Wipro Limited
Annual Report 2016

Plain-text annual report

INSIDE Wipro in Brief Design it Build it Financial Highlights Key Metrics Letters Chairman’s Letter to the Stakeholders Vice-Chairman’s Letter to the Stakeholders CEO’s Letter to the Stakeholders Board of Directors Profile of Board of Directors Sustainability Highlights 2015-16 Management Discussion & Analysis An Integrated Approach Industry and Business Overview Business Strategy Business Model Good Governance and Management Practices Risk Managment Capitals and Value Creation 65 109 130 171 216 265 270 02 Board’s Report Corporate Governance Report Financial Statements Standalone Financial Statements under India GAAP Consolidated Financial Statements under India GAAP Consolidated Financial Statements under IFRS Business Responsibility Report Glossary 04 08 09 10 12 14 16 22 24 26 27 30 35 35 38 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 fixedprice, 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. The businesses that will succeed today are the ones that will offer new sources of values, deliver a delightful customer experience, adapt at high velocity and tap innovation globally. Wipro Limited 1 2 Annual Report 2015-16 WIPRO IN BRIEF is a leading Wipro Limited (NYSE:WIT, BSE:507685, NSE:WIPRO) information technology, consulting and business process services company that delivers solutions to enable its clients do business better. Wipro delivers winning business outcomes through its deep industry experience and a 360 degree view of “Business through Technology.” By combining digital strategy, customer centric design, advanced analytics and product engineering approach, Wipro helps its clients create successful and adaptive businesses. A company recognized globally for its comprehensive portfolio of services, strong commitment to sustainability and good corporate citizenship, Wipro has a dedicated workforce of over 170,000, serving clients across 6 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. For more information, please visit www.wipro.com. 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 Act with Sensitivity • • Respect for the individual Thoughtful and Responsible Unyielding Integrity • Delivering on commitments • Honesty and fairness in action Wipro Limited 3 THE FUTURE BELONGS TO THOSE WHO MAKE IT 4 Annual Report 2015-16 DIGITAL TRANSFORMS EVERYTHING Everyday experiences are no longer what they used to be. Buying a car, depositing money, booking accommodation, monitoring fitness, trying on clothes and even telling the time are activities unrecognizable from just a few years ago. New products and services promising greater relevance and higher value have transformed, at lightening speed, the way we live and work. Our world is exploding with data, devices, content and touchpoints. Increasingly, enterprises require more platforms, systems and processes to connect and make sense of the complexity and determine the ways in which brands remain relevant to first-time buyers and long-time loyalists. This disruption is the new normal and there is no sign of this slowing down. As a result, industries, businesses, consumers and our clients are experiencing fundamental challenges. No industry, business model or company can look the other way. The average lifespan of a Fortune 500 company has dropped from 75 years to 15 years. The unbundling of traditional products and services requires a change in how businesses operate and deliver relevance and value to consumers. Business today needs to be redesigned and rebuilt for a world where experience defines value, velocity determines growth and scale is achieved not by big and few but by small and many. The businesses that will succeed today are the ones that will offer new sources of values, deliver a delightful customer experience, adapt at high velocity and tap innovation globally. VALUE BEYOND Businesses are created to offer value. Now, value must go beyond the product, service, store and channel. New sources of value are found at the edge, on the periphery of existing domains, and once unlocked will deliver new sources of revenue and growth. To find new sources of value one requires a new way of working, a multi-disciplinary approach, bringing together strategy, design and technology. When an engineer knows how to design, a strategist knows how to code or a designer knows how to roadmap organizational change, new ways of colloborative working breakdown traditional siloed and inside-out thinking. In its place grows an outside-in approach to defining products and services, one that is led and informed by the customer experience. Entirely new perspectives now create the most compelling, personal, relevant and meaningful product or service. These experience-led enterprises, combined with high velocity and global scale, will be the ones to transform industries and deliver value beyond. Wipro Limited 5 EXPERIENCE-LED Successful businesses go beyond simply delivering products and services. They design and deliver experiences centered around the customer, not a technology or business process. An example of this approach is what we are doing at Chelsea Football Club to transform fan experiences in-stadium on game day and beyond, harnessing digital to ensure there is no fan too far from the action. Not only does this require an outside-in approach, it requires new types of workers. It requires talent that is x-shaped (multi-skilled), not uni-disciplinary, which brings complimentary but diverse skill sets. into viable propositions, underpinned by intelligent operations and into the hands of customers. Therefore, enabling high velocity change requires simplification of traditional development and operations practices. Both are interrelated and complementary, but they differ in nature. Digitally fit operations reduce waste, uncertainty and variation in order to create efficiency. Modern engineering disciplines cut feedback loops through automation, allowing teams to exploit uncertainty and variation quickly and repeatedly throughout an adaptive design process. from failures We help our clients create a platform to learn from experiments, especially for solving ambiguous problems and exploiting innovative ideas. For instance, in 2015-16, we took a global bank from tightly coupled, fixed and interdependent systems to a responsive, fluid and participative architecture capable of releasing new features and updates on demand. This resulted in improved experiences for customers and significant savings for the bank. GLOBAL SCALE Traditionally, global scale is thought to describe size, breadth and presence around the world. While any large multi-national may bring this type of scale to clients, global scale, for us, means much more. For us and our clients, it means the ability to innovate at global scale. Innovation may come from a startup in a garage half- way around the world, an artificial intelligence platform like Wipro HOLMESTM, an unrelated industry setting new standards for customer experience or a small eco-system partner with big ambition. Today’s digital business needs to tap into all sources of traditional and non-traditional innovation. Because this is transformational, clients need a different method that goes beyond siloed, inside-out thinking. We start with insights into customer needs and expectations – insights that are disruptive, forward-looking and unbound by standard industry expectations. Insights lead to dreaming and designing future experiences. Building, delivering and continuously improving experiences at scale and with velocity completes the transformation of product-service experiences for customers. A large electronics client of Wipro believes, that in future, revenues will come from connected devices and not from products. This client relies on Wipro to support their end- HIGH VELOCITY In a rapidly evolving landscape, Digital businesses must have a bias towards action. Moving away from a product-first mindset to an experience-first mindset, companies need to embrace experimentation as well as rapid, reliable and continuous deployment. Competitive advantage of the future is linked to better, faster and more relevant experiences. The goal is to experiences, quickly and efficiently shaping incrementally craft brand-defining ideas 6 Annual Report 2015-16 to-end transformation, integrating internal and external value chains that provide new sources of revenue and new product-service experiences for consumers. DELIVERING AS BIG AS WE CAN DREAM Our heritage lies in technology. Wipro is known around the world for deep expertise in building and running is changing. Understanding systems. Today, Wipro technology is no longer enough. This year, Wipro acquired one of the world’s leading strategic design companies, Designit, and invested internally to create Buildit™, a high caliber studio-based engineering capability. We believe design is not simply about making things look good. Strategic design makes the world a better place. Strategic design fixes unusable systems, improves terrible experiences, innovates new services and creates products that go beyond category. Put simply, design drives human-shaped products, services and help radically simplify digital environments, in a future where there is no market for complicated. Similarly, engineering great experiences is not something you can codify. It is much more subtle, complex and elusive. It is a people thing - the right blend of talent, an effective unit, equipped to discover and create things that matter to you and me. For this, you need to create the right environment, you need the ability to figure out what’s not working when it’s not, and the ability to fix it so it does. You need a place where people safely try, stumble, fall, learn, and try something else - quickly and often. The prize is special – an experience that, for a moment, delights someone, time and again. A good example is what we are doing for a global technology company, where we are bringing the combined strength of our digital, engineering and Designit teams to redesign and reengineer how they work by creating a platform to develop iteratively and deliver lasting product-service experiences in collaboration with their clients. When design and build mindsets are fused together, the continuous evolution of technology results in experiences that no longer trail consumer behavior but rather make brand-defining moments and create new markets. Designing and building new experiences makes today’s businesses into human centric enterprises. When Digital is approached in this manner large, Digital drives large corporations to innovate like startups. Strategic Combining strategic design with strategic technology is our future. Strategic design creates new experiences continuously. technology brings new experiences into the hands of end-users continuously. The future belongs to those who understand that it’s not about system specification but end-user expectation and experience. The future belongs to those who Design it and Build it. The future belongs to those who make it. DESIGN IS NOT SIMPLY ABOUT MAKING THINGS LOOK GOOD. STRATEGIC DESIGN MAKES THE WORLD A BETTER PLACE. Wipro Limited 7 FINANCIAL HIGHLIGHTS FINANCIAL PERFORMANCE (Figures in ` Million except otherwise stated) 2012-13 2013-14 2014-15 2015-16 Revenue@ 376,882 437,628 473,182 516,307 Profit before Depreciation, Amortisation, Interest and Tax 79,885 100,460 108,246 111,986 Depreciation and Amortisation Profit before Interest and Tax Tax Effective Tax Rate (%) Profit before Tax Profit after Tax - attributable to equity holders PER SHARE DATA (Figures in `) Earnings Per share- Basic (₹) Earnings Per share- Diluted (₹) FINANCIAL POSITION (Figures in ` Million) Share Capital Net Worth Total Debt Property, Plant and Equipment (A) Intangible Assets (B) Property, Plant and Equipment including Intangible Assets (A+B) Gross cash Goodwill Net Current Assets Capital Employed SHAREHOLDING RELATED Number of Shareholders* Market Price Per Share (₹)** Payout Ratio (%)*** 9,913 69,972 16,912 21.5% 78,596 61,362 25.01 24.95 11,106 89,354 22,600 22.4% 12,823 95,423 24,624 22.0% 14,965 97,021 25,305 22.1% 101,005 111,683 114,719 77,967 86,528 88,922 31.76 31.66 35.25 35.13 36.20 36.12 4,926 4,932 4,937 4,941 284,983 344,886 409,628 468,302 63,816 50,525 1,714 51,592 51,449 1,936 78,913 125,221 54,206 7,931 64,952 15,841 52,239 53,385 62,137 80,793 163,469 187,258 251,048 301,432 54,756 63,422 68,078 101,991 162,663 218,534 272,463 287,030 348,799 396,478 488,538 593,523 213,603 210,471 213,588 227,369 437.15 543.20 628.85 564.25 33% 30% 41% 48% Note: All figures above are based on IFRS Consolidated Financial Statements * 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 ***Payout ratio is computed by diving Payout by profit for the period attributable to equity shareholders. Payout for financial year 2016 is computed by combining the interim dividend, the proposed final dividend (including the dividend distribution tax) and the buyback of 40 million equity shares at a share price of Rs. 625 each for an aggregate amount of Rs. 25,000 million @ Revenue is aggregate revenue for the purpose of segment reporting including the impact of exchange rate fluctuations 8 Annual Report 2015-16 KEY METRICS Revenue IT Services ($ Million) % % 3.7 3.7 7,346 7,082 % % 7.0 7.0 6,618 USD Revenue Growth - IT Services (Constant Currency)1 8.7% 7 7 b p s 7.9% (10 7 bps) 7.6% 9.0% 8.5% 8.0% 7.5% 7.0% 6.5% 6.0% 5.5% 5.0% Total Revenue (` Million)@ 9 . 1 % 473,182 516,307 8 . 1 % 437,682 FY 2014 FY 2015 FY 2016 550,000 500,000 450,000 400,000 350,000 300,000 250,000 200,000 150,000 FY 2014 FY 2015 FY 2016 FY 2014 FY 2015 FY 2016 IT Services Operating Margin Profit Before Interest And Taxes (` Million) Profit After Tax (` Million)2 (43 bps) (43 bps) 22.6% (172 bps) (172 bps) 22.2% 20.5% 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 6 . 8 % 6 . 8 % 89,354 1 . 7 % 95,423 97,021 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 2 . 8 % 86,528 88,922 . 0 % 1 1 77,967 FY 2014 FY 2015 FY 2016 FY 2014 FY 2015 FY 2016 FY 2014 FY 2015 FY 2016 Operating Cash Flow (` Million) Gross Cash ( ` Million)3 Payout Ratio4 0 . 8 % 78,262 78,873 1 5 . 3 % 67,897 301,432 2 0 . 1 % 251,048 4 .1 % 3 187,258 360,000 320,000 280,000 240,000 200,000 160,000 120,000 80,000 40,000 s p 7 0 0 b 48% 41% s p 0 b 1 1 0 30% 50% 40% 30% 20% 10% FY 2014 FY 2015 FY 2016 FY 2014 FY 2015 FY 2016 FY 2014 FY 2015 FY 2016 Market Capitalization (` Billion)# Workforce Patents (Including Pending Applications) 6 % 1 1,553 (10)% (10)% 1,340 1,394 % 9.3 158,217 % 8 . 3 146,053 175,000 170,000 165,000 160,000 155,000 150,000 145,000 140,000 135,000 172,912 1200 900 600 300 0 1,085 % 8 8 3 % 7 578 334 FY 2014 FY 2015 FY 2016 FY 2014 FY 2015 FY 2016 FY 2014 FY 2015 FY 2016 7,400 7,200 7,000 6,800 6,600 6,400 6,200 6,000 5,800 28.0% 26.0% 24.0% 22.0% 20.0% 18.0% 16.0% 14.0% 12.0% 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 1800 1600 1400 1200 1000 800 600 400 200 Note: All figures above are based on IFRS Consolidated Financial Statements 1) IT Services revenue for a given fiscal is re-computed based on the average rates realized in previous fiscal to arrive at IT Services revenues in constant currency 2) Profit After Tax refers to profit for the period attributable to equity holders of the company 3) 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 4) Payout ratio is computed by diving Payout by profit for the period attributable to equity shareholders. Payout for financial year 2016 is computed by combining the interim dividend, the proposed final dividend (including the dividend distribution tax) and the buyback of 40 million equity shares at a share price of Rs. 625 each for an aggregate amount of Rs. 25,000 million @ 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 Wipro Limited 9 CHAIRMAN’S LETTER TO THE STAKEHOLDERS Dear Stakeholders, The global economy continued to recover, albeit at a lower trajectory affecting prospects unevenly across regions. The sharp drop in oil prices in 2014-15 sustained through 2015-16, affecting the energy economy. US saw an improving labor market and started the journey of rate hikes. Continental Europe shows mixed trends even as many emerging market economies such as Brazil are under economic recession. China’s economy, in the midst of a structural adjustment, is a concern. India continued to be a bright spot in the global economy with the economy growing by 7.6%. Overall, the outlook is stable for economies that form key markets for Wipro. In 2015-16, Gross Revenues of the Company crossed the landmark of Rs. 50,000 crores and grew by 9% YoY. Net Income for the year grew by 3% YoY to Rs 8,892 crores. Over the past five years, our organization continued to transform into a next generation technology and consulting company, with defining differentiators in the market. We have built a stronger customer facing organization, increased our presence and wins in large deals, developed effective capability enhancement programs for employees and been at the forefront of technology changes. TK Kurien (TK), who led our Company as the CEO till January 31, 2016 has been appointed Executive Vice Chairman, effective February 1, 2016. TK will focus on key strategic initiatives while also providing continuity on client relationships without disruption. We announced the appointment of Abidali Neemuchwala as Chief Executive Officer and Member of the Board of Wipro Limited effective February 1, 2016. Abid joined Wipro as Group President & Chief Operating Officer on April 1, 2015. In a short span of time, he has established himself as a tall leader and won the respect and acceptance of the leadership team. His track record with customers, passion for excellence and rigor in execution makes him uniquely positioned to lead Wipro through the next phase of growth. The leadership structure is in place and this has been one of the smoothest transitions we have had in a CEO transition. Both Abid and TK are working closely to build on the solid foundation we have developed to drive superior growth and profitability. We are seeing pervasive change all around us. Consumer expectations and experiences, business models, consumptions models and at times, entire industries are getting fundamentally transformed. Digital is pervading all our lives. Experiences delivered on Digital technology not just by humans but also machines 10 Annual Report 2015-16 quality STEM education at the K-12 levels in US schools. The program is currently running in Chicago, New Jersey, New York and Boston. The program works in close collaboration in over 20 school districts wherein 250-350 teachers go through a 2 year fellowship with intense support to develop their capacities to be better teachers and change leaders. The current commitment of Wipro to these programs is about USD 8 million. Wipro Cares engages with our proximate communities on the issues of Education for the Underprivileged, Primary Health-Care and Environment. Wipro Cares also works on long-term rehabilitation of affected communities after natural disasters. Wipro Cares encourages employees participation by contributing their time as well as donations. Wipro makes a matching contribution to the donations. As corporations continue to play their role of driving responsible, sustainable businesses, I firmly believe that owners of corporates are trustees of wealth, which needs to be used for furthering social causes. As I have mentioned before, 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 University and our grant making arm, Azim Premji Philanthropic Initiatives. As a result of this, the excellence in business performance at Wipro would translate into value creation for shareholders, a substantial portion of which would be towards social causes. In 2015-16, Wipro achieved the milestone of its 70th anniversary and moved into its 71st year. At this juncture, I am grateful to all stakeholders- customers, employees, suppliers, partners and investors – for their continuing support to Wipro. Very Sincerely, Azim Premji is increasingly commonplace. At Wipro, the concept of a Digital business is founded on three principles: it is experience-led, runs at high velocity, is of global scale and leverages the use of robotics. This definition of a Digital business requires new business models, new ways of working and integrated capability across strategy, design and technology. We invested in significantly up-skilling our employees in Digital technologies to be able to service this demand. We are also focused on increasing the diversity and globalization of our workforce. Today, our workforce comprises employees from 100+ nationalities. 32% of our employees are women. We have more than 31,000 employees outside India, out of which 42% are locally hired. We are investing in building multiple innovation and delivery centers across the globe. We have always strived to enhance stakeholder value for investors. The Company’s philosophy is to provide regular, stable and consistent payouts. In line with this philosophy, we announced a share buyback through a tender offer amounting to Rs 25,000 million in addition to dividends of Rs.6 per share. For the year 2015-16, dividends declared and proposed, combined with the buyback amount will enhance the payout ratio to 48% from 41% for the year 2014-15. Just as financial capital is important for a firm, so is human capital, natural capital, social and relationship capital. In this year’s Annual Report, we have articulated the overall performance of the Company across these forms of capital stock. At the core of this articulation is the integration of social and environment parameters within the management discussion and analysis, in addition to financial performance. We continue to run very effective programs related to community and education domains. Wipro Applying Thought in Schools is Wipro’s social initiative in school education that aims to build capacities for systemic reform in India and has been running for over 15 years. Wipro-earthian is Wipro’s Sustainability Education Program which seeks to support and drive sustainability thinking and action through the learning process in school and colleges across India. The program completed 5 years in 2015 and we achieved wide geographical representation in 21 states, 45 districts and increased our reach to 2,000 schools, 1,500 colleges and 2,200 teachers. We started the Wipro Science Education Fellowship (SEF) in the US in 2013. The key focus is to facilitate high Wipro Limited 11 VICE-CHAIRMAN’S LETTER TO THE STAKEHOLDERS Dear Stakeholders, Last year was a momentous year for the technology industry. The discontinuities, which I have been talking about in my previous interactions, is fast approaching. Across the board, industries will undergo a fundamental transformation that will not only create new markets, but also give rise to new competitors who will operate with a belief that traditional boundaries do not apply to them. Enterprises that have used the web as just another sales channel are now going to find that new-age enterprises leverage simplicity and the power of technology to reach the customer directly - with more customized offerings and delivery channels, at lower costs and often in units of one. Concepts of mass marketing and scale that have driven enterprises for over 200 years, are now being challenged. To respond to this challenge, enterprises have to transform not just their Sales and Supply chain channels but also create the culture to access the larger ecosystem seamlessly. Likewise, organizations need to build capability to harness the power of ideas from not just within, but from anywhere in the world. The other critical change for organizations is that technology is no longer a support function that can be handed over to a Chief Technology Officer - it is front and center of all that is going to happen. In a way, the power to harness technology to deliver dramatic impact is increasingly becoming a critical skill across functions and levels. It is sometimes easy to get fascinated or scared by these changes. Building perspective over a longer time frame, enables us to better understand the current dynamic and define steps that technology companies like us need to take, to remain relevant. Information Technology, in its early days, used to be a mechanism for processing data efficiently at large scale and was used as a system of record. Over time, this led to improved process orchestration with seamless flow of information to drive back-office enterprise applications, ultimately leading to the internet being central to consumer engagement. Technology capability has changed further with new paradigms - end-to-end digitization, cloud-based delivery, actionable insights from Artificial Intelligence (AI), and lastly mobility becoming central to user-engagement. Going forward, business success will be increasingly driven by creative integration of these capabilities across processes. As an instance, the industry will see the growing rise of robots that will slowly integrate into the traditional workforce. Traditional manufacturing is now already feeling the impact of additive manufacturing. In adjacent areas of the value chain, supply chains are getting disrupted by drones and service management by virtual reality. 12 Annual Report 2015-16 remain steadfast to our core values that we have observed over the last 70 years - customer centricity, employee sensitivity, integrity and sustainable development. I feel very confident that Wipro is well placed for its next phase of growth, with Abid at the helm. He has demonstrated a deep understanding of technology, business vision, and an innate ability to bring people together for a common purpose. Let me close by thanking all of you for your support when I was the CEO. In my new role as Vice-Chairman, I am excited to enable Abid achieve the goals he has articulated for the company. I look forward to your continued support as we embark with renewed zeal on our journey. Very Sincerely, T K Kurien Given this context, technology decisions are being increasingly made by business users leading to a new set of expectations and purchase constructs. We see many enterprises working around developing an optimal operating model to address this - to balance the efficiency from a traditional IT division with the innovation opportunity arising from a deeper business linkage. These disruptions demand Technology Consulting organizations like ours to execute along two key themes- • • Engage closely with business users for new business models that makes them more successful Relook operations in traditional delivery to improve efficiency & drive out cost on an accelerated basis It will also be critical to help our customers through the cultural and organizational change that these new business models bring. We believe that to deliver sustainable impact to our customers, we will need to build deeper competency in selected business processes - leveraging a combination of process knowledge, AI and automation. Given the complexity of skills required to achieve a holistic view, we have merged Consulting with Digital practice. We are now focused around building algorithmic capability and hyper-automation to significantly reduce cycle time for delivery, improve quality and reduce cost. We have invested in developing targeted use cases leveraging AI - our cognitive intelligence platform Holmes has been deployed in over 18 customer engagements. Additionally, we have made targeted acquisitions to deepen customer presence and acquire capability in high growth areas including platform-based services, Big Data, Cyber Security and Internet of Things. On the people front, we are driving significant retraining efforts to ensure that our workforce skills are in line with new business expectations. Our organizational structure is also undergoing changes as we drive process simplification and reduce the number of layers to allow for greater business agility. These shifts have fundamental implications for Wipro and require that we need to rewire ourselves for this new age. Over the past few decades, we have been successful in identifying waves and benefiting from the disruptions. This inherent DNA gives me the confidence that we will be able to make the right adjustments to thrive in the current disruption. In the midst of this churn, let me reiterate that we will Wipro Limited 13 CEO’S LETTER TO THE STAKEHOLDERS Dear Stakeholders, It is an honor and privilege to be asked to lead Wipro, a company with a rich heritage of technology and innovation that is built on a foundation of ethics and responsibility. I would like to thank our Chairman Azim Premji and the Board of Directors for reposing confidence in me. The Company has benefitted immensely from the leadership of my predecessor, TK Kurien, and I thank him for building a deep leadership bench that I can benefit from coming in, and executing one of the Company’s most seamless leadership transitions. The business world, in the recent past, has seen tremendous technology led business disruptions. One common takeaway is that it is no longer about the product; it is about the experience. An example of this is how online cab aggregators have changed the user experience of a cab ride. The innovations that make these experience happen are disrupting the old order. Winning in the new world thus requires new business models, agile ways of working and a fresh strategy, design and technology vision. It is in the context of this business and technology environment and market opportunity that we have set out our vision, which is: “To earn our Clients’ trust and maximize value of their businesses by providing solutions that integrate deep industry insights, leading technologies and best in class execution”. Our ambition is to achieve $15 billion in revenues with 23% Operating Margins by 2020 in our IT Services business segment. While the ambition is aggressive, it is an aspiration that your company’s leadership believes in. It is making us look at things differently, breaking away from the thinking that constrained us and is yet grounded in reality – because the opportunity for such growth exists in the market. To deliver on this ambition, we have a sound strategy, leveraging our strengths to differentiate in the market and being relevant to our client’s current and future needs. Our strategy is based on two themes – “Modernize the Core” of our clients’ business (Run Strategy) and help our clients’ “Drive the Future” (Change Strategy) of their businesses. Modernize the Core (RUN) - We will continue to drive market share in our core businesses through the following key themes: Integrated domain and technology services and solutions (IT and Ops) across prioritized verticals, service lines and geographies. This is helping us deliver improved productivity and efficiency gains to our clients and in turn, enhance our footprint and wallet share within the client landscape through cross-selling multiple services to provide an integrated solution. We are also investing in innovative business models like BPaaS (business process as a service) that integrates across IT Infrastructure, Application Platforms and Business Operations and provides consumption based pricing to our clients. Simplification of the client technology landscape by elimination of legacy activities and hyper-automation leveraging Wipro’s own IP, our cognitive intelligence platform Wipro HOLMESTM as well as third party IP through our alliances with various automation providers. Over the last 12 months, we have implemented simplification programs and hyper automation across 42 existing clients and are able to significantly differentiate our proposition to new clients. A key enabler to building capability and scale is working with the larger Partner ecosystem viz. M&A, start-ups, alliances, academia and other strategic partnerships. Over the last 12 months, we have established key engagement models with our Partners and our clients are able to see the benefit of such a Partner eco-system enabling us to win and deliver complex system integration and transformation engagements like postal systems, airport maintenance and market utilities within financial services and other industries. Localization is key to respond to the current market demand and socio-economic environment. We are driving higher localization in all key markets. In 2015-16, we enhanced our local presence in Continental Europe through the acquisition of cellent AG. Within US and UK, we are setting up innovation and delivery centers in Atlanta, Dallas, New York, Mountain View, London, Reading and Edinburgh. We continue to localize our workforce in all our key markets through campus and lateral hiring as well as invest in delivery centers in growth markets such as Latin America, Canada, Africa, Middle East, Japan and Australia. Drive the future (CHANGE) - We will drive the CHANGE strategy through the following key themes: We are investing in building digital advisory, design, technology and engineering capabilities with business and IT stakeholders leveraging our investments in Designit and Digital Pods. Earlier this year, we integrated our Consulting practive under our Digital practice. This enables us (1) to engage with the client’s business stakeholders and be in the forefront of shaping tomorrow’s business models. (2) to generate consultative led demand in Digital since selling Digital is fundamentally different from how traditional IT services have historically been sold. Our recent acquisition of strategic design firm Designit, remains at the core of this strategy as this new approach completely changes the way 14 Annual Report 2015-16 we engage with our client stakeholders in transforming their business. A great example of this is the recent wins we have had in key clients in the banking and consumer space where Wipro was named the clients’ Digital partner. Driving IP based Non Linear revenues is another strategic priority and along with investments in AI, Open Stacks and IoT, we will be able to provide our customers with solutions to help transform their business. Wipro HOLMESTM is focused on solving key enterprise business use cases by deploying cognition into IT and Business processes. We have completed pilots and proof of concepts across 18 engagements and received extremely positive feedback on deploying Wipro HOLMESTM. We plan to scale the number of use cases significantly. M&A continues to be a key lever to acquire strategic assets to accelerate execution of our strategy. We announced 4 acquisitions and closed 3 within FY16. These acquisitions have already started showing early signs of success. We invested in acquiring HealthPlan Services, a business with market-leading technology platforms and a fully integrated Business Process as a Service solution to Health Insurance companies globally apart from cellent AG and Designit. Our investments in innovative companies through Wipro Ventures allow us to tap innovation early. We have made 6 such investments with a committed spend of $20 million in the areas of Big Data & Analytics, AI, the IoT and Security. Our H2/H3 programs organically incubate capabilities, solutions and platforms in emerging areas. In FY16, we funded 13 such areas. The key to a successful strategy is disciplined execution. The execution of the strategy is monitored through the strategy and execution office. We have defined various input and outcome markers which are internally published monthly for the leadership to ensure that all aspects of our strategic priorities are being executed with rigor. Finance, HR and People Transformation, M&A and Marketing act as the key enablers for the execution of our strategy. We have identified 23 key client themes on technology and business and named 23 key leaders across the Company to lead these client themes cutting across traditional organizational structure to transform the organization towards the new, while we continue to focus on delivering the current without distraction. The leadership teams are collaboratively working together and are aligning to the concept of One Amazing Wipro where we are able to bring to our clients and employees, the power of the entire organization in a unified way opening tremendous opportunities to bring value. Enterprise transformations of the magnitude your company is undergoing, need intervention programs focused on behavior and new ways of working. Over the past few months, we have launched various initiatives such as Newton’s Cradle, DRIVE, OneVoice, ADROIT, PRISM and TopGear focused at various employee segments across sales, delivery, middle management, bench, technology and domain teams to transform all facets of our workforce to behave as an integrated, responsive, mobile and digital workforce. At the same time, we have simplified more than 75 business processes to empower our employees and increase their productivity. We continue to make investments aligned to our business imperatives to create a One Amazing Wipro that has the speed of a startup. We saw an example of One Amazing Wipro at a time of the Chennai floods which impacted our operations. I want to thank the team in Chennai and also at other locations for their commitment, teamwork and customer orientation during the floods last month. It was heartening to see our teams stretching well beyond the call of duty- especially given that in many cases their own homes and families were significantly impacted. While we focus on customer and revenue growth, I believe that the only way to ensure business success is by making our clients successful. I have spent a lot of time meeting our clients across the globe and personally understanding their strategy, articulating our strategy and getting feedback. I believe that what we are doing is extremely relevant to our clients and our clients are looking to do business with providers with a futuristic outlook like ours. in 2015-16 our net promoter score moved by over 400 basis points to one of the highest in the industry, positioning us as an organization strongly focused on client delivery and delight. Within the first 100 days as CEO, I met over 70 of our top- 100 clients and key alliance partners across the globe. I am very encouraged by the trust and respect your company commands from its clients and partners and the depth of the relationships of our teams with their executives is enormous. Given the depth of the leadership bench that I inherited, within the first few weeks of the announcement of my appointment as CEO, I communicated the new organization structure and installed the leadership that I believe is the right team to take your company forward. Our approach to leadership talent is primarily to source from within the Company, where we have significant talent. We augment this internal talent with external hiring. The philosophy has been to first look inside and provide opportunities to our employees, before we go outside. When we do go outside, the endeavor is to get the best who can hit the ground running. Overall, I am very confident that we have the right strategy, deep leadership bench, a talented and energized employee base, support from our clients and partners. I am fortunate to have a very motivated, capable set of colleagues in my leadership team committed to our values to build a sustainable world class organization and motivated with a sense of purpose – to maximize the value of the 39% of the company that Mr. Premji has irrevocably transferred to the Trust for the larger good of society. I will take this opportunity to thank all our stakeholders for their continued support as we take your company to newer heights in its journey towards excellence. Sincerely, Abidali Z Neemuchwala Wipro Limited 15 BOARD OF DIRECTORS Dr. PATRICK J ENNIS - INDEPENDENT DIRECTOR* ABIDALI Z NEEMUCHWALA - CEO & MEMBER OF THE BOARD T K KURIEN - EXECUTIVE VICE - CHAIRMAN M K SHARMA - INDEPENDENT DIRECTOR WILLIAM ARTHUR OWENS - INDEPENDENT DIRECTOR NARAYANAN VAGHUL - INDEPENDENT DIRECTOR * Appointed to the board effective April 1, 2016 Names listed, from left to right 16 Annual Report 2015-16 AZIM H PREMJI - EXECUTIVE CHAIRMAN IREENA VITTAL - INDEPENDENT DIRECTOR Dr. ASHOK S GANGULY - INDEPENDENT DIRECTOR PATRICK DUPUIS - INDEPENDENT DIRECTOR* RISHAD PREMJI - CHIEF STRATEGY OFFICER & MEMBER OF THE BOARD IN ABSENCE: VYOMESH JOSHI INDEPENDENT DIRECTOR IN ABSENCE: Dr. JAGDISH N SETH INDEPENDENT DIRECTOR Wipro Limited 17 Azim H Premji Chairman Azim H. Premji is the Chairman of the Board and Managing Director (designated as “Executive Chairman”) of Wipro Limited and has been at its helm since the late 1960s, turning what was then a small cooking fat company into a $ 7.7 billion revenue group with businesses in IT, Consulting and Business Process Services with a presence in over 60 countries. Mr. Premji also serves as a director of Wipro Enterprises Pvt. Limited, Wipro GE Health Care Pvt. Ltd., and the Azim Premji Philanthropic Initiatives Pvt. Ltd. (formerly Azim Premji Foundation (I) Pvt. Ltd.) and in other entities of the promoter group. Mr. Premji has established the Azim Premji Foundation, which is focused on improving public school education, working directly in 6 states of India which have over 350,000 schools. The Foundation also runs the not-for-profit Azim Premji University, focused on programs in education and related fields of human development. He has also set up the Azim Premji Philanthropic Initiatives, through which impactful non-profits working in a few chosen fields, including nutrition, support to vulnerable groups and governance, are given multi-year grants. Over the years, Mr. Premji has received numerous honors and accolades, which he considers as recognitions for Team Wipro. Mr. Premji is the first Indian recipient of the Faraday Medal. The Republic of France bestowed upon him the “Legion of Honor” and in January 2011, he was conferred with Padma Vibhushan, the second highest civilian award in India. Mr. Premji has been listed as one of the most influential people in the world by several global publications including Time, Financial Times, Forbes and Fortune. BusinessWeek listed him amongst the top 30 entrepreneurs in world history. Mr. Premji has a graduate degree in Electrical Engineering from Stanford University, USA. 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 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 was a former member of Rajya Sabha, the upper house of Parliament of India (2009-2015). 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 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. Dr. Jagdish N Sheth Independent Director Dr. Jagdish N. Sheth has served as a director on our Board since January 1999 and is also a member of the Strategy Committee. 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 holds a B.Com (Honors) from Madras University, an M.B.A. and a PhD in Behavioral Sciences from the University of Pittsburgh. Dr. Sheth is also the Chairman of Academy of Indian Marketing Professionals. 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. He is also on the boards of two private limited companies and several Section 8 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 the 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 18 Annual Report 2015-16 Enterprise Limited. Mr. Vaghul holds a Bachelor (Honors) degree in Commerce from Madras University. Mr. Vaghul was the recipient of the Padma Bhushan award by the Government of India in 2010. Mr. Vaghul also received the Lifetime Achievement Awards from 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. 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 the 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 the Board 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 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 LLC’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 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. 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 ICICI Bank Limited, United Spirits Limited, Asian Paints Limited and Blue Star Limited. Mr. Sharma is also on the board of the Indian School of Business, Hyderabad and serves as a Governor of Anglo Scottish Education Society Limited, Mumbai. Mr. Sharma is the non-executive Chairman of ICICI Bank Limited and United Spirits Limited. Mr. Sharma is Chairman of Audit Committee of United Spirits Limited and a member of the Audit Committee of Blue Star Limited and Asian Paints Limited. Mr. Sharma is also a member of the Nomination and Remuneration Committee of Asian Paints Limited and ICICI Bank Limited. Mr. Sharma is Chairman of the Risk Management Committee of Asian Paints Ltd. and a member of the Risk Committee of ICICI Bank 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. Wipro Limited 19 T K Kurien Executive Vice-Chairman T. K. Kurien was appointed as the Executive Vice- Chairman of the Company with effect from February 1, 2016. He is also a member of the Administrative and Shareholders/Investors Grievance Committee and Strategy Committee on our Board of Directors. In his five years as the Chief Executive Officer and Executive Director beginning February 2011, Mr. Kurien spearheaded Wipro’s transformation from a traditional IT and BPO company into a next generation technology and consulting firm. In his career spanning over three decades, Mr. Kurien has held several leadership positions encompassing strategic and operational roles. He began his career with Wipro in 2000 and has been instrumental in building and scaling many of Wipro’s successful businesses. A strong votary of women’s rights, Mr. Kurien 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 also 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. Mr. Kurien is a Chartered Accountant by qualification. Vyomesh Joshi Independent Director Vyomesh Joshi became a director of the Company in October 2012. Mr Joshi is the President and CEO of 3D Systems. 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 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. Ireena Vittal Independent Director Ireena Vittal became a director of the Company in October 2013 and she also serves as a member of our Audit, Risk and Compliance Committee and Administrative and Shareholders/Investors Grievance Committee. 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 Titan Industries Limited, Tata Global Beverages Limited, The Indian Hotels Company Limited, Godrej Consumer Products Limited, Compass Plc , Zomato Media Private Limited and on the global advisory board of ideo.org. Ms. Vittal is also a member of Audit Committee of all the aforementioned companies. 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. Rishad Premji Chief Strategy Officer & Executive Director Rishad Premji became a full-time director of the Company in May 2015 and also serves as the Chief Strategy Officer. Previously, Mr. Rishad Premji has served with us in other positions since 2007. Prior to joining Wipro, Mr. Rishad Premji was with Bain & Company in London, working on assignments across Consumer Products, Automobiles, Telecom and Insurance. He also worked with GE Capital in the U.S. across businesses throughout the Insurance and Consumer Lending space and is a graduate of GE’s Financial Management Program. Mr. Rishad Premji is also on the Board of Wipro Enterprises Pvt. Limited, Wipro GE Healthcare Pvt. Limited and Azim Premji Foundation. Mr. Rishad Premji has an M.B.A. from Harvard Business School and a B.A. in Economics from Wesleyan University in the United States. 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. Mr. Rishad Premji is also the son of Mr. Azim Premji, the Chairman of the Board and Managing Director. Abidali Z Neemuchwala Chief Executive Officer & Executive Director Abidali Z. Neemuchwala is the Chief Executive Officer and Executive Director of the Company with effect from February 1, 2016. Previously, he served as Group President and Chief Operating Officer of the Company with effect from April 1, 2015. Mr. Neemuchwala spearheaded several initiatives across Global Infrastructure Services, Business Application Services, Business Process Services, and Analytics to create a more nimble and agile organization. 20 Annual Report 2015-16 Mr. Neemuchwala believes that in today’s digital world, successful organizations are the ones, which have the ability to convert consumers’ aspirations into instant gratification. Reflecting the same he delivered his popular keynote at the Oracle Open World 2015 articulating the new world order, in which customers buy digital experience as-a-service. Mr. Neemuchwala’s career includes a 23 year tenure in Tata Consultancy Services, where he handled multiple roles in business, technology, sales, operations and consulting. In his last role, he headed the Business Process Services (BPS) business. He was awarded the BPO Chief Executive Officer of the year 2010 and in the year 2012 the Shared Services Organization of IPQC recognized him for his personal contribution to the industry. Mr. Neemuchwala has a Masters Degree in Industrial Management from Indian Institute of Technology Mumbai and a Bachelor’s Degree in Electronics and Communication from National Institute of Technology, Raipur. He is also a Certified Software Quality Analyst and a Certified Six Sigma Green Belt. on improving PayPal’s customer experiences, eliminating upstream cost drivers and delivering continuous productivity and re-investment capacity. Mr. Dupuis joined PayPal in 2010 as Chief Financial Officer to help PayPal expand globally and build a sustainable growth company. He was directly involved in PayPal’s separation from eBay Inc. and its listing on the Nasdaq in 2015. Mr. Dupuis was previously the Chief Financial Officer of Sitel, a leader in customer service and BJC HealthCare, one of the largest non-profit health care organizations in the US. In both companies, he was a driver of operational changes in times of significant external pressure. He previously spent 20 years at General Electric Co., where his last two roles were Chief Financial Officer of BJC HealthCare and General Manager of GE Capital International Services (now Genpact Ltd.), two global, complex and fast- growing businesses. Mr. Dupuis serves as a member of our Strategy Committee. Mr. Dupuis graduated from the École de Management de Lyon in France. Dr. Patrick J Ennis Independent Director Dr. Patrick J. Ennis became a director of the company in April 2016. Dr. Ennis has more than 25 years of experience as a scientist, engineer, businessman and venture capitalist. Dr. Ennis serves as a member of our Strategy Committee. He is currently at the Invention Development Fund of Intellectual Ventures where he invests in technology commercialization worldwide via an international open innovation network of thousands of inventors. Previously he was at ARCH Venture Partners where he built startups from universities and national labs. He also held positions with Lucent, AT&T and Bell Labs, and conducted research in Nuclear Physics at labs in North America and Europe. He is an inventor of several patents, has written articles and book chapters and is a frequent invited speaker. Dr. Ennis has served on numerous corporate, educational, and non-profit boards. He earned a PhD and M.S. in Physics from Yale, an M.B.A. from Wharton and a B.S. in Math and Physics from the College of William & Mary where he was elected to Phi Beta Kappa. Patrick Dupuis Independent Director Patrick Dupuis became a director of the company in April 2016. He is Senior Vice President for Simplicity, Quality and Productivity at global technology platform and payments leader, PayPal Holdings, Inc. where his focus is Wipro Limited 21 (Kg of CO2 equiv. per Sq. Mt. per annum) 2015 - 2016 -116 2014 - 2015 - 130 0 80 40 160 120 200 GHG Intensity for offices Energy Consumption REDUCING OUR ECOLOGICAL IMPACT Per employee water consumption 1.295 m3 per month in 2015-16 compared to 1.36 m3 per month in 2014-15 4.8% reduction Butterfly Park at Electronic city campus completed in 2013. Phase 2 – Wetland Park work underway Water Recycling 32% in 2015-16 Started Biodiversity programs at two of our campuses in Pune. Increased native species by nearly 4 times to 242 species. SUSTAINABILITY HIGHLIGHTS A SUSTAINABLE, EMPOWERING WORKPLACE Diversity at Wipro a) 32% Women b) Workforce comprising 100+ nationalities in 55 countries c) 368 employees with disabilities as on March 31, 2016 d) Sign language interpretation for key employee communication. Online portal ‘Kinesics’ for learning sign language e) Networking opportunities to connect at Global Forums - A Wiproite chosen among four others from India to represen at UN’s Global Disability Forum f) 100+ high potential women employees enrolled as mentees in the 4th batch of Women of Wipro (WoW) Mentoring Program RENEWABLE ENERGY 75 Mn units. 23% of our total office space energy consumption 2,088 virtual servers running on 147 physical servers. Energy savings approximately 9 Million units annually (kWh per employee per Sq. Mt. per annum) 2015 - 2016 -189 2014 - 2015 - 196 Energy Intensity 0 40 80 120 160 200 92% of Total Waste from IT India operations recycled or reused. Categorywise goals for organic, inorganic, mixed solid waste and e-waste Sustained use of Yammer as the enterprise social networking platform Over 85,000 users with 7,500 groups. Wipro’s employee assistance and counselling program completes 12 years. Engagement scores in the Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey Employee Perception Survey (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis (EPS) increased by 100 basis points compared to EPS 2013. points compared to EPS 2013. points compared to EPS 2013. points compared to EPS 2013. points compared to EPS 2013. points compared to EPS 2013. points compared to EPS 2013. points compared to EPS 2013. points compared to EPS 2013. points compared to EPS 2013. Employees, contractors and service providers attended trainings on Health & Safety, Safe Transportation, Hospitality, Security, Emergency Response Drills. 160,000 Employees 22 Annual Report 2015-16 Wipro Science Education Fellowship Program in the U.S.A. Launched in Chicago, New York and Boston to improve Science and Math education in schools primarily serving disadvantaged communi- ties. Works with 250-350 teachers across 20 school districts who go through a 2 year fellowship. Seeding Fellowship program launched to support individuals and groups starting organizations working in school Wipro Fest Education Instituted an award for children’s literature in partnership with Goodbooks Trust and The Hindu Lit Continued supporting 16 organizations through programmatic grants, fellowships, conferences and publications BEYOND THE BOUNDARY Increased participation reach to 2,000 schools, 1,500 colleges and 2,200 teachers in 45 districts across 21 states Sustainability quiz was successfully launched at the IIM-A and IIM-B - 227 teams and 681students participated Engagement with 1,300 Institutes from 30 states in India 54 MTLCs (Mission10X Technology Learning centers) operational in 12 states.12 Affiliations including NASSCOM and ISTE and 3 International affiliations ‘Education of children with disability’ projects supports the educational & rehabilitative needs of over 2,500 underprivileged children through 12 projects Health care services reached out to around 30,000 people in nearly 60 villages Access to social benefits to around 2,000 waste workers in Bangalore. Wipro Cares Education program reaches out to more than 64,000 children from disadvantaged communities in 8 cities. R &D Digital, System Integrator (SI) , Consulting, Outsourced R&D, Infrastructure services and Business process services across domains and geographies RECOGNITIONS a. Wipro named as a 2016 World’s Most Ethical Companies by the Ethisphere Institute for the 5th successive year b. Wipro wins ‘NASSCOM Corporate Award for Excellence in Diversity and Inclusion 2016’ c. Wipro Ltd received ‘A’ Rating with a PLATINUM Sustainable Plus Label from CII for 2015, for second consecutive year d. Wipro has been ranked No:1 in the Carbon Disclosure Leadership Index (CDLI), India for the third time in succession. e. Wipro recognized as member of Dow Jones Sustainability Index (DJSI), World for the sixth time in a row. Wipro is also a member of the DJSI Emerging Markets Index. f. Channel NewsAsia, Sustainalytics and CSR Asia, have ranked Wipro 1st among the 100 most sustainable corporations in Asia in the 2015 Channel NewsAsia Sustainability Ranking. g. Wipro selected as a member of the Euronext Vigeo Emerging Market Sustainability Index (the 70 most advanced companies in the Emerging Market Region) h. Wipro was awarded ‘The ICSI National Award for excellence in Corporate Governance’ for 2015 by the Institute of Company Secretaries of India (ICSI) CUSTOMER STEWARDSHIP Wipro Science Education Analytics, Cloud based services, EcoEnergy –Energy Management Solutions, Internet of Things, Mobility, Open Source, Information Management, Enterprise Security Customer satisfaction scores increased by 420 basis points for 2014-15 as compared to the previous year Sustainability assessments front ended by customers: Ecovadis – CSR rating of “Gold” and Verego – “Best in Class” across five areas. RENEWABLE ENERGY 75 Mn units. 23% of our total office space energy consumption 2,088 virtual servers running on 147 physical servers. Energy savings approximately 9 Million units annually (kWh per employee per Sq. Mt. per annum) 2015 - 2016 -189 2014 - 2015 - 196 Energy Intensity 0 40 80 120 160 200 92% of Total Waste from IT India operations recycled or reused. Categorywise goals for organic, inorganic, mixed solid waste and e-waste Sustained use of Yammer as the enterprise social networking platform Over 85,000 users with 7,500 groups. Wipro’s employee assistance and counselling program completes 12 years. Engagement scores in the Employee Perception Survey (EPS) increased by 100 basis points compared to EPS 2013. Employees, contractors and service providers attended trainings on Health & Safety, Safe Transportation, Hospitality, Security, Emergency Response Drills. 160,000 Employees Wipro Science Education Fellowship Program in the U.S.A. in Launched in Chicago, New York and Boston to improve Science and Math education schools primarily serving disadvantaged communi- ties. Works with 250-350 teachers across 20 school districts who go through a 2 year fellowship. Seeding Fellowship program launched to support individuals and groups starting organizations working in school Wipro Education (Kg of CO2 equiv. per Sq. Mt. per annum) 2015 - 2016 -116 2014 - 2015 - 130 0 40 80 120 160 200 GHG Intensity for offices Energy Consumption REDUCING OUR ECOLOGICAL IMPACT Per employee water consumption 1.295 m3 per month in 2015-16 compared to 1.36 m3 per month in 2014-15 4.8% reduction Butterfly Park at Electronic city campus completed in 2013. Phase 2 – Wetland Park work underway Water Recycling 32% in 2015-16 Started Biodiversity programs at two of our campuses in Pune. Increased native species by nearly 4 times to 242 species. A SUSTAINABLE, EMPOWERING WORKPLACE Diversity at Wipro a) 32% Women b) Workforce comprising 100+ nationalities in 55 countries c) 368 employees with disabilities as on March 31, 2016 d) Sign language interpretation for key employee communication. Online portal ‘Kinesics’ for learning sign language e) Networking opportunities to connect at Global Forums - A Wiproite chosen among four others from India to represen at UN’s Global Disability Forum f) 100+ high potential women employees enrolled as mentees in the 4th batch of Women of Wipro (WoW) Mentoring Program RECOGNITIONS a. Wipro named as a 2016 World’s Most Ethical Companies by the Ethisphere Institute for the 5th successive year b. Wipro wins ‘NASSCOM Corporate Award for Excellence in Diversity and Inclusion 2016’ c. Wipro Ltd received ‘A’ Rating with a PLATINUM Sustainable Plus Label from CII for 2015, for second consecutive year d. Wipro has been ranked No:1 in the Carbon Disclosure Leadership Index (CDLI), India for the third time in succession. e. Wipro recognized as member of Dow Jones Sustainability Index (DJSI), World for the sixth time in a row. Wipro is also a member of the DJSI Emerging Markets Index. f. Channel NewsAsia, Sustainalytics and CSR Asia, have ranked Wipro 1st among the 100 most sustainable corporations in Asia in the 2015 Channel NewsAsia Sustainability Ranking. g. Wipro selected as a member of the Euronext Vigeo Emerging Market Sustainability Index (the 70 most advanced companies in the Emerging Market Region) h. Wipro was awarded ‘The ICSI National Award for excellence in Corporate Governance’ for 2015 by the Institute of Company Secretaries of India (ICSI) BEYOND THE BOUNDARY ‘Education of children with disability’ projects supports the educational & rehabilitative needs of over 2,500 underprivileged children through 12 projects Health care services reached out to around 30,000 people in nearly 60 villages CUSTOMER STEWARDSHIP Instituted an award in partnership with Goodbooks Trust and The Hindu Lit Fest for children’s literature Continued supporting 16 organizations through programmatic grants, fellowships, conferences and publications Increased participation reach to 2,000 schools, 1,500 colleges and 2,200 teachers in 45 districts across 21 states Sustainability quiz was successfully launched at the IIM-A and IIM-B - 227 teams and 681students participated Engagement with 1,300 Institutes from 30 states in India 54 MTLCs Learning states.12 Affiliations including NASSCOM and ISTE and 3 International affiliations (Mission10X centers) operational Technology in 12 Wipro Cares Access to social benefits to around 2,000 waste workers in Bangalore. Education program reaches out to more than 64,000 children from disadvantaged communities in 8 cities. R &D Digital, System Integrator (SI) , Consulting, Outsourced R&D, Infrastructure services and Business process services across domains and geographies Wipro Science Education Analytics, Cloud based services, EcoEnergy –Energy Management Solutions, Internet of Things, Mobility, Open Source, Information Management, Enterprise Security satisfaction Customer scores increased by 420 basis points for 2014-15 as compared the previous year to Sustainability assessments front ended by customers: Ecovadis – CSR rating of “Gold” and Verego – “Best in Class” across five areas. Wipro Limited 23 MANAGEMENT DISCUSSION AND ANALYSIS - AN INTEGRATED APPROACH 24 Annual Report 2015-16 Capabilities and efforts of workforce creates intellectual capital INTELLECTUAL CAPITAL Nonlinear revenues create financial value HUMAN CAPITAL EXAMPLES OF INTERRELATIONSHIPS BETWEEN CAPITALS Financial capital enables investment in innovation leading to IP Natural capital (land use, energy and water consumption) in operations and supply chain supports financial value creation Note: : Education and community initiatives are an integral part of social capital with linkages to other capitals. It has a wider mandate and is driven by our values and belief in being a responsible corporate citizen. NATURAL CAPITAL AN INTEGRATED APPROACH is in a complex and ever changing Businesses operate environment. This environment influenced by many macro-economic factors, rapid technology developments, dynamic stakeholder requirements and various context driven environmental and social conditions. Traditionally, corporate annual reports focus on financial performance and statutory requirements. An Integrated Report incorporates financial and non-financial information – governance, environmental and social - in a manner that can help stakeholders understand how a company creates and sustains value over the long-term. This report is an attempt to align to the principles of International Integrated Reporting Framework developed by The International Integrated Reporting Council (IIRC), which is a global coalition of regulators, investors, companies, standard Investment in people through retention, training and development Deployment of skilled workforce for customer projects FINANCIAL CAPITAL Create financial capital through customer satisfaction, new business and retained customers Partners (suppliers, alliances) and investors enable financial capital exchanges SOCIAL & RELATIONSHIP CAPITAL Investing in environmental management programs (Renewables, energy efficiency, water and waste management) Suppliers Customers Investors setters, the accounting profession and NGOs promoting communication about value creation as the next step in the evolution of corporate reporting. The Integrated Reporting (IR) Framework establishes the Guiding Principles and Content Elements that govern the overall content of an integrated report. The Guiding Principles that underpin the preparation of an integrated report and influencing the content of the report are strategic focus and future orientation, connectivity of information, stakeholder and relationships, materiality, completeness, consistency and comparability. The content elements expected of an Integrated Report are organizational overview and external environment, governance, business model, risks and opportunities, strategy and resource allocation, conciseness, reliability Wipro Limited 25 performance, outlook and basis of presentation. The resources and relationships used and affected by an organization collectively referred to as “the capitals” in this Framework form the crux of the report and these capitals are financial capital, manufactured capital, intellectual capital, human capital, social and relationships capital and natural capital. This report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders. The report covers the nine principles of National Voluntary Guidelines from the Ministry of Corporate Affairs - a mapping table is provided at the end of this section. The topics covered in the report were identified through a materiality determination exercise conducted in 2015-16. The methodology followed is detail in our Sustainability Report that can be accessed at http://wiprosustainabilityreport.com/14-15/?q=materiality- determination. Identifying and understanding stakeholders, their priorities and engaging with them is key to materiality determination. At Wipro, stakeholder engagement is an ongoing process and the details are summarized in our Sustainability report. Refer to http://wiprosustainabilityreport com/14-15/?q=wipro-and- its-stakeholders. INDUSTRY OVERVIEW IT Services Fast-evolving technology landscapes, dynamic economic environments and the emergence of digital business has created a need for enterprises to look for a partner to advise, design and execute their technology transformation and support programs. Large multinational enterprises are engaging global IT Services companies who can deliver high quality service on a global scale and at competitive costs. Over the past two decades, with the emergence of the internet and inexpensive connectivity, the global delivery model of service delivery has risen to become the preferred model in sourcing of IT services, business process services and research and development services. In this period, service providers have gained technological expertise, domain competency and delivery capability by either developing organically or by acquiring companies with these competencies. Large multinational enterprises are engaging global IT Services companies to deliver high quality service on a global scale and at competitive costs. Global IT service providers offer a range of end to end software development, digital services, IT business solutions, research and development services, technology infrastructure services, business process services, consulting and related support functions. According to the Strategic Review 2016 of the National Association of Software and Service (“NASSCOM”) (“the NASSCOM Report”) in FY16, IT export revenues, from India grew by 12.3% in constant currency, to an estimated $108 billion. NASSCOM expects FY17 export growth rates to be between 10% and 12%. We believe the IT Services industry has significant growth potential. In the last few years, enterprises around the world are embracing the reality that digital transforms every aspect of business. Experiences, consumers, entire industries, business models and ways of working are all rapidly and fundamentally changing. Recognition of these trends, combined with the realization that enterprises may not be able keep up with this pace of change, has a profound impact on our clients. This requires new business models, new ways of working and integrated capability across strategy, design and technology. According to NASSCOM Perspective 2025: Shaping the Digital Revolution the Indian technology and services industry is on track to reach $200 billion to $225 billion in revenues by 2020, from a base of $143 billion in 2016, and furthermore, to reach revenues of $350 billion by 2025. The digital transformation of businesses provides opportunities for IT Services industry in providing a range of new services. IT Products The key components of the hardware industry are servers, desktop, notebook and tablet computers, storage devices, peripherals, printers and networking equipment. According to the NASSCOM Report, the hardware segment of the IT- Business Process Management (“IT-BPM”) market in India is estimated to be $13 billion in fiscal year 2016 or 25% of the India IT-BPM industry including e-commerce. According to the NASSCOM report, the size of the hardware market in India has been stagnant at $13 billion for the last two years. Emergence of cloud computing technologies is affecting demand for IT products like servers. BUSINESS OVERVIEW We are one of the leading providers of IT services globally. We combine the business knowledge and industry expertise of our domain specialists and the technical knowledge and implementation skills of our delivery team leveraging our products, platforms, partnerships and solutions in our development centers located around the world. We develop and integrate innovative solutions that enable our clients to leverage IT to achieve their business objectives at competitive costs. We use our quality processes and global talent pool to deliver “time to development” advantages, cost savings and productivity improvements. Our IT Services business provides a range of IT and IT-enabled services which include digital strategy advisory, customer centric design, technology consulting, IT consulting, custom 26 Annual Report 2015-16 re-engineering and application design, development, maintenance, systems integration, package implementation, global infrastructure services, analytics services, business process services, research and development and hardware and software design to leading enterprises worldwide. The markets we serve are undergoing rapid changes due to the pace of developments in technology, innovation in business models and changes in the sourcing strategies of clients. Pressures on cost-competitiveness and an uncertain economic environment are causing clients to develop newer business models. On the technology front, digital business has changed the nature of demand for IT services. Development of advanced technologies such as cloud based offerings, big data analytics, mobile applications and the emergence of social media are shifting the point of decision-making on IT sourcing within clients’ organization from the traditional Chief Information Officer to newer stakeholders such as Chief Marketing Officer, Chief Digital Officer, Chief Risk Officer etc. These trends on newer business models, emerging technologies and sourcing patterns provide us with significant growth opportunities. Our IT Products segment provides a range of third-party IT products, which allows us to offer comprehensive IT system integration services. These products include computing, Platforms and Storage, Networking Solutions, Enterprise Information Security, and software products, including databases and operating systems. We have a diverse range of clients, primarily in the India and Middle East markets from small and medium enterprises (“SMEs”) to large enterprises in all major industries. BUSINESS STRATEGY Our vision “To earn our Clients” trust and maximize value of their businesses by providing solutions that integrate deep industry insights, leading technologies and best in class execution”. Our ambition is to achieve $15 billion in revenue with 23% Operating Margins by 2020 in our IT Services business segment. industry segments. increasingly central and core Technology has become to enterprises across In addition, consumerization of IT has led to blurring of boundaries between business needs and technology enablement. This has led to clear separation of priorities and shifting ownership between the Run side and the Change side of our clients’ businesses. Our strategy thus addresses our clients’ Run and Change agenda. The Run Strategy is about Modernizing the Core of our clients’ process and technology landscape i.e. help clients achieve significant efficiencies in their core operations through various levers in all of our core markets. The Change Strategy (i.e., Driving the Future) is focused on helping clients achieve digital transformation enabled by ‘Digital Capabilities’ brought by Wipro and its partner ecosystems. ‘RUN’ STRATEGY - Modernize the Core Integrated Services | Simplification Hyper-Automation | Alliances | Localization 1. Integrated Services Enterprises are looking for the right partner in helping them with business outcomes. Traditionally, IT services have evolved across distinct set of services. In recent times, the expectation from vendors is to solve client’s business problem leveraging domain knowledge and synergistic integration of multiple services. The emergence of ‘As a service’ consumption models is leading to a market demand for delivery of integrated services e.g. BPaaS (Business Process as a Service). We have set up dedicated Integrated Services and Solutions Group (ISSG) with a mandate of integrating end-to-end technology solutions from multiple service lines like Applications, Infrastructure services and Analytics. In integrating services to solve customer’s business problems, the unit will consider reference architectures, selection of tools and platform, cost effectiveness of solution and best practices. An example is the Managed File Transfer as a Service (MFTaaS) platform which is a cloud offering enabling large file transfers in organizations in a secure manner. The MFT platform has transformed B2B (business to business) enterprise file transfers for global customers including Fortune 500 customers. 