger Loan repayment by subsidiaries Dividend / interest income received Net cash (used in) / generated from 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. 2015 105,570 7,784 1,296 - 3,156 511 (15,834) (3,948) 8 2,851 (4,022) (2,511) 5,146 100,007 (22,971) 77,036 (8,739) 445 (550,990) 561,106 (39,200) 13,500 (3,425) - - 12,353 (14,950) 5 (253) (29,239) 90,212 (79,086) (18,361) 43,725 105,549 - 151 149,425 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 (5,927) (3,553) 928 11,758 2,396 6 (674) (23,069) 102,078 (119,227) (40,886) 27,396 78,004 642 (493) 105,549 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/W-100022 Azim H Premji Chairman & Managing Director N Vaghul Director M K Sharma Director Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 136 Jatin Pravinchandra Dalal T K Kurien Chief Financial Officer Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 04_Wipro AR_Standalone Accnts_2015.indd 136 6/21/2015 4:11:14 PM Standalone Financial StatementsAnnual Report 2014-15 NOTES TO THE FINANCIAL STATEMENTS (` in millions, except share and per share data, unless otherwise stated) 1. Company overview iii. Goodwill Wipro Limited (Wipro or the Company), is a leading India based provider of IT Services, including Business Process Services (BPS), globally and IT Products. The goodwill arising on acquisition of a group of assets is not amortized and is tested for impairment if indicators of impairment exist. 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. 2. Significant accounting policies i. Basis of preparation of financial statements The financial statements 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 mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) / Companies Act, 1956 (“the 1956 Act”), as applicable, Accounting Standards (‘AS’) issued by Institute of Chartered Accountants of India (ICAI) and other generally accepted accounting principles in India. All amounts included in the financial statements are reported in millions of Indian 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. 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. iv. Fixed Asset Tangible 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. 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. 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 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. 137 04_Wipro AR_Standalone Accnts_2015.indd 137 6/21/2015 4:11:15 PM Standalone Financial StatementsWipro Limited 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 The Company derives revenue primarily from software development, maintenance of software/hardware and related services, business process services, sale of IT and other products. 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. 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 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 profit and loss in the period in which such losses become probable based on the current contract estimates. 138 ‘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 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. 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. The 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. Costs that relate directly to a contract and incurred in securing a contract are recognized as an asset and amortized over the contract term. Contract expenses are recognised as expenses by reference to the stage of completion of contract activity at the end of the reporting period. 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 net 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. 04_Wipro AR_Standalone Accnts_2015.indd 138 6/21/2015 4:11:15 PM Standalone Financial StatementsAnnual Report 2014-15 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 interest income and the estimated residual value of the leased equipment on consummation of such leases. Unearned interest 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 interest 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 at period- end are translated at the exchange rate prevailing at the date of Balance Sheet. 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. 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 primarily 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 (Accounts) Rules, 2014 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. 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. The fair value of derivative financial instruments is determined based on observable market inputs including 139 04_Wipro AR_Standalone Accnts_2015.indd 139 6/21/2015 4:11:15 PM Standalone Financial StatementsWipro Limited currency spot and forward rates, yield curves, currency volatility etc. xii. Depreciation and amortization The Company has provided for depreciation using straight line method over the useful life of the assets as prescribed under part C of Schedule II of the Companies Act, 2013 except in the case of following assets which are depreciated based on useful lives estimated by the Management: Class of asset Buildings Computer including telecom equipment and software (included under plant and machinery) Furniture and fixtures Electrical installations (included under plant and machinery) Estimated useful life 28 – 40 years 2 – 7 years 5 – 6 years 5 years 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. Vehicles 4 years xiv. Employee benefits For the class of assets mentioned above, based on internal technical assessment the management believes that the useful lives as given above best represent the period over which management expects to use these assets. Hence the useful lives for these assets are different from the useful lives as prescribed under Part C of Schedule II of the Companies Act, 2013. Freehold land is not depreciated. 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. 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. 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 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. 140 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 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 carried out by independent actuary 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 profit and loss account. Gratuity: In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible 04_Wipro AR_Standalone Accnts_2015.indd 140 6/21/2015 4:11:15 PM Standalone Financial StatementsAnnual Report 2014-15 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 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, 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. Deferred tax: 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. 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. 141 04_Wipro AR_Standalone Accnts_2015.indd 141 6/21/2015 4:11:15 PM Standalone Financial StatementsWipro Limited 3. Share capital Authorised Capital 2,917,500,000 (2014: 2,650,000,000) equity shares [Par value of ` 2 per share] 25,000,000 (2014: 25,000,000) 10.25 % redeemable cumulative preference shares [Par value of ` 10 per share] 150,000 (2014: Nil) 10% Optionally convertible cumulative preference shares [Par value of ` 100 per share] Issued, subscribed and fully paid-up capital 2,469,043,038 (2014: 2,466,317,273) equity shares of ` 2 each [refer note (i) below] Terms / Rights attached to equity shares As at March 31, 2015 5,385 250 15 6,100 4,937 2014 5,300 250 - 5,550 4,932 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 Year ended March 31, 2015 ` 5 ` 7 2014 ` 3 ` 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 As at March 31, 2015 As at March 31, 2014 No of Shares ` million No of shares ` million Opening number of equity shares / American Depository Receipts (ADRs) outstanding Equity shares / American Depository Receipts (ADRs) issued pursuance to Employee Stock Option Plan 2,466,317,273 4,932 2,462,934,730 2,725,765 5 3,382,543 Closing number of equity shares / ADRs outstanding 2,469,043,038 4,937 2,466,317,273 4,926 6 4,932 142 04_Wipro AR_Standalone Accnts_2015.indd 142 6/21/2015 4:11:15 PM Standalone Financial StatementsAnnual Report 2014-15(ii) Details of shareholders having more than 5% of the total equity shares of the Company Name of the Shareholder Sl. No. As at March 31, 2015 As at March 31, 2014 No of shares % held No of shares % held 1 Mr. Azim Hasham Premji Partner representing Hasham Traders 370,956,000 15.02 370,956,000 2 Mr. Azim Hasham Premji Partner representing Prazim Traders 452,906,791 18.34 452,906,791 3 Mr. Azim Hasham Premji Partner representing Zash Traders 451,619,790 18.29 451,619,790 4 Azim Premji Trust 429,714,120 17.40 429,714,120 15.04 18.36 18.31 17.42 (iii) Other details of Equity Shares for a period of five years immediately preceding March 31, 2015 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, 2015 841,585 2014 841,585 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. 04_Wipro AR_Standalone Accnts_2015.indd 143 6/21/2015 4:11:15 PM 143 Standalone Financial StatementsWipro Limited4. Reserves and Surplus: Capital Reserve Balance brought forward from previous year Additions during the year 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 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 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 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 Gain / (loss) on cash flow hedging derivatives, net Surplus from statement of profit and loss Balance brought forward from previous year Profit for the year Less: Appropriations - Interim dividend - Proposed dividend - Tax on dividend - Amount transferred to general reserve Closing balance As at March 31, 2015 1,139 - 1,139 14 - 14 12,733 909 - 13,642 3,380 (2,565) 815 151,486 - 104 8,193 159,783 608 1,061 1,669 569 3,701 4,270 121,769 81,931 12,353 17,283 5,924 8,193 159,947 341,279 2014 1,139 - 1,139 - 14 14 11,758 904 71 12,733 1,947 (1,638) 309 143,773 430 (104) 7,383 151,486 501 107 608 1,278 (709) 569 78,371 73,874 7,404 12,332 3,353 7,387 121,769 288,627 *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. 144 04_Wipro AR_Standalone Accnts_2015.indd 144 6/21/2015 4:11:15 PM Standalone Financial StatementsAnnual Report 2014-15 5. Share application money pending allotment 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 these shares pending allotment amounts to ` 3 and ` 156 as at March 31, 2015 and 2014, respectively is 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, 2015 and 2014 and there are no interest accrued and due on amount due for refund as at March 31, 2015 and 2014. 6. Long term borrowings Secured: Obligation under finance lease (a) Unsecured: Term loan: External commercial borrowing (b) Others (c) As at March 31, 2015 1,143 1,143 9,375 114 9,489 10,632 2014 1,060 1,060 8,985 16 9,001 10,061 (a) Obligation under finance lease is secured by underlying fixed assets. These obligations are repayable in monthly installments up to year ending March 31, 2020. The interest rate for these obligations ranges from 1.43% to 13.84% (2014: 1.5% 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 USD 150 million repayable in full in June 2018. The ECB carries an average interest rate of LIBOR+1.25% p.a (2014: LIBOR+1.25% 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 interest free which is repayable in monthly installments within the year ending March 31, 2018. As at March 31, 2015 and 2014, the Company has complied with all the covenants under the loan arrangements. 7. Other long term liabilities Derivative liabilities Others 8. Long term provisions Employee benefit obligations Warranty provision [refer note 40] As at March 31, 2015 71 210 281 As at March 31, 2015 2,731 5 2,736 2014 629 - 629 2014 2,883 6 2,889 Employee benefit obligations include provision for gratuity, other retirement benefits and compensated absences. 04_Wipro AR_Standalone Accnts_2015.indd 145 6/21/2015 4:11:15 PM 145 Standalone Financial StatementsWipro Limited 9. Short term borrowings Unsecured: Loan repayable on demand from banks(a) Cash credit(b) As at March 31, 2015 49,477 227 49,704 2014 35,042 - 35,042 (a) Rate of Interest for PCFC loan ranges from 0.27% - 0.63% (2014: 1% to 2%) and other than PCFC loan 7.5% (2014: 12.2%) (b) The interest rate for cash credit is 0.40% 10. Trade payables Trade payables Accrued expenses 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 Balances due to related parties[refer note 46] (a) 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 As at March 31, 2015 37,284 20,004 57,288 As at March 31, 2015 104 586 14,021 3,417 3,922 703 1,989 25 404 340 25,511 As at March 31, 2015 4,438 14,055 17,283 3,456 333 1,211 374 41,150 2014 36,013 17,553 53,566 2014 156 571 11,100 3,170 4,632 494 2,918 27 147 833 24,048 2014 4,787 15,251 12,332 2,096 276 1,031 423 36,196 Employee benefit obligations include other retirement benefits and compensated absences. 146 04_Wipro AR_Standalone Accnts_2015.indd 146 6/21/2015 4:11:15 PM Standalone Financial StatementsAnnual Report 2014-15 13. Tangible assets Gross carrying value As at April 1, 2013 Addition on account of Amalgamation (refer note 45) Additions(b) Disposal/Adjustments As at March 31, 2014 As at April 1, 2014 Additions(b) Disposal/Adjustments As at March 31, 2015 Accumulated depreciation/ Impairment 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 As at April 1, 2014 Charge for the year Deductions / other adjustments(c) As at March 31, 2015 Net Block As at March 31, 2014 As at March 31, 2015 Land(a) Buildings Plant and machinery Furniture and fixtures Office equipment Vehicles Total 4,900 - 517 (661) 4,756 4,756 - - 4,756 84 - 117 178 379 379 39 - 418 19,099 86 1,021 (59) 20,147 20,147 272 (68) 20,351 2,013 84 565 (23) 2,639 2,639 564 9 3,212 43,883 462 6,697 (1,115) 49,927 49,927 6,767 (4,194) 52,500 33,118 443 5,369 (471) 38,459 38,459 6,039 (3,936) 40,562 7,742 59 403 (25) 8,179 8,179 416 (253) 8,342 5,589 37 910 (554) 5,982 5,982 832 (178) 6,636 2,668 94 303 (90) 2,975 2,975 223 (20) 3,178 1,967 90 342 (86) 2,313 2,313 285 9 2,607 1,299 8 2 (482) 827 827 2 (128) 701 79,591 709 8,943 (2,432) 86,811 86,811 7,680 (4,663) 89,828 1,260 8 44,031 662 39 (483) 824 824 5 (136) 693 7,342 (1,439) 50,596 50,596 7,764 (4,232) 54,128 4,377 4,338 17,508 17,139 11,468 11,938 2,197 1,706 662 571 3 8 36,215 35,700 (a) Includes gross block of ` 1,613 (2014: ` 1,613) and accumulated amortization of ` 418 (2014: ` 379) being leasehold land. (b) Interest capitalized during the year ended March 31, 2015, aggregated to ` 105 (2014: ` 149). (c) Includes regrouping/reclassification within the block of assets. 04_Wipro AR_Standalone Accnts_2015.indd 147 6/21/2015 4:11:16 PM 147 Standalone Financial StatementsWipro Limited14. Intangible assets and goodwill Goodwill Technical Know-how Patents, trademarks and rights Total 3,434 - 3,434 3,434 - 1,187 4,621 - - - - - - - 3,434 4,621 111 - 111 111 (100) - 11 63 12 75 75 8 (82) 1 36 10 52 26 78 78 - - 78 - 13 13 13 12 - 25 65 53 3,597 26 3,623 3,623 (100) 1,187 4,710 63 25 88 88 20 (82) 26 3,535 4,684 As at March 31, 2015 2014 49,229 49,256 3,452 -* 3,116 55,797 2,712 51,968 Gross carrying value As at April 1, 2013 Additions As at March 31, 2014 As at April 1, 2014 Disposal/Adjustments Translation Adjustment As at March 31, 2015 Amortization As at April 1, 2013 Charge for the year As at March 31, 2014 As at April 1, 2014 Charge for the year Disposal/Adjustments As at March 31, 2015 Net Block As at March 31, 2014 As at March 31, 2015 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)] * Value of investments is less than one million rupees. 148 04_Wipro AR_Standalone Accnts_2015.indd 148 6/21/2015 4:11:16 PM Standalone Financial StatementsAnnual Report 2014-15 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)] 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, 2015 1,848 1,482 2,602 1,383 206 4,445 16,906 1,838 30,710 As at March 31, 2015 2,632 2,632 736 736 3,368 As at March 31, 2015 10,199 751 10,950 40,938 40,938 51,888 11,024 10,950 96,735 2014 1,770 943 1,019 1,261 369 3,711 19,070 1,838 29,981 2014 5,104 5,104 286 286 5,390 2014 17,963 51 18,014 40,378 40,378 58,392 18,257 18,014 92,346 * includes investments in mutual fund amounting to Nil (2014: ` 228) 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. 04_Wipro AR_Standalone Accnts_2015.indd 149 6/21/2015 4:11:16 PM 149 Standalone Financial StatementsWipro Limited 19. Inventories (At lower of cost and net realizable value) Raw materials [including goods in transit - Nil (2014 : ` 1)] Work in progress Finished goods [including goods in transit - ` 8 (2014 : ` 28)] 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 Other Deposits with banks Total 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, 2015 2 2 8 3,850 932 4,794 2014 36 16 65 1,236 930 2,283 As at March 31, 2015 2014 8,804 4,377 13,181 (4,377) 8,804 72,638 132 72,770 (132) 72,638 81,442 14,542 3,756 18,298 (3,756) 14,542 70,967 162 71,129 (162) 70,967 85,509 As at March 31, 2015 2014 41,903 25 106,429 1,067 1 149,425 7,250 156,675 99,510 - 39,134 27 65,441 947 -* 105,549 - 105,549 40,590 - Cash and cash equivalents include restricted cash balance of ` 25 (2014 : ` 27) primarily on account of unclaimed dividends. * Value is less than one million rupees. 150 04_Wipro AR_Standalone Accnts_2015.indd 150 6/21/2015 4:11:16 PM Standalone Financial StatementsAnnual Report 2014-15 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 Interest bearing deposits Deferred contract costs Others Others, considered doubtful Less: Provision for doubtful loans and advances 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. As at March 31, 2015 3,264 1,173 1,475 6,293 253 1,620 30,950 3,610 3,923 865 53,426 (865) 52,561 As at March 31, 2015 3,190 3,190 7,474 7,144 33,387 48,005 51,195 2014 2,325 1,003 938 4,623 289 1,243 12,500 3,852 2,520 826 30,119 (826) 29,293 2014 2,986 2,986 5,514 4,345 32,171 42,030 45,016 151 04_Wipro AR_Standalone Accnts_2015.indd 151 6/21/2015 4:11:16 PM Standalone Financial StatementsWipro Limited 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 (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 investments, net Interest income from banks and others Other exchange differences, net Miscellaneous income 26. Cost of materials consumed Opening stock Add: Purchases Less: Closing stock 152 Year ended March 31, 2015 27,492 384,608 412,100 2014 32,386 355,265 387,651 Year ended March 31, 2015 80 27,185 227 27,492 (2) 27,490 2014 9,111 15,240 8,035 32,386 (79) 32,307 Year ended March 31, 2015 356,576 27,175 857 384,608 2014 328,610 25,532 1,123 355,265 Year ended March 31, 2015 2014 224 3,948 15,610 4,259 949 24,990 354 1,537 12,481 1,385 355 16,112 Year ended March 31, 2015 36 - (2) 34 2014 645 1,444 (36) 2,053 04_Wipro AR_Standalone Accnts_2015.indd 152 6/21/2015 4:11:16 PM Standalone Financial StatementsAnnual Report 2014-15 (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 27. Changes in inventories of finished goods, work in progress and Stock-in-trade Opening stock Work in progress Traded goods Finished products Less: Closing stock Work in progress Traded goods Finished products (Increase)/Decrease Details of purchase of traded goods Networking equipment’s, storage devices and servers Operating systems and software licenses Desktops, laptops, printers and other peripherals Others Year ended March 31, 2015 7 8 5 4 8 2 - 34 Year ended March 31, 2015 16 1,236 65 1,317 2 3,850 8 3,860 (2,543) Year ended March 31, 2015 16,415 6,857 545 747 2014 1,026 659 375 373 342 7 (729) 2,053 2014 43 1,149 134 1,326 16 1,236 65 1,317 9 2014 13,992 7,480 715 671 24,564 22,858 153 04_Wipro AR_Standalone Accnts_2015.indd 153 6/21/2015 4:11:16 PM Standalone Financial StatementsWipro Limited 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) 30. Other expenses Sub-contracting / technical fees / third party application Travel Provision (Reversal) 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 154 Year ended March 31, 2015 188,024 3,727 1,296 4,216 2014 175,523 3,504 535 3,813 197,263 183,375 Year ended March 31, 2015 511 3,118 3,629 2014 732 3,015 3,747 Year ended March 31, 2015 52,076 19,662 26 343 3,412 2,426 2,682 4,011 1,567 2,965 1,119 88 (28) 547 728 34 3 3 9,123 100,787 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 04_Wipro AR_Standalone Accnts_2015.indd 154 6/21/2015 4:11:16 PM Standalone Financial StatementsAnnual Report 2014-15 31. Corporate Social Responsibility a) Gross amount required to be spent by the Company during the year is ` 1,283. b) Amount spent during the year on: Sl. no Particulars (i) (ii) Construction/acquisition of any asset On purpose other than (i) above 32. Capital commitments The estimated amount of contracts remaining to be executed on Capital account and not provided for, net of advances is ` 863 (2014: ` 614). 33. Contingent Liabilities, to the extent not provided for Contingent liabilities in respect of: Disputed demands for excise duty, customs duty, 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, 2015 2014 2,560 2,338 18,084 19,946 8,715 5,036 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, 2015, the Company has met all commitments required under the plan. Tax Demands: Company received a tax demand for year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 (Act) in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore. The same issue was repeated in the successive assessments for the years ended March 31, 2002 to March 31, 2010 and the aggregate demand is ` 46,515 (including interest of ` 13,673). 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 Hon’ble High Court. The Hon’ble In cash - 1,163 Yet to be paid in cash - 164 Total - 1,327 High Court has heard and disposed off the appeals up to years ended March 31, 2004. Order of the Hon’ble High Court is not yet received. On similar issues for years prior to years ended March 31, 2001, the Hon’ble High Court in Karnataka has upheld the claim of the Company under section 10A of the Act. For the year ended March 31, 2008, March 2009, the appeals are pending before Income Tax Appellate Tribunal (Tribunal). For year ended March 31, 2010, the Dispute Resolution Panel (DRP) allowed the claim of the Company under section 10A of the Act. The Income tax authorities have filed an appeal before the Tribunal. For year ended March 31, 2011, the Company received the draft assessment order in March 2015, on similar grounds as that of earlier years, with a demand of ` 7,852 (including interest of ` 2,547) for the financial year ended March 31, 2011. Considering the facts and nature of disallowance and the order of the appellate authority/Hon’ble Karnataka High Court upholding the claims of the Company for earlier years, the Company believes that the final outcome of the above disputes should be in favor of the Company and there should not be any adverse impact on the financial statements. 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, Financial Instruments: Recognition and measurement, as per announcement by ICAI to the extent such principles of AS 30 does not conflict with existing accounting standards prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of Companies Act, 2013 (to the extent notified and applicable) and other authoritative pronouncements. The Company has designated USD 145 Million (2014: USD 220 Million), Euro Nil (2014: Euro 25 Million) of forward contracts as hedges of its net investment in non- integral foreign operation and has also designated a dollar- denominated foreign currency borrowing amounting to USD 150 Million (2014: USD 150 Million) as a hedging 155 04_Wipro AR_Standalone Accnts_2015.indd 155 6/21/2015 4:11:16 PM Standalone Financial StatementsWipro Limited instrument to hedge net investment in non-integral foreign operations. 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) / gain of ` 390 million for the year ended March 31, 2015 has been recorded in the statement of profit and loss as part of other income [2014: ` (2,607)]. 35. Derivatives As at March 31, 2015 the Company has recognised gain of ` 4,270 million (2014: ` 569) 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 Sell Buy (In Millions) As at March 31, 2015 2014 $ £ AUD € $ 836 $ 198 £ 83 AUD 220 € 150 $ 516 51 9 78 150 $ AUD £ € JPY SGD ZAR CAD CHF $ 1,449 $ 53 AUD 67 £ 60 € 490 JPY 13 SGD 69 ZAR 30 CAD 10 CHF 790 $ 1,281 99 112 88 490 8 223 10 - 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 ` 18,398 (2014: ` 9,403). 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 or quarterly installments over periods ranging from 1 to 7 years. The components of finance lease receivables are as follows: 156 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, 2015 2014 3,397 3,151 2,835 73 62 6,367 (545) 5,582 159 90 8,982 (892) 5,822 8,090 Present value of minimum lease receivables are as follows: As at March 31, 2015 2014 5,822 3,149 2,558 57 58 8,090 2,948 4,966 93 83 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, 2015 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, 2015 2014 586 571 1,143 1,060 1,729 216 1,631 242 1,945 1,873 The Company has taken on lease 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 ` 2,682 and ` 3,040 during the years ended March 31, 2015 and 2014, respectively. 04_Wipro AR_Standalone Accnts_2015.indd 156 6/21/2015 4:11:17 PM Standalone Financial StatementsAnnual Report 2014-15 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, 2015 1,488 2,985 837 5,310 2014 1,132 2,823 1,273 5,228 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 Addition on account of amalgamation Current service cost Interest on obligation Benefits paid Actuarial loss Projected Benefit Obligation (PBO) at the end of the year Change in plan assets Fair value of plan assets at the beginning of the year Addition on account of amalgamation Expected return on plan assets Employer contributions Benefits paid Actuarial gain Fair value of plan assets at the end of the year Present value of unfunded obligation Recognized liability 2015 2014 3,682 3,070 - 618 348 (462) 179 37 537 262 (479) 255 As at March 31, 2015 2014 3,345 3,026 - 274 1,065 (462) 105 54 246 480 (479) 18 4,327 3,345 (38) (38) (337) (337) 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 for the year ending March 31, 2016 is ` 789. Net gratuity cost for the year ended March 31, 2015 and 2014 are as follows: Current service cost Interest on obligation Expected return on plan assets Actuarial loss Net gratuity cost Year ended March 31, 2014 537 262 (246) 237 790 2015 618 348 (274) 74 766 The weighted average actuarial assumptions used to determine benefit obligations and net periodic gratuity cost are: Assumptions As at March 31, Discount rate Rate of increase in compensation levels Rate of return on plan assets 2015 7.95% 8% 8.50% 2014 8.90% 8% 8.50% 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, 2015 2014 2013 2012 2011 1 105 (22) 17 (50) (140) 44 52 (55) 15 4,365 3,682 3,070 2,819 2,448 4,327 3,345 3,026 2,815 2,339 (38) (337) (44) (4) (109) Experience adjustments: On Plan liabilities Present value of benefit obligation Fair value of plan assets Excess of (obligations over plan assets)/ plan assets over obligations 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. 