2. Simplification Enterprises are focused on cost reduction with improved quality of service and reliability, coupled with variable pricing arrangements. Wipro’s approach to achieve enterprise objectives is to deliver simplification of client technology landscape through consolidation, elimination and automation. We are building automation assets covering Application Development and Management services. Our aim is to offer value added solutions through portfolio rationalization, modernization, cloud migration and SaaS / PaaS offerings. We focus on target operating model with capabilities such as Cloud Ready AMS, Crowd Sourced AMS, and Digital Ready AMS towers. 3. Hyper-Automation Our focus is to help clients achieve their ‘Run’ goals through significant cost optimization in operations by deploying cutting edge platforms and technologies that drive Hyper-automation and achieve industrialization of service delivery. Hyper automation is a focused initiative for us to drive, not only the delivery productivity, but also the new way of work as we see Cognitive and Robotic process automation (RPA) drastically changing traditional IT delivery model. In FY 2015- 2016 we have done successful Proof-of-Concept (PoC) in this Wipro Limited 27 area across large clients. In FY 2016-2017 we plan to do large scale roll out across various archetypes, namely infrastructure and application managed services, application development and testing services. We developed Wipro HOLMESTM, a Cognitive AI Platform with a rich set of cognitive computing services based on open source software. It is focused towards solving key enterprise business use cases by injecting cognition into IT and Business processes. Wipro HOLMESTM enables development of various types of AI applications like Intelligent Virtual Agents, Anticipatory and Predictive Systems, Cognitive Process Automation, Visual Computing and Human Computer Interface, Knowledge Processing Systems. The automation platform is backed by the approach to deliver simplification in IT and Operations landscape through consolidation, elimination and automation. 4. Alliances We have a dedicated unit to deepen and widen alliance ecosystems to drive creation of new markets and solutions, expand in key verticals/geographies and drive Go-To-Market (GTM) outcomes. We have classified alliances as follows: • • • Strategic Alliances: Multiple product significant business volume and potential. lines with Growth Alliances: Single practice alliances. Niche Alliances: Niche products with differentiated solutions. 5. Localization Key geographies such as Continental Europe, Canada, Latin America, Africa and Asia-Pacific region are emerging as areas of growth for the IT services industry. We believe that commitment to these geographies is important in growing our business. We are driving a higher localization in all our key markets. In Continental Europe, we enhanced our local presence through acquisition of Cellent AG, an IT Services company serving Germany, Austria and Switzerland. The acquisition has stabilized and the traction is positive. We are enhancing local delivery capability at multiple locations. We are investing dedicated efforts in growth markets like Latin America, Canada and Africa. We expect locals as a percentage of the workforce to increase as we execute on this theme and diversity is a key strategic priority as part of our globalization. We are also taking many local initiatives in engaging with the local industry, universities, community and entering into partnerships with local entities. ‘CHANGE’ STRATEGY - Driving the Future Digital and Advisory | Non-Linearity World class Ecosystem | Invest to lead in the future 6. Digital and Advisory With clients across industries driving adoption of Digital and leading with Digital transformation, expectations from service providers are to partner and enable organizations design, strategize and partner in executing through the transformation process. In addition as Enterprises go ‘Digital’, business stakeholders are playing a key role in influencing and driving technology decisions given the core role of Digital technologies in enabling businesses go Digital. Thus, as clients increasingly transform to become ‘Digital providers’ of products and services, we continue to invest and build capabilities in Digital Strategy, Design, Architecture and Engineering. These capabilities help Business and IT stakeholders achieve Digital goals leveraging the breadth of talent at Wipro across superior data analytics, engineering and design. Our vision of the Digital business across advisory, design and technology is securing mindshare amongst existing and new customers. We believe Consulting capabilities in Business and IT Strategy, Functional and Process Excellence are critical to the Advisory offering in Digital along with design and technology pillars. With this in view, we have aligned our Consulting services with the Digital unit to further boost the capabilities of both units. Our acquisition in the Digital and Strategic Design space, Design it, has integrated well with our digital unit. Harmonizing teams, cultures and capabilities has created differentiated positioning in the market for us. Our clients are beginning to see the benefit of design and engineering working together to deliver remarkable customer experiences at speed and at scale. The joint GTM is securing synergy deal wins for us. For example, the design capability combine d with our technology skills helped us win a large digital engagement with a global bank. In 2015-16, we launched a program to train approximately 10,000 professionals in digital technologies. We are ramping up this capability significantly to cover another 20,000 professionals in 2016-17. Our focus is to build high caliber teams covering high end engineers, top end coders, digital architects, data scientists, digitization consultants, service design experts, specialized digital delivery practitioners, industry focused strategists and solution experts. Keeping in line with this priority, we have launched the Digital Academy to train super specialized engineering talent and are running specific enablement programs to transform customer facing and delivery teams to be ‘Digital’ ready. We opened Digital pods in London and New York to offer enhanced transformation services to global customers. 28 Annual Report 2015-16 7. Non-Linearity Given the need to address business challenges with speed and to differentiate amongst service providers, we continue to drive use of intellectual property to drive non-linearity in our business. We have a significant thrust to drive non-linearity through investments in Intellectual Property in the form of products (like Gallagher, Opus, Healthplan Services (HPS), Promax, platforms (like Wipro HOLMESTM), frameworks and solutions. We have formed a dedicated unit to drive non-linear revenue growth by leveraging IP based products, platforms and solutions as well as through automation and innovative commercial constructs and delivery models. Wipro HOLMESTM continues to receive strong adoption with 18 engagements across diverse industry segments. During the year ended March 31, 2016, we successfully completed a pilot engagement in deploying and implementing an eKYC Wipro HOLMESTM solution in a Wall Street Bank. We have filed for a number of patents on Wipro HOLMESTM and initiated two new research programs in collaboration with leading universities. Overall during FY 2015-2016 we filed for 514 patents and we now own over 1,085 patents (including patent applications) in nine jurisdictions. 8. World class Ecosystem Given the pace and scale of disruption in the technology landscape, it is imperative to have a proactive and structured approach to work with the innovation ecosystem. Our ecosystem strategy is defined around building and nurturing four types of ecosystem plays through Start-ups, M&A, Consulting partnerships and academia partnerships. Start-up partnerships As part of a start-up engagement model, we have invested in building a world class ecosystem through a US$ 100 million corporate venture capital fund, Wipro Ventures, aimed at investing in cutting edge start-ups in areas such as Digital, Internet of Things (IoT), Big data, Open source, Cybersecurity and Artificial Intelligence (AI). In 2015-16, Wipro Ventures has seen strong traction and scale. We have made 6 investments with a cumulative spend of US$ 15 million and a further committed spend of US$ 5 million in FY16 in start-ups working in Big Data and Analytics, Artificial Intelligence, the Internet of Things, Mobility, Cloud Infra, Fintech and Security – technologies that are reshaping the future of enterprises. M&A Acquisitions are key enablers in building capability in industry domain, emerging technology areas, Digital and increasing market footprint in newer markets. We focus on opportunities where we can further develop our domain expertise, specific skill sets and our Global Delivery Model to maximize service and product enhancements and higher margins. We also use our acquisition program to increase our presence in select geographies, increase our footprint in certain large customers and pursue select business opportunities. Key acquisitions consummated during the year ended March 31, 2016 are Designit, Cellent and HPS. Designit is a global strategic design firm, helping businesses tap into the opportunities in the digital age by turning technology into meaningful experiences. With an international team of designers, strategists, and technologists across nine offices in Denmark, Germany, Spain, Norway, Sweden, Israel, Japan and Brazil, Designit uses a strategic Design Process to design unified product-service experiences that bring end-user value, business value and business transformation. This acquisition will complement the capabilities of an established design leader with Wipro’s engineering heritage and bring compelling value to the clients. Designit’s expertise in experience-driven design complements Wipro Digital’s capabilities in technology, digital strategy, design, and digital architecture. Together, the two organizations become a comprehensive and scalable global digital transformation partner to improve customer experience while radically digitizing business operations. Cellent is a leading IT consulting and software services company offering holistic innovative IT solutions and services in the DACH region of Germany, Austria and Switzerland. HPS offers market-leading technology platforms and a fully integrated Business Process as a Service (BPaaS) solution to Healthcare Insurance companies (Payers) in the individual, group and ancillary markets. The acquisition would be closely aligned with Wipro’s key levers for growth, which is, to dominate the services market through platform led or BPaaS offerings. Wipro would gain the competitive, early mover advantage in the high growth public and private exchange space for individual, group and ancillary markets. This would also strengthen Wipro’s Payer portfolio with access to HPS’s Payer clientele. During the year ended March 31, 2016, we also announced our intent to acquire the Viteos Group. Viteos Group service portfolio includes shadow-accounting services, middle and back-office outsourcing services. This acquisition will expand Wipro’s capital markets portfolio in fund accounting services and enhance Wipro’s Business Process Services capabilities. Consulting partnerships Clients are seeking to work with partners who can answer strategic questions and execute on the mandate. We are exploring key partnerships in areas such as Digital that can complement our strong capabilities in design, engineering and technology. Academia partnerships The objective of academia partnerships is to drive a research oriented/futuristic technology research and capability build aligned to academia objectives. Our focus is to work with academia in United States, Europe, Israel and India in the fields Wipro Limited 29 of computer and electrical engineering. There are three models of engagement, project, program and joint research. We have current partnerships with universities and industry associations and our endeavor is to expand these partnerships in the defined areas aligned to our strategic areas of interest. 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 increase their expertise beyond their industry peers. 9. Invest to lead in the future Given that the disruption in technology is resulting in newer opportunities in the areas of Internet of Everything (“IoE”), Software Defined, Cybersecurity, Open stacks and AI, we continue to invest in emerging technologies. IoE • We have a dedicated unit in place to address the IoE opportunity by delivering platforms, framework and solutions based on use cases across industries such as Manufacturing, Retail, Utilities and Healthcare segments (e.g., Heavy Equipment Asset Tracking). Software Defined • We have significantly invested in building a center of excellence to showcase our capabilities in SDX (Software Defined Everything). There is a significant focus to enhance skill sets across Software Defined Storage, Software Defined Network, Software Defined Data center and Cloud. Cybersecurity • Given the rise of connected devices and transition to cloud, the impact of threats will continue to increase since threat attack area is increasing beyond the enterprise. We have invested in building deep capability to secure our customers’ assets and IT estate from cyber threats. Open Source • We are leveraging the open source ecosystem to drive thought leadership through community and industry partnerships. We have a dedicated open source council set up to drive collaboration and seamless execution of open source services (e.g., Open Datacenter, Open Apps and Open Network) and solutions across service lines. To enable effective implementation of the Run and Change strategies, we are making focused investments in brand building, creating the right organization structure, processes, technology, people and driving significant sales transformation through a number of focused programs. 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 BUSINESS MODEL Business segment overview Our business comprises of the IT Services and IT Products segments. To align ourselves with industry trends, we elected to start providing our IT Services segment revenue and results by industry verticals beginning with the year ended March 31, 2014. Our industry verticals are subject to change and may vary depending on industry trends. Please see Note 29 of the Notes to Consolidated Financial Statements for additional information regarding our segments and IT Services verticals. IT SERVICES Offerings We are a leading provider of IT services to enterprises across the globe. We provide a range of services which include digital strategy advisory, customer centric design, technology consulting, custom application design, development, re- engineering and maintenance, systems integration, package implementation, global infrastructure services, business process services, cloud, mobility and analytics services, research and development and hardware and software design. We offer these services globally leveraging our products, platforms and solutions through a team of over 170,000 employees using our Global Delivery Model. Our key service offerings are outlined below: • Digital: At Wipro Digital, the digital arm of Wipro, we dream, design and build people-centered and human-shaped experiences for a digital world. We are an innovation-led, digital transformation partner. We focus on the insights, the interactions, the integrations, and innovations that matter 30 Annual Report 2015-16 • • • for brands, businesses and their customers. Combining the expertise of our acquired design firm, Designit® and our Buildit™ engineering and continuous delivery group, we bring strategic design and strategic tech to help reimagine product-service experiences around the customer. Our multi-disciplinary, purpose-built team includes experts in digital and marketing strategy, service design, user interaction, technology and agile development and more. Our extensive experience solving complex business, marketing, and technology problems in industries including finance, manufacturing, media and telecommunications, retail, consumer goods, transportation, government, health and life sciences, and energy brings unrivalled capability, scale, agility and acceleration to client engagements. To learn more, visit http://wiprodigital.com. Wipro Consulting Services consults and leads organizational and business process transformation to improve performance, increase effectiveness, reduce costs and improve resilience. We introduce leading edge practices and offer business advisory, business and functional transformation, IT consulting and risk and compliance services to many of the world’s leading organizations, governments and institutions. To learn more, visit http:// wipro.com/services/consulting. Application Services: We offer integrated business solutions that span across enterprise applications and digital transformation to security and testing. We offer services designed to help customers integrate digital technologies and remain agile. While also keeping their business efficient and secure. Our service offerings include: • Oracle Application Services: We deliver end-to-end services across the entire Oracle product spectrum including E-Business suite, Oracle Cloud Applications (HCM, CRM, ERP) and Engineered Systems. • SAP Application Services: Our expertise spans the entire SAP product spectrum including SAP HANA, SAP Cloud Applications (SF, Ariba) Hybris, BW on HANA, and Mobility solutions. • • 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. • Cloud Application Services: We drive solutions and services for key front-office and back-office enterprise processes (HCM, CRM, ERP) by leveraging best-of-breed SaaS solution stacks and ecosystem partners. We have extensive experience in advisory, implementation, rollout, migration and application support. • • • • 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, which are called ’Smarter Applications’, accelerate adoption of next generation architectures. Enterprise Security Solutions: We help enterprises to enhance security strategy and information security posture and enable compliance programs by innovative security platforms like Risk Intelligence Center, Data Governance Center, Security Intelligence Center, Security Assurance Center and Security Management Center. Testing Services: We deliver functional assurance, better quality and enhanced performance with our offerings like risk-based testing, cloud testing, business assurance, ready to deploy tools such as model based testing and test lifecycle automation and industry point solutions such as Digital Assurance platform. To learn more access http://www.wipro.com/ applications/ Ser vice Transformation Group: The Ser vice Transformation Group is instrumental in evaluating the market trends and identifying and incubating the next generation technologies which can help customers to transform their business and technology landscape in next 1-3 years. The group specializes in technologies like Open Source, Google Enterprise Technologies, Amazon Web Services, Apple technologies, Agile and DevOps, Blockchain and SaaS/PaaS based innovative platforms like Treasury Decision and Analytics, Next Generation Customer Experience, Mobile Payments etc. by deeply engaging with customers, co-innovating with partners and collaborating with the industry ecosystem. Global Infrastructure Services (“GIS”): GIS is an end-to-end IT infrastructure and management service provider that helps global clients in their digital evolution. From Business Advisory, Cloud Migration, Data Center Transformation, Workplace Transformation, Networks, Managed Services to System Integration – our infrastructure services and solutions suite covers it all. This unit has a global team of over 32,000 infrastructure consultants. It has a culture of innovation and a startup mindset, and is backed by a strong network of strategic technology partners, integrated ServiceNXT™ operation centers, 14 data centers as well as Wipro’s homegrown automation platform Wipro HOLMES™. To learn more access http://www.wipro.com/infrastructure- services/ • Product Engineering Services Group (“PES”): PES facilitates breakthrough product and engineering services Wipro Limited 31 transformations across all major industry verticals. Our specialized team of over 10,000 professionals combined with in-house innovation labs deliver end to end Engineering R&D services ranging from product strategy and proof of concept to product development, testing and compliance and outsourced manufacturing. Over the years, PES has revolutionized 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. In our bid to make the world a connected and smarter place, the group is making significant developments in new age technology paradigms such as the Internet of Things, Cloud platforms, 3D Printing, Virtualization, Smart devices and Artificial Intelligence. To learn more access http://www.wipro.com/product- engineering/ • Analytics: At Analytics, the spectrum of offerings cover the entire length of the Data-Information-Insight Supply Chain including artificial intelligence, machine learning, advanced analytics, data and information management and big data platforms. We focus on developing end-to- end analytics and information strategies for businesses by using our advanced analytics capabilities that leverage our pre-built industry and process specific solutions. The service offerings include: • • Data Platform Engineering: Data Platform Engineering services focuses on delivering accelerated platform development catering to the areas of Internet Scale Application, Big Data Platforms, Next Generation Infrastructure 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 delivers products such as the Big Data as a Service to drive non-linear revenues and Hybrid Cloud Integrations and Engineering services with Digital Services Hub. • Big Data Analytics: The Big Data Analytics practice creates and delivers analytical platforms and solutions which help organizations make forward looking decisions in real-time or near-real time. To learn more access http://www.wipro.com/big-data/ • Information Management: The Information Management practice is dedicated towards developing and enabling robust information strategies for enterprises with capabilities that cut across lifecycle and usage of data. To learn more access http://www. wipro.com/information-management/ • Business Intelligence: The Business Intelligence (“BI”) practice is focused on helping businesses unleash the value from their data and provide timely, contextual and relevant actionable insights rendered through rich and interactive visualizations. Powered by accelerators, metadata extractors and visualization frameworks the BI tools offered by Analytics help decision makers make informed decisions, identify new business opportunities and create sustainable competitive advantage. Joint go-to-market partnerships with leading vendors in the space have helped the practice in building competency and innovation to develop intellectual property like Snipe and DNAi that directly address common business obstacles. To learn more access http://www.wipro.com/analytics/solutions/ wipro-snipe-bi-transformation-solution/ • Database: The Database practice focusses on enriching Analytics’ competency in IT architecture and consulting. Offerings from the practice include Database Architecture and Consulting, Database Migration Services, Performance Engineering and Data Modelling. Business Process Services (“BPS”): BPS is a global leader in providing next generation technology-led business process services to global enterprises. We offer powerful business intelligence and reporting capabilities which help in improving business visibility and allow business leaders to react quickly to evolving business needs. Wipro BPS is harnessing the power of new and emerging technologies to create breakthrough applications and solutions. Our key non-intrusive industry agnostic technology differentiators: • Enterprise Transformation: A suite of comprehensive solutions suites that delivers standardized service, touching all engagements of a customer lifecycle through simplification, automation, intelligence and immersive experience, supported by a cross trained team of 100+ consultants, our proprietary solutions, platforms and alliance with leading solution providers for automation solutions. • Base)))™: Wipro’s Business Operations platform comes with business and operations analytics, pre-built process libraries, business design and process management components to manage today’s business operations. To learn more access http://www.wipro.com/business-process/platform/ base-platform/base-prism/ • Next Gen Customer Experience (NGCE): NGCE collates structured and unstructured data to present a 360° view of the customer and helps deliver a superior customer experience. It provides actionable recommendations in real-time to empower your customer service team to deliver best-in-class customer experience on every interaction. 32 Annual Report 2015-16 • Robotics Process Automation (RPA): RPA serves the next-generation BPS which delivers beyond labor arbitrage to improve processes and accuracy by eliminating human error and optimizing cost. To learn more access http://www.wipro.com/business- process/services/robotic-process-automation/ • BPaaS: Wipro remains committed to deliver best of technology led services to its customers. Wipro’s Business-Process-as-a-Service (BPaaS) delivery model allows standardized, yet highly configurable processes for quick deployment and use. To learn more access http://www.wipro.com/bps/ INDUSTRY VERTICALS For the year ended March 31, 2016, 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”), 1. 2. Healthcare and Life Sciences (“HLS”), 3. 4. 5. Manufacturing (“MFG”) and 6. Global Media and Telecom (GMT). Retail, Consumer, Transport and Government (“RCTG”), Energy, Natural Resources and Utilities (“ENU”), Effective April 1, 2016, in order to provide strategic focus and draw synergistic advantages among our sales, marketing and business development teams, we realigned our industry verticals. The Communication Service Provider business unit was regrouped from the former GMT industry vertical into a new industry vertical named “Communications”. The Media business unit from the former GMT industry vertical has been realigned with the former RCTG industry vertical which has been renamed as “Consumer Business Unit” industry vertical. Further, the Network Equipment Provider business unit of the former GMT industry vertical has been realigned with the Manufacturing industry vertical to form the “Manufacturing and Technology” industry vertical. The revised industry verticals are as follows: Banking, Financial Services and Insurance (“BFSI”) 1. 2. Healthcare and Life Sciences (“HLS”) Consumer Business Unit (“CBU”) 3. 4. Energy, Natural Resources and Utilities (“ENU”) 5. Manufacturing and Technology (“MFG & Tech”) 6. Communications (“Communications”) Our IT Services business is organized into six industry verticals: • Banking, Financial Services and Insurance (“BFSI”): BFSI is our largest business unit in terms of revenue, and includes clients in banking, insurance, and securities and 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 to our insurance • • clients who are part of Fortune 100 insurance companies through our solutions 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. To learn more, access http://www.wipro.com/banking , http://www.wipro.com/insurance, http://www.wipro.com/ securities-capital-markets Healthcare and Life Sciences (“HLS”): At HLS, it is our ambition to change the face of modern healthcare by building a patient centric interconnected health ecosystem across payers, providers, e-health and government funded programs, bio-pharmaceutical and medical devices. Our integrated portfolio of solutions, platforms and services in applications, infrastructure and business process outsourcing enables our clients to enhance engagement with their end customers – the patients and providers by reimagining and redesigning experiences across channels of consumption in this digitized world. We enable our clients to provide accessible, affordable, accountable care through automation and smart IT; and revitalize innovation for therapeutic areas through cognitive support and product engineering while staying compliant, reducing risk and maintaining quality. To learn more, access http://www.wipro.com/healthcare , http://www.wipro.com/pharmaceutical-and-life-sciences , http://www.wipro.com/medical-devices Consumer Business Unit (“CBU”): Our Consumer Business Unit offers a full array of innovative solutions and services to cater to the entire value chain, where the consumer is at the core, through unique blend of domain knowledge, technology expertise and delivery excellence. We provide strong consumer-centric insight and project execution skills across retail, consumer goods, media, travel and public sector. Wipro’s CBU encompasses the following sectors: • Retail: Wipro’s Retail practice has deep expertise in the areas of digital transformation, omni- channel and supply chain, merchandizing, store operations, and consumer and retail insights. To learn more access http://www.wipro.com/retail • Consumer Goods: Wipro’s Consumer Goods business works with many of the Top Global brands across Apparel & Fashion, Food & Beverage, Home & Personal Care, Tobacco and Agribusiness. To learn more access http://www.wipro.com/consumer- goods • Media, Entertainment, Publishing Industries: Wipro’s Media Vertical is a global partner for a wide spectrum of Wipro Limited 33 customers ranging across segments namely, Publishing, Education & Information Services, New Media & OTT, Entertainment, Broadcast & Sports and Advertising. To learn more access http://www.wipro.com/media • Travel and Hospitality: This Vertical is a transformation partner to industry leaders across Airlines, Tour Operators, Courier, Logistics, Leisure and Hospitality segments. As an innovative integrated services player, we help clients reimagine customer experiences and deliver them through a unique blend of design and technology. To learn more access http://www.wipro.com/ transportation • Public Sector: Wipro empowers Public Sector organizations across the Globe in their pursuit of progress of their societies through effective use of technology. To learn more access http://www.wipro. com/government Energy, Natural Resources and Utilities (“ENU”): Our Energy, Natural Resources, Utilities and Engineering & Construction (ENU) industry vertical has been collaborating with and serving businesses across the globe for over 15 years. Our deep domain and technology expertise has helped the business become a trusted partner to over 75 leaders in the Oil and Gas, Mining, Water, Natural Gas, Electricity, Engineering and Construction industries spread across North and South America, Europe, Africa, Australia, India, Middle East, New Zealand, Southeast Asia and Turkey. To learn more access http://www.wipro.com/energy Recognized by analysts as a major player in Utilities sector, we provide consulting, engineering, technology and business processes services expertise to the Utilities industry across Generation and Renewables, Transmission and Distribution, Retail, Smart Grid, Energy Trading and Risk Management (ETRM) and Health, Safety, Security and Environment (HSSE). Wipro is a strategic partner for many of the world’s major oil and gas O&G companies. Strategic acquisitions have further strengthened our capabilities and presence in the Energy sector. Our industry-leading Operational Technology and Information Technology Mining solutions focus on capital projects, unlocking the value of exploration data, building collaborative decision environments, addressing health, safety, security and environment issues, and transforming businesses with enterprise solutions. Our Engineering and Construction business has a major presence across sectors such as oil and gas, Mining, Utilities, Airports, Ports, Transportation and Manufacturing. To learn more access http://www.wipro.com/utilities Electronics and Peripherals, Computer Software and Storage, Telecom, Network Equipment Providers, Process Manufacturing and Industrial and General Manufacturing. Our extensive domain expertise helps cater to customer requirements across product design, manufacturing, customer experience and aftersales revenue. Our “Centres of Collaborative Excellence” strive to collaborate with the customers to build industry specific solutions that suit the customers’ requirements. We have enabled creation of intelligent customer interfaces, enhanced and intuitive man-to-machine interactions, better insights through customer and industry analytics, innovation in intelligent and connected devices and customer-facing autonomic services. Customers can maximize their revenue by leveraging our IoT and connected devices solutions on the one hand and optimize their operational expenses by using our smart manufacturing solutions on the other hand. To lear n more, access http://w w w.wipro.com/ manufacturing Communications: For the past two decades, we have offered end to end IT and Engineering services to the communications service providers. The emergence of new technologies such as 4G/LTE, cloud, social networking, and smart phones has changed the way we share and consume information. In order to win in this digital world, Communication Service Providers (CSPs) have shifted their focus from technology infrastructure to value added services and the delivery of a superior customer experience. We assist clients in dealing with the business changes arising from disruptions caused by new technologies, new enterprise and consumer services and shifting regulations. To lear n more, access http://w w w.wipro.com/ communication-service-providers • IT PRODUCTS In order to offer comprehensive IT system integration solutions, we use a combination of hardware products (including servers, computing, storage, networking, security), related software products (including databases and operating systems) and integration services. During FY 2013-14, we ceased manufacturing “Wipro” branded desktops, laptops and servers. We 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 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 solutions. Manufacturing and Technology (“MFG & Tech”): Wipro is a strategic partner offering a portfolio of solutions and services that caters to the entire technology and manufacturing value chain of the customer. We cater to various domains like Aerospace and Defense, Automotive, Consumer We provide our offerings to enterprises in all major industries, primarily in the India and Middle East markets, including government, defense, IT and IT-enabled services, telecommunications, manufacturing, utilities, education and financial services sectors. We have a diverse range of customers, Annual Report 2015-16 • • • 34 none of whom individually account for more than 10% of our overall IT Products segment revenues. We are valued-added resellers of third-party enterprise products through our direct sales force. Our sales teams are organized by industry vertical. Our global customer partners receive support from our corporate marketing team to assist in brand building and other corporate level marketing efforts for various market segments. GOOD GOVERNANCE & MANAGEMENT PRACTICES At Wipro, Corporate Governance is more than just adherence to the Statutory & Regulatory requirements. It is equally about focusing on voluntary practices that underlie the highest levels of transparency & propriety. Our Corporate Governance philosophy is put into practice at Wipro through the following four functional layers, namely, 1 2 3 4 Governance by Shareholders Governance by Board of Directors Audit/Risk and Compliance Committee Board Governance, Nomination and Compensation Committee with the additional responsibility of CSR Strategy Committee Administrative, Shareholders and Investors Grievance Committee (Stakeholders Relationship Committee) Risk Management Code of Conduct Compliance Framework The Ombudsprocess Governance by Sub- Committee of Board of Directors Governance by Management Process 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 the central document on which the Company’s ethics compliance message is disseminated to all employees. Details are covered in the ‘Corporate Governance’ report. In 2015-16, Wipro was awarded ‘The ICSI National Award for excellence in Corporate Governance’ for 2015 by the Institute of Company Secretaries of India (ICSI). The underlying guideline for the Corporate Governance Award is to identify the corporates, that lead in best governance practices. KEY DIMENSIONS OF WIPRO’S CORPORATE GOVERNANCE Independence • Majority of the Board comprised of Independent Directors (7 out of 11 Directors as of March 31, 2016) • Audit, Risk and Compliance Committee, Board Governance, Nomination & Compensation Committee comprise of entirely Independent Directors Accountability • Corporate Internal Audit Function Directly Reports to the Audit Committee • • Ombudsperson reporting to Audit Committee Among First Indian Companies to adopt Sarbanes Oxley Act’s Certification Process in India Transparency • Timely, adequate & equivalent access to information to all stakeholders • • • • • • • Disclosure when Exchanges are closed (both in India and the US)- during non-trading hours Announcement of quarterly audited financial results within 15 minutes of approval by the Board of Directors Early adoption of standards (e.g. AS30/ Hedge Accounting) Early adoption of IFRS Filing with SEC in line with US registrants Quarterly audited accounts with no qualifications Quarterly & annual results sent by email to shareholders Risk Management Risk Management at Wipro is an enterprise wide function backed by a qualified team of specialists with deep industry experience who develop frameworks and methodologies for assessing and mitigating risks. Risk Management Framework The risk landscape in the current business environment is changing dynamically with the dimensions of 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. The framework is based on principles laid out in the four globally recognized standards. Wipro Limited 35 Risk Management Framework 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 Risk Management 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 Major Risks and Mitigation Initiatives Standards referenced for Risk Management Framework a. Orange Book by UK Government Treasury b. COSO; Enterprise Risk Management – Integrated Framework by Treadway Commission c. AS/NS 4360:2004 by AUS/ NZ Standards board d. ISO/FDIS 31000:2009 by ISO Major Risks Information Security & Cyber Security breaches that could result in systemic failures, loss, disclosure of confidential information. Intellectual Property violating or misusing our clients’ intellectual property rights or for breaches of third-party intellectual property rights or confidential information in connection with services to our clients. Data Privacy regulations relating to personal and health information dealt with both by and on behalf of Wipro increases the risk of non- compliance. Regulatory Compliances covering various federal, state, local and foreign laws relating to various aspects of the business operations are complex and non-compliances can result in substantial fines, sanctions etc. Service Delivery risks relating to complex programs providing end-to-end business solutions for our clients. Functional & Operational risks arising out of various operational processes Business Continuity risks arising out of systems failure, natural disasters etc. Mitigation Plan Strong counter measures implemented and programs to continuously monitor the effectiveness of the controls have been implemented. Focus on sustaining controls and continuous improvement of solutions. Elaborate program has been rolled out in the past years to assess and mitigate the risks on account of intellectual property, both customer and Wipro-owned. The program assists in identification, monitoring and creating awareness across the teams. The program has also been enhanced to address risks arising out of access provided to social media & collaboration platforms. Data Privacy programs have been augmented by the creation of a dedicated Data Privacy team with specific emphasis to revalidate all existing frameworks, policies and processes that can be leveraged across by the respective teams, covering all applicable geographies and areas of operations. A program on statutory compliance is in place with the objective to track all applicable regulations, obligation arising out the same and corresponding actions items that requires to be adhered to ensure compliance along with necessary workflows enabled. The program is monitored and regularly reviewed to ensure compliances are in place. Additional programs exist to cover specific regulations relating to immigration, anti- bribery etc. Risk Management framework has been deployed for large value deals to assess solution fitness, credit risks, financial risks, technology risks among other risk factors. Additionally contract compliance programs are in place with regular reviews, early warning systems as well as customer satisfaction surveys to assess the effectiveness of the service delivery and preempt any risks arising from the service delivery. Appropriate risk and control matrix have been designed for all critical business processes and both design and effectiveness is tested under the SOX & Internal Financial Control Programs. A separate function to address Business Continuity Planning has been formed and an enhanced Business Continuity Management System (BCMS) framework aligned to ISO 22301 (latest global industry standard) has been launched. With this rollout, the accounts, service functions and locations will have a comprehensive and integrated view of the BCMS requirements and be able to plan, coordinate and execute the strategies effectively. 36 Annual Report 2015-16 CHENNAI DELUGE With Chennai witnessing its heaviest rainfall in 100 years, the city was completely inundated bringing life to a standstill for a couple of weeks in the month of December 2015. While residents were struggling to stay dry and obtain essential supplies, businesses were also severely impacted. Our campuses (Sholinganallur, Guindy & Mahindra World city) were impacted. Owing to priority on people safety, evacuation was first initiated and facilities were shut-down and Business Continuity Plans were invoked for all critical customer services that were supported from Chennai. Our teams across business units and functions worked in a well co-ordinated manner, demonstrating sense of exigency. Many employees and contractors stretched beyond the call of duty and ensured that the continuity plans were well executed. Customers also understood the situation and reciprocated appropriately. Multiple business continuity arrangements like working environment for employees working on critical projects, special boarding arrangements for over a thousand employees in our campuses, travel arrangement for thousands of employees to our facilities in other cities etc were made to ensure continuity of support to critical applications/processes. Regular updates to customers and employees helped obtain cooperation and support. We express our gratitude to all involved for their dedication & perseverance. It is a success story for us as employees, contractors, vendors, partners and customers went beyond their call of duty to make Wipro a more safe and secure place. While our teams have done a good job in recovering from Chennai deluge, we have taken several proactive steps as an organization to prepare ourselves for similar crisis in future across locations. A separate function to address Business Continuity Planning has been formed and an enhanced Business Continuity Management System (BCMS) framework aligned to ISO 22301 (latest global industry standard) has been launched. With this rollout, the accounts, service functions and locations will have a comprehensive and integrated view of the BCM requirements and be able to plan, coordinate and execute the strategies effectively. Wipro Cares, the community initiatives arm of Wipro, supported the victims of Chennai floods in December 2015 by collaborating with NGOs experienced in disaster relief operations and worked with the local government to help affected communities with particular focus on disadvantaged groups and those living near Wipro campuses. The Ombudsprocess Wipro is committed to the highest standards of openness, probity and accountability. 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. An important aspect of accountability and transparency is a robust mechanism that allows partners, customers, suppliers and other members of the public, to voice concerns in a responsible and effective manner. What this means in concrete terms is that whenever a stakeholder discovers reveals serious malpractice, impropriety, abuse or wrongdoing within the organization then the stakeholder should be able to report without fear of reprisal, anyone can report a concern to the ombudsperson online at www.wiproombuds.com information that were no cases of child labor reported. We have a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. A total of 111 complaints of sexual harassment were raised in the year 2015, of which 107 cases were disposed and appropriate actions were taken in all cases within the statutory timelines. received via In 2015-16, 1,397 complaints were the Ombudsprocess and the action taken cases as of March 31, 2016 was 1,337. Based on self-disclosure data, 68% of these were from employees and the balance were mainly anonymous and from other stakeholders like vendors and customers. The top categories of complaints were people processes (38%) and workplace concerns and harassment (21%). There Wipro Limited 37 CAPITALS AND VALUE CREATION We now introduce, in brief, a short explanation of the capitals, followed by Wipro’s approach to value creation across these capitals. Financial capital is broadly understood as the pool of funds available to an organization. Financial capital also serves as a medium of exchange that can obtain value through conversion into other forms of capital. Intellectual capital is broadly organizational, knowledge-based intangibles, including intellectual property, such as patents, copyrights, software, rights and licences and “organizational capital” such as tacit knowledge, systems, procedures and protocols Human capital is broadly people’s competencies, capabilities and experience, and their motivations to innovate and support the organizations shared goals and values. Social and relationship capital is broadly the institutions and the relationships within and between communities, groups of stakeholders and other networks, and the ability to share information to enhance individual and collective well-being such as customers, investors and suppliers. Natural capital is broadly all renewable and nonrenewable environmental resources and processes that provide goods or services that support the past, current or future prosperity of an organization. It includes air, water, land, minerals, forests, biodiversity and eco-system health. Manufactured capital is broadly seen as human-created, production-oriented equipment and tools. For the IT services business, these are the fixed assets like buildings, IT hardware and telecommunication equipment. The deployment of the capital is adequately represented in financial capital and through impacts to natural capital. Hence this report does not cover manufactured capital separately. VALUE CREATED KEY PERFORMANCE INDICATORS HUMAN CAPITAL SOCIAL & RELATIONSHIP CAPITAL FINANCIAL CAPITAL INTELLECTUAL CAPITAL NATURAL CAPITAL • Talent Engagement and • Revenue generated from • Revenue growth indicator • R&D investment • Environmental spend Development • Diversity & Inclusion metrics • Employee Well-being • Advocacy and Thought existing customers • Customer Net Promoter Score • Education and Community partnerships and investments • Supplier Diversity and Local spend FINANCIAL CAPITAL* Assessment of Key Risks • Global economic crisis: We derive approximately 53% of our IT Services revenue from the Americas (including the United States) and 25% of our IT Services revenue from Europe. If the economy in the Americas or Europe continues to be volatile or conditions in the global financial market deteriorate, pricing for our services may become less attractive and our clients located in these geographies may reduce or postpone their technology spending • Profitability indicator • New start-up investment • Dividend and Payout indicator • Cash generation indicator • No. of patents granted • Energy and emissions performance • Waste management • Water efficiency and recycling • Biodiversity coverage • Environmental Management Systems significantly. Reduction in spending on IT services may lower the demand for our services and negatively affect our revenues and profitability. Our clients are concentrated in certain key industries. Any significant decrease in the growth of any one of these industries, or widespread changes in any such industry, may reduce or alter the demand for our services and adversely affect our revenue and profitability. For instance, the continued softness in global crude oil price has significantly impacted the companies operating in the energy industry, impacting *Financial data referred in this section in INR refers to data from the Consolidated Financial Statements under IFRS. 38 Annual Report 2015-16 • revenue and profitability of our Energy, Natural Resources and Utilities industry vertical. Taxation Risks: Our profits for the period earned from providing services at client premises outside India are subject to tax in the country where we perform the work. Most of our taxes paid in countries other than India can be applied as a credit against our Indian tax liability to the extent that the same income is subject to taxation in India. Currently, we benefit from certain tax incentives under Indian tax laws. These tax incentives include a tax holiday from payment of Indian corporate income taxes for our businesses operating from specially designated Special Economic Zones (“SEZs”). Changes to these incentives and other exemptions we receive due to government policies can impact our financial performance. • Wage Pressure: Our wage costs in emerging markets have historically been significantly lower than wage costs in the developed markets for comparably skilled professionals, and this has been one of our competitive advantages. However, wage increases in emerging markets may prevent us from sustaining this competitive advantage and may negatively affect our profit margins. We may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Unless we are able to continue to increase the efficiency and productivity of our employees over the long term, wage increases may reduce our profit margins. • General Market Risk: 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. Our 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 our earnings and equity to losses. Components of Market Risk Foreign currency risk: A significant portion of our revenue is in U.S. Dollars, United Kingdom Pound Sterling, Euros, Australian Dollars and Canadian Dollars while a large portion of our costs are in Indian Rupees. The exchange rates between the rupee and these currencies have fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the Indian Rupee against these currencies can adversely affect our results of operations. 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. As of March 31, 2016, a Re. 1 increase/decrease in the spot exchange rate of the Indian Rupee with the U.S. Dollar would result in approximately Rs 1,398 million decrease/increase in the fair value of our foreign currency dollar denominated derivative instruments. Interest rate risk: Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. Our investments are primarily in short-term investments, which do not expose us to significant interest rate risk. To manage our net exposure to interest rate risk relating to borrowings, we may enter into interest rate swap agreements, which allows us to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. As of March 31, 2016, substantially all of our borrowings was subject to floating interest rates, which reset at short intervals. If interest rates were to increase by 100 bps from March 31, 2016, additional net annual interest expense on our floating rate borrowing would amount to approximately Rs. 1,102 million. Credit risk: Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, we periodically assess 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, 2015 and 2016, respectively and revenues for the year ended March 31, 2014, 2015 and 2016, respectively. There is no significant concentration of credit risk. Counterparty risk: 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 in India which are at least AA rated by 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. The counterparties are primarily banks and financial institutions and the Company considers the risk of non-performance by the counterparty as non-material. Wipro Limited 39 in Our Hedge Book as on March 31, 2016 stood at USD 2.8 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 foreign exchange differences on debt denominated 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 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 15 in ‘Consolidated Financial Statements under IFRS’ for further details. 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. The Management has laid down internal financial controls to be followed by the Company. We have adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Liquidity risk: Liquidity risk is defined as the risk that we will not be able to settle or meet our obligations on time or at a reasonable price. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As of March 31, 2016, our cash and cash equivalents are held with major banks and financial institutions. Risk Management Procedures treasury department We manage market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. Our corporate 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 foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies. recommends for Foreign Exchange Risk Management Policy and Results We evaluate our foreign exchange rate exposure arising from these transactions and enter into foreign currency derivative instruments to mitigate such exposure. 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, 2015 and 2016 were Rs. 3,637 million and Rs. 3,867 million respectively. We have designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. We have also designated foreign currency borrowings as hedges against respective net investments in foreign operations. 40 Annual Report 2015-16 Consolidated Results for the year 2015-16 Wipro Limited and Subsidiaries Year Ended March 31, (Rupees in millions except otherwise stated) Revenues Cost of revenues 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 (`) 2016 516,307 (356,724) 159,583 (34,097) (28,465) 97,021 88,922 30.9% -6.6% -5.5% 18.8% 36.20 36.12 2015 Year on Year Change 473,182 (321,284) 151,898 (30,625) (25,850) 95,423 86,528 32.1% -6.5% -5.5% 20.2% 35.25 35.13 9.1% 11.0% 5.1% 11.3% 10.1% 1.7% 2.8% -119bps -13bps -5bps -138bps 2.7% 2.8% (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. 469,545 million and Rs. 512,440 million for the years ended March 31, 2015 and 2016, respectively. Please see Note 29 of the ‘Consolidated Financial Statements under IFRS’ for additional details. Revenue: In FY 2015-16 our revenue increased by 9.1%. This was driven primarily by a 10.7% increase in revenue from our IT Services segment and was offset partially by a 12.6% decrease in revenue from our IT Products segment. The increase in IT Services revenues was driven by volume growth in our Healthcare and Life Sciences industry vertical, Retail, Consumer Goods & Transportation industry vertical and Manufacturing & Hitech industry vertical as well as depreciation of the Indian rupee against the U.S. dollar. Profitability: In absolute terms, cost of revenues increased by 11% primarily on account of increases in employee compensation due to impact of rupee depreciation, salary increases, stock compensation awarded, increase in headcount through business during combinations), and increase in subcontracting/technical fees, which was partially offset by reduction in cost of hardware and software. (including the year increase As a result of the foregoing factors, our gross profit as percentage of our total revenue decreased by 119 basis points (bps). Selling and Marketing Expenses: Our selling and marketing expenses as a percentage of total revenue increased marginally from 6.5% for the year ended March 31, 2015 to 6.6% for the year ended March 31, 2016. In absolute terms, selling and marketing expenses increased by 11.3%, primarily on account of increases in employee compensation due to impact of rupee depreciation, salary increases, stock compensation awarded, increase in headcount during the year, advertisement and brand building expenses, depreciation and amortization and travel expenses arising from intangible assets recognized through business combinations. General and Administrative Expenses: Our general and administrative expenses as a percentage of revenue increased marginally from 5.46% for the year ended March 31, 2015 to 5.51% for the year ended March 31, 2016. In absolute terms, general and administrative expenses increased by 10.1%, primarily due to in employee compensation, provision for doubtful debts, facility expenses and legal and professional fees. increases Results from Operations: As a result of the foregoing factors, our operating income increased by 1.7%, from Rs 95,423 million for the year ended March 31, 2015 to Rs 97,021 million for the year ended March 31, 2016. However, our results from operating activities as a percentage of revenue (operating margin) decreased by 138 bps from 20.2% to 18.8%. Finance Expenses: Our finance expenses increased from Rs 3,599 million for the year ended March 31, 2015 to Rs 5,582 million for the year ended March 31, 2016. This increase is primarily due to an increase of Rs 1,341 million in exchange loss on foreign currency borrowings and related derivative instruments as well as an increase in interest expense by Rs 642 million on account of increased borrowings during the year ended March 31, 2016. Wipro Limited 41 Finance and Other Income: Our finance and other income increased from Rs 19,859 million for the year ended March 31, 2015 to Rs 23,280 million for the year ended March 31, 2016. Interest and dividend income increased by Rs 4,723 million while gain on sale of investments decreased by Rs 1,302 million during the year ended March 31, 2016 as compared to the year ended March 31, 2015. This net increase was due to an increase in cash available for investments due to enhanced cash flows. Taxes: Our income taxes increased by Rs 681 million from Rs 24,624 million for the year ended March 31, 2015 to Rs 25,305 million for the year ended March 31, 2016. Our effective tax rate Performance Highlights – IT Services increased marginally from 22.0% for the year ended March 31, 2015 to 22.1% for the year ended March 31, 2016. Profit: Profit attributable to non-controlling interest has reduced from Rs 531 million for the year ended March 31, 2015 to Rs 492 million for the year ended March 31, 2016. As a result of the foregoing factors, our profit attributable to equity holders increased by Rs 2,394 million or 2.8%, from Rs 86,528 million for the year ended March 31, 2015 to Rs 88,922 million for the year ended March 31, 2016. (Rupees in millions except otherwise stated) 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, 2016 487,316 158,287 (31,426) (27,144) 99,716 32.5% (6.4)% (5.6)% 20.5% 2015 Year on Year Change 440,180 150,124 (28,060) (24,998) 97,649 34.1% (6.4)% (5.7)% 22.2% 10.7% 5.4% 12.0% 8.6% 2.1% (163)bps (8)bps 11bps (172)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. 436,646 million and Rs. 483,522 million for the years ended March 31, 2015 and 2016, respectively. Please see Note 29 of the ‘Consolidated Financial Statements under IFRS’ for additional details. Customer Size Distribution (USD) Number of clients in Year ended March 31, 2016 2015 2014 > $1M > $3M > $5M > $10M > $20M > $50M > $75M > $100M 550 331 248 160 89 33 18 9 542 311 231 150 86 31 15 11 501 278 220 143 82 29 14 10 Revenue - IT Services: In FY 2015-16 our revenue from our IT Services segment, in INR terms, increased by 10.71%. In absolute terms in INR, we experienced growth across most IT Services industry verticals, particularly in Healthcare and Life Sciences industry vertical, Retail, Consumer Goods & Transportation industry vertical and Manufacturing & Hitech industry vertical. In terms of USD revenues, the growth was 3.7%. In terms of USD, expressed in constant currency, the growth was 7.6%. In our IT Services segment, we added 261 new customers during the year ended March 31, 2016 across all industry verticals including customers added on account of acquisitions. Revenue from Product Engineering, Global Infrastructure Services, Business Process Services and Analytics grew strongly during the year. Amongst geographic segments, India and Middle East business and Americas regions showed strong growth. During the year, we saw significant softness in the Oil & Gas business due to the impact of low oil prices, which affected our revenue growth in US dollar. However, in absolute terms in INR, we experienced growth across all IT Services industry verticals. Profitability: Our gross profit as a percentage of our revenue from our IT Services segment decreased by 163 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, 2016 as compared to year ended March 31, 2015 as part of our annual compensation review and annual progression cycle, partially offset by the depreciation in the value of the Indian rupee against foreign currency. 42 Annual Report 2015-16 Selling and Marketing Expenses: Selling and marketing expenses as a percentage of revenue from our IT Services segment increased from 6.37% for the year ended March 31, 2015 to 6.45 % for the year ended March 31, 2016. In absolute terms, selling and marketing expenses increased Rs 3,366 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 investments in manpower capacity and amortization of intangibles acquired through business combinations. General and Administrative Expenses: General and administrative expenses as a percentage of revenue from our IT Services segment decreased from 5.68% for the year ended March 31, 2015 to 5.57% for the year ended March 31, 2016. In absolute terms, general and administrative expenses increased Rs 2,146 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. Performance Highlights – IT Products Year Ended March 31, (Rupees in millions) 2016 2015 YoY change Revenue Gross Profit Selling and Marketing expenses General and administrative expenses 29,722 34,006 2,116 2,773 (1,275) (1,280) -12.6% -23.7% -0.4% (1,704) (1,119) 52.3% Operating Income (864) 374 -331.0% As a % of revenue: Gross Margin Selling and Marketing expenses General and administrative expenses 7.1% -4.3% 8.2% -3.8% -103bps -53bps -5.7% -3.3% -244bps Operating Margin -2.9% 1.1% -400bps Segment Results: As a result of the above, segment results as a percentage of our revenue from our IT Services segment decreased by 172 bps. However, in absolute terms, the segment results of our IT Services segment increased by 2.12%. (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. 33,928 million and Rs. 29,642 million for the years ended March 31, 2015 and 2016, respectively. Please see Note 29 of the ‘Consolidated Financial Statements under IFRS’ for additional details. Performance against Guidance: Historically, we have followed a practice of providing revenue guidance for our largest business segment, namely, IT Services. The guidance is provided at the release of every quarterly earnings when revenue outlook for the succeeding quarter is shared. Revenue: Our revenue from the IT Products segment decreased by 12.60%. The decline was primarily due to our focus on being a system integrator of choice where we provide IT products as a complement to our IT services offerings rather than sell standalone IT products. The following table presents the performance of IT Services Revenue against outlook previously communicated for the four quarters of 2015-16. Profitability: Our gross profit as a percentage of our IT Products segment revenue decreased by 103 bps primarily on account of product pricing pressure and the depreciation of Indian rupee resulting in higher product costs. Guided Outlook versus Actuals Amounts in USD Million Quarter Guidance Achievement in guided currency Reported currency revenue Mar-16* Dec-15* Sep-15* Jun-15* 1,875-1,912 1,841-1,878 1,821-1,857 1,765-1,793 1,887.6 1,858.1 1,850.1 1,778.2 1,882.0 1,838.3 1,831.9 1,794.1 *As per currency rates assumed in respective guidance announcements Selling and Marketing Expenses: Selling and marketing expenses as a percentage of revenue from our IT Products segment increased from 3.76% for the year ended March 31, 2015 to 4.29% for the year ended March 31, 2016. In absolute terms, selling and marketing expenses decreased by Rs 5 million. General and Administrative Expenses: General and administrative expenses as a percentage of revenue from our IT Products segment increased from 3.29% for the year ended March 31, 2015 to 5.73% for the year ended March 31, 2016. In absolute terms, general and administrative expenses increased by Rs 585 million primarily on account of increases in the provision for doubtful debts in our India business. Wipro Limited 43 Segment Results: As a result of the above, in absolute terms, segment results of our IT Products segment recorded a loss of Rs. 864 million for the year ended March 31, 2016 as compared to a profit of Rs 374 million for the year ended March 31, 2015. Business Unit Wise Performance (Figures in $ millions except otherwise stated) Business unit 2015-16 2015-16 Growth YoY% in reported currency 2015-16 Growth YoY% in constant currency Margins 2015-16 Margins 2014-15 BFSI MFG & Hi-tech RCTG ENU GMT HLS Total 1,930 1,369 1,122 1,069 975 881 7,346 3.9% 6.0% 12.1% -6.8% -0.7% 9.6% 3.7% 7.4% 9.2% 15.7% -1.3% 4.9% 11.6% 7.6% 22.0% 19.5% 18.7% 20.3% 19.0% 20.8% 20.5% 23.7% 21.3% 21.2% 24.7% 22.2% 21.2% 22.2% IT Services segment in FY 2015-16 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) Geography Wise Performance (Figures in $ millions except otherwise stated) Geo 2015-16 2014-15 2015-16 Growth YoY% in reported currency 2015-16 Growth YoY% in constant currency Americas Europe APAC and OEM* India and Middle East Total *Asia-Pacific and Other Emerging Markets 3,873 1,857 823 793 7,346 3,610 1,971 817 684 7,082 7.3% -5.8% 0.7% 16.0% 3.7% 8.5% 0.0% 11.0% 20.7% 7.6% Resource Allocation Strategy 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. Our choices of sources of funding will be driven with the objective of maintaining an optimal capital structure. We maintain a debt/borrowing 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 strategies are executed to maintain sufficient flexibility to access global funding sources, as needed. Please refer to Note 12 of our Notes to the Consolidated Financial Statements for additional details on our borrowings. The Company’s cash flow from its operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows, is summarized in the table below: (INR Million) Year ended March 31, YOY changes Net cash provided by/ (used in) : 2016 2015 Operating activities 78,873 78,262 611 Investing activities (138,156) (25,816) (112,340) Financing activities (1,587) (8,523) 6,936 Net change in cash and cash equivalents Effect of exchange rate changes on cash and cash equivalent (60,870) 43,923 (104,793) 549 589 (40) 44 Annual Report 2015-16 As of March 31, 2016, we had cash and cash equivalent and short-term investments of Rs 301,432 million. Cash and cash equivalent and short-term investments, net of debt, was Rs 176,211 million. As of March 31, 2014, 2015 and 2016, 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 15 of our Notes to the Consolidated Financial Statements for more details on our treasury activities. In addition, we have unused credit lines of Rs 34,498 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. In the normal course of business, we transfer accounts receivables and net investment in finance lease (financial assets) to banks. The incremental impact of such transactions on our cash flow and liquidity for the years ended March 31, 2014, 2015 and 2016 is not material. Please refer Note 15 of our Notes to Consolidated Financial Statements. The Company enters into operating leases for office space, hardware, and certain other equipment. These arrangements are sometimes referred to as a form of off-balance sheet financing and details are available in the notes to the Consolidated Financial statements. Cash from Operating Activities: Cash generated by operating activities for the year ended March 31, 2016 increased by Rs 611 million over the year ended March 31, 2015, while profit for the year increased by Rs 2,355 million during the same period. This is primarily due to longer collection cycles in India and Middle East business. Cash used in Investing Activities: Cash used in investing activities for the year ended March 31, 2016 was Rs 138,156 million. The cash invested (net of sales) in available for sale investments and inter-corporate deposits amounted to Rs 104,311 million. Cash utilized for the payment for business acquisitions amounted to Rs 39,373 million. We purchased property, plant and equipment amounted to Rs 13,951 million, which was primarily driven by the growth plan of the Company. As of March 31, 2016, we had contractual commitments of Rs 10,734 million related to capital expenditures on construction or expansion of software development facilities, Rs 16,859 million related to non-cancelable operating lease obligations and Rs 21,760 million related to other purchase obligations. Plans to construct or expand our software development facilities are determined by our business requirements. In relation to our acquisitions, a portion of the purchase consideration is payable upon achievement of specified revenue and 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. Cash used in Financing Activities: Cash used in financing activities for the year ended March 31, 2016 was Rs 1,587 million as against Rs 8,523 million for the year ended March 31, 2015. This is primarily due to an increase in net proceeds of loans and borrowings amounting to Rs 14,370 million. Our borrowings have increased primarily on account of bridge loans to finance our acquisitions of Cellent and HPS. This increase is partly offset by increase in payment of dividend amounting to Rs 6,004 million. Dividends paid in the year ended March 31, 2016 represents final dividend declared for the year ended March 31, 2015 amounting to Rs 7 per share and interim dividend for the year March 31, 2016 amounting to Rs 5 per share. Shareholder Returns Dividend: For the fiscal year ended March 31, 2016, the Board of Directors declared an interim dividend of Re 5 per share and recommended a final dividend of Re 1 per share, for a total dividend for the year of Re 6 per share. The recommended final dividend 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 2,974 million, including corporate dividend tax thereon. On April 20, 2016, we announced our intention to conduct a buyback of equity shares through a tender offer (the “Tender Offer”) in order to distribute returns to the equity shareholders. Under the Tender Offer, we will buy back up to 40 million equity shares of Rs 2 each (representing 1.62% of total equity capital) from the shareholders of the company on a proportionate basis. The buyback price will be Rs 625 per equity share payable in cash for an aggregate amount not exceeding Rs 25,000 million. After maintaining a steady dividend payout ratio of 30%, 33% and 31% for the years 2013-14, 2012-13 and 2011-12, we had, considering the needs of liquidity and strategic requirements, enhanced the dividend payout ratio in 2014-15 to 41%. For the fiscal year ended March 31, 2016, the payout ratio, computed by combining the interim dividend, the proposed final dividend (including the dividend distribution tax) and the aforementioned buyback will be 48%, an increase of approximately 7% from the payout ratio for the previous year. Final dividends on common stock are recorded as a liability on the date of declaration by the stockholders and interim dividends are recorded as a liability on the date of declaration by the Board of Directors. Wipro Limited 45 Outlook Historically, we have followed a practice of providing revenue guidance for our largest business segment, namely, IT Services. The guidance is provided at the release of every quarterly earnings when revenue outlook for the succeeding quarter is shared. Over the years, the Company has performed in line with quarterly Revenue guidance. On April 20, 2016, along with our earnings release for quarter ended March 31, 2016, we provided our most recent quarterly guidance. We expect Revenue from IT Services segment for the quarter ending June 30, 2016 to be in the range of USD 1,901- 1,939 million*. * Guidance is based on the following exchange rates: GBP/USD at 1.42, Euro/USD at 1.12, AUD/USD at 0.74, USD/INR at 67.31 and USD/CAD at 1.35 WORKPLACE SUSTAINABILITY (HUMAN CAPITAL) Human Capital is our most important asset in fulfilling our business strategy. We continuously strive to build a best-in- class organizational culture to attract, build and retain talent across levels, globally. We are committed to partnering with employees and strengthening our talent pool by providing them with growth and career enhancement opportunities. Today we have a large and diverse workforce, and we continuously design and implement processes and programs to foster people development, leadership development, and skill enhancements among our global teams. A Global Diverse Workforce workforce with 60% of our employees under the age of 30 years and an average age of 30.6 years. People Strategy Our people strategy is designed to fulfil organizational strategy in the current and emerging business context and is built on the foundation of our values Our analysis of employees’ perception, expectation and feedback, forms a primary input in designing our talent management processes. Additionally, our customers, investors and peer organizations also influence our people value chain and provide perspectives on material issues and risks. Finally, the geo-political situations, particularly in markets where we have high dependencies also form a vital input to our people strategy. We have taken an integrated talent management approach that spans the complete employee lifecycle. Our talent strategy has the following core elements: Commitment to Human Rights: Our Company wide Code Of Business Conduct (COBC) and our recently launched Human Rights Policy reemphasize the principles of equal opportunity and meritocracy as embedded in our core values. They are aligned to globally accepted standards and frameworks like the U.N. Global Compact, U.N. Universal Declaration of Human Rights and International Labor Organization. Our commitment to human rights covers employees, suppliers, clients, and communities across geographies where we do business. We have also established committees like Prevention of Sexual Harassment Committee, Audit/Risk & Compliance committees to review progress and formulate strategies to address material issues pertaining to compliance. Diversity & Inclusion (D&I): Nurturing diversity and making inclusivity a part of Wipro’s culture has remained a key focus area for the organization and is a strategic enabler for business sustainability. Our D & I Program was formally launched in 2008 to give shape and direction to this commitment. The focus of our D & I program is multi-dimensional and consists of four pillars – gender, persons with disability, nationality, and underprivileged communities. Our collaboration with research partners and industry platforms like Catalyst, CII, NASSCOM, Diversity and Equal Opportunity Centre (DEOC) bring to the fore focus areas and industry trends which help in shaping our D & I charter. As on March 31, 2016, our global workforce comprised over 150,000 employees with 32% of them being women. Our workforce across 55 countries comprises employees from 100+ nationalities. Over the years, we have cultivated a strong ‘local national’ footprint in our international geographies with 42.3% of onsite workforce as local nationals. We have a very young Employee Well Being & Safety: Through our programs, we believe in influencing all aspects of an employee’s life – including physical, mental and emotional well-being. Protection of employees from injury or occupational disease is a major continuing objective. To this end, we continued our efforts to enhance safety & security at the workplace by 46 Annual Report 2015-16 prescribing policies & procedures, creating awareness and imparting trainings. We have institutionalized key policies like Prevention of Sexual Harassment policy and a robust grievance redressal system. Comprehensive Benefits & Rewards: We continually strive to provide our employees with competitive and innovative compensation packages. We have devised variable pay programs linking both business unit performance and individual performance. As a pioneering effort among all Indian IT companies, Wipro started providing long term incentives by granting restricted stock units (RSU’s) in 2004 towards long term retention of key talent/ niche skills. Our benefits program takes an integrated approach and provides a range of options for better financial and social security including efficient tax-management options, insurance & medical packages, assistance in managing financial and personal issues. Our programs are reviewed to ensure relevance to today’s changing workforce and mirrors the latest industry offerings, based on the region’s local regulations / laws and norms. Employee Engagement & Empowerment: We believe that an informed workforce is an empowered workforce and only when employees are aware of the policies and processes that impact them, can they truly participate in the consultation process. With this in view, we have institutionalized various channels that create awareness, foster dialogue, and provide opportunities for employees to give feedback. These include awareness campaigns through mailers, blogs, webchats, webinars, policy sessions group announcements for key organizational changes/updates, quarterly ‘Wipro Meets’ session with the CEO and senior leadership teams, All Hands Meet with business leaders, and group and individual connect sessions with the human resources teams. 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. Defined metrics on employee-connect events are embedded in the key performance areas of leaders and the HR function alike. Careers & Capability: In the face of changing client expectations and the advent of rapidly changing technologies, it has become imperative to have a platform that equips the organization with futuristic skills and competencies. Anticipating and defining future needs and developing these competencies in the employees is vital to organizational sustainability. Wipro offers multiple learning & development opportunities to employees at various stages of their career. These are aimed at upskilling, cross-skilling, and reskilling through a number of training programs in technical, domain, soft skills, and leadership aspects. While dedicated teams identify learning needs at an organizational level, employees partake in identifying their individual learning needs through appraisals, feedback surveys, and career tools. Our performance management system is designed to achieve holistic employee development through performance differentiation, transparency, and effective evaluation. There is a structured process of formally and objectively evaluating one’s performance against defined goals & objectives. In FY 15-16, we moved away from ‘bell curve’ rating fitment, hence giving managers complete ownership to rate their team’s performance, while at the same time being accountable to align individual to unit performance. As part of the performance evaluation process, for middle and senior management roles, feedback is also provided through a 360-degree feedback on leadership competencies. Appropriate development plans and interventions are then charted out based on discussion between manager and employee. Performance Highlights A) Diversity & Inclusion (D&I) 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 program called ‘Women of Wipro’. Focus on gender diversity in Wipro in 2015-16 has been around developing and nurturing the women talent in the organization through various initiatives. Women of Wipro mentoring Program has won the prestigious NASSCOM award for the Best program in Gender Diversity for 2015-2016 in IT/ ITES companies. It is a mentorship program for High Potential women employees in middle management mentored by senior Wipro leaders. Women In Technology Forum aims at encouraging and increasing women technologists in Wipro and increasing their visibility through Internal & External forums. Senior women Wipro Limited 47 leaders represented Wipro in the prestigious Grace Hopper conference hosted by Anita Borg Institute with the focus & aim to drive Women in engineering initiatives. Workshops on Idea Patenting were organized for women employees. Career Individual Development Plans for middle management women technologists is tracked as an aim to develop their careers. Your Career Your Choice is a Classroom based Training Module for High Potential women employees who have recently taken on managerial roles. The program aims to be a positive reinforcement for them to relook at their careers with a long- term view and evaluate the specific strengths they bring to the table. WoW (Women of Wipro) speaker series: Senior women leaders from client organizations conducted open connect sessions with women employees of Wipro under the aegis of ‘WoW Speaker Series’. Wipro has participated in various eminent forums by bodies like SHRM, Academy of International Business, NASSCOM, Catalyst, WECC, NHRDN, and Trilegal during the year. The themes covered included Empowering Women Leadership, Maternity Benefits, Building Awareness to Driving Change, Promoting Young Women in Engineering and Gender Balanced Leadership. like all others. We continued our recruitment efforts through collaboration with NGOs and hired 17 talented candidates with disabilities. Our focus has also been on providing pre- hiring support like internship opportunities with interns from institutes like ELMS Global (Bangalore), Ekansh Trust (Pune). Key highlights for 2015-16 below: » A number of events were organized to engage with persons with disability – International Day for People with Disabilities was celebrated by conducting various awareness programs & contests. Annual All Hand Meet for persons with disability included panel discussions and provided a platform to recognise talent across various award categories. We also organised a Campus Connect for Visually Impaired students from Deal Foundation. » Networking opportunities were provided to persons with disability connect at Global Forums- A Wiproite was chosen among four others from India to represent at UN’s Global Disability Forum. » Our partnership with Diversity and Equal Opportunity Centre (DEOC) continued through the year to advise us on the inclusion initiatives for employees with disabilities. Wipro Kinesics Portal (a medium to learn basics of sign language) was upgraded with a focus to improve accessibility of our information systems. » Advocacy- Wipro Sponsored Ability Fest’s film screening festival in Chennai & Break Barrier Fest . We were invited for a Guest session on insights from Industry experts for a Seminar on ‘Sourcing Non-Conventional Talents makes Business Sense’ by NHRD, Kolkata. B) Employee Well Being & Safety We have institutionalized health and safety processes including trainings for service providers, risk assessments ,ergonomic session for employees, vaccination campus, health awareness sessions and regular cafeteria food inspections. There is special focus on aspects such as women’s safety, assistance to persons with disability, emergency response, and preventive health & safety measures. Key highlights for 2015-16 below: Persons with Disability Program: Our inclusion framework for Persons with Disability (PwD) focuses on key themes of Policy, Accessible Information Systems, Recruitment, Training and Awareness. In 2015-16, Wipro won Asia-Pac award’ in the Workplace Category at Disability Matters Asia-Pac Conference held at Bangkok. Infrastructure, Accessible As on March 2016, 368 employees had voluntarily declared their disabilities through our online Self Identification Form. Number may vary since a number of employees with disability do not prefer to declare their disability and wish to stand at par » Hazard Communication: Employee connect programs conducted to bring awareness among employees on reporting of hazards, unsafe conditions and unsafe acts to help in reduction of Injury rate. » Scheduled programs were held across India locations on emergency response, mock evacuation drills, hazard recognition, driver safety training, first aid training, fire- fighting training etc. » Women’s Safety: Security teams are trained on gender sensitization as a part of their on-job training and induction. Cab pickup and drop facility with security 48 Annual Report 2015-16 escort is available for women employees travelling in night hours. Women of Wipro committees are formed to discuss concerns and suggestions on women’s safety. In FY 15- 16, around 1886 women employees have undergone the Security Awareness and Self Defense sessions conducted across locations. » Vehicle based Quick Reaction Teams deployed in major locations continues to provide services to ensure safe commute and help during emergencies. » Over 160,000 participants (employees, contractors and service providers) attended trainings on Health & Safety covering Occupational health, Transportation, Hospitality, emergency response and Security domains. » Flood Deluge: Post floods, free vaccination camps were organized at Chennai and 5824 employees / service providers & their families were vaccinated as part of social cause. C) Employee Engagement & Empowerment Wipro holds employee feedback in very high regard and solicits this through formal surveys, informal forums like one to one meetings, All Hands Meetings, focus group discussions, roundtables and team meetings. Through its social networking platform, Yammer, it has enabled employees to crowd source ideas & suggestions, provide real-time feedback and ask queries directly to leaders / functional teams. Freedom of Association: We respect the right of employees to free association without fear of reprisal, discrimination, intimidation or harassment. A small proportion of our employees (~1%) are represented through registered trade local employee representative groups and work unions, 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 change that can impact work environment. Employee Perception Survey (EPS): Our formal mechanism to capture employee feedback is through (1) Biennial Employee Perception Survey (EPS), and (2) a shorter dipstick survey (EPS Pulse) which is held between two EPS cycles. EPS survey 2015 saw both an increase of participation and engagement from the previous biennial survey in 2013. Our employee engagement scores went up by 1 per cent point and employee participation scores went up by 4 per cent points. EPS 2015 results have already been studied and action areas for the upcoming year have been finalized which includes key initiatives around Manager Effectiveness, Careers & Capability. Contract Employee Engagement: Our focus on responsible people practices extends across our people value chain, and covers contract employees and retainers, primarily located across our operations in India. Many of these employees are deployed at our client sites, and a Partner Employee Engagement team (PEET) is responsible for building an engaged and motivated contract workforce. In FY 15-16, the PEET team led various initiatives like client-site visits to meet contractor employees to understand needs and concerns & initiated programs to build capability through training programs. Focused initiatives through these programs have led to higher engagement and retention levels. D) Careers & Capability Based on the evolution of technology and customer/market dynamics, our learning and development (L & D) function launched multiple programs to upskill/reskill employees in technical as well as behavioral competencies. Employees built their capabilities through e-learning modules, expert and peer learning, project trainings, webinar participation, outbound trainings, on-job learnings & mentoring. Year 2015- 16 saw an impetus on assessments for key roles and specialists; and enablement of the sales teams through sales training workshops. One key area of focus has been to ensure that our employees are trained in Digital and quickly deployed: 1. Approximately 15,000 employees trained through an innovative platform called “Future Ready” for building Awareness on Digital Technologies for all customer-facing roles. 2. Over 20,000 employees trained on core digital technologies through Digital Foundation Academy. 3. Over 4000 employees benefitted from a program called Cutting EDGE program which trained employees on advanced skills for Digital transformation, such as Digital Architecture, Big Data, Analytics and Mobile Apps Development. Besides the above, through our ‘Train to Bill’ initiative , employees whose projects are nearing end or are between projects to be deployed to new projects, are imparted just in time training to suit the needs of the new project. The L&D team works with the business teams to identify the gap in the skills of the employee. Just In Time training is provided to address skill gaps so that the employee can then be deployed in new project opportunities. This initiative aligns training to the business demand and helps in rapidly fulfilling customer requirements. For a number of our capability building programs, Yammer has been used extensively for social learning. For example, groups have been created focusing on specific technologies/roles in the organization, where employees can come together to effectively learn from each other. After classroom training, the faculty use this platform to engage with the participants for continued learning. The discussions are analyzed to derive feedback which enables L&D to improve training programs. To generate interest, we launched a competition across the various groups in Yammer on how they could use the social media platform effectively Wipro Limited 49 for learning. The groups were measured on the number of discussion threads and responses, as well as the quality of the posts. There was enthusiastic participation and many of the groups demonstrated creative and innovative ways of using social media for learning. Over a period of just 6 months, more than 8,000 employees participated in learning groups, posting 85,000 threads of discussion. Summary Dashboard HR indicators (as on March 31 ) Overall Workforce Strength FY 15-16 Headcount (including Contractors) 172,912 FY 14-15 158,217 Contractors (Core & Technical)@ 20,930 19,044 Diversity & Inclusion FY 15-16 FY 14-15 Ratio of women No. of Nationalities Local National % as % of onsite employee strength Total number of people with disabilities No. of people with disabilities hired during the FY 32% 100+ 42.3% 368 17 30.20% 100+ 40.1% 439 76 Engagement & Well Being FY 15-16 FY 14-15 Voluntary Attrition %* Headcount on enterprise wide social platform as on 31st March 2016 16.1% 85,000+ 7,500+ unique groups 16.5% 57,000+ users, 4,700 groups Headcount trained on Health & Safety 160,000+ 130,000+ Gross Utilization** 68.8% 69.4% @ In addition, we deploy personnel for security services, Facility management and other allied services through our partners * IT Services excl. BPS ** IT Services excl. BPS, I & ME Governance approach – Human Capital It is our belief that long-term sustainability requires a structured approach to identify, monitor, and measure indicators of performance and drive higher accountability. With this in view, we have built people indicators like attrition, employee satisfaction scores, employee engagement initiatives, talent development initiatives into the goals and targets of people functions and leaders who have maximum influence in impacting them. This has created a higher level of accountability and drive in improving people indicators. The indicators provide key insights into the effectiveness of people strategies and are reviewed regularly both at organizational and individual business unit levels through one-to-one performance reviews and team reviews. INNOVATION (INTELLECTUAL CAPITAL) Wipro’s Research and Development (“R&D”) initiatives continue to focus on strengthening and extending our portfolio of IT services across multiple new and emerging technology areas as well as in the intersection of these technologies. We are investing in developing solutions and services around multiple advanced technology areas (commercial wearables, smart robotics, autonomous vehicles, augmented reality, virtual reality, etc.), co-innovating with customers on emerging themes (Digital), enabling new customer experiences, building our patent portfolio, shaping innovation culture by running a number of initiatives to support and fund ideas and also by working closely with partner/startups ecosystem, academia and expert networks to bring cutting edge innovations to our customers. To drive open innovation efforts for our customers, we are driving many new age innovation initiatives through startups connects, hackathons, ideathons, etc. We are part of various industry and startup forums including the NASSCOM Industry Partner Program (NIPP) that connects promising startups with corporates, to enable partnerships and growth. We are working with various open innovation intermediaries to tap into expert networks across the world to complement our specialists on niche projects to solve complex customer problems involving Artificial Intelligence, Next Gen Architecture, Cognitive Systems etc. We have partnerships with academic and research institutions across geographies. We are driving co-innovation with customers on emerging themes, conducting joint research, proof of concepts (POC), pilots etc. Some of the emerging areas include block chain, biometrics, new architectures and smart devices. leveraging innovation The incubation center, Technovation Center continues to play a key role in helping customers design, conceptualize, and experience by future of technologies, industry processes and consumer behavior. The Technovation Center has now evolved into an experience platform to demonstrate the Wipro solutions to our customers. We have started work on our new Technovation Center in Mountain View, CA, USA, which would cater predominantly to U.S. and Canadian geography customers, when fully operational. 50 Annual Report 2015-16 Enabling Innovation Wipro follows a federated model for innovation with innovation being driven through multiple structures. The CSO (Chief Strategy Officer) and his group invests in long term solution building and aids the investment efforts of the Business Units / Service Lines by supporting some selected seeding initiatives that are designed to create new business services for Wipro. • The CTO (Chief Technology Officer) and his group drive innovation through investing in a set of technology themes that can be applied to create services in different industry verticals. The CTO Office also anchors innovation crowdsourcing and open execution processes within and outside the organization through internal innovation programs and by driving an external program that connects with the ecosystem of startups, academia and research institutions. Business units (BUs) and Service Lines (SLs) also drive innovation within their respective industry or technology domain and develop solutions and service products within their remits. The internal process transformation group invests in tools and frameworks that help improve costs and productivity of our delivery processes for both infrastructure and application management services. Key Developments Wipro’s investments in innovation have resulted in many solution enhancements and new capabilities, which are unique and differentiated in the market. They have also led to multiple patents being applied and granted. • Wipro HOLMESTM, a Cognitive AI Platform with a rich set of cognitive computing services based on open source software. It is focused towards solving key enterprise business use cases by injecting cognition into IT and Business processes. The applicability of HOLMESTM (Wipro’s Artificial Intelligence platform) is now extended to multiple domains and processes to offer verticalised solutions to customers • We have built a data discovery platform, which provides pertinent business insights across the value chain of an industry through pre-defined applications. Leveraging techniques like visual sciences and story-telling with data, the data discovery platform provides a unique value proposition around accelerating time to market for insights resulting in better adoption of insight driven decision making. Built using best of breed open source technologies, the data discovery platform leverages techniques like machine learning, natural language processing, visualization, stream computing, etc. to bring to the life the hidden insights in large and diverse data sets. Wipro Sight solution uses advanced computer vision based algorithms to analyze customer behavior in stores for delivering enhanced in-store retail experience. • We have also built a Big Data Ready Enterprise, which is an open sourced big data product aimed at addressing the complete lifecycle of managing data across the enterprise data lake that makes it possible to ingest, organize, enrich, process, analyze, govern and extract data at a fast pace, thereby significantly accelerating the big data implementation in a cost effective manner. The innovation incubation center, Technovation Center continues to play a key role in helping customers design, conceptualize, and experience by leveraging future of technologies, industry processes and consumer behavior. The Technovation Center has now evolved into an experience platform to demonstrate the Wipro solutions to our customers. We have started work on our new Technovation Center in Mountain View, CA, USA, which would cater predominantly to U.S. and Canadian geography customers, when fully operational. • We are also building solutions around next generation robotics, drones and autonomous vehicles which combined with the computer vision and cognitive capabilities can address various market needs across industry verticals. We are also working on industrial and enterprise wearable solutions which help improve work force productivity and safety requirements. We had developed a video and sensor based smart parking solution which is useful in a smart city context to dynamically assess parking availability across locations, reservation and demand based pricing. We have developed a smart healthcare solution called Wipro AssureCareTM which helps track medication, vital parameters and is used in elderly Care, home monitoring and clinical trials. Performance Highlights R&D expenses for the year No. of investments in new startups ₹ 2,561 million US$ 15 million No. of new patent application filed 514 Total no. of patents including applications 1,085 CUSTOMER ENGAGEMENT (SOCIAL AND RELATIONSHIP CAPITAL) IT industry is undergoing tremendous change in the face of disruptive technologies. Customer stewardship hinges on meeting customer expectations by being responsive to the emerging trends and offering a portfolio of products and services which integrate resource efficiency, dematerialization, organizational transparency, connectedness and collaboration- to meet changing customer needs. Customer engagement is critical to meet customer expectations and engagement is the foundation on which stewardship rests. Engaging better with customers improves customer retention. According to a research conducted by Harvard Business School, a 5% increase in customer retention can result in a profit increase of 25% to 95%, depending on the industry. The key to retaining customers is building strong relationships with them and this requires prolonged and sustained customer engagement. Efforts towards customer engagement are justified by the lifetime value (LTV) of the retained customer. A retained customer is cost effective as it will require comparatively less service, at the same time providing more business. It is revenue enhancing as Wipro Limited 51 a satisfied customer may contribute to customer acquisition by providing positive referrals. Approach Wipro believes in creating value for the customer over and above the contracted terms. Our approach is based on our vision of delivering maximum value to our customer businesses based on a solid relationship of trust, collaboration and competence. We ensure this by providing solutions that integrate deep industry insights, leading technologies and best in class delivery processes. Wipro communicates and connects with its customers through a matrix framework. Every strategic account has a dedicated Client Partner to own and manage the relationship. Client Partner profiles the account and offers solutions that are strategically relevant to customers. Business Unit heads interact & engage with customers via regular governance meetings, business review meetings, and client-visits. Service Line heads also interact regularly with the customer. Our CEO visits clients’ CXO regularly. Executive sponsors are assigned for all mega accounts to maintain and build the relationship. Collaborating with customers to Do Business better through industry and client insight Client Engagement Uncovering key characteristics of indus- Deep Industry Insights Delivery models targeting aligned KPIs's Standardization of Delivery interaction with the client. The processes include CSAT Program, Quarterly pulse surveys and the Annual CSAT conducted through third party surveys. These are conducted formally and at appropriate intervals to capture customer feedback on Wipro. We conduct surveys on brand perception to understand customer’s expectation of Wipro and Wipro’s position relative to its competitors. The Wipro Leaders survey is an annual 360 degree feedback mechanism. In this ‘Customer Centricity’ is a key leadership attribute on which a leader is given feedback by his peers, managers and reportees. This feedback is both quantitative & qualitative and is analyzed and shared with employees. The Customer Advocacy Group (CAG) in Wipro is part of the Quality organization and drives customer satisfaction improvement initiatives for the organization. This group is responsible for enabling and tracking the early warning system and for addressing alerts before they can potentially become serious customer issues. The team is also responsible for driving effective closures of customer escalations. Sustainability Expectations from Customers Apart from technology driven value creation, our global customers also expect transparency and compliance on different sustainability aspects within our operations and in our extended value chain. Many customers require acceptance and alignment with their supplier code of conduct. Third party supply chain CSR raters like Ecovadis and Verego regularly assess and profile our sustainability performance in their platform which is used by more than 30 customers of Wipro. 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”. We have been assessed by customers for industry consortium developed sustainability protocols like the JAC (Joint Audit Consortium) of Europe based telecom companies and the Pharmaceutical Supply Chain Initiative (PSCI). We also have been benchmarked against over 4,000 other companies that responded to CDP’s 2015 supply chain information request sent on behalf of 74 CDP supply chain members with over US$2 trillion spend and received a disclosure score of 100 which is the best possible score. Engage, retain, develop for enabling transformation. Invest- ment in next gen technologies Innovation Network Performance Highlights 360 degree relationship; innovation with product partners Strategic Partnerships Collaboration with customers; employees; partners and community Culture The Customer Centricity framework which includes listening to Voice of Customer (VOC) drives our execution. The Voice of the Customer 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 Revenue generated from existing customers / retained accounts and Net Promoter Score are good indicators of the relationship capital of Wipro from customer engagement perspective. Number of active customers 1,223 (up from 1,054) Revenue from existing customers Net Promoter Score maintained at 98.1% in 2015-16 Increased by 420 basis points for 2015-16 as compared to the previous year 52 Annual Report 2015-16 INVESTOR ENGAGEMENT (SOCIAL AND RELATIONSHIP CAPITAL Our endeavor is to, not merely, report true and fair financial results in a timely manner but also communicate the business outlook, risks and opportunities transparently to the investor community. With reliable financial results and consistent messaging of economic environment, investors are empowered to take investment decision best suited to their risk profile. We deploy multiple channels of communications to keep the investors informed about various development and events. Wipro’s senior management leaders along with our dedicated Investor Relations team participate in various forums like investor conferences and investor road shows, in addition to hosting investors and equity analysts who visit our campus. Our quarterly results, regulatory filings, transcripts of our earnings call, media presentations and schedule of investor interactions are available at http://www.wipro.com/investors/ We participate in different investor led disclosures like Dow Jones Sustainability Index, Vigeo and Carbon Disclosure Project. Wipro was selected as a member of the global Dow Jones Sustainability Index (DJSI) - 2015 for the sixth year in succession. Wipro is included in both the DJSI World and Emerging Markets Indices. Euronext Vigeo Emerging Market Sustainability Index also includes Wipro among the 70 most advanced companies in the Emerging Market Region. Engagement Highlights The following table details the different types of engagement exercise undertaken by the company in 2015-16. Particulars Investor Meetings Conferences attended Road shows conducted AGM Held Q1 27 4 3 Q2 29 5 1 1 Q3 40 5 2 Q4 49 3 1 FY 145 17 7 1 SUPPLIER ENGAGEMENT (SOCIAL AND RELATIONSHIP CAPITAL) We value our suppliers as key stakeholders and believe in engaging with them beyond the scope of legal compliance. The program is driven more by responsible engagement and commitment as informed by our values. Our Code of Business Conduct which provides the ethical guidelines and expectations for conducting business directs Wipro’s relationship with its suppliers and is applicable to all suppliers, agents, service providers, channel partners, dealers, distributors and vendors (“Suppliers”). In the reporting year, the procurement leadership and Chief Risk Office took up the Initiative of meeting suppliers across three locations - Chennai, Pune and Hyderabad. The Team has covered significant numbers of suppliers in the Facilities management category. This initiative is taken up with primary objective of meeting all the supplier to ensure they follow the risk and compliance processes and statutory guidelines adherence to support compliance with Wipro’s supplier code of conduct. A dedicated vendor helpdesk handles supplier queries on payment issues, policy clarifications and provides the initial contact for grievance redressal. Our approach to engagement is multi-pronged and the focus is to improve the capabilities of suppliers in managing their sustainability performance. The approach is represented below: Inform Collaborate Assess Understand Communicate intent and requirements to our Educate our suppliers on environmental, social and governance best practices to be incorporated in their business Audits and assessments of suppliers Understanding the context and current compliance of our suppliers and developing policies and processes Engage Engage with the suppliers to improve their capabilities in managing their sustainability performance A significant feature of our engagement is how we align our community or CSR (Corporate Social Responsibility) programs with supplier engagement wherever it is possible. This can address some of the fundamental issues at hand – our bridge program in education for children of migrant laborers for our new infrastructure projects and city municipal solid waste workers are some examples of areas of engagement in Bengaluru. Various strands of our Supply Chain Sustainability program: 1. Risk assessment or materiality study of our supply chain – Trucost (UK), Fronesys (UK) and Supply Chain audits of key support services by DNV has helped us identify and prioritize supply chain areas for engagement 2. Supplier Code of Conduct - Communication and evangelization through on-boarding, supplier meets and other forums 3. Quarterly supplier audit for human rights and labor practice based on materiality assessment. 4. Green procurement guidelines based on EPEAT (Green Electronics Council) communicated to suppliers 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 Wipro Limited 53 communities are identified and engaged with. Diversity supplier spend contributes to 5.4% 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 75% of our suppliers are based in India; by value 66% 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. Performance Highlights Diverse supplier spend 5.4% (Supplier declared) Local supplier spend 75% by number of suppliers and 66% by value are based in India. EDUCATION & COMMUNITY (SOCIAL AND RELATIONSHIP CAPITAL) At Wipro, we think that it is critical for business to engage with the social and ecological challenges that face humanity in a deep and meaningful manner with long term commitment; for that is the only way by which real change can happen on the ground. We try to engage with communities on issues that matter to them most. Approach Wipro’s social initiatives center on the following dimensions. • Education: Engaging in deep and meaningful systemic work in the area of school and college education • • Community Care: Engaging with the community on issues of utmost concern to them Ecology: Addressing environmental issues COMMUNITY CARE • Primary Healthcare • Education for underprivileged • Children with disability • Environment • Disaster rehabilitation EDUCATION • School education in India WATIS • School education outside of India - USSEF • Sustainability education - earthian • Higher education - Mission 10x, WASE, WiSTA ECOLOGY • Energy & Carbon • Water • Waste • Biodiversity WATIS - Wipro Applying Thought in Schools USSEF - United States Science Education Fellowship WASE - Wipro Academy of Software Excellence WiSTA - Wipro Software Technology Academy Governance The review of our social programs is done at multiple levels. Every three to four years, the program strategy is reviewed with the Chief Sustainability Officer (CSO), and revised as needed. Every year, an annual review and goal setting exercise is done with the CSO and presented to the Chairman and Group Executive Council (CEC). Every quarter, the progress is reviewed by the CSO and presented to the Chairman as well as to the Board Committee on CSR. Our work with organizations is usually in the nature of programmatic support. They typically span a period of three years and may be extended further, if needed. We work closely with our partners and review the progress and participate in important decisions along with them during the lifecycle of the project. Details of the Corporate Social Responsibility (CSR) spend across areas and the list of partners is disclosed in Director’s Report section of this report. Key Programs Education Wipro Applying Thought in Schools Wipro Applying Thought in Schools is Wipro’s social initiative in school education that aims to build capacities for systemic reform in India. We support social organizations across India working in education reform through partnerships in educational interventions such as curriculum and material development, assessment reform, advocacy, teacher capacity building and systemic capacity building. Over the past 15 years, we have associated with 69 organizations at different levels. We have provided financial support to 51 organizations. We are currently in a phase of expanding our work. Drawing on our experience from the last 15 years, we aim to significantly increase the number of organizations that we support, with a special focus on new and early stage organizations. The key objective of 2015-16 has been to lay the ground and initiate the expansion. Key Updates of 2015-16: • • • • A strategic and operating framework has been developed for accelerated expansion of partner network to 100 organizations over the next 5 years A five-member Governance Committee has been constituted for decision making Seeding Fellowship program launched to support individuals and groups who have founded young organizations working in school education Continued to support 16 organizations through programmatic grants, fellowships, conferences and publications. This included engagement with four new & upcoming organizations being supported from last year. 54 Annual Report 2015-16 • • • Five new organizations were finalized for support in line with expansion strategy : two of these pertain to ‘seeding fellowships’ and three towards organizational support Instituted an award for children’s literature in partnership with Goodbooks Trust and The Hindu Lit Fest Support to Eklavya for educational publications such as Beta Kare Sawal (a book for adolescent boys), an atlas for children etc., to be published in FY 16-17. Supported conferences on: multilingual education organized by Muskaan and Eklavya; Impact Assessment in Environmental Education conducted by Nature Conservation Foundation; Worlds of Fear: School Culture, organized by Centre for Learning and a conference on Nai Talim organized by Anand Niketan. Wipro-earthian Wipro-earthian is Wipro’s Sustainability Education Program which seeks to support and drive sustainability thinking and action through the learning process in school and colleges across India. The program completed 5 years in 2015. In 2015- 16, we saw very enthusiastic response reflecting in a massive increase in participation numbers, outreach and representation. We achieved wide geographical representation in 21 states, 45 districts and increased our reach to 2,000 schools, 1,500 colleges and 2,200 teachers. This was achieved by developing new partnerships with 6 state government bodies and 3 civil society organizations who played a key role in ground outreach. Our cumulative outreach was more than 10,000 educational institutes via social media and other digital channels. Fiscal year 2015-16 saw the program being translated to 4 languages and our total submissions have crossed 1,300 which is a 3- fold increase and the highest ever. Nine college and 12 school teams selected as winners by national jury and felicitated by Mr. Azim Premji at the annual Wipro-earthian awards. The Continuous Engagement Program (CEP) program aims promote integrated sustainability education in schools and colleges and to co-create educational practices within institutions that leads to sustainability action and thinking. In colleges CEP was driven by a few key initiatives such as our Sustainability Internship program where we facilitated a diverse range of sustainability internship opportunities through our partner ecosystem for 10 students from 6 winning colleges. As a first, 2015 also saw the launch of the Wipro-earthian Sustainability quiz where we successfully ran quizzes at the Indian Institute of Management (IIM) Ahmedabad Confluence festival and the IIM Bangalore Exemius festival where 227 teams and 681 students participated. Two noteworthy initiatives were the launch of the Wipro Sustainability Fellowships at IIM Bangalore as well as the co-curation of a round table discussion on sustainability education which was attended by 60 regional colleges in Orissa. As a part of our strategic collaboration with XUB, Bhubaneshwar we also facilitated a one month sustainability discovery program across India for 6 students from the PG program at the Xavier School of Sustainability. The CEP program in schools focused on curricular intervention- where we developed a unique sustainability curriculum for Wipro-earthian schools which is being piloted in 9 schools across India. Wipro Science Education Fellowship Program in the U.S.A. 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 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 USD 7.8 million 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. Mission 10X Mission10X is a not-for-profit initiative of Wipro Limited which was started on September 5, 2007 towards enhancing the employability skills of engineering students by building capacity of engineering education infrastructure. 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 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. Collaboration: 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. Wipro Limited 55 In 2015-16, we launched the Students Project Competition, “Prakalpa” (means Project) for all the students of these 54 Mission10X Technology Learning centers (MTLCs). The objective of this initiative is to promote problem solving, innovation, competitive spirit and collaborative learning across MTLCs. Prakalpa is designed to be conducted at 2 levels – one at the regional level and second one at the National level. First level competition was held in 3 regions and the national level completion was held at Bengaluru. A total of 74 projects from more than 20 MTLCs across 10 states were selected for participation. Summary update till 2015-16 (Since inception) • • • • • • • • • • Engagement with 1,300 Institutes from 30 states in India 28,830 faculty trained on Pedagogy (505 Faculty on Unified Technology Learning Platform) 238 Principals and 303 Heads of Departments trained on academic leadership capabilities Addressed 10,000 pre final and final year students on importance of employability skills Created 10,000 integrated innovations in teaching and learning processes with faculty contributions Trained 1,000+ students on “Engineering Thinking” module Guided 500 projects of final year students across MTLC’s 54 MTLCs (Mission10X Technology Learning centers) operational in 12 states. 12 Affiliations including NASSCOM and ISTE and 3 International affiliations Best Practice Award from CorpU, USA, for excellence and innovation. Community Care Wipro Cares Wipro Cares is a not-for-profit trust that engages with our proximate communities on the issues of Education for the Underprivileged, Primary Health-Care and Environment. In addition, the trust also works on long-term rehabilitation of affected communities after natural disasters. Wipro matches 1:1 all monetary contributions made by employees to Wipro Cares. The number of employee contributors stands at more than 51,000, possibly making this the largest such example in India and the world. Key Updates of 2015-16: 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 65,000 children benefited from the sixteen education projects in the cities of Pune, Hyderabad, Kolkata, Mumbai, Dimapur, Bangalore, Delhi and Chennai. These projects support and enable children to stay in school through remedial education, nutrition, drinking water facility, health check-ups and solar heating-lighting facilities. We also expanded into the North-East specifically targeting children of migrant labourers through non- formal education and thereby mainstreaming these children into formal education. Disability: We have 12 projects through which we are currently supporting the educational and rehabilitative needs of over 2,500 underprivileged children with disabilities in the cities of Bengaluru, Pune, Jaipur, Delhi, Chennai, Mumbai and Hyderabad. A wide range of disabilities were covered, including Visual, Speech & Hearing, Locomotor, Intellectual and Developmental disabilities. 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. Many projects also include capacity building of families and communities to identify and manage disability at an early stage. Primary Healthcare: Our primary health care projects, in partnership with NGOs, typically provide quality preventive and curative health care services to underserved communities. Through two of our health care projects, covering 60 villages across Maharashtra & Nagaland we are providing more than 30,000 people access to primary health care. Apart from providing regular curative services, we are augmenting the existing state infrastructure, training ASHA workers and building capacity of local groups and thus providing health care services in hard-to-reach remote villages to tribal communities as well as generating awareness on health rights. Environment: We are working on providing social and nutrition security to about 2,000 waste workers in Bangalore, through a solid waste management project, along with upgrading their skills to assist them in augmenting their livelihood and live a life of dignity. This project has further been scaled up to focus on providing waste pickers the access to social, nutritional, and health security. 56 Annual Report 2015-16 Disaster Rehabilitation: Wipro Cares focuses on long term rehabilitation of the affected communities after a natural disaster. We do this because we think that any kind of natural calamity usually affects the social fabric of the community and it is important for us to address that impact. In 2015-16, we continued support to communities affected by the Uttarakhand Floods and initiated a project to work with 1,000 families on exploring alternative modes of livelihood to reduce their economic dependence on tourism and increase their resilience as a community. Wipro Cares also supported the victims of Chennai floods in December 2015 by collaborating with NGOs experienced in disaster relief operations and worked with the local government to help affected communities with particular focus on disadvantaged groups and those living near Wipro campuses. In Philippines we initiated two projects for underprivileged and disaster-affected communities in partnership with International Care Ministries (ICM) and World Wildlife Fund (WWF) to address key developmental issues of the underserved and underprivileged communities in the country by building capacity of local groups through Health lessons that cover a wide curriculum that ranges from nutrition, disease prevention, to proper sanitation; and Livelihood classes to equip participants with different backyard small businesses to earn a living within their immediate community. Employee Engagement: More than 51,000 Wiproites contributed monetarily to Wipro Cares, making this possibly the largest such initiative in India and one of the largest in the world. Employee volunteering efforts doubled with over 7,703 employees (globally) engaged in voluntary activities contributing to 14,434 hours in 2015-16. We organized various volunteering events and 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 25 volunteering chapters, 13 in India and 12 overseas. Employees are keen participants in the ongoing causes such as education for underprivileged children, children with disabilities, biodiversity and environment, animal care, old age home, and feeding the poor and homeless, amongst others causes. We also have employees join volunteering efforts across Asia Pacific, Japan, USA, Philippines, Romania and Continental Europe. Wipro South Africa Initiatives As an IT company operating in South Africa, Wipro’s CSR strategy in South Africa is aligned to the Broad-Based Black Economic Empowerment (BBBEE) Codes of Good Practice, particularly the ICT Charter for responsible corporate citizenship. The primary purpose of BBBEE is to address the legacy of apartheid policies and enhance the economic participation of previously disadvantaged people in the South African economy. The codes include elements on ownership, management control (MC), skills development (SD), enterprise and supplier development (ESD) & socio-economic development (SED). Current Initiatives in South Africa include • • • Graduate internship program - In partnership with universities, this program provides students, mostly from previously disadvantaged communities with an opportunity to gain skills and experience in various roles in real world scenarios, leading to employment with Wipro South Africa for participants who complete the program and meet qualifying criteria. Grant library/computer centers in schools and communities and an after-school support center towards supporting school education of previously disadvantaged communities. Financial and non-financial support to small and medium enterprises. Summary Dashboard Education Community Care • Wipro Applying Thought in Schools supported 113 projects so far and associated with 69 organizations at different levels. • Wipro-earthian saw a participation of over 3,000 schools and colleges, 15,000 students and 2,200 educators nationwide • More than 250 selected teachers go through an intensive 2 year program i n b u i l d i n g i m p r o v e d t e a c h i n g competencies as part of Wipro Science Education Fellowship • • • • • Health care services of Wipro Cares reach out to around 30,000 people in 60 villages. Environmental initiatives reach to around 2,000 waste workers in Bangalore. The education program reaches out to more than 65,000 children from disadvantaged communities in 8 cities. Our ‘Education of children with disability’ projects supports the educational and rehabilitative needs of over 2,500 underprivileged children through 12 projects. Our most recent long term rehabilitation program is in the state of Uttarakhand. ECOLOGICAL SUSTAINABILITY (NATURAL CAPITAL) Ecological sustainability is a cornerstone of our charter on natural capital stewardship. Our approach is built on the pillars of Energy and Green House Gases (GHG) mitigation, Water Wipro Limited 57 efficiency and Responsible Water management, Pollution and Waste management and Biodiversity. 3. 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. At Wipro, our community programs on water and waste are two examples of such interventions. Scope of Reporting India: All 61 locations, the majority of operations are from 23 owned locations including 3 data centers operational, representing 80% of our workforce. Overseas: 139 locations, which includes 7 customer data centers. A majority 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 In our set of goals which ended in 2015, we aimed to reduce our Scope 1 and Scope 2 people-based emissions intensity figures by half from the 2010 baseline. This financial year, we undertook a target setting exercise to propose targets running from the 2015-16 to 2019-20. Over the last couple of years, different frameworks have evolved for setting GERTs (GHG Emissions Reduction Target). Once such framework is the science based target setting from WRI (World Resource Institute) that tries to align itself with the 2 degree imperative i.e. global emissions by 2050 to be 20% of 1990 levels so as to stay within the threshold of 2 degree rise in average surface temperature. While we have studied and incorporated the WRI framework to the extent that is relevant, our methodology has also been driven by empirical considerations that are more pertinent to the IT industry sector and to India. We have adopted targets for 2025 and 2030 also and these will be revisited at the next target review exercise in 2020. Energy and GHG Emissions Goals: 1. Absolute Scope 1+2 GHG emissions - Absolute emissions reduction of around 35000 tons. Energy Intensity in terms of EPI - Cumulative reduction of 11% in EPI over 5 years 2. 58 Scope 1+2 GHG emission intensity on Floor Area (FAR) basis - Cumulative reduction of 33 % in GHG intensity from 140 Kg / Sq. Mt (kpsm) to 94 kpsm of CO –eq 4. Renewable Energy - Doubling renewable energy procurement of 65 Million units as on 2014-15 to a target of 135 Million units in 2019-20. For Energy Efficiency, in line with industry standards, we are shifting from ‘Per Employee’ based metrics to Floor Area (FAR) based metrics. The accepted standard is EPI or Energy Performance Indicator which is equivalent to Energy Per Unit of Floor Area for a defined number of working hours per day. We have deliberately not set a Carbon Neutral goal or an offset program for reducing Scope 1 and 2 emissions due to the externalities involved in most alternatives like embedded carbon and water footprint, land use change and broader ecological and social sustainability issues involved in such programs. For example, mass afforestation of a single species over a large area may help achieve a carbon reduction goal but have a high negative impact on water sustainability, biodiversity and livelihoods. Energy Consumption: The total energy consumption, electricity and back-up diesel generated, for office spaces across all global operations in IT is 322 Mn Units (India adds to 299 Mn units). Data centers, India and overseas (USA and Germany) contribute to another 92 Mn units. Office Space Energy Metrics: Energy efficiency measures contributed to a 3.7% decrease in office space energy intensity from 195 to 189 units per sq. meter per annum. This is primarily from 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. Emissions Intensity: Our India office space emissions intensity (Scope 1 and Scope 2) is at 116 Kg Co2 eq. per Sq. Mt. per annum, a decrease of 10.8% from last year. Absolute Emissions: The dashboard in page no. 59 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 2015-16 has decreased by around 5% primarily due to higher share of renewable energy procurement. 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, 80% share to GHG emission mitigation strategy. Annual Report 2015-16 GHG Scope 1 and 2 (Tons of CO2 eq.) 269,117 254,072 253,640 244,444 242,062 270,000 260,000 256,244 250,000 240,000 230,000 220,000 2013-14 2014-15 2015-16 Global India • 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 18 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 2016, 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 2015- 16, we procured 75 Mn units of Renewable energy through PPAs (Power Purchase agreements) with private producers, which contributed to approximately 23% of our total India energy consumption. However this fell short of our target of 82 Mn units for the reporting year. The mainstay of accessing RE for open access consumers like us has been through direct power purchase agreement from producers in select states. Each state in India has its own mechanism on effecting access to open access- either due to distribution company’s finances or infrastructure not being in place to enable large scale evacuation and storage of renewable power. 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. In order to avoid double accounting, we have taken adequate steps by including non-tradability of Renewable Energy Certificate (REC) for contracted power through contracts and including verification of generation 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 1.3 Mn units of grid electricity. Scope 3 Emissions: A summary of our Scope 3 emissions (other indirect sources) is provided below. Out of the 15 categories of scope 3 reporting as per the new GHG corporate value chain standard, we are presently reporting on 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 Scope 3 Global Tons (CO2 eq.) 278,265 245,073 195,363 2013-14 2014-15 2015-16 300,000 250,000 200,000 150,000 100,000 50,000 Wipro Limited 59 The table below shows the applicability and across our operations for the major Scope 3 categories. Scope 3 Emissions Category Upstream scope 3 emissions Purchased goods and services Capital Goods Fuel- and energy-related activities (not included in scope 1 or scope 2) Upstream transportation and distribution Applicability Current Reporting, Coverage within IT business Yes Yes Yes Based on purchase ledger for 2014-15 and application of econometric input- output model for different categories and business activities: 38,416 tons of CO2 equivalent. Well To Tank (WTT) and Transmission and Distribution (T&D) losses globally is 99,479 tons of CO2 equiv. Not Reported, as not material Waste generated in operations Yes For India operations, which represents nearly 85% of footprint Employee commuting Business travel Upstream leased assets (Leased office space) Downstream scope 3 emissions Yes Yes Yes No For India operations, which represents nearly 85% of footprint Includes air, conveyance and hotel stays. Bus and train data (minor) will be calculated and updated by July 2016. This is reported under Scope 1 & 2 No product business, leased assets, franchisees or equity investments with environmental impact The overall emissions across all scopes is 672,502 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 (32%), Business Travel (26%), Employee Commute (15%) and Upstream fuel and energy emissions (15%). Business Travel: The IT services outsourcing model require frequent travel to customer locations, mainly overseas, across the delivery life cycle and contributes to around a quarter 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 and budget-based travel approval and increasing focus on processes which enable remote working and collaboration are some of the cost and process optimization measures implemented over past few years. 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 (37%), employees utilize public transport (~-45%), with owned cars and two wheelers accounting for the balance. Over the past few years, we have taken steps to facilitate a shift towards improved access to public transport for employees (buses, commuter trains), carpooling, apart from encouraging cycling to work through an active cycling community in the organization. IT like anytime direct led soft connectivity access to office intranet applications, secure infrastructure enablers personal device connectivity through the BYOD initiative (Bring Your Own Devices) are steps in enabling more flexible work place options. Collaborative engagements: As a member of the Indo-US joint research program - the Solar Energy Research Institute for India and the United States (SERIIUS), we are supporting a long term program “Design and development of smart micro-grid technologies for large scale decentralized solar power applications in Indian villages - The Zero Energy Village concept”. 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 We also coordinated the CEO forum on Climate Change as part of COP-21 in Paris and our CEO was one of the co-authors of an article on climate change. We are signatories to the Paris Pledge on Carbon Emissions through the World Economic Forum. 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. 60 Annual Report 2015-16  Goals • 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 1.295 m3 per month as compared to 1.36 in 2014-15, an improvement of around 4.78%. We recycle 884,245 m3 of water in 27 of our major locations (959,620 in 2014-15) using Sewage Treatment Plants (STPs), which represents 32% (35% in 2014-15) of the total water consumed. The percentage of this recycled water as a percentage of freshwater extracted is around 52%. We have recently commissioned ultra-filtration and RO units for STP treated water at three of our locations. Harvested rainwater contributes to nearly 2% of our total freshwater consumption – which we intend to scale to around 5% in the next couple of years. We continue to focus on demand side optimization measures though efficiency and better operational governance. 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 57% of the sourced water. The majority of the balance 41% is from private sources near our operational facilities. The Ground water science for community action 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. Participatory Ground Water Mapping Program (PGWM): 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 40-50% 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. As part of our Responsible Water program, we aim to create a community centered participatory approach for management of ground water and lakes in the area. This involves developing an understanding of the hydrogeology of the watershed area and specific clusters and community engagement through development of communication materials and advocacy. PARTICITPATORY GROUND WATER MAPPING PROGRAM Hydrgeology Social Platform Develop scientific understanding of aquifers in an urban context watershed Creating communication material for different stakeholders Citizen centered interactive online website Protocols for interpretation and action Curating multi-stakeholder engagements (government, citizens, acdemia) Knowledge portal for wider advocacy Karnataka State Water Network (KSWN) The Karnataka State Water Network (KSWN) was launched in 2014 by Wipro in partnership with the CII-Karnataka. KSWN is an Industry outreach that brings Businesses, Government, Academia and Communities on a common platform to address water challenges. The purpose of KSWN is to create synergies and scale among groups with common interest to be a force multiplier. The network has conducted 5 Curated programmes and 2 annual conferences till date, where representatives from 6 geographical clusters and one theme based cluster around Lakes have come together towards the creation of Water Sustainable Zones and restoration of Lakes in Bengaluru. A Water Sustainable Zone is a geographic area that is partially or Wipro Limited 61 fully self-sufficient with respect to its water requirements i.e., its water foot-print does not substantially exceed its geographic boundaries. The network is now working to incorporate itself as a society with a strong governance framework, scale up its activities for larger impact, and engage with Government to inform policy. Pollution and Waste Management: 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. 92% of the total solid waste (up from 90% in 2014-15) of 6,368 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 mixed solid waste, construction debris and some categories of inorganic waste is landfilled. Our plan is to reduce Mixed Solid Waste (MSW) generation at source and further drive segregation into recyclable organic-inorganic to increase diversion from landfills. We are also piloting recycling options for certain categories like Thermocol and construction debris. The revised operating Goals Updates procedures and recycler requirements for electronic end of life enable better traceability and disclosure of downstream recycler practices. We would work with our partners and vendors in driving better practices and behaviors keeping in mind both human and ecological impacts of any changes. 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. Waste Handling Summary Landfill, 5.71% Incineration, 2.25% Recycled-External, 9.83% Recycled Internal 82.21% 100% of organic waste to be handled in- house in all owned locations Organic Waste Converters (OWC)’s commissioned in all owned locations. 90% of organic waste is being handled in-house. Bio-gas currently operational in 3 locations and being evaluated for 3 other locations. 100% of paper, cardboard, hazardous and e-waste, mixed metals/scrap and plastics to be recycled/ handled as per approved methods Mixed solid waste and landfill intensity to reduce by 50% by 2016-17 with 2013-14 as the baseline year 100% of waste is handled as per approved methods Internal audits are done as part of EHS MSW: Baseline of 2013-14 is 3.26 Kg per employee per annum Target of 2016-17 is 1.60 Kg per employee per annum Actuals as of 2015-16 is 1.93 Kg per employee per annum Landfill Intensity: Baseline of 2013-14 is 3.12 Kg per employee per annum Target of 2016-17 is 1.56 Kg per employee per annum Actuals as of 2015-16 is 3.04 Kg per employee per annum E-waste audit recommendations to be actioned. Modified Operational Control Procedures (OCP) and e-waste recycler requirements being rolled out in FY2017 Q1. Construction and Demolition Debris 116 tons of C&D waste across locations is now segregated and sent to municipal authorized landfills. Alternative options being explored. 62 Annual Report 2015-16 In collaboration with InfoActiv, 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. A common e-waste collection center has been commissioned and regular end of life electronic material is being collected. Apart from this, we continued to be part of the sub-committee on ‘Waste’ in the CII National Environment Committee. We supported the “Reimagine Waste” hackathon conducted at in association with Waste Ventures and other partners. Institute of Science, Bengaluru Indian We continually assess operational risks to the environment and apply the precautionary principle in our approach to gain 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 reported 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 proactively respond to queries and clarifications received by regulatory bodies. 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 improving water retention and ambient air quality. Our first flagship project in the Electronic City campus in Bangalore was initiated 5 years back with the first phase of a unique Butterfly Park now completed. Our next phase includes an innovatively conceived wetland biodiversity zone that will use recycled water. intensity, We have completed the first phase of work on biodiversity retrofit projects at our two campuses in Pune with a rigorous and continuing assessment of seasonal census of flora and fauna biodiversity. This project envisages five thematic gardens – aesthetic and palm garden, spring garden, Ficus garden, spice and fruit garden – through plantations of native species from the local geography. For one campus in Pune, the total number of native species has nearly trebled from 59 to 242. In all these programs we work closely with expert partners in biodiversity, conservation, ecological design and communications. A work environment which integrates biodiverse and natural design principles has multiple intangible benefits for employees and visitors – it helps build a larger sense of connectedness and emphasizes values of sensitivity and our place in the world around us. We regularly conduct photography, nature journaling, walks and plantation activities for employees and their children. 