157 4,365 3,682 On Plan assets 04_Wipro AR_Standalone Accnts_2015.indd 157 6/21/2015 4:11:17 PM Standalone Financial StatementsWipro Limited 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 three to 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. 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, 2015, the Company has recorded stock compensation expense of `1,296 (2014: ` 535). 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 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 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, 2015, the Company has contributed (net) ` 367 to superannuation fund [2014: contribution recognized ` 332], in the statement of profit and loss. ii) 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. 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. iii) 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 2015 28,445 28,445 - 2014 24,632 24,632 - 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, Discount rate Average remaining tenure of investment portfolio Guaranteed rate of return 2015 7.95% 6 Years 8.75% 2014 8.90% 6 years 8.75% For the year ended March 31, 2015, the Company contributed ` 2,490 (2014: ` 2,367) towards provident fund. 39. Employee stock option i) Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans (collectively “stock 158 04_Wipro AR_Standalone Accnts_2015.indd 158 6/21/2015 4:11:17 PM Standalone Financial StatementsAnnual Report 2014-15 The activity in these stock option plans is summarized below: 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 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 0.04 US$ 2015 Number Weighted Average Exercise Price 33,636 ` 8,007,354 ` 2,096,492 US$ — ` 2,480,000 ` 1,689,500 US$ (13,455) ` (1,968,609 ) ` (743,701 ) US$ — ` (2,186,526 ) ` (465,647 ) US$ 20,181 ` 6,332,219 ` 2,576,644 US$ — ` 1,389,772 ` 180,683 US$ 480.20 2 0.04 — 2 0.04 480.20 2 0.04 — 2 0.04 480.20 2 0.04 480.20 2 0.04 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$ 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 (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 ` 480 – 489 ` 2 0.04 US$ Numbers 20,181 6,332,219 2,576,644 2015 Weighted Average Remaining Life (Months) 24 25 31 Weighted Average Exercise Price ` ` US$ 480.20 2 0.04 2014 Weighted Average Remaining Life (Months) 36 36 44 Weighted Average Exercise Price ` ` US$ 480.20 2 0.04 Numbers 33,636 8,007,354 2,096,492 The weighted-average grant-date fair value of options granted during the year ended March 31, 2015 was ` 658.12 (2014: ` 676.73) for each option. The weighted average share price of options exercised during the year ended March 31, 2015 was ` 603.58 (2014: ` 462.60) 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 Wipro Enterprises Limited (WEL) Closing balance Year ended March 31, 2015 309 (909) 1,327 88 815 2014 549 (904) 560 104 309 * Includes amortization expense relating to options granted to employees of the Company’s subsidiaries, amounting to ` 31 (2014: ` 25). This expense has been debited to respective subsidiaries. 159 04_Wipro AR_Standalone Accnts_2015.indd 159 6/21/2015 4:11:17 PM Standalone Financial StatementsWipro Limited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 Year ended March 31, 2015 Provision for Warranty Others – taxes Provision for Warranty 2014 Others - taxes 282 278 (222) 338 5 333 1,031 187 (7) 1,211 - 1,211 283 284 (285) 282 6 276 869 270 (108) 1,031 - 1,031 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, 2015 2,470,776,266 (16,094,616) 2,454,681,650 7,109,442 2,461,791,092 81,931 2014 2,471,385,646 (16,640,212) 2,454,745,434 6,503,042 2,461,248,476 73,874 42. As at March 31, 2015 ` 22 Million is outstanding to Micro and Small Enterprises (Includes ` 1 Million of interest due and outstanding on the same) (2014: 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 investment (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 2015 93,250 66,171 2014 93,250 66,171 Wipro Holdings (Mauritius) Limited 105,468,318 105,448,318 Wipro Australia Pty Limited Wipro LLC Wipro Japan KK - 180,378 650 16 25,000 180,378 650 16 ` ` USD AUD USD 2015 2014 10 10 1 1 22 1 4,747 - 22 1 4,747 1 2,500 23,135 23,135 JPY Refer note 2 below JPY Refer note 2 below Wipro Shanghai Limited Refer note 1 below Wipro Cyprus Private Limited 163,611 163,611 28,126,108 28,126,108 EUR SGD Wipro Network Pte Limited (formerly 3D network Pte Limited Wipro Chengdu Limited Refer note 1 below ` 3,700,000 Wipro Airport IT Services Limited 3,700,000 160 1 1 10 10 1,002 9 18,903 1,339 24 37 10 1,002 9 18,903 1,365 24 37 49,229 49,256 04_Wipro AR_Standalone Accnts_2015.indd 160 6/21/2015 4:11:17 PM Standalone Financial StatementsAnnual Report 2014-15     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. Note 2- As per the local laws of Japan, there is no concept of Face value of Shares. (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, Redeemable preference shares held in Wipro Cyprus Private Limited 9% cumulative redeemable preference shares held in Wipro Trademarks Holding Limited (a) 35,000 Nil 1,800 1,800 EUR ` 1 10 3,452 - - - 2015 2014 2015 2014 (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 Wep Solutions Limited 2015 2014 2,390,433 1,593,365 - 5,462,287 44,935 44,935 306,000 306,000 1,836,000 - USD USD ` ` ` 22 0.001 10 10 10 2015 3,048 - 45 6 17 2014 2,360 283 45 24 - 3,116 2,712 44. Details of current investments (i) Investments in Indian money market mutual funds Fund House Number of Units as at 31st March Balances as at 31st March Birla Sunlife Mutual Fund Religare Invesco Mutual Fund ICICI Prudential Mutual Fund Franklin Templeton Mutual Fund Reliance Mutual Fund Kotak Mutual Fund SBI Mutual Fund LIC Mutual Fund UTI Mutual Fund IDFC Mutual Fund AXIS Mutual Fund HDFC Mutual Fund Deutsche Mutual Fund JP Morgan Mutual Fund L&T Mutual Fund Tata Mutual Fund Total 2015 2014 93,799,876 256,738,978 678,676 8,009,531 49,338,857 367,877 220,013 227,498 197,264 319,064 41,853,497 78,353,120 38,151,444 204,454,734 88,853 624,151 - - 17,085,746 108,971,467 255,429 4,169,307 - - - - - 77,319,989 18,438,357 50,317,473 610,329 30,000,000 2015 3,082 1,317 1,079 915 710 600 500 500 500 496 400 100 - - - - 2014 4,357 578 1,273 1,297 4,846 207 1,025 - - 1,428 - 781 193 608 1,070 300 10,199 17,963 161 04_Wipro AR_Standalone Accnts_2015.indd 161 6/21/2015 4:11:18 PM Standalone Financial StatementsWipro Limited       (ii) Investments in debentures – Others (Fully paid up) Particulars Debentures in Citicorp Finance (India) Limited No. of shares/units Currency Face value As at March 31, 2015 7,510 2014 505 ` 100,000 2015 751 2014 51 (iii) Investments in certificate of deposits/ commercial papers and bonds Particulars As at March 31, LIC Housing Finance Limited Bajaj Finance Limited Tata Capital Financial Services Limited Kotak Mahindra Prime Limited Sundaram Finance Limited Government of India Bonds L&T Finance Limited Mahindra & Mahindra Financial Services IL&FS Financial Services Limited Aditya Birla Finance Limited L&T Infrastructure Finance Limited HDFC Limited Kotak Mahindra Investments Limited Infrastructure Leasing And Financial Serv Ltd Power Finance Corporation Limited Mahindra Vehicle Manufacturers Limited Exim Bank Bharath Aluminium Co Limited L&T Housing Finance Limited Tube Investments IDFC Limited Canara Bank GIC Housing Finance Limited NABARD IRFC E.I.D. Parry SIDBI SAIL Total Total (i+ ii+ iii) 2015 5,041 4,500 4,450 3,894 3,794 3,275 3,207 2,751 2,161 2,131 1,398 996 954 914 357 264 250 250 200 151 - - - - - - - - 40,938 51,888 2014 7,170 1,495 248 3,004 4,151 1,821 1,940 3,576 - - 1,663 1,453 - 1,696 3,613 - 504 490 - 150 2,607 1,470 1,435 649 500 343 301 99 40,378 58,392 45. Amalgamation of Companies The Company has two wholly owned subsidiaries namely, Wipro Technology Services (‘WTS’) and Wipro Energy IT Services Limited (‘WEITSL’) who are engaged in the business of providing information technology services including software maintenance and support services. During the previous 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. 162 04_Wipro AR_Standalone Accnts_2015.indd 162 6/21/2015 4:11:18 PM Standalone Financial StatementsAnnual Report 2014-15 46. Related party relationships and transactions List of subsidiaries as at March 31, 2015 are provided in the table below. Subsidiaries Subsidiaries Subsidiaries Wipro LLC (Formerly Wipro Inc.) Wipro Gallagher Solutions Inc Opus Capital Markets Consultants 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 Information Technogoty Austria GmbH(A) (Formerly Wipro Holdings Austria GmbH)(A) 3D Networks (U.K.) Limited Wipro Europe Limited (A) Wipro Promax Analytics Solutions (Europe) Limited (formerly Promax Analytics Solutions (Europe) Ltd) Country of Incorporation USA USA USA USA USA USA Japan China India India Mauritius U.K. Austria U.K. U.K. U.K. 163 04_Wipro AR_Standalone Accnts_2015.indd 163 6/21/2015 4:11:18 PM Standalone Financial StatementsWipro Limited Country of Incorporation Cyprus Qatar Mexico Philippines Hungary Argentina Egypt Saudi Arabia Poland Poland Australia Ghana South Africa 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 Promax Analytics Solutions Pty Ltd (Formerly Promax Applications Group Pty Ltd) Wipro Corporate technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Wipro Information Technology Netherlands BV Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty Limited 164 Wipro Technologies Nigeria Limited Nigeria Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Wipro Technology Chile SPA Wipro Technologies Canada Limited (A) Wipro Information Technology Kazakhstan LLP Wipro Technologies W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limited Wipro IT Services Ukraine LLC Wipro Technologies Norway AS Wipro Technologies VZ, C.A. Wipro Technologies Peru S.A.C Wipro Promax Holdings Pty Ltd (Formerly Promax Holdings Pty Ltd)(A) Netherland Portugal Russia Chile Canada Kazakhstan Costa Rica Ireland Ukraine Norway Venezuela Peru Romania Indonesia Australia Australia 04_Wipro AR_Standalone Accnts_2015.indd 164 6/21/2015 4:11:18 PM Standalone Financial StatementsAnnual Report 2014-15 Subsidiaries Subsidiaries Subsidiaries 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) Wipro Chengdu Limited Wipro Airport IT Services Limited* Country of Incorporation Thailand Bahrain Sultanate of Oman Spain 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, 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 Information Technogoty Austria GmbH, Wipro Portugal S.A, Wipro Europe Limited ,Wipro Promax Holdings Pty Ltd and Wipro Technologies Canada Limited are as follows: Subsidiaries Subsidiaries Wipro Information Technogoty Austria GmbH (Formerly Wipro Holdings 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 SAS Wipro France Wipro Retail UK Limited Wipro do Brasil Technologia Ltda Wipro Technologies Gmbh Wipro Promax Holdings Pty Ltd (Formerly Promax Holdings Pty Ltd) Wipro Technologies Canada Limited Wipro Do Brasil Sistemetas De Informatica Ltd Wipro Promax IP Pty Ltd (Formerly PAG IP Pty Ltd) Wipro solutions Canada limited (Formerly ATCO I-Tek Inc.) Country of Incorporation Austria Austria France U.K. U.K. France Portugal France U.K. Brazil Germany Brazil Australia Australia Canada Canada 165 04_Wipro AR_Standalone Accnts_2015.indd 165 6/21/2015 4:11:18 PM Standalone Financial StatementsWipro LimitedName of other related parties 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) Nature Trust Trust % of holding Fully controlled trust Country of Incorporation India Fully controlled trust India Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Regal Investment & Trading Company Private Limited Entity controlled by Director Vidya Investment & Trading Company Private Limited Entity controlled by Director Napean Trading & Investment Company Private Limited Entity controlled by Director Azim Premji Trust Entity controlled by Director Wipro Enterprises Limited (Formerly known as Azim Entity controlled by Director Premji Custodial Services Private Limited) Wipro Enterprises Cyprus Limited (Formerly WMNETSERV Entity controlled by Director Limited) Wipro Singapore Pte Limited Wipro Unza Holdings Limited Wipro Infrastructure Engineering AB Key management personnel Azim H Premji Suresh C Senapaty T K Kurien Rishad Azim Premji Jatin Pravinchandra Dalal (1) Up to March 31, 2015 (2) Effective May 1, 2015 (3) Effective April 1, 2015 Entity controlled by Director Entity controlled by Director Entity controlled by Director Chairman and Managing Director Chief Financial Officer and Executive Director (1) Chief Executive Officer and Executive Director Chief Strategy Officer and Executive Director (2) Chief Financial Officer(3) 166 04_Wipro AR_Standalone Accnts_2015.indd 166 6/21/2015 4:11:18 PM Standalone Financial StatementsAnnual Report 2014-15The Company has the following related party transactions: Transaction / Balances Subsidiaries / Trusts Entities controlled by Directors Key Management Personnel@ 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 Repayment of loans and advance given Balances as at the year end Receivables Payables 2015 22,117 2 12,536 - - 133 607 38 - 74$ - - - 83 - 2014 14,239 - 9,913 - - 133 432 48 - 83# - 18 4 96 928 2015 115 - 1 - 207 17,166 - 63 55 12,016 - - - - - 10,770* 9,133 17,551* 10,310 134 12,356 2014 126 17 - 3 66 13,733 - - 39 8,583 - - 32 - - 257 9,416 2015 - - - - - 958 - 4 - 670 189 - - - - - 720 2014 - - - - - 765 - 3 - 478 211 - - - - - 574 # 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. $ Represents dividend payable to Wipro Equity Reward Trust. Loan amounts outstanding from subsidiaries: Name of the entity Wipro Cyprus Private Limited Wipro Australia Pty Limited Balance as at March 31, 2015 1,848 - 2014 1,770 - 2015 1,864 - Maximum amount due during the year The following are the significant related party transactions during the year ended March 31, 2015 and 2014: Sale of services Wipro LLC (Formerly Wipro Inc.) Wipro Technologies South Africa (Proprietory) Limited Wipro Networks Pte Limited Sale of products Wipro Enterprises Limited Purchase of services Infocrossing Inc Spectramind Inc. Year ended March 31, 2015 9,078 4,282 2,533 - 4,203 1,074 2014 1,851 973 2014 5,270 - 2,923 17 2,860 - 167 04_Wipro AR_Standalone Accnts_2015.indd 167 6/21/2015 4:11:18 PM Standalone Financial StatementsWipro LimitedEnabler Brasil Ltd. 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 Rent paid Wipro Holding UK Limited Wipro Enterprises Limited Rental Income Wipro Enterprises Limited Dividend payable Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Remuneration paid to key management personnel Azim H Premji Suresh C Senapaty T K Kurien Interest income Wipro Australia Pty Limited Interest expense Wipro Enterprises Limited Wipro LLC (Formerly Wipro Inc.) Corporate guarantee commission Infocrossing Inc Wipro LLC (Formerly Wipro Inc.) Wipro Arabia Limited Wipro Technologies South Africa (Proprietory) Limited Repayment of loans and advances given Wipro Australia Pty Limited 168 Year ended March 31, 2015 1,025 764 - - - - 207 3,710 4,529 4,516 4,297 210 397 38 63 55 2,597 3,170 3,161 3,008 48 34 91 - - - 43 20 14 5 - 2014 - 908 76 823 1,672 3 66 2,968 3,623 3,613 3,438 206 226 48 - 39 1,855 2,265 2,258 2,149 102 31 66 18 32 4 42 13 33 - 928 04_Wipro AR_Standalone Accnts_2015.indd 168 6/21/2015 4:11:18 PM Standalone Financial StatementsAnnual Report 2014-15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), 1961 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. ii) The components of the deferred tax (net) are as follows: 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 ` 1,838 is included under ‘Long term loans and advances’ in the balance sheet as at March 31, 2015 (March 31, 2014: ` 1,838). i) Tax expenses provision includes reversal of tax provision in respect of earlier periods no longer required amounting to ` 952 for the year ended March 31, 2015 (2014: ` 1,121) and MAT credit of Nil for the year ended March 31, 2015 (2014: Nil). Deferred Tax Assets (DTA) Accrued expenses and liabilities Allowances for doubtful debts Deferred Tax Liabilities (DTL) Amortisation of goodwill Deferred revenue Fixed assets Others Net DTA/(DTL) The Net DTA / (DTL) of ` 1,092 (2014: ` 108) has the following breakdown: Deferred tax asset Deferred tax liabilities Net DTA/(DTL) As at March 31, 2015 2,249 1,698 3,947 355 506 1,994 - 2,855 1,092 As at March 31, 2015 1,659 (567) 1,092 2014 1,418 1,585 3,003 183 1,196 1,513 3 2,895 108 2014 1,487 (1,379) 108 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. Value of imported and indigenous materials consumed Raw Materials Imported Indigenous Year ended March 31, 2015 % 76 24 100 ` 26 8 34 2014 % 69 31 100 ` 1,416 637 2,053 169 04_Wipro AR_Standalone Accnts_2015.indd 169 6/21/2015 4:11:18 PM Standalone Financial StatementsWipro Limited 50. 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 51. Foreign currency transactions a) Expenditures Travelling and onsite allowances Interest Royalty Professional fees Subcontracting charges Foreign taxes Others b) Earnings Income from sale of services and products Agency commission Others 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 Year ended March 31, 2015 8,513 160 200 8,873 2014 15,242 147 1 15,390 Year ended March 31, 2015 113,201 264 - 17,746 19,651 4,651 38,795 194,308 366,759 269 637 367,665 2014 105,401 178 388 10,877 18,192 3,433 31,549 170,018 324,059 280 - 324,339 Year ended March 31, 2015 0.13 25,656 5 2013-14 2014 0.20 40,824 6 2012-13 Year ended March 31, 2015 0.13 25,656 5 2014-15 2014 0.07 25,656 5 2013-14 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/W-100022 Azim H Premji Chairman & Managing Director N Vaghul Director M K Sharma Director Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 170 Jatin Pravinchandra Dalal T K Kurien Chief Financial Officer Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 04_Wipro AR_Standalone Accnts_2015.indd 170 6/21/2015 4:11:19 PM Standalone Financial StatementsAnnual Report 2014-15 INDEPENDENT AUDITORS’ REPORT To the Board of Directors of Wipro Limited We have audited the accompanying consolidated financial statements of Wipro Limited (‘the Holding Company’) and its subsidiaries (collectively referred to as ‘the Group’), comprising the consolidated balance sheet as at March 31, 2015, 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 The Holding Company’s Board of Directors 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 accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014 (particularly Accounting Standard 21, Consolidated Financial Statements). The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid. Auditor’s 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 consolidated 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 Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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 aforesaid consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (i) (ii) (iii) Emphasis of matter Without qualifying our opinion, we draw attention to note 28 to the consolidated financial statements that describes the principles of Accounting Standard (AS) 30, Financial Instruments: Recognition and Measurements, applied by the Group on certain foreign currency borrowing designated as a hedging instrument to hedge its net investment in a non-integral foreign operations, These principles of AS 30, are yet to be notified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Had the Group not applied the principles of AS 30, the profit after taxation for the year ended March 31, 2015 would have been lower by ` 390 million. in the case of the consolidated balance sheet, of the state of affairs of the Group as at March 31, 2015; 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 in the case of the consolidated cash flow statement, of the cash flows of the Group for the year ended on that date. for BSR & Co. LLP Chartered Accountants Firm registration No.: 101248W/ W-100022 Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 05_Wipro AR_Consolidated Accnts_2015.indd 171 6/21/2015 4:12:46 PM 171 Consolidated Financial StatementsWipro LimitedConsolidated Financial Statements CONSOLIDATED BALANCE SHEET (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2015 2014 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 35(ii) 7 8 9 10 11 12 13 14 15 35(ii) 16 17 18 19 20 21 22 23 2 4,937 365,983 370,920 – 1,646 12,707 269 679 3,067 16,722 64,441 58,486 29,494 42,059 194,480 583,768 58,047 49,693 631 3,951 3,404 834 31,376 3,642 151,578 51,917 4,849 91,548 166,190 57,190 60,496 432,190 583,768 4,930 316,357 321,287 – 1,387 10,909 1,679 2,604 3,036 18,228 39,433 52,161 27,291 37,095 155,980 496,882 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 (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/W-100022 Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 172 Azim H Premji Chairman & Managing Director N Vaghul Director M K Sharma Director Jatin Pravinchandra Dalal T K Kurien Chief Financial Officer Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 05_Wipro AR_Consolidated Accnts_2015.indd 172 6/21/2015 4:12:46 PM Consolidated Financial StatementsAnnual Report 2014-15 CONSOLIDATED STATEMENT OF PROFIT AND LOSS (` in millions, except share and per share data, unless otherwise stated) Notes For the year ended March 31, 2015 2014 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 Diluted Significant accounting policies 469,512 2 469,510 24,497 494,007 34 29,767 (2,588) 225,115 3,499 11,749 114,190 381,766 112,241 25,070 31 25,101 87,140 (531) 86,609 434,317 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 35.28 35.18 32.37 32.29 24 25 26 27 37 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/W-100022 Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 Azim H Premji Chairman & Managing Director N Vaghul Director M K Sharma Director Jatin Pravinchandra Dalal T K Kurien Chief Financial Officer Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 173 05_Wipro AR_Consolidated Accnts_2015.indd 173 6/21/2015 4:12:46 PM 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 Interest on borrowings Dividend / interest income Profit on sale of investments (Gain) / Loss on sale of fixed assets, net 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 interest-bearing and non-callable deposits Refund of interest-bearing deposits Payment for deferred consideration in respect of business acquisition 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 Proceeds from sale of treasury shares 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 2015 112,241 11,749 1,327 3,840 774 (15,915) (4,123) 6 (8,876) (3,627) (2,556) 7,830 102,670 (24,266) 78,404 (12,847) 1,434 (551,282) 561,582 - - (39,200) 13,500 (243) (11,331) 12,430 (25,957) 5 1,000 (919) (29,490) (98,420) 119,527 (8,297) 44,150 114,201 589 158,940 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 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/W-100022 Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 174 Azim H Premji Chairman & Managing Director N Vaghul Director M K Sharma Director Jatin Pravinchandra Dalal T K Kurien Chief Financial Officer Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 05_Wipro AR_Consolidated Accnts_2015.indd 174 6/21/2015 4:12:47 PM Consolidated Financial StatementsAnnual Report 2014-15 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 Company”), together with its subsidiaries (collectively, “the Company” or the “Group”) is a leading India based provider of IT Services, including Business Process Services (“BPS”), globally. 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. 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. All amounts included in the financial statements are reported in millions of Indian 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. 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 intra-group 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. Fixed asset Tangible 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. 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 175 05_Wipro AR_Consolidated Accnts_2015.indd 175 6/21/2015 4:12:47 PM Consolidated Financial StatementsWipro Limited 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. 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 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 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 The Company derives revenue primarily from software development, maintenance of software/hardware and related services, business process services, sale of IT and other products. 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 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 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 end of the reporting period. ‘Unearned revenues’ included in other current liabilities 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 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 176 05_Wipro AR_Consolidated Accnts_2015.indd 176 6/21/2015 4:12:47 PM Consolidated Financial StatementsAnnual Report 2014-15 output. Any residual service unutilized by the customer is recognized as revenue on completion of the term. 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. The 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. Costs that relate directly to a contract and incurred in securing a contract are recognized as an asset and amortized over the contract term. Contract expenses are recognised as expenses by reference to the stage of completion of contract activity at the end of the reporting period. 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 net 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. 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. In certain arrangements, the Company recognizes revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned interest income and the estimated residual value of the leased equipment on consummation of such leases. Unearned interest 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 interest 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 at the exchange rates prevailing on the date of transaction. Translation: Monetary foreign currency assets and liabilities at period- end are translated at the exchange rate prevailing at the date of Balance Sheet. 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 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 foreign currency translation reserve. 177 05_Wipro AR_Consolidated Accnts_2015.indd 177 6/21/2015 4:12:47 PM Consolidated Financial StatementsWipro Limited 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. 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. xi. Financial Instruments xii. Depreciation and amortization 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 primarily a bank. Premium or discount on foreign exchange forward contracts entered into 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, 2014 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 Reserves and Surplus and reclassified into the statement of profit and loss upon the occurrence of the hedged transaction. The Company designates derivative financial instruments as hedges of net investments 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 Reserves and Surplus 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. The Company has provided for depreciation using straight line method over the useful life of the assets as prescribed under part C of Schedule II of the Companies Act, 2013 except in the case of following assets which are depreciated based on useful lives estimated by the Management: Class 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) Estimated Useful Life 28-40 years 5 – 21 years 3 - 10 years 4 - 5 years 3 - 10 years 2-7 years 2 – 7 years For the class of assets, based on internal technical assessment, management believes that the useful lives as given above best represent the period over which assets are expected to be used. Hence the useful lives for these assets are different from the useful lives as prescribed under Part C of Schedule II of the Companies Act, 2013. Freehold land is not depreciated. 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. Payments for leasehold land are amortised over the period of lease. The estimated useful lives of the amortizable intangible assets for the current and comparative periods are as follows: Class of asset Customer-related intangibles Estimated Useful Life 5-10 years 178 05_Wipro AR_Consolidated Accnts_2015.indd 178 6/21/2015 4:12:47 PM Consolidated Financial StatementsAnnual Report 2014-15 xiii. Impairment of assets Financial assets: The Company assesses at each period end 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 receivables is measured as the difference between the assets carrying amount and undiscounted amount of future cash flows. Impairment loss, 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. 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 profit and loss. Other than financial assets: Gratuity: The Company assesses at each period end 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, a defined benefit plan. The employee and employer each make monthly 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 rate of return. Compensated absences: The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilized accumulating In accordance with the Payment of Gratuity Act, 1972 applicable to Indian Companies, 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 179 05_Wipro AR_Consolidated Accnts_2015.indd 179 6/21/2015 4:12:47 PM Consolidated Financial StatementsWipro Limited 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. 180 05_Wipro AR_Consolidated Accnts_2015.indd 180 6/21/2015 4:12:47 PM Consolidated Financial StatementsAnnual Report 2014-15 3. Share capital Authorised Capital 2,917,500,000 (2014: 2,650,000,000) equity shares [Par value of ` 2 per share] 25,000,000 (2014: 25,000,000) 10.25 % redeemable cumulative preference shares [Par value of ` 10 per share] 150,000 (2014: Nil) 10% Optionally convertible cumulative preference shares [Par value of ` 100 per share] Issued, subscribed and fully paid-up capital [Refer note (i) below)] 2,469,043,038 (2014: 2,466,317,273) equity shares of ` 2 each Less: Nil(2014: 1,810,388) equity shares issued to controlled trust 2,469,043,038 (2014:2,464,506,885) equity shares of ` 2 each Terms / Rights attached to equity shares As at March 31, 2015 5,835 250 15 6,100 4,937 - 4,937 2014 5,300 250 - 5,550 4,932 (2) 4,930 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 Year ended March 31, 2015 ` 5 ` 7 2014 ` 3 ` 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 As at March 31, 2015 As at March 31, 2014 No. of Shares ` million No. of shares ` million Opening number of equity shares / American Depository Receipts (ADRs) outstanding 2,466,317,273 4,932 2,462,934,730 4,926 Equity shares issued pursuance to Employee Stock Option Plan 2,725,765 5 3,382,543 Number of equity shares / ADRs outstanding Less: Equity shares issued to controlled trust* 2,469,043,038 4,937 2,466,317,273 - - (1,810,388) Closing number of equity shares / ADRs outstanding 2,469,043,038 4,937 2,464,506,885 6 4,932 (2) 4,930 * During the year ended March 31, 2015, Wipro Inc. trust sold 1,810,388 shares of Wipro Limited. ii. Details of shareholders holding more than 5% of the total equity shares of the Company Sl. No. Name of the Shareholder 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 As at March 31, 2015 As at March 31, 2014 No of shares % held No of shares % held 370,956,000 452,906,791 451,619,790 429,714,120 15.02 18.34 18.29 17.40 370,956,000 452,906,791 451,619,790 429,714,120 15.04 18.36 18.31 17.42 181 05_Wipro AR_Consolidated Accnts_2015.indd 181 6/21/2015 4:12:47 PM Consolidated Financial StatementsWipro Limitediii. Other details of Equity Shares for a period of five years immediately preceding March 31, 2015 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, 2015 2014 841,585 841,585 979,119,256 - 979,119,256 - For details of shares reserved for issue under the employee stock option plan of the Company, refer note 34. 4. Reserves and surplus As at March 31, Capital Reserve Balance brought forward from previous year Additions during the year Securities premium account Balance brought forward from previous year Add: Exercise of stock options by employees Add: Sale of treasury shares gain Adjustment on account of amalgamation (refer note 42) 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 amalgamation (refer note 42) Movement during the year Capital redemption reserve Balance brought forward from previous year Adjustment on account of amalgamation (refer note 42) Restricted stock units reserve [refer note 34] * Employee stock options outstanding Less: Deferred employee compensation expense General reserve Balance brought forward from previous year Adjustment on account of demerger (refer note 44) Adjustment on account of amalgamation (refer note 42) Adjustment for post-acquisition profits (net) (refer note 42) 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] 182 2015 1,139 - 1,139 12,733 909 458 - 14,100 - 14,100 8,797 350 1,635 10,782 14 - 14 3,628 (2,813) 815 147,151 - (9,735) - 104 8,121 2014 1,139 - 1,139 11,758 904 - 71 12,733 (540) 12,193 4,669 - 4,128 8,797 - 14 14 1,947 (1,638) 309 144,427 636 430 (5,623) (104) 7,385 145,641 147,151 05_Wipro AR_Consolidated Accnts_2015.indd 182 6/21/2015 4:12:47 PM Consolidated Financial StatementsAnnual Report 2014-15 Hedging reserve [refer note 29 and 2(xi)] Balance brought forward from previous year 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 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, 2015 567 3,701 3,701 4,268 146,187 86,609 12,276 17,179 5,924 8,193 189,224 365,983 2014 1,669 (1,102) (1,102) 567 97,051 79,471 7,347 12,248 3,353 7,387 146,187 316,357 * 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 Year ended March 31, 2015 8,193 - (72) 8,121 2014 7,387 50 (52) 7,385 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 ` 3 and ` 156 as at March 31, 2015 and 2014, 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, 2015 and 2014 and there are no interest accrued and due on amount due for refund As at March 31, 2015 and 2014. 6. Long term borrowings Secured: Obligation under finance lease (a) Unsecured: Term loan: External commercial borrowing (b) Others (c) As at March 31, 2015 3,218 3,218 9,375 114 9,489 12,707 2014 1,908 1,908 8,985 16 9,001 10,909 (a) Obligation under finance lease is secured by underlying fixed assets. These obligations are repayable in monthly installments up to year ending March 31, 2020. The interest rate for these obligations ranges from 0.21% to 13.84% (2014: 0.72% to 17.2%). 183 05_Wipro AR_Consolidated Accnts_2015.indd 183 6/21/2015 4:12:48 PM Consolidated Financial StatementsWipro Limited  (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 USD 150 million repayable in full in June 2018. The ECB carries an average interest rate of Libor+1.25% p.a. (2014: Libor + 1.25% 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 interest free which is repayable in monthly installments within the year ending March 31, 2018. As of March 31, 2015 and 2014, 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 36] As at March 31, 2015 71 71 537 679 As at March 31, 2015 3,062 5 3,067 Employee benefit obligations includes provision for gratuity, other retirement benefits and compensated absences. 9. Short term borrowings Secured: Cash credit(a) Loan repayable on demand from banks (b) Unsecured: Cash credit(c) Loan repayable on demand from banks (d) As at March 31, 2015 3,675 141 3,816 227 60,398 60,625 64,441 2014 629 1,661 314 2,604 2014 3,030 6 3,036 2014 3,465 - 3,465 - 35,968 35,968 39,433 (a) The interest rate for this loan is 1.02% (2014: 1.11% - 2.62%). Secured by inventories, accounts receivable, certain property, plant and equipment. (b) The interest rate for this loan is 6.75%. Secured by inventories, accounts receivable, certain property, plant and equipment. (c) The interest rate for this loan is 0.40%. (d) Rate of interest for this PCFC loan ranges from 0.27% - 0.63% (Monthly Libor + Spread) and other than PCFC loan is 2.02%-10.30% (2014: PCFC Loan ranges from 1% - 2% and other than PCFC loan is 12.2%). 184 05_Wipro AR_Consolidated Accnts_2015.indd 184 6/21/2015 4:12:48 PM Consolidated Financial StatementsAnnual Report 2014-15 10. Trade payables Trade payables Accrued expenses 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 income tax Proposed dividend Tax on proposed dividend Warranty provision [refer note 36] Provisions – Others taxes [refer note 36] Others Employee benefit obligations include other retirement benefits and compensated absences. As at March 31, 2015 32,203 26,283 58,486 As at March 31, 2015 104 1,660 16,551 3,528 3,922 706 2,200 25 458 340 29,494 As at March 31, 2015 4,802 14,731 17,179 3,456 306 1,211 374 42,059 2014 29,501 22,660 52,161 2014 158 1,092 12,767 3,548 4,632 593 3,278 27 196 1,000 27,291 2014 5,027 15,930 12,248 2,096 340 1,031 423 37,095 185 05_Wipro AR_Consolidated Accnts_2015.indd 185 6/21/2015 4:12:48 PM Consolidated Financial StatementsWipro Limited 13. Tangible assets Cost: As at April 1, 2013 Additions (c) Additions due to acquisitions Translation adjustment (b) Disposal/adjustments (d) As at March 31, 2014 As at April 1, 2014 Additions (c) Additions due to acquisitions Translation adjustment (b) Disposal/adjustments (d) As at March 31, 2015 Accumulated depreciation/ impairment As at April 1, 2013 Charge for the year Translation adjustment (b) Disposal/adjustments(d) As at March 31, 2014 As at April 1, 2014 Charge for the year Translation adjustment (b) Disposal/adjustments(d) As at March 31, 2015 Net Block As at March 31, 2014 As at March 31, 2015 Land (a) Buildings Plant and machinery Furniture & fixtures Office equipment Vehicles Total 5,435 576 12 22 (361) 5,684 5,684 178 - 11 - 5,873 274 240 (3) 189 700 700 135 14 - 849 22,642 1,037 - 338 (100) 23,917 23,917 446 89 51 (132) 24,371 3,045 714 121 (61) 3,819 3,819 751 36 (55) 4,551 61,997 9,850 49 1,936 (1,324) 72,508 72,508 11,978 871 122 (5,688) 79,791 44,520 7,687 1,242 (676) 52,773 52,773 9,164 243 (5,137) 57,043 8,135 459 - 135 (427) 8,302 8,302 531 97 (85) (278) 8,567 5,992 1,109 92 (651) 6,542 6,542 1,019 (52) (185) 7,324 3,580 515 105 46 (109) 4,137 4,137 303 23 (36) (206) 4,221 2,608 431 36 (13) 3,062 3,062 410 (18) (70) 3,384 1,443 30 3 - (495) 981 981 36 1 (21) (151) 846 1,411 39 1 (489) 962 962 12 - (149) 825 103,232 12,467 169 2,477 (2,816) 115,529 115,529 13,472 1,081 42 (6,455) 123,669 57,850 10,220 1,489 (1,701) 67,858 67,858 11,491 223 (5,596) 73,976 4,984 5,024 20,098 19,735 22,748 19,820 1,760 1,243 1,075 837 19 21 47,671 49,693 a) Includes Gross block of ` 2,232 (2014 : ` 2,042) and Accumulated amortisation of ` 849 (2014 : ` 698) 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, 2015, aggregated to ` 105 (2014: ` 149). d) Includes regrouping / reclassification within the block of assets. 186 05_Wipro AR_Consolidated Accnts_2015.indd 186 6/21/2015 4:12:48 PM Consolidated Financial StatementsAnnual Report 2014-1514. Intangible assets Cost: As at April 1, 2013 Additions Additions due to acquisitions Translation adjustment(a) Disposal/adjustments As at March 31, 2014 As at April 1, 2014 Additions Translation adjustment(a) Disposal/adjustments As at March 31, 2015 Accumulated amortization As at April 1, 2013 Charge for the year Translation adjustment(a) Disposal/adjustments As at March 31, 2014 As at April 1, 2014 Charge for the year Translation adjustment(a) Disposal/adjustments As at March 31, 2015 Net Block As at March 31, 2014 As at March 31, 2015 Technical Know-how Patents, trademarks and rights Customer Contract 662 - - 91 (23) 730 730 - (108) (100) 522 543 27 87 (9) 648 648 19 (107) (83) 477 82 45 180 26 213 9 (57) 371 371 - 13 - 384 - 49 - - 49 49 153 (3) - 199 322 185 - - - - - - - 509 (80) - 429 - - - - - - 32 (4) - 28 - 401 Total 842 26 213 100 (80) 1,101 1,101 509 (175) (100) 1,335 543 76 87 (9) 697 697 204 (114) (83) 704 404 631 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 46] As at March 31, 2015 3,404 3,404 2014 2,712 2,712 187 05_Wipro AR_Consolidated Accnts_2015.indd 187 6/21/2015 4:12:48 PM Consolidated Financial StatementsWipro Limited 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 Interest receivable * Finance lease receivables are secured by the underlying assets given on lease. 18. Current investments (Valued at cost or fair value, whichever is lower) Quoted Investments in Indian money market mutual funds * [Refer note 47(i)] Investment in debentures [Refer note 47(ii)] Unquoted Certificate of deposits/bonds [Refer note 47(iii)] Others Aggregate market value of quoted investments As at March 31, 2015 1,511 3,747 1,472 460 4,445 17,897 1,844 31,376 As at March 31, 2015 2,899 736 7 3,642 As at March 31, 2015 10,199 751 10,950 40,939 28 40,967 51,917 11,024 2014 985 1,946 1,355 657 3,711 19,967 1,842 30,463 2014 5,235 286 - 5,521 2014 18,295 51 18,346 40,378 28 40,406 58,752 18,589 * include mutual funds amounting to ` Nil (2014: ` 250) 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. 188 05_Wipro AR_Consolidated Accnts_2015.indd 188 6/21/2015 4:12:48 PM Consolidated Financial StatementsAnnual Report 2014-15 19. Inventories (At lower of cost and net realizable value) Raw materials [including goods in transit - Nil (2014 : ` 1)] Work in progress Finished goods [including goods in transit - ` 8 (2014 : ` 28)] 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 [refer note 48] - In current accounts - Unclaimed dividend - In deposit accounts Cheques, drafts on hand Cash in hand Other Deposits with banks 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, 2015 3 2 24 3,888 932 4,849 2014 37 16 65 1,245 930 2,293 As at March 31, 2015 2014 13,142 5,337 18,479 (5,337) 13,142 78,406 173 78,579 (173) 78,406 91,548 18,575 4,389 22,964 (4,389) 18,575 66,892 197 67,089 (197) 66,892 85,467 As at March 31, 2015 2014 46,073 25 111,743 1,070 29 158,940 7,250 166,190 100,657 - 44,683 27 68,536 953 2 114,201 - 114,201 40,590 - a) Cash and cash equivalents include restricted cash balance of ` 25 (2014 : ` 27), primarily on account of unclaimed dividends. 05_Wipro AR_Consolidated Accnts_2015.indd 189 6/21/2015 4:12:48 PM 189 Consolidated 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 and customs Prepaid expenses Other deposits Security deposits Interest bearing deposit Deferred contract costs Others Considered doubtful Less: Provision for doubtful loans and advances 23. Other current assets Secured, considered good: Finance lease receivables Unsecured, considered good: Derivative assets Interest receivable Unbilled revenue Receivable from Related party Finance lease receivables are secured by the underlying assets given on lease. 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 190 As at March 31, 2015 3,488 1,533 1,786 8,033 254 2,054 30,950 3,610 5,482 880 58,070 (880) 57,190 2014 2,447 1,153 1,267 6,193 289 1,679 12,500 3,852 4,125 826 34,331 (826) 33,505 As at March 31, 2015 3,461 3,461 7,474 7,146 42,338 77 57,035 60,496 Year ended March 31, 2015 224 3,948 15,691 (1) 3,611 1,024 24,497 2014 3,018 3,018 5,514 4,367 39,334 - 49,215 52,233 2014 354 1,545 12,472 970 3,382 496 19,219 05_Wipro AR_Consolidated Accnts_2015.indd 190 6/21/2015 4:12:49 PM Consolidated Financial StatementsAnnual Report 2014-15 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, 2015 214,266 4,798 1,327 4,724 225,115 2014 197,627 4,468 560 4,160 206,815 Year ended March 31, 2015 774 2,725 3,499 2014 819 3,015 3,834 Year ended March 31, 2015 52,247 21,684 1,625 5,717 5,640 2,932 3,682 917 4,727 370 1,230 1,015 50 12,354 114,190 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 28. 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 (Accounts) Rules, 2014. 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 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 ` (524) for the year ended March 31, 2015 [2014: ` (705)] was recognised in translation reserve / hedging reserve in shareholders’ funds. The amount of gain/ (loss) of ` (390) for the year ended March 31, 2015 [2014: ` (839)] 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, 2015 [2014: ` 134] recognised in the hedging reserve would be transferred to the statement of profit and loss on the occurrence of the hedged transaction. 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: 191 05_Wipro AR_Consolidated Accnts_2015.indd 191 6/21/2015 4:12:49 PM Consolidated Financial StatementsWipro Limited a. Foreign currency borrowing of USD 150 Mn 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 ` 390 for the year ended March 31, 2015 (2014: ` 839). 29. Derivatives As of March 31, 2015, the Company has recognised gains of ` 4,268 [2014: ` 567] relating to derivative financial instruments (comprising of foreign currency forward contract, option contracts, and interest rate swap) that are designated as effective cash flow hedges in the shareholders’ funds. In addition to the derivative instruments discussed above in Note 28, the Company has also designated certain foreign currency forward contracts to hedge its net investment in non-integral foreign operations. The Company has recognized gain of ` 780 for the year ended March 31, 2015 (2014: loss of ` 1,761) relating to the derivative financial instruments in translation reserve in the reserves and surplus. The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding as at: (In Millions) As at March 31, 2015 2014 $ 836 $ £ 198 £ 516 51 AUD 83 AUD 9 € 220 € $ 150 $ 78 150 $ € 145 $ - € 220 25 1,061 $ 1,304 $ 112 67 £ £ € 63 60 € JPY 490 JPY 490 8 SGD 13 SGD ZAR 69 ZAR 223 CAD 30 CAD 10 AUD 53 AUD 99 - CHF 10 CHF 585 $ 790 $ Designated cash flow hedging derivative instruments Sell Interest Rate Swap Net investment hedges in foreign operations Others Non designated derivative instruments Sell Buy 192 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 ` 18,303 (2014: ` 18,196). 30. Sale of financial assets From time to time, in the normal course of business, the Company transfers accounts receivables, unbilled revenues, 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 such arrangements, the Company is obligated to repurchase the uncollected financial assets, subject to limits specified in the agreement with the banks. These are reflected as part of loans and borrowings in the statement of balance sheet. 31. 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 or quarterly installments over periods ranging from 1 to 7 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, 2015 2014 3,685 3,194 3,108 73 63 6,929 (569) 6,360 5,885 - 90 9,169 (916) 8,253 Present value of minimum lease receivables are as follows: 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 As at March 31, 2015 2014 6,360 3,419 2,826 57 58 8,253 2,980 5,190 - 83 05_Wipro AR_Consolidated Accnts_2015.indd 192 6/21/2015 4:12:49 PM Consolidated Financial StatementsAnnual Report 2014-15 32. 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, 2015 and 2014. As at March 31, 2015 2014 Present value of minimum lease payments Not later than one year 1,660 1,092 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: 3,218 1,908 4,878 345 5,223 3,000 296 3,296 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 under such leases are ` 4,727 and ` 4,582 during the years ended March 31, 2015 and 2014 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 33. Employee benefit plan As at March 31, 2015 3,351 6,385 2,206 11,942 2014 2,584 5,413 2,881 10,878 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 Life 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 Current service cost Interest cost Benefits paid Actuarial loss Projected Benefit Obligation (PBO) at the end of the year Change in plan assets Fair value of plan assets at the beginning of the year Expected return on plan assets Employer contributions Benefits paid Actuarial gain Fair value of plan assets at the end of the year Recognized liability 2015 2014 3,690 613 348 (462) 179 3,115 537 262 (479) 255 4,368 3,690 As at March 31, 2015 2014 3,360 261 1,065 (462) 105 4,329 (39) 3,096 247 479 (479) 17 3,360 (330) 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, 2016 is ` 788. Net gratuity cost for the year ended March 31, 2015 and 2014 are as follows: Current service cost Interest on obligation Expected return on plan assets Actuarial loss Net gratuity cost Year ended March 31, 2014 537 262 (247) 238 790 2015 613 348 (261) 74 774 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, 2015 7.95% 8% 2014 8.90% 8% 8.50% 8.50% 193 05_Wipro AR_Consolidated Accnts_2015.indd 193 6/21/2015 4:12:49 PM Consolidated Financial StatementsWipro Limited 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, 2015 2014 2013 2012 2011 (1) 105 4,368 4,329 (39) (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) 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 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, 2015, the Company has contributed (net) ` 518 to superannuation fund [2014: contribution recognized ` 484]. 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. 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 2015 28,455 28,455 - 2014 24,632 24,632 - The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: 194 Assumptions As at March 31, Discount rate Average remaining tenure of investment portfolio Guaranteed rate of return 2015 7.95% 6 years 8.75% 2014 8.90% 6 years 8.75% For the year ended March 31, 2015, the Company contributed ` 3,247 (2014: ` 3,117) towards provident fund. 34. Employee stock option i) ii) iii) 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 in tranches over a period of three to 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. The intrinsic value on the date of grant approximates the fair value. For the year ended March 31, 2015, the Company has recorded stock compensation expense of ` 1,327 (2014: ` 560). 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). 05_Wipro AR_Consolidated Accnts_2015.indd 194 6/21/2015 4:12:49 PM Consolidated Financial StatementsAnnual Report 2014-15 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 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) The activity in these stock option plans is summarized below: 2015 Number Range of Exercise Prices Authorized Shares 50,000,000 ` Range of Exercise Prices 171 – 490 250,000,000 ` 171 – 490 15,000,000 US$ 20,000,000 ` 20,000,000 US$ 20,000,000 ` 16,666,667 ` 3 – 7 2 0.04 2 2 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 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 ` ` US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ 480 – 489 2 0.04 480 – 489 2 0.04 480 – 489 0.04 480 – 489 0.04 480 – 489 2 0.04 480 – 489 2 0.04 33,636 ` 8,007,354 ` 2,096,492 US$ — ` 2,480,000 ` 1,689,500 US$ (13,455) ` 2 (1,968,609 ) ` (743,701 ) US$ — ` 2 (2,186,526 ) ` (465,647 ) US$ 20,181 ` 6,332,219 ` 2,576,644 US$ - ` 1,389,772 ` 1,80,683 US$ 2014 Number 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 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$ (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. 05_Wipro AR_Consolidated Accnts_2015.indd 195 6/21/2015 4:12:49 PM 195 Consolidated Financial StatementsWipro Limited The following table summarizes information about outstanding stock options: Numbers 2015 Weighted Average Remaining Life (Months) Numbers Weighted Average Exercise Price 2014 Weighted Average Remaining Life (Months) Weighted Average Exercise Price Range of Exercise price ` ` US$ 480 – 489 2 0.04 20,181 6,332,219 2,576,644 24 25 31 ` ` 480.20 2 US$ 0.04 33,636 8,007,354 2,096,492 36 36 44 ` ` US$ 480.20 2 0.04 The weighted-average grant-date fair value of options granted during the year ended March 31, 2015 was ` 658.12 (2014: ` 676.73) for each option. The weighted average share price of options exercised during the year ended March 31, 2015 was ` 603.58 (2014: ` 462.60) 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 Wipro Enterprises Limited (WEL) Year ended March 31, 2015 309 (909) 1,327 88 815 2014 549 (904) 560 104 309 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 Deferred tax liabilities (DTL) Fixed assets Amortisable goodwill Unbilled revenue Others Net DTA/(DTL)    As at March 31, 2015 2014 2,360 1,258 1,706 1,601 117 5,784 (3,791) (671) (552) (205) (5,219) 565 1,750 2,786 807 6,601 (4,964) (483) (1,195) (85) (6,727) (126) The Net DTA / (DTL) of ` 565 (2014: ` (126)) has the following breakdown: Deferred tax asset Deferred tax liabilities Net DTA/(DTL) As at March 31, 2015 834 (269) 565 2014 1,553 (1,679) (126) Closing balance 35. 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, 1961 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 ` 1,844 (2014: ` 1,842) is included under ‘Long term loans and advances’ in the balance sheet as of March 31, 2015. i) Tax expenses are net of reversal of provisions recorded in earlier periods, which are no longer required, amounting to ` 891 for the year ended March 31, 2015 (2014: ` 1,244) and MAT credit of ` 2 for the year ended March 31, 2015 (2014: Nil). 196 05_Wipro AR_Consolidated Accnts_2015.indd 196 6/21/2015 4:12:50 PM Consolidated Financial StatementsAnnual Report 2014-15 36. 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: 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 37. Earnings per share Year ended March 31, 2015 2014 Provision for Warranty 346 350 (385) 311 5 306 Others – taxes 1,031 187 (7) 1,211 - 1,211 Provision for Warranty 314 383 (351) 346 6 340 Others – taxes 869 270 (108) 1,031 - 1,031 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 Millions) Year ended March 31, 2015 2,470,776,266 (16,094,616) 2,454,681,650 7,109,442 2,461,791,092 86,609 2014 2,471,385,646 (16,640,212) 2,454,745,434 6,503,042 2,461,248,476 79,471 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. 38. Related party relationships and transactions The List of subsidiaries as of March 31, 2015 is provided in the table below: Subsidiaries Wipro LLC (Formerly Wipro Inc.) Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Subsidiaries Country of Incorporation USA Opus Capital Markets Consultants LLC Wipro Gallagher Solutions Inc Infocrossing Inc. Wipro Promax Analytics Solutions LLC (Formerly Promax Analytics Solutions Americas LLC) Wipro Insurance Solutions LLC USA USA USA USA USA Japan China India India 197 05_Wipro AR_Consolidated Accnts_2015.indd 197 6/21/2015 4:12:50 PM Consolidated Financial StatementsWipro Limited Subsidiaries Subsidiaries Wipro Holdings (Mauritius) Limited Wipro Holdings U.K. Limited Wipro Information Technogoty Austria GmbH(A) (Formerly Wipro Holdings Austria GmbH) 3D Networks (U.K.) Limited Wipro Europe Limited (A) Wipro Promax Analytics Solutions (Europe) Limited (Formerly Promax Analytics Solutions (Europe) Ltd) 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 Promax Analytics Solutions Pty Ltd (Formerly Promax Applications Group Pty Ltd) Wipro Corporate technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Country of Incorporation Mauritius U.K. Austria U.K. U.K. U.K. Cyprus Qatar Mexico Philippines Hungary Argentina Egypt Saudi Arabia Poland Poland Australia Ghana South Africa Wipro Technologies Nigeria Limited Nigeria 198 05_Wipro AR_Consolidated Accnts_2015.indd 198 6/21/2015 4:12:50 PM Consolidated Financial StatementsAnnual Report 2014-15Subsidiaries Subsidiaries Wipro Information Technology Netherlands BV Country of Incorporation Netherland Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Wipro Technology Chile SPA Wipro Technologies Canada Limited (A) Portugal Russia Chile Canada Wipro Information Technology Kazakhstan Kazakhstan LLP Wipro Technologies W.T. Sociedad Costa Rica Anonima Wipro Outsourcing Services Ireland (Ireland) Limited Wipro IT Services Ukraine Ukraine LLC Wipro Technologies Norway AS Norway Wipro Technologies VZ, C.A. Venezuela Wipro Technologies Peru Wipro Promax Holdings Pty Ltd (Formerly Promax Holdings Pty Ltd)(A) Peru Romania Indonesia Australia Australia Thailand Bahrain Sultanate of Oman Spain Singapore Malaysia China India Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty 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) Wipro Chengdu Limited Wipro Airport IT Services Limited* 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, 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 Information Technogoty Austria GmbH, Wipro Portugal S.A, Wipro Europe Limited , Wipro Promax Holdings Pty Ltd and Wipro Technologies Canada Limited are as follows: 199 05_Wipro AR_Consolidated Accnts_2015.indd 199 6/21/2015 4:12:50 PM Consolidated Financial StatementsWipro LimitedSubsidiaries Subsidiaries Wipro Information Technogoty Austria GmbH (Formerly Wipro Holdings Austria GmbH) Wipro Europe Limited (Formerly SAIC Europe Limited) Wipro Portugal S.A. Wipro Promax Holdings Pty Ltd (Formerly Promax Holdings Pty Ltd) Wipro Technologies Canada Limited The list of controlled trusts is: Name of entity Wipro Equity Reward Trust Wipro Inc Benefit Trust The other related parties are: 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 Do Brasil Sistemetas De Informatica Ltd Wipro Promax IP Pty Ltd (Formerly PAG IP Pty Ltd) Wipro Solutions Canada Limited (Formerly ATCO I-Tek Inc.) Country of Incorporation Austria Austria France U.K. U.K. France Portugal France U.K. Brazil Germany Brazil Australia Australia Canada Canada Nature Trust Trust Country of Incorporation India India 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 Wipro Singapore Pte Limited Wipro Unza Holdings Limited Wipro Infrastructure Engineering AB Yardley of London Limited Wipro Enterprises Netherlands BV 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 Entity controlled by Director 200 05_Wipro AR_Consolidated Accnts_2015.indd 200 6/21/2015 4:12:50 PM Consolidated Financial StatementsAnnual Report 2014-15 Azim H Premji Suresh C Senapaty T K Kurien Rishad Azim Premji Jatin Pravinchandra Dalal Name of other related parties Key management personnel - - - - - (1) Up to March 31, 2015 (2) Effective May 1, 2015 (3) Effective April 1, 2015 Nature Chairman and Managing Director Chief Financial Officer and Executive Director (1) Chief Executive Officer and Executive Director Chief Strategy Officer and Executive Director (2) Chief Financial Officer (3) The Company has the following related party transactions: Transaction / Balances Entities controlled by Directors 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 Receivables Payables 2015 154 - 1 - 207 17,166 63 55 2014 169 17 - 3 66 13,733 - 39 12,016 8,583 - - - 193 12,356 - 18 40 490 9,583 Key Management Personnel@ 2015 2014 - - - - - 958 4 - 670 189 - - - - - - - - 765 3 - 478 211 - - - 720 574 @ Including relative of key management personnel. The following are the significant related party transactions during the year ended March 31, 2015 and 2014: Sale of services Wipro Enterprises Limited Sale of products Wipro Enterprises Limited Purchase of services Azim Premji Foundation Purchase of products Wipro Enterprises Limited Asset purchased / capitalized Wipro Enterprises Limited Year ended March 31, 2015 2014 111 - 1 - 207 167 17 - 3 66 201 05_Wipro AR_Consolidated Accnts_2015.indd 201 6/21/2015 4:12:50 PM Consolidated Financial StatementsWipro LimitedDividend paid Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Rent Paid Wipro Enterprises Limited Yasmeen Premji Rental Income Wipro Enterprises Limited Dividend payable Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Remuneration paid to key management personnel Azim H 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 Year ended March 31, 2015 3,710 4,529 4,516 4,297 63 4 55 2,597 3,170 3,161 3,008 48 34 91 - - - 2014 2,968 3,623 3,613 3,438 - 3 39 1,855 2,265 2,258 2,149 102 31 66 18 8 32 39. Capital commitments Tax Demands: The estimated amount of contracts remaining to be executed on Capital account and not provided for, net of advances is ` 1,262 (2014: ` 778). 40. Contingent liabilities As at March 31, 2015 2014 2,560 2,238 21,235 19,646 Disputed demands for excise duty, custom duty, sales tax and other matters Performance and financial guarantee given by the banks on behalf of the Company 202 In March 2004, the Company received a tax demand for year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 (Act) in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore. The same issue was repeated in the successive assessments for the years ended March 31, 2002 to March 31, 2010 and the aggregate demand is ` 46,515 (including interest of ` 13,673). 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 Hon’ble High Court. The Hon’ble High Court has heard and disposed off the appeals upto years ended 05_Wipro AR_Consolidated Accnts_2015.indd 202 6/21/2015 4:12:50 PM Consolidated Financial StatementsAnnual Report 2014-15 March 31, 2004. Order of the Hon’ble High Court is not yet received. On similar issues for years prior to years ended March 31, 2001, the Hon’ble High Court in Karnataka has upheld the claim of the Company under section 10A of the Act. For the years ended March 31, 2008, March 2009, the appeals are pending before Income Tax Appellate Tribunal (Tribunal). For year ended March 31, 2010, the Dispute Resolution Panel (DRP) allowed the claim of the Company under section 10A of the Act. The Income tax authorities have filed an appeal before the Tribunal. For year ended March 31, 2011, the Company received the draft assessment order in March 2015, on similar grounds as that of earlier years, with a demand of ` 7,852 (including interest of ` 2,547) for the financial year ended March 31, 2011. Considering the facts and nature of disallowance and the order of the Appellate authority/Hon’ble Karnataka High Court upholding the claims of the Company for earlier years, the Company believes that the final outcome of the above disputes should be in favor of the Company and there should not be any adverse impact on the financial statements. 41. Acquisitions On August 15, 2014, the Company obtained control of ATCO I-Tek Inc., a Canadian entity, by acquiring 100% of its share capital and certain assets of IT services business of ATCO I-Tek Australia (hereafter the Acquisitions are collectively referred to as ‘acquisition of ATCO I-Tek’) for an all-cash consideration of ` 11,420 million (Canadian Dollars 204 million). ATCO I-Tek provides IT services to ATCO Group. As part of conclusion of certain closing conditions, ` 349 has been reduced from the purchase price. 42. Amalgamation of companies The Company has two wholly owned subsidiaries namely, Wipro Technology Services (‘WTS’) and Wipro Energy IT Services Limited (‘WEITSL’) who are engaged in the business of providing information technology services including software maintenance and support services. During the previous 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 in the standalone financial statements of the Company. During the current year, Wipro IT Services Canada Limited has been amalgamated with Wipro Solutions Canada Limited in terms of the articles of amalgamation (“scheme”) dated October 3, 2014. The scheme has been accounted for under the ‘pooling of interest method’ as prescribed under AS 14. The difference between the amounts recorded as investments and the amount of share capital have been adjusted in the reserves in the consolidated financial statements of the Company. 43. Segment reporting The Company is organized by the following operating segments; IT Services and IT Products. IT Services: The IT Services segment primarily consists of IT Service offerings to our customers organized by industry verticals as follows: 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). Key service offering to customers 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 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. During FY 2013-14, the Company ceased the manufacturing of ‘Wipro branded desktops, laptops and servers’. Revenue relating to the above items is reported as revenue from the sale of IT Products. Assets and liabilities used in the Company’s business are not identified to any of the reportable segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous. 203 05_Wipro AR_Consolidated Accnts_2015.indd 203 6/21/2015 4:12:50 PM Consolidated Financial StatementsWipro Limited Information on reportable segments for year ended March 31, 2015 is given below: BFSI HLS RCTG ENU MFG GMT Total IT Services IT Products Others Entity total Revenue 115,505 49,884 62,209 71,229 80,303 61,050 440,180 33,975 (1,034) 473,121 Operating income of segment 26,916 10,565 13,190 17,561 17,127 13,574 98,933 339 (1,109) 98,163 Unallocated Operating income total Interest and other income Profit before tax Income tax expense Profit after tax Minority interest Net profit (2,462) 96,471 - - (2,462) 339 (1,109) 95,701 16,540 112,241 (25,101) 87,140 (531) 86,609 Information on reportable segments 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 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 ` 522 and ` 89,846 for the year ended March 31, 2014, respectively and profit after tax of the Company excluding the above non-recurring expense is ` 80,075 for the year ended March 31, 2014. 204 05_Wipro AR_Consolidated Accnts_2015.indd 204 6/21/2015 4:12:50 PM Consolidated Financial StatementsAnnual Report 2014-15 The Company has four geographic segments: India, Americas, 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 Americas Europe Rest of the world Year ended March 31, 2014 46,226 200,343 120,868 70,182 437,619 2015 45,753 227,328 124,523 75,517 473,121 Management believes that it is currently not practicable to provide disclosure of geographical assets and liabilities, Segment wise capital expenditure and depreciation 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, 2015 and 2014. a) b) c) d) e) 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). ‘Reconciling items’ includes elimination of inter-segment transactions and other corporate activities. Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues. Segment results includes ` 849 for the year ended March 31, 2015, (2014: ` 496) of certain other income / (loss) which is reflected in other income in the financial statements. For the purpose of segment reporting, the Company has included the impact of ‘foreign exchange gains / (losses), net’ of ` 3,611 for the Year ended March 31, 2015, (2014: 46. Details of non-current investments Investments in Equity Instruments ` 3,382) in revenues which is reported as a part of ‘other income’ in the financial statements. f ) For the purpose of reporting, business segments are considered as primary segment and geographic segments are considered as secondary segment. 44. Demerger and discontinued operations During the 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. 45. Corporate Social Responsibility a) Gross amount required to be spent by the company during the year is ` 1,283. b) Amount spent during the year on: Particulars Sl. no (i) Construction/acquisition In cash Yet to be paid in cash Total of any asset - - - (ii) On purpose other than (i) above 1,163 164 1,327 Particulars No. of shares Currency Face value As at March 31, Opera Solutions LLC Axeda Corporation Mycity Technology Limited Wep Peripherals Limited Wep Solutions Limited Drivestream Inc Total 2015 2014 2,390,433 1,593,365 - 5,462,287 44,935 44,935 306,000 306,000 1,836,000 94,527 - - USD USD ` ` ` 22 0.001 10 10 10 USD 49.51 2015 3,044 - 45 6 17 292 3,404 2014 2,360 283 45 24 - - 2,712 205 05_Wipro AR_Consolidated Accnts_2015.indd 205 6/21/2015 4:12:51 PM Consolidated Financial StatementsWipro Limited 47. Details of current investments (i) Investments in Indian money market mutual funds Fund House Birla Sun Life Mutual Fund Religare Invesco Mutual Fund ICICI Prudential Mutual Fund Franklin Templeton Mutual Fund Reliance Mutual Fund Kotak Mahindra Mutual Fund SBI Mutual Fund UTI Mutual Fund LIC Mutual Fund IDFC Mutual Fund AXIS Mutual Fund HDFC Mutual Fund L&T Mutual Fund JP Morgan Mutual Fund Tata Mutual Fund Deutsche Mutual Fund (ii) Investments in debentures Particulars Debentures in Citicorp Finance (India) Limited (iii) Investments in certificate of deposits / bonds Particulars LIC Housing Finance Limited Bajaj Finance Limited Tata Capital Financial Services Limited Kotak Mahindra Prime Limited Sundaram Finance Limited Government of India Bonds L&T Finance Limited Mahindra & Mahindra Financial Services Limited IL&FS Financial Services Limited Aditya Birla Finance Limited L&T Infrastructure Finance Limited HDFC Limited Kotak Mahindra Investments Limited Infrastructure Leasing And Financial Services Limited Power Finance Corporation Limited Mahindra Vehicle Manufacturers Limited Exim Bank Bharath Aluminium Co Limited L&T Housing Finance Limited Tube Investments IDFC Limited Canara Bank 206 Balances as at March 31, 2015 3,082 1,317 1,079 915 710 600 500 500 500 496 400 100 - - - - 10,199 As at March 31, 2015 751 751 As at March 31, 2015 5,041 4,500 4,450 3,894 3,794 3,275 3,207 2,751 2,161 2,131 1,398 996 954 914 358 264 250 250 200 151 - - 2014 4,357 578 1,560 1,297 4,846 208 1,070 - - 1,428 - 781 1,070 608 300 192 18,295 2014 51 51 2014 7,170 1,495 248 3,004 4,151 1,821 1,940 3,576 - - 1,663 1,453 - 1,696 3,613 - 504 490 - 150 2,607 1,470 05_Wipro AR_Consolidated Accnts_2015.indd 206 6/21/2015 4:12:51 PM Consolidated Financial StatementsAnnual Report 2014-15Particulars GIC Housing Finance Limited NABARD IRFC E.I.D. Parry SIDBI SAIL Total 48. Details of cash and bank balances Details of balances with banks as of March 31, 2015 are as follows: As at March 31, 2015 - - - - - - 40,939 Bank Name Wells Fargo Bank Canara Bank ICICI Bank Bank Of Baroda AXIS Bank Corporation Bank HSBC Yes Bank Vijaya Bank Oriental Bank of Commerce Citi Bank IDBI State Bank of Travancore HDFC Punjab National Bank Saudi British Bank Bank of Montreal Shinhan Bank Standard Chartered Bank Ratnakar Bank ING Vysya Bank Bank of America Indian Overseas Bank RABO Bank Merrill Lynch BBVA Provincial Others including cash and cheques on hand Total In Current Account 36,872 - 24 - - - 3,016 - 3 - 2,166 52 - 845 - 66 506 129 264 - 15 204 3 82 74 - 2,876 47,197 In Deposit Account - 22,140 19,368 17,640 16,580 13,600 4,649 4,500 4,300 4,000 1,166 3,050 3,000 861 1,500 1,149 - 352 188 450 250 - 177 - - 73 - 118,993 2014 1,435 649 500 343 301 99 40,378 Total 36,872 22,140 19,392 17,640 16,580 13,600 7,665 4,500 4,303 4,000 3,332 3,102 3,000 1,706 1,500 1,215 506 481 452 450 265 204 180 82 74 73 2,876 166,190 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/W-100022 Azim H Premji Chairman & Managing Director N Vaghul Director M K Sharma Director Supreet Sachdev Partner Membership No.: 205385 Bangalore June 3, 2015 Jatin Pravinchandra Dalal T K Kurien Chief Financial Officer Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 207 05_Wipro AR_Consolidated Accnts_2015.indd 207 6/21/2015 4:12:51 PM Consolidated Financial StatementsWipro Limited y n a p m o C e h t , 1 - C O A - 4 1 0 2 , s e l u R ) s t n u o c c A ( s e i n a p m o C f o 5 e l u r h t i w d a e r , 3 1 0 2 , t c A s e i n a p m o C f o 9 2 1 n o i t c e s f o ) 3 ( n o i t c e s - b u s o t o s i v o r p t s r fi o t t n a u s r u P 5 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 . 5 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 l a u d i v i d n 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 d e s i r a m m u s g n i t n e s e r p s 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 d n e d i v i d ) i ( - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) x a t ) 4 1 ( ) 3 1 ( 6 4 9 9 7 5 ) 2 7 2 ( ) 5 0 1 ( ) 2 7 3 ( ) 5 ( ) 0 4 ( ) 1 2 1 ( - - 1 3 5 9 ) 2 4 ( 6 0 2 ) 3 ( ) 3 1 ( - 8 ) 1 ( ) 2 2 ( ) 3 ( 1 2 2 ) 5 4 ( 1 2 7 1 ) 8 7 ( 8 0 3 5 8 1 1 , ) 3 4 5 ( ) 7 2 ( * - - ) 2 5 ( 2 3 6 7 1 9 7 4 1 , ) i ( ) 2 1 ( 1 4 3 - - - - - - - - - 6 4 1 9 3 - 1 1 - ) 2 ( - 1 2 - 3 9 7 - - * 0 2 ) 8 ( * * - - - * 4 4 5 0 2 6 4 1 9 1 1 1 2 ) i ( ) i ( ) 1 1 ( 8 8 2 1 , ) 2 7 2 ( 9 7 5 ) 5 0 1 ( ) 2 7 3 ( ) 5 ( ) 4 7 ( ) 0 4 ( - - 1 4 3 3 1 ) 2 4 ( 6 1 2 ) 3 ( ) 6 1 ( - * ) 1 ( 1 1 ) 3 ( 1 0 3 ) 5 4 ( 0 4 7 1 ) 6 8 ( 2 5 3 0 9 3 1 , ) 2 4 5 ( ) 0 1 ( 3 9 8 5 , 7 4 8 5 9 4 2 , 4 4 0 1 , 3 7 3 6 1 , - 4 8 1 4 0 5 3 1 , - - 4 5 2 1 2 1 4 8 2 , 7 7 0 5 6 1 , * * - - 1 1 3 7 4 - 9 7 7 3 5 5 , 6 6 3 7 6 3 5 9 1 7 2 3 1 , 5 0 7 2 , 7 9 6 ) 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 % 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 ) 7 2 ( 6 0 0 3 , % 0 0 1 * - - ) 1 5 ( 2 2 2 3 2 2 0 9 6 1 , - - - 1 3 3 6 9 5 0 8 2 , 1 1 1 2 , % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 d e s o p o r P d n e d i v i D t fi o r P 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 . l c n i ( 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 i g n d o H l ) b ( ) 8 ( - - - - - - 2 9 2 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ] ) 5 ( & ) 4 ( . l c x e [ ) 7 ( 3 1 6 9 , 5 2 3 1 , 3 3 3 7 , 5 9 3 9 6 4 2 , * 8 3 3 3 4 8 2 3 , - - 3 4 2 1 1 0 7 9 9 1 1 3 9 6 1 , - 6 7 2 7 1 5 9 1 4 4 5 7 3 6 5 0 0 3 1 , 1 0 1 7 5 2 6 0 1 1 , 2 2 3 2 4 6 0 6 0 1 , ) 6 ( 0 0 9 2 , 3 9 7 2 , 2 7 6 7 4 7 3 , 4 1 7 6 1 , 8 ) 5 ( ) 3 3 8 7 ( , ) 9 0 3 ( 1 8 3 9 , 5 1 2 ) 4 1 ( ) 2 3 4 ( ) 4 ( 9 1 1 1 , 8 7 7 1 , * 2 6 2 2 0 1 7 1 , 9 3 5 1 4 , ) 0 4 4 4 1 ( , 7 3 1 3 2 , 7 3 2 ) 3 0 1 ( - - 7 4 6 6 1 8 5 7 1 , 0 4 4 6 5 1 , 3 7 3 7 - 0 3 2 6 7 7 5 4 8 3 , 7 2 0 1 1 9 1 5 1 , - - ) 4 ( 6 7 ) 0 2 1 ( ) 3 ( ) 9 7 ( ) 0 7 1 ( ) 6 0 1 ( - 9 2 ) 3 ( ) 6 0 9 ( 5 2 9 1 2 ) 6 3 5 ( 8 9 5 3 , 9 3 8 2 1 1 2 7 3 8 ) 2 1 8 1 ( , 2 7 6 7 6 4 8 9 3 4 , 0 5 3 4 3 3 3 , ) 0 2 0 2 ( , 2 - - 8 5 7 1 2 1 7 * 1 4 - 7 - 6 4 7 7 7 4 7 4 , * * 0 1 2 7 2 9 1 , 3 5 6 1 , * 3 5 4 8 1 , ) 3 ( 3 0 9 4 . 3 0 9 4 . 0 5 2 6 . 0 5 2 6 . 0 5 2 6 . 0 5 2 6 . 0 5 2 6 . 0 5 2 6 . - - 9 0 7 . 4 3 9 1 . 4 3 9 1 . 0 1 0 . 7 0 4 . 1 2 5 . 5 2 8 . - 1 3 0 . 2 1 5 . 0 5 2 6 . 2 1 5 . 9 1 7 6 . 9 1 7 6 . 9 1 7 6 . 9 1 7 6 . 9 1 7 6 . 9 1 7 6 . 9 1 7 6 . 9 1 7 6 . 5 1 0 2 1 3 , h c r a M 4 2 9 2 , 2 3 3 2 , ) 4 6 1 1 ( , 3 7 5 9 1 7 6 . 1 4 - 3 7 3 2 2 5 3 0 3 , 7 3 2 8 , * 5 5 2 9 0 6 2 0 5 0 0 6 3 , * ) 6 ( 1 0 6 ) 8 4 ( 9 7 2 4 1 5 1 4 4 1 3 , 4 9 1 3 2 , * 7 7 * * 1 5 0 1 9 1 7 6 . 8 4 2 9 . 8 4 2 9 . 8 4 2 9 . 8 4 2 9 . 8 4 2 9 . 0 0 1 . ) 2 ( D A C D A C D S U D S U D S U D S U D S U D S U - - S R A L R B L R B P L C N X M F E V P G E S H G N G N D S U R A Z R A Z R U E R U E R U E R U E R U E R U E R U E R U E R U E R U E P B G P B G P B G P B G P B G R N I 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 n o s a e t a r y c n e r r u C ) . c n I k e T - I y l r e m r o f ( O C T A y l r e m r o f ( d e t i i m L a d a n a C s n o i t u o S o r p W l 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 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 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 n I g n i s s o r c o f n 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 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 ) c n I i o r p W y l r e m r o F ( C L L o r p W 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 r e l b a n E y l r e m r o f ( a d t L i a g o l o n h c e T l i s a r B o d o r p W i a d t L a c i t a m r o f n I s A m e t s i S l i s a r B o D o r p W i ) a ( ) A D T L l i s a r B A P S e l i l h C y g o o n h c e T o r p W i 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 ) c ( d e t i i m L a n a h G i l s e g o o n h c e T e t a r o p r o C 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 A C . , i l Z V 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 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 ) f R ( v p S e m e h c S p i h s r e n w O d e s a B - d a o r B a S o r p W i d t L ) y t P ( 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 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 i l L R A S s e g o o n h c e T c i g o L w e N 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 ) c ( . . i C A S u r e P s e g o o n h c e T o r p W l i , l a n o i t a n r e t n I s n o i t a c i l p p A e c n e i c S y l r e m r o f ( e p o r u E o r p W i y l e m r o F ( 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 ) . . A S a c i t a m r o f n I l r e b a n E y l r e m r o f ( . A S . l a g u t r o P o r p W 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 ) V B x o B l i a t e R l ) S A S e c n a r F r e b a n E y l r e m r o f ( S A S e c n a r F o r p W i ) L R A S e p o r u E H b m G a i r t s u A g n d o H o r p W l i i c i g o L w e N y l r e m r o f ( 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 l i a t e R & r e l b a n E y l e m r o f ( h b m G s e i g o l o n h c e T o r p W i 1 3 ) h b m G t l u s n o C ) i H b m G s e g o o n h c e T l 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 ( l ) d t L K U r e b a n E y l r e m r o f ( d e t i i m L K U l i a t e R o r p W i ) d e t i i I m L e p o r u E C A S y l r e m r o f ( d e t i i m L e p o r u E 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 m L K U C A S y l r e m r o f ( d e t i i m L K U 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 . . i i L S n a p S s e g o o n h c e T o r p W l i 2 3 3 3 4 3 5 3 6 3 7 3 8 3 . 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 3 208 05_Wipro AR_Consolidated Accnts_2015.indd 208 6/21/2015 4:12:51 PM Consolidated Financial StatementsAnnual Report 2014-15 d e s o p o r P d n e d i v i D t fi o r P 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 . l c n i ( 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 ) x a t d n e d i v i d ) i ( - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) 0 1 ( 2 8 4 1 , 9 4 2 2 4 8 1 2 4 8 - 2 3 ) 8 0 1 ( 0 1 * 3 1 ) 2 1 ( ) 9 1 ( * 4 5 ) 6 ( ) 7 2 ( 9 6 8 4 8 5 1 1 , ) 8 2 ( 5 2 3 6 8 5 1 , ) 2 3 ( ) 6 6 2 ( 5 7 3 ) 4 ( ) i ( - 7 1 5 2 1 2 3 4 1 - - 5 4 * 6 - - - ) 2 ( 9 4 - - 4 - 3 1 9 ) 6 ( - ) 4 1 ( * - ) i ( ) i ( ) 0 1 ( 0 0 5 1 , 1 6 7 2 5 1 2 7 5 8 - 2 3 ) 3 0 1 ( 1 4 1 9 1 ) 2 1 ( ) 9 1 ( * 2 5 ) 6 ( ) 7 2 ( 2 8 2 5 7 0 2 1 , ) 4 3 ( 3 3 3 6 8 5 1 , ) 2 3 ( ) 0 8 2 ( 5 7 3 ) 4 ( - 4 4 8 0 1 6 7 0 5 1 , 0 3 5 1 , 0 6 2 1 , - 0 1 2 1 0 4 8 0 1 1 , 1 8 7 * 1 2 0 4 3 4 0 8 9 3 9 3 , 6 4 2 2 4 5 2 9 5 3 1 4 5 2 5 7 0 4 , 8 7 0 5 1 , 6 4 2 4 8 5 7 3 3 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 8 2 7 9 . - % 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 % 9 4 % 0 0 1 % 0 0 1 % 0 0 1 % 9 9 9 9 . % 0 0 1 % 0 0 1 % 7 6 6 6 . % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 9 1 1 3 0 7 6 3 1 5 3 3 5 9 7 - 8 5 4 0 4 9 7 2 1 , * 4 6 3 6 4 1 5 3 3 2 3 6 3 1 5 0 6 6 2 5 7 2 5 8 7 1 2 0 1 6 3 9 1 5 7 9 , 7 3 4 8 1 1 2 , * 8 3 1 ] ) 5 ( & ) 4 ( . l c x e [ 6 4 3 9 2 , 0 2 5 7 2 , 6 0 7 1 , 2 2 7 6 7 7 6 1 0 7 7 ) 1 3 ( 4 6 0 3 6 6 2 9 1 3 4 , ) 3 1 2 1 ( , - 5 4 1 9 9 1 1 , 7 3 6 9 4 9 5 4 2 6 2 5 2 1 3 4 6 4 9 1 2 , 4 5 4 5 3 5 0 8 4 7 3 - 0 8 ) 2 9 ( 2 4 6 3 4 9 * ) 6 ( ) 0 3 ( ) 2 4 6 ( 1 0 5 1 , ) 9 ( ) 6 9 1 ( 9 8 1 6 9 1 2 0 4 7 3 3 2 , 5 4 1 9 8 5 9 2 9 4 1 , 0 2 8 4 , 4 1 3 3 8 8 1 , ) 3 2 1 ( ) 4 3 2 ( 7 3 6 3 1 7 3 ) 1 ( * * 3 5 9 6 1 7 3 7 4 , - 6 1 1 0 5 * * 9 * 7 1 0 8 1 3 4 2 0 9 * 8 5 3 4 5 1 2 1 8 * * * * 0 0 1 . 1 7 7 . 2 4 6 1 . 2 4 6 1 . 2 2 5 1 . 0 5 2 6 . - 0 0 1 . 0 0 1 . 0 0 1 . . 5 7 5 6 1 ) h ( 8 4 0 . 5 1 0 2 1 3 , h c r a M 4 3 0 . 7 8 6 1 . . 0 3 2 6 1 0 4 1 . 6 1 7 1 . 8 0 0 1 . 8 0 0 1 . 7 0 1 . 2 9 1 . 6 6 6 1 . 0 5 2 6 . 8 6 7 4 . 8 6 7 4 . 9 5 7 ) g ( 2 1 2 5 . R N I K O N N L P N L P N O R D S U - D H B R D I R N I R N I R N I Y P J T Z K R Y M R M O P H P R A Q B M R B M R B U R R A S B H T D S U D U A D U A 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 . 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 o o Z p S d n a o P o r p W l i 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 i l L R S s e g o o n h c e T 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 m L a i s e n o d n I T W T P i ) c ( e n a r k U s e c i v r e S T I 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 d e t i i i m L K U s g n d o H o r p W l i 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 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 K K n a p a J o r p W i ) 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 c n I . 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D U A 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 s g n d o H l x a m o r P o r p W i 5 6 ) d e t i i m L y t P s g n d o H l i i g n d o H l ) b ( 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 n o 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 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 , d e t i i m L e t P s k r o w t e N o r p W h t i 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 y r a d i s b u s d e n w o y l l o h w , d e t i i m L e t P G S P t e n a P d n a d e t i l 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 . 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 a h y r a d i s b u s 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 i i l n e e b s a h 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 . 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 d e t i i m L e t P G S P t e n a P d n a d e t i l 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 f o . s n o i t a r e p o e c n e m m o c o t i t e y e r a e n a r k U s e c i v r e S T I i o r p W d n a d e t i i m L a n a h G , . . i i l s e g o o n h c e T e t a r o p r o C o r p W C A S u r e P s e g o o n h c e T o r p W a m n o n A d a d e i c o S l i i i , . . T W i l s e g o o n h c e T o r p W i . 