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 International Union of Conservation Networks (IUCN). We chair CII-IBBI’s southern chapter on biodiversity for business. We also presented at the CII National conference on biodiversity. We have been supporting the “World Sparrow Day” and the “Wipro-Nature Forever Society Sparrow Awards” for the past five years. Wipro’s Natural Capital Valuation Program – An update 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 national government-led projects underway which aim to develop environmental accounts and integrate them with traditional national accounts (GDP) including India. UN Principle of Responsible Investing (UNPRI), in 2010, estimated the environmental costs due to activities of top 3,000 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 Limited 63 Value Chain Split (in INR Mn.) Value Chain INR Million Operational Supply Chain purchased goods and services Supply Chain Fuel and energy -related activities Supply chain Business travel Supply chain Employee commuting 2014-15 valuation 2013-14 valuation 3,580 792 3,622 1,127 % YOY Change -1% -30% 3,196 2,799 14% 1,249 892 1,258 1,036 40% 21% Total 10,075 9,478 6% Wipro, in association with Trucost (UK), has completed a natural capital valuation exercise for the previous two financial year 2013-14 and 2014-15. The valuation for 2015-16 will be completed by August 2016 – however the trends are 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 models and a selection of global and local factors - hence certain assumptions and accounting rules are inherent to the exercise. The total environmental costs relating to Wipro’s operations and supply chain was estimated at INR 10,075 million for the fiscal year 2014-15. The largest contributions (see first chart) came from GHG emissions (51%), water abstraction and pollution (25%) and air pollution (20%). The second chart below shows the breakdown in environmental costs across each value chain stage. The operational value chain stage accounted for 36% of Wipro’s total environmental cost. From a geography perspective, as expected, India accounts for 82% of the overall environmental cost. The above figures are net of our positive valuation that are attributable to our environmental initiatives. Wipro’s environmental initiatives such as emissions reduction activities, renewable energy procurement and water recycling reduced its overall environmental costs by INR 884 million (9% of the total 2014-15 environmental costs). 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. Environmental Indicator Valuation - in INR Mn. and percentage 170 2% 200 2% 2,049 20% 772 8% 1,775 17% 5,108 51% Greenhouse Gases Air Pollution Water Consumption Land use change Water Pollution Waste 64 Annual Report 2015-16 BOARD’S REPORT On behalf of the Board of Directors (the “Board”), it gives me great pleasure to present the 70th Board’s Report of your Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2016. I. Financial Performance On a consolidated basis, our sales increased to ₹512,478 million for the current year as against ₹469,510 million in the previous year, recording a growth of 9.15%. Our net profits increased to ₹89,597 million for the current year as against ₹ 86,609 million in the previous year, recording a growth of 3.45%. On a standalone basis, our sales increased to ₹446,846 million for the current year as against ₹412,098 million in the previous year, recording a growth of 8.43%. Our net profits remained largely stable for the current year as against the net profits of the previous year. The standalone financial statements prepared in accordance with Indian GAAP and consolidated financial statements prepared in accordance with Indian GAAP as well as IFRS for the financial year ended March 31, 2016 forms part of this Annual Report. Key highlights of financial performance of your Company for the financial year 2015-16 are provided below: Standalone Consolidated (` in Millions) 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 2015-16 2014-15 2015-16 2014-15 474,561 437,088 540,965 494,007 104,821 105,570 115,247 112,241 25,101 (531) 86,609 25,158 (492) 89,597 23,831 - 80,990 23,639 - 81,931 12,352 12,353 12,278 12,276 2,471 17,283 2,456 17,179 3,085 - 32.97 32.91 5,924 8,193 33.38 33.28 3,085 - 36.47 36.40 5,924 8,193 35.28 35.18 * profit for the standalone results is after considering a loss of ₹ 523 Million (2015: Profit of ₹ 390 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. Dividend Your Directors recommend a final dividend of ₹1/- per equity share of face value of ₹2/- each to be appropriated from the profits of the Company for the financial year 2015-16, subject to the approval of the shareholders at the ensuing Annual General Meeting. Pursuant to the approval of the Board on January 18, 2016, your Company distributed an interim dividend of ₹5/- per equity share of face value of ₹2/- each, to shareholders who were on the register of members as on closing hours of January 27, 2016, being the record date fixed for this purpose. The total dividend for the year ended March 31, 2016 would accordingly be ₹6/- per equity share of face value of ₹2/- each. During the year 2015-16, unclaimed Dividend for financial year 2007-08 of ₹5,094,480/- 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. Buyback of Equity Shares On April 20, 2016, the Board approved a proposal to buyback up to 4,00,00,000 equity shares of the Company for an aggregate amount not exceeding ₹ 25,00,00,00,000, being 1.62% of the total paid up equity share capital, at ₹ 625 per equity share. The buyback is proposed to be Wipro Limited 65     made from all existing shareholders of the Company on May 6, 2016, being the record date for the buyback, on a proportionate basis under the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made thereunder. Transfer to Reserves Appropriations to general reserve for the financial year ended March 31, 2016 as per standalone and consolidated financial statements are as under: ` In millions Standalone Consolidated 80,990 341,279 89,597 365,983 - - 404,111 441,945 Net profit for the year Balance of Reserves at the beginning of the year Transfer to General Reserve Balance of Reserves at the end of the year Subsidiary Companies 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 AOC-1 is provided at pages 214-215 of this Annual Report. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and 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. During the financial year 2015-16, your Company invested an aggregate of ₹ 3,207 million in its direct subsidiaries. Apart from this, your Company funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements. During the year 2015-16, Wipro Technologies Spain S.L., a non-operational entity, was liquidated. Wipro Promax Holdings Pty Ltd and Wipro Promax IP Pty Ltd, non-operational entities, applied for de-registration as at March 31, 2016. Also, during the year, Wipro Europe SARL and SAS Wipro France were merged with New Logic Technologies SARL, France. Further, to enhance operational and financial efficiencies, Data Centre Services Operations Business of Infocrossing Inc., was transferred to Wipro Data Centre & Cloud Services, Inc., a wholly-owned subsidiary of Wipro LLC. Consequent to re-organization, Wipro Promax Analytics Solutions LLC, which was earlier a subsidiary of Wipro LLC, has now become a subsidiary of Wipro Gallagher Solutions Inc. Share Capital During the year 2015-16, the Company allotted 16,70,252 equity shares of ₹2 each pursuant to exercise of stock options. Consequently, the paid up equity share capital of the Company stood at ₹ 4,94,14,26,580 consisting of 2,47,07,13,290 equity shares of ₹2 each. During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares. Particulars of Loans, Advances, Guarantees and Investments Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to Loans, advances, guarantees and investments are provided as part of the financial statements. Deposits Your 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. II. Business Your Company is one of the leading providers of IT Services globally. Your Company combines the business knowledge and industry expertise of its domain specialists and the technical knowledge and implementation skills of its delivery team leveraging its products, platforms, partnerships and solutions in its development centers located around the world. Your Company develops and integrates Innovative Solutions that enable its clients to leverage IT to achieve their business objectives at competitive costs. Your Company uses quality processes and global talent pool to deliver “time to development” advantages, cost savings and productivity improvements. Your Company’s IT Services business provides a range of IT and IT-enabled services which include Digital Strategy Advisory, Customer Centric Design, Technology Consulting, IT Consulting, Custom Application Design, Development, Re-Engineering and Maintenance, Systems Integration, Package Implementation, Global Infrastructure Services, Analytics Services, Business Process Services, Research and Development and Hardware and Software Design to Leading Enterprises Worldwide. Your Company’s vision is “To earn our Clients’ trust and maximize value of their businesses by providing solutions that integrate 66 Annual Report 2015-16 deep industry insights, leading technologies and best in class execution”. The markets that your Company serves are undergoing rapid changes due to the pace of developments in technology, innovation in business models and changes in the sourcing strategies of clients. Pressures on cost-competitiveness and an uncertain economic environment are causing clients to develop newer business models. On the technology front, Digital Business has changed the nature of demand for IT services. Development of advanced technologies such as Cloud Based Offerings, Big Data Analytics, Mobile Applications and the Emergence of Social Media are shifting the point of decision-making on IT sourcing within clients’ organization from the traditional Chief Information Officer to newer stakeholders such as Chief Marketing Officer, Chief Digital Officer, Chief Risk Officer etc. These trends on newer business models, emerging technologies and sourcing patterns are expected to provide Your Company with significant growth opportunities. Your Company’s IT Products segment provides a range of third-party IT products, which allows it to offer comprehensive IT System Integration Services. These products include Computing, Platforms and Storage, Networking Solutions, Enterprise Information Security, and software products, including databases and operating systems. Your Company has a diverse range of clients, primarily in the India and Middle East markets from small and medium enterprises (“SMEs”) to large enterprises in all major industries. Outlook According to Strategic Review 2016 of the National Association of Software and Service (“NASSCOM”), in FY16, IT export revenues from India grew by 12.3% in constant currency, to an estimated $108 billion. NASSCOM expects FY17 export growth rates to be between 10% and 12%. According to NASSCOM Perspective 2025: Shaping the Digital Revolution, the Indian technology and services industry is on track to reach $200 billion to $225 billion in revenues by 2020, from a base of $143 billion in 2016, and furthermore, to reach revenues of $350 billion by 2025. Acquisitions and Investments Acquisitions are a key enabler in driving growth and building capability in industry domains, emerging technology areas, Digital and increasing market footprint in newer markets. Your Company focuses on opportunities where it can further develop its domain expertise, specific skill sets and its Global Delivery Model to maximize service and product enhancements and higher margins. Your Company also uses its acquisition program to increase presence in select geographies, increase footprint in certain large customers and pursue select business opportunities. Key acquisitions consummated during the year ended March 31, 2016 were Designit, a global strategic design firm specializing in designing transformative product-services experiences; Cellent AG, a leading IT Consulting and Software Services company offering holistic IT solutions and services; and HPH Holdings Corporation (HealthPlan Services), a leading technology and process as a service provider in the US Health Insurance market. In December 2015, your Company entered into an agreement to acquire Viteos Group, a Business Process as a Service (BPaaS) provider for the alternative investment management industry for a purchase consideration of USD 130 million. The acquisition is subject to customary closing conditions and regulatory approvals. As part of a start-up engagement model, your Company has invested in building a world class ecosystem through a US$ 100 million internal venture capital fund, Wipro Ventures, aimed at investing in cutting edge start-ups in areas such as Digital, Internet of Things (IoT), Big data, Open source, Cybersecurity and Artificial Intelligence (AI). In 2015-16, Wipro Ventures has seen strong traction and scale. Your Company has made 6 investments with a cumulative spend of US$ 15 million and a further committed spend of US$ 5 million in FY16 in start-ups working in Big Data and Analytics, Artificial Intelligence, the Internet of Things, Mobility, Cloud Infra, Fintech and Security – technologies that are reshaping the future of enterprises. Key Awards and Recognitions During the Year Your Company is one of the most admired and recognized companies in the IT industry. During the year, your Company won several awards and accolades, out of which key recognitions are given below: 1. Wipro was recognized as a 2016 World’s Most Ethical Company® for the fifth successive year by the Ethisphere Institute, the global leader in defining and advancing the standards of ethical business practices. 2. Wipro was awarded ‘The ICSI National Award for Excellence in Corporate Governance’ for 2015 by the Institute of Company Secretaries of India (ICSI). 3. Wipro was awarded the ‘NASSCOM Corporate Award for Excellence in Diversity and Inclusion 2016’, in the category of ‘Best Program for Excellence in Gender Diversity’ for having institutionalized robust and successful programs for driving and sustaining gender diversity initiatives, policies and processes. 4. Wipro has been recognized as a member of the global Dow Jones Sustainability Index for the sixth year in succession. Management Discussion and Analysis Report In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis report on your Company’s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are presented from pages 24 to 64 of this Annual Report. The MD&A report Wipro Limited 67 provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by Regulation 34 of the Listing Regulations with Stock Exchange on Business Responsibility Report. Therefore, no separate section on Business Responsibility Report is published. III. Governance and Ethics Corporate Governance Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of Wipro, which form the core values of Wipro. These guiding principles are also articulated through the Company’s code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy. As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from V. Sreedharan & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is given from page no. 109 onwards. Board of Directors Board’s Composition and Independence Your Company’s Board consists of global leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31, 2016, the Board comprised four executive directors and seven non- executive Independent Directors. Definition of ‘Independence’ of Directors is derived from regulation 16 of the Listing Regulations, NYSE Listed Company Manual and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence. Based on the confirmations/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 appointed as Independent Directors with effect from April 1, 2016. Number of Meetings of the Board The Board met six times during the financial year 2015-16 on April 20, 2015, June 3, 2015, July 22-23, 2015, October 20-21, 2015, January 4, 2016, and January 16-18, 2016. The maximum interval between any two meetings did not exceed 120 days. Directors and Key Managerial Personnel Pursuant to the recommendation of Board Governance, Nomination and Compensation Committee, the Board at its meeting held on April 20, 2015 approved, subject to members’ approval, re-appointment of Mr. Azim H Premji as Executive Chairman and Managing Director from July 31, 2015 to July 30 2017 and appointment of Mr. Rishad Premji as Wholetime Director for a period of 5 years with effect from May 1, 2015. The aforesaid appointments were approved by the members at the 69th Annual General Meeting held on July 22, 2015. Pursuant to the recommendation of Board Governance, Nomination and Compensation Committee, the Board at its meeting held on January 4, 2016 approved, subject to members’ approval, re-appointment of Mr. T K Kurien as Executive Director designated as Executive Vice Chairman from February 1, 2016 to March 31, 2017 and appointment of Mr. Abidali Z Neemuchwala as Executive Director designated as Chief Executive Officer for a period of 5 years with effect from February 1, 2016. On March 11, 2016, Dr. Patrick J Ennis was appointed as an Additional Director, to serve on the Board as an independent member effective April 1, 2016. Further, on March 29, 2016, Mr. Patrick Dupuis was appointed as an Additional Director, to serve on the Board as an independent member with effect from April 1, 2016. At the 68th Annual General Meeting held on July 23, 2014, Mr. N Vaghul and Dr. Ashok S Ganguly were appointed as Independent Directors to hold office up to July 31, 2016 and Mr. M K Sharma was appointed as Independent Director to hold office up to June 30, 2016. Considering their immense contributions to the Company and pursuant to the recommendation of Board Governance, Nomination and Compensation Committee, the Board at its meeting held on April 20, 2016 appointed Mr. M K Sharma as Additional Director with effect from July 1, 2016 and decided to place the proposal for re-appointment of Mr. N Vaghul and Dr. Ashok S Ganguly as Independent Directors for a further term of 3 years up to July 31, 2019 and Mr. M K Sharma as Independent Director for a further term of 5 years up to June 30, 2021, for approval of the members at the 70th Annual General Meeting. The term of office of Dr. Jagdish N Sheth expires on July 18, 2016. Further, Dr. Patrick J Ennis and Mr. Patrick Dupuis were The Company has received separate notices under section 68 Annual Report 2015-16 160 from members, along with the requisite deposit, signifying their intention to propose appointment/re- appointment of Mr. T K Kurien, Mr. Abidali Z Neemuchwala, Dr. Patrick J Ennis, Mr. Patrick Dupuis, Mr. N Vaghul, Dr. Ashok S Ganguly and Mr. M K Sharma as mentioned in the preceding paragraphs. Accordingly, necessary resolutions are being placed for approval of the members at the 70th Annual General Meeting of the Company. Pursuant to provisions of section 152 and Articles of Association of the Company, Mr. Rishad Premji will retire by rotation at the 70th Annual General Meeting and being eligible, has offered himself for re-appointment. Mr. Jatin P Dalal was 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. 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, also acts as CSR Committee Strategy Committee Administrative and Shareholders/Investors Grievance Committee (Stakeholders’ Relationship Committee) Details of terms of reference of the Committees, Committee membership and attendance at meetings of the Committees are provided in the Corporate Governance report from page no. 113 onwards. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board is required to monitor and review the Board evaluation framework. In line with the Corporate Governance Guidelines, Annual Performance Evaluation is conducted for all Board Members as well as the working of the Board and its Committees. 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 Member, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on ratings. The outcome of the Board evaluation for financial year 2015-16 was discussed by the Board Governance, Nomination and Compensation Committee and the Board at their meeting held in April 2016. Policy on Director’s Appointment and Remuneration The Board Governance, Nomination & Compensation Committee has framed a policy for selection and appointment of Directors including determining qualifications and 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. The policy covering these requirements is provided in the Corporate Governance report at page no. 111. We affirm that the remuneration paid to Directors is as per the remuneration policy of the Company. Vigil Mechanism In line with the requirements under Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations, your Company has adopted an Ombuds process which is a channel for receiving and redressing complaints from employees and directors. Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company’s code of business conduct, to the management (on an anonymous basis, if employees so desire). Likewise, under this policy, your Company has 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 investigation. Mechanism followed under Ombuds process is appropriately communicated within the Company across all levels and has been displayed on the Company’s intranet and website at www.wipro.com. The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism. No personnel of the Company was denied access to the Audit, Risk & Compliance Committee. Related Party Transactions As a part of its philosophy of adhering to highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm’s length. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transacations has been placed on the Company’s website. All Related Party Transactions are placed on a quarterly basis before the Audit, Risk and Compliance Committee and also before the Board for approval. Prior omnibus approval of the Audit, Risk and Compliance Committee is obtained for the transactions which are of a foreseeable and repetitive nature. Wipro Limited 69 The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure I at page no. 74 of this Annual Report. Compliance Management Framework Your Company has a robust and effective framework for monitoring compliances with applicable laws. The Board has approved a Global Statutory Compliance Policy providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances real-time and provide update to senior management and Board on a periodic basis. The Audit, Risk and Compliance Committee and the Board periodically monitor status of compliances with applicable laws based on quarterly certification provided by senior management. Directors’ Responsibility Statement Your Directors hereby confirm that: (a) (b) (c) (d) (e) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; 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; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the Directors have prepared the annual accounts on a going concern basis; and the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and 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, 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. Wipro Employee Stock Option Plans (WESOP)/ Restricted Stock Unit Plans In order to motivate, incentivize and reward employees, your Company has instituted various employee stock options plans/restricted stock unit plans from time to time. The Board Governance, Nomination and Compensation Committee administers these plans. The stock option plans are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“Employee Benefits Regulations”) and there have been no material changes to these plans during the financial year. Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under Employee Benefits Regulations read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are available on the Company’s website at http://www.wipro.com/investors/ financial-information/annual-reports/. 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. Wipro Equity Reward Trust (WERT) is an ESOP Trust set up by your Company. Pursuant to approval by the shareholders at their meeting held in July 2014, the Company is authorized to transfer shares from the WERT to employees on exercise of vested Indian RSUs. Particulars of Employees 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 II to this report. A statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of ₹60 lakhs or more, employees employed for part of the year and in receipt of ₹5 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure III to this report. IV. Internal Financial Controls and Audit Internal Financial Controls and their Adequacy The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.  Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. 70 Annual Report 2015-16 Risk Management Given the diversified scale of operations, your Company has put in place an Enterprise Risk Management (ERM) framework and adopted an enterprise risk management policy based on globally recognized standards. The ERM framework is administered by the Audit, Risk and Compliance Committee. The objective of the ERM framework is to enable and support achievement of business objectives through risk-intelligent assessment while also placing significant focus on constantly identifying and mitigating risks within the business. Further details on the Company’s risk management framework is provided in the Management Discussion and Analysis report. Statutory Auditors Pursuant to the provisions of section 139 of the Companies Act, 2013, an audit firm can act as auditors for a maximum tenure of two terms of 5 consecutive years. For the purpose of reckoning this limit, existing tenure of the auditors needs to be counted. However, companies have been given a transition time of 3 years from April 1, 2014 to comply with this provision. Accordingly, the Company’s auditors M/s BSR & Co. LLP, (Registration No.101248W/W-100022) Chartered Accountants, Bangalore, who retire at the ensuing Annual General Meeting, may continue as statutory auditors for auditing financial statements for the financial year ending March 31, 2017. M/s BSR & Co. LLP have confirmed their eligibility and willingness to accept office, if re-appointed. Based on the recommendation of Audit, Risk and Compliance Committee, the Board has approved the proposal for placing the matter of re-appointment of M/s BSR & Co. LLP as statutory auditors to conduct audit of financial statements for the financial year ending March 31, 2017 at the 70th Annual General Meeting. A resolution to that effect forms part of notice of the 70th Annual General Meeting sent along with this Annual Report. 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, 2016. Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review. 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 conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2016 is enclosed at Annexure IV to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. V. Social Responsibility and Sustainability Corporate Social Responsibility Your Company is at the forefront of Corporate Social Responsibility (CSR) and sustainability initiatives and practices. Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. Your Company has been involved with social initiatives for more than decade and a half and engages in various activities in the field of education, primary healthcare and communities, ecology and environment, etc. Your Company has won several awards and accolades for its CSR and sustainability efforts. As per the provisions of 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 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 ₹1,598 million towards CSR activities during the financial year 2015-16. The contents of the CSR policy and CSR Report for the year 2015-16 is attached as Annexure V to this report. Contents of the CSR policy is also available on the Company’s website at http://www.wipro.com/investors/corporate-governance/ policies-and-guidelines/. The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies Act, 2013, forms part of Board Governance, Nomination and Compensation Committee. The Committee consists of three independent directors, Dr. Ashok S Ganguly, Mr. N Vaghul and Mr. William Arthur Owens, as its members. Dr. Ashok S Ganguly is the Chairman of the Committee. Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption Details of steps taken by your Company to conserve energy through its “Sustainability” initiatives have been disclosed as part of this Annual Report in Management Discussion and Analysis Report. Your Company’s Research and Development (“R&D”) initiatives continue to focus on strengthening and extending its portfolio of IT services across multiple new and emerging technology areas as well as in the intersection of these technologies. Your Company is investing in developing solutions and services around multiple Wipro Limited 71 advanced technology areas (commercial wearables, smart robotics, autonomous vehicles, augmented reality, virtual reality, etc.), co-innovating with customers on emerging themes (Digital), enabling new customer experiences, building its patent portfolio, shaping innovation culture by running a number of initiatives to support and fund ideas and also by working closely with partner/startups ecosystem, academia and expert networks to bring cutting edge innovations to its customers. Your Company has invested in these advanced technologies to strengthen existing capabilities and enhance its platforms for rich customer experience. For example, Wipro Sight solution uses advanced computer vision based algorithms to analyze customer behavior in stores for delivering enhanced in-store retail experience. These investments have resulted in many solution enhancements and new capabilities, which are unique and differentiated in the market. They have also led to multiple patents being applied and granted. Your Company has filed for 514 patents across technology areas in the last financial year. Your Company has extended the applicability of HOLMESTM (Wipro’s Artificial Intelligence platform) to multiple domains and processes to offer verticalised solutions to its customers. Your Company has built a data discovery platform, which provides pertinent business insights across the value chain of an industry through pre-defined applications. Leveraging techniques like visual sciences and story- telling with data, the data discovery platform provides a unique value proposition around accelerating time to market for insights resulting in better adoption of insight driven decision making. Built using best of breed open source technologies, the data discovery platform leverages techniques like machine learning, natural language processing, visualization, stream computing, etc. to bring to the life the hidden insights in large and diverse data sets. Your Company has also built a Big Data Ready Enterprise, which is an open sourced big data product aimed at addressing the complete lifecycle of managing data across the enterprise data lake that makes it possible to ingest, organize, enrich, process, analyze, govern and extract data at a fast pace, thereby significantly accelerating the big data implementation in a cost effective manner. The product is released under the Apache Public License v2.0 and hosted on Github. To drive open innovation efforts for its customers, Your Company is driving many new age innovation initiatives through startups connects, hackathons, ideathons, etc. Your Company is part of various industry and startup forums including the NASSCOM Industry Partner Program (NIPP) that connects promising startups with corporates, to enable partnerships and growth. Your Company is working with various open innovation intermediaries to tap into expert networks across the world to complement our specialists on niche projects to solve complex customer problems involving Artificial Intelligence, Next Gen Architecture, Cognitive Systems etc. Your Company’s academic and research partnerships exist across geographies. Your Company is driving co-innovation with customers on emerging themes, conducting joint research, proof of concepts (POC), pilots etc. Some of the emerging areas include block chain, biometrics, new architectures and smart devices. The innovation incubation center, Technovation Center continues to play a key role in helping customers design, conceptualize, and experience by leveraging future of technologies, industry processes and consumer behavior. The Technovation Center has now evolved into an experience platform to demonstrate the Company’s solutions to its customers. Your Company has started work on its new Technovation Center in Mountain View, California, USA, which would cater predominantly to US & Canada geography customers, when fully operational. Your Company is also building solutions around next generation robotics, drones and autonomous vehicles which combined with the computer vision and cognitive capabilities can address various market needs across industry verticals. Your Company is also working on industrial and enterprise wearable solutions which help improve work force productivity and safety requirements. Your Company has developed a video and sensor based smart parking solution which is useful in a smart city context to dynamically assess parking availability across locations, reservation and demand based pricing. Your Company has developed a smart healthcare solution called Wipro AssureCareTM which helps track medication, vital parameters and is used in elderly Care, home monitoring and clinical trials. The research and development expenses for the years ended March 31, 2016, 2015 and 2014 were ₹2,561 million, ₹2,513 million and ₹2,660 million respectively. VI. Other Disclosures Foreign Exchange Earnings and Outgoings During the year 2015-16, your Company’s foreign exchange earnings were ₹ 404,862 million and foreign exchange outgoings were ₹ 208,181 million as against ` 367,665 million of Foreign Exchange earnings and ` 194,308 million of Foreign Exchange outgoings for the financial year 2014-15. Extract of Annual Return Pursuant to section 92(3) and section 134(3)(a), extract of the Annual Return as on March 31, 2016 in form MGT-9 is enclosed as Annexure VI to this report. 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 72 Annual Report 2015-16 occurred during between the end of the financial year to which the financial statements relate and the date of this report. 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. Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2014 Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. A total of 111 complaints of sexual harassment were raised in the year 2015, of which 107 cases were disposed and appropriate actions were taken in all cases within the statutory timelines. Further details are provided on page no. 37 of the Annual Report. Acknowledgements and Appreciation Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the IT Services industry. For and on behalf of the Board of Directors Bangalore June 3, 2016 Azim H Premji Chairman Wipro Limited 73 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 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 ( 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 : I e r u x e n n A 74 . 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 , 6 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 6 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 l i a t e D . 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 t c a r t n o C f o n o i t a r u D i p h s n o i t a l e R f o e r u t a N 3 8 3 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 - 5 0 - 4 0 - 1 0 4 8 0 4 , 3 7 6 2 , 4 6 7 8 5 6 3 7 5 3 1 0 1 0 5 1 3 8 4 3 5 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 - 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 - 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 ) 6 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 - 2 1 - 1 1 - 1 0 0 3 3 6 9 8 1 4 9 0 2 1 6 1 3 9 3 9 2 0 1 0 2 6 9 4 8 8 9 1 8 3 0 3 5 4 2 5 4 2 7 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 - 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 - 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 - 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 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 a 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 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 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 y t r a P d e t a l e R f o e m a N 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 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 H b m G a i r t s u A y t o g o o n h c e T o r p W l i d e t i i m L o C ) d n a l i a h T ( o r p W i d t L y t P a i l i l a r t s u A s e g o 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 . i d t L a d a n a C s e g o o n h c e T o r p W l 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 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 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 d e t i i m L u g d n e h C 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 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 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 . . . o o z p s d n a o P 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 Annual Report 2015-16       ) n M ` ( t n u o m A s m r e t t n e i l a S t c a r t n o C f o n o i t a r u D i p h s n o i t a l e R f o e r u t a N 8 8 3 2 1 1 3 1 8 4 1 7 2 0 1 2 8 5 2 5 7 2 1 0 2 1 6 0 0 . 7 9 5 5 0 . 5 5 0 . 5 8 1 2 3 3 9 4 0 . 4 4 1 . 5 9 1 0 . 8 1 0 . 2 6 0 . 9 2 2 3 , 2 3 5 1 , 7 0 5 1 , 7 0 0 2 , 3 2 8 9 9 7 7 9 7 9 3 5 1 3 4 8 9 3 8 2 3 8 9 4 6 0 2 8 4 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 - 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 - 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 - 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 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 - 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 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 - 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 1 0 2 - 4 - 1 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 y c i l o P ) T P R ( i g n o g n O - 4 1 - 4 0 - 1 0 n o i t c a s n a r T y t r a P d e t a e R l r e p s A s r o t c e r i d y b d e l l o r t n o c y t i t n E 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 - 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 - 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 - 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 - 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 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 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 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 y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A 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 i g n o g n O 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 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 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 p u o r G r e t o m o r P 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 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 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 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 s e c i v r e S l e v a r T o r p W i d t L K U l i a t e R 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 i l h b m G s e g o o n h c e T 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 . 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S l a g u t r o P o r p W i y t r a P d e t a l e R f o e m a N 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 m L e t a v i r P s e s i r p r e t n E o r p W i d e t i i m L e t a v i r P e r a c h t l a e H E G o r p W i . h c e T n o i t a m r o f n I f o e t u t i t s n I M N L d t L y n a p m o C s l e t o H n a d n i I e h T g r u o b m e x u L - l a t t i M l r o e c r A d t L . o C a m a r o n a M a a y a a M e h T l l . d t L . t v P l i a t e R y t i n fi n I d t L y n a p m o C n a t i T d e t i i m L k n a B I I C C I d e t i i m L r a t S e u B l d e t i i i m L s t n a P n a i s A i i l m L e t a v i r P s e g o o n h c e T e c n e g r e v o C a i r t A t n e m p o e v e D l 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 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 k n L y r u t n e C 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 i l h b m G s e g o o n h c e T 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 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 m L K U o r p W i . . . o o z p s d n a o P 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 . 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S l a g u t r o P o r p W i d t L e t P s k r o w t e N o r p W i d e t i i m L u g d n e h C 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 Wipro Limited 75         4 8 5 7 4 3 0 3 0 3 4 2 1 2 1 2 7 1 6 1 3 1 0 1 0 1 5 4 1 1 ) 6 4 ( 9 0 0 . 3 1 0 . 1 0 4 4 8 6 4 7 6 5 1 8 3 3 4 8 3 5 1 3 2 8 3 4 4 6 7 2 1 ) n M ` ( t n u o m A 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 - 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 - 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 - 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 - 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 - 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 - 6 1 0 2 - 3 - 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 - 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 - 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 - 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 - 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 - 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 y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A 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 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 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 - 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 t n e m e e r g A 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 y b d e l l o r t n o c y t i t n E 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 s r o t c e r i d y b d e l l o r t n o c y t i t n E 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 - 0 1 - 4 0 - 1 0 i y r a d i s b u S 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 - 4 1 - 8 0 - 6 1 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 g n o g n O s r o t c e r i d y b d e l l o r t n o c y t i t n E 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 d t L a d a n a C s n o i t u o S o r p W l i S / A k r a m n e D t i n g i s e D d t L K U l i a t e R 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 A S a n i t n e g r A s e g o o n h c e T o r p W l i a i s s u R - d e t i i i l m L s e g o o n h c e T o r p W i d e t i i m L ) e p o r u E ( 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 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 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 ) d n a e r I ( l s e c i v r e S g n i c r u o s t u O o r p W i d e t i i m L o C ) d n a l i a h T ( o r p W i d t L y t P a i l i l a r t s u A 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 l e v a r T o r p W i d e t i d e t i i m L ) y r a 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 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 n o i t a d n u o F i j m e r P m i z A d t L n o i t a r o p r o C s t o o R d i a P n o i s s i m m o C d e t i i m L k n a B I I C C I d e t i i m L r a t S e u B l i l h b m G s e g o o n h c e T o r p W i K K n a p a J o r p W i d i a P t n e R d e t i i m L e t a v i r P s e s i r p r e t n E o r p W i d e v i e c e r 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 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 s r e d a r T m a h s a H d e t i i i m L a b a r A o r p W i i m L ) y r a 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 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 d a n a C s n o i t u o S o r p W l 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 Annual Report 2015-16 s m r e t t n e i l a S t c a r t n o C f o n o i t a r u D 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 76                         1 3 2 4 3 1 ) 0 1 ( ) 7 3 ( 1 5 2 5 5 2 2 4 0 0 . 4 0 0 . 2 5 3 2 4 6 0 6 2 4 0 4 4 1 3 2 ) n M ` ( t n u o m A 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 - 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 - 5 1 - 2 1 - 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 - 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 - 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 - 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 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 y b d e l l o r t n o c y t i t n E y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A y c i l o P T P R r e p s A 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 r o t c e r i D r o t c e r i D r o t c e r i D r o t c e r i D r o t c e r i D r o t c e r i D r o t c e r i D r o t c e r i D s e e f e c i v r e S t n e m e g a n a M i g n o g n O s r o t c e r i d y b d e l l o r t n o c y t i t n E s e e f e c i v r e S t n e m e g a n a M i g n o g n O - 4 1 - 4 0 - 1 0 s r o t c e r i d y b d e l l o r t n o c y t i t n E t n e m e e r g A 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 y b d e l l o r t n o c y t i t n E 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 y b d e l l o r t n o c y t i t n E 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 - 4 1 - 4 0 - 1 0 s r o t c e r i d y b d e l l o r t n o c y t i t n E i g n o g n O i y r a d i s b u S s i s a B t s o C l a u t c A n O i g n o g n O - 4 1 - 4 0 - 1 0 s r o t c e r i d y b d e l l o r t n o c y t i t n E 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 y b d e l l o r t n o c y t i t n E t n e m e e r g A r e p s A i g n o g n O - 0 1 - 1 0 - 1 0 i y r a d i s b u S d e t i i m L e t a v i r P s u r p y C o r p W i d e t i i i m L K U s g n d o H 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 t L e t P s k r o w t e N o r p W i s e s n e p x E l e v a r T d e t i i m L e t a v i r P s e s i r p r e t n E o r p W i s n e w O r u h t r A m a l l i W . r M i j m e r P A d a h s i R . r M n e i r u K K T . r M i h s o J h s e m o y V . r M h t e h S h s i d g a J . r D i j m e r P H m i z A . r M y l u g n a G S k o h s A . r D a m r a h S K M . r M e m o c n I l a t n e R . i d t L a d a n a C 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 . c n I s e c i v r e S T I o r p W i d e t i i m L e t a v i r P s e s i r p r e t n E o r p W i d e t i i m L e t a v i r P s e s i r p r e t n E o r p W i d e t i i m L e t a v i r P s e s i r p r e t n E o r p W i d e t i i m L e t a v i r P s e s i r p r e t n E o r p W i d e s a h c r u p t e s s A 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 T S O C U S R 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 d n u o F i j m e r P m i z A n o i t a d n u o F i j m e r P m i z A d e t i i m L e t a v i r P 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 c i v r e S T I t r o p r i A o r p W i e m o c n I t s e r e t n I s m r e t t n e i l a S t c a r t n o C f o n o i t a r u D 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 Wipro Limited a m r a h S K M r o t c e r i D l u h g a V N r o t c e r i D r o t c e r i i D g n g a n a M & n a m r i a h C j m e r P H m i z A 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 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 n a m r i a h C e c i V e v i t u c e x E n e i r u K K T 6 1 0 2 , 3 0 e n u J : l e r o a g n a B 77                                                         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 II of Director’s Report Remuneration paid to wholetime Directors Name of Directors Title Remuneration in fiscal 2016 (` in Crores) Remuneration in fiscal 2015 (` in Crores) Azim H Premji Chairman and T K Kurien Abidali Z Neemuchwala* Rishad A Premji** Managing Director Executive Vice Chairman Chief Executive Officer and Executive Director Executive Director and Chief Strategy Officer 2.17 13.66 11.96 2.15 4.78 9.11 - - No. of stock options/ RSUs granted in fiscal year % increase/ Decrease of remuneration in 2016 as compared to 2015 Excl. WTD Incl. WTD Ratio of remuneration Ratio of remuneration to MRE (1) Ratio of remuneration to MRE and WTD (1) Revenues (2016) Net profit (fiscal 2016) (1) (2) (1) (2) - ( 54.61) 41.33 75,000 49.95 260.19 2,00,000 - - - 227.81 41.33 260.19 227.81 0.00 0.00 0.00 0.00 0.00 0.00 40.95 40.95 0.00 0.00 RSU - 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. * Mr. Abidali Z Neemuchwala was appointed as Chief Executive Officer and Executive Director effective February 1, 2016. The remuneration reported above is for the period from April 1, 2015 to March 31, 2016. ** Mr. Rishad A Premji, was appointed as Wholetime Director effective May 1, 2015. The remuneration reported above is for the period from April 1, 2015 to March 31, 2016. Remuneration paid to Independent Directors Remuneration in fiscal 2016 (` in Crores) Remuneration in fiscal 2015 (` in Crores) No. of stock options/ RSUs granted in fiscal year % increase/Decrease of remuneration in 2016 as compared to 2015 Name of Directors Dr. Ashok S Ganguly N Vaghul M K Sharma William A Owens * Ireena Vittal Dr. Jagdish N Sheth * Vyomesh Joshi * 0.43 0.54 0.42 2.02 0.42 1.56 1.56 0.33 0.44 0.31 1.53 0.29 1.24 1.23 - - - - - - - * figures mentioned against these names are rupee equivalent - as amount paid in USD Remuneration paid to other Key Managerial Personnel (KMP) Name of KMP Title Remuneration in fiscal 2016 (` in Crore) Remuneration in fiscal 2015 (` in Crore) No. of stock options/ RSUs granted in fiscal year 2.47 50,000 % increase/ Decrease of remuneration in 2016 as compared to 2015 54.65 Excl. WTD Ratio of remuneration to MRE Incl. WTD Ratio of remuneration to MRE and WTD 72.95 72.95 Jatin P Dalal M Sanaulla Khan* Chief Financial Officer Company Secretary V Ramachandran** Company Secretary 3.83 0.92 0.10 - 0.78 - - Not Applicable Not Applicable 17.52 1.91 17.52 1.91 * Mr Sanaulla Khan was appointed as Company Secretary effective June 3, 2015 ** Information provided above for Mr. V Ramachandran is for the period from April 1, 2015 to April 22, 2015. Mr. V Ramachandran resigned as Company Secretary with effect from close of business hours of April 22, 2015. 78 Annual Report 2015-16 30.30 22.73 35.48 32.03 44.83 25.81 26.83 Ratio of remuneration Net profit Revenues (fiscal (2016) 2016) 0 0 0 0 0 0 The Median Remuneration of employees (MRE) excluding whole time directors was ` 5,25,000 and ` 5,37,000 in fiscal 2016 and fiscal 2015 respectively. The decrease in MRE excluding the whole time directors in fiscal 2016 as compared to fiscal 2015 is 2.23%. The Median Remuneration of employees (MRE) including whole time directors was ` 5,25,000 and ` 5,37,036 in fiscal 2016 and fiscal 2015 respectively. The decrease in MRE including the whole time directors in fiscal 2016 as compared to fiscal 2015 is 2.24%. The number of permanent employees on the rolls of the Company as of March 31, 2016 and March 31, 2015 was 123,577 and 115,776 respectively. The revenue growth during fiscal 2016 over fiscal 2015 was 8.5% and net profits remained largely stable for the current year as against the net profits of the previous year. The aggregate remuneration of employees excluding WTD grew by 9.15% over the previous fiscal. The aggregate increase in salary for WTDs and other KMPs was 92.85% in fiscal 2016 over fiscal 2015 (Mr. Rishad A Premji and Mr. Abidali Z Neemuchwala were appointed during the year and their remuneration for the period April 01, 2015 to March 31, 2016 is included for this calculation for financial year 2015-16). The market capitalization is ` 1,39,407 crores as of March 31, 2016. The Price Earnings Ratio was 15.6 as of March 31, 2016. The closing price of the Company’s equity shares on the NSE and BSE as of March 31, 2016 was ` 564.25 and ` 563.35 respectively. Company variable compensation philosophy Variable Pay is a mix of financial and qualitative paramenters payable quarterly and adjusted annually. Below are the parameters determining executive director variable pay at Wipro: (1) Revenue Achievement (2) Profitability Achievement (3) Employee Statisfaction (4) Achieving Strategtic Goals (5) Customer Satisfaction Score (CSAT) Component of remuneration to directors and other KMPs Component of Remuneration to directors and other KMP’s Fixed Salary Commission Variable Retirals As a percentage of Gross Revenues for Fiscal 2016 As a percentage of the profits for Fiscal 2016 0.05% 0.32% 0.00% 0.01% 0.01% 0.08% 0.00% 0.02% Total 0.07% 0.43% During fiscal 2016 no employee received remuneration in excess of the highest-paid director. Wipro Limited 79 d e g a n a M l l a b o G - d a e H u B & t n e d i s e r P e c i V . r S t n e d i s e r P e c i V s e c i v r e S i r e c ffi O g n n r a e L f e h C 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 s n o i t a r e p O - d a e h l l a b o G & r e g a n a M l a r e n e G d t L a d n i I a s n a X r e g a n a M l a r e n e G S C T 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 l s n o i t u o S x e F - I l r e g a n a M l a r e n e G s e c i v r e S l a n o i t a n r e t n I l l e D s a c i r e m A , i g n k n a B - t n e d i s e r P e c i V r o n e S i c i n o r t c e E s l l l e b i c e D 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 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 S s m e t s y S G R O e g r a L - y r e v i l e D d a e H & r e g a n a M l a r e n e G s m a r g o r P I S G , d a e H y r e v i l e D l l a b o G & t n e d i s e r P e c i V A & M - d a e H d n a 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 I I N G R O S O T A 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 o t c e S c i l b u P , d a e H l l a b o G & t n e d i s e r P - e c i V n o i t a c u d E r e h g H & i 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 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 r o n e S i r e c ffi O g n i t a r e p O i f e h C d n A t n e d i s e r P t n e d i s e r P e c i V n a m r i a h 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 D T L C M C i a d n I E G L N S B L E H B 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 ) s r y ( 1 3 8 2 2 2 3 2 9 1 6 1 3 2 2 2 4 1 4 2 6 2 6 3 4 2 0 2 6 2 5 2 4 1 1 2 7 2 2 2 3 2 5 2 8 1 9 4 4 1 9 2 5 5 0 5 3 4 0 5 5 4 8 3 5 4 3 4 3 4 7 4 2 5 8 5 6 4 5 4 9 4 7 4 7 3 3 4 8 4 5 4 7 4 8 4 2 4 0 7 6 3 2 5 M B D G P E B , A B M ) B S I ( A B M , E B h c e T B A B M , m o C B A B M A C E B A B M , E B A C E B E B 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 A B M , m o C . B A B M , E B t n e m e g a n a m h c e T B E B A B M , E B E B M B D G P , h c e T M , E B M B D G P ) d r o f n a t S ( g n i r e e n g n E i l a c i r t c e E l M D G P , h c e T B , A C m o C B n i i l a m o p d e t a u d a r g t s o P 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 , 2 3 8 5 3 3 5 1 , , 5 5 9 2 2 2 5 1 , , 8 4 6 2 5 4 6 , , 7 7 7 4 6 2 6 , , 9 6 8 7 6 6 6 , , 9 4 6 9 8 2 0 1 , , 1 6 7 7 4 7 6 , , 6 7 7 6 1 3 7 , , 7 5 8 8 6 4 8 , , 2 9 4 9 4 8 9 1 , , 4 2 3 9 3 6 5 1 , , 7 3 6 6 6 1 6 , , 3 4 1 9 1 3 9 , , 1 4 7 5 8 6 2 1 , , 0 8 8 1 8 5 9 , , 2 6 6 5 2 7 6 , , 5 1 3 3 2 7 8 , , 6 9 9 7 9 8 9 , , 2 9 5 0 0 8 7 , , 8 1 3 8 3 5 6 , , 4 8 9 0 9 6 0 1 , , 4 1 2 8 1 8 7 , , 5 5 1 1 6 6 4 1 , , 0 5 5 9 2 7 1 2 , , 9 3 2 6 6 1 7 , , 2 6 6 8 1 0 8 2 , 9 0 - t c O - 1 1 9 - r p A - 9 2 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 2 0 - l u J - 8 3 0 - r p A - 9 2 1 - v o N - 7 0 0 - t c O - 0 3 1 0 - v o N - 5 3 0 - t c O - 6 1 2 0 - v o N - 1 1 n a r a h k e S a r d n a h C r a k s a h B y a j A r a m u K h t i j A a i r o j a B t i m A i a s e D d n a n A l a s n a B k o A l y h t r u m a n h s i r K g r a G h s e e n A h t n a n A 1 2 3 4 5 6 7 8 9 4 9 - n a J - 3 a h u G n u r A n a g n A 9 8 - r p A - 0 1 i n a J K l i n A 0 1 1 1 0 1 - r a M - 1 1 a r e h K r a m u K l i n A 2 1 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 3 1 4 1 5 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 6 1 2 0 - r p A - 2 2 S V d n v a r A i 7 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 2 1 - c e D - 3 i g n a r a S t n a k s a y A 6 6 - g u A - 7 1 2 0 - r p A - 7 1 i K n a n a m a r b u s a a B l @ @ i j m e r P H m i z A 2 9 - p e S - 3 M B y h t r u m u n a h B 8 1 9 1 0 2 1 2 2 2 3 2 4 2 5 2 6 2 Annual Report 2015-16 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 I I I e r u x e n n A 80 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 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 . r 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 r e g a n a M l a r e n e G d n a s e c n a i l p p A E G g n i t h g L i t n e d i s e r P e c i V C / M t s d n I i n a d n I 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 - 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 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 n o i t i s i u q c A t n e a T - l t n e d i s e r P e c i V 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 e a S l s n o i t a c i n u m m o c e e T l i e w a u H 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 n o i t a v o n n I , l a t i g D i - t n e d i s e r P e c i V d e t i i m L s y s o f n I 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 l a i r t s u d n I , d a e H l l a b o 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 r o n e S i 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 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 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 r e t u p m o C m a y t a S d e t i i m L s e c i v r e S h s k a D s e n i l r i A w N / m K l 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 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 r e c ffi 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 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 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 g n i t l u s n o C t a H n e v e S 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 ) s r y ( 6 1 0 2 9 2 1 2 9 1 4 1 8 2 4 2 5 2 0 2 0 2 3 2 0 2 5 2 2 2 2 2 2 3 8 2 1 3 4 2 7 1 0 2 7 2 9 2 9 2 6 1 7 2 0 4 3 4 1 5 4 4 3 4 7 3 2 5 9 4 0 5 2 4 0 4 7 4 4 4 9 4 4 4 6 4 4 5 0 5 5 5 1 5 1 4 0 4 0 5 1 5 1 5 1 4 3 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 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 A B M E B E B l a m o p D G P i E B , E B D G P C Q S D G P , A B M , c S M . 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d a e H u B & t n e d i s e r P e c i V d t L l e t r i A i t r a h B e c i v r e S r e g a n a M l a r e n e G s e c i v r e S l i a i c n a n F e l c a r O 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 o c l e T d t L l t n e m e b a n E y r e v i l e D l a b o G l i f e h C l t n e m y o p m E t s r i F r e m u s n o C - t n e d i s e r P 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 P s e c i v r e S s s e n i s u B S B R r e g a n a M l a r e n e G d t L s e l i b o m T J 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 l t n e m y o p m E t s r i F r a u l l l e C A E D I T I L A t n e d i s e r P e c i V d t L s t n e m e C s a r d a M n e e r G & t n e m e g a n a M y g r e n E - t n e d i s e r P e c i V e c n a n e t n a M i t n e d i s e r P e c i V T I t c a p n e G M D I & t r o p p u S n o i t a c i l p p A - t n e d i s e r P e c i V o C & n o s u g r e F F A 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 r o n e S i 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 s m e t s y S G S M l e s n u o C l a r e n e G . y D r e y w a L g n i c i t c a r P O R H C & t n e d i s e r P t n e d i s e r P e c i V i a d n I E G s c o d m A O T C - 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 l t n e m y o p m E t s r i F d a e H s s e n i s u B l l a b o G & 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 r e c ffi O y g o o n h c e T f e h C i t n e d i s e r P - e c i V – s c i n o r t c e E a t s i v e e T l l n o i s i v D i r e t u p m o C s t c u d o r P a t a D M C D d a e H e c i t c a r P & r e g a n a M l a r e n e G d t L l e e t S r a g a n a y a j i V l a d n i J 1 3 8 2 6 2 0 2 2 2 7 2 8 2 2 2 9 2 4 1 2 3 8 2 5 2 4 2 4 2 8 2 5 2 8 2 5 2 2 2 3 3 1 3 6 2 3 2 3 2 0 2 9 1 6 2 9 2 5 2 4 1 2 5 2 5 0 5 3 4 4 4 8 4 0 5 3 4 2 5 9 3 6 5 2 5 8 4 9 4 9 4 2 5 6 4 9 4 6 4 7 4 5 5 5 5 1 5 8 4 0 5 8 4 2 4 8 4 2 5 7 4 6 3 ) n o i t a c i n u m m o C M D G P , h c e T B S M M B L L , A B . 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M D G P E B . l & c e E ( E M A I , a m o p D l i E M , c S B . , 0 5 6 7 3 5 2 1 , , 8 4 1 2 8 0 1 2 , , 5 5 8 2 6 9 8 , , 3 5 4 9 7 0 7 , , 3 0 2 7 5 9 7 , , 3 9 0 9 1 7 5 3 , , 4 3 8 2 9 6 9 , , 8 3 4 0 9 5 8 , , 5 8 7 4 7 9 0 1 , , 0 0 6 8 2 8 7 , , 5 8 2 2 2 8 9 , , 8 1 0 4 0 9 5 2 , , 9 0 6 8 9 1 6 , , 7 2 0 4 7 8 6 , , 0 9 0 9 0 2 1 2 , , 4 5 7 2 9 2 8 , , 3 2 5 8 5 7 9 , , 3 6 4 9 5 2 8 , , 1 4 6 2 2 3 0 1 , , 4 2 4 7 7 4 6 , , 3 4 5 2 6 4 7 , , 0 1 5 2 3 8 6 1 , , 4 6 8 5 8 7 9 , , 6 9 7 6 6 8 1 1 , A B D G P , h c e T B c S B . , A C M h c e T M , E B A B M E M , E B A B M E B , 6 6 0 8 4 1 9 , , 6 8 7 3 1 3 7 , , 1 8 9 9 3 2 1 1 , , 7 0 3 5 2 1 8 , , 2 2 8 2 2 7 3 1 , , 3 8 9 4 1 6 7 , , 3 2 1 9 7 6 6 , 4 8 - c e D - 4 a t p u G K h s e n a S j 9 0 1 8 8 - v o N - 6 1 0 9 - r p A - 0 3 0 0 - r p A - 9 1 3 0 - r p A - 3 9 0 - y a M - 1 1 0 1 - v o N - 8 r i a N G h s o h t n a S R K v i j n a S Y h s i t a S e e j r e n a B i k a y t a S a d n a N a d a r a h S l i v o G h b a r u a S r a m u K 0 1 1 1 1 1 2 1 1 3 1 1 4 1 1 5 1 1 4 9 - p e S - 6 1 d a r a h S l a t e e h S 6 1 1 7 8 - b e F - 6 1 2 0 - b e F - 5 2 8 8 - v o N - 6 2 2 0 - v o N - 9 2 m a h a r b A y b S i r o o p a K t i m o S h s o h G o r t i m u o S i h a p p a k n e V A h t a n e e r S a t h e M 2 1 - l u J - 3 2 m a n a h t n a S r a h d i r S 8 9 - y a M - 4 2 9 - b e F - 1 6 9 - y a M - 7 2 9 9 - r p A - 4 1 4 9 - v o N - 1 2 0 1 - y a M - 6 2 a i l l a P s a v n i r S i R o a R s a v n i r S i G N h t a n i r S G n a s a v n i r S i G n a s a v n i r S i j e r o n a T m a r i r S a h t a n a h t i a V i 7 1 1 8 1 1 9 1 1 0 2 1 1 2 1 2 2 1 3 2 1 4 2 1 5 2 1 6 2 1 7 2 1 2 1 - n a J - 2 1 n a s t a v i r S 8 2 1 0 9 - t c O - 3 3 8 - v o N - 8 6 9 - g u A - 9 1 2 9 - g u A - 3 P m a y n a m h a r b u S i K n a n a m a r b u S i L n a n a m a r b u S i n a m a r a t a k n e V e r a h K h s a h b u S 8 9 - y a M - 4 a r a w s e w s i V a h t a j u S 3 1 - b e F - 4 1 6 9 - v o N - 4 6 0 - l u J - 0 1 n a i r e h C a t i n u S h t a n a r d n e r u S a l l e m i r a G y e k r a V l i n u S 9 2 1 0 3 1 1 3 1 2 3 1 3 3 1 4 3 1 5 3 1 6 3 1 9 8 - y a M - 2 2 B h s e r u S 7 3 1 1 9 - c e D - 9 r o o s n a M d e y S 8 3 1 d a m h A 4 1 - t c O - 7 2 r e k k u M i t p u r T 9 3 1 Annual Report 2015-16 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 84 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 c e T i H & g f M - h d S & t n e d i s e r P e c i V s r o s s e c o r p o r c i M a h s U t n e d i s e r P e c i V t n e m e g a n a M t h g R i S A B - H D S & 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 r e g a n a M l a r e n e G t n e d i s e r P e c i V l y g o o n h c e T d e t i i m L T I I N s i s a h p M M B I t n e d i s e r P e c i V e r a w t f o S s i r a o P l t n e d i s e r P e c i V r o n e S i d e t i i m L s y s o f n I r e c ffi O k s i R f e h C i e s u o h r e t a W e c i r P l t n e a T - d a e H & t n e d i s e r P e c i V n o i t a m r o f s n a r T 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 d a c i n U d t L a d n i I e n o f a d o V r e g a n a M l a r e n e G o c s i C d a e H y r e v i l e D t n u o c c A 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 . o C & n o s u g r e F . . F A l t n e m y o p m E t s r i F N S N ) s r y ( 5 1 0 3 8 2 3 2 2 1 4 2 4 2 0 2 2 2 0 3 6 1 4 2 1 3 9 2 4 2 0 4 4 5 2 5 5 4 5 4 9 4 5 4 2 4 7 4 5 5 4 4 7 4 3 5 9 4 7 4 T G M S N I I P D V D A , c S B . E M , h c e T B A C , m o C B c S M , c S B . E B E B E B M D G P , ) D h P ( t n e m e g a n a M n i e m m a r g o r P w o l l e F h c e T M . , ) l a c i n a h c e M ( E B ) l a i c a n h c e M ( E B T G M D N I h c e T M h c e T B A C A , ) s n o H ( m o C B h c e T M , E B a m o p D l i , S C B , 5 4 3 5 3 4 8 , 4 0 - g u A - 0 1 n a m a r a t a k n e V 4 4 1 , 5 6 5 7 8 0 6 , , 4 4 1 7 9 2 6 , , 3 5 9 3 1 7 8 , , 4 7 2 8 2 1 7 , , 8 0 2 5 2 2 2 1 , , 4 0 7 0 8 9 7 , , 1 1 4 0 1 7 1 1 , , 7 0 2 1 4 8 4 1 , , 6 7 7 9 6 7 9 , , 8 6 3 3 3 1 8 , 5 1 - r a M - 4 0 1 - g u A - 3 2 4 1 - b e F - 8 2 a l r e T l a p o g u n e V n a v e d a h a M r a m u k a y a j i V i l l a p a n a s e K a h m i s a y a j i V 5 4 1 6 4 1 7 4 1 0 0 - l u J - 1 n a y a r a N y a n V i 8 4 1 y e l s i D 8 8 - n a J - 3 1 V T r a m u K d o n V i 0 1 - t c O - 1 h a h S r a m u K l a h s i V 9 4 1 0 5 1 a t t a h g u l i l A 2 9 - r a M - 1 p e e D s a w h s i V 1 5 1 1 9 - v o N - 6 r a k r u t n a S s a w h s i V 2 5 1 4 1 - b e F - 6 y m a w s a m a R n a h t a n a w s i V 3 5 1 3 0 - r p A - 8 2 d a s a r P u d d e Y 4 5 1 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 , 2 1 2 9 1 4 7 , , 0 3 5 4 6 3 7 1 , , 8 2 7 3 4 4 6 , , 8 6 3 0 7 6 9 , 2 0 - v o N - 6 6 8 - r a M - 1 3 3 1 - y a M - 1 A n a v e d u s a V R m a h t u y a e V l i n h t i N J V 8 0 - r p A - 0 1 i r i g a m a r i r S t a k n e V l S . o N 0 4 1 1 4 1 2 4 1 3 4 1 Wipro Limited 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 l e e y o p m E e h t f o e m a N 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 i l t v P s e g o o n h c e T L E C X E D I d t L 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 i W & k c o c b a B x a m r e h T r e g a n a M l a r e n e G e v i t u c e x E f e h C i l t n e m y o p m E t s r i F k n a B s d y o L l p p A t e N - r e g a n a M e c n a i l l A l a b o G l h c e t o f n I r a t S e u B l S O 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 i ) e d b r a C r e g a n a M l a r e n e G d a e H e c i t c a r P t n e d i s e r P e c i V i l s e g o o h c e T L C H i k n L s s e n i s u B L E T N I ) s r y ( 6 1 6 2 5 1 1 2 9 2 5 2 0 2 9 2 8 1 8 4 8 4 4 4 8 4 0 5 5 4 3 4 2 5 0 4 s c i n o r t c e E l ) S B H ( P M A , E B S M , A B M , E B , 8 7 1 0 6 7 1 , , 2 4 3 4 7 0 1 , A B M 3 3 2 2 7 5 2 , , l a i r t s u d n I n i a m o p D l i , 6 9 4 5 2 0 1 , A B M 9 8 7 6 7 7 2 1 , , h c e T B , l a m o p D G P i A B M , I E D G P , E B E B , 1 8 9 3 4 5 3 , , 7 5 5 2 3 3 1 , , 9 2 2 0 5 5 1 , E B , A B M 4 6 8 1 9 8 3 , , 6 0 - v o N - 0 3 8 9 - r p A - 5 1 3 1 - l u J - 1 5 9 - l u J - 4 2 5 1 - y a M - 4 1 0 - b e F - 2 1 6 9 - y a M - 5 1 3 1 - l u J - 5 u y r a v h d A B h s i h s A 8 5 1 a h d a h C h s o t u h s A 9 5 1 p a y h s a K d n v a r A i 7 5 1 N r u h t a M l u t A 0 6 1 d a s a r P h s a n v A i 1 6 1 l e u m a S s i x e A l 6 5 1 r a d k S i l u b A 5 5 1 i n a n a m a r b u s a a B l 2 6 1 2 1 - l u J - 2 a v e d u h b a r P n a h t e h C 3 6 1 h s e n a G 85 n o i t a r e n u m e R ) ` ( i g n n o J i l S . o N 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 d a e H e c i t c a r P & r e g a n a M l a r e n e G s r o t o M n a t s u d n H i t n e d i s e r P e c i V d t L t v P a d n i I i a d e M t n e t n o C r e g a n a M l a r e n e G r e g a n a M l a r e n e G t n e d i s e r P e c i V r e g a n a M l a r e n e G s n o i t u o S - l m G 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 t n e c i r A i a d n I i i n m e g p a C i a d n I M B I l t n e m y o p m E t s r i F e s u o h r e t a W e c i r P E R A W D N M L C P I y t i l a u Q n o i s s i M - 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 r e g a n a M i r o n e S d t L s m e t s y S a t a D I S P t n e d i s e r P e c i V T I l s c i r t c e E r e d e n h c S i d a e H p u o r G t v P s r e t u p m o c k e t i r S D T L T V G a d n i I s s e n i s u b s n o i t a r e p O b I - d a e H t v P s e c i v r e S s s e n i s u B S B R r e g a n a M l a r e n e G S S F O 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 M B I d t L r e g a n a M l a r e n e G r e g a n a M l a r e n e G 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 e r u t n e c c A M B I d e t i m L i e t a r o p r o C f o d a e H & r e c ffi O g n i t e k r a M i f e h C s t c a r t n o C d n u o b t u o & R D t n e d i s e r P e c i V e t a i c o s s A t n a t l u s n o C l a p i c n i r P t n e d i s e r P e c i V s m e t s y S t e n g y C d e t i i m L T I I N t e g r a T a y a v A , 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 r e g a n a M l a r e n e G r e g a n a M i r o n e S t n e d i s e r P e c i V s r i a ff A d t L t v P s n o i t u o s E l s y s o f n I . L N S V . . . E M d n a a d n i I t a s C & s p O z i B r e g a n a M l a r e n e G d t L s e v a e r G n o t p m o r C y r a t e r c e S y n a p m o C n o i t a c i n u m m o C n e k s a S 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 d t L c i r t e m o e G i e n L k s r e a M , I S G U N E - d a e H U B & r e g a n a M l a r e n e G r o W e r a w t f o S s u e l c u N r e g a n a M l a r e n e G n o i t a m r o f n I r e i t n o r F d e t i i i m L s e g o o n h c e T l ) s r y ( 7 2 9 2 9 1 3 2 8 2 4 2 7 2 4 2 5 2 7 2 0 2 2 2 3 2 1 2 5 1 8 2 1 3 4 2 4 3 6 1 2 2 4 2 2 3 5 2 3 1 2 2 8 2 8 2 2 2 9 2 0 3 3 2 1 5 4 5 8 4 4 4 5 5 9 4 1 5 7 4 6 4 9 4 3 4 4 4 5 4 1 4 0 4 2 5 6 5 7 4 3 5 4 4 5 4 9 4 4 5 6 4 9 3 5 4 2 5 0 5 6 4 9 4 4 5 6 4 e e r g e D s r e t s a M 8 9 3 9 9 1 6 , , D E S N I - P L G , E B , 0 2 0 1 7 7 5 , L I H P M 1 5 6 3 8 4 2 , , E M 0 8 4 4 0 8 5 , , A B D G P 9 1 4 8 3 8 , l a m o p D G P i , 8 7 7 3 8 8 1 , 5 1 - r p A - 3 2 2 1 - r p A - 2 1 1 - l u J - 1 1 1 1 - g u A - 8 5 1 - c e D - 4 1 y h t a p a d n u k a V i n a s e n a G 6 6 1 n a h o M A l i v a K 8 6 1 l l a h D v a r u a G 7 6 1 a m i l i D d v a D 4 6 1 i i n K r a k a n D i 5 6 1 5 1 - n u J - 5 1 l a u t a v a g a h B a n h s i r K 9 6 1 ) s c i n o r t c e E l l a t i g D i ( E M 3 0 8 4 8 5 , E B 3 9 3 8 8 5 , h c e T B E B , 6 9 3 3 9 5 1 , , 3 1 9 7 7 7 2 , A C , 9 9 1 4 0 9 6 , 5 1 - r p A - 3 1 i n a n a m a r b u S n a n h s i r K 1 7 1 3 1 - r p A - 8 6 1 - r a M - 7 0 1 - r a M - 5 8 9 - n a J - 2 1 i n r a k l u K a h s e w h d a M 2 7 1 e d a y a T h s e g n a M 3 7 1 d a s a r P h s i n a M 4 7 1 B j o n a M 5 7 1 E B , A B M 9 5 9 6 2 8 , 2 9 - c e D - 1 h t a n n a g a J a n h s i r K 0 7 1 E M 6 4 1 0 8 5 , 3 9 - r a M - 1 e h g D i r a k n D i j o n a M 6 7 1 g n i r e e n g n E i l a c i n a h c e M 0 5 1 0 6 7 9 , , h c e T M , h c e T B 1 8 0 7 7 2 , A C A , m o C . B , 5 1 0 9 5 1 5 , A B M 4 6 2 8 7 0 1 , , c S M . , c S B . B L L , 3 3 7 8 9 0 1 , , 7 4 1 9 7 6 1 , A B M 4 0 6 9 4 4 3 , , A C A , s c i m o n o c E ) s n o H ( A B A P C , A C , m o C B E B ) A M I I ( A B M , h c e T . B h c e T . B M D G P , E B M B D G P , 9 4 9 1 8 9 4 , , 3 4 5 1 4 7 3 , , 3 0 1 6 7 8 9 , , 0 8 0 4 4 5 2 , , 1 8 5 9 3 7 1 , , 0 3 9 3 6 2 4 , , 9 1 3 4 3 1 2 , E B , 4 8 9 3 4 4 a m o p D l i 4 6 2 3 9 8 , A B M 1 8 0 0 0 2 1 , , S C , A C , m o C B c S M , c S B . , 9 9 0 5 0 0 1 , , 0 2 4 2 1 2 1 , 8 9 - n u J - 8 9 0 - r a M - 2 8 8 - n a J - 8 1 5 1 - r p A - 3 2 G n a n h s i r k a n a h o M 9 7 1 S n a r a h d i l a r u M 0 8 1 l a w s i a J K j o n a M 7 7 1 l a g a B u n e e M 8 7 1 3 9 - g u A - 2 V N o a R a h m i s a r a N 1 8 1 7 9 - v o N - 3 1 A n a h b a n a m d a P 2 8 1 5 1 - p e S - 7 5 1 - n u J - 5 1 0 0 - n a J - 7 1 0 0 - p e S - 1 l a w r a g A h s u y e P 3 8 1 e e j r e n a B n u s a r P 4 8 1 l a P t a m a K a y e r P 5 8 1 a r d n a h C t e e n u P 6 8 1 7 0 - y a M - 5 1 i l n a v a S m a t o h s u r u P 7 8 1 6 0 - l u J - 7 1 5 1 - v o N - 2 0 0 - r a M - 7 2 4 1 - n u J - 8 1 n a n a y a r a N v e e j a R 1 9 1 h t a p m a S n a j a R 0 9 1 l u o K l u h a R 8 8 1 h a h S l u h a R 9 8 1 3 1 - t c O - 1 r a k e b m A a r d n e j a R 2 9 1 0 0 - g u A - 1 2 3 0 - y a M - 5 V n a r d n a h c a m a R 4 9 1 N h s e j a R 3 9 1 5 9 - r a M - 7 2 h s a k a r P r a k n a h S i v a R 5 9 1 M o a R Annual Report 2015-16 n o i t a r e n u m e R ) ` ( i g n n o J i l S . o N 86 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 l e e y o p m E e h t f o e m a N d n a s e c n e i c S e f i L e r a c h t l a e H - e v i t u c e x E f e h C i e c i v r e S r e g a n a M l a r e n e G r e g a n a M l a r e n e G y r a t e r c e S y n a p m o C i l s e g o o n h c e T t n e c i r A k n a b i t i C d e t i i m L s g n d o H l i e f i L l a i t n e d u r P I C C I I d t L o C e c n a r u s n I d e t i i m L L C H r e c ffi O s n o i t a r e p O s s e n i s u B f e h C i 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 p m o C l o o T n a c i r e m A l e s n u o C l a r e n e G e t a i c o s s A t v P i ) a d n I ( n o s i n n e D y r e v A r e g a n a M l a r e n e G S U P M A C d t L r e g a n a M l a r e n e G r e g a n a M l a r e n e G l t n e m y o p m E t s r i F e r u t n e c c A , t n e d i s e r P e c i V r e d a e L e c i t c a r P e l c a r O - S M A r e g a n a M l a r e n e G s y s o f n I y r e v i l e D s e c i v r e S d e r a h S - r e g a n a M l a r e n e G d a e H y r e v i l e D l a c i t r e V t n a t l u s n o C r o n e S i r e g a n a M l a r e n e G d a e H n a m o D i h c e T s y s o f n I d a e L E O C M C D S C T , . d t L a d n i I s y a W ) s r y ( 5 2 6 1 2 2 5 2 2 2 6 2 2 2 6 1 4 2 1 2 4 2 2 2 7 3 6 2 8 2 6 1 0 2 1 5 8 3 6 4 6 4 5 4 9 4 5 4 1 4 8 4 5 4 0 5 7 4 9 5 1 5 2 5 6 3 4 4 S C F , m o C M 9 9 9 6 2 2 9 , , A B M 2 9 9 9 2 9 1 , , E B , 9 5 9 2 7 1 6 , h c e T M , E B B L L , A B E B E B E B E B , 0 6 3 9 3 6 4 5 , , 3 8 8 8 5 8 1 , , 0 1 5 6 7 3 1 , , 8 5 3 1 6 1 5 , , 6 0 1 8 6 4 6 , , 7 2 6 8 5 7 1 , A B M 7 5 8 4 5 3 1 , , S C , A W C I , m o C B . , 8 4 8 8 1 9 1 , 4 0 - v o N - 1 3 1 - l u J - 5 1 e t u Z k o h s A n h c a S i 7 9 1 n a s a v n i r S i i v a R 6 9 1 5 1 - y a M - 2 1 n a h K a l l u a n a S 8 9 1 d e m m a h o M 2 9 - g u A - 1 i h g n S a t i g n a S 9 9 1 3 0 - g u A - 5 2 2 1 - n a J - 5 2 a d d a g a r t a K h s i t a S 0 0 2 y m a w s e r o D a r d n a h c h s i t a S 1 0 2 4 1 - t c O - 6 a r a v a m m o B r a h d h s a h S i 2 0 2 i h a a n h s i r k a m a R 5 1 - n u J - 2 2 i r a l l a B h t a n a m o S 3 0 2 2 9 - n a J - 4 2 3 1 - n a J - 3 2 a m h a r B d i r h u S 5 0 2 R s a v n i r S i 4 0 2 5 9 - l u J - 7 1 s e d n a n r e F n h o J n a i r e a V l 6 0 2 E S D G P , h c e T B . 