4 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 s t l u s e r l a i c n a n fi e h T s e i r a d i s b u s n i s t n e m t s e v n i e d u l c x e s t n e m t s e v n I l y g o o n h c e T s u p O 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 e h t g n i r u d 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 o t n i d e g r e m n e e b s a h , y n a p m o c e h t i f o y r a d i s b u s d e n w o y l l o h w , C L L l s e c i v r e S y g o o n h c e T s u p O ) f ( 3 1 0 2 i , t c A s e n a p m o C e h t f o 9 2 1 n o i t c e S r e p s a y r a d i s b u s i s a d e r e d i s n o c e r u s o l c s i d f o e s o p r u p e h t i r o f d n a s e n a p m o c e r u t n e v t n o J 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 s a h C L L s e c i v r e S . n e Y 0 0 1 r e p d e s s e r p x e s i e t a r e g n a h c x E . R D I 0 0 1 r e p d e s s e r p x e s i e t a r e g n a h c x E e t a r e g a h c x e e g a r e v a y l r a e y t a d e t r e v n o C . s e e p u r n o l l i m e n o n a h t s s e l s i e u a V l ) g ( ) h ( ) i ( * @ n a h K a l l u a n a S M y r a t e r c e S y n a p m o C a m r a h S K M r o t c e r i D r o t c e r i D e v i t u c e x E & r e c ffi O e v i t u c e x E f e i h C l u h g a V N r o t c e r i D n e i r u K K T r o t c e r i i D g n g a n a M & n a m r i a h C i j m e r P H m i z A l a l a D a r d n a h c n i v a r P n i t a J r e c ffi O l a i c n a n F f e i h C i 5 1 0 2 , 3 e n u J , l e r o a g n a B . r S . o N 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 6 6 ) a ( ) b ( ) c ( ) d ( ) e ( 05_Wipro AR_Consolidated Accnts_2015.indd 209 6/21/2015 4:12:52 PM 209 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, 2015 and 2014, 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, 2015. 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, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three year period ended March 31, 2015, in conformity with International Financial Reporting Standards as issued by International Accounting Standard 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, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 23, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG Bangalore, India May 23, 2015 210 06_US Gap IFRS_182-232.indd 210 6/21/2015 4:10:13 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15 WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31,   2015   2014   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 68,078 7,931 54,206 736 3,867 2,945 11,409 14,369 163,541 4,849 91,531 73,359 42,338 53,908 6,490 5,077 158,940 436,492 600,033 4,937 14,031 372,248 1,312 15,454 —   407,982 1,646 409,628 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 6 6 5 16 8 19 12 10 9 12 8 16 11 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 ..................................................... 12,707 71 3,240 6,695 3,658 5 26,376 66,206 58,745 16,549 8,036 753 12,223 1,517 164,029 190,405 600,033 The accompanying notes form an integral part of these consolidated financial statements. 10,909 629 1,796 3,448 4,478 6 21,266 40,683 51,917 12,767 12,482 2,504 14,429 1,370 136,152 157,418 502,304 13 16 19 16 15 15 15 15 13 14 2015   Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)   1,093 127 870 12 62 47 183 231 2,625 78 1,469 1,177 679 865 104 81 2,551 7,004 9,629 79 225 5,974 21 248 —   6,547 26 6,573 204 1 52 107 59 —   423 1,063 943 266 129 12 196 24 2,633 3,056 9,629 211 06_US Gap IFRS_182-232.indd 211 6/21/2015 4:10:13 PM Consolidated Financial Statements Under IFRSWipro Limited                                                                         WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (` in millions, except share and per share data, unless otherwise stated) Notes 2013   2014   2015   Year ended March 31,   2015   Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)   7,536 (5,156) 2,380 (491) (415) 58 1,532 (58) 319 1,793 (395) 1,398 434,269 (295,488) 138,781 (29,248) (23,538) 3,359 89,354 (2,891) 14,542 101,005 (22,600) 78,405 469,545 (321,284) 148,261 (30,625) (25,850) 3,637 95,423 (3,599) 19,859 111,683 (24,624) 87,059 —   78,405 —   87,059 —   1,398 77,967 438 78,405 77,967 438 78,405 31.76 31.66 31.76 31.66 86,528 531 87,059 86,528 531 87,059 35.25 35.13 35.25 35.13 1,389 9 1,398 1,389 9 1,398 0.57 0.56 0.57 0.56 Continuing operations Revenues ................................................................... Cost of revenues...................................................... Gross profit Selling and marketing expenses ....................... General and administrative expenses ............. Foreign exchange gains / (losses), net ............ Results from operating activities Finance expense ..................................................... Finance and other income................................... Profit before tax Income tax expense ............................................... Profit for the year from continuing operations Discontinued operations 22 23 23 23 24 25 19 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: 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 Basic ............................................................................ Diluted ....................................................................... 2,453,218,759 2,459,184,321 2,454,745,434 2,454,681,650 2,454,681,650 2,462,626,739 2,462,579,161 2,462,579,161 The accompanying notes form an integral part of these consolidated financial statements. 212 06_US Gap IFRS_182-232.indd 212 6/21/2015 4:10:13 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                                                                                                        WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (` in millions, except share and per share data, unless otherwise stated) Notes   2013   Year ended March 31,   2015   2014   Profit for the year ................................................................................. Other comprehensive income Items that will not be reclassified 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 Total other comprehensive income, net of taxes ....................... Total comprehensive income for the year ...................................... Attributable to: ......................................................................................... Equity holders of the Company ............................................... Non-controlling interest............................................................. 66,696 78,405 87,059 —   —   (190) (190) (64) (64) 18 5,038 7,306 799 18 16,19 8,19 (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 81,819 390 3,051 856 5,096 5,032 92,091 91,510 581 92,091 The accompanying notes form an intergral part of these consolidated financial statements. 2015   Convenience translation into U.S.$ in millions (Unaudited) Refer note 2 (iii) 1,398 (1) (1) 13 6 49 14 82 81 1,479 1,470 9 1,479 213 06_US Gap IFRS_182-232.indd 213 6/21/2015 4:10:13 PM Consolidated Financial Statements Under IFRSWipro Limited                                                                                         3 6 1 6 8 2 , 9 4 8 4 1 3 5 8 2 , l a t o T y   t i u q e t   s e r e t n i - n o N g n i l l o r t n o c y t i u q E f o s r e d o h l e l b a t u b i r t t a y t i u q e e h t o t y n a p m o C e h t 6 9 6 6 6 , 7 3 3 9 5 0 7 , 0 6 5 5 7 3 7 , 7 9 3 9 5 3 6 6 , 9 9 9 6 , 8 5 3 3 7 , 9 3 4 6 — — 9 3 4 6 ) 0 8 0 7 1 ( , ) 4 1 ( ) 6 6 0 7 1 ( , ) 7 0 5 8 5 ( , ) 1 6 ( ) 6 4 4 8 5 ( , ) 5 3 9 4 7 ( , ) 5 7 ( 3 8 9 4 8 2 , 1 7 1 1 , ) 0 6 8 4 7 ( , 2 1 8 3 8 2 , t s u r T ) 2 4 5 ( — — — — — — — — ) 2 4 5 ( — 9 2 2 9 2 2 — — — ) 8 5 ( ) 8 5 ( 5 1 2 — — — — — y t i u q e f o s t n e n o p m o c r e h t O s e r a h S y b d l e h 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 d e n i a t e R e r a h S e r a h S d e l l o r t n o c s e v r e s e r 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 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 ` ( 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 e v r e s e r e v r e s e r e v r e s e r 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 , , — — 7 4 8 2 , 3 2 9 3 , 7 4 8 2 , 3 2 9 3 , — — — — 9 5 3 6 6 , 9 5 3 6 6 , — — — — — — — 9 — — — — — , 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 , 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 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 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 214 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 — — — — 3 4 6 ) 3 0 3 1 ( , ) 6 6 0 7 1 ( , — — — — 3 0 3 1 , ) 1 6 3 6 ( , — ) 7 2 0 2 3 ( , ) 0 0 0 0 2 ( , — 9 8 4 1 , 0 7 4 5 , ) 1 6 3 6 ( , ) 0 6 6 ( 6 1 3 1 , ) 3 9 0 9 4 ( , ) 7 9 6 8 1 ( , 9 8 7 1 9 5 2 , 0 6 7 1 1 , 6 2 9 4 , — — , 2 0 5 8 7 1 4 , , 0 3 7 4 3 9 2 6 4 2 , , 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 s s e n i s u b d e i f i s r e v i d f o r e g r e m e d f o t c e f f E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) 4 e t o n ( . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p 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 06_US Gap IFRS_182-232.indd 214 6/21/2015 4:10:14 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                                                                                                                                                                                                                                                                                                       - n o N y t i u q E e l b a t u b i r t t a s e r a h S y t i u q e e h t o t y b d l e h 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 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 s 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 ` ( 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 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 , , 5 0 4 8 7 , 4 1 4 3 , 8 3 4 6 1 1 9 1 8 1 8 , 4 5 5 7 6 9 7 7 , 8 9 2 3 , 5 6 2 1 8 , ) 3 7 2 3 2 ( , ) 8 3 3 ( ) 5 3 9 2 2 ( , 6 3 1 5 8 3 8 — — — 6 3 1 5 8 3 8 ) 6 1 9 1 2 ( , ) 8 3 3 ( ) 8 7 5 1 2 ( , — — — — — — — — — — ) 2 0 3 ( ) 0 9 9 ( ) 2 0 3 ( ) 0 9 9 ( — 0 9 5 4 , 0 9 5 4 , — — — — 7 6 9 7 7 , 7 6 9 7 7 , — — — — — — — — — — — — — — — — — — — 9 0 6 ) 4 0 9 ( — ) 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 — — — — 6 — — 6 — — — — , 3 4 5 2 8 3 3 , — — , 3 4 5 2 8 3 3 , 6 8 8 4 4 3 , 7 8 3 1 , 9 9 4 3 4 3 , ) 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 , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 , 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 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 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 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 . . . . . . . . . . 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 ) 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 06_US Gap IFRS_182-232.indd 215 6/21/2015 4:10:14 PM 215 Consolidated Financial Statements Under IFRSWipro Limited                                                                                                                                                                                                                                                                                                                                                 - n o N y t i u q E e l b a t u b i r t t a s e r a h S y t i u q e e h t o t y b d l e h 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 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 s 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 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 ` ( 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 8 8 4 4 3 , 7 8 3 1 , 9 9 4 3 4 3 , ) 2 4 5 ( ) 7 8 ( 9 9 4 0 6 0 0 1 , 1 2 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 , , 9 5 0 7 8 , 2 3 0 5 , 1 9 0 2 9 , 1 3 5 0 5 1 8 5 8 2 5 6 8 , 2 8 9 4 , 0 1 5 1 9 , ) 0 9 4 9 2 ( , ) 2 2 3 ( ) 8 6 1 9 2 ( , 5 6 3 1 1 , 0 0 0 1 , — — — 3 7 5 6 , 6 2 ) 9 4 3 7 2 ( , ) 2 2 3 ( 8 2 6 9 0 4 , 6 4 6 1 , 5 6 3 1 1 , 0 0 0 1 , 7 4 5 6 , ) 7 2 0 7 2 ( , 2 8 9 7 0 4 , — — — — — — 2 4 5 — — — — 2 4 7 2 4 7 — — — — — 5 5 6 1 1 — — 1 5 0 3 , 9 8 1 1 , 1 5 0 3 , 9 8 1 1 , — — — — 8 2 5 6 8 , 8 2 5 6 8 , — — — — — — — — — — — — — — ) 9 0 9 ( 0 0 2 1 , — 1 9 2 — ) 4 6 ( — ) 8 6 1 9 2 ( , — 9 0 9 — 8 5 4 ) 2 3 2 9 2 ( , 7 6 3 1 , — — — — 5 — — 5 0 5 5 3 , 9 4 2 1 1 , 2 1 3 1 , 8 4 2 2 7 3 , 1 3 0 4 1 , 7 3 9 4 , — — — — , 5 6 7 5 2 7 2 , — — , 5 6 7 5 2 7 2 , , 8 3 0 3 4 0 9 6 4 2 , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 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 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 , 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 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 216 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 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 . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i n a g , s e r a h s y r u s a e r t f o e a S l 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1 0 2 , 1 3 h c r a M t a s A . 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 . t s u r t d e l l l o r t n o c a y b d e h y l e v i t c e p s e r 5 1 0 2 d n a 4 1 0 2 , 3 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 4 2 8 9 2 8 4 1 d n a 2 1 2 0 4 6 6 1 , , , , , , , 1 7 2 1 4 8 4 1 s e d u l c n I * 7 5 0 8 1 1 2 4 7 9 5 , 5 2 2 9 7 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 . . . . . . . . . . . . . . . . . . . . . . . ) i i i ( 2 e t o n r e f e R ) d e t i d u a n U ( 06_US Gap IFRS_182-232.indd 216 6/21/2015 4:10:14 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                                                                                                                                                                                                                                                                                                                                         WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (` in millions, except share and per share data, unless otherwise stated) 2013   Year ended March 31,   2014   2015   2015   Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)   66,696 78,405 87,059 1,397 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 loss, net ........................................................................................... Impact of hedging activities, net ............................................................... Gain on sale of investments ......................................................................... Share based compensation .......................................................................... Income tax expense ........................................................................................ Share of losses of equity accounted investees, net of taxes ............. Dividend and interest (income)/ expense, 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 ................................................. Expenditure on property, plant and equipment .................................. Proceeds from sale of property, plant and equipment ...................... 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 ........................................................... Payment of deferred consideration in respect of business acquisition 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 investing activities: Cash flows from financing activities: Proceeds from issuance of equity shares ................................................ Repayment of loans and borrowings ....................................................... Proceeds from loans and borrowings ....................................................... Proceeds from sale of treasury shares ...................................................... Interest paid on loans and borrowings .................................................... Payment of cash dividend (including dividend tax thereon) ........... Net cash (used) in financing activities................................................................. Net increase 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) .......................... *Includes cash flow from diversified business. Refer to Note 4 for additional details. (230) 10,835 1,185 (25) (2,464) 643 18,349 107 (9,417) (3,168) (1,963) (47) (2,116) 6,789 713 2,614 88,501 (18,079) 70,422 (55) 11,106 1,054 —   (1,697) 513 22,600 —   (11,977) (8,299) (7,346) 970 (8,902) 7,300 2,420 3,577 89,669 (21,772) 67,897 6 12,823 3,946 —   (3,948) 1,138 24,624 —   (15,143) (5,929) (3,004) (2,556) (3,742) 5,578 3,784 (2,109) 102,527 (24,265) 78,262 (10,616) 471 (492,158) (130) 456,075 (8,276) (2,667) (12,460) 11,410 —   (4,163) (8,913) 1,091 (465,801) —   473,553 —   (5,315) (13,905) 10,865 —   (3,093) (12,661) 1,389 (551,282) —   561,582 —   —   (39,200) 13,500 (243) —   (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 (2,985) 11,375 354 (2,774) 6 (117,550) 106,782 —   (937) (23,273) (34,972) 30,151 (69) 84,119 114,201 (11,331) 12,206 224 (25,816) 5 (98,419) 119,300 1,000 (919) (29,490) (8,523) 43,923 589 114,201 158,713 The accompanying notes form an integral part of these consolidated financial statements. 0 206 63 —   (63) 18 395 —   (243) (95) (48) (41) (60) 90 61 (34) 1,646 (389) 1,257 (203) 22 (8,847) —   9,014 —   —   (629) 217 (4) —   (182) 196 4 (412) 0 (1,580) 1,915 16 (15) (473) (137) 708 9 1,834 2,551 217 06_US Gap IFRS_182-232.indd 217 6/21/2015 4:10:14 PM Consolidated Financial Statements Under IFRSWipro Limited                                                     WIPRO LIMITED AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (` 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 Services (“BPS”), 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 23, 2015. 2. Basis of preparation of financial statements (i) Statement of compliance and basis of preparation 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”). 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. (ii) 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. c. Available-for-sale financial assets; and The defined benefit asset/(liability) is recognised as the present value of defined benefit obligation less fair value of plan assets. (iii) 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, 2015, have been translated into United States dollars at the certified foreign exchange rate of US$1 = ` 62.31, as published by Federal Reserve Board of Governors on March 31, 2015. 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. (iv) 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 are 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 method 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 218 06_US Gap IFRS_182-232.indd 218 6/21/2015 4:10:14 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15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 higher of value-in-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which includes turnover and earnings multiples, growth rates and net 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. Non-marketable equity investments are initially recorded at cost and subsequently measured at fair value. Fair value of investments is determined using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable companies, such as revenue, earnings, comparable performance multiples, recent financial rounds and the level of marketability of the investments. The selection of comparable companies requires management judgment and is based on a number of factors, including comparable company sizes, growth rates, and development stages. The income approach includes the use of discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates based on the risk profile of comparable companies. Estimates of revenue and costs are developed using available historical and forecast data. 3. Significant accounting policies (i) Basis of consolidation Subsidiaries The Company determines the basis of control in line with the requirements of IFRS 10, Consolidated Financial Statements. 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-Group balances, transactions, income and 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. Under the equity method, the investment is 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. 219 06_US Gap IFRS_182-232.indd 219 6/21/2015 4:10:14 PM Consolidated Financial Statements Under IFRSWipro Limited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 to 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 financial statements of each of the Company’s entities (including 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 the Company. (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 date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at the exchange rates prevailing at the 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 except when deferred in other comprehensive income as qualifying cash flow hedge and qualifying net investment hedges. 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 foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on non-monetary financial assets measured at fair value such as equities classified as available for sale are included in other comprehensive income, net of taxes. b) Foreign operations For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations that have a functional currency other than Indian rupees are 220 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 differences are recognized in the 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 payables, eligible current 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 06_US Gap IFRS_182-232.indd 220 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15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. In the consolidated statement of financial position, bank overdrafts are presented under borrowings within current liabilities. B. Available-for-sale financial assets The Company has classified investments in liquid mutual funds, equity securities (other than equity accounted investees) and certain debt securities (primarily certificate of deposits with banks) as available-for-sale financial assets. These investments are measured at fair value and changes therein, other than impairment losses, 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 recognised in equity is transferred to the 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 directly attributable 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 term maturity of these instruments. Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in statement of income as cost. Subsequent to initial recognition, derivative financial instruments are measured as described below: 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, net of taxes, 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, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the forecasted transaction occurs. 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. b) Derivative financial instruments C. Others 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 primarily a bank. Changes in fair value of foreign currency derivative instruments neither designated as cash flow hedges nor 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. 221 06_US Gap IFRS_182-232.indd 221 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSWipro Limited(v) Equity and share capital h) Dividend a) Share capital and share premium The authorized share capital of the Company is ` 6,100,000,000 divided into 2,917,500,000 equity shares of ` 2 each, 25,000,000 preference shares of ` 10 each and 150,000 10% optionally convertible cumulative preference shares of ` 100 each. 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. 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. 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 of a qualifying asset are capitalized as part of the cost. b) Shares held by controlled trust (Treasury shares) b) Depreciation 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, 16,640,212 and 14,829,824 treasury shares as of March 31, 2013, 2014 and 2015, respectively. Treasury shares are recorded at acquisition cost. c) Retained earnings Retained earnings comprises of the Company’s undistributed earnings after taxes. A portion of these earnings amounting to ` 1,139 is not freely available for distribution. d) 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 differences 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, net of taxes and presented within equity in the FCTR. g) Other reserves 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 reserves. 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 are as follows: Category Buildings Plant and machinery Computer, equipment and software Furniture, fixtures and equipment Vehicles Useful life   28 to 40 years 5 to 21 years 2 to 7 years 3 to 10 years 4 to 5 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 transferred, liabilities incurred or assumed and equity instruments issued at the date of exchange by the Company. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business acquisition are expensed as incurred. 222 06_US Gap IFRS_182-232.indd 222 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15The cost of an acquisition also includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the fair value of contingent consideration classified as liabilities, other than measurement period adjustments, 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. 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. c) Intangible assets (ix) Inventories Intangible assets acquired separately are measured at cost of acquisition. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less 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. The 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 5 to 10 years 5 to 10 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, or contains a lease if, 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 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 (iv) (f) for further information regarding the determination of impairment. B. Available for sale financial assets 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 reserves 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 223 06_US Gap IFRS_182-232.indd 223 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSWipro Limited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 benefits 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 a 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 by an independent actuary using the projected unit credit method. During the year ended March 31, 2014, the Company had 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, net of taxes 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, net of taxes. The adoption of IAS 19R 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 inconsequential to the consolidated financial statements. 224 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, applicable for Indian companies, 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, net of taxes. b) Termination benefits Termination benefits are expensed when the Company can no longer withdraw the offer of those benefits. 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 06_US Gap IFRS_182-232.indd 224 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15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 transactions Selected 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 expense is determined based on the Company’s estimate of equity instruments that will eventually vest. (xiii)  Provisions 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 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. 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. ‘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’. 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 Company 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. (xiv) Revenue The Company derives revenue primarily from software development, maintenance of software/hardware and related services, business process 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 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. b) Products 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. 225 06_US Gap IFRS_182-232.indd 225 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSWipro Limitedc) Multiple element arrangements a) Current income tax 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. The 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. Costs that relate directly to a contract and incurred in securing a contract are recognized as an asset and amortized over the contract term. Contract expenses are recognised as expenses by reference to the stage of completion of contract activity at the end of the reporting period. (xv) Finance expenses Finance expenses 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. 226 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 assets are recognized to the extent 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 06_US Gap IFRS_182-232.indd 226 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15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  01, 2014, adopted the following interpretation and amendments to accounting standards. IFRIC 21 – Levies IFRIC 21 is effective for annual periods beginning on or after January 1, 2014 and is applied retrospectively. It is applicable to all levies imposed by governments under legislation, other than outflows that are within the scope of other standards (e.g., IAS 12 Income Taxes) and fines or other penalties for breaches of legislation. The interpretation clarifies that an entity recognizes a liability when the activity that triggers the payment of levy, as identified by the relevant legislation, occurs. No liability needs to be recorded towards levy that will be triggered by operating in a future period. It also clarifies that a levy liability is accrued progressively only if the activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, no liability is recognized before the specified minimum threshold is reached. The interpretation requires these same principles to be applied in interim financial statements. This has no impact on the Company. Amendments to IAS 32 Financial instruments – Offsetting Financial Assets and Financial Liabilities* Amendments to IFRS 10 – Consolidated Financial Statements, IFRS 12 – Disclosure of Interests in Other Entities and IAS 27 – Separate Financial Statements – Investment Entities* Amendments to IAS 36 – Impairment of Assets – Recoverable Amount Disclosures for Non-Financial Assets* Amendments to IAS 39 – Financial Instruments: Recognition and Measurement – Novation of Derivatives and Continuation of Hedge Accounting* * 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: A number of new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after 1  April 2014, and have not been applied in preparing these consolidated financial statements. New standards, amendments to standards and interpretations that could have potential impact on the consolidated financial statements of the Company are: IFRS 9 – Financial instruments In July 2014, the IASB completed its project to replace IAS 39, Financial Instruments: Recognition and Measurement by publishing the final version of IFRS 9: Financial Instruments. IFRS 9 introduces a single approach for the classification and measurement of financial assets according to their cash flow characteristics and the business model they are managed in, and provides a new impairment model based on expected credit losses. IFRS 9 also includes new guidance regarding the application of hedge accounting to better reflect an entity’s risk management activities especially with regard to managing non-financial risks. The new standard is effective for annual reporting periods beginning on or after January 1, 2018, while early application is permitted. The application of IFRS 9 may have a material impact on the classification, measurement and presentation of the Company’s financial assets and liabilities. The Company is currently assessing the impact of adopting IFRS 9 on the Company’s Consolidated Financial Statements. IFRS 15 – Revenue from Contracts with Customers. IFRS 15 supersedes all existing revenue requirements in IFRS (IAS 11 Construction Contracts, IAS 18 Revenue and related interpretations). According to the new standard, revenue is recognized to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 establishes a five step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligation; changes in contract asset and liability account balances between periods and key judgments and estimates. The standard permits the use of either the retrospective or cumulative effect transition method. The standard is effective for annual periods beginning on or after January  1, 2017; early application is permitted. In May 2015, the IASB, through an exposure draft, proposed changing the effective date to periods beginning on or after January 1, 2018 instead of January 1, 2017. The Company is currently assessing the impact of adopting IFRS 15 on the Company’s Consolidated Financial Statements. 227 06_US Gap IFRS_182-232.indd 227 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSWipro Limited4. 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 (“Effective Date”) after the sanction of the Honorable High Court and filing of the certified copy of the scheme with the Registrar of Companies. The results of the Diversified Business are as follows: 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. Year ended March 31, 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 2013 ` 56,706 (51,530) 1,380 (107) 6,449 (1,437) ` 5,012 ` 4,997 15 ` 5,012 2.04 2.03 2,453,218,759 2,459,184,321 2014     —   —   —   —   —   —   —       —   —   —   —   —   —   —   Net cash flows from operating activities ................................................... Net cash flows used in investing activities ................................................ Net cash flows from financing activities .................................................... Increase in net cash flows for the period .................................................. 2013   ` 5,709 (9,825) 4,611 ` 495 Year ended March 31, 2014       —   —   —   —   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 ................................................................................................................................................................................. 2015     —   —   —   —   —   —   —        —   —   —   —   —   —  —   2015        —   —   —   —   ` 18,660 3,255 9,722 3,193 8,276 6,175 7,543 7,048 228 06_US Gap IFRS_182-232.indd 228 6/21/2015 4:10:15 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                          Available for sale investments ........................................................................................................................................................ Current tax assets ................................................................................................................................................................................ Cash and cash equivalents ............................................................................................................................................................... Loans and borrowings ....................................................................................................................................................................... Deferred tax liabilities, net ............................................................................................................................................................... Trade payables, other liabilities and provisions ....................................................................................................................... Net assets and liabilities .............................................................................................................................. The above is effected in the consolidated statements of changes in equity for the year ended March 31, 2013. 13,009 14 4,163 (7,515) (1,122) (13,914) `58,507 5. Property, plant and equipment 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 Cost: As at April 1, 2014 Translation adjustment Additions Acquisition through business combination Disposal / adjustments As at March 31, 2015 Accumulated depreciation/impairment: As at April 1, 2014 Translation adjustment Depreciation Disposal / adjustments As at March 31, 2015 Capital work-in-progress Net carrying value as at March 31, 2015 Land   Buildings   Plant and machinery*   Furniture fixtures and equipment   Vehicles   Total   ` 3,990 21 ` 22,787 338 ` 61,798 1,936 ` 11,680 181 ` 1,430 —   ` 101,685 2,476 —   —   1,037 —   9,851 106 1,269 53 30 1 12,187 160 (324) ` 3,687 (100) ` 24,062 (1,381) ` 72,310 (836) ` 12,347 (495) ` 966 (3,136) ` 113,372 ` —   —   ` 3,037 121 ` 44,090 1,242 —   718 7,731 —   ` —   (61) ` 3, 815 (748) ` 52,315 ` 8,574 129 1,553 (721) ` 9,535 ` 1,395 1 ` 57,096 1,493 39 10,041 (491) ` 944 (2,021) ` 66,609 4,686 ` 51,449 ` 3,687 (2) ` 24,062 50 ` 72,310 122 ` 12,347 (120) ` 966 (22) ` 113,372 28 —   —   446 89 —   ` 3,685 (132) ` 24,515 11,978 871 (5,687) ` 79,594 873 120 36 1 13,333 1,081 (522) ` 12,698 (151) ` 830 (6,492) ` 121,322 ` —   —   ` 3,815 36 ` 52,315 243 —   755 9,220 —   ` —   (93) ` 4,513 (5,149) ` 56,629 ` 9,535 (71) 1,430 (258) ` 10,636 ` 944 2 ` 66,609 210 12 11,417 (149) ` 809 (5,649) ` 72,587 5,471 ` 54,206 *Including net carrying value of computer equipment and software amounting to ` 8,903 and ` 12,682 as at March 31, 2014 and 2015, respectively. 229 06_US Gap IFRS_182-232.indd 229 6/21/2015 4:10:16 PM Consolidated Financial Statements Under IFRSWipro Limited                                                                                          Interest capitalized by the Company was ` 149 and ` 105 for the year ended March  31, 2014 and 2015, respectively. The capitalization rate used to determine the amount of borrowing cost capitalized for the year ended March 31, 2014 and 2015 are 8.02% and 8.18%, 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 Balance at the end of the year Year ended March 31,   2015   ` 63,422 1,098 2014   ` 54,756 5,571 3,095 ` 63,422 3,558 ` 68,078 Acquisition through business combination for the year ended March 31, 2015, includes goodwill recognized on the acquisition of ATCO I-Tek and adjustments on conclusion of closing conditions pursuant to acquisition of Opus Capital Markets Consultants LLC under the IT Services Segment. Also refer note 7 to the consolidated financial statements. Following the Demerger, the Company’s remaining two operating segments are IT Services and IT Products. Goodwill as at March 31, 2014 and 2015 has been allocated to the following operating segments: Segments IT Services IT Products Total As at March 31,   2015   2014   ` 67,394 ` 62,772 684 650 ` 68,078 ` 63,422 For the purpose of impairment testing, goodwill relating to IT Services segment has been allocated to the CGUs as follows: CGUs 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 High-Tech (MFG) Global Media and Telecom (GMT) Total As at March 31,   2015   2014   ` 13,763 13,496 ` 14,015 14,080 9,515 9,426 11,738 11,563 2,697 ` 62,772 15,768 11,644 2,461 ` 67,394 Goodwill is 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 Company’s operating segment. The recoverable amount of the CGU within IT Services segment is determined on the basis of Fair Value Less Cost To Sell (FVLCTS). 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 fair value measurement is categorised as a level 2 fair value based on the inputs in the valuation techniques used. The carrying value of goodwill allocated to the CGU within IT Products segment is not significant. The recoverable value of this CGU has been determined using value-in-use (VIU). The VIU is determined based on discounted cash flow projections. Key assumptions on which the Company has based its determination of VIU include estimated cash flows, terminal value and discount rates. Value-in-use is calculated using after tax assumptions. The 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 Terminal value long-term growth rate After tax discount rate Before tax discount rate Year ended March 31,   2015   2014   5% 16.5% 22.6% 5% 16.5% 24.9% Based on the above, no impairment was identified as of March 31, 2014 and 2015 as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as of March 31, 2014 and 2015 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. 230 06_US Gap IFRS_182-232.indd 230 6/21/2015 4:10:16 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15    The movement in intangible assets is given below: 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 and impairment Effect of demerger of diversified business As at March 31, 2014 Net carrying value as at March 31, 2014 Cost: As at April 1, 2014 Translation adjustment Acquisition through business combination Disposal/adjustment As at March 31, 2015 Accumulated amortization and impairment: As at April 1, 2014 Translation adjustment Amortization and impairment Disposal/adjustment As at March 31, 2015 Net carrying value as at March 31, 2015 Intangible assets   Customer related   Marketing related   Total   ` 3,003 63 338 —   ` 3,404 ` 1,632 —   462 (202) ` 1,892 ` 1,512 ` 3,404 (1,015) 8,228 —   ` 10,617 ` 1,892 —   1,044 —   ` 2,936 ` 7,681 ` 818 43 219 20 ` 1,100 ` 475 125 76 —   ` 676 ` 424 ` 1,100 (95) —   (100) ` 905 ` 676 (104) 165 (82) ` 655 ` 250 ` 3,821 106 557 20 ` 4,504 ` 2,107 125 538 (202) ` 2,568 ` 1,936 ` 4,504 (1,110) 8,228 (100) ` 11,522 ` 2,568 (104) 1,209 (82) ` 3,591 ` 7,931 Amortization expense on intangible assets is included in selling and marketing expenses in the statement of income. 7. Business combination Summary of acquisitions made in 2013-14 is given below: As of March  31, 2015, the estimated remaining amortization period for intangibles acquired on acquisition are as follows: Opus Capital Markets Consultants LLC Acquisition ATCO I-Tek Global oil and gas information technology practice of the Commercial Business Services Business Unit of Science Applications International Corporation Promax Applications Group Opus Capital Markets Consultants LLC Estimated remaining amortization period   9.50 years 5.25 – 6.25  years 7.25 years 3.75 – 5.75 years On January 14, 2014, the Company had obtained control of Opus Capital Markets Consultants LLC (“Opus”) by acquiring 100% of its share capital. Opus is a US-based provider of mortgage due diligence and risk management services. The acquisition has strengthened Wipro’s mortgage solutions and complemented our existing offerings in mortgage origination, servicing and secondary market. The acquisition was executed through a share purchase agreement for a consideration of ` 4,589 (US$ 75 million) which included a deferred earn-out component of ` 1,285 (US$ 21 million), dependent on achievement of revenues and earnings targets over a period of 3 years. This earn-out liability was fair valued at ` 782 and recorded as part of preliminary purchase price allocation. During the current year, the Company concluded the fair value adjustments of the assets acquired and liabilities assumed on acquisition. Consequently, the fair value of earn-out liability was recorded at ` 589. Comparatives have not been retrospectively revised as the amounts are not material. 231 06_US Gap IFRS_182-232.indd 231 6/21/2015 4:10:16 PM Consolidated Financial Statements Under IFRSWipro Limited                            The following table presents the allocation of purchase price: Description Assets Cash and cash equivalents Property, plant and equipment (including software) Trade receivable Other assets Customer related intangibles Non-compete arrangement Liabilities Other liabilities Deferred income taxes, net Total Goodwill Total purchase price Pre-acquisition carrying amount   Fair value adjustments   Purchase  price allocated   ` 22 160 456 20 —   —   (258) —   400 ` —   —   —   —   234 216 —   (133) 317 ` 22 160 456 20 234 216 (258) (133) 717 2,810 ` 3,527 The goodwill of ` 2,810 comprises value of expected synergies arising from the acquisition. Goodwill is not expected to be deductible for income tax purposes. During the current year, the fair value of earn-out liability was determined to be ` 144 as a result of changes in estimates of revenue and earnings over the earn-out period. The revision of the estimates has inter alia resulted in reduction in the carrying value of intangibles recognized on acquisition. Accordingly, a net gain of ` 470 has been recorded in the statement of income. The fair value of earn-out consideration was estimated by applying the Discounted Cash Flow approach. The fair value estimates are based on discount rate of 7% and probability adjusted revenue and earnings estimates. During the year ended March 31, 2015, an amount of ` 39 has been paid to the sellers representing earn-out payments for the calendar year 2014. The following table presents the allocation of purchase price: Summary of acquisitions made in 2014-15 is given below: ATCO I-Tek Inc. On August 15, 2014, the Company obtained control of ATCO I-Tek Inc., a Canadian entity, by acquiring 100% of its share capital and certain assets of IT services business of ATCO I-Tek Australia (hereafter the acquisitions are collectively referred to as ‘acquisition of ATCO I-Tek’) for an all-cash consideration of ` 11,420 (Canadian Dollars 204 million). ATCO I-Tek provides IT services to ATCO Group. The acquisition will strengthen Wipro’s IT services delivery model in North America and Australia. As part of conclusion of certain closing conditions, ` 349 has been reduced from the purchase price. Consequently, the Company concluded the fair value adjustments of the assets acquired and liabilities assumed on acquisition. Description Assets Cash Property, plant and equipment (including capital work-in-progress and software) Trade receivables Other assets Customer related intangibles Liabilities Trade payables and accrued liabilities Deferred income taxes, net Total Goodwill Total purchase price Pre-acquisition carrying amount   Fair value adjustments   Purchase price allocated   ` 71 ` —   ` 71 1,689 210 296 —   (798) (138) 1,330 (278) —   —   8,228 —   (2,017) 5,933 1,411 210 296 8,228 (798) (2,155) 7,263 3,808 ` 11,071 232 06_US Gap IFRS_182-232.indd 232 6/21/2015 4:10:16 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                        The goodwill of ` 3,808 comprises value of expected synergies arising from the acquisition. Goodwill is not expected to be deductible for income tax purposes. From the date of acquisition, ATCO I-Tek has contributed ` 6,301 of revenue and  ` 868 of profit after taxes. If the acquisition had occurred on April  1, 2014, management estimates that consolidated revenue for the Company would have been ` 472,142 and the profit after taxes would have been ` 87,503 for twelve months ended March 31, 2015. The pro-forma amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on date indicated or that may result in the future. Consolidated Financial Statements Under IFRS 8. Available for sale investments Available for sale investments consists of the following: Cost*   Gross gain recognized directly in equity   As at March 31, 2014   Gross loss recognized directly in equity   Fair Value   Cost* Gross gain recognized directly in equity   As at March 31, 2015   Gross loss recognized directly in equity   Fair Value   Investment in liquid and short-term mutual funds and others Certificate of deposits Total Current Non current ` 61,594 1,482 ` 63,076 ` 334 —   ` 334 ` (177) —   ` (177) 1,482 ` 61,751 ` 56,437 —   ` 63,233 ` 56,437 ` 60,557 2,676 ` 1,340 —   ` 1,340 —   ` (2) ` 57,775 —   ` (2) ` 57,775 ` 53,908 3,867 * Available for sale investments include investments amounting to ` 228 and ` Nil as of March 31, 2014 and 2015, respectively, pledged as margin money deposit for entering into currency future contracts. The counter-parties have an obligation to return the securities to the Company upon settling all the open currency future contracts. 9. Trade receivables 11. Cash and cash equivalents Trade receivables Allowance for doubtful accounts receivable As at March 31,   2015   ` 97,041 2014   ` 89,977 (4,585) ` 85,392 (5,510) ` 91,531 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 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 and traded goods Year ended March 31, 2015 2014 ` 3,625 1,294 (334) ` 4,585 ` 4,585 925 —   ` 5,510 As at March 31, 2014 ` 930 37 16 1,310 ` 2,293 2015 ` 932 3 2 3,912 ` 4,849 Cash and cash equivalents as of March 31, 2013, 2014 and 2015 consist of cash and balances on deposit with banks. Cash and cash equivalents consist of the following: As at March 31,   2013   2014   2015   Cash and bank balances ` 35,683 ` 45,666 ` 47,198 Demand deposits with banks(1) 49,155 68,535 111,742 ` 84,838 ` 114,201 ` 158,940 (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 equivalents consist of the following for the purpose of the cash flow statement: As at March 31,   2013   2014   2015   Cash and cash equivalents (as per above). ` 84,838 ` 114,201 ` 158,940 Bank overdrafts (719) —   (227) ` 84,119 ` 114,201 ` 158,713 233 233 06_US Gap IFRS_182-232.indd 233 6/21/2015 4:10:16 PM Wipro Limited                                                      12. Other assets Current Interest bearing deposits(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 Others (2) Non current Prepaid expenses including rentals for leasehold land Finance lease receivables Deposits Deferred contract costs Others Total As at March 31, 2014 2015 ` 12,500 7,354 2,447 3,018 2,446 3,852 2,794 756 1,267 3,040 ` 39,474 ` 4,523 5,235 412 3,711 414 ` 14,295 ` 53,769 ` 38,200 9,476 3,488 3,461 2,430 3,610 5,290 763 1,786 4,855 ` 73,359 ` 6,630 2,899 65 4,445 330 ` 14,369 ` 87,728 (1) Such deposits earn a fixed rate of interest and will be liquidated within 12 months. (2) Others include ` 400 (March 31, 2014: Nil) representing assets held for sale. Finance lease receivables Finance lease receivables consist of assets that are leased to customers for periods ranging from 1 to 7 years, with lease payments due in monthly or quarterly installments. Details of finance lease receivables are given below: Not later than one year Later than one year but not later than five years 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 Minimum lease payment   Present value of minimum lease payment   As at March 31,   2015   ` 3,685 3,108 73 62 6,928 (568) ` 6,360 2014   ` 3,194 5,885 —   90 9,169 (916) ` 8,253 As at March 31,   2015   ` 3,419 2,826 57 58 6,360 —   ` 6,360 2014   ` 2,980 5,190 —   83 8,253 —   ` 8,253 ` 3,018 5,235 ` 3,461 2,899 The Company had short-term borrowings including bank overdrafts amounting to ` 39,433 and ` 64,443 as at March 31, 2014 and 2015, respectively. Short-term borrowings from banks as of March 31, 2015 primarily consist of lines of credit of approximately ` 4,255, U.S. Dollar (U.S.$) 1,286 million, Canadian Dollar (CAD) 150 million, Saudi Arabian Riyal (SAR) 378 million, Chinese Yuan (CNY) 14 million, and United Kingdom Pound Sterling (GBP) 20 million from bankers for working capital requirements and other short term needs. As of March 31, 2015, the Company has unutilized lines of credit aggregating ` 4,148, U.S.$ 437 million, SAR 165 million and GBP 18 million respectively. To utilize these unused lines of credit, the Company requires consent of the lender 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. 234 06_US Gap IFRS_182-232.indd 234 6/21/2015 4:10:16 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                      The Company has non-fund based revolving credit facilities in various currencies equivalent to ` 39,813 and ` 39,511, as of March 31, 2014 and 2015, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As of March 31, 2014 and 2015, an amount of ` 16,949 and ` 18, 277 respectively, was unutilized out of these non-fund based facilities. Long-term loans and borrowings A summary of long- term loans and borrowings is as follows: Currency Unsecured external commercial borrowing U.S. Dollar Unsecured term loan Indian Rupee 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, 2014   Foreign currency in millions   Indian Rupee   Foreign currency in millions   As at March 31, 2015 Indian Rupee   Interest rate   Final maturity   150 ` 8,985 150 ` 9,375 LIBOR+1.25 % June 2018 0 - 12% 2015 - 2017 —   —   NA —   172 2   ` 9,159 3,000   ` 12,159   ` 1,250 NA —   217 —     ` 9,592 4,878 ` 14,470   ` 1,763 10,909 12,707 The Company had entered into interest rate swap (IRS) in connection with the unsecured external commercial borrowing. 