4 1 2 2 9 6 , 6 1 - b e F - 2 2 a d d a g a m N t a k n e V i 7 0 2 h c e T B , c S B . E M , E B D G P , 0 8 0 9 9 0 2 , , 6 7 1 9 3 8 2 , , 0 1 7 1 0 1 5 , h c e T B 9 2 1 9 0 3 , S M M , E B , 6 2 2 2 1 4 1 , 6 8 - r a M - 6 i K n a n a m a r b u S a t a k n e V 8 0 2 8 9 - v o N - 2 5 1 - n u J - 5 1 7 0 - g u A - 0 2 2 0 - y a M - 0 2 r a k n a v e R a r d n v a R s a k V i i 1 1 2 n a h t a n u h g a R i a j i V 0 1 2 N h s e t a k n e V 9 0 2 a r o r A l a h s i V 2 1 2 : s e t o N n o i t a r e n u m e R ) ` ( i g n n o J i 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 l e e y o p m E e h t f o e m a N 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 . s e e y o p m e y b y n a f i d e s i c r e x e ) s U S R ( 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 s e t i s i u q r e p s e d u l c n l i o s l a t I . r a e y e h t g n i r u d d a p 3 1 0 2 i 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 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 . y n a p m o C e h t f o r o t c e r i D , i j m e r P H m i z A f o e v i t a e r a s i l y n a p m o C e h t f o t n e m y o p m e e h t n l i s i o h w , i j m e r P A d a h s i R 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 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 s h k 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 s h k 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 e h t n i . 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 . 1 . 2 . 3 . 4 . 5 m e h t o t d e t n a r g ) s U S R ( 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 s e d u l c n l i o s l a t I . s i s a b l a u r c c a n o d e t u p m o c s i r e c ffi O l i i a c i n a n F f e h C d n a s r o t c e r i i D e m T e o h W l f o n o i t a r e n u m e r e h T @ @ . 6 . 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 Wipro Limited 87 Annexure IV 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: March 31, 2016 To, The Members, Wipro Limited, Bengaluru 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 audit period covering the financial year ended on March 31, 2016 (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 for the financial year ended on March 31, 2016 according to the provisions of: The Companies Act, 2013 (the Act) and the rules made thereunder; The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 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. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- a. b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; I. II. III. IV. V. 88 c. d. e. f. g. h. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company during the Audit Period); The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period); 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; The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period); and 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 (c) Software Technology Parks of India rules and regulations (d) Copy Right Act, 1957 (e) The Patents Act, 1970 (f ) The Trade Marks Act, 1999 We have also examined compliance with the applicable clauses of the following: I. II. Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting. Listing Agreements (till November 30, 2015) entered into by the Company with BSE Limited and National Stock Exchange of India Limited and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (From December 01, 2015 to March 31, 2016) Annual Report 2015-16 We have not examined compliance by the Company with 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. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above. 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. 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 based on the review of the compliance/ certificates of the Company Secretary which were taken on record by the Board of Directors, 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. We further report that during the audit period there was no event/action having a major bearing on the Company’s affairs in pursurance of the above referred laws, rules, regulations, guidelines etc. For V. SREEDHARAN & ASSOCIATES Company Secretaries (V. Sreedharan) Partner FCS: 2347; CP No: 833 Bangalore Date: April 20, 2016 Wipro Limited 89 Annexure V: Corporate Social Responsibility Report for the year 2015-16 We present our report on Wipro’s social and environmental initiatives, which are also referred to as CSR, for 2015-16. The year can be characterized as continuity amidst change. While we expanded some of our programs in scale and scope, our basic strategic direction remained the same. This strategic foundation is something that has been built over the last fifteen years since we started our first program in social and community engagement in 2001. The core elements of our strategy are as follows: • • • • • The values of Spirit of Wipro guides all our actions. To conduct our business on sound ethical principles and widely accepted tenets of good corporate governance. This includes compliance in letter and spirit with laws and regulations everywhere we operate. To make our organization more sustainable as defined by the triple bottom-line framework. The primary areas of focus are to (i) reduce our ecological footprint (ii) foster a more diverse, empowered and fair workplace. To engage with identified social challenges in a manner that is deliberative and systemic. We have chosen to focus on Education and Ecology. To work with communities who are proximate to wherever we have significant operational presence. As a global organization, we think that, it is important to try and make a difference to communities everywhere and not only in India. 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 2015-16 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 website www.wipro.com. A. Education Our work in education covers a range of initiatives that span early childhood care and education including school education and higher education and systemic reforms to children with disabilities to sustainability education. Apart from India, we have significant programs in the U.S.A. as well. The common vision that ties this together is our belief that education is a key enabler of change towards a better society A.1 Systemic reforms in school education: Over the past 15 years, we have worked to contribute to systemic reforms in school education in India, through Wipro Applying Thought in Schools (WATIS). The strategy for this has been to support the development and strengthening of institutional capacity, by supporting organizations working in school education reform efforts. We have supported and closely partnered with over 70 organizations in different areas of systemic improvements in school education. The impact of this wide network of education organizations has been noticeable in India’s large education system, including on curriculum, text books, teacher education and capacity, research and school leadership. In addition to developing long term institutional capacity, our work spans 113 educational projects with organizations, involving over 18,600 schools and 34,500 educators across 17 states reaching out to about 4.4 million students. During 2015-16, we initiated a new strategy of accelerating the expansion of our partner ecosystem thereby supporting new ideas and new organizations. Six new partners were added during the year. Two of these new initiatives form part of our seeding strategy to support new or early stage ideas from committed and competent young people. We supported a total of 22 organizations during the year for work that tries to address critical issues in the quality of teaching, learning, educational material and the school environment. As part of the advocacy of such issues, the 16th national forum was organized – a unique platform that brings together the best minds in education in the country to deliberate and exchange thoughts and ideas on some of the important issues in education. A.2 Education for the Proximate Disadvantaged: Education is so critical that it is necessary, to engage on multiple fronts. While systemic reforms will continue to be an important area for us, we also have a large program that is designed for more direct impact on disadvantaged children. Run through Wipro Cares, the employee- supported trust of Wipro, the program reached out to more than 65000 children in seven states. The number of projects in this area increased from 11 in the previous year to 16. One of the projects that we started during the year was in Nagaland in North-East India which is relatively underserved with respect to development. The projects cover disadvantaged children of migrant labourers, from tribal communities, urban slums or street children. An important initiative that we started in the previous year was on children with disability. This has scaled in size and scope significantly with 12 running projects that reach out to 2,500 children with disability who are also from socioeconomically underprivileged backgrounds. Education for such disadvantaged sections is never about 90 Annual Report 2015-16 just schooling. It is linked to a whole host of other enabling factors like availability of nutrition, community support, specially trained teachers, assistive technology, and access to healthcare etc. Our approach tries to integrate these dimensions to the extent possible. Our work in this space covers multiple categories of disability and focuses on early intervention and inclusive education. A.3. Science Education in the U.S.A.: The Wipro Science Education Fellowship (SEF) is a significant program that is focused on contributing to improving Science and Math education in schools that serve disadvantaged communities in US cities. This initiative is aligned with the U.S. federal government’s priority on improving science and math education in their school system. The program is currently running in Chicago, New Jersey, New York and Boston. 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. 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 current commitment of Wipro to these programs is about 7.8 million USD over a period of 5 years, one of the largest such commitments made by a non-US company to the cause of improving science and math education out there. While this expenditure is not allowed under the CSR rules of the Companies Act 2013, we think that it is important to include this as part of our report. We would like to highlight the underlying principle here that corporations must engage with social issues and with communities wherever they have large operational presence in the world. A.4 Sustainability Education: Through Wipro-earthian we try and bring together two of our key concerns: Education and Sustainability. The program completed its fifth year in early 2016 and saw a significant expansion to 10,000 students and 2,200 school teachers across 2,000 schools in 45 districts across 21 states. During the year, we forged new partnerships with civil society organizations and government bodies enabling us to expand our reach in the states of Punjab, Sikkim, Himachal Pradesh, Odisha, Tamil Nadu and Kerala. Our expanded reach also included the new languages of Tamil, Malayalam and Marathi in which schools could participate and submit entries. Our engagement with colleges on incorporating sustainability into higher education saw several strategic initiatives started during the year. These include support for sustainability research as part of the doctoral program at IIM-Bangalore, partnering with IIM-Indore in curricular development of a course on sustainability and a strategic collaboration with Xavier University, Bhubaneswar for their newly initiated School of Sustainability. A.5 Technology Education: Given that IT Services industry contributes nearly 10 % of India’s GDP and employs more than 10 million people, its importance to the Indian and global economy is unquestionable. People with the right skills and competencies form the bedrock of IT services organizations. The challenge for the Indian IT industry going forward would be to ensure that the skills required for the rapidly changing dynamic of the industry are met. As a leading company in this sector, we have always owned this as a primary responsibility. We have been doing this on two important dimensions: (a) Imparting post-graduate education in engineering and technology to science graduates as the foundation for further skills development in IT and (b) Capacity building among the faculty of engineering colleges. The Wipro Academy of Software Excellence (WASE) program helps Science graduates to study for a Master’s 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 more than 25000 students to graduate from the WASE and WISTA programs with an MS degree in Software Engineering. During 2015-16, the total number of new entrants into the two programs was 1810 while the aggregate strength across four years was 13805. 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 28,830 faculty members across 1300+ engineering colleges in 30 states. The work involves faculty capacity development, and curricular improvement. The initiative has also catalyzed more than 500 student projects. B. Working with Communities Everywhere A primary tenet of our CSR strategy is that we must engage with communities proximate to wherever we have significant operational presence in the world. In particular, we choose to work with underprivileged communities. This is organized through Wipro Cares, a unique trust that is based on the operating model of employee contributions matched by Wipro Ltd. Our work spans primary health- care, education, and ecology and disaster rehabilitation. Of these, we have already spoken about our work on community education in A2 above. We articulate our work and progress on the other dimensions below: B.1 Primary Health Care: 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, affordable, good-quality health care. Wipro Cares works with partners Wipro Limited 91 who oversee the delivery of good quality primary health care services to underserved communities covering more than 30000 people in 59 villages across Nagaland and Maharashtra. The North-East is relatively underserved in terms of development and therefore, we thought that it is imperative to start engaging there. Our work in Nagaland is in remote, inaccessible villages where health care access has been weak or non-existent till now. Similarly, the work that we support in Maharashtra is in the remote tribal district of Gadchiroli. In both instances, the primary goals are to build the capacity of the local community in managing their health needs, to augment government infrastructure and in training health workers to address the unique needs of the communities. B.2 Disaster Rehabilitation: Natural disasters like earthquakes, floods and cyclonic storms are an unfortunate fact of life. Whenever these happen, the disadvantaged sections get affected the most as the already fragile basis of their livelihoods gets further disrupted. Starting with the Gujarat earthquake in 2001, we have responded 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. However, there are exceptions like the December floods in Chennai when we have also got involved in short term relief measures. During 2015-16, ’Unnati’ the rehabilitation project that we had initiated the previous year in Uttarakhand progressed well on multiple fronts. Our program seeks to strengthen local livelihoods of communities in 22 villages in the Uttarkashi district through improved farming practices in organic agriculture. A farmers’ cooperative was set up during the year to strengthen market linkages, a crucial element in the whole value chain. Chennai saw unprecedented rains, floods and widespread damage in December 2015. The situation required immediate actions on several fronts. We partnered with Goonj to provide relief in terms of dry rations, food and other essentials to thousands of flood affected people in Chennai, Tiruvallur, Kanchipuram and Cuddalore districts. As always, our employees rose up to the occasion by contributing generously and going the extra mile in volunteering for on-the-ground support. B3. International Chapters: We initiated support for a unique program in North America in partnership with Washington based First Book. The program seeks to encourage reading by providing free books to libraries of schools that primarily serve underprivileged children. Wipro employees across USA and Canada contributed generously in terms of both, money and efforts. This along with Wipro’s own funding support made it possible to donate more than 35000 books and education resources. Our Romania, Portugal and Philippines chapters also saw a wide variety of employee activities covering areas as diverse as school education, support for the elderly and enhancing urban tree cover. C. Ecology & Environment Managing economic development in a manner that does not compromise the ecological integrity of the environment has posed one of the biggest challenges to mankind. It will be even more so in the coming decades of this century. The manifold problems of climate change, water scarcity, biodiversity loss and pollution require all stakeholders to act. Responsible corporations can make a significant difference by aligning their resources, energy and commitment with these problems in a purposeful way. 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 salient highlights of our work in 2015-16. C.1 The Challenges of Urban Water: Water scarcity is perhaps the top most challenge that faces large parts of the world including India. Many cities in India face this problem in varying dimensions. The city of Bangalore has seen plummeting ground water tables in the past few years, especially in suburban areas like Sarjapur where we have a large presence. Over the past three years, we have initiated strategic programs that seek to involve multiple stakeholders in systemically understanding and addressing the water problem. The “Participative Ground Water Program” in its second year, tries to address this problem in the Sarjapur area in Bangalore which is completely dependent on groundwater. By involving citizens, water experts and the government, we plan to develop model solution templates that combine the science of aquifers, crucial regulatory changes and active involvement of citizen groups in exchanging and implementing good practices in rainwater harvesting and wastewater treatment. In parallel, the larger city-wide movement on water through the Karnataka State Water Network has developed good traction with five geographic clusters and a lake cluster working on several initiatives together. C.2. Urban Biodiversity: 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 two projects are in our Electronic City, Bangalore and Pune campuses. After completing the first phase of the butterfly park in the E-City campus, the second phase of creating an aquatic wetland zone is in an advanced stage of completion. The Pune campus has also seen a transformation over the last two years. While the number of native species has trebled, the creation of specific ecological spaces within the campus – for example, an herbal garden and a kitchen 92 Annual Report 2015-16 garden – serves to illustrate the multidimensional benefits of biodiversity. The importance of biodiversity being what it is, we have made it a central plank of our sustainability education program, Wipro-earthian as well as with our own employees. C.3 Urban Waste Management: Effective management of urban solid waste continues to be a high priority challenge for 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. In this regard, we continued to strengthen a project that we had initiated in 2014-15 which focuses on providing social, nutritional and health security to nearly 2000 workers in the informal sector in Bangalore’s waste management space. In addition, the program also provides a comprehensive skills upgradation program for about 200 such workers. Here, let us emphasize that in our internal operations, we continue to maintain the highest standards of waste management – more than 95% of our solid waste, including e-Waste, is processed or disposed safely. In addition, we have been actively supporting advocacy on effective handling of e-waste management at industry and civil society forums. 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 50,000 Wiproites are contributors to Wipro Cares making this possibly the largest such initiative in India and one of the largest in the world. During 2015-16, nearly 7500 employees from across 21 chapters collectively spent more than 13600 hours in voluntary engagement on a wide range of social initiatives. Involved and engaged employees add great value to our programs. It also enhances their own sense of larger purpose and alignment with the Company’s Values. In conclusion, we would like to emphasize that running our CSR initiatives on a bedrock of good governance is a matter of the highest priority. We do this by combining multiple elements: (a) Robust board oversight through regular updates and quarterly reviews (b) Large programs like Wipro Cares and Wipro Applying Thought in Schools have their own board of trustees / governance committees that validate all important decisions and provide direction (c) Transparent and comprehensive reporting of our CSR programs in the public domain so that all stakeholders can provide feedback. We will continue to ensure that Wipro’s social initiatives build on the foundation of the past while remaining alive to the changes needed in the future and responding proactively. Our work will be meaningful, relevant and long-term oriented rather than being driven by mere compliance. Wipro Limited 93 1. 2. 3. 4. 5. 6. 7. Summary of CSR spend for 2015-16 A brief outline of the Company’s CSR policy, including overview of the projects or programs undertaken or proposed to be undertaken is available at www.wipro.com. Details are provided as part of Board’s Report on page no. 90-93. 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 Dr. Ashok Ganguly, Mr. N Vaghul and Mr. William Arthur Owens. During the financial year 2015-16, the Committee met five times and in each of the meetings, update on CSR initiatives were discussed. Average Net Profit of the Company for the last three financial years: ` 78,002 Million Prescribed CSR Expenditure (two percent of the amount as in the point 3 above): 2% of the average PBT for the financial years 2013-14, 2014-15 and 2015-16 amounts to ` 1,560 Million; against this, our CSR spending for 2015-16 was ` 1,598.22 Million. Details of the CSR spent during the financial year: a) b) c) Total amount to be spent for the financial year: ` 1,560 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 2015-16 along with the geographies. The list of partners with whom 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. Hence, we have considered to report “cumulative expenditure up to previous reporting period” and “cumulative expenditure up to reporting period”. 8. All our programs are executed and implemented through our partners. The figures under the last column therefore are entirely through our partners. Sl. No 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 Community Healthcare Tuensang (Nagaland), Gadchiroli (Maharashtra) 1 2 Providing preventive and curative health services with specific focus on malnutrition and infant mortality rate. Education for Underprivileged in proximate communities Education for Underprivileged Systemic reform in school education in India Education: Systemic Reforms Mumbai, Pune (Maharashtra), Bangalore (Karnataka), Hyderabad (Telangana), Kolkata and Sunderbans (West Bengal), Chennai (Tamil Nadu), New Delhi, Dimapur (Nagaland) Bongaigaon, Kokrajhar (Assam), Meghalaya, Unakoti, Sepahijala, North District (Tripura), Kolkata (West Bengal), Nainital, Almora (Uttarakhand), Bilaspur, Hamirpur, Mandi, Palampur, Shimla, Solan (Himachal Pradesh), Chandigarh, Punjab, Gurgaon (Haryana), Delhi, Bharatpur, Jaipur, Phagi (Rajasthan), Bhopal (Madhya Pradesh), Kutch, Panchmahal (Gujarat), Mumbai, Wardha (Maharashtra), Bangalore, Chamrajnagar, Koppal, Mysore (Karnataka), Hyderabad (Telangana), Kurnool (Andhra Pradesh), Chennai, Kanchipuram, Salem, Vellore (Tamil Nadu), Kerala Delhi (Delhi), Hyderabad (Telangana), Bengaluru (Karnataka), Jaipur (Rajasthan), Mumbai, Pune (Maharashtra), Chennai (Tamil Nadu) (` in Million) Amount Outlay (Budget) project or Program Wise Amount spent on the projects or Programs Cumulative expenditure upto previous reporting period Cumulative expenditure upto reporting period Amount spent : direct or through implementing agency 4.00 3.80 12.70 16.50 3.80 16.00 17.90 26.00 43.90 17.90 56.80 61.63 71.70 133.33 61.63 28.00 27.75 24.40 52.15 27.75 45 districts in 21 states of India 19.80 22.50 25.10 47.60 22.50 Higher Education for skills building Bangalore, Karnataka 948.90 961.63 772.50 1,734.13 961.63 Engineering Education All parts of India 10.00 6.56 8.00 14.56 6.56 Education for Children with Disability Sustainability Education 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 94 Annual Report 2015-16 Sl. No 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 3 Ensuring environmental sustainability, ecological balance, Agroforestry Water Bangalore, Karnataka Biodiversity Bangalore, Karnataka; Pune, Maharashtra Energy Bangalore, Karnataka; Pune, Maharashtra Waste Management Sustainability Advocacy and Research Bangalore, Karnataka Bangalore, New Delhi, Mumbai, Bhubhaneshwar and others (not location dependent) (` in Million) Amount Outlay (Budget) project or Program Wise Amount spent on the projects or Programs Cumulative expenditure upto previous reporting period Cumulative expenditure upto reporting period Amount spent : direct or through implementing agency 4.00 6.00 450.00 1.50 3.00 7.10 466.32 1.50 4.10 8.10 361.00 1.40 7.10 15.20 827.32 2.90 3.00 7.10 466.32 1.50 9.00 11.93 7.40 19.33 11.93 4 5 Total Rural Development projects Rural livelihood programs Uttarkashi (Uttarakhand) 3.00 2.80 4.60 7.40 2.80 Providing essential materials to those affected by natural disasters Disaster Relief Chennai, Kancheepuram, Cuddalore, Thiruvallur (Tamil Nadu) 3.00 3.80 - 3.80 3.80 1,560.00 1,598.22 1,327.00 2,925.22 1,598.22 Note : Listing of implementing partner details are provided below. 9. 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) Jodogyan Shiksha, Delhi Jubayer Masud Educational Charitable Trust, Assam Implementing Partner Details: 1. 2. Vikramshila Education Resource Society, Kolkata 3. Shikshamitra, Kolkata 4. Pratham, Delhi 5. Shiksharth, Delhi 6. 7. Digantar Khelkud Evam Shiksha Samiti, Jaipur 8. Eklavya, Bhopal 9. Muskaan, Bhopal 10. Janvikas, Ahmedabad 11. Akhil Bharatiya Nai Talim Samiti, Wardha 12. Avehi Public Charitable Trust, Mumbai 13. Vidya Mytri, Koppal 14. Nature Conservation Foundation, Mysore 15. Punarchith, Chamrajnagar 16. Ashoka Trust for Research in Ecology and Education, Bengaluru 17. DOST Educational Foundation, Bengaluru 18. Gubbachi, Bengaluru 19. National Centre for Biological Sciences, Bengaluru 20. The Teacher Foundation, Bengaluru 21. Center for Learning, Bengaluru 22. EZ Vidya Pvt. Ltd, Chennai 23. Goodbooks Trust, Chennai 24. The Tiny Seed, Kottayam 25. Bangalore Little Theater 26. ATREE 27. CEE 28. BIOME Trust 29. Factor Four 30. CSTEP Bangalore 31. IIM Bengaluru 32. IIM Ahmedabad 33. Dakshin Foundation 34. RV College of Engineering Bengaluru 35. Xavier University Bhubaneshwar 36. CPREEC - Chennai 37. Eco-concept 38. AZTEC 39. Himachal State council for Science and Technology Sd/- Ashok S Ganguly (Chairman of Board Governance, Nomination and Compensation Committee) 40. Delhi Education Department 41. Yuvasatta 42. Punjab state council for science and technology 43. ENVIS Sikkim 44. Nature Forever Society 45. BIOME Trust 46. Carbon Disclosure Project 47. ACWADAM 48. Hariyalee Landscapes 49. Smart Cities India Foundation 50. Confederation of Indian Industry 51. Ananya Trust, Bangalore 52. Aseema, Mumbai 53. ASHA Foundation, Bangalore 54. Ashray Akruti, Hyderabad 55. Association for Rural and Urban Needy (ARUN), Kolkata 56. Community Educational Centre Society (CECS) Nagaland 57. Door Step School (DSS), Pune 58. Eleutheros Christian Society (ECS), Nagaland 59. Goonj, Chennai 60. Gosaba Pachayat Committee, Sunderbans 61. Hasiru Dala, Bangalore 62. Magic Bus, Bangalore 63. Dnyangangotri Pratishthan, Pune 64. National Association for the Blind (NAB), Delhi 65. Olcott Education Society, Chennai 66. Prayas, Jaipur 67. Shri Bhuvaneshwari Mahila Ashram (SBMA), Uttarkashi 68. Shri Sadguru Sai Baba Seva Trust, Pune 69. SEARCH, Gadchiroli 70. SOPAN, Mumbai 71. Suniye, Delhi; Swadhar IDWC, Pune 72. Swanthana, Bangalore 73. The Association of People with Disability (APD), Bangalore 74. The Institution of Social Studies Trust (ISST), Delhi 75. Towards Future, Kolkata 76. V-Excel Education Trust, Chennai 77. Youngistaan Foundation, Hyderabad 78. Wipro Cares, Bangalore - Independent Public Trust Wipro Limited 95 Annexure VI Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31 March 2016 [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: CIN i. ii. Registration Date iii. Name of the Company iv. Category / Sub-Category of the Company v. Address of the Registered office and contact details vi. Whether listed company vii. Name, Address and Contact details of Registrar and Transfer Agent, if any L32102KA1945PLC020800 December 29, 1945 Wipro Limited Public Limited Company - Limited by Shares/Indian Non-Government Company. Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore – 560035 Ph: 080 28440011, Fax: 080 28440051 Yes Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 Tel: +91 40 67161500 Fax: +91 40 23440674 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 Company Address of the Company CIN/GLN Sr. No. 1. Wipro LLC (formerly Wipro Inc.) 2 Tower Center Blvd, Suite 2200; East Brunswick, NJ 08816, USA 2. Wipro Gallagher Solutions, 810 Crescent Centre Drive, Suite 400, Franklin, TN 37067, USA Inc. 3. Opus Capital Market Consultants LLC 100 Tri State International, Ste, 300A Lincolnshire, IL 60069, USA 4. Infocrossing, Inc. 2 Christie Heights Street, Leonia, NJ 07605, USA 5. Wipro Promax Analytics 2 Tower Center Blvd, Suite 2200; East Brunswick, NJ 08816, USA Solutions LLC 6. Wipro Data Centre and Cloud 2 Christie Heights Street, Leonia, NJ 07605, USA Services, Inc. 7. Wipro Insurance Solutions 1209, Orange St, Wilmington, New Castle Country-19801, USA LLC 8. Wipro IT Services, Inc. 2 Tower Cenyer Blvd., Ste. 2200, East Brunswick NJ. 08816, USA 9. Wipro Solutions Canada Atco Center,909 11th Ave SW,Calgary, AB T2R 1L7, Canada Limited 10. HPH Holdings Corp. 11. Wipro Japan KK State of Delaware, 1209 Orange Street, City of Wilmington, Country of New Castle, 19801, USA Yokohama Landmark Tower 26F #2605, 2-2-1-1 Minato-Mirai 2208126 Yokohama, Kanagawa, Japan N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Holding/ Subsidiary/ Associate % of shares held Applicable Section Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) 96 Annual Report 2015-16 Name of the Company Address of the Company CIN/GLN Sr. No. 12. Wipro Shanghai Limited F3, bldg9, Zhangjiang Hi-Tech Park, Shanghai, Chna 13. Wipro Information Hoogoorddreef 15, 1101 BA Amsterdam, The Netherlands Technology Netherlands BV 14. Wipro Chengdu Limited 3/F, A3, Building, Tianfu Software Park, Tianfu Avenue, Hi-Tech Zone, Chengdu, China – 610041 15. Wipro (Thailand) Co Limited 152, Chartered Square Building, Unit 17-02B, North Sathorn 16. Wipro Australia Pty Limited Road, Kwaeng Silom, Khet Bangrak, Bangkok, Thailand 1198 Toorak Road Camberwell Melbourne Victoria 3124, PO Box 1143 Hartwell Victoria 3124 Australia 17. Wipro Technologies Limited, str. 1, 109028, dom 13, Khokhlovsky pereulok Moscow, Russia Russia 18. Wipro Promax Holding Pty Unit 1, 7 Sky Close, Taylors Beach NSW 2316, Australia Limited 19. Wipro Technologies Australia Pty Ltd Unit 1, 7 Sky Close, Taylors Beach NSW 2316, Australia 20. Wipro Promax IP Pty Limited Unit 1, 7 Sky Close, Taylors Beach NSW 2316, Australia 21. PT WT Indonesia Regus Jakarta Menara Standard Chartered 30/F Menara Standard Chartered Jl. 164 Jakarta. 12930. Indonesia N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Holding/ Subsidiary/ Associate % of shares held Applicable Section Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) 22. Wipro Travel Services Sarjapur Road, Doddakannelli, Bangalore 560035, India U91200KA1996PLC020622 Subsidiary 100 2(87) Limited 23. Wipro Holdings (Mauritius) IFS Court, Twenty Eight, Cybercity, Ebene, Mauritius N/A Subsidiary 100 2(87) Limited 24. Wipro Trademarks Holding Sarjapur Road, Doddakannelli, Bangalore 560035, India U93090KA1982PLC021795 Subsidiary 100 2(87) Limited 25. Wipro Networks Pte Limited 31, Cantonment Road, Singapore 089747 26. Wipro Technologies SDN BHD Suite 702, 7th floor, Wisma Hangsam, Jalan Hang lekir, 50000, Kualalumpur, Malaysia N/A N/A Subsidiary Subsidiary 100 100 2(87) 2(87) 27. Wipro Airport IT Services Sarjapur Road, Doddakanelli, Bangalore 560035, India U72200KA2009PLC051272 Subsidiary 100 2(87) Limited 28. Wipro BPO Philippines Limited, Inc. Cebu IT Tower 1 corner Archbishop Reyes Avenue and Mindanao Street, Cebu Business Park, 6000 Cebu City,Cebu, Philippines 29. Wipro Information 7, Azattyk Ave., Atyrau city, Kazakhstan Technology Kazakhstan LLP 30. Wipro IT Services Ukraine LLC Regus - 42 - 44 Shovkovychna Street, Kiev 01601, Ukraine 31. Wipro Arabia Limited Suite No. 209, Jarrir, Book Store Building, Alkhobar, PO Box 31349, 31952, Saudi Arabia. 32. Wipro Information B-124, Smart Village, Cairo-Alex Desert Road, Giza, Egypt Technology Egypt SAE 33. Wipro Bahrain Limited WLL 34. Wipro Gulf LLC Seef Business Centre Building #2795 5th Floor # 510 Road 2835 , Kingdom of Bahrain 322 Office # 28, KOM 4 Ground Floor, Knowledge Oasis Muscat, Sultanate of Oman 35. Wipro Doha LLC Servcorp, Level 22, Tomado Tower,West Bay, Doha 36. Rainbow Software LLC D603, St.14, Building 43, Al Mansour, Baghdad, Iraq 37. Wipro Technologies SA DE CV Ave. Pedro Ramírez Vázquez 200-1, 4º Piso Valle Oriente, Garza García, N.L., México 66269 38. Wipro Do Brasil Technologia LTDA João Marchesini street, No. 139 - 5th and 6th floor Post Code: 80215-432 Curitiba/Parana - Brazil 39. Wipro Do Brasil Sistemetas De Informatica Ltd Av. Maria Coelho Aguiar, 215 – Bloco B – 6º. Andar – Jd. São LuisSão Paulo – SP Zip code.: 05804-900, Brazil 40. Wipro Technoligies SA Carlos Pellegrini, 581 (Piso 7) 1009 Capital Federal, Buenos Aires – Argentina 41. Wipro Technologies Peru SAC Av.De la Floresta No. 497, Piso 5, San Borja, Lima, Peru 42. Wipro Technologies VZ, CA Av.Blandin, Torre B.O.D. La Castellana.Caracas, Venezuela. 43. Wipro Technologies W.T Sociedad Anonima Escalante, Calle 31, Avenida 13, #2575, 7813-1000 San José, Costa Rica 44. Wipro Technologies Chile SPA Andrés Bello 2711, 8th floor, Las Condes, Torre Costanera,CP 7550611, Santiago, CHILE. 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 Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary Subsidiary 100 100 100 2(87) 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary Subsidiary 100 100 100 2(87) 2(87) 2(87) Subsidiary 100 2(87) Wipro Limited 97 Name of the Company Address of the Company CIN/GLN Sr. No. 45. Wipro Information Millennium Park 6, A-6890 Lustenau, Austria Technology Austria GmbH 46. Wipro Poland sp z.o.o. Arkonska Business Park, ul. Arkońska 6/A2, 2 Floor, 80-387 Gdansk, Poland 47. Wipro IT Services Poland sp z.o.o. 16th Flr, (Millennium Plaza), Al. Jerozolimskie 123a, Warsaw 02-017, Poland 48. Wipro Portugal SA Avenida Da Boavista, 1223, 4100-130, Portugal 49. Wipro Technologies Norway Martin Linges Vei 25, No.1364, Snaroya, Norway AS 50. Wipro Technologies SRL TRUST CENTER Splaiul Independentei, nr 319C, sector 6, Bucharest, Romania. 51. Wipro Technologoty Austria Millennium Park 6, A-6890 Lustenau, Austria GmbH 52. Newlogic Technologies SARL “9/11 Allee de L’arche, 92671 Courbevoie Cedex, France 53. Wipro Technologies GmbH Dusseldorferstr 71B, 40667 Meerbusch, Germany 54. Cellent AG  Ringtrabe, 70, 70736 Fellbach, Germany 55. Cellent Mittelstandsberatung Schickardstr. 30, 71034 Böblingen, Germany GmbH 56. cellent AG Austria Lassallestraße 7b, 1020 Vienna, Austria 57. Wipro Digital APS Philip Heymans Alle 7, 2900 Hellerup, Denmark 58. Designit A/S (Group Bygmestervej 61, 2400 Copenhagen NV, Denmark Company) 59. Designit Denmark A/S Bygmestervej 61, 2400 Copenhagen NV, Denmark 60. Designit MunchenGmbH Steinerstrasse 15, building F, 81369 Munich 61. Designit Spain Digital S.L C/ Mártires de Alcalá 4, 1º, 28015 Madrid 62. Designit Oslo A/S Storgata 53A, 0182 Oslo, Norway 63. Designit Sweden AB Norra Stationsgatan 99, 11364 Stockholm 64. Designit T.L.V Ltd. 2, Sapir St, Herzeliya Pituach 65. Designit Tokyo Ltd. The Park Rex Koamicho Bldg 8F, 11-8 Koamicho Nihombashi Chuo-ku Tokyo 103-0016 66. Frontworx Informationstechnologie AG 67. Wipro Cyprus Pvt Ltd Lassallestraße 7b, 1020 Vienna, Austria Diomidous 10, Alphamega-Akropolis Building, 3rd Floor, Office 401, 2024 Nicosia, Cyprus 68. Wipro Holdings Hungary Kft H-1143 Budapest, Stefánia út 101-103, Hungary 69. Wipro Outsourcing Services Ireland Limited Dromore House #rd Floor,Eastpark Business Centre, Shannon , Co. Clare, Ireland 70. Wipro Holdings ( UK) Limited Devonshire House, 60 Goswell Road, London,EC1M 7AD, United 71. Wipro Europe Limited 72. Wipro UK Limited 73. Wipro Retail Uk Limited 74. 3D Networks UK Ltd Kingdom Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom 75. Wipro Promax Analytics Solutions Europe Ltd Devonshire House, 60 Goswell Road, London, United Kingdom, EC1M 7AD 76. Wipro Technologies South Africa PTY Ltd The Forum, 10th Floor Office 16, 2 Maude Street, Sandton, 2198, Johannesburg, South Africa 77. Wipro Technologies Nigeria Limited 7th Floor, Mulliner Towers, 39 Alfred Rewane Road, (Kingsway Road), Ikoyi Lagos, Nigeria 78. Wipro Corporate Technologies Ghana Ltd 2nd Floor, Opeibea House, 37 Liberation Road, ACCRA, PO. BOX. CT 9347 Cantonments, ACCRA, Ghana 79. Wipro Dalian Limited  D7, Spring-Field Park, Ganjingzi District, Dalian, China, Peoples Republic of China, Pin-116034 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 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 Holding/ Subsidiary/ Associate % of shares held Applicable Section Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary 100 100 100 100 100 100 100 100 100 100 100 100 100 100 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) 98 Annual Report 2015-16 Name of the Company Address of the Company CIN/GLN Sr. No. Holding/ Subsidiary/ Associate % of shares held Applicable Section 80. Wipro Overseas IT Services Sarjapur Road, Doddakanelli, Bangalore 560035, India U72200KA2015PTC080266 Subsidiary 100 2(87) Pvt Ltd 81. Healthplan Holdings, Inc. State of Delaware, 1209 Orange Street, City of Wilmington, Country of New Castle, 19801, USA 82. Healthplan Services 3501 E Frontage Rd, Tampa, FL 33607, USA Insurance Agency, Inc. 83. Healthplan Services, Inc. 3501 E Frontage Rd, Tampa, FL 33607, USA 84. Harrington Health Services Inc. 85. Designit Colombia SAS 86. Wipro SA Broad-based Ownership Scheme SPV (RF) (Pty Ltd) State of Delaware, 1209 Orange Street, City of Wilmington, Country of New Castle, 19801, USA Carrera 48 #20-114, Torre 2, Piso 8 Oficina 0834 Medellín, Colombia The Forum, 10th Floor Office 16, 2 Maude Street, Sandton, 2198, Johannesburg, South Africa N/A N/A N/A N/A N/A N/A Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding  CATE GORY CODE Category of Shareholders No. of Shares held at the beginning of the year (April 01, 2015) Demat Physical Total % of Total Shares No. of Shares held at the end of the year (March 31, 2016) Physical Total Demat % of Total Shares % Change during the year (A) (1) (a) (b) (c) (d) (e) (f) (2) (a) (b) (c) (d) (B) (1) (a) (b) (c) (d) (e) (f) (g) (h) (i) PROMOTER AND PROMOTER GROUP INDIAN Individual /HUF Central Government/State Government(s) Bodies Corporate (Promoter in his capacity as Director of Private Limited/Section 25 Companies)* Financial Institutions / Banks Any Other -- Partnership firms (Promoter in his capacity as partner of Partnership firms) Others - Trust** Sub-Total A(1) : FOREIGN Individuals (NRIs/Foreign Individuals) Bodies Corporate Banks/FI Others Sub-Total A(2) : Total A=A(1)+A(2) PUBLIC SHAREHOLDING INSTITUTIONS Mutual Funds /UTI Financial Institutions /Banks Central Government / State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Banks/FI Others Sub-Total B(1) : 95,419,432 - 11,406,331 - 1,275,482,581 - - - - - 95,419,432 - 3.86 - 95,419,432 - 11,406,331 0.46 11,406,331 - 1,275,482,581 - 51.66 - 1,275,482,581 - - - - - 95,419,432 - 3.86 - 11,406,331 0.46 - - - - 1,275,482,581 - 51.62 - (0.04) 429,714,120 1,812,022,464 - - 429,714,120 1,812,022,464 17.40 73.39 429,714,120 1,812,022,464 - 429,714,120 - 1,812,022,464 17.39 73.34 (0.01) (0.05) - - - - - 1,812,022,464 59,601,094 6,985,967 - - 41,128,824 264,482,812 - - - 372,198,697 - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,812,022,464 - - - - 73.39 - - - - 1,812,022,464 59,601,094 6,985,967 - - 41,128,824 264,482,812 - - - 372,198,697 2.41 0.28 - - 1.67 10.71 - - - 15.07 48,295,077 9,418,428 - - 55,168,621 270,144,642 - - - 383,026,768 - - - - - - - - - 1,812,022,464 - - - - - - - - - - 48,295,077 9,418,428 - - 55,168,621 270,144,642 - - - 383,026,768 - - - - 73.34 1.95 0.38 - - 2.23 10.94 - - - - (0.05) (0.46) 0.10 - - 0.56 0.23 15.50 0.43 Wipro Limited 99                                          CATE GORY CODE Category of Shareholders No. of Shares held at the beginning of the year (April 01, 2015) Demat Physical Total % of Total Shares No. of Shares held at the end of the year (March 31, 2016) Physical Total Demat % of Total Shares % Change during the year (2) (a) (b) (c) (d) (C) (1) (2) NON-INSTITUTIONS Bodies Corporate NBFCs Registered with RBI Overseas Corporate Bodies Individuals (i) Individuals holding nominal share capital upto `1 lakh (ii) Individuals holding nominal share capital in excess of `1 lakh Others Non Resident Indians Foreign Bodies - DR TRUSTS (a) Wipro Equity Reward Trust*** (b) Other Trusts 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) : 66,440,066 - 11,772 47,835 - - 66,487,901 - 11,772 2.69 - - 57,724,943 21,089 11,772 239,807 - - 57,964,750 21,089 11,772 2.35 0.00 0.00 (0.34) 0.00 0.00 48,136,266 1,168,896 49,305,162 2 .00 54,102,846 1,752,175 55,855,021 2.26 0.26 50,873,322 23,914,929 74,788,251 3.03 43,663,026 22,507,907 66,170,933 2.68 (0.35) 8,370,775 - 18,621,112 - 26,991,887 - 14,829,824 2,694,594 344,095 - - - 14,829,824 2,694,594 344,095 1.09 - 0.60 0.11 0.01 9,352,050 56,396 1,805,443 - 11,157,493 56,396 14,829,824 2,814,046 217,526 - - - 14,829,824 2,814,046 217,526 955,174 26,094 192,681,982 564,880,679 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 0.04 - 9.58 24.65 98.04 1,118,380 16,785,376 200,697,274 583,724,042 2,395,746,506 1,118,380 - 16,785,376 - 227,002,606 26,305,332 26,305,332 610,029,374 26,305,332 2,422,051,838 0.45 0.00 0.60 0.11 0.01 0.05 0.68 9.19 24.69 98.03 (0.64) 0.00 0.00 0.00 (0.01) 0.01 0.68 (0.39) 0.04 (0.01) - 48,387,123 2,425,290,266 - - 43,752,772 - 48,387,123 2,469,043,038 1.96 100 48,661,452 2,444,407,958 48,661,452 26,305,332 2,470,713,290 - 1.97 100 0.01 Note: * Out of 11,406,331 Equity Shares, Mr.Azim H Premji disclaims beneficial ownership of 10,843,333 shares held by M/s Azim Premji Foundation (I) Pvt Ltd. ** Mr. Azim H Premji also disclaims the beneficial ownership 429,714,120 shares held by M/s Azim Premji Trust *** 14,829,824 Equity Shares are held by Wipro Equity Reward Trust which is an employee benefit trust as per SEBI (Share Based Employee Benefits) Regulations, 2014 and is a Non Promoter- Non Public Shareholding. **** Shareholding comprises 1,867 share held by one Non-Executive Director and 215,659 shares held by one Executive Director. (ii) Shareholding of Promoters Shareholder’s Name Sl No. Shareholding at the beginning of the year (April 01, 2015) No. of Shares % of total Shares of the company 1 2 3 4 5 Azim H Premji Yasmeen A Premji Rishad A Premji Tariq A Premji Mr. Azim H Premji Partner representing Prazim Traders 6 Mr. Azim H Premji Partner representing Zash Traders 7 Mr. Azim H Premji Partner 8 representing Hasham Traders Azim Premji Philanthropic Initiatives Private Limited 9 Hasham Investment and Trading Company Pvt Ltd* 93,405,100 1,062,666 686,666 265,000 452,906,791 451,619,790 370,956,000 10,843,333 562,998 10 Azim Premji Trust Total 429,714,120 1,812,022,464 3.78 0.04 0.03 0.01 18.34 18.29 15.02 0.44 0.02 17.40 73.39 % of Shares Pledged / encumbered to total shares 0 0 0 0 0 0 0 0 0 0 0 Share holding at the end of the year (March 31, 2016) % 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 1,062,666 686,666 265,000 452,906,791 451,619,790 370,956,000 10,843,333 562,998 3.78 0.04 0.03 0.01 18.33 18.28 15.01 0.44 0.02 429,714,120 1,812,022,464 17.39 73.34 0 0 0 0 0 0 % change in shareholding during the year 0 0 0 0 0 0 0 0 0 0 0 Note: * Pursuant to Scheme of Amalgamation approved by the Hon’ble High Court of Karnataka, vide its order dated March 26, 2015, the Equity Shares held by Napean Trading and Investment Company Private Limited, Vidya Investment and Trading Company Private Limited and Regal Investments and Trading Company Private Limited aggregating to 562,998 Equity Shares have been transferred to Hasham Investment and Trading Co. Private Limited on July 7, 2015. 100 Annual Report 2015-16                                                               (iii) Change in Promoters’ Shareholding Sl. No. 1. At the beginning of the year (April 01, 2015) 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, 2016) 3. Shareholding at the beginning of the year (April 01, 2015) Cumulative Shareholding during the year (2015-16) No. of shares 1,812,022,464 % of total shares of the company 73.39 No. of shares 1,812,022,464 % of total shares of the company 73.34 - - - - 1,812,022,464 73.39 1,812,022,464 73.34 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 2015-16 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): Sl. No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year No. of shares % of total shares of the company Cumulative Shareholding during the year No. of shares % of total shares of the company 1. At the beginning of the year (April 01, 2015) 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 1, 2015) Cumulative Shareholding during the year (2015-16) 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 2. Date wise Increase / Decrease in Shareholding 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, 2016) 3. Refer Annexure B Wipro Limited 101 (V) INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Principal Amount Interest due but not paid Interest accrued but not due Indebtedness of the Company including interest outstanding/accrued but not due for payment Indebtedness at the beginning of the financial year i) ii) iii) Total (i+ii+iii) Change in Indebtedness during the financial year • • ERF (Gain)/Loss for foreign currency loans Net Change Indebtedness at the end of the financial year i) ii) iii) Total (i+ii+iii) Principal Amount Interest due but not paid Interest accrued but not due Addition Reduction Secured Loans excluding deposits Unsecured Loans Deposits (` in Million) Total Indebtedness 1,729 - - 1,729 1,210 902 - 308 2,037 - - 2,037 59,296 - 127 59,423 121,859 118,862 3798 6,795 66,092 - 126 66,218 - - - - - - - - - - - - 61,025 - 127 61,152 123,069 119,764 3,798 7,103 68,129 - 126 68,255 Note: Obligation undre finance lease is secured by underlying fixed assets. These obligation are repayable in periodic 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 Sl. no. Particulars of Remuneration Name of MD/WTD/ Manager Azim H Premji Rishad A Premji* T K Kurien (` in Crores) Abidali Z Neemuchwala** 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 2. Stock Options (amoritised value of stock options) 3. Sweat Equity 4. Commission - as % of net profits 0.30 0.50 - - - 0.92 - - - - 1.96 - 6.88 - - 3.70 - 3.81 - - - others 5. Others- Variable Pay 6. Allowances & Other Annual Compensation 7. Retirals Total (A) Ceiling as per the Act - 0.72 0.23 2.17 2.33 0.83 1.99 0.68 0.14 0.14 11.96 2.15 `1,083 Crores (being 10 % of Net Profits of the Company as calculated as under Section 198 of the Companies Act 2013) 2.49 1.75 0.58 13.66 * Mr. Rishad A Premji was appointed as wholetime director effective May 1, 2015. Compensation shared above is for the period from April 1, 2015 to March 31, 2016. ** Mr. Abidali Z Neemuchwala was appointed as Chief Executive Officer and Executive Director effective February 1, 2016. Compensation shared above is for the period from April 1, 2015 to March 31, 2016 and the figures mentioned are ` equivalent of amounts paid in US$. 102 Annual Report 2015-16 B. Remuneration to other directors 2015-16: Particulars of Remuneration Sl. no. 1. Independent Directors • • • Fee for attending board committee meetings Commission Others, please specify Total (1) 2. 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 ` 6.95 Crores ` 36.89 Crores ` 1,191.19 Crores (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 Sl. no. 1. Gross salary Particulars of Remuneration Key Managerial Personnel Chief Financial Officer Company Secretary* (` in Crores) (a) 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 (b) (c) Stock Option (amortised value of stock options) 2. 3. Sweat Equity 4. Commission - - as % of profit others 5. Others- Variable Pay 6. Allowances & Other Annual Compensation 7. Retirals Total 0.50 – 1.90 – – 0.65 0.64 0.14 3.83 0.66 – – – – 0.22 – 0.04 0.92 * Mr. M Sanaulla Khan was appointed as Company Secretary and Compliance Officer of the Company effective June 3, 2015 The Remuneration paid to Mr. V Ramachandran for the period from April 01, 2015 to April 22, 2015 was ` 10,05,099/-. Details provided below. ` 891,500/- Gross Salary: Value of perquisites: ` 111,347/- Retirals: (VII) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: ` 2,252/- There were no penalties, punishment or compounding of offences during the year ended March 31, 2016. Wipro Limited 103 Annexure A Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN April 01, 2015 AND March 31, 2016 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDR AND ADRs) 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 01/04/2015 Opening Balance LIFE INSURANCE CORPORATION OF INDIA 08/05/2015 Purchase 15/05/2015 Purchase 22/05/2015 Purchase 29/05/2015 Purchase 05/06/2015 Purchase 17/07/2015 Purchase 31/07/2015 Purchase 30/09/2015 02/10/2015 09/10/2015 16/10/2015 Sale Sale Sale Sale 27/11/2015 Purchase 04/12/2015 Purchase 11/12/2015 Purchase 18/12/2015 Purchase 25/12/2015 Purchase 08/01/2016 Purchase 15/01/2016 Purchase 22/01/2016 Purchase 29/01/2016 Purchase 05/02/2016 Purchase 19/02/2016 Purchase 26/02/2016 Purchase 04/03/2016 Purchase 11/03/2016 Purchase 18/03/2016 Purchase 25/03/2016 Purchase 31/03/2016 Closing Balance 40,541,183 1,243,385 1,890,233 1,057,509 1,751,531 397,576 25,609 24,538 559,747 561,628 1,199,498 545,269 304,430 280,396 325,110 940,849 769,879 547,476 997,556 814,945 868,947 100,010 569,480 526,349 415,881 554,304 937,129 41,015 01/04/2015 Opening Balance ABDULREHMAN HAJI EBRAHIM COCHINWALA (shares in 17,221,818 0.70 17,221,818 31/03/2016 Closing Balance custody of Custodian of enemy property) 01/04/2015 Opening Balance ALCO COMPANY PRIVATE LIMITED 16,787,000 31/03/2016 Closing Balance 01/04/2015 Opening Balance WIPRO EQUITY REWARD TRUST 31/03/2016 Closing Balance 01/04/2015 Opening Balance STICHTING PENSIOENFONDS ABP 17/04/2015 24/04/2015 01/05/2015 08/05/2015 Sale Sale Sale Sale 15/05/2015 Purchase 29/05/2015 Sale 17/07/2015 Purchase 07/08/2015 Purchase 21/08/2015 Sale 31/03/2016 Closing Balance 14,829,824 12,441,230 642,941 4,229 67,019 114,684 92,611 228,381 21,889 47,845 11,546,321 - 0.68 - 0.60 - 0.50 0.03 - - - - 17,221,818 16,787,000 16,787,000 14,829,824 14,829,824 12,441,230 11,798,289 11,794,060 11,727,041 11,612,357 11,704,968 0.01 11,476,587 - - 0.47 - 11,498,476 11,546,321 - - 2 3 4 5 104 Annual Report 2015-16 No. of Shares 40,541,183 41,784,568 43,674,801 44,732,310 46,483,841 46,881,417 46,907,026 46,931,564 46,371,817 45,810,189 44,610,691 44,065,422 44,369,852 44,650,248 44,975,358 45,916,207 46,686,086 47,233,562 48,231,118 49,046,063 49,915,010 1.64 0.05 0.08 0.04 0.07 0.02 - - 0.02 0.02 0.05 0.02 0.01 0.01 0.01 0.04 0.03 0.02 0.04 0.03 0.04 - 50,015,020 0.02 0.02 0.02 0.02 0.04 - - 50,584,500 51,110,849 51,526,730 52,081,034 53,018,163 53,059,178 53,059,178 % of total outstanding shares of the company 1.64 1.69 1.77 1.81 1.88 1.90 1.90 1.90 1.88 1.86 1.81 1.79 1.80 1.81 1.82 1.86 1.89 1.91 1.95 1.98 2.02 2.02 2.04 2.06 2.08 2.10 2.14 2.14 2.14 0.7 0.7 0.68 0.68 0.6 0.6 0.5 0.47 0.47 0.47 0.47 0.47 0.46 0.47 0.47 - -                                                                                                                                                                               SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN April 01, 2015 AND March 31, 2016 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDR AND ADRs) 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 6 7 01/04/2015 Opening Balance ATEM ENTERPRISES LLP 31/03/2016 Closing Balance 01/04/2015 Opening Balance WGI EMERGING MARKETS FUND LLC 03/07/2015 Purchase 04/09/2015 Purchase 09/10/2015 Purchase 06/11/2015 Purchase 04/12/2015 Purchase 05/02/2016 Purchase 04/03/2016 Purchase 31/03/2016 Closing Balance 11,950,000 10,791,902 89,673 207,015 1,059,913 1,090,856 548,385 220,285 122,379 8 01/04/2015 Opening Balance CREDIT SUISSE (SINGAPORE) LIMITED 10,591,897 10/04/2015 Purchase 17/04/2015 24/04/2015 01/05/2015 08/05/2015 15/05/2015 22/05/2015 29/05/2015 05/06/2015 Sale Sale Sale Sale Sale Sale Sale Sale 12/06/2015 Purchase 19/06/2015 26/06/2015 Sale Sale 03/07/2015 Purchase 10/07/2015 Purchase 17/07/2015 Sale 24/07/2015 Purchase 31/07/2015 07/08/2015 14/08/2015 21/08/2015 28/08/2015 04/09/2015 11/09/2015 18/09/2015 25/09/2015 30/09/2015 09/10/2015 Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale 16/10/2015 Purchase 23/10/2015 Purchase 30/10/2015 Purchase 06/11/2015 Purchase 13/11/2015 Sale 20/11/2015 Purchase 27/11/2015 Sale 04/12/2015 Purchase 11/12/2015 Purchase 18/12/2015 Sale 25/12/2015 Purchase Wipro Limited 397,804 269,315 172,381 52,090 358,938 92,752 34,500 18,006 96,606 236,938 154,055 637,752 23,395 103 2,368 334 188,597 251,721 140,534 171,801 262,696 162,937 49,126 82,046 1,266,190 112,304 20,441 540,508 137,415 122,269 69,644 34,313 22,105 27,841 13,084 9,087 195,861 87,200 0.48 - 0.44 - 0.01 0.04 0.04 0.02 0.01 - - 0.43 0.02 0.01 0.01 - 0.01 0.01 - - 0.01 0.01 0.01 0.03 - - - - 0.01 0.01 0.01 0.01 0.01 0.01 - - 0.05 - - 0.02 0.01 - - - - - - - 0.01 - No. of Shares 11,950,000 11,950,000 10,791,902 10,881,575 11,088,590 12,148,503 13,239,359 13,787,744 14,008,029 14,130,408 14,130,408 10,591,897 10,989,701 10,720,386 10,548,005 10,495,915 10,136,977 10,044,225 10,009,725 9,991,719 9,895,113 10,132,051 9,977,996 9,340,244 9,363,639 9,363,742 9,361,374 9,361,708 9,173,111 8,921,390 8,780,856 8,609,055 8,346,359 8,183,422 8,134,296 8,052,250 6,786,060 6,673,756 6,653,315 7,193,823 7,331,238 7,453,507 7,523,151 7,488,838 7,510,943 7,483,102 7,496,186 7,505,273 7,309,412 7,396,612 % of total outstanding shares of the company 0.48 0.48 0.44 0.44 0.45 0.49 0.53 0.55 0.56 0.56 0.56 0.43 0.45 0.44 0.43 0.43 0.42 0.41 0.41 0.41 0.4 0.41 0.42 0.39 0.38 0.38 0.38 0.38 0.37 0.36 0.35 0.34 0.33 0.32 0.32 0.32 0.27 0.27 0.27 0.29 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.29 0.29 105                                                                                                                                                                                                 SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN April 01, 2015 AND March 31, 2016 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDR AND ADRs) 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 No. of Shares % of total outstanding shares of the company 31/12/2015 Purchase 01/01/2016 08/01/2016 15/01/2016 22/01/2016 29/01/2016 05/02/2016 12/02/2016 19/02/2016 26/02/2016 04/03/2016 11/03/2016 18/03/2016 25/03/2016 31/03/2016 Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale 31/03/2016 Closing Balance 28,342 5,237 121,274 860,344 30,352 13,155 281,918 79,805 457,095 298,463 342,296 326,073 286,871 79,675 27,683 - - - 0.03 - - 0.01 - 0.02 0.01 0.01 0.01 0.01 - - - 7,424,954 7,419,717 7,298,443 6,438,099 6,407,747 6,394,592 6,112,674 6,032,869 5,575,774 5,277,311 4,935,015 4,608,942 4,322,071 4,242,396 4,214,713 4,214,713 9 01/04/2015 Opening Balance HSBC GLOBAL INVESTMENT FUNDS A/C HSBC GIF 10,451,556 0.42 10,451,556 01/05/2015 Purchase MAURITIUS 31/07/2015 07/08/2015 28/08/2015 04/09/2015 11/09/2015 18/09/2015 25/09/2015 30/09/2015 02/10/2015 09/10/2015 04/12/2015 22/01/2016 05/02/2016 Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale 107,961 40,167 109,833 333,185 176,419 23,581 110,024 200,000 17,748 248,541 430,116 62,608 283,498 211,206 31/03/2016 Closing Balance 10 01/04/2015 Opening Balance ABU DHABI INVESTMENT AUTHORITY - GULAB 9,569,045 22/05/2015 29/05/2015 05/06/2015 Sale Sale Sale 24/07/2015 Purchase 21/08/2015 28/08/2015 04/09/2015 20/11/2015 27/11/2015 04/12/2015 26/02/2016 04/03/2016 18/03/2016 Sale Sale Sale Sale Sale Sale Sale Sale Sale 31/03/2016 Closing Balance Opening Balance denotes: As on April 01, 2015 Closing Balance denotes: As on March 31, 2016 85,000 619,538 68,949 23,972 29,583 150,602 17,038 39,881 133,364 159,100 43,193 12,540 1,092,761 0.01 - 0.01 0.01 0.01 - 0.01 0.01 - 0.01 0.02 - 0.01 0.01 - 0.39 - 0.03 - - - 0.01 - - 0.01 0.01 - - 0.04 - 10,559,517 10,519,350 10,409,517 10,076,332 9,899,913 9,876,332 9,766,308 9,566,308 9,548,560 9,300,019 8,869,903 8,807,295 8,523,797 8,312,591 8,312,591 9,569,045 9-484045 8,864,507 8,795,558 8,819,530 8,789,947 8,639,345 8,622,307 8,582,426 8,449,062 8,289,962 8,246,769 8,234,229 7,141,468 7,141,468 0.29 0.29 0.29 0.26 0.26 0.26 0.25 0.25 0.23 0.22 0.21 0.20 0.19 0.19 0.19 0.19 0.42 0.43 0.43 0.42 0.41 0.40 0.40 0.39 0.38 0.38 0.37 0.35 0.35 0.34 0.33 0.33 0.39 0.38 0.35 0.35 0.35 0.35 0.34 0.34 0.34 0.33 0.32 0.32 0.32 0.28 0.28 106 Annual Report 2015-16                                                                                                                                                                                           Annexure B: Shareholding of Directors and Key Managerial Personnel: 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 during the year No. of Shares % of total shares of the Company Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 95,419,432 - 95,419,432 Azim Premji* Chairman and Managing Director Rishad Premji Executive Director and Chief Strategy Officer Ashok S Ganguly Independent Director N Vaghul Independent Director Jagdish N Sheth Independent Director William A Owens Independent Director T K Kurien Executive Vice- Chairman Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase - 07/09/2015 (ESOP) Closing Balance 31/03/2016 Abidali Z Neemuchwala Chief Executive Officer and Executive Director Purchase/Sales Opening Balance - 01/04/ 2015 M K Sharma Independent Director Vyomesh Joshi Independent Director Ireena Vittal Independent Director Jatin P Dalal Chief Financial Officer M Sanaulla Khan Company Secretary Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase/ Sales Opening Balance - 01/04/ 2015 Purchase- 17/11/2015(ESOP) Sale- 22/01/2016 Closing Balance 31/03/2016 Opening Balance - 01/04/ 2015 Purchase/ Sales Closing Balance 31/03/2016 Note: * includes shares held jointly with immediate family members. Wipro Limited 3.86 3.86 0.03 0.03 0.00 0.00 - - - - - - - - - - - 95,419,432 - - 686,666 - - 1,867 - - - - - - - - - - - 3.86 - - 0.03 - - 0.00 - - - - - - - - - 686,666 - 686,666 1,867 - 1,867 - - - - - - - - - 161,842 53,817 215,659 0.006 0.002  0.008 - - 215,659 - - 0.008 - - - - - - - - - - - 1,412 7,288 7,500 1200 - - - - - - - - - - - - - - - 0.00 0.00 0.00  0.00 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,200 0.00 - - - - - - 107                                                                                                                                                                               Annexure C Remuneration to other directors 2015-16: Particulars of Remuneration   Independent Directors Mr. N Vaghul Dr. Ashok S Ganguly Name of Independent Directors Mr. M K Sharma Dr. Jagdish N Sheth* Mr. William Owens* (` in Crores) Ms Ireena Vittal Mr. Vyomesh Joshi* Sitting fees for attending board and committee meetings Commission Others, please specify TOTAL (1) Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify TOTAL (2) Total (1+2) 0.03 0.51 - 0.54 0.02 0.41 - 0.43 0.006 1.55 - 1.56 0.02 0.40 - 0.42 0.02 2.00 - 2.02 0.03 0.39 - 0.42 0.001 1.55 - 1.56 Not Applicable Not Applicable Not Applicable Not Applicable 0 0.42 0 0.54 0 0.43 0 1.56 0 2.02 0 0.42 0 1.56 * Figures mentioned are rupee equivalent as amount paid in USD 108 Annual Report 2015-16     CORPORATE GOVERNANCE REPORT 2015-16 I. Wipro’s Philosophy on Corporate Governance We believe in adopting best practices of corporate governance and focus on enhancement of long term stakeholder value without compromising on ethical standards and corporate social responsibilities. Corporate governance philosophy of Wipro is put into practice through robust board governance processes, internal control systems and processes, and strong audit mechanisms. These are articulated through Company’s Code of Business Conduct, Corporate Governance Guidelines and charters of various sub-committees of the Board of Directors (“Board”) and Company’s Disclosure Policy. The “Spirit of Wipro” represents 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 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, and Governance through management process In this report, we have provided details on how the corporate governance principles are put in to practice within Wipro. II. Board of Directors Composition of Board As at March 31, 2016, our Board had seven non-executive directors and four executive directors, of which one executive director is the Chairman and Managing Director of our Board. All 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 Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the New York Stock Exchange Listed Company manual. The profiles of our Directors are given at page no. 18 onwards. 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 and considered while preparation of agenda and documents for the Board meeting. Wipro Limited 109 We regularly schedule meetings of our business heads and functional heads with the Directors. 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 over two days. In addition, every quarter, Independent Directors meet amongst themselves exclusively. The Board met six times during the financial year 2015-16 on April 20-21, 2015, June 3, 2015, July 22-23, 2015, October 20-21, 2015, January 4, 2016, and January 16-18, 2016. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. Details of attendance of directors at the Board Meetings during the year 2015-16 is provided below: Name Designation Mr. Azim H Premji Mr. N Vaghul Mr. M K Sharma Ms. Ireena Vittal Dr. Ashok S Ganguly Mr. William Arthur Owens Mr. Vyomesh Joshi Dr. Jagdish N Sheth Mr. T K Kurien Mr. Abidali Z Neemuchwala Mr. Rishad A Premji Chairman and Managing Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Executive Vice Chairman Chief Executive Officer and Executive Director Executive Director and Chief Strategy Officer Number of Board Meetings attended 6 6 4 # 5 ** 5** 5 ** 5 **^ 4 **## 5 ** - @ 5 # Mr. M K Sharma did not attend the Board meetings held on October 20, 2015 and January 4, 2016. ** Ms. Ireena Vittal, Dr. Ashok S Ganguly, Mr. William Arthur Owens, Mr. Vyomesh Joshi and Mr. T K Kurien did not attend the Board Meeting held on June 3, 2015 ## Dr. Jagdish N Sheth did not attend the Board meetings held on June 3, 2015 and January 16, 2016. @ Mr. Abidali Z Neemuchwala was appointed as Chief Executive Officer and Executive Director with effect from February 1, 2016. ^ Mr. Vyomesh Joshi participated through teleconference in the meeting held on April 21, 2015. 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. Lead Independent Director The Board 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 and is available on the Company’s website www.wipro.com. 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. Your Board has adopted the provisions with respect to appointment and tenure of Independent Directors consistent with the Companies Act, 2013 and the Listing Regulations. Details of Directors proposed for re-appointment/ appointment at the ensuing Annual General Meeting is provided on page nos. 68 and 69 of the Board’s Report and in Annexure A to the notice convening the 70th Annual General Meeting. Policy for Selection and Appointment of Directors and their Remuneration Board Governance, Nomination and Compensation Committee has 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 110 Annual Report 2015-16 Committee considers the following attributes/criteria, whilst recommending to the Board the candidature for appointment as Independent Director. Remuneration Policy and Criteria of Making Payments to Directors, Senior Management and Key Managerial Personnel • • • 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. Personal, professional or business standing Diversity of the Board. In case of appointment of Independent Directors, the Board Governance, Nomination and Compensation Committee satisfies itself with regard to the independence of the Directors vis-à-vis the Company so as to enable the Board to discharge its functions and duties effectively. The Board Governance, Nomination and Compensation Committee ensures that the candidates identified for appointment as Directors are not disqualified for appointment under Section 164 and other applicable provisions of the Companies Act, 2013. In case of re-appointment of Independent Directors, the Board takes into consideration the performance evaluation of the Independent Directors and their engagement level. Familiarization Programme for Independent Directors The Board 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 and legal matters are also presented to the Directors on a periodic basis. Details regarding familiarization programme imparted by the Company is available on our website at http://www.wipro.com/ investors/corporate-governance/policies-and-guidelines . 