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, 2015, the Company has met all 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 ` 6,467 and ` 8,694 as at March 31, 2014 and 2015, respectively, are secured by inventories, accounts receivable, certain property, plant and equipment and underlying assets. Interest expense was ` 868 and ` 768 for the year ended March 31, 2014 and 2015, 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, 2014 and 2015: Not later than one year Later than one year but not 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 payments   As at March 31,   Present value of minimum lease payments   As at March 31,   2014   ` 1,230 2,066 3,296 (296) ` 3,000 2015   ` 1,843 3,379 5,222 (344) ` 4,878 2014   ` 1,092 1,908 3,000 —   ` 3,000 ` 1,092 1,908 2015   ` 1,660 3,218 4,878 —   ` 4,878 ` 1,660 3,218 06_US Gap IFRS_182-232.indd 235 6/21/2015 4:10:17 PM 235 Consolidated Financial Statements Under IFRSWipro Limited                                                                                  14. Trade payables and accrued expenses Trade payables and accrued expenses consist of the following: Trade payables Accrued expenses 15. Other liabilities and provisions Other liabilities: Current: Statutory and other liabilities Employee benefit obligations Advance from customers Others Non-current: Employee benefit obligations Others Total As at March 31,   2014   ` 17,615 34,302 ` 51,917 2015   ` 18,845 39,900 ` 58,745 As at March 31, 2015 2014 ` 3,551 5,027 3,278 2,573 ` 14,429 ` 3,030 1,448 ` 4,478 ` 18,907 ` 3,530 4,802 2,200 1,691 ` 12,223 ` 3,062 596 ` 3,658 ` 15,881 Provisions: Current: Provision for warranty Others Non-current: Provision for warranty Total As at March 31, 2014 2015 ` 340 1,030 ` 1,370 ` 306 1,211 ` 1,517 ` 6 ` 1,376 ` 5 ` 1,522 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. A summary of activity for provision for warranty and other provisions is as follows: Year ended March 31, 2014 Year ended March 31, 2015   Provision for warranty   ` 314 383 (351) ` 346 Others   ` 869 270 (109) ` 1,030 Total   Provision for warranty   ` 346 350 (385) ` 311 ` 1,183 653 (460) ` 1,376 Others   Total   ` 1,030 188 (7) ` 1,211 ` 1,376 538 (392) ` 1,522 Balance at the beginning of the year Additional provision during the year, net Provision used during the year Balance at the end of the year 16. Financial instruments Financial assets and liabilities (Carrying value/Fair value): As at March 31,   2015   2014   ` 85,392 39,334 114,201 ` 91,531 42,338 158,940 63,233 3,947 29,229 ` 335,336 57,775 5,813 56,298 ` 412,695 Liabilities: Loans and borrowings Trade payables and accrued expenses Derivative liabilities Other liabilities Total As at March 31,   2015   2014   ` 51,592 ` 78,913 51,144 3,133 2,529 ` 108,398 57,793 824 1,023 ` 138,553 Assets: Trade receivables Unbilled revenues Cash and cash equivalents Available for sale financial investments Derivative assets Other assets Total 236 06_US Gap IFRS_182-232.indd 236 6/21/2015 4:10:17 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                                                  By Category (Carrying value/Fair value): Assets: Loans and receivables Derivative assets Available for sale financial assets Total Liabilities: Financial liabilities at amortized cost Trade and other payables Derivative liabilities Total As at March 31, 2014 2015 ` 268,156 ` 349,107 5,813 57,775 ` 335,336 ` 412,695 3,947 63,233 ` 51,592 ` 78,913 58,816 824 ` 108,398 ` 138,553 53,673 3,133 Offsetting financial assets and liabilities The following table contains information on financial assets and liabilities subject to offsetting: Financial assets Gross amounts of recognized financial liabilities set off in the balance sheet   Net amounts of financial assets presented in the balance sheet   (2,944) (3,084) 268,156 349,107 Gross amounts of recognized financial assets   271,100 352,191 Gross amounts of recognized financial assets set off in the balance sheet Net amounts of financial liabilities presented in the balance sheet   Gross amounts of recognized financial liabilities   56,617 61,900 (2,944) (3,084) 53,673 58,816 Loans and receivables As at March 31, 2014 As at March 31, 2015 Financial liabilities   Trade and other payables As at March 31, 2014 As at March 31, 2015 Particulars 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 that are overdue 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, 2014 and 2015, 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: Assets Derivative instruments - Cash flow hedges - Net investment hedges - Others Available for sale financial assets: - Investment in liquid and short-term mutual funds - Investment in certificate of deposit, non-convertible debentures and commercial papers - Investment in equity instruments Total   As at March 31, 2014   Fair value measurements at reporting date using   Level 1   Level 2   Level 3   As at March 31, 2015   Total   Fair value measurements at reporting date using   Level 1   Level 2   Level 3   ` 1,289 123 2,535 ` —   ` 1,289 123 2,425 —   —   ` —   ` 4,237 140 1,436 —   110 ` —   ` 4,237 140 912 —   —   ` —   —   524 18,555 16,826 1,729 —   10,202 10,202 —   —   42,002 2,676 488 —   41,514 —   —   43,706 3,867 2,676 2,046 —   41,660 —   —   3,867 237 06_US Gap IFRS_182-232.indd 237 6/21/2015 4:10:17 PM Consolidated Financial Statements Under IFRSWipro Limited                                                                    Particulars Liabilities Derivative instruments - Cash flow hedges - Net investment hedges - Others - Contingent consideration Total   As at March 31, 2014   Fair value measurements at reporting date using   Level 1   Level 2   Level 3   As at March 31, 2015   Total   Fair value measurements at reporting date using   Level 1   Level 2   Level 3   (740) (718) (1,675) (789) —   —   —   —   (740) (718) (1,675) —   —   —   —   (789) (80) (264) (480) (110) —   —   —   —   (80) (264) (480) —   —   —   —   (110) The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above table: Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with various counterparties, primarily 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. These 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. As at March 31, 2015, 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, 2015. 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 Balance at the beginning of the year Additions Disposals/ payouts Measurement period adjustment to goodwill 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: As at March 31, 2014 Available for sale investments – Equity instruments  Derivative assets – Others  Contingent consideration  ` 2,676 546 (916) —   608 953 ` 3,867 ` 110 433 —   —   (19) —   ` 524 ` (789) —   39 193 447 —   ` (110) Valuation technique Available for sale investments in unquoted equity shares Option pricing model Significant unobservable inputs Volatility of comparable companies Time to liquidation event Derivative assets Option pricing model Volatility of comparable companies Time to liquidation event Input Sensitivity of the input to fair value 45% 2.5% increase (decrease) in volatility would result in increase (decrease) in fair value of AFS investments by ` 21 5 years 1 year increase (decrease) in time to liquidation event would result in increase (decrease) in fair value of AFS investments by ` 27 40% 2.5% increase (decrease) in volatility would result in increase (decrease) in fair value of the derivative asset by ` 21 5 years 1 year increase (decrease) in time to liquidation event would result in increase (decrease) in fair value of the derivative asset by ` 27 238 06_US Gap IFRS_182-232.indd 238 6/21/2015 4:10:17 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                                  As at March 31, 2015 Available for sale investments in unquoted equity shares Significant unobservable inputs Long term growth rate Discount rate Revenue multiple Valuation technique Discounted cash flow model Market multiple approach Derivative assets Option pricing model Volatility of comparable companies Time to liquidation event Input Sensitivity of the input to fair value 2% 0.5% increase (decrease) in growth rate would result in increase (decrease) in fair value of AFS investments by ` 44, (` 40) respectively 14% 0.5% increase (decrease) in growth rate would result in increase (decrease) in fair value of AFS investments by ` 85, (` 91) respectively 0.5x increase (decrease) in revenue multiple would result in increase (decrease) in fair value of AFS investments by ` 148, (` 152) respectively 4.1x 45% 2.5% increase (decrease) in volatility would result in increase (decrease) in fair value of the derivative asset by ` 32, (` 33) respectively 4.5 years 1 year increase (decrease) in time to liquidation event would result in increase (decrease) in fair value of the derivative asset by ` 63, (` 85) respectively 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. 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 Others Non designated derivative instruments Sell As at March 31, 2014 2015 US$ € £ AUD  US$ 516 US$ 78 € 51 £ 9 AUD  150 US$ 836 220 198 83 150 US$ € 220 US$ 25 € 145 —   US$ £ 1,061 US$ 112 £ 1,304 67 As at March 31, 2014 2015 € AUD ¥ SGD ZAR CAD US$ 63 € 99 AUD  490 ¥ 8 SGD 223 ZAR 10 CAD 585 US$ 60 53 490 13 69 30 790 Buy The following table summarizes activity in the cash flow hedging reserve within equity related to all derivative instruments classified as cash flow hedges: Balance as at the beginning of the year Deferred cancellation gain/(loss) 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 of deferred tax As at March 31,   2014   2015   ` 1,669 —   ` 567 101 (1,102) 3,600 `(1,102) ` 567 ` (68) ` 3,701 ` 4,268 ` (718) ` 499 ` 3,550 The related hedge transactions for balance in cash flow hedging reserve as of March 31, 2015 are expected to occur and reclassified to the statement of income over a period of 5 years. 239 06_US Gap IFRS_182-232.indd 239 6/21/2015 4:10:17 PM Consolidated Financial Statements Under IFRSWipro Limited                                                        As at March 31, 2014 and 2015, 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, unbilled revenues, 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. These are reflected as part of loans and borrowings in the statement of financial position. Financial risk management General 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 may change as a result of changes in the interest rates, foreign currency exchange rates 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 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 its business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere, and making 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 the Company’s revenue is in the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar, while a large portion of costs are in Indian Rupees. The exchange rate between the rupee and these currencies 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 hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. The Company has also designated foreign currency borrowings as hedge against respective net investments in foreign operations. As of March  31, 2014 and 2015 respectively, a ` 1 increase/ decrease in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 1,212 and ` 1,495 decrease/increase in the fair value of foreign currency dollar denominated derivative instruments. The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2014 and 2015: US$   ` 31,065 14,611 46,805 934 ` (44,028) Euro   Pound Sterling ` 8,045 4,314 676 809 ` —   ` (478) ` 6,581 2,257 687 1,232 Australian Dollar ` 2,704 949 364 1,667 ` (1,118) Canadian Dollar   ` 87 200 43 11 ` —   Other currencies#   ` 2,876 2,327 1,684 202 ` —   Total   ` 51,358 24,658 50,259 4,855 ` (45,624) (16,303) ` 33,084 (3,088) ` 7,669 (3,743) ` 9,623 (1,219) ` 3,347 (196) ` 145 (1,627) ` 5,462 (26,176) ` 59,330 Trade receivables Unbilled revenues Cash and cash equivalents Other assets Loans and borrowings Trade payables, accrued expenses and other liabilities Net assets / (liabilities) 240 06_US Gap IFRS_182-232.indd 240 6/21/2015 4:10:18 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15  Australian Dollar Canadian Dollar   Trade receivables Unbilled revenues Cash and cash equivalents Other assets Loans and borrowings Trade payables, accrued expenses and other liabilities Net assets / (liabilities) US$   Euro   ` 29,586 16,430 40,465 1,393 ` (58,750) ` 4,648 2,855 1,098 1,241 ` —   Pound Sterling ` 8,603 5,099 842 308 ` (360) (22,296) ` 6,828 (2,923) ` 6,919 (4,149) ` 10,343 ` 1,376 915 255 1,782 ` (932) (797) ` 2,599 Other currencies#   ` 3,005 1,292 2,100 218 ` (227) Total   ` 47,429 26,787 44,786 4,954 ` (60,269) ` 211 196 26 12 ` —   (119) ` 326 (1,571) ` 4,817 (31,855) ` 31,832 # Other currencies reflects currencies such as Singapore Dollars, Saudi Arabian Riyals etc. As at March 31, 2014 and 2015 respectively, every 1% increase/ decrease of the respective foreign currencies compared to functional currency of the Company would impact result from operating activities by approximately ` 593 and ` 318 respectively. 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 entering into interest rate swap agreements, which allows it to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. As of March 31, 2015, substantially all of the Company’s borrowings were subject to floating interest rates, which reset at short intervals. If interest rates were to increase by 100 bps from March 31, 2015, additional net annual interest expense on floating rate borrowing would amount to approximately ` 640. 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 of March  31, 2014 and 2015, respectively and revenues for the year ended March 31, 2013, 2014 and 2015, 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 There is no other class of financial assets that is past due but not impaired except for receivables of ` 4,585 and ` 5,510 as of March 31, 2014 and 2015, respectively. Of the total receivables, ` 59,927 and ` 67,997 as of March 31, 2014 and 2015, 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: 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 Total past due but not impaired Counterparty risk As at March 31, 2015 2014 ` 59,927 ` 67,997 4,996 4,646 3,259 21,733 ` 34,634 7,343 3,936 2,876 16,307 ` 30,462 Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimized by only buying securities which are at least AA rated in India based on Indian rating agencies. 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. 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 241 06_US Gap IFRS_182-232.indd 241 6/21/2015 4:10:18 PM Consolidated Financial Statements Under IFRSWipro Limited          is responsible for liquidity and 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, 2015, cash and cash equivalents are held with major banks and financial institutions. 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. Loans and borrowings Trade payables and accrued expenses Derivative liabilities 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 —   ` 30 ` 9,035 —   ` —   ` 53,105 51,144 ` 3,133 As at March 31, 2014 Contractual cash flows Loans and borrowings Trade payables and accrued expenses Derivative liabilities As at March 31, 2015 Contractual cash flows  Carrying value ` 78,913 Less than 1 year ` 66,526 1-2 years 2-4 years 4-7 years Total ` 1,827 ` 11,609 ` 116 ` 80,078 57,793 ` 824 57,793 ` 753 —   ` 39 —   ` 22 —   ` 10 57,793 ` 824 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: 18. Foreign currency translation reserve The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized below: Cash and cash equivalents Interest bearing deposits Available for sale investments Loans and borrowings Net cash position As at March 31,   2015   ` 158,940 38,200 53,908 (78,913) ` 172,135 2014   ` 114,201 12,500 60,557 (51,592) ` 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 investment in Wipro GE has been transferred to the Resulting Company pursuant to the Demerger of the diversified business and therefore had been classified as discontinued operations as of March 31, 2013. Refer to Note 4. The Company’s share of profits/(losses) of Wipro GE for the year ended March 31, 2013 was ` (108), which is considered under results of discontinued operations. The aggregate summarized financial information of Wipro GE is as follows: Year ended March 31, 2013 ` 30,103 4,144 (203) 2014 ` —   —   —   2015 ` —   —   —   Revenue Gross profit Profit /(loss) for the year 242 Balance at the beginning of the year Translation difference related to foreign operations Change in effective portion of hedges of net investment in foreign operations Total change during the year Balance at the end of the year 19. Income taxes As at March 31,   2014 2015   ` 5,470 ` 10,060 7,190 799 (2,600) ` 4,590 ` 10,060 390 ` 1,189 ` 11,249 Income tax expense has been allocated as follows:   Year ended March 31,   2013   2014   2015   Income tax expense for continuing operations 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 ` 16,912 ` 22,600 ` 24,624 37 (4) 427 112 335 650 06_US Gap IFRS_182-232.indd 242 6/21/2015 4:10:18 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                              Year ended March 31,   2013   2014   2015   The components of deferred tax assets and liabilities are as follows: As at March 31,   2013   2014   2015   ` 3,526 ` 4,207 ` 3,589 1,477 1,257 2,546 1,264 1,844 1,750 1,844 1,859 1,844 1,383 86 ` 9,580 807 (71) 134 (268) ` 9,794 ` 9,704 ` (3,722) (1,597) (294) (180) (398) ` (6,191) ` (5,005) ` (3,416) (3,347) (1,965) (719) (552) ` (8,228) ` (9,999) (1,698) (261) (68) (1,196) ` 3,389 ` 1,566 ` (295) ` 4,235 ` (846) ` 3,362 ` 2,945 ` (1,796) ` (3,240) Defined benefit plan actuarial gains/(losses) Total income taxes for continuing operations —   55 (19) ` 17,376 ` 22,763 ` 25,590 Income tax expense consists of the following:   Year ended March 31,   2013   2014   2015   ` 13,684 5,314 ` 18,998 ` 18,414 ` 19,163 5,913 ` 20,707 ` 25,076 2,293 Carry-forward business losses Accrued expenses and liabilities Allowances for doubtful accounts receivable Minimum alternate tax Income received in advance Others ` (1,241) 592 ` (649) ` 18,349 ` (247) ` (389) (205) 2,282 ` 1,893 ` (452) ` 22,600 ` 24,624 ` 16,912 ` 22,600 ` 24,624 Property, plant and equipment Amortizable goodwill Intangible assets Cash flow hedges Deferred revenue Current taxes Domestic Foreign Deferred taxes Domestic Foreign Total income tax expense Total taxes of continuing operations Total taxes of discontinued operations 1,437 ` 18,349 —   —   ` 22,600 ` 24,624 Income tax expenses are net of reversal of provisions recorded in earlier periods, which are no longer required, amounting to ` 1,109, ` 1,244 and ` 891 for the year ended March 31, 2013, 2014 and 2015, 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, 2013 2014 2015 Profit before taxes from continuing operations Enacted income tax rate in India 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 operations ` 78,596 ` 101,005 ` 111,683 32.45% 33.99% 33.99% 25,500 34,332 37,961 (10,124) (11,208) (11,698) (91) 918 (327) 1,508 (1,261) (1,910) (1,109) (1,244) (891) 378 826 24 302 671 91 343 1,225 (79) ` 16,912 ` 22,600 ` 24,624 Net deferred tax assets/ (liabilities) Amounts presented in statement of financial position: Deferred tax assets Deferred tax liabilities 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 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 ` 2,096 and ` 1,858 as at March 31, 2014 and 2015, respectively in respect of unused tax losses have not been recognized by the Company. 243 06_US Gap IFRS_182-232.indd 243 6/21/2015 4:10:18 PM Consolidated Financial Statements Under IFRSWipro Limited                                                  The tax loss carry-forwards of ` 6,920 and ` 6,509 as at March 31, 2014 and March  31, 2015, 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, ` 5,869 and ` 4,971 as at March 31, 2014 and March  31, 2015, respectively, of these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately ` 1,051 and ` 1,538 as at March  31, 2014 and March  31, 2015, respectively, expires in various years through fiscal 2035. The Company has recognized deferred tax assets of ` 4,207 and ` 3,763 in respect of carry forward losses of its various subsidiaries as at March 31, 2014 and 2015. 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 Income Tax Act, 1961; 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, 2014 and 2015, 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 has 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 continuing operations of ` 9,244, ` 11,043 and ` 11,412 for the years ended March 31, 244 2013, 2014 and 2015 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, 2013, 2014 and 2015 was ` 3.77, ` 4.50 and ` 4.65 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 ` 28,959 and ` 21,954 as of March 31, 2014 and 2015, 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, 2015. 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 United States any portion of its current profits. Accordingly, the Company did not record current and deferred tax provision for branch profit tax. 20. Dividends The Company declares and pays dividends in Indian rupees. According to the Companies Act, 2013 any dividend should be declared out of accumulated distributable profits. A company may, before the declaration of any dividend, transfer a percentage of its profits for that financial year as it may consider appropriate to the reserves. The cash dividends paid per equity share were ` 6, ` 8 and ` 10 during the years ended March  31, 2013, 2014 and 2015, respectively, including an interim dividend of ` 2, ` 3 and ` 5 for the years ended March 31, 2013, 2014 and 2015. The Board of Directors in their meeting on April  21, 2015 proposed a final dividend of ` 7 (U.S.$ 0.11) per equity share and ADS. 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 ` 20,739, including corporate dividend tax thereon. The proposed dividend has not been included as a liability in these consolidated financial statements. 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 06_US Gap IFRS_182-232.indd 244 6/21/2015 4:10:18 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15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. The Company has distributed an interim dividend of ` 5 per equity share during the year ended March  31, 2015. The Board of Directors in their meeting on April 21, 2015 proposed a final dividend of ` 7 (U.S.$ 0.11) per equity share and ADS. The proposal is subject to the approval of shareholders. 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, 2014 and 2015 was as follows: As at March 31,   2014   2015   % Change ` 343,499 ` 407,982 18.77% 87% 84% 40,683 66,206 10,909 12,707 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) 23. Expenses by nature (continuing operations) Employee compensation 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 Provision for doubtful debt Miscellaneous expenses Total cost of revenues, selling and marketing expenses and general and administrative expenses Year ended March 31, 2013 2015 ` 179,627 ` 206,568 ` 224,838 2014 31,148 30,686 27,604 36,186 14,652 43,568 18,519 52,247 21,684 9,913 9,576 1,423 5,023 4,177 2,705 2,024 2,053 1,176 7,227 11,106 11,181 1,417 5,356 4,583 2,901 2,558 2,221 1,294 6,316 12,823 11,644 1,598 5,204 4,727 2,916 3,682 2,240 922 5,630 ` 306,910 ` 348,274 ` 377,759 24. Finance expense (continuing operations) 51,592 78,913 52.96% 13% 16% ` 395,091 ` 486,895 23.24% Interest expense Exchange fluctuation on foreign currency borrowings, net Total Year ended March 31, 2013 ` 863 2014 ` 868 2015 ` 768 1,830 ` 2,693 2,023 2,831 ` 2,891 ` 3,599 The Company is predominantly equity-financed. This is also evident from the fact that loans and borrowings represented only 13% and 16% of total capital as of March 31, 2014 and 2015, 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. The company is not subject to any externally imposed capital requirements. 22. Revenues (continuing operations) Year ended March 31,   2013   2014   2015   Rendering of services ` 335,286 ` 395,838 ` 435,507 Sale of products 38,970 38,431 34,038 Total revenues ` 374,256 ` 434,269 ` 469,545 25. Finance and other income (continuing operations) Interest income Dividend income Gain on sale of investments Total 2014 Year ended March 31, 2013 ` 8,427 639 2,251 ` 11,317 2015 ` 12,491 ` 15,687 224 3,948 ` 14,542 ` 19,859 354 1,697 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 245 06_US Gap IFRS_182-232.indd 245 6/21/2015 4:10:19 PM Consolidated Financial Statements Under IFRSWipro Limited                              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. During the year ended March 31, 2015, WIBT sold 1.8 million shares of Wipro Limited. Earnings per share and number of shares outstanding for the year ended March 31, 2013, has been adjusted for the grant of 1 employee stock option for every 8.25 employee stock options held by each eligible employee in terms of the demerger scheme as on the Record Date. Year ended March 31, 2013 2014 2015 Profit attributable to equity holders of the Company ` 66,359 ` 77,967 ` 86,528 Profit from continuing operations attributable to equity holders of the Company ` 61,362 ` 77,967 ` 86,528 Weighted average number of equity shares outstanding 2,453,218,759 2,454,745,434 2,454,681,650 Basic earnings per share ` 27.05 ` 31.76 ` 35.25 Basic earnings per share from continuing operations ` 25.01 ` 31.76 ` 35.25 Diluted: 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. Year ended March 31,   2013   2014   2015   Profit attributable to equity holders of the Company ` 66,359 ` 77,967 ` 86,528 Profit from continuing operations attributable to equity holders of the Company ` 61,362 ` 77,967 ` 86,528 Weighted average number of equity shares outstanding 2,453,218,759 2,454,745,434 2,454,681,650 Effect of dilutive equivalent share options 5,965,562 7,881,305 7,897,511 Weighted average number of equity shares for diluted earnings per share 2,459,184,321 2,462,626,739 2,462,579,161 Diluted earnings per share ` 26.98 ` 31.66 ` 35.13 Diluted earnings per share from continuing operations ` 24.95 ` 31.66 ` 35.13 27. Employee stock incentive plans The movement in the shares held by the WERT is given below: The stock compensation expense recognized for employee services received during the year ended March  31, 2013, 2014 and 2015 were ` 510, ` 513 and ` 1,138 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. Year ended March 31,   2013   2014   2015   Shares held at the beginning of the period Adjustment pursuant to demerger Shares held at the end of the period 13,269,600 14,829,824 14,829,824 1,560,224 —   —   14,829,824 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: 246 06_US Gap IFRS_182-232.indd 246 6/21/2015 4:10:19 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15            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) Authorized Shares(1) 50,000,000 ` 250,000,000 ` 15,000,000 US$ 20,000,000 ` 20,000,000 US$ 20,000,000 ` 16,666,667 ` Range of Exercise Prices   171 – 490 171 – 490 3 – 7 2 0.04 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 The activity in these stock option plans is summarized below: generally vests in tranches over a period of 3 to 5 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 ten years. Range of Exercise Prices   ` 480 –  489 ` 2 US$ 0.04 ` 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 2013   Number   Weighted Average Exercise Price   30,000 ` 480.20 Year ended March 31,   2014   2015   Number   Weighted Average Exercise Price   480.20 33,636 ` Number   Weighted Average Exercise Price   480.20 33,636 ` 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 ` 2 0.04 2 —   —   2 0.04 —   2 0.04 480.20 2 0.04 480.20 2 0.04 480.20 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$ 2 0.04 —  ` —   2,480,000 ` 2 1,689,500 US$ 0.04 (13,455) ` —   2 (1,968,609) ` (743,701) US$ 0.04 —   —   ` 2 (2,186,526) ` 0.04 —   —   —   480.20 (465,647) US$ —  ` —  ` —  US$ 20,181 ` 2.00 0.04 —   2.00 0.04 —   2.00 0.04 —   2.00 0.04 —   —   —   480.20 8,007,354 ` 2,096,492 US$ 13,455 ` 2 0.04 480.20 6,332,219 ` 2,576,644 US$ —  ` 2.00 0.04 480.20 ` 2 US$ 0.04 ` 480 – 489 11,502,173 ` 2,727,802 US$ —  ` Outstanding at the beginning of the year Granted Exercised Forfeited and expired Effect of demerger(1) Outstanding at the end of the year Exercisable at the end of the year ` US$ 2 0.04 7,111,160 ` 541,959 US$ 2 0.04 5,518,608 ` 347,562 US$ 2 0.04 1,389,772 ` 180,683 US$ 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. 