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 at http://www.wipro.com/ investors/corporate-governance/policies-and-guidelines . Board Evaluation Details of methodology adopted for Board evaluation have been provided on page no. 69 of the Board’s Report. The Independent Directors are 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, as amended from time to time. An Independent Director is also be entitled to receive commission on a quarterly basis, of such sum as may be approved by the Board and shareholders on the recommendation of the Board Governance, Nomination and Compensation Committee. The total commission payable to the Independent Directors shall not exceed 1% of the net profits of the Company during any financial year. The commission is payable on pro-rata basis to those Directors who occupy office for part of the year. The Independent Directors of the Company are not entitled to participate in the stock option schemes of the Company. In determining the remuneration of Chairman and Managing Director, Executive Directors, Senior Management Employees and Key Managerial Personnel, the Board Governance, Nomination and Compensation Committee and Board shall ensure/consider the following: • • • • 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, 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. Wipro Limited 111 Relationship with directors Salary Allowances Commission/ Incentives/ Variable Pay Other annual compensation Retirals Sitting fees Grant of Restricted Stock Units Notice period 5,849,725 2,318,870 - - Up to 180 days The Board Governance, Nomination and Compensation Committee recommends 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 Details of remuneration paid to the Directors for the services rendered and stock options granted during the financial year 2015-16 are given below. No stock options were granted to any of the Independent Directors and Promoter Directors during the year 2015-16. N h s i d g a J . r D * h t e h S l u h g a v N y l u g n a G S 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 n e i r u K K T a m r a h S K M * i h s o J h s e m o y V * ^ a l a w h c u m e e N Z i l a d b A i l a t t i V a n e e r I None None None None None None None None None (in `) i j m e r P A d a h s i R Son of Azim H Premji - - - - 19,620,466 16,286,425 - - - - - 37,039,006 4,999,920 - 19,875,000 6,700,969 i j m e r P H m i z A Father of Rishad A Premji 3,000,000 1,310,184 9,250,771 5,116,667 15,546,622 4,116,666 19,786,622 24,946,642 3,958,334 15,546,622 3,916,667 23,267,886 8,273,020 - - - - 70,049,196 - - 5,788,037 - - - - - 38,101,823 112,976 - 1,405,579 1,474,976 340,000 60,000 200,000 240,000 - 240,000 100,000 260,000 - - - - - - - - 75,000** - Up to 180 days - - - - - 200,000** - - - Up to 180 days Up to 180 days * Figures mentioned in ` are equivalent to amounts paid in US$ ** The RSU’s granted will vest as per the vesting pattern approved by the Board Governance, Nomination and Compensation Committee and the expiration for these grants are as under: Mr. T K Kurien – May 2018 Mr. Abidali Z Neemuchwala – May 2020 ^ Mr. Abidali Z Neemuchwala was appointed as the Chief Executive Officer and Executive Director, effective February 1, 2016. Compensation shared above is for the period from April 1, 2015 to March 31, 2016. Terms of Employment Arrangements Under the Companies Act, 2013, our shareholders must approve the salary, bonus and benefits of all Executive Directors. Each of our Executive Directors has signed an agreement containing the terms and conditions of employment, including a monthly salary, performance bonus and benefits including vacation, medical reimbursement and pension fund contributions. These agreements have varying terms ranging from one to five year periods, but either we or the Executive Director may generally terminate the agreement upon six months’ notice to the other party. The terms of our employment arrangements with Mr. Azim H Premji, Mr. T K Kurien, Mr. Abidali Z Neemuchwala and Mr. Rishad A Premji provide for up to a 180-days notice period, up to 21 days of leave per year in addition to statutory holidays, and an annual compensation review. Additionally, these officers are required to relocate as we may determine, and to comply with confidentiality provisions. Service contracts with our Executive Directors and officers provide for our standard retirement benefits that consist of a pension and gratuity which are offered to all of our employees, but no other benefits upon termination of employment except as mentioned below. Pursuant to the terms of Mr. T K Kurien’s employment, he is entitled to the following severance payments: a. If the agreement is terminated by the Company on or prior to November 17, 2016, the Company will pay Mr. Kurien severance pay based on salary for a period of three months. In case of termination by the Company, the unvested ESOPs /RSUs shall vest proportionately to the completed months in service from the last vesting/grant date of each grant, whichever is later, till the last date of employment. If the agreement is terminated by the Company after November 17, 2016, the exit will be in line with b. 112 Annual Report 2015-16 retirement policy including vesting of unvested ESOPs/RSUs. Prior notice in such a case will be for at least a month. Pursuant to the terms of Mr. Abidali Z Neemuchwala’ s employment, he is entitled to the following severance payment : If the Agreement is terminated by the Company, the Company is required to pay Mr. Neemuchwala severance pay equivalent of 12 months’ base pay. We also indemnify our directors and officers for claims brought under any rule of law to the fullest extent permitted by applicable law. Among other things, we agree to indemnify our Directors and Officers for certain expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as our Director or Officer, including claims which are covered by the Director’s and Officer’s liability insurance policy taken by the Company. Key Information pertaining to Directors as on March 31, 2016 is given below: Name of the Director Designation Sl. No. Date of appointment Date of appointment as Independent Director under Companies Act,2013 and SEBI Listing Regulations Directorship in other companies* Chairmanship in Committees of Board of other Companies Membership in Committee of Board of other Companies Attendance at the last AGM held on July 22, 2015 No. of shares held as on March 31, 2016 Director Identification number 1 Azim H Premji Chairman and Managing Director (designated as ‘Executive Chairman’) 01-Sep-1968 - 13 2 N Vaghul Independent Director 09-Jun-1997 23-Jul-2014 3 Dr. Ashok S Ganguly Independent Director 01-Jan-1999 4 M K Sharma Independent Director 01Jul-2011 5 Dr. Jagdish N Sheth Independent Director 01-Aug-2015 6 T K Kurien^ Executive Vice- Chairman 01-Feb-2011 7 William Arthur Owens Independent Director 01-Jul-2006 8 Vyomesh Joshi Independent Director 01-Oct-2012 9 Ireena Vittal Independent Director 01-Oct-2013 10 Rishad A Premji# Executive Director and Chief Strategy Officer 01-May-2015 11 Abidali Z Neemuchwala# Chief Executive Officer and Executive Director 01-Feb-2016 23-Jul-2014 23-Jul-2014 23-Jul-2014 - 23-Jul-2014 23-Jul-2014 23-Jul-2014 - - 8 2 8 - - - - 8 3 - 1 3 1 1 - - - - - - - - 3 - 4 - - - - 8 - - Yes 95,419,432@ 00234280 Yes Yes Yes Yes Yes Yes Yes Yes Yes - - 00002014 1,867 00010812 - - 00327684 00332717 215,659 03009368 - - - 00422976 06404484 05195656 686,666 02983899 - 02478060 * This does not include position in foreign companies, position as an advisory board member but includes position in private companies. @ includes shares held jointly with immediate family members. # Mr. Abidali Z Neemuchwala was appointed as Chief Executive Officer and Executive Director effective February 1, 2016 and Mr. Rishad A Premji was appointed as Executive Director and Chief Strategy Officer with effect from May 1, 2015. ^ Mr. T K Kurein was re-appointed with effect from February 1, 2016 as Executive Vice-Chairman. Note: Dr. Patrick J Ennis and Mr. Patrick Dupuis were appointed as Independent Directors on the Board of the Company with effect from April 1, 2016. III. Committees of Board 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 at March 31, 2016. • Audit, Risk and Compliance Committee • • • Board Governance, Nomination and Compensation Committee which also oversees the CSR initiatives of the Company Strategy Committee Administrative and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) Audit, Risk and Compliance Committee The Audit, Risk and Compliance Committee of the Board, reviews, acts on and reports to our Board with respect to various auditing and accounting matters. The primary responsibilities of the Committee, inter-alia, are; Wipro Limited 113 • • • • • • Auditing and accounting matters, including recommending the appointment of our independent auditors to the shareholders; Compliance with legal and statutory requirements; Integrity of the Company’s financial statements, discussions with the independent auditors regarding 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 and functioning of whistle blower mechanism; and Implementation of the applicable provisions of the Sarbanes Oxley Act of 2002, including review of the progress of internal control mechanisms to prepare for certification under Section 404 of the Sarbanes Oxley Act of 2002. The Chairman of the Audit, Risk and Compliance Committee was present at the Annual General Meeting held on July 22, 2015. The detailed charter of the Committee is posted on our website and available at http://www.wipro.com/ investors/corporate-governance/charters/. All members of our Audit, Risk and Compliance Committee are Independent Directors and financially literate. The Chairman of our Audit, Risk and Compliance Committee has the accounting and financial management related expertise. Statutory Auditors as well as Internal Auditors always have independent meetings with the Audit, Risk and Compliance Committee and also participate in the Audit, Risk and Compliance Committee meetings. Our Chief Financial Officer, General Counsel and other Corporate Officers make periodic presentations to the Audit, Risk and Compliance Committee on various issues. The Audit, Risk and Compliance Committee met seven times during the year 2015-16 on April 20, 2015, May 23, 2015, June 3, 2015, July 22, 2015, October 20, 2015, January 16, 2016 and March 1, 2016. Composition of the Audit, Risk and Compliance Committee and details of attendance of members at its meetings during the year 2015-16 is given below: Name Position Mr. N Vaghul Chairman Mr. M K Sharma Member Ms. Ireena Vittal Member Number of meetings attended* 7 6 5 Board Governance, Nomination and Compensation Committee The primary responsibilities of the Board Governance, Nomination and Compensation Committee are: • • • • • • • • • • • Developing and recommending to the Board corporate governance guidelines applicable to the Company; Evaluating 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; Establishing policies and procedures to assess the requirements for induction of new members to the Board; Implementing policies and processes relating to corporate governance principles; Ensuring that appropriate procedures are in place to assess Board membership needs and Board effectiveness; Reviewing the Company’s policies that relate to matters of Corporate Social Responsibility (CSR), including public issues of significance to the Company and its shareholders; Developing and recommending to the Board for its approval an annual evaluation process of the Board and its Committees; Formulating the Disclosure Policy, its review and approval of disclosures; Determining and approving salaries, benefits and stock option grants to senior management employees and Directors of our Company; Approving and evaluating the compensation plans, policies and programs for full-time Directors and senior management; and Acting as Administrator of the Company’s Employee Stock Option Plans and Employee Stock Purchase Plans drawn up from time to time. Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 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 met five times during the year 2015-16 on April 20, 2015, July 22, 2015, October 20, 2015, January 4, 2016 and January 16, 2016. * All the members participated over tele-conferencing at the meeting held on May 23, 2015. Composition of the Board Governance, Nomination and Compensation Committee and details of attendance of 114 Annual Report 2015-16 members at its meetings during the year 2015-16 is given below: Administrative and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) Name Dr. Ashok S Ganguly Mr. N Vaghul Mr. William Arthur Owens Position Chairman Member Member Number of meetings attended 5 5 5 The detailed charter of Board Governance, Nomination and Compensation Committee is posted on our website and is available at http://www.wipro.com/investors/corporate- governance/charters/. Strategy Committee The Strategy Committee reviews, acts and reports to our Board with respect to the mission, vision and strategic direction of the Company. Primary responsibilities of this Committee, inter alia, are: • Making recommendations to the Board relating to the Company’s mission, vision, strategic initiatives, major programs and services; 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 for the Company and for each division and entity and recommending updates to the Board; Establishing criteria for management to evaluate potential strategic investments, reviewing proposals for acquisition or divestment opportunities for the Company and making appropriate recommendations to the Board, and reviewing post-transaction integration matters; Assisting in the development of a strategic dashboard of key indicators; and Monitoring the organization’s performance against measurable targets (e.g. market share, increase in revenue, or operating margin) or progress points (such as emerging technologies). • • • • • The Strategy Committee met twice in the financial year on April 20, 2015 and January 16, 2016. Composition of the Strategy Committee and details of attendance of members at its meetings during the year 2015-16 is given below: Name Position Number of meetings attended Mr. William Arthur Owens Chairman Dr. Jagdish N Sheth Member Mr. Vyomesh Joshi Mr. Azim H Premji Mr. T K Kurien Member Member Member 2 1 2 2 2 The Administrative and Shareholders/Investors Grievance Committee carries out the role of Stakeholders Relationship Committee in compliance with Section 178 of the Companies Act, 2013 and the Listing Regulations. 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, the Administrative and Shareholders/ Investors Grievance 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. Mr. M K Sharma, Independent Director, is the Chairman of the Administrative and Shareholders/Investors Grievance Committee. The Administrative and Shareholders/Investors Grievance Committee met four times during the year 2015-16 on April 20, 2015, July 22, 2015, October 20, 2015 and January 17, 2016. In addition, this Committee reviews once in 15 days the investor complaints and redressal of shareholders queries. Composition of the Administrative and Shareholders/ Investors Grievance Committee and details of attendance of members at its meetings during the year 2015-16 is given below: Name Position Mr. M K Sharma Mr. T K Kurien Ms. Ireena Vittal* Chairman Member Member Number of meetings attended 3 4 3 * Ms. Ireena Vittal was appointed as a member with effect from April 21, 2015 Status Report of investor queries and complaints for the period from April 1, 2015 to March 31, 2016 is given below: Sl. No. 1 2 3 4 Particulars Investor complaints pending at the beginning of the year Investor complaints received during the year Investor complaints disposed of during the year Investor complaints remaining unresolved at the end of the year No. of Complaints NIL 619 619 NIL Wipro Limited 115 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 under the Listing Regulations. IV. Governance Through Management process Code of Business Conduct In the year 1983, we articulated ‘Wipro Beliefs’ consisting of six statements. At the core of beliefs was integrity, articulated as “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 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. This 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 at http://www.wipro.com/investors/corporate- governance/policies-and-guidelines/. 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 has been made available on the Company’s website at http://www.wipro.com/investors/ corporate-governance/policies-and-guidelines/. Disclosure Policy In line with requirements under regulation 30 of the Listing Regulations, the Company has framed a policy on disclosure of material events and information as per the Listing Regulations, which is available on our website at http://www.wipro.com/investors/corporate-governance/ policies-and-guidelines/. The objective of this policy is to have uniform disclosure practices and ensure timely, adequate and accurate disclosure of information on an ongoing basis. The Company has constituted a Disclosure Committee consisting of senior officials, which approves all disclosures required to be made by the Company. The Company Secretary acts as Secretary to the Disclosure Committee. Considering that the Company’s securities are listed on New York Stock Exchange, parity in disclosures are maintained through simultaneous disclosure on National Stock Exchange of India Limited, the Bombay Stock Exchange Limited and the New York Stock Exchange. Ombuds Policy The Company has adopted an ombuds process which is a channel for receiving and redressing complaints from employees and directors. Under this policy, we encourage our employees to report any fraudulent financial or other information 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 investigation. Mechanism followed on under ombuds process is appropriately communicated within the Company across all levels and has been displayed on Wipro’s intranet and on Wipro’s website at http://www.wipro.com/investors/corporate-governance/ policies-and-guidelines/. Policy for Preservation of Documents Pursuant to the requirements under Regulation 9 of the Listing Regulations, the Board has formulated and approved a Document Retention Policy prescribing the manner of retaining the Company’s documents and the time period up to certain documents are to be retained. The policy percolates to all levels of the organization who handle the prescribed categories of documents. Policy for Prevention, Prohibition & Redressal Sexual Harassment of Women at Workplace Pursuant to the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2014, your Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.  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 met three times during the year 2015-16 and submitted its report to the Audit, Risk and Compliance Committee for its review and consideration. 116 Annual Report 2015-16 V. Disclosures Disclosure of Materially Significant Related Party Transactions All related party transactions that were entered into during the financial year were at 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. As required under regulation 23 of Listing Regulations, the Company has adopted a policy on Related Party Transactions. The abridged policy on Related Party Transactions is available on the Company’s website at http://www.wipro.com/investors/corporate-governance/ policies-and-guidelines/. Apart from receiving director remuneration, none of the Directors has any pecuniary relationships or transactions vis-à-vis the Company. During the year 2015-16, no transactions of material nature were entered into by the Company with the Management or their relatives that may have a potential conflict of interest with the Company and the concerned officials have given undertakings to that effect as per the provisions of the Listing Regulations. The Register under Section 188 of the Companies Act, 2013 is maintained and particulars of transactions have been entered in the Register, wherever applicable. Subsidiary Monitoring Framework All the subsidiary companies of the Company are managed by their Boards having the rights and obligations to manage these Companies in the best interest of respective 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, Risk and Compliance 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 which has generated 20% of the consolidated income of the Company during the previous financial year. Certificate on Corporate Governance The certificate dated June 3, 2016 issued by Mr. V Sreedharan, Partner, V Sreedharan & Associates, Company Secretaries, is given at page no. 129 of this Annual Report in compliance with corporate governance norms prescribed under the Listing Regulations. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges 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 Exchanges or SEBI on matters related to Capital Markets, as applicable, during the last three years. Whistle Blower Policy and affirmation that no personnel have been denied access to the Audit, Risk & Compliance Committee As mentioned earlier in this report, the Company has adopted an Ombuds process which is a channel for receiving and redressing employees’ complaints. No personnel in the Company has been denied access to the Audit, Risk and Compliance Committee or its Chairman. Disclosures with respect to demat suspense account/ unclaimed suspense account (Unclaimed Shares) Pursuant to Regulation 39 of the Listing Regulations, reminder letters have been sent to shareholders whose shares remain unclaimed from the Company. Based on their response, such shares will be transferred to “unclaimed suspense account” as per the provisions of schedule VI of the Listing Regulations. The disclosure as required under schedule V of the Listing Regulations is given below: (a) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year- Nil (b) Number of shareholders who approached listed entity for transfer of shares from suspense account during the year- Nil (c) Number of shareholders to whom shares were transferred from suspense account during the year- Nil (d) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year- Nil (e) Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- NA Wipro Limited 117 Shareholder Information Various shareholder information required to be disclosed pursuant to Schedule V of the Listing Regulations are provided in Annexure I to this report. Compliance with Mandatory Requirements Your Company has complied with all the mandatory corporate governance requirements under the Listing Regulations. Specifically, your Company confirms compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub- regulation (2) of regulation 46 of the Listing Regulations. VI. Compliance Report on Non-mandatory requirements under Regulation 27(1) 1. The Board As per para A of Part E of Schedule II of the Listing Regulations, a non-executive Chairman of the Board 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 the Company is an Executive Director and hence this provision is not applicable to us. 2. Shareholders rights We display our quarterly and half yearly results on our web site www.wipro.com and also publish our results in widely circulated newspapers. We have communicated the payment of dividend by e-mail to shareholders in addition to dispatch of letters to all shareholders. We publish the voting results of shareholder meetings and make it available on our website www.wipro.com, and report the same to Stock Exchanges in terms of regulation 44 of the Listing Regulations. 4. Separate posts of Chairperson and Chief Executive Officer Mr. Azim H Premji is the Chairman and Managing Director of the Company and Mr. Abidali Z Neemuchwala is the Chief Executive Officer of the Company. The Company’s Board consists of majority of Independent Directors. All policy and strategic decisions of the Company are taken through a majority decision of this independent Board. 5. Reporting of Internal Auditor Reporting of Head of Internal Audit is to the Chairman of the Audit Committee of the Board and administratively to the Chief Finanical Officer. Head of Internal Audit has regular and exclusive meetings with the Audit Committee prior to reports of Internal Audit getting discussed with the Management Team. 6. NYSE Corporate Governance Listing Standards The Company has made this disclosure in compliance with the New York Stock Exchange Listing Standards and NYSE Listed Company Manual on its website www.wipro.com/investors/corp-governance and has filed the same with the New York Stock Exchange (NYSE). Declaration as required under Regulation 34(3) and Schedule V of the Listing Regulations 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, 2016. 3. Modified opinion(s) in audit report The Auditors have issued an un-qualified opinion on the financial statements of the Company. Place : Bangalore Date: June 03, 2016 Azim H Premji Chairman 118 Annual Report 2015-16 ANNEXURE I Shareholder Information Corporate Identity Number (CIN) Our Cor porate Identit y Number (CIN), allotted by Ministry of Company Affairs, Government of India is L32102KA1945PLC020800, and our Company Registration Number is 20800. Annual General Meeting Annual General Meeting for the year ended March 31, 2016 is scheduled to be held on Monday, July 18, 2016 at 4.00 p.m 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 16, 2016 before 4 pm. You can also cast your vote electronically by following the instructions of e-voting sent separately. Annual General Meetings and Other General Body meeting of the Last Three Years and Special Resolutions, if any. For the Year 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 at the meeting: • • • Appointment of Mr. Vyomesh Joshi as Director Re-appointment of Mr. Azim H Premji as Chairman and Managing Director – special resolution Re-appointment of Mr. Suresh C Senapaty as the Chief Financial Officer and Executive Director 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 on the 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 at the meeting (last three being Special Resolutions). • • • Appointment of Mr. Vyomesh Joshi as an Independent Director Appointment of Mr. Narayanan Vaghul as an Independent Director Appointment of Dr. Ashok S Ganguly as an Independent Director • • • • • • 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 No resolution was passed through postal ballot during the financial year 2014-15. For the Year 2014-15, we had our Annual General Meeting on July 22, 2015 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 at the meeting: • • Re-appointment of Mr. Azim H Premji (DIN 00234280), as Executive Chairman and Managing Director of the Company (special resolution) Appointment of Mr. Rishad Azim Premji (DIN 02983899), as Whole-time Director of the Company (ordinary resolution) 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, Risk and Compliance Committee reviews the earnings press releases, Securities Exchange Commission (SEC) filings and annual and quarterly reports of the Company, before they are presented to the Board for their approval for release. News Releases and Presentations: 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 and 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 Wipro Limited 119 Management, are also available on the website in a user friendly and downloadable form at http://www.wipro.com/investors/. In addition, the Board may meet on other dates as and when required. Annual Report: Annual Report containing audited standalone accounts, consolidated financial statements together with Board’s Report, Auditors Report and other important information are circulated to members entitled thereto. Other Disclosures/Filings: Further, our Form 20- F filed with SEC containing detailed disclosures and along with other disclosures including Press Releases etc. are available at http://www.wipro. com/investors/. Communication of Results Means of Communications Number of times during 2015-16 Earnings Calls Publication of results Analysts meet Financial Calendar 4 4 - The financial year of the Company starts from on the 1st day of April and ends on 31st day of March of next year. Our tentative calendar for declaration of results for the financial year 2016-17 is as given below: Quarter Ending For the Quarter ending June 30, 2016 For the Quarter and half year ending September 30, 2016 For the Quarter and nine months ending December 31, 2016 For the year ending March 31, 2017 Release of Results Fourth week of July, 2016 Fourth week of October, 2016 Fourth week of January, 2017 Fourth week of April, 2017 The Register of Members and Share Transfer books will remain closed on July 13, 2016 and July 14, 2016. Dividend Your Board declared an Interim Dividend of ₹ 5/- per share on equity shares of face value of ₹ 2/- each on January 18, 2016 to those shareholders who were on the Register of Members as of the closing hours of January 27, 2016. Your Board has recommended a Final Dividend of ₹1 per share on equity shares of face value of ₹2/-. This is subject to approval by shareholders at the 70th Annual General Meeting. Final Dividend on equity shares as recommended by the Directors for the year ended March 31, 2016, when approved at the Annual General Meeting, will be paid on July 22, 2016. Unclaimed Dividends Pursuant to section 125A of Companies Act, 2013, the Company has transferred the unpaid or unclaimed final 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 22, 2015 (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. 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. The Companies Act, 2013 provides for claiming such Dividends from the Central Government. 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 on March 31, 2016 and the stock codes are: Equity shares Bombay Stock Exchange Limited (BSE) Stock Codes 507685 National Stock Exchange of India Limited (NSE) WIPRO Address BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001 Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai American Depository Receipts New York Stock Exchange (NYSE) WIT 11 Wall St, New York, NY 10005, United States of America 120 Annual Report 2015-16 Notes: 1. 2. 3. Listing fees for the year 2016-17 has been paid to the Indian Stock Exchanges as on date of this report. Listing fees to NYSE for the calendar year 2016 has been paid as on date of this report. The stock code on Reuters is WPRO.NS and on Bloomberg is WIPRO.IN International Securities Identification Number (ISIN) ISIN is an identification number for traded shares. This number needs to be quoted in each transaction relating to the dematerialized equity shares of the Company. ISIN number for our equity shares is INE075A01022. CUSIP Number for American Depository Shares The Committee on Uniform Security Identification Procedures (CUSIP) of the American Bankers Association has developed a unique numbering system for American Depository Shares. This number identifies a security and its issuer and is recognized globally by organizations adhering to standards issued by the International Securities Organization. Cusip number for Wipro American Depository Scrip is 97651M109. Description of Voting Rights All our equity shares carry voting rights on a pari-passu basis. Distribution of Shareholding as on March 31, 2016 Category (Amount) 1-5000 5001- 10000 10001- 20000 20001- 30000 30001- 40000 40001- 50000 50001- 100000 100001& Above 31-Mar-16 31-Mar-15 No. of share- holders % of share- holders No. of shares 222,793 97.99 23,400,173 1,605 1,084 423 234 154 328 748 0.71 0.48 0.19 0.10 0.07 0.14 0.32 5,697,804 7,672,666 5,185,043 4,062,455 3,451,385 11,968,612 % of total equity 0.95 0.23 0.31 0.21 0.16 0.14 0.48 No. of share- holders 209,007 1,637 1,075 424 234 144 339 728 % of share- holders No. of shares % of total equity 97.85 22,933,026 5,868,639 7,618,486 5,199,653 4,074,519 3,227,405 12,263,597 0.77 0.50 0.20 0.11 0.07 0.16 0.34 0.93 0.24 0.31 0.21 0.17 0.13 0.50 2,409,275,152 97.52 2,407,857,713 97.51 Total 227,369 100.00 2,470,713,290 100.00 213,588 100.00 2,469,043,038 100.00 Dematerialisation of Shares and Liquidity 98.93% of outstanding equity shares have been dematerialized as at March 31, 2016. Outstanding ADR/GDR/Warrants or any other Convertible instruments, Conversion Date and Likely Impact on Equity The Company has 1.97 % of outstanding ADRs as on March 31, 2016. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities Please refer to Management Discussion and Analysis Report for details. Market Share Price Data The performance of our stock in the financial year 2015-16 is tabulated below: Wipro Limited 121 Monthly High and Low Price Points and Volume in National Stock Exchange and New York Stock Exchange: Month April May June July August September October November December January February March Volume traded NSE 4,41,81,888 3,46,49,188 3,59,49,507 2,61,79,626 2,79,71,595 2,97,44,898 2,82,42,029 2,46,90,439 2,51,77,172 2,37,45,170 2,24,09,439 3,38,05,928 Price in NSE during the month (in ` per share) High Date Volume traded NSE Low Date Volume traded NSE 636.45 566.1 577.75 593.8 587.5 604.9 613.3 579.65 587.45 565.7 573.9 570 1-Apr-15 21-May-15 19-Jun-15 23-Jul-15 18-Aug-15 24-Sep- 2015 1-Oct-15 3-Nov-15 1-Dec-15 29-Jan-16 1-Feb-16 31-Mar-16 1,191,542 1,459,842.00 5,166,628 2,229,413 1,402,485.00 2,080,264.00 3,500,187 1,056,986 1,725,073 1,450,233 1,506,973.00 3,875,911 512.5 525.1 529 541.25 528.3 544.15 564.65 542.25 548.5 530.75 507.9 523.45 24-Apr-15 7-May-15 12-Jun-15 1-Jul-15 25-Aug-15 07-Sep- 2015 23-Oct-15 16-Nov-15 21-Dec-15 18-Jan-16 29-Feb-16 1-Mar-16 3,565,799 2,274,572 2,215,415 1,204,636 2,868,240 1,070,478 1,859,286 1,110,826 1,163,941 1,693,486 2,079,616 1,725,272 S&P CNX Nifty Index during each month High Low 8,844.80 8,489.55 8,467.15 8,654.75 8,621.55 8,055.00 8,336.30 8,116.10 7,979.30 7,972.55 7,600.45 7,777.60 8,144.75 7,997.15 7,940.30 8,315.40 7,667.25 7,539.50 7,930.65 7,714.15 7,551.05 7,241.50 6,825.80 7,035.10 Wipro Price Movement vis-as-vis Previous Month High/Low (%) High % Low % -5.35% -11.05% -16.28% 2.46% 2.06% 0.74% S&P CNX Nifty Index Movement vis a vis High % Low % -1.68% -2.36% -4.02% -1.81% -0.26% -0.71% 2.78% 2.32% 2.22% 4.72% -1.06% -2.39% -0.38% -7.79% 2.96% 3.00% -6.57% -1.67% 1.39% 3.77% 3.49% 5.19% ADS Share Price During the Financial Year 2015-16 -5.49% -3.97% 1.35% 1.15% -3.70% -3.24% 1.45% -0.68% -4.31% 3.06% -2.64% -2.73% -1.69% -2.11% -0.08% -4.10% -4.67% -5.74% 2.33% 3.07% April May June July August September October November December January February March 11.47 12.07 11.97 12.36 11.71 12.29 12.38 12.55 11.54 11.72 11.18 12.58 7,843.51 7,829.45 7,652.37 7,712.68 7,121.09 6,946.62 7,405.30 7,366.80 7,168.22 7,015.37 7,030.42 7,582.94 -13.89% 5.23% -0.83% 3.26% -5.26% 4.95% 0.73% 1.37% -8.05% 1.56% -4.61% 12.52% 2.89% -0.18% -2.26% 0.79% -7.67% -2.45% 6.60% -0.52% -2.70% -2.13% 0.21% 7.86% 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 $ 122 Annual Report 2015-16 Performance of Wipro equity share and Wipro ADR relative to the CNX IT index, Nifty index, NYSE TMT index, BSE SENSEX, CRISIL index during the period April 1, 2015 to March 31, 2016 is given in the following chart: 110 105 100 95 90 85 80 5 1 - r p A - 1 5 1 - y a M - 1 5 1 - n u J - 1 5 1 - l u J - 1 5 1 - g u A - 1 5 1 - p e S - 1 5 1 - t c O - 1 5 1 - v o N - 1 5 1 - c e D - 1 6 1 - n a J - 1 6 1 - b e F - 1 6 1 - r a M - 1 Wipro Wipro ADR NYSE TMT CNXIT Nifty Base 100 = April 1, 2015 Registrar and Transfer Agents Address for Correspondence 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. The address of our Registrar and Share Transfer Agents is given below. M/s Karvy Computershare Private Limited Unit: Wipro Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032. Phone: 040-23420818 Fax: 040 23420814 Wipro Limited 123 Contact Person: Mr. B. Srinivas - E-mail id: srinivas.b@karvy.com Ms. 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. Overseas Depository for ADSs J.P. Morgan Chase Bank N.A. 60, Wall Street New York, NY 10260 Tel: 001 212 648 3208 Fax: 001 212 648 5576 Indian Custodian for ADSs India Sub Custody J.P. Morgan Chase Bank N.A. J.P. Morgan Towers, 1st Floor, off C.S.T. Road, Kalina, Santacruz (East), Mumbai 400 098 Tel: 022-61573484 Fax: 022-61573910 Web-Based Query Redressal System 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 website, 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: Ph: 91 80 28440011 (Extn 226185) Fax: 91 080 28440051 Email: sanaulla.khan@wipro.com Ph: 91 80 28440011 (Extn 226183) Fax: 91 080 28440051 Email: kothandaraman.gopal@wipro.com Mr. M Sanaulla Khan Company Secretary Wipro Limited Doddakannelli Sarjapur Road Bangalore 560 035 Mr. G Kothandaraman Head - Secretarial & Compliance Wipro Limited Doddakannelli Sarjapur Road Bangalore-560035 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 Ph : +1 9788264700 Fax: +1 8005724852 Email: abhishek.jain2@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 Mr. Abhishek Kumar Jain Senior Manager, 2 Tower Center, Boulevard, 22nd Floor, East Brunswick, NJ-08816, USA 124 Annual Report 2015-16 Plant Locations Details of locations or facilities of the Company (other than corporate and administrative office) as on March 31, 2016 is provided below: Address #88, MG Road Sl. No. 1 2 Wividus Records Room (cisf building) 74/F, Electronic City, Hosur Road 3 Primal Pritech Park SEZ 4 5 Electronics City Phase 1 Keonics Electronics City, Hosur Road 6 Wipro SEZ, Doddathogur Village, Begur Hobli/Electronics City 7 Wipro SEZ, Doddakannelli Village, Varthur Hobli/Sarjapur Road 8 9 10 11 12 13 Mahindra World City SEZ, Kancheepuram District 14 TRIL Infopark Limited, Ramanujan IT Park 15 Airoli, Thane, Belapur Road, Navi Mumbai 16 17 18 19 RR Towers - II, Guindy 3rd & 7th floor, 11th floor,A wing, 514, Dalamal Towers, Nariman Point # 701, 7th Floor, Block - C, Hardy Tower, Ramanujan IT Park,Taramani 475A Shollinganallur, Old Mahabalipuram Road ELCOT SEZ, Shollinganallur Village #482-483,Udyog Vihar, Phase-3 SP Infocity, S.No. 209, Pune - Saswad Road, Fursungi Solitaire,Basement, Ground, 1st, 2nd & 3rd floor Doraisanipalya, Billekhalli village 3,4,5,6 & 7th floor, 8, 9, 10,11th floor,EPIP Zone, Kundalahali Village, KrishnarajapuramHobli, Doddanakundi Post, White Field Survey No 39, part in Resapuvaripalem Village,Old TB Hospital, Rama Talkies Road, Visakhapatnam 2nd floor, 59A-16-13/11A Durga Bhavani Complex RTC Colony Pantakaluva Rad, Patapati Shop No.T-303, Crystal Arc Commercial Complex, TS No.78 & 74, 3rd Floor, Balmatta Road 20 AVS store-6C, Hyland Industrial Estate, 11th KM Stone, NH-7 hosur road 21 AVS store-6D, Ground floor, and 1st Floor Hyland Industrial Estate, 11th KM Stone, NH-7 hosur road 22 AVS Stores, No.38/5B, Hyland Industrial Estate, 11th KMS Hosur Main Road,Bommana Halli 23 o.1-7-227 to 234, Shyam Tower, 4th floor, Paradise Circle, S.D.Road 24 25 26 27 Citicenter, EDC Complex at Patto Plaza, Panjim, Tiswadi 28 No.37/405, Panorama House, Zsubhash Chandra Bose Road, Kadavanthara 29 No.31/984, Subash Chandra Bose Road 30 No.15/49-5, Saran Chambers floor, Diamond Hill, Vellayambalam 31 32 33 34 35 36 No.7, Plot No.110,111,112 and 113 of Siddalingapura Village Panchayat, Belagola, Mysore Taluk in Metagalli First floor, Door No.1268, Mettupalayam Road (Ground floor, First floor & Second floor) Plot A-28, Thattanchavady Plot # C-92, Lal Kothi Scheme #311, Third Floor, Pujer Complex, Subhanpura Main Road, Subhanpura Studio Narinder, Property #15337/5-II(commercial) near 22 No Phatak, Bhupindra Road Industrial Area 37 HW 1223, 54B, Mount Mary Road, Bandra (West) #5, Ghoga Street (Janmabhoomi Marg), Fort 38 #103, B Building, 1st Floor, Shah Industrial Estate, Saki Vihar, Andheri 39 807 & 808 Venus Atlantis, Opp Safal Pegasus, 100ft Road, Satellite 40 41 #196-B, Shri Krishna Puri 42 Ground Floor, Somnath Hall, #16/7/2A, Keyatala Road 43 A-29, Mohan Cooperative Industrial Estate, Mathura Road 44 45 46 47 Devi Niwas, 1st Flr, khalini Plot#471, Phase-III, Udyog Vihar Third floor, Tower E, Site No.2, DLF IT Park, Chandigarh Technology 3rd Floor, E-5/6, Bittan Market, Arera Colony City/Country Bangalore/India Bangalore/India Bangalore/India Bangalore/India Bangalore/India Bangalore/India Bangalore/India Chennai/India Mumbai/India Chennai/India Chennai, India Chennai, India Chennai, India Chennai, India Mumbai/India Gurgaon/India Pune/India Bangalore/India Bangalore/India Bangalore/India Bangalore/India Bangalore/India Secundrabad/India Visakhapatnam/India Vijayawada/India Mangalore/ India Goa/India Kochin/India Kochin/India Trivandrum/India Coimbatore/India Pondicherry/India Jaipur/India Baroda/India Punjab/India Mysore/India Mumbai/India Mumbai/India Mumbai/India Ahmedabad/India Patna/India Kolkata/India New Delhi/India Gurgaon/India Chandigarh/India Madhya Pradesh/India Himachal pradesh/India Wipro Limited 125 R.#3, B-Block,4th floor, Surajdeep Complex, Joping Road, Hazratganj #86/A, Saheednagar, Bhubaneswar - 751007, (1250 sqft at ground floor and 1000 sqft at third floor) 1st floor, Flat no 5, Building No A “Krupa”, Plot No 170, Dhole Patil Road Address 4th floor, Raj Chambers, 29/9, Rana Pratap Marg 2nd Floor, Bhatia Complex, Building #1, Opp. Rajkumar College, GE Road #208-A2 South Block, Bahu Plaza, Gandhinagar Shop No. 31, Pandit Dindayal Upadhyay Market Sy. No.1020/836 & 834, Byepass Gori Pora NH-1A, Opp. Ford Showroom, Hyderpora Sl. No. 48 49 50 51 52 53 Harcharan Singh complex, Property No. E-2, Industrial Area-A.R.K Road 54 No. 32, BMS Tower, Pathankot Chowk, Jalandhar - 144 004 55 56 57 58 Wipro Center, No.5,Papanna street, St.Marks Road Cross 59 Wipro Limited A-23 Mohan Co-operative Industrial Area Sarita Vihar, Mthura Road 60 A - 1 Sec - 3 61 62 63 64 Wipro BPO, Swami Dayananda College, Manjakkudi 65 Carlos Pellegrini, 581 (Piso 7) 1009, Capital Federal, Buenos Aires 66 67 F C Annex’ Plot no 575 A,CTS 1225,Shivaji nagar, Opp Fergusson college rd, 2nd,3rd Spectra Bldg, High Street, Hiranandani Gardens, Powai 4th Floor, Spectra Bldg, High Street, Hiranandani Gardens, Powai Rodovia BR Cento e Dezesseis, no. 10320, Rua Jano Marchesini, no.139, Prado Velho, Curitiba Part of the 6th floor of Bloco B of the Centro Empresarial de São Paulo [building], located in this Capital, at Avenida Maria Coelho Aguiar, No. 215, São Paulo Regus Columbia, Ltda Avenida Chile, Torre, Carrera 7 No 71 - 21 Bogota Regus Puetra de Hlerro Av. Real Acuedcto # 360-A 1st floor, Col.Real Acueducto CP 45116, Zapopan 427 E. Garza Sada Avenue Local 38-27.,Col. Altavista, Monterrey Prolongación Paseo de la Reforma 1015 # 300 North Patrick Building, Suite # 150,Brookfields, Wisconsin 500 West Cypress Creek, Ste 570, Fort Lauderdale 5200 Belfort Road,Ste 250, Jacksonville 100 Tri State International, Ste 300A, Lincolnshire Il 60069 Atco Center - Floors 11 & 2 - 909, 11th Ave SW, Calgary, Alberta Milner Building - Floor 1to 9 (including basement storage) 9th Floor, 10040 - 104 Street, Edmonton Rogers Data Centre,17204 - 114 Ave,NW, Edmonton Standard Life - Floor 16,10405 Jasper Avenue, Edmonton 5090 Explorer Drive, Sutie 800, 803, Missauga, ON Regus Isidora Avda, Las Condes, Isidora Goyenechea 3000 Piso 24, Santiago 2700 Gambell Street, Suite 310, Anchorage, AK 99503 6910 Fayetteville Road, Durham, North Carolina 3700 Centrepoint Drive, Suite 120, 1st floor, Anchorage, Alaska 3535 Piedmont Road NE, Building 14, Suites 1400/300, Atlanta, GA 30305 3565 Piedmont Road NE, Building 4, Suite 500, Atlanta, Georgia 100,200, 300, Davidson, 2858 Woodcock Boulevard,Atlanta 30305 3575 Piedmont Road NE, Building 15, Suite 600, Atlanta, Georgia 30305 1201 SE 8th St, Ste 11, Bentonville, AR  72712 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 One Lincoln Center, 18 W 140 Butterfield Road, Suite 395, Oakbrook Terrace,Chicago, Illiniois 91 Millennium Tower,Suite 1450, 15455 North Dallas Parkway, Texas, Dallas 92 93 94 95 96 97 98 2 Tower Center Boulevard, Suite 2200, East Brunswick, NJ 08816 Suite 6042, 6055, 6057, 6th Floor, 400 Continental Blvd, El Segundo 129 East Crawford St., Findlay, OH 45840, Findlay, OH 45840 ‘ 1080 Eldridge Parkway, Suite 1400, Houston, TX 77077 1028 G, Lincoln,Nebraska, 68508 South Point Tower 1650 West 82nd Street, Suite 725 Bloomington, MN 55431 18001 Old Cutler Road, Suite 651, Palmetto Bay, FL 33157. City/Country Uttar Pradesh/India Chattisgadh/India Jammu/India Punjab/India Jammu/India Punjab/India Punjab/India Uttar Pradesh/India Bhubaneswar/India Pune/India Bangalore/India New Delhi/India Noida/India Pune/India Mumbai/India Mumbai/India Manjakkudi/India Argentina Brazil Brazil Columbia Mexico Mexico Mexico USA USA USA USA Canada Canada Canada Canada Canada Chile USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA 126 Annual Report 2015-16 City/Country Address 425 National Avenue, Suite 200, Mountain View, CA 94043 Sl. No. USA 99 USA 100 810 Crescent Centre Drive, Suite 400, Franklin, TN 37067 USA 101 1114 Avenue of the Americas, Suite 3030, New York, NY 10110 USA 102 1900, Crown Colony Dr.,Massachusetts USA 103 Building C 5020 148th Avenue NE,suite C - 100, Redmond, Washington USA 104 411, 108th Avenue, NE,19th Floor Bellevue, WA 98004 USA 105 100-120 Madison Street,12th Floor, Syracuse, NY USA 106 10210 Highland Manor Drive, Tampa USA 107 888, W. Suite 1290, Big Beaver Road, Troy, Michigan USA 108 601 13th Street, 11th Floor South, Washington USA 109 8390, East Crescont Parkway Suite 300, Greenwood Village, Colorado, Broomfield USA 110 728 Heisinger, Suite G Jefferson City, MO USA 111 905 Weathered Rock Road Jefferson City, MO 65101 USA 112 2 Christie Heights Leonia, New Jersey 07605 USA 113 6620 Bay Circle Drive, Norcross, GA 30071-1210 USA 114 11707 Miracle Hills Drive Omaha, NE 68154 USA 115 2411 W. Rose Garden Lane, Ste 130, Phoenix AZ USA 116 2005E Technology Circle, Tempe, Arizona USA 117 6320 Canoga Ave., Suite 600 Woodland Hills, CA 93167 Austria 118 Reichsstrase 126 / I. Stock Feldkirch Austria 119 Veinna twin towers, Wienerbergstrasse 11, Vienna 1100 England 120 A union Winds Aberdeen Ireland 121 6th,7th floor & part of 5th floor, The Quartz, Elm Park, Merrion Road, Dublin England 122 Hemel One, First Floor, Building 1, Boundary Way, Hemel Hempstead,HP2 7YU England 123 The Deep Business Centre Kingston upon Hull England 124 Level 2, 3 Sheldon Square, London W2 6PS London England 125 FF, 186 - 188 City Road, London  EC1 2NU England 126 Regus, CBX 11, West Wing, 382-390, Midsummer Boulevard, Milton Keynes MK9 2RG England 127 Kingswood House, 80 Richardshaw Lane Pudsey, Leeds LS28 6BN England 128 S10,S11, S12B, Columbia House, Columbia Drive, Worthing BN13 3HD England 129 G6, S2/S3, S10 S11 & S12B Columbia house, columbia drive, Worthing, West Sussex BN13 3HD Finland 130 Wipro Limited c/o Nokia Siemens Networks Linnoitustie 6, B-building, 4th floor, 02600 Espoo 131 Keilaranta 10, 8th floor Unit E8a Finland 132 Wipro Limited, c/o Nokia Siemens Networks, Partner Campus Area, Ground Floor, Building B,Kaapelitie 4 (Rusko I) Oulu Finland France 133 Gare Part Dieu, Place Charles Beraudier, 69428 Lyon Cedex France 134 Tour Prisma, 4/6 Avenue d’Alsace, Paris France 135 Cap Nord, Bat A 2,Allée Marie Berhaut, Renne France 136 7 Avenue Didier Daurat, Toulouse Germany 137 BüroHaus auf dem hagen_campus, Gottfried-Hagen-Str. 44,Köln COLOGNE Germany 138 Wassenaarseweg 22, Den Hague Germany 139 WestendGate, Hamburger Allee 2-4, Frankfurt Germany 140 Polarisavenue 57, Hoofddorf Germany 141 Hopfenster,1d, 24114, Kiel Germany 142 Regus, 26,Boulevard Royal, Luxembourg Germany 143 Reim Arkadin, Zweigniederlassung Deutschland, Lehrer-Wirth-Str. 2, Munich Germany 144 Thurn-und-Taxis Str 12, Nurnberg Germany 145 Flugfeld,Boebllngen Stuttgart Germany 146 PartnerPort, Altrottstrasse 31, Walldorf Hungary 147 1117,budapest 4082/21, Gábor Dénes utca 2, Budapest Turkey 148 Regus, Ayazaga Mahallesi, Maydan Sokak No 1, Beybi Giz Plaza, Kat 26 & 27 Maslak, Istanbul Kazakhstan 149 15 B, Satpayev str, Atyrau city Ukraine 150 Regus - 42 - 44, Shovkovychna Street, Kiev Wipro Limited 127 Address Sl. No. 151 High Tech Campus 1 5656 AE Eindhoven - The Netherlands, P.O. Box 80036 - 5600 JW Eindhoven 152 Snarøyveien 30, Building C 1360 Fornebu Oslo 153 Martin Linges Vei 25, No.1364 Fornebu, Snaroya 154 16th Flr, (Millennium Plaza) Al. Jerozolimskie 123a, Warsaw 02-017, Warsaw 155 SA 2650, Rua Engenheiro Frederico Ulrich, Moreira,Maia 156 109028, Moscow,13,Khokhlovsky lane, bdl1, floor 3, Room 2 157 Lange Kleiweg 8 158 5 Redwood Place, Peel Park Business Centre Ground Floor West Wing, East Kilbride G74 5PB (Scotland) 159 Regus - Madrid Serviced Office, Puerta De las Naciones, Ribera del Loria 46, Campo de las Naciones 160 Beridarebanan 11,Sveavagan 9, 13 Stockholm 161 Regus - Basel Serviced Office, City Centre 5th Floor, Innere Margarethenstrasse 162 Güzeloba Mahallesi, Ahmet Aksu Sitesi, F Blok, No: 2, Muratpaşa, Antalya 163 Regus, Corner Plus Is Merkezi,Fethiye Mah, Sanayi Cad. No. 263 Kat 3, Nilufer Bursa 164 Regus, Lelvent No.193 Binasi, Buyukdere Cad.No.193 K.2, 34394 4 Istanbul 165 1st Floor, Building B, Hatanpään Valtatie 30, Tampere 166 # 317, 3rd Floor, Kiinteisto Oy St Erik, Kristiinankatu 9, Turku 167 Badenerstrasse 549, Zurich 168 OBC Suisse (Airgate) AG, plug and work AG, Hotelstrasse,Postfach 311, CH-8058 Zürich Airport, Zurich 169 19 Genfell Street, Adelaide 170 Brisbane (Sales serviced office), Level 18, 123 Eagle Street, Brisbane 171 Level 9, Nishi, 2 Phillip Law Street Canberra ACT 2601 AUS 172 Level 4/80 Dorcas Street, South Melbourne Victoria 173 Level 6 suite 1, 80 George street, Paramatta 174 Level 5 to 11, Allendale II,12 the Esplanade,Perth 175 201 Millers St, North Sydney 176 Suite # 1.02, Level 1, Building C, Talavera Corporate Center, Talavera Road, Macquaire Park New South Wales 177 Unit 1 & 2, 7 Sky Close, Taylors Beach NSW 2316 178 51 Changi Business Park Central 2, #09-03, The Signature, 179 1 Changi Business Park,Plaza 8, Podium A, B, #02-02/03/09/08/10, #05-04/05/06 180 16th Floor, Jalan Steson Sentral, 5 KL Sentral, Kuala Lampur 181 Suite G09, 2300 Century Square, Jalan Usahawan, Cyber 6, 63000 Cyberjaya, Selangor Darul Ehsan 182 18th Floor Philamlife Tower, 8767 Paseo de Roxas,Market City, Metro Manila 122 183 Level 37, Taipei 101, Tower 7, 7 Xinyi Road, Section 5, 110 Taipei 184 Unit 17-02B, 152 North Sathron road, Silom Sub-district, Bangrak District, Bangkok 185 Regus Jakarta Menara Standard Chartered, 30/F Jl. Prof.Dr. Satrio Kav 164, Jakarta 186 My Yangon Office,No. 42A, Pantra Street,Dagon Township,Yangon  187 D2, Tianfu Software Park Chengdu 188 F3, bldg9, Zhangjiang Micro-electronice Port, Shanghai 189 Umeda Shindo Building,Umeda Shindo Building,3F, 1-1-5 Osaka Dojima,Kita-ku, Osaka 190 Yokohama Landmark Tower 26F #2605 191 Office No 146, First Floor, Willowbridge Centre 39, Carl Cronje Dr, Capetown 192 10th Floor, The Forum, 2 Maude Street, Sandton, Johannesburg, Sandown 193 7th Floor, Mulliner Towers, 39 Alfred Rewane Road, (Kingsway Road), Ikoyi Lagos 194 7th Floor, Course View Towers, Plot 21, Yusuf Lule Road Nakasero, Kampala, Uganda 195 Orchid business center -Alseef 196 D603, St.14, Building 43, Al Mansour, Baghdad 197 First floor, Building D, The Business Park, Airport Road, Doha City/Country Netherland Norway Norway Poland Portugal Russia Netherland Scotland Spain Sweden Switzerland Turkey Turkey Turkey Turkey Turkey Switzerland Switzerland Australia Australia Australia Australia Australia Australia Australia Australia Australia Singapore Singapore Malaysia Malaysia Philippines Taiwan Thailand Indonesia Myanmar  China China Japan Japan S. Africa S. Africa S. Africa Uganda Bahrain Iraq Qatar 128 Annual Report 2015-16 CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE Corporate Identity No : L32102KA1945PLC020800 Nominal Capital : ` 610 Crores To the Members of WIPRO LIMITED Doddakannelli, Sarjapur Road, Bengaluru - 560035 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 period from April 01, 2015 to November 30, 2015 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from December 01, 2015 up to March 31, 2016. 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 and informatin furnished to us, we certify that the Company has complied with all the mandatory requirements of Corporate Governance as stipulated in Schedule II of the said Regulations/Listing Agreement. As regards Discretionary Requirements specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has complied with items C and E. Bengaluru June 3, 2016 For V. Sreedharan & Associates Company Secretaries Sd/- V. Sreedharan Partner F.C.S.2347; C.P. No. 833 Wipro Limited 129 Standalone Financial Statements under India GAAP INDEPENDENT AUDITORS’ REPORT To the Members of Wipro Limited Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Wipro Limited (‘the Company’), which comprise the balance sheet as at March 31, 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone 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 and presentation of these standalone 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 standalone 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 standalone financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone 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 standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and 2. 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, 2016 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, 2016 (“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, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. As required by Section 143 (3) of the Act, we report, to the extent applicable, 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 standalone 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, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act; (f ) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; and Report on Other Legal and Regulatory Requirements (continued) (g) 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 standalone financial statements – Refer Note 33 and 40 to the standalone 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 34 and 35 to the standalone 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 B S R & Co. LLP Chartered Accountants Firm’s registration number: 101248W/W-100022 Vijay Mathur Partner Membership number: 046476 Bangalore June 3, 2016 130 Annual Report 2015-16 Standalone Financial Statements under India GAAP ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT In respect of the Annexure referred to in paragraph 1 of our report to the Members of Wipro Limited (“the Company”) for the year ended March 31, 2016, we report that: (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 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 programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, title deeds of immovable properties are held in the name of the Company. (ii) The inventory, except goods-in-transit, has been physically verified by the management during the year and the discrepancies noticed on such verification between the physical stock and the book records were not material. In our opinion, the frequency of such verification is reasonable. (iii) During the current year, the Company has not granted any loans, secured or unsecured to parties covered in the register required to be maintained under Section 189 of the Act. However, in an earlier year, an interest free loan was granted to a party (wholly owned subsidiary) covered in the register maintained under Section 189 of the Act. (a) The Company has not granted any loans, secured or unsecured to the parties covered in the register maintained under Section 189 of the Act during the current year. (b) In the case of a loan granted to the party listed in the register maintained under Section 189 of the Act, the loan is interest free and the principal is repayable on demand and the Company has not sought repayment of the loan during the current year. (c) There are no overdue amounts in respect of the loan granted to a party listed in the register maintained under Section 189 of the Act. (iv) In our opinion and according to the information and explanations given to us, the Company does not have any transactions to which the provisions of Section 185 apply. The Company has complied with the provisions of Section 186 of the Act, with respect to the loans, investments, guarantees and security. (v) The Company has not accepted any deposits from the public. (vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the products or services rendered by the Company. (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, 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, 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, 2016 for a period of more than six months from the date they became payable. (b) According to the 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: Wipro Limited 131 Standalone Financial Statements under India GAAP Name of the Statute Nature of the dues The Income Tax Act, 1961 The Income Tax Act, 1961 The Income Tax Act, 1961 Income Tax and interest demanded Income Tax and interest demanded Income Tax and interest demanded (based on draft assessment order) Amount unpaid * (` in millions) Period to which the amount relates (Assessment year) Forum where dispute is pending 31,968 2001-02 to 2007-08 High Court ** 3,101 2007-08 to 2011-12 Income tax Appellate Tribunal 4,247 2012-13 to 2013-14 Dispute Resolution Panel *** The Income Tax Act, 1961 Income Tax and interest demanded 4 2012-13 Appellate Authorities 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 1,748 1986-87 to 2010-11 Appellate Authorities Sales tax demanded 375 1998-99 to 2009-10 Appellate Tribunal Sales tax and penalty demanded 38 1999-00 to 2007-08 High court/ Supreme court The Central Excise Act, 1944 Excise duty demanded The Central Excise Act, 1944 Excise duty demanded The Central Excise Act, 1944 Excise duty demanded 59 1995-96 to 2012-13 Appellate Authorities 175 2004-05 to 2010-11 CESTAT 1 2007-08 High Court/ Supreme Court The Customs Act, 1962 The Customs Act, 1962 The Customs Act, 1962 Customs duty, interest and penalty demanded 296 1995-96 to 2009-10 Appellate Authorities Customs duty and penalty demanded 7 1991-92 to 2011-12 CESTAT Customs duty demanded 44 1990-91 to 1998-99 High court/ Supreme court The Finance Act, 1994 – service tax Service tax demanded The Finance Act, 1994 – service tax Service tax demanded 109 2004-05 to 2010-11 Appellate Authorities 386 2001-02 to 2011-12 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. (viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of its dues to the banks. The Company did not have any outstanding dues to any financial institutions, government or debenture holders during the year. (ix) The Company did not raise any moneys by way of initial public offer or further public offer (including debt instruments) during the year. 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. (x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. (xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. (xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards. (xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. (xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934. for BSR & Co. LLP Chartered Accountants Firm registration No.: 101248W/ W-100022 Vijay Mathur Partner Membership number: 046476 Bangalore June 3, 2016 132 Annual Report 2015-16 ANNEXURE - B TO THE INDEPENDENT AUDITORS’ REPORT Standalone Financial Statements under India GAAP Annexure - B to the Independent Auditors’ Report of even date on the Standalone Financial Statements of Wipro Limited Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Wipro Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. for BSR & Co. LLP Chartered Accountants Firm registration No.: 101248W/ W-100022 Vijay Mathur Partner Membership number: 046476 Bangalore June 3, 2016 Wipro Limited 133 Standalone Financial Statements under India GAAP 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 LIABILITIES 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 2016 2015 As at March 31, 3 4 5 6 46(ii) 7 8 9 10 11 12 13 14 15 46(ii) 16 17 18 19 20 21 22 23 4,941 404,111 409,052 - 11,465 722 464 3,991 16,642 55,495 59,931 26,652 23,993 166,071 591,765 37,262 4,625 3,251 57,328 2,904 33,584 2,524 141,478 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 3,368 135,530 127,302 5,262 87,048 120,078 54,995 55,602 450,287 591,765 51,888 4,794 81,442 156,675 52,561 51,195 398,555 534,085 TOTAL ASSETS Significant accounting policies (1) value is less than one million rupees. * Trade payables include amount due to micro and small enterprises ` 11 and ` 22 as of March 2016 and 2015 respectively.(refer note 42) The notes referred to above form an integral part of the Standalone finanical statements. 2 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 Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 134 T K Kurien Executive Vice Chairman Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary Annual Report 2015-16 STATEMENT OF PROFIT AND LOSS (` in millions, except share and per share data, unless otherwise stated) Standalone Financial Statements under India GAAP Notes For the year ended March 31, 2016 2015 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 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 2 446,846 412,100 - 446,846 27,715 474,561 2 26,555 (531) 213,797 5,278 8,688 115,951 369,740 104,821 24,523 (692) 23,831 80,990 2 412,098 24,990 437,088 34 27,964 (2,543) 197,263 3,629 7,784 97,387 331,518 105,570 23,766 (127) 23,639 81,931 32.97 32.91 33.38 33.28 The notes referred to above form an integral part of the Standalone finanical statements. 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 Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 Wipro Limited T K Kurien Executive Vice Chairman Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary 135 Standalone Financial Statements under India GAAP CASH FLOW STATEMENT (` in millions, except share and per share data, unless otherwise stated) A. B. C. 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 Profit on sale of investments (Gain)/Loss on sale of fixed assets Working capital changes : Trade receivables and unbilled revenue Loans and advances and other assets Inventories Liabilities and provisions Net cash generated from operations Direct taxes paid, net Net cash generated by operating activities Cash flows from investing activities: Acquisition of fixed assets including capital advances Proceeds from sale of fixed assets Purchase of investments Proceeds from sale / maturity of investments Investment in inter-corporate and term deposits Refund of inter-corporate and term deposits Investment in subsidiaries Dividend / interest income received Net cash used in investing activities Cash flows from financing activities: Proceeds from exercise of employee stock options Interest paid on borrowings Dividends paid including distribution tax Proceeds from borrowings / loans Repayment of borrowings / loans Net cash used in financing activities Net (decrease) / 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 balance Cash and cash equivalents at the end of the year [refer note 21] Year ended March 31, 2016 2015 104,821 105,570 8,688 1,601 1,793 3,323 820 (20,602) (2,634) (52) (9,319) 890 (468) 3,405 92,266 (25,399) 66,867 (10,583) 699 (866,172) 793,275 (67,840) 36,950 (3,207) 18,828 (98,050) 4 (893) (35,673) 121,859 (119,764) (34,467) (65,650) 149,425 313 84,088 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 The notes referred to above form an integral part of the Standalone financial statements 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 Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 136 T K Kurien Executive Vice Chairman Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary Annual Report 2015-16 Standalone Financial Statements under India GAAP NOTES TO THE FINANCIAL STATEMENTS (` in millions, except share and per share data, unless otherwise stated) 1. Company overview iv. Fixed assets Wipro Limited (Wipro or the Company), is a leading India based provider of IT Services, including Business Process Services (BPS) services, globally and IT Products. 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 standalone financial statements The standalone 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’)/guidance notes 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. 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. ii. Use of estimates vi. Inventories The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the disclosure of contingent liabilities as at the date of financial statements and reported amounts of income and expenses during the year. Estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected. iii. Goodwill The goodwill arising on acquisition of a group of assets is not amortised and is tested for impairment if indicators of impairment exist. Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined using the weighted average method. Cost of work-in-progress and finished goods include material cost and appropriate share of manufacturing overheads. Cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. vii. Provisions and contingent liabilities Provisions are recognised when the Company has a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of obligation. Wipro Limited 137 Standalone Financial Statements under India GAAP 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 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. ‘Unbilled revenues’ included in other current asset 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 ‘Advances 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. 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 amortised 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 products are recognized when the significant risks and rewards of ownership have been 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. 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 a) Arrangements where the Company is the lessee Leases of assets, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are 138 Annual Report 2015-16 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. 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 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 in the books of account at the exchange rates prevailing on the date of 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 Standalone Financial Statements under India GAAP 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. 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 the ICAI 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 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. 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 Wipro Limited 139 Standalone Financial Statements under India GAAP currency spot and forward rates, yield curves, currency volatility etc. xii. Depreciation and amortisation 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 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. 2 – 7 years xiv. Employee benefits Provident fund: For the class of assets mentioned above, based on technical assessment the management believes that the useful lives as given above best represent the period over which management expects to use these assets. Freehold land is not depreciated. Payments for leasehold land are amortised over the period of lease. Assets under finance lease are amortised over their estimated useful life or the lease term, whichever is lower. The estimated useful lives of the amortizable intangible assets for the current and comparative periods are as follows: Class of asset Technical Know-how, Patents, Trademark and others xiii. Impairment of assets Financial assets: Estimated useful life 3-5 years 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. 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 contributions to the trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the fund assets based on the government specified minimum rates 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 employees, at retirement or termination of employment 140 Annual Report 2015-16 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. Termination benefits: Termination benefits are expensed when the Company can no longer withdraw the offer of those benefits. 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. 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 was computed under Minimum Alternate Tax (MAT). MAT credit are being recognized if there is convincing evidence that the Company will pay normal tax after the tax holiday period and the resultant asset can be measured reliably. The excess tax paid under MAT provisions being over and above regular tax liability can be carried forward for a period of ten years from the year of recognition and is available for set off against future tax liabilities computed under regular tax provisions, to the extent of MAT liability. Deferred tax: Deferred tax assets and liabilities are recognised for the future tax consequences attributable to timing differences that result between the profit offered for income taxes and the profit as per the financial statements of each entity in the group of the Company. Standalone Financial Statements under India GAAP 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, 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 proportionately during 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. Wipro Limited 141 Standalone Financial Statements under India GAAP 3. Share capital Authorised Capital 2,917,500,000 (2015: 2,917,500,000) equity shares [Par value of ` 2 per share] 25,000,000 (2015:25,000,000) 10.25% redeemable cumulative preference shares [Par value of ` 10 per share] 150,000 (2015: 150,000) 10% Optionally convertible cumulative preference shares [Par value of ` 100 per share] Issued, subscribed and fully paid-up capital 2,470,713,290 (2015: 2,469,043,038) equity shares of ` 2 each [refer note (i) below] Terms / Rights attached to equity shares As at March 31, 2016 5,835 250 15 6,100 4,941 2015 5,835 250 15 6,100 4,937 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, 2016 ` 5 ` 1 2015 ` 5 ` 7 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, 2016 As at March 31, 2015 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 2,469,043,038 4,937 2,466,317,273 1,670,252 4 2,725,765 Closing number of equity shares / ADRs outstanding 2,470,713,290 4,941 2,469,043,038 4,932 5 4,937 142 Annual Report 2015-16 Standalone Financial Statements under India GAAP (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, 2016 As at March 31, 2015 No of shares % held No of shares % held 1 Mr. Azim Hasham Premji Partner representing Hasham Traders 370,956,000 15.01 370,956,000 2 Mr. Azim Hasham Premji Partner representing Prazim Traders 452,906,791 18.33 452,906,791 3 Mr. Azim Hasham Premji Partner representing Zash Traders 451,619,790 18.28 451,619,790 4 Azim Premji Trust 429,714,120 17.39 429,714,120 15.02 18.34 18.29 17.40 (iii) Other details of Equity Shares for a period of five years immediately preceding March 31, 2016 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, 2016 195,717 2015 841,585 Aggregate number of shares allotted as fully paid bonus shares Aggregate number of shares bought back* - - 979,119,256 - * On April 20, 2016, the Board of Directors approved a buyback proposal for purchase by the Company of up to 40 million shares of ` 2 each (representing 1.62% of total equity capital) from the shareholders of the Company on a proportionate basis by way of a tender offer at a price of ` 625 per equity share for an aggregate amount not exceeding ` 25,000 million in accordance with the provisions of the Companies Act, 2013 and the SEBI (Buy Back of Securities) Regulations, 1998. (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. Wipro Limited 143 Standalone Financial Statements under India GAAP 4. Reserves and Surplus: Capital Reserve Balance brought forward from previous year Capital Redemption Reserve Balance brought forward from previous year Securities premium account Balance brought forward from previous year Add: Exercise of stock options by employees Restricted stock units reserve [refer note 39] * Balance brought forward from previous year Movement during the year General reserve Balance brought forward from previous year Compensation cost related to Employee share based payment transaction Amount transferred from surplus balance in the statement of profit and loss Special economic zone re-investment reserve (1) Transferred from surplus Less: Transferred to surplus on utilisation Foreign currency translation reserve [refer note 2(x)] Balance brought forward from previous year On account of foreign operations Hedging reserve [refer note 35 & 2 (xi)] Balance brought forward from previous year Deferred cancellation (loss)/gain Changes in fair value of effective portion of derivatives Net (gain)/loss reclassified to statement of income on occurrence of hedged Transactions Surplus from statement of profit and loss Balance brought forward from previous year Profit for the year Less: Transferred to Special economic zone re-investment reserve Less: Appropriations - Interim dividend [refer note 3] - Proposed dividend [refer note 3] - Tax on dividend - Amount transferred to general reserve Transferred from Special economic zone re-investment reserve on utilisation Closing balance As at March 31, 2016 1,139 1,139 2015 1,139 1,139 14 14 14 14 13,642 612 14,254 815 1,087 1,902 159,783 - - 159,783 1,342 (1,342) - 1,669 (48) 1,621 4,270 (3) 1,079 (2,977) 2,369 159,947 80,990 1,342 12,352 2,471 3,085 - 1,342 223,029 404,111 12,733 909 13,642 3,380 (2,565) 815 151,486 104 8,193 159,783 - - - 608 1,061 1,669 569 101 6,469 (2,869) 4,270 121,769 81,931 - 12,353 17,283 5,924 8,193 - 159,947 341,279 *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. (1) The Special Economic Zone Re-Investment Reserve has been created out of profit of eligible SEZ units in the term of provision of section 10AA (1)(ii) of the Income–tax Act, 1961.The reserve has been utilized by the Company for acquiring new plant and machinery in SEZ units in the terms of the section 10AA of the Income tax Act, 1961. 144 Annual Report 2015-16 Standalone Financial Statements under India GAAP 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 shares pending allotment amounts to ` 2 and ` 3 as at March 31, 2016 and 2015, 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, 2016 and 2015 and there are no interest accrued and due on amounts due for refund as at March 31, 2016 and 2015. 6. Long term borrowings Secured: Obligation under finance lease (a) Unsecured: Term loan: External commercial borrowing (b) Others As at March 31, 2016 1,201 1,201 9,938 326 10,264 11,465 2015 1,143 1,143 9,375 114 9,489 10,632 (a) Obligation under finance lease is secured by underlying fixed assets. The legal title of these items vests with the lessors. These obligations are repayable in monthly installments up to year ending March 31, 2021. The interest rate for these obligations ranges from 0.21% to 10.61% (2015: 1.43% to 13.84%). [refer note 37] (b) The Company entered into an arrangement with a consortium of banks to obtain External Commercial Borrowings (ECB) during the year ended March 31, 2014. Pursuant to this arrangement, the Company has availed ECB of 150 million dollar repayable in full in June 2018. The ECB carries an average interest rate of LIBOR+1.25% p.a (2015: 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. As at March 31, 2016 and 2015, 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, 2016 118 346 464 As at March 31, 2016 3,977 14 3,991 2015 71 210 281 2015 2,731 5 2,736 Employee benefit obligations include provision for gratuity, other retirement benefits and compensated absences. Wipro Limited 145 Standalone Financial Statements under India GAAP 9. Short term borrowings Unsecured: Loan repayable on demand from banks(a) Cash credit(b) As at March 31, 2016 54,838 657 55,495 2015 49,477 227 49,704 (a) Rate of Interest for PCFC loan ranges from 0.24% to 0.79% (Monthly Libor + Spread) (2015: 0.27% - 0.63%) and other than PCFC loan 0.42% (Monthly Libor + Spread) (2015: 7.5%) (b) The interest rate for cash credit is ranging from 1% to 9% (2015:0.40%) 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 45] (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, 2016 37,732 22,199 59,931 As at March 31, 2016 333 836 14,222 3,068 5,084 854 1,881 52 126 196 26,652 As at March 31, 2016 4,859 14,594 2,471 503 336 874 356 23,993 2015 37,284 20,004 57,288 2015 104 586 14,021 3,417 3,922 703 1,989 25 404 340 25,511 2015 4,438 14,055 17,283 3,456 333 1,211 374 41,150 Employee benefit obligations include other retirement benefits and compensated absences. 146 Annual Report 2015-16 13. Tangible assets Gross carrying value As at April 1, 2014 Additions(b) Disposal/Adjustments As at March 31, 2015 As at April 1, 2015 Additions/adjustments(b) Disposal/Adjustments As at March 31, 2016 Accumulated depreciation/ Impairment As at April 1, 2014 Charge for the year Deductions / other adjustments(c) As at March 31, 2015 As at April 1, 2015 Charge for the year Deductions / other adjustments(c) As at March 31, 2016 Net Block As at March 31, 2015 As at March 31, 2016 Standalone Financial Statements under India GAAP Land(a) Buildings Plant and machinery(d) Furniture and fixtures Office equipment Vehicles Total 4,756 - - 4,756 4,756 12 10 4,778 379 39 - 418 418 26 - 444 20,147 272 (68) 20,351 20,351 1,476 (55) 21,772 2,639 564 9 3,212 3,212 644 (42) 3,814 49,927 6,767 (4,194) 52,500 52,500 8,345 (1,552) 59,293 38,459 6,039 (3,936) 40,562 40,562 7,115 (982) 46,695 8,179 416 (253) 8,342 8,342 589 (425) 8,506 5,982 832 (178) 6,636 6,636 605 (391) 6,850 2,975 223 (20) 3,178 3,178 410 (77) 3,511 827 2 (128) 701 86,811 7,680 (4,663) 89,828 701 89,828 10,845 13 (224) (2,323) 490 98,350 2,313 285 9 2,607 2,607 248 (45) 2,810 824 5 (136) 693 50,596 7,764 (4,232) 54,128 693 2 (220) 475 54,128 8,640 (1,680) 61,088 4,338 4,334 17,139 17,958 11,938 12,598 1,706 1,656 571 701 8 15 35,700 37,262 (a) Includes gross block of ` 1,580 (2015: ` 1,613) and accumulated amortization of ` 445 (2015: ` 418) being leasehold land. (b) Interest capitalized during the year ended March 31, 2016, aggregated to ` 73 (2015: ` 105). (c) Includes regrouping/reclassification within the block of assets. (d) Includes net carrying value of computer equipment and software amounting to ` 18,408 as at March 31, 2016 (March 31, 2015 ` 12,595) Wipro Limited 147 Standalone Financial Statements under India GAAP 14. Intangible assets and goodwill Gross carrying value As at April 1, 2014 Disposal/Adjustments Translation Adjustment As at March 31, 2015 As at April 1, 2015 Disposal/Adjustments Translation Adjustment As at March 31, 2016 Amortization As at April 1, 2014 Charge for the year Disposal/Adjustments As at March 31, 2015 As at April 1, 2015 Charge for the year Disposal/Adjustments As at March 31, 2016 Net Block As at March 31, 2015 As at March 31, 2016 Goodwill Technical Know-how Patents, trademarks and others Total 3,434 - 1,187 4,621 4,621 - - 4,621 - - - - - - - - 111 (100) - 11 11 (11) - - 75 8 (82) 1 1 - (1) - 78 - - 78 78 - - 78 13 12 - 25 25 49 - 74 3,623 (100) 1,187 4,710 4,710 (11) - 4,699 88 20 (82) 26 26 49 (1) 74 4,621 4,621 10 - 53 4 4,684 4,625 15. Non-current investments (Valued at cost unless stated otherwise) Trade Investments in unquoted equity instruments - Subsidiaries [refer note 43 (i)] Investments in unquoted preference shares - Subsidiary [refer note 43 (ii)] Non-trade Investment in unquoted equity instruments - Others [refer note 43 (iii)] Less: Provision for diminution in value of non-current investments As at March 31, 2016 2015 49,229 49,229 6,659 3,478 3,233 59,121 (1,793) 57,328 3,116 55,823 (26) 55,797 148 Annual Report 2015-16 16. Long term loans and advances (Unsecured, considered good unless otherwise stated) Standalone Financial Statements under India GAAP 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 45 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 (refer note 36). 