247 06_US Gap IFRS_182-232.indd 247 6/21/2015 4:10:19 PM Consolidated Financial Statements Under IFRSWipro Limited                                      The following table summarizes information about outstanding stock options:   2013   As at March 31,   2014   2015   Range of Exercise price  Numbers   Weighted Average Remaining Life (Months)   Weighted Average Exercise Price   Numbers   Weighted Average Remaining Life (Months)   Weighted Average Exercise Price   Numbers   Weighted Average Remaining Life (Months)   Weighted Average Exercise Price   ` 480 – 489 ` US$ 33,636 2 11,502,173 2,727,802 0.04 48 37 50 ` ` US$ 480.20 2 0.04 33,636 8,007,354 2,096,492 36 36 44 `  480.20 ` US$ 20,181 2 6,332,219 0.04 2,576,644 24 25 31 `  480.20 ` 2.00 US$ 0.04 The weighted-average grant-date fair value of options granted during the year ended March 31, 2013, 2014 and 2015 was ` 406.26, ` 676.73 and ` 658.12 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2013, 2014 and 2015 was ` 384.52, ` 462.60 and ` 603.58 for each option, respectively. 28. Employee benefits (continuing operations) a) Employee costs include: Salaries and bonus Employee benefit plans Gratuity Contribution to provident and other funds Share based compensation Year ended March 31,   2013   2015   ` 175,172 ` 201,815 ` 218,985 2014   562 559 688 3,383 510 4,027 1,138 ` 179,627 ` 206,568 ` 224,838 3,681 513 The employee benefit cost is recognized in the following line items in the statement of income: Cost of revenues Selling and marketing expenses General and administrative expenses Year ended March 31, 2013 2015 ` 150,864 ` 173,651 ` 189,959 2014 17,308 21,412 21,851 11,455 13,028 ` 179,627 ` 206,568 ` 224,838 11,505 Defined benefit plan actuarial gains/ (losses) recognized in other comprehensive income include: Year ended March 31,   2015   2014   The Company has adopted 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 inconsequential. 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 IAS 19R Year ended March 31,   2014   2015   2013 ` 665 ` 578 ` 457 NA 237 (208) 86 (11) ` 561 ` 249 (19) NA —   23 NA —   —   —   ` 559 ` 263 —   —   ` 688 ` 365 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: (24) 283 (3) (25) 231 (96) 216 (39) 2 83 Discount rate Expected return on plan assets Expected rate of salary increase As at March 31,   2015   2014   2013   7.80% 8.90% 7.95% 8.00% 8.50% 7.95% 5.00% 8.00% 8.00% 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. 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 248 06_US Gap IFRS_182-232.indd 248 6/21/2015 4:10:19 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                        The discount rate is based on the prevailing market yields of Indian government securities for 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. Change in present value of defined benefit obligation is summarized below: As at March 31,   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 ` 2011   2,060 ` —   386 254 161 (230) (155) NA NA NA —   ` 2,476 2012   2,476 ` 25 435 (16) 211 (352) 66 NA NA NA —   2013   2,845 ` —   471 —   249 (397) 142 NA NA NA (195) 3,115 2014   3,115 ` —   578 —   221 (479) NA 283 (3) (25) —   2015   3,690 —   665 —   296 (462) NA 216 (39) 2 —   4,368 ` 2,845 ` ` 3,690 ` As at March 31, 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) 2015 ` 3,357 —   273 1,065 (462) NA 96 —   ` 4,329 ` (39) ` (39) As at March 31, 2013, 2014 and 2015, 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, 2016 Estimated benefit payments from the fund for the year ending March 31: 2016 2017 2018 2019 2020 Thereafter Total ` 784 ` 846 874 914 929 986 4,143 ` 8,692 249 06_US Gap IFRS_182-232.indd 249 6/21/2015 4:10:19 PM Consolidated Financial Statements Under IFRSWipro Limited                              The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as of March 31, 2015. Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. As of March 31, 2015, every 0.5 percentage point increase/ decrease in discount rate will affect the gratuity benefit obligation by approximately ` 130. As of March 31, 2015 every 0.5 percentage point increase/ decrease in expected rate of salary increase will affect the gratuity benefit obligation by approximately ` 112. 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, 2011 15,309 ` 15,412 (103) ` 2012 17,932 ` 17,668 264 ` 2013 21,004 ` 21,004 —   ` 2014   24,632 ` 24,632 —   ` 2015 28,445 28,445 —   ` ` 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, 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% 2015 7.95% 6 years 8.75% List of subsidiaries as of March 31, 2015 are provided in the table below. Subsidiaries Subsidiaries Wipro LLC (formerly Wipro Inc.) Wipro Gallagher Solutions Inc Opus Capital Markets Consultants 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 250 Country of Incorporation USA USA USA USA USA USA Japan China India India 06_US Gap IFRS_182-232.indd 250 6/21/2015 4:10:20 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15  Subsidiaries Subsidiaries Wipro Holdings (Mauritius) Limited Wipro Holdings U.K. Limited Wipro Cyprus Private Limited Wipro Information Technogoty Austria GmbH (Formerly Wipro Holdings Austria GmbH) (A) 3D Networks (U.K.) Limited Wipro Europe Limited (A) Wipro Promax Analytics Solutions (Europe) Limited (Formerly Promax Analytics Solutions (Europe) Ltd) Wipro Technologies Nigeria 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 Promax Analytics Solutions Pty Ltd (Formerly Promax Applications Group Pty Ltd) Wipro Corporate technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Country of Incorporation Mauritius U.K. Austria U.K. U.K. U.K. Cyprus Qatar Mexico Philippines Hungary Argentina Egypt Saudi Arabia Poland Poland Australia Ghana South Africa Nigeria 251 06_US Gap IFRS_182-232.indd 251 6/21/2015 4:10:20 PM Consolidated Financial Statements Under IFRSWipro LimitedSubsidiaries Subsidiaries Wipro Information Technology Netherlands BV Country of Incorporation Netherland Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Wipro Technology Chile SPA Wipro Technologies Canada Limited (A) Portugal Russia Chile Canada Wipro Information Technology Kazakhstan Kazakhstan LLP Wipro Technologies W.T. Sociedad Costa Rica Anonima Wipro Outsourcing Services Ireland (Ireland) Limited Wipro IT Services Ukraine Ukraine LLC Wipro Technologies Norway AS Norway Wipro Technologies VZ, C.A. Venezuela Wipro Technologies Peru Wipro Promax Holdings Pty Ltd (Formerly Promax Holdings Pty Ltd)(A) Peru Romania Indonesia Australia Australia Thailand Bahrain Sultanate of Oman Spain Singapore Malaysia China India Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty 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) Wipro Chengdu Limited Wipro Airport IT Services Limited* * 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. 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. (A)  Step Subsidiary details of Wipro Information Technogoty Austria GmbH, Wipro Europe Limited, Wipro Portugal S.A, Wipro Promax Holdings Pty Ltd and Wipro Technologies Canada Limited are as follows: 252 06_US Gap IFRS_182-232.indd 252 6/21/2015 4:10:20 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15Subsidiaries Subsidiaries Wipro Information Technogoty Austria GmbH (Formerly Wipro Holdings Austria GmbH) Wipro Europe Limited (Formerly SAIC Europe Limited) Wipro Portugal S.A. Wipro Promax Holdings Pty Ltd (Formerly Promax Holdings Pty Ltd) Wipro Technologies Canada Limited The list of controlled trusts are: 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 Do Brasil Sistemetas De Informatica Ltd Wipro Promax IP Pty Ltd (Formerly PAG IP Pty Ltd) Wipro Solutions Canada Limited (Formerly ATCO I-Tek Inc.) Country of Incorporation Austria Austria France U.K. U.K. France Portugal France U.K. Brazil Germany Brazil Australia Australia Canada Canada Nature Trust Trust Country of Incorporation India India * Pursuant to the announcement issued as part of the press release on October 22, 2014, Wipro Inc. Benefit Trust sold 1.8 million shares of Wipro Limited and the same is reflected in the consolidated financial statements for the year ended March 31, 2015. The other related parties are: Name of entity Nature % of holding Country of 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 % 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 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 253 06_US Gap IFRS_182-232.indd 253 6/21/2015 4:10:20 PM Consolidated Financial Statements Under IFRSWipro Limited Name of other related parties Wipro Enterprises Cyprus Limited Wipro Singapore Pte Limited Wipro Unza Holdings Limited Wipro Infrastructure Engineering AB Yardley of London Limited Wipro Enterprises Netherlands BV Key management personnel - Azim H Premji - Suresh C. Senapaty - T K Kurien - Dr. Ashok Ganguly - Narayanan Vaghul - Dr. Jagdish N Sheth - B. C. Prabhakar - William Arthur Owens - Dr. Henning Kagermann - Shyam Saran - M.K. Sharma - Vyomesh Joshi - Ireena Vittal - Rishad Azim Premji - Jatin Pravinchandra Dalal (1) Up to March 31, 2015. (2) Up to July 23, 2014. (3) Up to June 30, 2014. (4) Effective May 1, 2015. (5) Effective April 1, 2015. (6) Effective October 1, 2012. (7) Effective October 1, 2013. The Company has the following related party transactions: Transaction/ Balances Associate 2013 ` —   —   —   —   —   —   —   —   —   —   2014 —   —   —   —   —   —   —   —   —   —   2015 —   —   —   —   —   —   —   —   —   —   Sale of goods and services Purchase of assets Interest expense Interest income Rental income Rent paid Dividend Others Key management personnel# Remuneration and short- term benefits Other benefits 254 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 Chairman and Managing Director Chief Financial Officer and Executive Director(1) Chief Executive Officer and Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director(2) Non-Executive Director Non-Executive Director(3) Non-Executive Director(2) Non-Executive Director Non-Executive Director(6) Non-Executive Director(7) Chief Strategy Officer and Executive Director(4) Chief Financial Officer(5) Entities controlled by  Directors 2014 ` 186 66 40 18 39 —   13,733 3 2013 ` 2 —   —   —   —   —   10,995 —   2015 ` 154 207 —   —   55 63 17,166 2 Key Management Personnel 2013 ` —   —   —   —   —   —   573## 8 2014 —   —   —   —   —   —   765## 3 2015 —   —   —   —   —   4 958## 3 —   —   —   —   —   —   152 30 221 174 32 56 06_US Gap IFRS_182-232.indd 254 6/21/2015 4:10:20 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                    Transaction/ Balances Associate 2013 —   2014 —   2015 —   Entities controlled by  Directors 2014 —   2013 —   2015 —   Key Management Personnel 2013 8 2014 11 2015 17 Remuneration to relative of key management personnel Balances as on March 31, Receivables Payables —   —   —   —   —   —   1,111 4,548 617 1,000 193 340 —   60 —   109 —   66 # 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. 30. Commitments and contingencies Operating leases: The Company has taken office, residential facilities and IT equipment under cancellable and non- cancellable 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 ` 4,177, ` 4,583 and ` 4,727 for the year ended March 31, 2013, 2014 and 2015, 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,  2014  2015  ` 2,584 ` 3,351 5,413 2,881 6,385 2,206 ` 10,878 ` 11,942 Capital commitments: As at March  31, 2014 and 2015, the Company had committed to spend approximately ` 778 and ` 1,262 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, 2014 and 2015, performance and financial guarantees provided by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to approximately ` 22,864 and ` 21,234 respectively, as part of the bank line of credit. Contingencies and lawsuits: In March 2004, the Company received a tax demand for year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 (Act) in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore. The same issue was repeated in the successive assessments for the years ended March  31, 2002 to March  31, 2010 and the aggregate demand is ` 46,515 (including interest of ` 13,673). 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. The Honorable High Court has heard and disposed-off the appeals up to years ended March 31, 2004. Order of the Honorable High Court is not yet received. On similar issues for years prior to years ended March 2001, the Honorable High Court in Karnataka has upheld the claim of the Company under section 10A of the Act. For the years ended March 31, 2008 and March 31, 2009, the appeals are pending before Income Tax Appellate Tribunal (Tribunal). For year ended March 31, 2010, the Dispute Resolution Panel (DRP) allowed the claim of the Company under section 10A of the Act. The Income tax authorities have filed an appeal before the Tribunal. For year ended March 2011, the Company received the draft assessment order in March 2015, on similar grounds as that of earlier years, with a demand of ` 7,852 (including interest of ` 2,547) for the year ended March 31, 2011. Considering the facts and nature of disallowance and the order of the appellate authority/ Honorable Karnataka High Court upholding the claims of the Company for earlier years, the Company believes that the final outcome of the above disputes should be in favor of the Company and there should not be any material adverse impact on the financial statements. 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, sales tax and other matters amounts to ` 2,560 and ` 2,338 as of March 31, 2015 and 2014, respectively. 31. Segment Information Following the demerger of the Diversified Business (the “Demerger”), the Company is organized by the following operating segments: IT Services and IT Products. IT Services: The IT Services segment primarily consists of IT Service offerings to customers organized by industry verticals as follows: Banking, Financial Services and Insurance (BFSI), 255 06_US Gap IFRS_182-232.indd 255 6/21/2015 4:10:20 PM Consolidated Financial Statements Under IFRSWipro Limited                        Healthcare and Life Sciences (HLS), Retail, Consumer, Transport and Government (RCTG), Energy, Natural Resources and Utilities (ENU), Manufacturing and High-Tech (MFG), Global Media and Telecom (GMT). For the year ended March  31, 2015, it also includes Others which comprises dividend income and gains or losses (net) relating to strategic investments, which are presented within “Finance and other income” in the statement of Income. Key service offering to customers 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 services. Following the Demerger, to align with industry trends, the Company has reported IT Services revenue and results by industry verticals beginning with the year ended March 31, 2014. The IT Services segment information for the comparative period (year ended March 31, 2013) 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 years ended March 31, 2014 and 2015 on both the old basis and new basis of segmentation. 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. During FY 2013-14, the Company ceased the manufacturing of ‘Wipro branded desktops, laptops and servers’. Revenue relating to the above items is reported as revenue from the sale of IT Products. 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 and operating income. Assets and liabilities used in the Company’s business are not identified to any of the operating segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous. Information on operating segment on the new basis of segmentation for the year ended March 31, 2014 is as follows: BFSI HLS RCTG ENU MFG GMT Others Total IT Services 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 Revenue Segment Result Unallocated Segment Result Total Finance expense Finance and other income Profit before tax Income tax expense Profit for the period Depreciation and  amortisation IT Products 38,785 310 —   310 Reconciling Items (666) (1,289) —   (1,289) Information on operating segment on the new basis of segmentation for the year ended March 31, 2015 is as follows: BFSI HLS RCTG ENU MFG GMT Others Total IT Services 115,505 27,378 49,884 62,209 71,229 80,303 61,050 10,565 13,190 17,561 17,127 13,574 583 —   440,180 99,978 (2,329) 97,649 IT Products 34,006 374 —   374 Reconciling Items (1,004) (2,600) —   (2,600) Revenue Segment Result Unallocated Segment Result Total Finance expense Finance and other income Profit before tax Income tax expense Profit for the period Depreciation and amortization 256 Entity  total 437,628 90,158 (804) 89,354 (2,891) 14,542 101,005 (22,600) 78,405 11,106 Entity total 473,182 97,752 (2,329) 95,423 (3,599) 19,859 111,683 (24,624) 87,059 12,823 06_US Gap IFRS_182-232.indd 256 6/21/2015 4:10:20 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                                                                                                                                                                                                                                                                                Information on operating segments on the old basis of segmentation is as follows: Total IT Services and Products IT IT Products Service 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 Year ended March 31, 2013 Consumer Care and Lighting (Discontinued) 40,594 (22,232) (11,851) (1,499) 5,012 14,785 (13,460) (537) (498) 290 560 (1,177) (452) (10) (1,079) Others (Discontinued)  Reconciling Items  Entity Total  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 Total IT Services and Products  IT  IT  Products* Services 38,785 399,509 (35,659) (259,807) (1,335) (27,338) (1,481) (22,031) 310 90,333 438,294 (295,466) (28,673) (23,512) 90,643 433,608 (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 % 1,669 1,160 7,686 437,628 (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 12,347 257 9,426 235,852 77,595 152,757 161,456 157,107 45 % 1,615 619 6,324 471 428 510 —   —   22,669 24,198 23,434 21 % 54 541 647 —   —   11,875 10,774 11,325 3 % —   —   701 203,878 77,152 157,820 218,438 188,128 —   —   14 Year ended March 31, 2014  Consumer Care and Lighting (Discontinued)  Others (Discontinued)  Reconciling Items Entity  Total* —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   (666) (22) (575) (26) (1,289) 516 195,334 53,202 187,343 186,703 187,022 —   —   —   —   —   —   —   —   —   —   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. 06_US Gap IFRS_182-232.indd 257 6/21/2015 4:10:21 PM 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. Year ended March 31, 2015  Consumer Care and Lighting (Discontinued)  Others (Discontinued)  Reconciling Items Entity  Total Total IT Services and Products  IT  IT  Services Products 440,180 583 (290,056) (28,060) (24,998) 97,649 34,006 —   (31,233) (1,280) (1,119) 374 474,186 583 (321,289) (29,340) (26,117) 98,023 Revenues Others 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 —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   (1,004) (583) (1,285) 267 (2,600) 473,182 —   5 (321,284) (30,625) (25,850) 95,423 (3,599) 19,859 —   111,683 (24,624) 87,059 12,823 600,033 190,405 396,480 488,538 442,509 22% 1,253 266,566 57,303 186,703 268,011 227,357 —   —   6 3,558 8,228 14,414 11,570 333,467 133,102 209,777 220,527 215,152 46% 3,558 8,228 14,408 Reconciliation of the operating 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 For the Year ended March 31, 2013   ` 433,608 (2,654) (56,706) 8 ` 374,256 ` 85,045 (6,449) ` 78,596 258 Management believes that it is currently not practicable to provide disclosure of assets by segment, as they are not identified to any of the operating segments and meaningful segregation of the available information is onerous. The Company has four geographic segments: India, Americas, Europe and Rest of the world. The Americas refer to North and South America. Revenues from the geographic segments based on domicile of the customer for continuing operations are as follows: India Americas Europe Rest of the world 2014 Year ended March 31, 2013 ` 48,472 172,461 99,639 56,310 ` 376,882 2015 ` 46,235 ` 45,814 227,328 124,523 75,517 ` 437,628 ` 473,182 200,343 120,868 70,182 06_US Gap IFRS_182-232.indd 258 6/21/2015 4:10:21 PM Consolidated Financial Statements Under IFRSAnnual Report 2014-15                                                                                                                                            No client individually accounted for more than 10% of the revenues during the year ended March 31, 2013, 2014 and 2015. Management believes that it is currently not practicable to provide disclosure of assets by geographical location, as meaningful segregation of the available information is onerous. Notes: a) b) c) d) e) f ) “Reconciling items” includes elimination of inter-segment transactions, dividend income/ gains/ losses relating to strategic investments and other corporate activities. Segment result represents operating profits of the segments and dividend income and gains or losses (net) relating to strategic investments, which are presented within “Finance and other income” in the statement of Income. Revenues include excise duty of ` 79 and ` 2 for the year ended March  31, 2014 and 2015, respectively. For the purpose of segment reporting, the segment revenues are net of excise duty. Excise duty is reported in reconciling items. Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues. For the purpose of segment reporting, 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). For evaluating performance of the individual operating segments, stock compensation expense is allocated on the basis of straight line amortization. The differential g) h) impact of accelerated amortization of stock compensation expense over stock compensation expense allocated to the individual operating segments is reported in reconciling items. For evaluating the performance of the individual operating segments, amortization of customer and marketing related intangibles acquired through business combinations are reported in reconciling items. The Company generally offers multi-year payment terms in certain total outsourcing contracts. These payment terms 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 payments 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. i) 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,   2013   ` 762 45 2014   ` 478 19 2015 ` 1,247 (10) 94 36 (294) ` 643 —   —   16 ` 513 —   —   (99) ` 1,138 259 06_US Gap IFRS_182-232.indd 259 6/21/2015 4:10:21 PM Consolidated Financial Statements Under IFRSWipro LimitedGlossary A&D ADM ADR Aerospace &Defence Application Development & Maintenance American Depository Receipt APAC Asia Pacific ASEAN Association of Southeast Asian Nations BFSI BPO BPS Banking & Financial Services Business Process Outsourcing Basis Point IAS IASB IFRIC IFRS IP International Accounting Standard International Accounting Standards Board IFRS Interpretations Committee International Financial Reporting Standards Intellectual Property IT-BPM Information Technology- Business Process Management ITES LAN Information Technology Enabled Services Local Area Network C(S)PCB Central(State) Pollution Control Board LATAM Latin America CAGR Compounded Annual Growth Rate CEM CGU CII Client Engagement Manager Cash Generating Units Confederation of Indian Industry CMSP Communication & Service Provider LED LEED Light Emitting Diode Leadership in Energy and Environmental Designs LIBOR London Inter Bank Offered Rate M2M MCA Machine to Machine Ministry of Corporate Affairs COBCE Code of Business Conduct and Ethics NASSCOM National Association of Software and Services Companies COSO Company of Sponsoring Trade way Organisation NUI Natural User Interface CSAT Customer Satisfaction NVGs National Voluntary Guidelines Corporate Social Responsibility Computer Telephony Interface Environmental, Social and Governance Foreign Currency Translation Reserve OEM RSU SEBI WAN Original Equipment Manufacturer Restricted Stock Unit Securities and Exchange Board of India Wide Area Network Federation of Indian Chambers of Commerce and Industry WBPO Wipro BPO Financial Institutional Investor WCCLG Wipro Consumer Care & Lighting Fixed Price Projects Global Reporting Initiative WIN WT Wipro Infrastructure Engineering Wipro Technologies CSR CTI ESG FCTR FICCI FII FPP GRI 260 06_US Gap IFRS_182-232.indd 260 6/21/2015 4:10:21 PM Annual Report 2014-15NOTES 06_US Gap IFRS_182-232.indd 261 6/21/2015 4:10:21 PM NOTES 06_US Gap IFRS_182-232.indd 262 6/21/2015 4:10:21 PM NOTES 06_US Gap IFRS_182-232.indd 263 6/21/2015 4:10:21 PM NOTES 06_US Gap IFRS_182-232.indd 264 6/21/2015 4:10:21 PM 13mm Spine CORPORATE INFORMATION Board of Directors Azim H. Premji - Chairman T.K. Kurien Rishad Premji Dr. Ashok S. Ganguly Dr. Jagdish N. Sheth M. K. Sharma Narayanan Vaghul Ireena Vittal Vyomesh Joshi William Arthur Owens Chief Financial Officer Jatin Pravinchandra Dalal Statutory Auditors BSR & Co. LLP Chartered Accountants Auditors - IFRS KPMG Company Secretary M. Sanaulla Khan Depository for American Depository Shares J.P. Morgan Chase Bank N.A. Registrar and Share Transfer Agents Karvy Computershare Private Ltd. Registered & Corporate Office Doddakannelli, Sarjapur Road Bengaluru – 560 035, India Ph: +91 (80) 28440011 Fax: +91 (80) 28440256 Website: http://www.wipro.com INSIDE Wipro in Brief Sense Forward and Respond Today Financial Highlights Key Metrics Chairman's Letter to the Stakeholders CEO's Letter to the Stakeholders Board of Directors Sustainability Highlights 2014-15 2 4 8 9 10 12 14 16 Management Discussion & Analysis Directors Report Corporate Governance Report Business Responsibility Report Standalone Financial Statements Consolidated Financial Statements Consolidated Financial Statements under IFRS Glossary 24 41 55 85 106 147 183 231 Certain statements in this annual report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, revenue and profits, our ability to generate and manage growth, intense competition in IT services, our ability to maintain our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed- price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, and general economic conditions affecting our business and industry. Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company's filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf. This Annual Report is printed on 100% recycled paper as certified by the UK-based National Association of Paper Merchants (NAPM) and France - based Association des Producteurs et des Utilisateurs des papiers et cartons Recycles (APUR). 13mm Spine Sense Forward and Respond Today DODDAKANNELLI, SARJAPUR ROAD, BENGALURU - 560035, INDIA CIN number : L32102KA1945PLC020800 | Email: info@wipro.com WWW.WIPRO.COM 

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