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, 2016 1,607 2,388 4,219 1,530 273 3,807 18,270 1,490 33,584 As at March 31, 2016 2,264 2,264 260 260 2,524 As at March 31, 2016 10,237 751 10,988 116,314 116,314 127,302 11,395 10,988 173,642 2015 1,848 1,482 2,602 1,383 206 4,445 16,906 1,838 30,710 2015 2,632 2,632 736 736 3,368 2015 10,199 751 10,950 40,938 40,938 51,888 11,024 10,950 96,735 * includes investments in mutual fund amounting to ` 109 (2015: Nil) 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. Wipro Limited 149 Standalone Financial Statements under India GAAP 19. Inventories (At lower of cost and net realizable value) Raw materials Work in progress Finished goods [including goods in transit - ` 2 (2015 : ` 8)] 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, 2016 - - 8 4,383 871 5,262 2015 2 2 8 3,850 932 4,794 As at March 31, 2016 2015 11,126 6,029 17,155 (6,029) 11,126 75,922 192 76,114 (192) 75,922 87,048 8,804 4,377 13,181 (4,377) 8,804 72,638 132 72,770 (132) 72,638 81,442 As at March 31, 2016 2015 52,717 53 30,716 602 -* 84,088 35,990 120,078 62,490 - 41,903 25 106,429 1,067 1 149,425 7,250 156,675 99,510 - Cash and cash equivalents include restricted cash balance of ` 53 (2015:` 25) primarily on account of unclaimed dividends. *Value is less than one million rupees 150 Annual Report 2015-16 22. Short term loans and advances (Unsecured, considered good unless otherwise stated) Standalone Financial Statements under India GAAP Employee travel and other advances Advance to suppliers Balance with excise, customs and other authorities Prepaid expenses and other deposits Inter corporate and term 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 (refer note 36). As at March 31, 2016 3,572 991 1,573 10,110 33,400 3,720 1,629 714 55,709 (714) 54,995 2015 3,264 1,173 1,475 9,252 31,250 3,610 2,537 865 53,426 (865) 52,561 As at March 31, 2016 1,824 1,824 7,761 8,917 37,100 53,778 55,602 2015 3,190 3,190 7,474 7,144 33,387 48,005 51,195 Wipro Limited 151 Standalone Financial Statements under India GAAP 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 investment, 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 Year ended March 31, 2016 26,468 420,378 446,846 2015 27,492 384,608 412,100 Year ended March 31, 2016 - 26,449 19 26,468 - 26,468 2015 80 27,185 227 27,492 (2) 27,490 Year ended March 31, 2016 390,049 29,588 741 420,378 2015 356,576 27,175 857 384,608 Year ended March 31, 2016 2015 66 2,634 20,536 3,431 1,048 27,715 224 3,948 15,610 4,259 949 24,990 Year ended March 31, 2016 2015 2 - - 2 36 - (2) 34 152 Annual Report 2015-16 27. Changes in inventories of finished goods, work in progress and Stock-in-trade Standalone Financial Statements under India GAAP Opening stock Work in progress Traded goods Finished products Less: Closing stock Work in progress Traded goods Finished products (Increase) 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 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) Wipro Limited Year ended March 31, 2016 2 3,850 8 3,860 - 4,383 8 4,391 (531) 2015 16 1,236 65 1,317 2 3,850 8 3,860 (2,543) Year ended March 31, 2016 17,007 7,383 968 1,197 26,555 2015 17,142 8,808 577 1,437 27,964 Year ended March 31, 2016 202,152 5,641 1,601 4,403 2015 188,024 3,727 1,296 4,216 213,797 197,263 Year ended March 31, 2016 820 4,458 5,278 2015 511 3,118 3,629 153 Standalone Financial Statements under India GAAP 30. Other expenses Sub-contracting / technical fees / third party application Travel Provision for diminution in the value of non-current investments Repairs to building Repairs to machinery Power and fuel Rent Communication Advertisement and sales promotion Legal and professional Staff recruitment Carriage and freight Consumption of stores and spares Insurance Rates and taxes Auditors’ remuneration As auditor For certification including tax audit Reimbursement of expenses Miscellaneous expenses Year ended March 31, 2016 64,863 21,077 1,793 193 10 2,492 2,905 3,378 2,267 3,261 845 51 (12) 687 858 40 1 3 2015 52,076 19,662 26 343 12 2,426 2,682 4,011 1,567 2,965 1,119 88 (28) 547 728 44 2 3 11,239 115,951 9,114 97,387 154 Annual Report 2015-16 31. Corporate Social Responsibility a) Gross amount required to be spent by the Company during the year ` 1,560. Standalone Financial Statements under India GAAP (` In Million) b) Amount spent during the year on: Sr. 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 ` 10,109 (2015: ` 863). 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, 2016 2015 2,654 2,560 21,074 18,084 10,014 8,715 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, 2016, the Company believes that it has met all the commitments substantially required under the plan. Tax Demands: The Company is subject to legal proceedings and claims (including tax assessment orders/ penalty notices) which have arisen in the ordinary course of its business. Some of the claims involve complex issues and it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of such proceedings. However, 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 significant of such matters are discussed below. In cash Nil 1,134 Yet to be paid in cash Nil 464 Total Nil 1,598 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, 2011 and the aggregate demand is ₹ 47,583 (including interest of ₹ 13,832). 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 majority of the issues in favor of the Company up to years ended March 31, 2004. On similar issues for years up to March 31, 2000, the Hon’ble High Court of 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 years ended March 31, 2010 and March 31, 2011, 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, 2012, the Company received the draft assessment order in March 2016 with a proposed demand of ₹ 4,241 (including interest of ₹ 1,376), arising primarily on account of section 10AA issues with respect to exclusion from Export Turnover. Company has filed an objection before DRP within the prescribed timelines. Considering the facts and nature of disallowance and the order of the appellate authority / Hon’ble High Court of Karnataka 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. 34. Adoption of AS 30 The Company has applied the principles of AS 30, Financial Instruments: Recognition and measurement, as per announcement by the ICAI to the extent such principles of AS 30 does not conflict with existing accounting standards prescribed under Section 133 of the Companies Act, Wipro Limited 155 Standalone Financial Statements under India GAAP 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. 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 ` 15,879 (2015: ` 18,398). The Company has derivative contracts designated as capital hedges amounting to Nil (March 31, 2015: USD 145 Million) and has also designated a dollar-denominated foreign currency borrowing amounting to USD 150 Million (March 31, 2015: USD 150 Million) as a hedging 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 ` (523) for the year ended March 31, 2016 has been recorded in the statement of profit and loss. (2015: ` 390). 35. Derivatives As at March 31, 2016 the Company has recognised gain of ` 2,369 million (March 31, 2015: ` 4,270 million) 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 156 (In Millions) As at March 31, 2016 2015 922 $ 248 £ $ £ AUD 139 AUD € 278 € SAR AED $ 19 SAR 7 AED 150 $ 836 198 83 220 - - 150 1,298 $ AUD £ € JPY SGD ZAR 110 CAD CHF SAR AED $ $ 1,449 35 AUD 53 £ 67 55 € 60 87 JPY 490 490 3 SGD 13 ZAR 69 11 CAD 30 10 CHF 10 SAR - 58 AED - 7 $ 790 822 36. Finance lease receivables The Company provides lease financing for products primarily through finance leases. The finance lease portfolio contains only the normal collection risk with no significant 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, 2016 2015 1,977 3,397 2,384 - 62 4,423 (335) 2,835 73 62 6,367 (545) 4,088 5,822 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 37. Assets taken on lease Finance leases: As at March 31, 2016 2015 4,088 1,824 2,206 - 58 5,822 3,149 2,558 57 58 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, 2016 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 As at March 31, 2016 2015 836 1,201 2,037 234 586 1,143 1,729 216 2,271 1,945 Annual Report 2015-16 Operating leases: 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 ` 2,905 and ` 2,682 during the years ended March 31, 2016 and 2015, respectively. Details of contractual payments under non-cancelable leases are given below: Standalone Financial Statements under India GAAP The Company has invested the plan assets in the insurer managed funds. The expected rate of 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 obligation. Expected contribution to the fund for the year ending March 31, 2017 is ` 1,150. Net gratuity cost for the year ended March 31, 2016 and 2015 are as follows: As at March 31, 2016 1,875 4,407 1,561 7,843 2015 1,488 2,985 837 5,310 Current service cost Interest on obligation Expected return on plan assets Actuarial loss Net gratuity cost Year ended March 31, 2015 618 348 (274) 74 766 2016 909 356 (365) 1,033 1,933 Not later than one year Later than one year and not later than five years Later than five year Total 38. Employee benefit plans 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. Change in the benefit obligation As at March 31, Projected benefit obligation (PBO) at the beginning of the year 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 Expected return on plan assets Employer contributions Benefits paid Actuarial (loss)/ gain Fair value of plan assets at the end of the year Present value of unfunded obligation Recognized liability 2016 2015 4,365 909 356 (530) 980 3,682 618 348 (462) 179 6,080 4,365 As at March 31, 2016 2015 4,327 365 1,887 (530) (53) 3,345 274 1,065 (462) 105 5,996 4,327 (84) (84) (38) (38) 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, 2016 7.75% 2015 7.95% 8% 7.75% 8% 7.95% 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, 2016 2015 2014 2013 2012 797 (53) 1 (22) (50) (140) 105 17 44 52 6,080 4,365 3,682 3,070 2,819 5,996 4,327 3,345 3,026 2,815 (84) (38) (337) (44) (4) 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 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. Wipro Limited 157 Standalone Financial Statements under India GAAP 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: ii) iii) Change in the benefit obligation Fair value of plan assets Present value of defined benefit obligation Net (shortfall)/excess As at March 31, 2016 36,019 36,019 - 2015 28,445 28,445 - 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 2016 7.75% 6 Years 8.75% 2015 7.95% 6 Years 8.75% For the year ended March 31, 2016, the Company contributed ` 3,164 (2015: ` 2,490) towards provident fund. 39. Employee stock option i) Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans (collectively “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirements of vesting conditions. These options generally 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 generally 7 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, 2016, the Company has recorded stock compensation expense of `1,601 (2015: ` 1,296). 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) Wipro Equity Reward Trust Employee Stock Purchase Plan, 2013 Authorised Shares Range of Exercise Prices 50,000,000 ` 171 – 490 280,303,030 ` 171 – 490 15,000,000 US$ 3 – 7 22,424,242 ` 2 22,424,242 US$ 0.03 22,424,242 ` 18,686,869 ` 14,829,824 ` 2 2 2 158 Annual Report 2015-16 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 Range of Exercise Prices ` ` US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ 480 – 489 2 0.03 480 – 489 2 0.03 480 – 489 2 0.03 480 – 489 2 0.03 480 – 489 2 0.03 480 – 489 2 0.03 Standalone Financial Statements under India GAAP As at March 31, 2016 Number Weighted Average Exercise Price 2015 Number Weighted Average Exercise Price — ` (1,329,376) ` — ` 2,870,400 ` 1,697,700 US$ 20,181 ` 480.20 6,332,219 ` 2 2,576,644 US$ 0.03 — 2 0.03 480.20 2 (340,876) US$ 0.03 — ` — (618,917) ` 2 0.03 (186,038) US$ 20,181 ` 480.20 7,254,326 ` 2 3,747,430 US$ 0.03 480.20 2 0.03 20,181 ` 1,204,405 ` 256,753 US$ 33,636 ` 8,007,354 ` 2,096,492 — ` 2,480,000 ` 1,689,500 US$ (13,455) ` (1,968,609 ) ` 480.20 2 US$ 0.03 — 2 0.03 480.20 2 (743,701 ) US$ 0.03 — 2 0.03 480.20 2 0.03 480.20 2 0.03 (465,647 ) US$ 20,181 ` 6,332,219 ` 2,576,644 US$ — ` (2,186,526 ) ` — ` 1,389,772 ` 180,683 US$ (1) During the year March 2013, an adjustment of one employee stock option for every 8.25 employee stock option held has been made, for each eligible employee pursuant to the terms of the Demerger Scheme. The following table summarizes information about outstanding stock options: Range of Exercise price ` 480 – 489 ` 2 0.03 US$ Numbers 20,181 7,254,326 3,747,430 2016 Weighted Average Remaining Life (Months) - 23 24 Weighted Average Exercise Price ` ` US$ 480.20 2 0.03 2015 Weighted Average Remaining Life (Months) 24 25 31 Weighted Average Exercise Price ` ` US$ 480.20 2 0.03 Numbers 20,181 6,332,219 2,576,644 The weighted-average grant-date fair value of options granted during the year ended March 31, 2016 was ` 699.96 (2015: ` 658.12) for each option. The weighted average share price of options exercised during the year ended March 31, 2016 was ` 608.62 (2015: ` 603.58) 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 (P) Limited Closing balance Year ended March 31, 2016 815 (612) 1,639 60 1,902 2015 309 (909) 1,327 88 815 * Includes amortization expense relating to options granted to employees of the Company’s subsidiaries, amounting to ` 38 (2015: ` 31). This expense has been debited to respective subsidiaries. Wipro Limited 159 Standalone Financial Statements under India GAAP 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, 2016 Provision for Warranty Others – taxes Provision for Warranty 2015 Others - taxes 338 272 (260) 350 14 336 1,211 83 (420) 874 - 874 282 278 (222) 338 5 333 1,031 187 (7) 1,211 - 1,211 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 trust 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) Earnings per equity share Basic Diluted Year ended March 31, 2016 2,471,389,224 (14,829,824) 2,456,559,400 4,665,529 2,461,224,929 80,990 2015 2,470,776,266 (16,094,616) 2,454,681,650 7,109,442 2,461,791,092 81,931 32.97 32.91 33.38 33.28 42. As at March 31, 2016 ` 11 Million is outstanding to Micro and Small Enterprises (2015: ` 22 Million).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 Wipro Holdings (Mauritius) Limited Wipro LLC Wipro Japan KK Wipro Shanghai Limited Wipro Cyprus Private Limited Wipro Networks Pte Limited (formerly 3D Networks Pte Limited) Wipro Chengdu Limited Wipro Airport IT Services Limited Wipro Overseas IT Services Pvt. Ltd. Total 2016 93,250 66,171 2015 93,250 66,171 105,468,318 105,468,318 180,378 650 16 180,378 650 16 ` 10 ` 10 1 USD USD 2,500 JPY Refer Note 1 below JPY Refer Note 1 below 163,611 28,126,108 Refer note 2 below EUR 163,611 SGD 28,126,108 3,700,000 50,000 Refer note 2 below ` ` 3,700,000 - 1 1 10 10 2016 22 1 4,747 23,135 10 1,002 9 18,903 1,339 24 37 -* 49,229 2015 22 1 4,747 23,135 10 1,002 9 18,903 1,339 24 37 - 49,229 160 Annual Report 2015-16     Standalone Financial Statements under India GAAP Note 1- As per the local laws of Japan, there is no concept of Face value of Shares. Note 2 - 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. * Value of investment is less than one million rupees. (ii) Investments in unquoted preference shares (Fully paid up) of Subsidiary [Trade] Name of the subsidiary Redeemable preference shares held in Wipro Cyprus Private Limited Redeemable preference shares held in Wipro Mauritius 9% cumulative redeemable preference shares held in Wipro Trademarks Holding Limited (a) Total No. of shares 2016 2015 45,000 35,000 25,000,000 - 1,800 1,800 (a) Value of investment is less than one million rupees. (iii) Investments in equity instruments – Others (fully paid up) Currency Face value As at March 31, EUR USD ` 1 1 10 2016 2015 5,055 3,478 1,604 - 6,659 - - 3,478 Particulars Opera Solutions LLC Mycity Technology Limited Wep Peripherals Limited Wep Solutions Limited Drivestream India Private Limited Altizon Systems Private Limited Total Total (i+ ii+ iii) No. of shares 2016 2,390,433 44,935 306,000 1,836,000 267,600 16,018 2015 2,390,433 44,935 306,000 1,836,000 - - 44. Details of current investments (i) Investments in Indian money market mutual funds Fund House Birla Sunlife Mutual Fund IDFC Mutual Fund ICICI Prudential Mutual Fund HDFC Mutual Fund SBI Mutual Fund Kotak Mutual Fund Reliance Mutual Fund L&T Mutual Fund Religare Invesco Mutual Fund Franklin Templeton Mutual Fund LIC Mutual Fund UTI Mutual Fund AXIS Mutual Fund Total Wipro Limited Number of Units as at 31st March 2015 93,799,876 17,085,746 8,009,531 4,169,307 227,498 220,013 367,877 - 678,676 49,338,857 197,264 319,064 255,429 2016 94,828,348 71,651,897 8,865,322 96,395,486 420,549 365,854 216,708 16,174,229 15 - - - - As at March 31, 2016 3,048 45 6 17 19 98 3,233 59,121 2015 3,048 45 6 17 - - 3,116 55,823 Balances as at 31st March 2016 3,332 1,656 1,128 1,021 1,000 900 800 400 - - - - - 10,237 2015 3,082 496 1,079 100 500 600 710 - 1,317 915 500 500 400 10,199 161       Standalone Financial Statements under India GAAP (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, 2016 7,510 2015 7,510 ` 100,000 2016 751 2015 751 (iii) Investments in certificate of deposits/ commercial papers and bonds Particulars National Highways Authority Of India LIC Housing Finance Limited Housing Development Finance Corporation Limited Kotak Mahindra Prime Limited Mahindra & Mahindra Financial Services Limited Tata Capital Financial Services Limited L & T Finance Limited L & T Infrastructure Finance Company Limited Sundaram Finance Limited Aditya Birla Finance Limited Bajaj Finance Limited Indian Government Bonds Indian Railway Finance Corporation Limited HDB Financial Services Limited Kotak Mahindra Investments Limited Il&Fs Financial Services Limited IDFC Bank Limited L&T Housing Finance Limited Power Finance Corporation Limited Allahabad Bank Cd Andhra Bank Cd Syndicate Bank Cd Axis Bank Limited Cd IDBI Bank Limited Cd NABARD Rural Electrification Corporation Limited NTPC Limited Tube Investments Of India Limited HDFC Limited Infrastructure Leasing And Financial Serv Limited Mahindra Vehicle Manufacturers Limited Exim Bank Bharath Aluminium Co Limited Total Total (i+ ii+ iii) As at March 31, 2016 16,004 13,212 10,102 9,527 6,509 6,478 6,353 6,220 6,063 6,013 6,000 3,411 3,402 2,880 2,401 1,691 1,498 1,200 1,028 999 999 999 999 998 401 391 385 151 - - - - - 116,314 127,302 2015 - 5,041 - 3,894 2,751 4,450 3,207 1,398 3,794 2,131 4,500 3,275 - - 954 2,161 - 200 357 - - - - - - - - 151 996 914 264 250 250 40,938 51,888 162 Annual Report 2015-16 Standalone Financial Statements under India GAAP 45. Related party relationships and transactions List of subsidiaries as at March 31, 2016 are provided in the table below. Subsidiaries Subsidiaries Subsidiaries Wipro LLC (formerly Wipro, Inc.) Wipro Gallagher Solutions, Inc. Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC] Infocrossing, Inc. Wipro Insurance Solutions LLC Wipro Data Centre and Cloud Services, Inc. (formerly Macaw Merger, Inc.) Wipro IT Services, Inc. Opus Capital Markets Consultants LLC HPH Holdings Corp. (A) Wipro Overseas IT Services Pvt. Ltd Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (Mauritius) Limited Wipro Holdings UK Limited Wipro Information Technogoty Austria GmbH(A) (Formerly Wipro Holdings Austria GmbH) Wipro Digital Aps (A) 3D Networks (UK) Limited Country of Incorporation USA USA USA USA USA USA USA USA USA India Japan China India India Mauritius U.K. Austria Denmark U.K. Wipro Europe Limited (formerly SAIC Europe Limited) (A) Wipro Promax Analytics Solutions (Europe) Limited (formerly Promax Analytics Solutions (Europe) Ltd) U.K. UK Wipro Limited 163 Standalone Financial Statements under India GAAP 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. Z.o.o Wipro IT Services Poland Sp. z o. o Wipro Technologies Australia 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 Nigeria Limited Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Wipro Technology Chile SPA Wipro Solutions Canada Limited Wipro Information Technology Kazakhstan LLP Wipro Technologies W.T. Sociedad Anonima Country of Incorporation Cyprus Qatar Mexico Philippines Hungary Argentina Egypt Saudi Arabia Poland Poland Australia Ghana South Africa Nigeria Netherland Portugal Russia Chile Canada Kazakhstan Costa Rica Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty Limited Wipro (Thailand) Co Limited Wipro Bahrain Limited WLL Wipro Gulf LLC Rainbow Software LLC Cellent AG Wipro Outsourcing Services (Ireland) Limited Ireland 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) Ukraine Norway Venezuela Peru Romania Indonesia Australia Australia Thailand Bahrain Sultanate of Oman Iraq Germany Cellent Mittelstandsberatung GmbH Cellent AG Austria(A) Germany Austria 164 Annual Report 2015-16 Standalone Financial Statements under India GAAP Subsidiaries Subsidiaries Subsidiaries Wipro Networks Pte Limited (formerly 3D Networks Pte Limited) Wipro Chengdu Limited Wipro Airport IT Services Limited* Wipro (Dalian) Limited Wipro Technologies SDN BHD Country of Incorporation Singapore China Malaysia China India In addition to the above, the Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’ and ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD incorporated in South Africa. * All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Limited and 74% of the equity securities of Wipro Airport IT Services Limited. # 51% of equity securities of Wipro Doha LLC are held by a local share holder. However, the beneficial interest in these holdings is with the Company. (A) Step Subsidiary details of Wipro Information Technogoty Austria GmbH, Wipro Europe Limited, Wipro Portugal S.A, Wipro Promax Holdings Pty Ltd, Wipro Digital Aps, Cellent AG Austria and HPH Holdings Corp. are as follows: Subsidiaries Subsidiaries 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 Austria GmbH New Logic Technologies SARL Wipro UK Limited 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) Country of Incorporation Austria Austria France U.K. U.K. Portugal U.K. Brazil Germany Brazil Australia Australia Wipro Limited 165 Standalone Financial Statements under India GAAP Subsidiaries Subsidiaries Subsidiaries Subsidiaries Wipro Digital Aps Designit A/S Designit Denmark A/S Designit MunchenGmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. Denextep Spain Digital, S.L Country of Incorporation Denmark Denmark Denmark Germany Norway Sweden Israel Japan Spain Designit Colombia S A S Colombia Austria Austria USA USA USA USA USA Nature Trust Trust Country of Incorporation India India Cellent AG Austria HPH Holdings Corp. Frontworx Informationstechnologie AG HealthPlan Holdings, Inc. HealthPlan Services Insurance Agency, Inc. HealthPlan Services, Inc. Harrington Health Services Inc. The list of controlled trusts are: Name of entity Wipro Equity Reward Trust Wipro Inc Benefit Trust The other related parties are: Name of other related parties Azim Premji Foundation Azim Premji Foundation for Development Hasham Traders Prazim Traders Zash Traders Hasham Investment and Trading Co. Pvt. Ltd Azim Premji Philanthropic Initiatives Pvt. Ltd Azim Premji Trust Wipro Enterprises (P) Limited Wipro GE Healthcare Private Limited Nature Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director 166 Annual Report 2015-16 Standalone Financial Statements under India GAAP Nature Chairman and Managing Director Chief Financial Officer and Executive Director(1)  Executive Vice Chairman(5)  Chief Executive Officer and Executive Director(2)  Chief Strategy Officer and Executive Director(3)  Chief Financial Officer(4)  Name of other related parties Key management personnel - Azim H. Premji - Suresh C. Senapaty - T. K. Kurien - Abidali Z. Neemuchwala - Rishad Azim Premji - Jatin Pravinchandra Dalal (1) Up to March 31, 2015 (2) Effective February 1, 2016 (3) Effective May 1, 2015 (4) Effective April 1, 2015 (5)  Mr. T. K. Kurien, who was the Chief Executive Officer and Executive Director, was appointed as the Executive Vice Chairman of the Company, effective February 1, 2016. The Company has the following related party transactions: Transaction / Balances Subsidiaries / Trusts Sales of services Sale of products Purchase of services Assets purchased / capitalized Dividend paid Commission paid Rent paid Rent Income Dividend payable Remuneration paid Interest Income Corporate guarantee commission Balances as at the year end Receivables Payables 2016 28,416 - 13,719 - 178 909 38 - 15$ - 4 166 2015 22,117 2 12,536 - 133 607 38 - 74$ - - 83 Entities controlled by Directors 2016 186 - 2 231 20,599 - 22 36 1,717 - - - 2015 115 - 1 207 17,166 - 63 55 12,016 - - - Key Management Personnel@ 2016 - - - - 1,147 - 6 - 96 338 - - 2015 - - - - 958 - 4 - 670 189 - - 11,853* 7,070 10,770* 9,133 135 1,949 134 12,356 - 114 - 720 $ Represents dividend payable to 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. Loan amounts outstanding from subsidiaries: Name of the entity Wipro Cyprus Private Limited Balance as at March 31, 2016 1,607 Maximum amount due during the year 2015 1,848 2016 1,848 2015 1,864 Wipro Limited 167 Standalone Financial Statements under India GAAP The following are the significant related party transactions during the year ended March 31, 2016 and 2015: Year ended March 31, Sale of services Wipro Technologies South Africa (Proprietary) Limited Wipro LLC (formerly Wipro Inc.) Wipro Networks PTE LTD (formerly 3D Networks Pte Limited) Purchase of services Infocrossing Inc Wipro do Brasil Technologia Ltda (formerly Enabler Brasil Ltd.) Wipro Technologies Gmbh Wipro LLC (formerly Wipro Inc.) Asset purchased / capitalized Wipro Enterprises (P) Limited Dividend paid Prazim Traders Zash Traders Azim Premji Trust Hasham Traders Commission paid Wipro Japan KK Wipro Technologies Gmbh Rent paid Wipro Holdings UK Limited Wipro Enterprises (P) Limited Rental Income Wipro Enterprises (P) Limited Dividend payable Prazim Traders Zash Traders Azim Premji Trust Hasham Traders Remuneration paid to key management personnel Azim H. Premji Suresh C. Senapaty Jatin Pravinchandra Dalal Abidali Z. Neemuchwala* Rishad Azim Premji T. K. Kurien Corporate guarantee commission Infocrossing Inc Wipro LLC (formerly Wipro Inc.) Wipro Gulf LLC Wipro Arabia Limited Wipro Solutions Canada Ltd Wipro IT Services Inc. 2016 4,084 15,383 2,673 3,229 1,532 1,507 2,007 231 5,435 5,419 5,157 4,451 468 440 38 15 35 453 452 430 371 22 - 38 120 22 137 43 38 35 15 38 23 2015 4,282 9,078 2,533 4,203 1,025 1,582 1,284 207 4,529 4,516 4,297 3,710 210 397 38 63 55 3,170 3,161 3,008 2,597 48 34 - - 16 91 43 20 17 14 9 - * Mr. Abidali Z. Neemuchwala, was appointed as the Chief Executive Officer and Executive Director, effective February 1, 2016. Compensation shared above is for the period from April 1, 2015 to March 31, 2016. 168 Annual Report 2015-16 46. Income Tax The provision for taxation includes tax liability in India on the Company’s worldwide income. The tax has been computed on the worldwide income as reduced by the various deductions and exemptions provided by the Income tax Act in India (Act) and the tax credit in India for the tax liabilities payable in foreign countries Most of the Company’s operations are through units in Special Economic Zone and Software Technology Parks (‘STPs’). Income from STPs is not eligible for deduction from April 01, 2011. Income from SEZ’s are eligible for 100% Standalone Financial Statements under India GAAP 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 was calculating its tax liability after considering the provisions of law relating to Minimum Alternate Tax (MAT) upto March 2015. 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 ` 1,490 is included under ‘Long term loans and advances’ in the balance sheet as at March 31, 2016 (March 31, 2015:` 1,838) i) Tax expenses provision includes reversal of tax provision in respect of earlier periods no longer required amounting to ` 1,371 for the year ended March 31, 2016 (2015: ` 952). ii) The components of the deferred tax (net) are as follows: Deferred tax assets (DTA) Accrued expenses and liabilities Allowances for doubtful debts Deferred Tax Liabilities (DTL) Amortisation of goodwill Deferred revenue Fixed assets Net DTA/(DTL) The Net DTA / (DTL) of ` 2,182 (2015: ` 1,092) has the following breakdown: Deferred tax asset Deferred tax liabilities Net DTA/(DTL) As at March 31, 2016 2,864 2,353 5,217 574 (16) 2,477 3,035 2,182 2015 2,249 1,698 3,947 355 506 1,994 2,855 1,092 As at March 31, 2016 2,904 (722) 2,182 2015 1,659 (567) 1,092 47. 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. 48. 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 Wipro Limited Year ended March 31, 2016 6,272 50 152 6,474 2015 8,513 160 200 8,873 169 Standalone Financial Statements under India GAAP 49. Foreign currency transactions a) Expenditures Traveling and onsite allowance Interest 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 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 Year ended March 31, 2016 118,916 172 16,820 26,055 4,100 42,118 208,181 404,124 267 471 404,862 2015 113,201 264 17,746 19,651 4,651 38,795 194,308 366,759 269 637 367,665 Year ended March 31, 2016 0.18 25,656 5 2014-15 2015 0.13 25,656 5 2013-14 Year ended March 31, 2016 0.13 25,656 5 2015-16 2015 0.13 25,656 5 2014-15 M K Sharma Director Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 T K Kurien Executive Vice Chairman Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary 170 Annual Report 2015-16 Consolidated Financial Statements under India GAAP Independent Auditors’ Report on Consolidated Financial Statements To the Members of Wipro Limited Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Wipro Limited (“the Holding Company”) and its subsidiaries (collectively referred to as “the Group”), comprising of the consolidated balance sheet as at March 31, 2016, the consolidated statement of profit and loss and the consolidated cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”). 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 in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated 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 Companies Act, 2013 (hereinafter referred to as “the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the Companies included in the group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 consolidated 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. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the 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 consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. 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 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 consolidated state of affairs of the Group, as at March 31, 2016, and their consolidated profit and their consolidated cash flows for the year ended on that date. Emphasis of matter Without qualifying our opinion, we draw attention to note 30 to the consolidated financial statements which describes the principles of Accounting Standard (AS) 30, Financial Instruments: Recognition and Measurement, applied by the Group on certain foreign currency borrowings designated as a hedging instrument to hedge its net investment in 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, 2016 would have been lower by ` 856 million (2015: ` 390 million). Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, we report, to the extent applicable, 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 of the aforesaid consolidated financial statements. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books. (b) Wipro Limited 171 Consolidated Financial Statements under India GAAP (c) The consolidated balance sheet, the consolidated statement of profit and loss, and the consolidated cash flow statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. (d) (e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2016 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditors of its subsidiary companies incorporated in India, none of the Directors of the Group companies incorporated in India is disqualified as on March 31, 2016 from being appointed as a Director of that company in terms of Section 164(2) of the Act. (f ) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”; and (g) 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. ii. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group. Refer Note 38 and 42 to the consolidated financial statements; Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivatives contracts. Refer Note 30 and 31 to the consolidated financial statements; and iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India. for BSR & Co. LLP Chartered Accountants Firm registration No.: 101248W/ W-100022 Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 Annexure - A to the Independent Auditors’ Report of even date on the Consolidated Financial Statements of Wipro Limited Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) In conjunc tion with our audit of the consolidated financial statements of the Company as of and for the year ended M arch 31, 2016, we have audited the internal financial controls over financial reporting of Wipro Limited (“the Holding Company”) and its subsidiary companies which are companies incorporated in India, as of that date. Management’s Responsibility for Internal Financial Controls The respective Board of Directors of the Holding Company and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over 172 Annual Report 2015-16 financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Consolidated Financial Statements under India GAAP Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. for BSR & Co. LLP Chartered Accountants Firm registration No.: 101248W/ W-100022 Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 Wipro Limited 173 Consolidated Financial Statements under India GAAP Consolidated Financial Statements CONSOLIDATED BALANCE SHEET (` in millions, except share and per share data, unless otherwise stated) EQUITY AND LIABILITIES Shareholders' funds Share capital Reserves and surplus Share application money pending allotment (1) Minority interest Non-current liabilities Long term borrowings Deferred tax liabilities (net) Other long term liabilities Long term provisions Current liabilities Short term borrowings Trade payables* Other current liabilities Short term provisions TOTAL EQUITY AND LIABILITIES ASSETS Non-current assets Goodwill Fixed assets Tangible assets Intangible assets Capital work-in-progress Non-current investments Deferred tax assets (net) 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 Notes 3 4 5 6 37(ii) 7 8 9 10 11 12 14 13 14 15 37(ii) 16 17 18 19 20 21 22 23 As at March 31, 2016 2015 4,941 441,945 446,886 - 2,224 17,361 644 3,195 4,632 25,832 102,650 68,390 36,129 25,319 232,488 707,430 100,870 58,072 1,121 3,806 4,422 2,210 34,766 3,241 208,508 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 3,642 151,578 127,330 5,391 102,390 135,039 61,786 66,986 498,922 707,430 51,917 4,849 91,548 166,190 57,190 60,496 432,190 583,768 TOTAL ASSETS Significant accounting policies (1) value is less than one million rupees * Trade payables include amount due to micro and small enterprises ` 11 and ` 22 as of March 2016 and 2015 respectively. 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 2 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 Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 174 T K Kurien Executive Vice Chairman Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary Annual Report 2015-16 CONSOLIDATED STATEMENT OF PROFIT AND LOSS Consolidated Financial Statements under India GAAP (` in millions, except share and per share data, unless otherwise stated) Notes For the year ended March 31, 2016 2015 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 24 25 26 27 28 29 39 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 Azim H Premji Chairman & Managing Director N Vaghul Director 512,478 469,512 - 512,478 28,487 540,965 2 30,549 (606) 246,661 5,484 13,585 130,043 425,718 115,247 26,136 (978) 25,158 90,089 (492) 89,597 2 469,510 24,497 494,007 34 34,373 (2,588) 225,115 3,499 11,749 109,584 381,766 112,241 25,070 31 25,101 87,140 (531) 86,609 36.47 36.40 35.28 35.18 M K Sharma Director Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 Wipro Limited T K Kurien Executive Vice Chairman Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary 175 Consolidated Financial Statements under India GAAP CONSOLIDATED CASH FLOW STATEMENT (` in millions, except share and per share data, unless otherwise stated) A. B. C. 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 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 Impact of net investment hedging activities, net Investment in inter corporate and term deposit Refund of inter corporate and term deposit 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 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/(decrease) 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) For the year ended March 31, 2016 2015 115,247 112,241 13,585 1,639 2,520 1,261 (20,641) (2,635) (55) (10,807) (215) (542) 7,279 106,636 (26,935) 79,701 (14,278) 791 (867,069) 793,279 266 (67,889) 36,650 - (39,373) 18,859 (138,764) 4 - (1,567) (35,494) (136,868) 172,549 (1,376) (60,439) 158,940 548 99,049 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 The notes referred to above form an integral part of the consolidated financial statements 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 Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 176 T K Kurien Executive Vice Chairman Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary Annual Report 2015-16 NOTES TO THE FINANCIAL STATEMENTS (` in millions, except share and per share data, unless otherwise stated) Consolidated Financial Statements under India GAAP 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 the consolidated financial statements The consolidated 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’)/ guidance notes issued by the Institute of Chartered Accountants of India (ICAI) and other generally accepted accounting principles in India. All amounts included in the consolidated 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 which are drawn up to the same reporting date 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) the amount of equity attributable to the minorities at the dates on which investment in a subsidiary is made; and b) the minorities share of movements in equity since the date, the 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 assets 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 Wipro Limited 177 Consolidated Financial Statements under India GAAP 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 amortisation 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 the 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 the 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. a) Services The Company recognizes revenue when the significant terms of the arrangement are enforceable, services have been delivered and 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 178 Annual Report 2015-16 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. 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. b) Products: Revenue from products are recognized when the significant risks and rewards of ownership have been transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. c) 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. Consolidated Financial Statements under India GAAP Dividend income is recognized when the Company’s right to receive dividend is established. ix. Leases a) Arrangements where the Company is the lessee 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. b) Arrangements where the Company is the lessor In cer tain 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 Wipro Limited 179 Consolidated Financial Statements under India GAAP 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. On the disposal of a non-integral foreign operation, the cumulative FCTR which relates to that operation is recognized in the statement of profit and loss. The amended AS 11 provides an irrevocable option to the Company to amortise exchange rate fluctuation on long term foreign currency monetary asset/liability over the life of the asset/liability or March 31, 2020, whichever is earlier. The amendment is applicable retroactively from the financial year beginning on or after December 7, 2006. The Company did not elect to exercise the option. xi. Financial instruments Financial instruments are recognised when the Company becomes a party to the contractual provisions of the instrument. Derivative instruments and Hedge accounting: The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in non-integral foreign operations and forecasted cash flows denominated in foreign currency. The Company limits the effects of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments, where the counterparty is 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 the ICAI 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 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. Changes in fair value relating to the ineffective portion of the hedges and derivatives that do not qualify for hedge accounting are recognised in the statement of profit and loss. The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. xii. Depreciation and amortisation The Company has provided for depreciation using straight line method 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: 180 Annual Report 2015-16 Class of asset Estimated Useful Life 28 – 40 years 5 – 21 years 3 – 10 years 4 – 5 years 3 – 10 years 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) For the class of assets, based on technical assessment, management believes that the useful lives as given above best represents the period over which assets are expected to be used. 2 – 7 years 2 – 7 years Freehold land is not depreciated. 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-contract intangibles Technical know-how, patents, trademarks and others Impairment of assets xiii. Financial assets: Estimated Useful Life 5-10 years 3-10 years 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. Other than financial assets: 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 Consolidated Financial Statements under India GAAP 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 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 contributions to the trust managed by the Company is accounted for as a defined benefit plan as 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 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. Gratuity: 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 Wipro Limited 181 Consolidated Financial Statements under India GAAP 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. Termination benefits: Termination benefits are expensed when the Company can no longer withdraw the offer of those benefits. 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 obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. 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 was computed under Minimum Alternate Tax (MAT). MAT credit are being recognized if there is convincing evidence that the Company will pay normal tax after the tax holiday period and the resultant asset can be measured reliably. The excess tax paid under MAT provisions being over and above regular tax liability can be carried forward for a period of ten years from the year of recognition and is available for set off against future tax liabilities computed under regular tax provisions, to the extent of MAT liability. Deferred tax: Deferred tax assets and liabilities are recognised for the future tax consequences attributable to timing differences that result between the profit offered for income taxes and the profit as per the financial statements of each entity in the group. Deferred taxes are recognised in respect of timing differences which originate during the tax holiday period but reverse after the tax holiday period. For this purpose, reversal of timing difference is determined using first in first out method. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment/substantive enactment date. Deferred tax assets on timing differences are recognised only if there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. However, deferred tax assets on the timing differences when unabsorbed depreciation and losses carried forward exist, are recognised only to the extent that there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets are reassessed for the appropriateness of their respective carrying amounts at each balance sheet date. The Company offsets, on a year on year basis, it’s current and non-current tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis. xvii. Earnings per share Basic: The number of equity shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year excluding equity shares held by controlled trust. Diluted: The number of equity shares used in computing diluted earnings per share comprises the weighted average number of equity shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the proportionate during 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. 182 Annual Report 2015-16 Consolidated Financial Statements under India GAAP 3. Share capital Authorised Capital 2,917,500,000 (2015: 2,917,500,000) equity shares [Par value of ` 2 per share] 25,000,000 (2015: 25,000,000) 10.25 % redeemable cumulative preference shares [Par value of ` 10 per share] 1,50,000 (2015 :1,50,000) 10% Optionally convertible cumulative prefence shares [Par value of ` 100 per share] Issued, subscribed and fully paid-up capital 2,470,713,290 (2015: 2,469,043,038) equity shares of ` 2 each Terms/Rights attached to equity shares As at March 31, 2016 5,835 250 15 6,100 4,941 4,941 2015 5,835 250 15 6,100 4,937 4,937 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, 2016 ` 5 ` 1 2015 ` 5 ` 7 In the event of liquidation of the Company, the equity share holders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders. i. Reconciliation of number of shares Opening number of equity shares/American Depository Receipts (ADRs) outstanding As at March 31, 2016 As at March 31, 2015 No. of Shares 2,469,043,038 ` million 4,937 No. of shares 2,466,317,273 ` million 4,932 Equity shares issued pursuance to Employee Stock Option Plan 1,670,252 4 2,725,765 5 Number of equity shares/ADRs outstanding Less: Equity shares issued to controlled trust* 2,470,713,290 4,941 2,469,043,038 4,937 - - Closing number of equity shares/ADRs outstanding 2,470,713,290 4,941 2,469,043,038 4,937 * 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, 2016 As at March 31, 2015 No of shares % held No of shares % held 370,956,000 452,906,791 451,619,790 429,714,120 15.01 18.33 18.28 17.39 370,956,000 452,906,791 451,619,790 429,714,120 15.02 18.34 18.29 17.40 Wipro Limited 183 Consolidated Financial Statements under India GAAP iii. Other details of Equity Shares for a period of five years immediately preceding March 31, 2016 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* As at March 31, 2016 2015 195,717 841,585 - - 979,119,256 - * On April 20, 2016, the Board of Directors approved a buyback proposal for purchase by the Company of up to 40 million shares of ` 2 each (representing 1.62% of total equity capital) from the shareholders of the Company on a proportionate basis by way of a tender offer at a price of ` 625 per equity share for an aggregate amount not exceeding ` 25,000 million in accordance with the provisions of the Companies Act, 2013 and the SEBI (Buy Back of Securities) Regulations, 1998. 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 36. 4. Reserves and surplus Capital reserve Balance brought forward from previous year Securities premium account Balance brought forward from previous year Add: Exercise of stock options by employees Add: Sale of treasury shares gain Foreign currency translation reserve [refer note 2(x)] Balance brought forward from previous year Adjustment on account of amalgamation (refer note 44) Movement during the year Capital redemption reserve Balance brought forward from previous year Restricted stock units reserve [refer note 36] * Employee stock options outstanding Movement during the year General reserve Balance brought forward from previous year Adjustment on account of amalgamation (refer note 44) Amortisation in respect of share based compensation to Wipro Enterprise Private Limited Amount transferred from surplus balance in the statement of profit and loss [Refer note (a) below] Special economic zone re-investment reserve(1) Transferred from surplus Less: Transferred to surplus on utilization As at March 31, 2016 1,139 1,139 14,100 612 - 14,712 10,782 - 4,386 15,168 14 14 815 1,087 1,902 2015 1,139 1,139 12,733 909 458 14,100 8,797 350 1,635 10,782 14 14 3,628 (2,813) 815 145,641 - - - 147,151 (9,735) 104 8,121 145,641 145,641 1,342 (1,342) - - - - 184 Annual Report 2015-16 Consolidated Financial Statements under India GAAP As at March 31, Hedging reserve [refer note 30 and 2(xi)] Balance brought forward from previous year Deferred cancellation (loss)/gain Changes in fair value of effective portion of derivatives Net (gain)/loss reclassified to statement of income on occurrence of hedged Transactions 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: Transferred to Special economic zone re-investment reserve Less: Appropriations - Interim dividend (refer note 3) - Proposed dividend (refer note 3) - Tax on dividend - Amount transferred to general reserve Add: Transferred from Special economic zone re-investment reserve on utilization Closing balance 2016 4,268 (3) 1,079 (2,977) 2,367 189,224 89,597 1,342 12,278 2,456 3,085 - 1,342 261,002 441,945 2015 567 101 6,469 (2,869) 4,268 146,187 86,609 - 12,276 17,179 5,924 8,193 - 189,224 365,983 * 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. (1) The Special Economic Zone Re-Investment Reserve has been created out of profit of eligible SEZ units in the term of provision of section 10AA(1)(ii) of the Income–tax Act, 1961.The reserve should be utilized by the Company for acquiring new plant and machinery in SEZ units in the terms of the section 10AA of the Income tax Act, 1961. (a) Additions to General Reserve include: Transfer from statement of profit and loss Others 5. Share application money pending allotment Year ended March 31, 2016 – – – 2015 8,193 (72) 8,121 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 ` 2 and ` 3 as at March 31, 2016 and 2015, 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, 2016 and 2015 and there are no interest accrued and due on amounts due for refund as at March 31, 2016 and 2015. 6. Long term borrowings Secured: Obligation under finance lease (a) Unsecured: Term loan: External commercial borrowing (b) Others (c) Wipro Limited As at March 31, 2016 5,831 5,831 9,938 1,592 11,530 17,361 2015 3,218 3,218 9,375 114 9,489 12,707 185 Consolidated Financial Statements under India GAAP (a) Obligation under finance lease is secured by underlying fixed assets. The legal title to these items vests with lessors. These obligations are repayable in monthly installments up to year ending March 31, 2021. The interest rate for these obligations ranges from 0.21% to 10.61% (2015: 0.21% to 13.84%). (Refer note 34) (b) The Company entered into an arrangement with a consortium of banks to obtain External Commercial Borrowings (ECB) during the year ended March 31, 2014. Pursuant to this arrangement, the Company has availed ECB of 150 million dollar repayable in full in June 2018. The ECB carries an average interest rate of Libor+1.25% p.a. (2015: 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) The interest rate for these loans range from 0% to 15 % (2015: 0%). As of March 31, 2016 and 2015, the Company has complied with all the convents 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 38] As at March 31, 2016 119 54 3,022 3,195 As at March 31, 2016 4,618 14 4,632 Employee benefit obligations include 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, 2016 - - - 657 101,993 102,650 102,650 2015 71 71 537 679 2015 3,062 5 3,067 2015 3,675 141 3,816 227 60,398 60,625 64,441 (a) The interest rate for this loan (2015: 1.02%). Secured by inventories, trade receivable, certain property, plant and equipment. (b) The interest rate for this loan (2015: 6.75%). Secured by inventories, trade receivable, certain property, plant and equipment. (c) The interest rate for these loan is 1%-9% (2015: 0.40%). (d) Rate of interest for this PCFC loan ranges from 0.24% - 0.79% (Monthly Libor + Spread) and other than PCFC loan is 0.42%-1.54% (Monthly Libor + Spread) (2015: PCFC loan ranges from 0.27% - 0.63% and other than PCFC loan is 2.02% - 10.30%). 186 Annual Report 2015-16 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 [refer note 35] (a) Provision for income tax Proposed dividend Tax on proposed dividend Warranty provision [refer note 38] Provisions – Others taxes [refer note 38] Others Consolidated Financial Statements under India GAAP As at March 31, 2016 37,148 31,242 68,390 As at March 31, 2016 2,079 3,133 18,076 3,811 5,084 1,097 2,380 53 227 189 36,129 As at March 31, 2016 5,494 15,248 2,456 503 388 874 356 25,319 2015 32,203 26,283 58,486 2015 104 1,660 16,551 3,528 3,922 706 2,200 25 458 340 29,494 2015 4,802 14,731 17,179 3,456 306 1,211 374 42,059 (a) Employee benefit obligations include other retirement benefits and compensated absences. Wipro Limited 187 Consolidated Financial Statements under India GAAP 13. Tangible assets Cost: As at April 1, 2014 Additions (c) Additions due to acquisitions Translation adjustment (b) Disposal/adjustments (d) As at March 31, 2015 As at April 1, 2015 Additions/adjustment (c) Additions due to acquisitions Translation adjustment (b) Disposal/adjustments (d) As at March 31, 2016 Accumulated depreciation/ impairment As at April 1, 2014 Charge for the year Translation adjustment (b) Disposal/adjustments (d) As at March 31, 2015 As at April 1, 2015 Charge for the year Translation adjustment (b) Disposal/adjustments (d) As at March 31, 2016 Net Block As at March 31, 2015 As at March 31, 2016 Land (a) Buildings Plant and machinery(e) Furniture & fixtures Office equipment Vehicles Total 5,684 178 - 11 - 5,873 5,873 205 7 45 3 6,133 700 135 14 - 849 849 103 16 (1) 967 23,917 446 89 51 (132) 24,371 24,371 1,799 105 209 (590) 25,894 3,819 751 36 (55) 4,551 4,551 857 73 (184) 5,297 72,508 11,978 871 122 (5,688) 79,791 79,791 15,424 2,558 1,780 (1,890) 97,663 52,773 9,164 243 (5,137) 57,043 57,043 11,302 1,113 (1,226) 68,232 8,302 531 97 (85) (278) 8,567 8,567 1,329 121 53 (349) 9,721 6,542 1,019 (52) (185) 7,324 7,324 802 52 (349) 7,829 4,137 303 23 (36) (206) 4,221 4,221 464 41 26 (342) 4,410 3,062 410 (18) (70) 3,384 3,384 292 29 (198) 3,507 981 36 1 (21) (151) 846 115,529 13,472 1,081 42 (6,455) 123,669 846 123,669 19,283 2,866 2,112 (3,519) 144,411 62 34 (1) (351) 590 962 12 - (149) 825 825 19 - (337) 507 67,858 11,491 223 (5,596) 73,976 73,976 13,375 1,283 (2,295) 86,339 5,024 5,166 19,820 20,597 22,748 29,431 1,243 1,892 837 903 21 83 49,693 58,072 a) Includes Gross block of ` 2,440 (2015 : ` 2,232) and Accumulated amortisation of ` 967 (2015 : ` 849) 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, 2016, aggregated to ` 73 (2015: ` 105). d) Includes regrouping/reclassification within the block of assets. e) Includes net carrying value of computer equipment and software amounting to ` 18,408 as at March 31,2016 ( March 31, 2015 ` 12,595) 188 Annual Report 2015-16 14. Goodwill and intangible assets The movement in goodwill balance is given below: Balance at the beginning of the period Translation adjustment Acquisition through business combinations, net Balance at the end of the period The movement in intangible assets balance is given below: Consolidated Financial Statements under India GAAP As at March 31, 2016 58,047 3,227 39,596 100,870 2015 58,416 1,027 (1,397) 58,047 Cost: As at April 1, 2014 Additions Additions due to acquisitions Translation adjustment (a) Disposal/adjustments As at March 31, 2015 As at April 1, 2015 Additions Additions due to acquisitions Translation adjustment (a) Disposal/adjustments As at March 31, 2016 Accumulated amortisation As at April 1, 2014 Charge for the year Translation adjustment (a) Disposal/adjustments As at March 31, 2015 As at April 1, 2015 Charge for the year Translation adjustment (a) Disposal/adjustments As at March 31, 2016 Net Block As at March 31, 2015 As at March 31, 2016 Technical Know-how Patents, trademarks and rights Customer Contract 730 - - (108) (100) 522 522 - - 58 - 580 648 19 (107) (83) 477 477 10 58 - 545 371 - - 13 - 384 384 196 418 6 - 1,004 49 153 (3) - 199 199 95 7 - 301 - 509 - (80) - 429 429 - - 30 - 459 - 32 (4) - 28 28 43 5 - 76 Total 1,101 509 - (175) (100) 1,335 1,335 196 418 94 - 2,043 697 204 (114) (83) 704 704 148 70 - 922 45 35 185 703 401 383 631 1,121 a) Represents translation of intangible assets of non-integral operations into Indian Rupee. 15. Non-current investments (Valued at cost, unless stated otherwise) Unquoted Investment in equity instruments [Refer note 47]. Wipro Limited As at March 31, 2016 4,422 4,422 2015 3,404 3,404 189 Consolidated Financial Statements under India GAAP 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. (Refer note 33) 18. Current investments (Valued at cost or fair value, whichever is lower) Quoted Investments in Indian money market mutual funds * [Refer note 48(i)] Investment in debentures [Refer note 48(ii)] Unquoted Certificate of deposits/bonds [Refer note 48(iii)] Others 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, 2016 2,397 5,337 1,659 548 3,807 19,528 1,490 34,766 As at March 31, 2016 2,964 260 17 3,241 As at March 31, 2016 10,237 751 10,988 116,314 28 116,342 127,330 11,395 10,988 120,764 2015 1,511 3,747 1,472 460 4,445 17,897 1,844 31,376 2015 2,899 736 7 3,642 2015 10,199 751 10,950 40,939 28 40,967 51,917 11,024 10,950 44,371 * include mutual funds amounting to ` 109 (2015: ` Nil) 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. 190 Annual Report 2015-16 19. Inventories (At lower of cost and net realizable value) Raw materials Work in progress Finished goods [including goods in transit - ` 2 (2015 : ` 8)] 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 49] - 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 Consolidated Financial Statements under India GAAP As at March 31, 2016 - - 8 4,512 871 5,391 2015 3 2 24 3,888 932 4,849 As at March 31, 2016 2015 13,990 7,041 21,031 (7,041) 13,990 88,400 264 88,664 (264) 88,400 102,390 13,142 5,337 18,479 (5,337) 13,142 78,406 173 78,579 (173) 78,406 91,548 As at March 31, 2016 2015 62,836 53 35,531 628 1 99,049 35,990 135,039 62,490 - 46,073 25 111,743 1,070 29 158,940 7,250 166,190 100,657 - a) Cash and cash equivalents include restricted cash balance of ` 53 (2015:` 25), primarily on account of unclaimed dividends. Wipro Limited 191 Consolidated Financial Statements under India GAAP 22. Short term loans and advances (Unsecured, considered good unless otherwise stated) Employee travel and other advances Advance to suppliers Balance with excise and customs Prepaid expenses Other deposits Security deposits Inter corporate and term 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. (refer note 33) 24. Revenue from operations (gross) Sale of Products Sale of Services 25. 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 rate fluctuations on foreign currency borrowings, net Other exchange differences, net Miscellaneous income As at March 31, 2016 3,780 1,097 1,814 14,012 442 239 33,449 3,720 3,233 798 62,584 (798) 61,786 As at March 31, 2016 2,034 2,034 7,761 8,918 48,273 - 64,952 66,986 2015 3,488 1,533 1,786 9,119 254 2,054 31,250 3,610 4,096 880 58,070 (880) 57,190 2015 3,461 3,461 7,474 7,146 42,338 77 57,035 60,496 As at March 31, 2016 31,109 481,369 512,478 2015 33,550 435,962 469,512 Year ended March 31, 2016 66 2,646 20,575 137 3,894 1,169 28,487 2015 224 3,948 15,691 (1) 3,611 1,024 24,497 192 Annual Report 2015-16 26. Changes in inventories of finished goods, work in progress and Stock-in-trade Consolidated Financial Statements under India GAAP Opening stock Work in progress Traded goods Finished products Less: Closing stock Work in progress Traded goods Finished products (Increase)/Decrease 27. Employee benefits expense Salaries and wages Contribution to provident and other funds Share based compensation Staff welfare expenses 28. Finance costs Interest Exchange fluctuations on foreign currency borrowings, net (to the extent regarded as borrowing cost) 29. Other expenses Sub-contracting/technical fees/third party application Travel Advertisement and sales promotion Repairs to building Repairs to machinery Communication Power and fuel Legal and professional charges Staff recruitment Rent Carriage and freight Consumption of stores and spares Insurance Rates and taxes Auditors’ remuneration Audit fees For certification including tax audit Out of pocket expenses Miscellaneous expenses Wipro Limited Year ended March 31, 2016 2 3,888 24 3,914 - 4,512 8 4,520 (606) 2015 16 1,245 65 1,326 2 3,888 24 3,914 (2,588) Year ended March 31, 2016 232,831 7,062 1,639 5,129 246,661 2015 214,266 4,798 1,327 4,724 225,115 Year ended March 31, 2016 1,261 4,223 5,484 2015 774 2,725 3,499 Year ended March 31, 2016 67,769 23,507 2,338 390 36 5,295 3,049 4,214 996 5,184 52 148 1,322 1,212 40 1 3 14,487 130,043 20154 52,303 21,684 1,625 684 913 5,640 2,932 3,682 917 4,727 88 370 1,230 1,015 44 2 3 11,725 109,584 193 Consolidated Financial Statements under India GAAP 30. 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 as prescribed under Sec 133 of the act read with Rule 7 of the Companies (Accounts) Rules, 2014. As permitted by AS 30, the Company has designated a USD- denominated foreign currency borrowing amounting to USD 150 million and a Euro-denominated foreign currency borrowing amounting to EUR 77 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 interest rate swap which are determined to be effective hedge of net investment in non-integral operation and cash flow hedge of foreign currency borrowings aggregating to ` (901) for the year ended March 31, 2016 [2015: ` (524)] was recognized in translation reserve/ hedging reserve in shareholders’ funds. The amount of gain/ (loss) of ` (856) for the year ended March 31, 2016 [2015: ` (390)] recognized 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 ` (45) for year ended March 31, 2016 [2015: ` (134)] recognized in the hedging reserve would be transferred to the statement of profit and loss on the occurrence of the hedged transaction. In accordance with AS 11, if the Company had continued to recognize translation (losses)/ gains on foreign currency borrowing in the statement of profit and loss: a. Foreign currency borrowing of USD 150 million and EUR 77 million 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 ` 856 for the year ended March 31, 2016 (2015: lower by ` 390). 31. Derivatives As of March 31, 2016, the Company has recognised gains of ` 2,367 [2015: ` 4,268] 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 30, 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 ` 40 for the year ended March 31, 2016 (2015: gain of ` 780) 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: Designated cash flow hedging derivative instruments Sell Interest Rate Swap Net investment hedges in foreign operations Others Non designated derivative instruments Sell Buy (In Millions) As at March 31, 2016 2015 $ £ 922 $ 248 £ 836 198 AUD 139 AUD 83 € SAR AED $ 278 € 19 SAR 7 AED 150 $ 220 - - 150 $ - $ 145 1,298 $ 55 £ 87 € $ £ € JPY 490 JPY SGD 3 SGD ZAR 110 ZAR CAD 11 CAD AUD 35 AUD 10 CHF CHF 58 SAR SAR AED 7 AED $ 822 $ 1,304 67 60 490 13 69 30 53 10 - - 790 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 ` 12,312 (2015: ` 18,303). 32. 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 the 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 194 Annual Report 2015-16 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. 33. Finance lease receivables The Company provides lease financing for 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, 2016 2015 2,222 3,685 3,127 - 62 5,411 (413) 4,998 3,108 73 63 6,929 (569) 6,360 Present value of minimum lease receivables are as follows: As at March 31, 2016 2015 4,998 2,034 2,906 - 58 6,360 3,419 2,826 57 58 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 34. 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, 2016 and 2015. Consolidated Financial Statements under India GAAP Operating leases: 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 ` 5,184 and ` 4,727 during the years ended March 31, 2016 and 2015 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 35. Employee benefit plan As at March 31, 2016 4,246 9,900 2,713 16,859 2015 3,351 6,385 2,206 11,942 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 2016 4,368 909 357 (530) 980 6,084 2015 3,690 613 348 (462) 179 4,368 As at March 31, Change in plan assets As at March 31, 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 2016 2015 3,133 1,660 5,831 3,218 8,964 578 9,542 4,878 345 5,223 Fair value of plan assets at the beginning of the year Expected return on plan assets Employer contributions Benefits paid Actuarial (loss)/gain Fair value of plan assets at the end of the year Recognized liability 2016 4,329 365 1,885 (530) (53) 5,996 (88) Wipro Limited 2015 3,360 261 1,065 (462) 105 4,329 (39) 195 Consolidated Financial Statements under India GAAP 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, 2017 is ` 1,150. Net gratuity cost for the year ended March 31, 2016 and 2015 are as follows: Current service cost Interest on obligation Expected return on plan assets Actuarial loss Net gratuity cost Year ended March 31, 2015 613 348 (261) 74 774 2016 909 357 (365) 1,033 1,934 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 2016 7.75% 8% 2015 7.95% 8% Rate of return on plan assets 7.75% 7.95% 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 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. 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 Fair value of plan assets Present value of defined benefit obligation Net (shortfall)/excess As at March 31, 2016 36,019 36,019 2015 28,455 28,455 - - The principal assumptions used in determining the As at March 31, 2016 2015 2014 2013 2012 798 (53) 6,084 5,996 (88) (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 present value obligation of interest guarantee under the deterministic approach are as follows: Assumptions Discount rate Average remaining tenure of investment portfolio Guaranteed rate of return As at March 31, 2016 7.75% 2015 7.95% 6 years 8.75% 6 years 8.75% For the year ended March 31, 2016, the Company contributed ` 4,052 (2015: ` 3,247) towards provident fund. 36. Employee stock option i) Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans (collectively “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest 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. ii) 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 196 Annual Report 2015-16 value on the date of grant approximates the fair value. For the year ended March 31, 2016, the Company has recorded stock compensation expense of ` 1,639 (2015: ` 1,327). iii) The compensation committee of the board evaluates the performance and other criteria of employees and approves the grant of options. These options Consolidated Financial Statements under India GAAP vest with employees over a specified period subject to fulfillment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price determined on the date of grant of options. The particulars of options granted under various plans are tabulated below. (The numbers of shares in the table below are adjusted for any stock splits and bonus shares issues). Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as follows: Name of Plan 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) Wipro Equity Reward Trust Employee Stock Purchase Plan, 2013 The activity in these stock option plans is summarized below: Authorized Shares Range of Exercise Prices 50,000,000 ` 171 – 490 280,303,030 ` 171 – 490 15,000,000 US$ 22,424,242 ` 22,424,242 US$ 22,424,242 ` 18,686,869 ` 14,829,824 ` 3 – 7 2 0.03 2 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 2016 Number Range of Exercise Prices — ` 2 (1,329,376 ) ` Weighted Average Exercise Price 480.20 2 0.03 — 2 0.03 — 2 0.03 — 2 0.03 480.20 2 0.03 480.20 2 0.03 20,181 ` 6,332,219 ` 2,576,644 US$ — ` 2,870,400 ` 1,697,700 US$ (340,876 ) US$ — ` (618,917 ) ` (186,038 ) US$ 20,181 ` 7,254,326 ` 3,747,430 US$ 20,181 ` 1,204,405 ` 256,753 US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ ` ` US$ 480 – 489 2 0.03 480 – 489 2 0.03 480 – 489 0.03 480 – 489 2 0.03 480 – 489 2 0.03 480 – 489 2 0.03 2015 Number Weighted Average Exercise Price 480.20 2 0.03 — 2 0.03 — 2 0.03 — 2 0.03 480.20 2 0.03 480.20 2 0.03 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 ` 1,80,683 US$ (1) During the year March 2013, an adjustment of one employee stock option for every 8.25 employee stock option held has been made, for each eligible employee pursuant to the terms of the Demerger Scheme. Wipro Limited 197 Consolidated Financial Statements under India GAAP The following table summarizes information about outstanding stock options: Numbers 2016 Weighted Average Remaining Life (Months) Numbers Weighted Average Exercise Price 2015 Weighted Average Remaining Life (Months) Weighted Average Exercise Price Range of Exercise price ` ` US$ 480 – 489 2 0.03 20,181 7,254,326 3,747,430 __ 23 24 ` ` 480.20 2 US$ 0.03 20,181 6,332,219 2,576,644 24 25 31 ` ` US$ 480.20 2 0.03 The weighted-average grant-date fair value of options granted during the year ended March 31, 2016 was ` 699.96 (2015: ` 658.12) for each option. The weighted average share price of options exercised during the year ended March 31, 2016 was ` 608.62 (2015: ` 603.58) for each option. The movement in Restricted Stock Unit reserve is summarized below: Year ended March 31, 2016 815 (612) 1,639 60 1,902 2015 309 (909) 1,327 88 815 Opening balance Less: Amount transferred to share premium Add: Amortisation Add: Amortisation in respect of share based compensation to Wipro Enterprises (P) Limited Closing balance 37. Income tax The provision for taxation includes tax liability in India on the Company’s worldwide income. The tax has been computed on the worldwide income as reduced by the various deductions and exemptions provided by the Income tax act in India (Act) and the tax credit in India for the tax liabilities payable in foreign countries. Most of the Company’s operations are through units in Software Technology Parks (‘STPs’) and Special Economic Zones (SEZ’s). Income from STPs is not eligible for deduction from 1st April, 2011. Income from SEZ’s are eligible for 100% deduction for the first 5 years, 50% deduction for the next 5 years and 50% deduction for another 5 years subject to fulfilling certain conditions. The Company was calculating 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 `1,490 (2015: ` 1,844) is included under ‘Long term loans and advances’ in the balance sheet as of March 31, 2016. i) Tax expenses are net of reversal of provisions recorded in earlier periods, which are no longer required, amounting to ` 1,337 for the year ended March 31, 2016 (2015: ` 891) and MAT credit of ` NIL for the year ended March 31, 2016 (2015: ` 2).” 198 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 Amortizable goodwill Unbilled revenue Others Net DTA/(DTL)    As at March 31, 2016 2015 3,091 2,360 2,390 2,601 - 8,082 (4,874) (1,398) (24) (220) (6,516) 1,566 1,706 1,601 117 5,784 (3,791) (671) (552) (205) (5,219) 565 The Net DTA/(DTL) of ` 1,566 (2015: ` 565) has the following breakdown: Deferred tax asset Deferred tax liabilities Net DTA/(DTL) As at March 31, 2016 2,210 (644) 1,566 2015 834 (269) 565 Annual Report 2015-16 38. 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: Consolidated Financial Statements under India GAAP 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 39. Earnings per share Year ended March 31, 2016 2015 Provision for Warranty 311 451 (360) 402 14 388 Others – taxes 1,211 83 (420) 874 - 874 Provision for Warranty 346 350 (385) 311 5 306 Others – taxes 1031 187 (7) 1,211 - 1,211 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) Earnings per equity share Basic Diluted 40. Related party relationships and transactions The List of subsidiaries as of March 31, 2016 is provided in the table below: Subsidiaries Subsidiaries Wipro LLC (formerly Wipro, Inc.) Wipro Gallagher Solutions, Inc. Year ended March 31, 2016 2,471,389,224 (14,829,824) 2,456,559,400 4,665,529 2,461,224,929 89,597 2015 2,470,776,266 (16,094,616) 2,454,681,650 7,109,442 2,461,791,092 86,609 36.47 36.40 35.28 35.18 Opus Capital Markets Consultants LLC Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC] Infocrossing, Inc. Wipro Insurance Solutions LLC Wipro Data Centre and Cloud Services, Inc. (formerly Macaw Merger, Inc.) Wipro IT Services, Inc. HPH Holdings Corp. (A) Country of Incorporation USA USA USA USA USA USA USA USA USA Wipro Limited 199 Consolidated Financial Statements under India GAAP Subsidiaries Subsidiaries Wipro Overseas IT Services Pvt. Ltd Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (Mauritius) Limited Wipro Holdings UK Limited Wipro Information Technogoty Austria GmbH(A) (Formerly Wipro Holdings Austria GmbH) Country of Incorporation India Japan China India India Mauritius U.K. Austria Wipro Digital Aps (A) 3D Networks (UK) Limited Denmark U.K. Wipro Europe Limited (formerly SAIC Europe Limited) (A) Wipro Promax Analytics Solutions (Europe) Limited (formerly Promax Analytics Solutions (Europe) Ltd) U.K. UK 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. Z.o.o Wipro IT Services Poland Sp. z o. o Wipro Technologies Australia Pty Ltd (formerly Promax Applications Group Pty Ltd) Wipro Corporate Technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Wipro I nformation Technology Netherlands BV. Cyprus Qatar Mexico Philippines Hungary Argentina Egypt Saudi Arabia Poland Poland Australia Ghana South Africa Wipro Technologies Nigeria Limited Nigeria Netherland Portugal Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Russia Chile Wipro Technology Chile SPA Canada Wipro Solutions Canada Limited Kazakhstan Wipro Information Technology Kazakhstan LLP 200 Annual Report 2015-16 Subsidiaries Subsidiaries Wipro Technologies W.T. Sociedad Anonima Country of Incorporation Costa Rica Consolidated Financial Statements under India GAAP Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty Limited Wipro (Thailand) Co Limited Wipro Bahrain Limited WLL Wipro Gulf LLC Rainbow Software LLC Cellent AG Wipro Networks Pte Limited (formerly 3D Networks Pte Limited) Wipro Chengdu Limited Wipro Airport IT Services Limited* Wipro (Dalian) Limited Wipro Technologies SDN BHD Wipro Outsourcing Services (Ireland) Limited Ireland Wipro IT Services Ukraine LLC Ukraine Wipro Technologies Norway AS Norway Wipro Technologies VZ, C.A. Wipro Technologies Peru S.A.C Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) (A) Venezuela Peru Romania Indonesia Australia Australia Thailand Bahrain Sultanate of Oman Iraq Germany Cellent Mittelstandsberatung GmbH Germany Cellent AG Austria(A) Austria Singapore China Malaysia China India * 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, Wipro Digital Aps, Cellent AG Austria and HPH Holdings Corp. are as follows: Wipro Limited 201 Consolidated Financial Statements under India GAAP Subsidiaries Subsidiaries Subsidiaries Subsidiaries Country of Incorporation 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 Digital Aps Wipro Technologies Austria GmbH New Logic Technologies SARL Wipro UK Limited 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) Designit A/S Designit Denmark A/S Designit MunchenGmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. Denextep Spain Digital, S.L Austria Austria France U.K. U.K. Portugal U.K. Brazil Germany Brazil Australia Australia Denmark Denmark Denmark Germany Norway Sweden Israel Japan Spain Cellent AG Austria HPH Holdings Corp. Frontworx Informations technologie AG HealthPlan Holdings, Inc. HealthPlan Services Insurance Agency, Inc. HealthPlan Services, Inc. Harrington Health Services Inc. Designit Colombia S A S Colombia Austria Austria USA USA USA USA USA The list of controlled trusts is: Name of entity Wipro Equity Reward Trust Wipro Inc Benefit Trust Nature Trust Trust Country of Incorporation India India 202 Annual Report 2015-16 Consolidated Financial Statements under India GAAP 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 Chairman and Managing Director Chief Financial Officer and Executive Director(1) Executive Vice Chairman(5) Chief Executive Officer and Executive Director(2) Chief Strategy Officer and Executive Director(3) Chief Financial Officer(4) The other related parties are: he other related parties are: Name of other related parties Azim Premji Foundation Azim Premji Foundation for Development Hasham Traders Prazim Traders Zash Traders Hasham Investment and Trading Co. Pvt. Ltd Azim Premji Philanthropic Initiatives Pvt. Ltd Azim Premji Trust Wipro Enterprises (P) Limited Wipro GE Healthcare Private Limited Key management personnel - - - - - - Azim H. Premji Suresh C. Senapaty T. K. Kurien Abidali Z. Neemuchwala Rishad Azim Premji Jatin Pravinchandra Dalal (1) Up to March 31, 2015 (2) Effective February 1, 2016 (3) Effective May 1, 2015 (4) Effective April 1, 2015 (5) Mr. T. K. Kurien, who was the Chief Executive Officer and Executive Director, was appointed as the Executive Vice Chairman of the Company, effective February 1, 2016. Relative of key management personnel The Company has the following related party transactions: Transaction/Balances Sales of services Purchase of services Assets purchased/capitalized Dividend paid Rent paid Rent Income Dividend payable Remuneration paid Receivables Payables @ Including relatives of key management personnel. Wipro Limited Entities controlled by Directors 2016 240 2 231 2015 154 1 207 Key Management Personnel@ 2016 2015 - - - 20,599 17,166 1,147 22 36 1,717 - 137 1,942 63 55 12,016 - 193 12,356 6 - 96 338 - 114 - - - 958 4 - 670 189 - 720 203 Consolidated Financial Statements under India GAAP The following are the significant related party transactions during the year ended March 31, 2016 and 2015: Sale of services Wipro Enterprises (P) Limited Purchase of services Azim Premji Foundation Asset purchased/capitalized Wipro Enterprises (P) Limited Dividend paid Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Rent Paid Wipro Enterprises (P) Limited Yasmeen Premji Rental Income Wipro Enterprises (P) Limited Dividend payable Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Remuneration paid to key management personnel Azim H Premji Suresh Senapaty T K Kurien Abidali Z. Neemuchwala* Rishad Azim Premji Jatin Pravinchandra Dalal Year ended March 31, 2016 2015 184 2 231 4,451 5,435 5,419 5,157 15 6 36 371 453 452 430 22 - 137 120 22 38 111 1 207 3,710 4,529 4,516 4,297 63 4 55 2,597 3,170 3,161 3,008 48 34 91 - 16 - * Mr. Abidali Z. Neemuchwala, was appointed as the Chief Executive Officer and Executive Director, effective February 1, 2016 Compensation shared above is for the period from April 1, 2015 to March 31, 2016. 41. Capital commitments The estimated amount of contracts remaining to be executed on Capital account and not provided for, net of advances is ` 10,734 (2015: ` 1,262). 42. Contingent liabilities 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 As at March 31, 2016 2015 2,654 2,560 25,218 21,235 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, 2016, the Company believes that it has met all the commitments substantially required under the plan Tax Demands: The Company is subject to legal proceedings and claims (including tax assessment orders/ penalty notices) which have arisen in the ordinary course of its business. Some 204 Annual Report 2015-16 of the claims involve complex issues and it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of such proceedings. However, 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 significant of such matters are discussed below. 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, 2011 and the aggregate demand is ₹ 47,583 (including interest of ₹ 13,832). 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 majority of the issues in favor of the Company up to years ended March 31, 2004. On similar issues for years up to March 31, 2000, the Hon’ble High Court of 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 years ended March 31, 2010 and March 31, 2011, 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, 2012, the Company received the draft assessment order in March 2016 with a proposed demand of ₹ 4,241 (including interest of ₹ 1,376), arising primarily on account of section 10AA issues with respect to exclusion from Export Turnover. Company has filed an objection before DRP within the prescribed timelines. Considering the facts and nature of disallowance and the order of the appellate authority/Hon’ble High Court of Karnataka 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. 43. Acquisitions Designit AS On August 6, 2015, the Company obtained control of Designit AS (“Designit”) by acquiring 100% of its share capital. Designit is a Denmark based global strategic design Consolidated Financial Statements under India GAAP firm specializing in designing transformative product- service experiences. The acquisition will strengthen the Company’s digital offerings, combining engineering and transformative technology with human centered-design methods. The acquisition was executed through a share purchase agreement for a consideration of ` 6,057 (EUR 86.1 million) which includes a deferred earn-out component of ` 1,666 (EUR 23.7 million), which is linked to achievement of revenues and earnings over a period of 3 years ending June 30, 2018. This has been disclosed as a part of other liabilities. Cellent AG On January 5, 2016, the Company obtained control of Cellent AG (“Cellent”) by acquiring 100% of its share capital. Cellent is an IT consulting and software services company offering IT solutions and services to customers in Germany, Switzerland and Austria. This acquisition is expected to provide Wipro with scale and customer relationships, in the Manufacturing and Automotive domains in Germany, Switzerland and Austria region. The acquisition was executed through a share purchase agreement for a consideration of ` 5,800 (EUR 80.4 million). Healthplan Services On February 29, 2016, the Company obtained full control of HPH Holdings Corp. (“Healthplan Services”). HealthPlan Services offers market-leading technology platforms and a fully integrated Business Process as a Service (BPaaS) solution to Health Insurance companies (Payers) in the individual, group and ancillary markets. HealthPlan Services provides U.S. Payers with a diversified portfolio of health insurance products delivered through its proprietary technology platform. The acquisition was consummated for a consideration of ` 30,685 (USD 448.5 million) which includes a deferred earn- out component of ` 730 (USD 10.7 million), which is linked to achievement of revenues and earnings over a period of 3 years ending March 31, 2019. This has been disclosed as a part of other liabilities. 44. Amalgamation of companies During the previous 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. Wipro Limited 205 Consolidated Financial Statements under India GAAP 45. 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 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 (MFG), Global Media and Telecom (GMT). 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, digital, consulting, infrastructure outsourcing services and business process services. IT Products: The Company is a value added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. 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. Information on reportable segments for year ended March 31, 2016 is given below: BFSI HLS RCTG ENU MFG GMT Others Total IT Services IT Products Others Entity total Revenue 128,147 58,358 74,372 70,866 90,877 64,696 - 487,316 29,760 (704) 516,372 Operating income of segment 28,167 12,186 13,898 14,382 17,752 12,317 - 98,702 (868) (363) 97,471 Unallocated Operating income total Interest and other income Profit before tax Income tax expense Profit after tax Minority interest Net profit (152) - - (152) 98,550 (868) (363) 97,319 17,928 115,247 (25,158) 90,089 (492) 89,597 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) 86,609 206 Annual Report 2015-16 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, 2015 45,753 227,328 124,523 75,517 473,121 2016 51,436 258,615 126,417 79,904 516,372 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, 2016 and 2015. a) The segment report of Wipro Limited and its consolidated subsidiaries has been prepared in accordance with the AS 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India (ICAI). b) ‘Reconciling items’ includes elimination of inter- segment transactions and other corporate activities. 47. Details of non-current investments Consolidated Financial Statements under India GAAP c) d) e) f ) Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues. Segment results includes `1,232 for the year ended March 31, 2016, (2015: ` 849) 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 ` 3,894 for the Year ended March 31, 2016, (2015: ` 3,611) in revenues which is reported as a part of ‘other income’ in the financial statements. For the purpose of reporting, business segments are considered as primary segment and geographic segments are considered as secondary segments. 46. Corporate Social Responsibility a) Gross amount required to be spent by the company during the year ` 1,560. b) Amount spent during the year on: Particulars Sr. no In cash Yet to be paid in cash Total (i) Construction/acquisition of any asset Nil Nil Nil (ii) On purpose other than (i) above 1,134 464 1,598 Particulars No. of shares Carrying Value Investments in Equity Instruments Opera Solutions LLC Drivestream Inc Mycity Technology Limited Wep Peripherals Limited Wep Solutions Limited Vectra Networks Inc Talena Inc Drivestream India Private Limited Altizon Systems Private Limited Emailage Corp. TLV Partners Total investments in equity instruments Investments in convertible notes Vicarious FPC, INC Total non-current investments Wipro Limited As at March 31, 2016 2015 2,390,433 94,527 44,935 306,000 1,836,000 1,395,034 4,757,373 267,600 16,018 317,027 2,390,433 94,527 44,935 306,000 1,836,000 - - - - - 2016 3,048 292 45 6 17 479 128 19 98 68 33 4,231 191 4,422 2015 3,044 292 45 6 17 - - - - - - 3,404 - 3,404 207 Consolidated Financial Statements under India GAAP 48. Details of current investments (i) Investments in Indian money market mutual funds Fund House Birla Sun Life Mutual Fund IDFC Mutual Fund ICICI Prudential Mutual Fund HDFC Mutual Fund SBI Mutual Fund Kotak Mahindra Mutual Fund Reliance Mutual Fund L&T Mutual Fund Franklin Templeton Mutual Fund Religare Invesco Mutual Fund UTI Mutual Fund LIC Mutual Fund AXIS Mutual Fund (ii) Investments in debentures Particulars Debentures in Citicorp Finance (India) Limited (iii) Investments in certificate of deposits/bonds Particulars National Highways Authority Of India LIC Housing Finance Limited Housing Development Finance Corp Ltd Kotak Mahindra Prime Limited Mahindra & Mahindra Financial Services Limited Tata Capital Financial Services Limited L&T Finance Limited L&T Infrastructure Finance Limited Sundaram Finance Limited Aditya Birla Finance Limited Bajaj Finance Limited Government of India Bonds Indian Railway Finance Corporation Limited HDB Financial Services Limited Kotak Mahindra Investments Limited Infrastructure Leasing And Financial Services Limited IDFC Limited L&T Housing Finance Limited Power Finance Corporation Limited Balances as at March 31, 2016 3,332 1,656 1,128 1,021 1,000 900 800 400 - - - - - 10,237 2015 3,082 496 1,079 100 500 600 710 - 915 1,317 500 500 400 10,199 As at March 31, 2016 751 751 As at March 31, 2016 16,004 2015 751 751 2015 - 13,212 5,041 10,102 9,527 6,509 6,478 6,353 6,220 6,063 6,013 6,000 3,411 3,402 2,880 2,401 1,691 1,498 1,200 1,028 - 3,894 2,751 4,450 3,207 1,398 3,794 2,131 4,500 3,275 - - 954 914 - 200 358 208 Annual Report 2015-16 Particulars Allahabad Bank CD Andhra Bank CD Syndicate Bank CD Axis Bank Limited CD IDBI Bank Limited CD NABARD Rural Electrification Corporation Limited NTPC Limited Tube Investments IL&FS Financial Services Limited HDFC Limited Mahindra Vehicle Manufacturers Limited Exim Bank Bharath Aluminium Co Limited Total 49. Details of Cash and Bank balances Consolidated Financial Statements under India GAAP As at March 31, 2016 2015 999 999 999 999 998 401 391 385 151 - - - - - 116,314 - - - - - - - - 151 2,161 996 264 250 250 40,939 Details of balances with banks and other balances as of March 31, 2016 are as follows: Bank Name Citi Bank ICICI Bank Axis Bank Canara Bank Kotak Mahindra Bank HSBC Yes Bank Corporation Bank WELLS FARGO BANK IDFC Bank SAUDI BRITISH BANK ANZ Bank HDFC Bank Standard Chartered Bank Others including cash and cheques on hand Total In Current Account In Deposit Account Total ` 50,940 ` 1,136 ` 52,076 3 15 - 108 5,235 - - 2,500 - 41 134 421 525 20,178 19,079 20,181 19,094 9,520 7,796 1,805 5,900 2,541 - 2,000 689 528 114 - 9,520 7,904 7,040 5,900 2,541 2,500 2,000 730 662 535 525 3,595 ` 63,517 236 3,831 ` 71,522 ` 135,039 Wipro Limited 209 Consolidated Financial Statements under India GAAP 50. Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements Name of the Subsidiary Net Asset Share in Profit or Loss As a % of Consolidated net assets Amount As a % of Consolidated profit or loss Amount Wipro Limited 78.9% 409,052 94.7% 80,990 Wipro Airport IT Services Limited Wipro Travel Services Limited Wipro Trademarks Holding Limited Wipro Overseas IT Services Pvt Ltd Wipro LLC (formerly Wipro Inc) Infocrossing Inc Wipro Arabia Limited Wipro Solutions Canada Limited Wipro Technologies South Africa (Proprietary) Limited Wipro Networks Pte Limited (formerly 3D Networks Pte Limited) Opus Capital Markets Consultants LLC Wipro do Brasil Technologia Ltda Wipro Technologies Gmbh Wipro Holdings Hungary Korlátolt Felelősségű Társaság Wipro Technologies SA DE C V Wipro Gulf LLC Wipro Gallagher Solutions Inc Wipro Technologies SRL Wipro Cyprus Private Limited Wipro UK Limited Wipro IT Services Poland Sp z o o Wipro Outsourcing Services (Ireland) Limited Wipro Portugal SA Healthplan Services, Inc Cellent AG Wipro Holdings UK Limited Wipro Shanghai Limited 0.0% 0.0% 0.0% 0.0% 1.3% 0.9% 1.3% (1.1%) 0.0% 0.4% 0.1% 0.1% (0.1%) 6.7% 0.0% 0.1% 0.3% 0.1% 5.6% 0.0% 0.0% 0.1% 0.7% (1.1%) 0.3% 0.7% 0.0% 93 112 38 21 6,745 4,624 6,978 (5,775) 112 1,842 731 762 (497) 34,833 34 370 1,351 497 29,070 189 227 400 3,852 (5,893) 1,438 3,854 246 0.0% 0.0% 0.0% 0.0% 3 17 1 21 (2.2%) (1,853) 0.9% 1.7% 1.0% (0.1%) 0.4% 1.0% 0.1% 0.2% 3.2% 0.2% 0.4% 0.2% 0.2% 0.9% 754 1,468 852 (87) 349 824 44 159 2,720 160 353 171 176 729 (0.5%) (418) 0.2% 0.3% 0.2% (0.1%) (0.0%) (1.5%) (0.0%) 152 223 172 (49) (41) (1,266) (37) 210 Annual Report 2015-16 Name of the Subsidiary Net Asset Share in Profit or Loss Consolidated Financial Statements under India GAAP As a % of Consolidated net assets Amount As a % of Consolidated profit or loss Amount PT WT Indonesia Wipro Retail UK Limited Wipro Technologies Australia Pty Ltd (formerly Promax Applications Group Pty Ltd) Designit Denmark A/S Wipro Poland Sp Zoo Wipro Information Technology Austria GmbH (Formerly Wipro Holdings Austria) Wipro Bahrain Limited WLL Wipro Technologies Nigeria Limited Wipro Japan KK Wipro Chengdu Limited Wipro Doha LLC Wipro Technologies Austria GmbH Designit Spain Digital SL Wipro Information Technology Netherlands BV Cellent AG Austria Wipro Technologies Argentina SA Designit MunchenGmbH Designit Oslo A/S New Logic Technologies SARL Designit TLV Ltd Cellent Mittelstandsberatung GmbH Designit A/S (Group Company) Wipro (Thailand) Co Limited 0.1% 0.0% (0.1%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.1% (0.0%) 0.0% (0.0%) 0.0% 0.5% 0.1% 0.0% (0.0%) 0.0% (0.1%) 0.0% 0.0% 0.1% 0.1% 262 153 (542) 109 161 15 242 37 584 (192) 55 (146) 107 2,629 391 42 (120) 10 (611) 56 192 357 262 Wipro Promax Analytics Solutions LLC (formerly Promax Analytics Solutions Americas LLC) (0.0%) (143) Designit Sweden AB Harrington Health Services Inc Wipro Insurance Solutions LLC Wipro Technologies Limited, Russia Wipro Limited (0.0%) 0.3% 0.0% 0.0% (9) 1,429 64 205 0.4% 0.3% (0.3%) (0.2%) 0.1% (0.1%) 0.2% (0.0%) 0.5% (0.0%) 0.1% 0.1% 0.0% 0.2% 0.0% 0.0% 0.0% (0.0%) (0.1%) 0.0% 0.0% (0.1%) (0.0%) (0.0%) (0.0%) 0.0% 0.1% 0.0% 333 226 (276) (185) 124 (112) 190 (0) 417 (17) 58 48 39 194 23 10 3 (5) (58) 19 9 (57) (31) (36) (9) 20 55 25 211 Consolidated Financial Statements under India GAAP Name of the Subsidiary Net Asset Share in Profit or Loss As a % of Consolidated net assets Amount As a % of Consolidated profit or loss Amount Designit Colombia SAS Healthplan Services Insurance Agency, Inc Wipro Technology Chile SPA Wipro Technologies Peru SAC Designit Tokyo Ltd FRONTWORX Informationstechnologie AG Wipro Promax Analytics Solutions (Europe) Limited (formerly Promax Analytics Solutions (Europe) Ltd) Wipro Information Technology Kazakhstan LLP Wipro Australia Pty Limited Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) Wipro BPO Philippines LTD Inc Wipro Technologies SDN BHD Wipro Technologies Norway AS Wipro Do Brasil Sistemetas De Informatica Ltd HPH Holdings Corp Wipro Corporate Technologies Ghana Limited Healthplan Holdings, Inc Wipro Europe Limited (formerly SAIC Europe Limited)) 3D Networks (UK) Limited Wipro Information Technology Egypt SAE Wipro Digital Aps Wipro Holdings (Mauritius) Limited Wipro Promax IP Pty Ltd (formerly PAG IP Pty Ltd) Wipro Data Centre and Cloud Services Inc (formerly Macaw Merger Inc) Wipro Technologies VZ, CA Wipro IT Services Inc Subtotal Minority Interest (0.0%) 0.2% (0.0%) 0.0% (0.0%) 0.0% (0.0%) (0.0%) (0.0%) 0.0% 0.3% (0.0%) 0.0% 0.0% 0.7% (0.0%) 1.1% 0.1% 0.0% (0.0%) 0.2% 0.7% 0.0% 0.0% 0.0% 0.2% (8) 1,267 (55) 37 (28) 75 (40) (27) (107) 0 1,716 (1) 19 30 3,520 (1) 5,447 400 1 (116) 1,148 3,548 1 - - 893 (0.0%) 0.0% (0.1%) 0.0% (0.0%) (0.0%) 0.0% (0.0%) 0.0% (0.0%) 1.3% 0.0% (0.0%) 0.0% 0.0% (0.0%) (0.0%) (0.2%) 0.0% (0.1%) (0.2%) (3.0%) 0.0% 0.0% 0.0% (0.1%) 100.0% 518,620 100.0% (2,224) (13) 7 (65) 14 (16) (7) 10 (21) 22 (27) 1,081 4 (3) 2 2 (1) (0) (198) - (45) (130) (2,603) 3 - - (59) 85,552 (492) 212 Annual Report 2015-16 Name of the Subsidiary Net Asset Share in Profit or Loss Consolidated Financial Statements under India GAAP As a % of Consolidated net assets Amount As a % of Consolidated profit or loss Amount Controlled Trusts: Wipro SA Broad based Ownership Scheme Trust Wipro SA Broad based Ownership Scheme SPV(RF) (Pty) Ltd. Wipro Inc Benefit Trust Wipro Equity Reward Trust Adjustment arising out of consolidation Total 157 771 (7) 975 (71,406) 446,886 (2) (1) 21 218 4,300 89,597 (a) Wipro Technologies W.T. Sociedad Anonima, Wipro IT Services Ukraine LLC, Wipro (Dalian) Limited and Rainbow Software LLC are yet to commence operations. (b) Wipro Promax Holdings Pty Ltd, Wipro Promax IP Pty Ltd and 3D Networks (UK) Limited have been filed for liquidation (c) Wipro Technologies Spain S.L. has been liquidated during the current year, hence the financial information of subsidiary has not been included in the above list. (d) Wipro Europe and Wipro France SAS, wholly owned subsidiary of the company have been merged with New Logic Technologies SARL. Hence the financial information of Wipro Europe and Wipro France SAS have not been included in the above list. (e) Wipro Technologies Canada Limited, wholly owned subsidiary of the company, has been merged into Wipro Solutions Canada Limited during the year. Hence the financial information of Wipro Technologies Canada Limited has not been included in the above list. (f ) Horizon Merger, Inc. was incorporated during the financial year 2015-16 and subsequently merged with HPH Holdings Corp. Hence the financial information of Horizon Merger, Inc. has not been included in the above list. 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 Vijay Mathur Partner Membership No.: 046476 Bangalore June 3, 2016 T K Kurien Executive Vice Chairman Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary Wipro Limited 213 Consolidated Financial Statements under India GAAP 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 d n e d i v i d ) i ( - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) x a t ) 4 1 ( ) 3 1 ( 4 5 7 8 6 4 1 , ) 2 5 8 1 ( , 5 7 6 ) 7 8 ( 9 4 3 4 2 8 8 7 1 9 5 1 0 2 7 2 , 0 6 1 3 5 3 2 7 1 6 7 1 2 7 1 8 2 7 2 5 1 3 2 2 ) 0 5 ( ) 1 4 ( ) 8 1 4 ( ) 7 3 ( 3 3 3 6 2 2 ) 6 7 2 ( ) 5 8 1 ( 4 2 1 ) 2 1 1 ( ) 6 6 2 1 ( , ) 0 ( 0 9 1 7 1 4 ) 7 1 ( 0 6 ) 7 2 ( 6 9 3 4 9 1 3 2 0 1 3 ) 5 ( 9 9 1 ) 8 5 ( ) 7 5 ( ) 1 3 ( ) 6 3 ( ) 9 ( 0 2 5 5 5 2 ) i ( 8 2 ) 2 1 ( - - 8 3 7 5 1 ) 9 5 ( 9 1 1 4 3 1 6 1 ) 2 2 ( 7 6 0 5 7 4 2 4 8 ) 6 6 3 ( ) 4 0 1 ( 6 3 2 3 ) 2 3 ( - 0 2 1 8 5 ) 9 1 1 ( - - 0 4 3 - 0 6 0 5 1 - 7 0 7 1 0 9 1 8 5 1 - 4 - 4 - ) 0 ( - - 0 3 1 5 1 ) i ( ) 1 1 ( 4 5 7 8 6 4 1 , ) 4 2 8 1 ( , ) 0 1 ( 7 1 3 2 2 , 3 7 7 7 1 , 0 3 7 3 1 , 2 3 8 ) 9 4 ( 8 0 4 3 4 9 2 1 3 5 7 1 7 2 2 3 0 4 9 1 2 9 1 2 0 8 1 3 4 7 2 , 5 9 0 1 , ) 2 2 5 ( 8 8 1 5 5 2 ) 2 8 ( ) 1 4 ( ) 4 5 2 1 ( , ) 7 3 ( 2 5 4 4 8 2 ) 2 6 2 ( ) 5 8 1 ( 7 5 1 ) 2 1 1 ( 0 6 0 9 1 7 6 2 ) 7 1 ( 7 6 ) 7 2 ( 6 5 1 1 3 1 2 0 3 6 1 4 ) 5 ( 9 1 3 1 ) 4 5 ( ) 7 5 ( ) 1 3 ( ) 6 3 ( ) 9 ( 3 3 5 5 1 4 1 3 0 7 , 7 3 8 4 , 3 7 4 4 , 8 5 1 4 , 9 2 9 3 , 3 1 4 3 , 1 5 7 2 , 2 0 8 1 , 1 0 8 1 , 9 8 6 1 , 2 1 5 1 , 3 9 4 1 , 1 3 4 1 , 8 0 4 1 , 1 0 4 1 , 0 0 4 1 , 4 7 2 1 , 5 3 1 1 , 9 0 1 1 , 9 7 0 1 , 2 6 0 1 , 0 5 0 1 , 6 2 0 1 , 3 7 6 4 6 6 3 2 6 0 7 5 9 6 4 3 6 4 1 5 4 3 4 4 4 3 4 1 2 4 2 9 3 0 8 3 8 2 3 4 6 2 5 4 2 3 9 1 4 8 1 4 8 1 9 7 1 0 7 1 0 6 1 6 5 1 3 4 1 5 2 1 0 1 1 5 9 d n e d i v i D r e t f a r o f e r o f e b r e h t O . 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 ) i ( e m o c n I ) 9 ( % 0 0 1 % 0 0 1 % 7 6 6 6 . % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 8 2 7 9 . % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 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 % 4 7 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 ) 8 ( 9 3 1 7 2 , - - - 6 - - - - - - 6 2 0 5 9 2 , - - - - - - - 8 2 0 1 , 0 7 2 3 , - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 9 1 ) 7 ( 4 5 9 9 , 7 6 9 7 , 8 1 8 5 3 , 2 5 7 1 , 7 0 1 2 1 , 5 7 8 8 5 0 4 6 2 1 1 , 8 6 0 4 , 6 9 7 3 7 0 1 , 0 2 8 2 , 0 7 2 1 1 8 0 3 6 9 , 7 1 4 2 , 5 0 0 1 , 4 1 2 3 3 0 1 , 9 2 8 6 , 7 5 1 1 1 , 1 0 6 7 7 9 4 7 1 8 6 9 1 , 6 7 5 0 2 3 0 4 0 9 1 1 9 2 7 6 1 8 4 5 8 2 0 5 4 7 2 2 6 6 7 ) 6 ( 2 6 4 2 4 , 2 6 6 0 2 , 5 4 9 4 1 , 2 3 3 6 , 4 6 8 1 , 9 2 7 2 , 6 3 1 1 , 8 8 8 1 , 1 7 5 3 , 8 3 8 4 3 , 7 0 1 1 , 6 6 1 1 , 1 7 1 4 , 6 6 7 3 6 6 4 , 0 0 7 8 3 , 6 0 6 2 , 1 3 2 1 , 4 1 6 2 5 9 5 , 2 7 4 2 , 8 4 8 9 3 2 1 , 7 2 3 6 2 4 1 , 4 8 6 0 1 , 4 1 3 7 3 2 8 1 4 2 3 4 7 2 3 1 5 6 9 8 2 1 4 3 0 3 2 4 3 3 5 6 8 1 3 1 1 , 0 6 7 3 , 8 9 2 8 4 1 9 1 2 5 3 1 3 7 9 7 5 2 1 6 3 1 2 5 9 9 3 8 1 1 0 5 1 9 2 1 9 8 8 6 0 9 1 9 9 5 4 1 2 1 1 5 3 1 6 1 3 4 9 4 4 1 3 6 5 2 9 0 1 3 9 6 9 2 8 7 5 1 , ) 5 ( ) 4 ( ) 3 9 4 6 1 ( , 7 3 1 3 2 , 0 2 6 6 , 8 0 7 0 1 , ) 3 5 5 7 ( , 2 1 1 0 3 0 1 , 1 5 0 7 6 ) 0 7 0 1 ( , 6 2 1 3 3 , ) 7 ( 2 5 3 8 2 3 ) 9 5 3 ( 9 4 8 3 , 7 5 0 9 2 , 7 3 1 6 2 2 0 0 4 ) 6 0 2 5 ( , 0 5 0 1 , ) 9 7 4 2 ( , 7 5 1 0 5 2 3 5 1 7 9 1 6 1 ) 2 4 5 ( 0 8 5 3 8 7 7 1 , 0 2 1 8 2 6 2 1 7 3 7 5 6 0 7 1 , 1 4 7 1 9 6 1 0 1 7 1 , 3 3 1 1 5 0 0 0 9 8 3 4 3 3 6 , 0 9 1 1 0 0 1 1 1 ) 2 1 9 1 ( , 7 2 9 1 , 1 3 5 3 2 2 5 ) 5 7 1 ( ) 5 1 2 ( 6 6 3 4 2 9 5 7 ) 5 6 0 2 ( , 5 4 8 1 , 8 4 7 0 1 5 7 9 5 8 3 ) 3 3 1 ( ) 2 2 1 ( 9 ) 8 ( 6 5 0 9 1 3 6 2 8 0 1 ) 0 1 ( ) 5 4 1 ( 9 2 4 1 , 2 4 4 0 2 0 0 5 5 5 7 1 3 5 6 1 , 2 1 0 2 6 4 4 9 4 5 1 2 1 0 0 2 2 ) 3 ( 6 6 6 6 8 1 1 5 4 6 6 6 6 8 1 5 7 1 4 2 7 1 6 6 7 1 5 7 1 6 9 8 1 5 7 6 6 5 7 6 6 0 1 6 9 1 5 0 1 8 1 5 7 0 6 7 1 ) i ( 9 5 ) h ( 0 5 0 . 0 1 8 1 5 7 5 7 1 5 7 5 7 5 5 7 8 5 7 8 1 5 7 0 1 2 6 6 8 6 6 6 6 1 ) 2 ( D S U D S U R A S D A C R A Z D S U D S U L R B R U E R N I N X M R M O D S U N O R R U E R N I P B G N L P R U E D S U R U E D S U B M R R D I P B G D U A K K D N L P R U E D H B N G N Y P J B M R R A Q R U E R U E R N I R U E R U E S R A R U E K O N R U E S L I R U E K K D B H T D S U K E S D S U D S U B U R 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 a t i p a c n o s a e t a r y c n e r r u C ] ) 5 ( & ) 4 ( . l c x e [ l s u p r u S 6 1 0 2 1 3 , h c r a M d e s o p o r P t fi o r P n o i s i v o r P t fi o r P & s e l a S 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 ) d e t i i m L e t P s k r o w t e N D 3 y l r e m r o f ( d e t i i m L e t P s k r o w t e N o r p W i C L L s t n a t l u s n o C s t e k r a M l a t i p a C s u p O 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 e t i i m L ) y r a 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 i l h b m G s e g o o n h c e T 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 c n I g n i s s o r c o f n I ) 1 ( d e t i i i m L a b a r A o r p W i 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 l g á s a s r á T ű g é s s ő e e F t l o t á l r o K y r a g n u H s g n d o H o r p W l i i i o r p W y l r e m r o F ( ) ( A H b m G a i r t s u A 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 S / A k r a m n e D t i n g i s e D o o Z p S d n a o P o r p W l i ) a i r t s u A s g n d o H l i d t L y t P a i l i l a r t s u A s e g o o n h c e T 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 i s e n o d n I T W T P d e t i i m L K U l i a t e R 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 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 n I , s e c i v r e S n a p h t l a e H l G A t n e l l e C 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 K U 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 C L L f l u G 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 A S l a g u t r o P o r p W i d e t i i m L e t a v i r P s u r p y C o r p W i d e t i i i m L K U s g n d o H o r p W l i V B s d n a l r e h t e N y g o o n h c e T n o i t a m r o f n l I o r p W i 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 a i r t s u A G A t n e l l e C 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 C L L a h o D o r p W i L S l i i a t i g D n a p S t i n g i s e D H b m G g n u t a r e b s d n a t s l e t t i M t n e l l e C ) y n a p m o C p u o r G ( S / A t i n g i s e D d e t i i m L o C ) d n a l i a h T ( o r p W i d t L V L T t i n g i s e D l C L 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 c n I s e c i v r e S h t l a e H n o t g n i r r a H l C L L s n o i t u o S e c n a r u s n I o r p W i B A n e d e w S t i n g i s e D i l L R A S s e g o o n h c e T c i g o L w e N H b m G n e h c n u M t i n g i s e D S / A o l s O t i n g i s e D 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 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 d e t i i m L u d g n e h C o r p W i K K n a p a J o r p W i 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 i V C E D A S s e g o o n h c e T o r p W l 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 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 0 5 1 5 2 5 y r a i d i s b u S e h t f o e m a N . r S . o N 6 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 . 6 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 214 Annual Report 2015-16 ) x a t d n e d i v i d ) i ( ) i ( d n e d i v i D r e t f a r o f e r o f e b r e h t O . 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 ) i ( e m o c n I & ) 4 ( . l c x e [ l s u p r u S 6 1 0 2 1 3 , h c r a M d e s o p o r P t fi o r P n o i s i v o r P t fi o r P & s e l a S 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 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 a t i p a c n o s a e t a r y c n e r r u C y r a i d i s b u S e h t f o e m a N . r S . o N - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 7 7 1 ) 3 1 ( 4 1 ) 5 6 ( ) 6 1 ( ) 7 ( 0 1 2 2 ) 1 2 ( 9 - 4 - - - - 2 - - ) i ( 6 2 ) 3 1 ( 0 1 4 1 ) 5 6 ( ) 6 1 ( ) 7 ( 2 1 2 2 ) 1 2 ( 1 8 0 1 , ) 6 4 ( 5 3 0 1 , 1 ) 3 ( 2 3 1 2 ) 0 ( ) 1 ( ) 1 ( 1 6 ) 7 2 ( ) 5 4 ( ) 0 3 1 ( ) 8 9 1 ( ) 3 0 6 2 ( , 0 ) 0 ( - - - - - - 0 - 0 - 1 ) 1 ( - - - ) 1 2 ( - - - - - - - - - - - - ) 0 ( 1 ) 3 ( 2 3 2 2 ) 0 ( ) 1 ( ) 1 ( 2 8 ) 7 2 ( ) 5 4 ( ) 0 3 1 ( ) 8 9 1 ( ) 0 ( ) 3 0 6 2 ( , - - - - - - - 4 8 7 5 3 5 0 5 3 4 0 4 9 3 6 3 4 3 2 3 5 2 9 1 9 4 3 2 2 0 0 0 - - - - - - - - - - - - - - % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 9 9 9 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 - - - - - - - - - - - - - - - 4 4 3 7 4 4 5 , 0 7 3 0 3 , - - - - - - ] ) 5 ( 6 4 2 4 2 7 2 5 1 3 1 3 7 0 4 9 5 3 3 6 0 4 5 8 6 5 2 ) 7 ( 1 - 8 7 4 3 1 - 4 0 - 0 5 - - - - ) 0 ( 0 0 2 9 3 9 4 , 2 3 0 0 3 , 4 6 9 5 3 0 7 2 1 , 7 9 0 5 5 4 6 0 2 5 1 1 8 9 2 1 0 4 2 , 5 2 2 1 0 3 1 6 4 2 1 1 ) 2 1 ( 7 6 2 1 , ) 2 4 1 ( 3 1 ) 7 3 ( ) 1 1 ( ) 0 4 ( ) 6 3 ( ) 8 0 1 ( 6 3 5 1 , 0 ) 4 3 ( ) 4 ( 1 7 3 0 3 4 7 7 ) 0 ( ) 3 ( ) 1 ( 5 3 9 0 3 , 4 0 9 7 2 5 3 , 0 2 5 3 , 0 4 8 0 0 0 4 2 9 0 6 , 2 5 5 3 , 7 4 4 5 , 0 ) 8 3 1 ( ) 9 5 4 ( 2 9 3 ) 0 ( 7 4 4 5 , ) 3 0 8 2 ( , 1 5 - - - - - - - - - ) 6 ( 1 5 - 7 8 4 2 9 7 8 0 9 0 0 3 5 3 3 0 8 1 0 1 0 - - 0 0 4 7 7 7 2 2 3 1 6 1 , 1 5 3 6 , 0 - 1 7 - - - - 1 0 0 6 6 1 0 2 5 7 6 9 0 1 1 5 7 1 8 8 1 1 5 1 6 6 5 4 7 1 0 1 5 7 0 1 6 9 6 6 6 6 6 6 1 6 9 2 0 1 0 - R N I P O C D S U P L C N E P Y P J R U E P B G T Z K D U A P H P R Y M K O N L R B D U A R N I D S U F E V R A Z S H G D S U D U A P G E K K D P B G D S U D S U D S U R N I P B G H A U B M R D Q 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 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 c n I D T L s e n p p i i l i h P O P B o r p W i d e t i i m L y t P a i l a r t s u A o r p W i i l G A e g o o n h c e t s n o i t a m r o f n I X R O W T N O R F d t L o y k o T t i n g i s e D i D H B N D S s e g o o n h c e T 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 ) c ( ) d t L y t P P I G A P y l r e m r o f ( d t L y t P P I x a m o r P o r p W i d t L a c i t a m r o f n I e D s a t e m e t s i S l i s a r B o D o r p W i c n I , y c n e g A e c n a r u s n I s e c i v r e S n a p h t l a e H l 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 i l S A S a b m o o C t i n g i s e D A P S e l i l h C y g o o n h c e T o r p W i i C A S u r e P s e g o o n h c e T 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 . d t L ) y t P ( i ) F R ( V P S e m e h c S p h s r e n w O d e s a b - d a o r B A S o r p W i A C , i l Z V s e g o o n h c e T o r p W i i p r o C s g n d o H H P H l d e t i i i l m L a n a h G s e g o o n h c e T e t a r o p r o C o r p W i c n I s e c i v r e S T I o r p W i i l ) c ( ) d t L y t P s g n d o H x a m o r P y l r e m r o f ( d t L y t P s g n d o H x a m o r P o r p W l i i ) A ( ) ) 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 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 ( s p A l i a t i g D o r p W i d e t i i m L ) s u i t i r u a M ( i l s g n d o H o r p W i ) c n I r e g r e M w a c a M y l r e m r o f ( c n l I s e c i v r e S d u o C d n a e r t n e C a t a D o r p W i i ) a ( 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 ) a ( i C L L e n a r k U s e c i v r e S T I o r p W i ) a ( ) a ( d e t i i m L ) n a i l a D ( o r p W i C L L e r a w t f o S w o b n a R i d t L t v P s e c i v r e S T I s a e s r e v O o r p W i c n I i l , s g n d o H n a p h t l a e H l ) c ( d e t i i m L ) K U ( s k r o w t e N D 3 3 5 4 5 5 5 6 5 7 5 8 5 9 5 0 6 1 6 2 6 3 6 4 6 5 6 6 6 7 6 8 6 9 6 0 7 1 7 2 7 3 7 4 7 5 7 6 7 7 7 8 7 9 7 0 8 1 8 2 8 3 8 4 8 5 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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 . . i i L S n a p S s e g o o n h c e T o r p W l i . n o i t a r t s i g e r - e d r o f d e fi n e e b e v a h d e t i l i m L ) K U ( s k r o w t e N D 3 d n a d t L y t P P I , i x a m o r P o r p W d t L y t P s g n d o H x a m o r P o r p W l i i i 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 . s n o i t a r e p o e c n e m m o c o t t e y e r a C L L e r a w i t f o S w o b n a R d n a d e t i i m L ) n a i l a D , i i ( o r p W e n a r k U s e c i v r e S T I , i i o r p W 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 ) a ( ) b ( ) c ( ) d ( ) e ( ) f ( n i d e d u l c n i n e e b t o n s a h . c n I , r e g r e M n o z i r o H f o n o i t a m r o f n i l a i c n a n fi e h t e c n e H . i l p r o C s g n d o H H P H h t i w d e g r e m y l t n e u q e s b u s d n a 6 1 - 5 1 0 2 r a e y l a i c n a n fi e h t g n i r u d d e t a r o p r o c n i s a w . c n I , r e g r e M n o z i r o H ) g ( . c n I l , s e c i v r e S d u o C d n a e r t n e C a t a D o r p W i s a d e m a n e r s a w . c n I , r e g r e M w a c a M . t s i l e v o b a e h t 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 . 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 ) i ( ) j ( . 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 ) h ( . c n I l , s e c i v r e S d u o C d n a e r t n e C a t a D o r p W i s a d e m a n e r s a w . c n I , r e g r e M w a c a M ) k ( . 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 * . 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 d e t i i m L a d a n a C s e g o o n h c e T l 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 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 n a m r i a h C e c i V e v i t u c e x E n e i r u K K T a m r a h S K M r o t c e r i D l u h g a V N r o t c e r i D 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 6 1 0 2 , 3 e n u J , l e r o a g n a B Wipro Limited 215     Consolidated Financial Statements Under IFRS 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  its subsidiaries (“the Company”) as of March 31, 2016 and 2015, 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, 2016. 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, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2016, in conformity with International Financial Reporting Standards as issued by International Accounting Standards Board. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Wipro Limited’s internal control over financial reporting as of March 31, 2016, 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 26, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG Bangalore, India May 26, 2016 216 Annual Report 2015-16 Consolidated Financial Statements Under IFRS 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,   2016 2015   5 5 4 15 7 17 11 9 8 11 7 15 10 ASSETS Goodwill ............................................................................................ Intangible assets ............................................................................. Property, plant and equipment ................................................ Derivative assets ............................................................................. Available for sale investments ................................................... Deferred tax assets ........................................................................ Non-current tax assets ................................................................. Other non-current assets ............................................................ Total non-current assets ..................................................... Inventories ........................................................................................ Trade receivables ............................................................................ Other current assets ...................................................................... Unbilled revenues .......................................................................... Available for sale investments ................................................... Current tax assets ........................................................................... Derivative assets ............................................................................. Cash and cash equivalents ......................................................... Total current assets ............................................................... TOTAL ASSETS .......................................................................................... EQUITY Share capital..................................................................................... Share premium ............................................................................... Retained earnings .......................................................................... Share based payment reserve ................................................... Other components of equity ..................................................... Equity attributable to the equity holders of the Company ...... Non-controlling interest .............................................................. Total equity............................................................................... LIABILITIES 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 1,646 409,628 101,991 15,841 64,952 260 4,907 3,800 11,751 15,828 219,330 5,390 102,380 104,068 48,273 132,944 7,812 5,675 99,049 505,591 724,921 4,941 14,642 425,735 2,229 18,531 466,078 2,224 468,302 12 15 17 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 overdrafts ........................ 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 ..................................................... 17,361 119 5,108 8,231 7,225 14 38,058 107,860 68,187 18,076 7,015 2,340 13,821 1,262 218,561 256,619 724,921 The accompanying notes form an integral part of these consolidated financial statements. 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 15 14 14 14 14 12 13 Wipro Limited 2016 Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii) 1,539 239 980 4 74 57 177 239 3,309 81 1,545 1,571 729 2,007 118 86 1,495 7,632 10,941 75 221 6,426 34 280 7,036 34 7,070 262 2 77 124 109 —   574 1,628 1,027 273 106 35 209 19 3,297 3,871 10,941 217                                    Consolidated Financial Statements Under IFRS WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (` in millions, except share and per share data, unless otherwise stated) Notes 2014   2015 2016 Year ended March 31,   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 Profit attributable to: Equity holders of the Company ......................... Non-controlling interest....................................... Profit for the year Earnings per equity share: Basic ............................................................................. Diluted ....................................................................... Weighted-average number of equity shares used in computing earnings per equity share: 20 21 21 21 22 23 17 24 434,269 (295,488) 138,781 (29,248) (23,538) 3,359 89,354 (2,891) 14,542 101,005 (22,600) 78,405 77,967 438 78,405 31.76 31.66 469,545 (321,284) 148,261 (30,625) (25,850) 3,637 95,423 (3,599) 19,859 111,683 (24,624) 87,059 86,528 531 87,059 35.25 35.13 512,440 (356,724) 155,716 (34,097) (28,465) 3,867 97,021 (5,582) 23,280 114,719 (25,305) 89,414 88,922 492 89,414 36.20 36.12 2016 Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)   7,735 (5,385) 2,350 (515) (430) 58 1,463 (84) 353 1,732 (382) 1,350 1,343 7 1,350 0.55 0.54 Basic ............................................................................ Diluted ....................................................................... 2,454,745,434 2,462,626,739 2,454,681,650 2,456,559,400 2,456,559,400 2,462,579,161 2,461,689,908 2,461,689,908 The accompanying notes form an integral part of these consolidated financial statements. 218 Annual Report 2015-16                                                   WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (` in millions, except share and per share data, unless otherwise stated) Consolidated Financial Statements Under IFRS 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............................................................. Notes   2014   2015 2016 Year ended March 31,   78,405 87,059 89,414 2016 Convenience translation into U.S.$ in millions (Unaudited) Refer note 2 (iii) 1,350 (190) (190) (64) (64) (788) (788) (12) (12) 16 7,306 799 5,766 87 16 15,17 7,17 (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 (813) (1,640) 638 3,951 3,163 92,577 91,999 578 92,577 (12) (25) 10 60 48 1,398 1,389 9 1,398 The accompanying notes form an intergral part of these consolidated financial statements. Wipro Limited 219                       Consolidated Financial Statements Under IFRS 3 8 9 4 8 2 , 1 7 1 1 , 2 1 8 3 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 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 , 6 3 1 5 8 3 8 — — — 6 3 1 5 8 3 8 ) 3 7 2 3 2 ( , ) 8 3 3 ( ) 5 3 9 2 2 ( , ) 6 1 9 1 2 ( , ) 8 3 3 ( 6 8 8 4 4 3 , 7 8 3 1 , ) 8 7 5 1 2 ( , , 9 9 4 3 4 3 t s u r T ) 2 4 5 ( — — — — — — — — 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 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 , , — ) 2 0 3 ( ) 2 0 3 ( — ) 0 9 9 ( ) 0 9 9 ( — 0 9 5 4 , 0 9 5 4 , — — — — 7 6 9 7 7 , 7 6 9 7 7 , — — — — — — — — — — — — — 9 9 4 — — — — — 0 6 0 0 1 , — 9 0 6 ) 4 0 9 ( — ) 5 9 2 ( 1 2 0 1 , ) 5 3 9 2 2 ( , — — ) 6 9 ( 8 3 8 — 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 , ) 2 4 5 ( ) 7 8 ( , 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 , 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 . . . . . . . . . . . . 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 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 t fi o r P y n a p m o C e h t x a t d n e d i v i d g n i d u l c n i ( d i a p d n e d i v i d h s a C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) n o e r e h t . . . . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I d e s a b e r a h s e e y o p m e o t d e t a e r l l t s o c n o i t a s n e p m o C 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) 1 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1 0 2 , 1 3 h c r a M t a s A 220 Annual Report 2015-16                                                                                                                                                                                                                                                               Consolidated Financial Statements Under IFRS ) 0 9 4 9 2 ( , ) 2 2 3 ( ) 8 6 1 9 2 ( , 5 6 3 1 1 , 0 0 0 1 , — — — ) 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 2 0 7 2 ( , 2 8 9 7 0 4 , — — — 2 4 5 2 4 5 — 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 , — — — — 2 4 7 2 4 7 — 1 5 0 3 , 1 5 0 3 , — 9 8 1 1 , 9 8 1 1 , — — — — 8 2 5 6 8 , 8 2 5 6 8 , — — — - 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 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 0 9 ( — 1 9 2 0 0 2 1 , — — ) 4 6 ( ) 8 6 1 9 2 ( , — 9 0 9 — 8 5 4 ) 2 3 2 9 2 ( , 7 6 3 1 , 5 5 6 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 , , 8 3 0 3 4 0 9 6 4 2 , , — — — — 5 — — 5 — — — — , 5 6 7 5 2 7 2 , — — , 5 6 7 5 2 7 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 m o c n i e v i s n e h e r p m o c r e h t O . . . . . . . . . . . r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T f o s r e n w o o t s n o i t u b i r t s i d d n a y b s n o i t u b i r t n o C , y n a p m o C e h t f o s r e n w o h t i w n o i t c a s n a r T y t i u q e n i y l t c e r i d d e z i n g o c e r y n a p m o C e h t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) n o e r e h t . . . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I d e s a b e r a h s e e y o p m e o t d e t a e r l l t s o c n o i t a s n e p m o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 i i i x a t d n e d v d g n d u l c n i ( d a p d n e d v d h s a C i i i Wipro Limited 221                                                                                                                                                                                                                                                                 Consolidated Financial Statements Under IFRS - 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 5 5 6 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 , , 8 3 0 3 4 0 9 6 4 2 , , 8 2 6 9 0 4 , 6 4 6 1 , 2 8 9 7 0 4 , 4 1 4 9 8 , 3 6 1 3 , 7 7 5 2 9 , 2 9 4 6 8 8 7 5 2 2 9 8 8 , 7 7 0 3 , 9 9 9 1 9 , ) 4 9 4 5 3 ( , — ) 4 9 4 5 3 ( , 4 7 8 5 1 , — — ) 3 0 9 3 3 ( , — 0 7 0 7 , 4 3 2 0 3 8 6 4 , 4 2 2 2 , 4 7 8 5 1 , 6 3 0 7 , ) 3 0 9 3 3 ( , , 8 7 0 6 6 4 — — — — — — — — — — — ) 0 5 1 ( ) 0 5 1 ( — — ) 0 4 6 1 ( , 7 6 8 4 , ) 0 4 6 1 ( , 7 6 8 4 , — — — — 2 2 9 8 8 , 2 2 9 8 8 , — — — — — — 8 — 5 0 5 — — — — — — — — 9 2 3 4 2 0 1 9 1 , 6 1 1 6 1 , ) 1 1 6 ( 8 2 5 1 , 4 3 7 1 9 9 2 2 2 , — 9 5 — 1 1 6 ) 5 3 4 5 3 ( , 1 1 6 6 2 4 6 , 1 2 2 5 7 5 3 7 5 2 4 , 2 4 6 4 1 , 1 4 9 4 , — ) 4 9 4 5 3 ( , — — — — — 4 — 4 — — — — , 2 5 2 0 7 6 1 , — , 2 5 2 0 7 6 1 , , 0 9 2 3 1 7 0 7 4 2 , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 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 x a t d n e d i v i d g n i d u l c n i ( d i a p d n e d i v i d h s a C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) n o e r e h t . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I d e s a b e r a h s e e y o p m e o t d e t a e r l l t s o c n o i t a s n e p m o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1 0 2 , 1 3 h c r a M t a s A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) i i i ( 2 e t o n r e f e R ) d e t i d u a n U ( n o i l l i m n i . . $ S U o t n i n o i t a l s n a r t e c n e i n e v n o C . 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 o r t n o c a y b y l e v i t c e p s e r 6 1 0 2 d n a 5 1 0 2 , 4 1 0 2 , 1 3 h c r a M l f o s a d e h s e r a h s y r u s a e r t 4 2 8 9 2 8 4 1 d n a 4 2 8 9 2 8 4 1 , , , , , , , 2 1 2 0 4 6 6 1 s e d u l c n I * 222 Annual Report 2015-16                                                                                                                                                                                                                                                     WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (` in millions, except share and per share data, unless otherwise stated) Consolidated Financial Statements Under IFRS Year ended March 31,   2014   2015 2016 2016 Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)   78,405 87,059 89,414 1,351 Cash flows from operating activities: Profit for the year .................................................................................................... Adjustments to reconcile profit for the year to net cash generated from operating activities: (Gain)/loss on sale of property, plant and equipment and intangible assets, net ........................................................................................................... Depreciation and amortisation ................................................................... Exchange loss, net ........................................................................................... Gain on sale of investments, net ................................................................ Share based compensation expense ........................................................ Income tax expense ........................................................................................ Dividend and interest (income)/ expense, net ...................................... Changes in operating assets and liabilities: Trade receivables .................................................................................. Unbilled revenues ................................................................................ Inventories .............................................................................................. Other assets ............................................................................................ Trade payables, accrued expenses, other liabilities and provisions ................................................................................................ Unearned revenues ............................................................................. Cash generated from operating activities before taxes .......................................... Income taxes paid, net ................................................................................... Net cash generated from operating activities ................................................. Cash flows from investing activities: (55) 11,106 1,054 (1,697) 513 22,600 (11,977) (8,299) (7,346) 970 (8,902) 10,877 2,420 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) 3,469 3,784 102,527 (24,265) 78,262 (55) 14,967 2,664 (2,646) 1,534 25,305 (19,224) (5,478) (5,329) (541) (768) 4,683 1,282 105,808 (26,935) 78,873 Expenditure on property, plant and equipment .................................. Proceeds from sale of property, plant and equipment ...................... Purchase of available for sale investments ............................................. Proceeds from sale of available for sale investments.......................... 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 ................................................................. (8,913) 1,091 (465,801) 473,553 (5,315) (13,905) 10,865 —   (3,093) (2,985) 11,375 354 (2,774) (12,661) 1,389 (551,282) 561,582 —   (39,200) 13,500 (243) —   (13,951) 779 (867,069) 793,697 266 (67,889) 36,950 —   —   (11,331) 12,206 224 (25,816) (39,373) 18,368 66 (138,156) 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/(decrease) in cash and cash equivalents during the year Effect of exchange rate changes on cash and cash equivalents .......................... Cash and cash equivalents at the beginning of the year ........................................ Cash and cash equivalents at the end of the year (note 10) .......................... 6 (117,550) 106,782 —   (937) (23,273) (34,972) 30,151 (69) 84,119 114,201 5 (98,419) 119,300 1,000 (919) (29,490) (8,523) 43,923 589 114,201 158,713 4 (137,298) 172,549 —   (1,348) (35,494) (1,587) (60,870) 549 158,713 98,392 The accompanying notes form an integral part of these consolidated financial statements. Wipro Limited (1) 226 40 (40) 23 382 (290) (83) (80) (8) (12) 71 19 1,598 (407) 1,191 (211) 12 (13,088) 11,980 4 (1,025) 558 —   —   (594) 277 1 (2,086) —   (2,072) 2,605 —   (20) (536) (23) (918) 8 2,396 1,486 223                                       Consolidated Financial Statements Under IFRS 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 a. Derivative financial instruments; 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. b. c. Available-for-sale financial assets; The defined benefit asset/(liability) is recognised as the present value of defined benefit obligation less fair value of plan assets; and Effective as of March  31, 2013, the Group completed the demerger of its consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) into Wipro Enterprises (P) Limited (formerly Wipro Enterprises Limited), a company incorporated under the laws of India. 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 26, 2016. d. Contingent consideration. (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, 2016, have been translated into United States dollars at the certified foreign exchange rate of US$1 = ` 66.25 as published by Federal Reserve Board of Governors on March 31, 2016. 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. Due to rounding off, the translated numbers presented throughout the document may not add up precisely to the totals. 2. Basis of preparation of consolidated financial (iv) Use of estimates and judgment 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 consolidated 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 ( ` 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:- 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, 224 Annual Report 2015-16 recognized revenue and profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable. Volume discounts are recorded as a reduction of revenue. When the amount of discount varies with the levels of revenue, volume discount is recorded based on estimate of future revenue from the customer. 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. Income taxes: The major tax jurisdictions for the Company c) 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 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. e) Business combination: In accounting for business 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 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. Defined benefit plans: The cost of the defined benefit plans f ) and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary Consolidated Financial Statements Under IFRS increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. g) Other estimates: 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. 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. 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 interests at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Wipro Limited 225 Consolidated Financial Statements Under IFRS 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 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 hedges and qualifying net investment hedges. Gains/(losses) relating to translation or settlement of borrowings denominated in foreign currency are reported within finance expense. 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 at the reporting date, 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 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, except to the extent that the translation difference is allocated to non-controlling interest. 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 of, 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. Financial assets are derecognized when substantial risks and rewards of ownership of the financial asset have been transferred. In cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets are derecognized only when the Company has not retained control over the financial asset. Subsequent to initial recognition, non-derivative financial instruments are measured as described below: A. Cash and cash equivalents The Company’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal. For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company’s cash management system. 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 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 226 Annual Report 2015-16 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 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. Consolidated Financial Statements Under IFRS 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, 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. Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in statement of income as cost. (v) Equity and share capital a) Share capital and share premium 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 The authorized share capital of the Company as of March 31, 2015 and 2016 is ` 6,100 million 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. b) Shares held by controlled trust (Treasury shares) The Company’s equity shares held by the controlled trust, which is consolidated as a part of the Group are classified as Treasury Wipro Limited 227 Consolidated Financial Statements Under IFRS shares. The Company has 16,640,212, 14,829,824 and 14,829,824 treasury shares as of March 31, 2014, 2015 and 2016, 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 and restricted stock unit 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 as 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 inter-company 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, other than impairment loss, is recognized in other comprehensive income (net of taxes), and presented within equity in other reserves. h) Dividend A final dividend, including tax thereon, on common stock is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by the board of directors. (vi) Property, plant and equipment a) Recognition and measurement Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. General and specific borrowing costs directly attributable to the construction of a qualifying asset are capitalized as part of the cost. b) Depreciation The Company depreciates property, plant and equipment over the estimated useful life on a straight-line basis from the date the assets are available for use. Assets acquired under finance lease and leasehold improvements are amortized over the shorter of estimated useful life of the asset or the related lease term. Term licenses are amortized over their respective contract 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. 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. 228 Annual Report 2015-16 Consolidated Financial Statements Under IFRS 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 amortisation and impairment losses, if any. The amortisation of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and is included in selling and marketing expenses in the consolidated statements of income. 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 3 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 lower of the fair value of the leased property and the present value of the minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognized in the statement of income on a straight-line basis over the lease term. b) Arrangements where the Company is the lessor In certain arrangements, the Company recognizes revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognizes unearned income as finance income over the lease term using the effective interest method. 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)  (g)  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 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. 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 Wipro Limited 229 Consolidated Financial Statements Under IFRS 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 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 contributions to the trust managed by the Company is accounted for as a defined benefit plan as the Company is 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 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. (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 230 Annual Report 2015-16 expensed over the vesting period of the respective tranches of such grants (accelerated amortisation). The stock compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest. (xiii)  Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Provisions for onerous contracts are recognized when the expected benefits to be derived by the 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 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 Consolidated Financial Statements Under IFRS 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. ‘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. b) Products Revenue from products are recognized when the significant risks and rewards of ownership have been transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. c) Multiple element arrangements Revenue from contracts with multiple-element arrangements are recognized using the guidance in IAS 18, Revenue. The Company allocates the arrangement consideration to separately identifiable components based on their relative fair values or on the residual method. Fair values are determined based on sale prices for the components when it is regularly sold separately, third-party prices for similar components or cost plus an appropriate business-specific profit margin related to the relevant component. d) Others • • The Company accounts for volume discounts and pricing incentives to customers by reducing the amount of revenue recognized at the time of sale. Revenues are shown net of sales tax, value added tax, service tax and applicable discounts and allowances. Revenue includes excise duty. Wipro Limited 231 Consolidated Financial Statements Under IFRS 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. 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. • • • 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. Borrowing costs that are not directly attributable to a qualifying asset are recognized in the statement of income using the effective interest method. (xvi) Finance and other income Finance and other income comprises interest income on deposits, dividend income and gains/(losses) on disposal of available-for-sale financial assets. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established. (xvii) Income tax Income tax comprises current and deferred tax. Income tax expense is recognized in the statement of income except to the extent it relates to a business combination, or items directly recognized in equity or in other comprehensive income. a) Current income tax Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted as at 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 liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. (xviii) Earnings per share Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options and warrants, except where the results would be anti-dilutive. (xix) Discontinued operations A discontinued operation is a component of the Company’s business that represents a separate line of business that has been disposed off or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon the earlier of disposal or when the operation meets the criteria to be classified as held for sale. New Accounting standards adopted by the Company: The Company has, with effect from April 1, 2015, adopted the Amendments to IAS 19 Employee Benefits – clarifications on assessment of existence of deep market based on currency instead of geography. The adoption of this amendment did not have any material impact on the consolidated financial statements of the Company. 232 Annual Report 2015-16 New accounting standards not yet adopted: IFRS 15 – Revenue from Contracts with Customers. Consolidated Financial Statements Under IFRS A number of new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after 1  April 2015, 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 Company has elected to early adopt IFRS 9 effective April 1, 2016. The Company does not expect a significant impact on its balance sheet or equity on applying the classification, measurement and presentation requirements of IFRS 9. It expects to continue measuring at fair value all financial assets currently held at fair value. The Company believes that all existing hedge relationships that are currently designated as effective hedging relationships will still qualify for hedge accounting under IFRS 9. As IFRS 9 does not change the general principles of how an entity accounts for effective hedges, the Company does not expect a significant impact as a result of applying IFRS 9. 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. In September 2015, the IASB issued an amendment to IFRS 15, deferring the adoption of the standard to periods beginning on or after January 1, 2018. The Company is currently assessing the impact of adopting IFRS 15 on the Company’s consolidated financial statements. IFRS 16 – Leases On January 13, 2016, the International Accounting Standards Board issued the final version of IFRS 16, Leases. IFRS 16 will replace the existing leases Standard, IAS 17 Leases, and related interpretations. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The Standard also contains enhanced disclosure requirements for lessees. The effective date for adoption of IFRS 16 is annual periods beginning on or after January 1, 2019, though early adoption is permitted for companies applying IFRS 15 Revenue from Contracts with Customers. The Company is currently assessing the impact of adopting IFRS 16 on the Company’s consolidated financial statements. Wipro Limited 233 Consolidated Financial Statements Under IFRS 4. Property, plant and equipment Cost: As at April 1, 2014 Translation adjustment Additions/adjustments Acquisition through business combinations Disposals / adjustments As at March 31, 2015 Accumulated depreciation/impairment: As at April 1, 2014 Translation adjustment Depreciation Disposals / adjustments As at March 31, 2015 Capital work-in-progress Net carrying value as at March 31, 2015 Cost: As at April 1, 2015 Translation adjustment Additions/adjustments Acquisition through business combination Disposals / adjustments As at March 31, 2016 Accumulated depreciation/impairment: As at April 1, 2015 Translation adjustment Depreciation Disposals / adjustments As at March 31, 2016 Capital work-in-progress Net carrying value as at March 31, 2016 Land   Buildings   Plant and machinery*   Furniture fixtures and equipment   Vehicles   Total   ` 3,687 (2) ` 24,062 50 ` 72,310 122 ` 12,347 (120) ` 966 (22) ` 113,372 28 — — 446 89 11,978 871 873 120 36 1 13,333 1,081 — ` 3,685 (132) ` 24,515 (5,687) ` 79,594 (522) ` 12,698 (151) ` 830 (6,492) ` 121,322 ` — — — — ` — ` 3,815 36 ` 52,315 243 755 9,220 ` 9,535 (71) 1,430 (93) ` 4,513 (5,149) ` 56,629 (258) ` 10,636 ` ` 3,685 10 ` ` 24,515 209 ` ` 79,594 1,720 ` ` 12,698 79 ` 944 2 ` 66,609 210 12 11,417 (149) ` 809 (5,649) ` 72,587 5,471 ` 54,206 ` ` 830 ` 121,322 2,017 (1) ` — — 1,799 105 15,424 4,462 1,791 162 62 34 19,076 4,763 — ` 3,695 (539) ` 26,089 (1,620) ` 99,580 (615) ` 14,115 (336) (3,110) ` 589 ` 144,068 ` — — — — ` — ` 4,513 73 ` 56,629 1,113 ` 10,636 80 ` 809 — ` 72,587 1,266 861 11,381 1,094 19 13,355 (103) ` 5,344 (962) ` 68,161 (492) ` 11,318 (324) ` 504 (1,881) ` 85,327 6,211 ` 64,952 * Including net carrying value of computer equipment and software amounting to ` 12,682 and ` 20,365 as at March 31, 2015 and 2016, respectively. Interest capitalized by the Company was ` 105 and ` 73 for the year ended March 31, 2015 and 2016, respectively. The capitalization rate used to determine the amount of borrowing cost capitalized for the year ended March 31, 2015 and 2016 are 8.18% and 4.80%, respectively. 234 Annual Report 2015-16               5. 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,   2016 ` 68,078 3,421 2015   ` 63,422 1,098 3,558 30,492 ` 68,078 ` 101,991 Acquisition through business combinations for the year ended March  31, 2016, includes goodwill recognized on the acquisitions of Designit AS, Cellent AG and HPH Holdings Corp. (“HealthPlan Services”). Also refer note 6 to the consolidated financial statements. The Company is organized by two operating segments: IT Services and IT Products. Goodwill as at March 31, 2015 and 2016 has been allocated to the following operating segments: Segments IT Services IT Products Total As at March 31,   2015   2016 ` 67,394 ` 101,991 —   ` 68,078 ` 101,991 684 Effective April 1, 2015, the carrying value of goodwill allocated to the CGU within IT Products segment has been reallocated to the Global Media and Telecom (GMT) CGU within IT Services segment, in line with a change in method of evaluating the underlying asset’s performance. 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   2016 ` 14,015 14,080 ` 15,639 38,096 9,426 10,712 15,768 11,644 2,461 16,550 16,242 4,752 ` 67,394 ` 101,991 Consolidated Financial Statements Under IFRS Goodwill is tested for impairment at least 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. For the year ended March  31, 2015, the carrying value of goodwill allocated to the CGU within IT Products segment is not significant. The recoverable value of this CGU was determined using value-in-use. The VIU is determined based on discounted cash flow projections. Key assumptions on which the Company had 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   5% 16.5% 24.9% Based on the above, no impairment was identified as of March 31, 2015 and 2016 as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as of March  31, 2015 and 2016 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. Wipro Limited 235     Consolidated Financial Statements Under IFRS The movement in intangible assets is given below: Cost: As at April 1, 2014 Translation adjustment Acquisition through business combinations Disposals/Adjustments As at March 31, 2015 Accumulated amortisation and impairment: As at April 1, 2014 Translation adjustment Amortisation and impairment Disposals/Adjustments As at March 31, 2015 Net carrying value as at March 31, 2015 Cost: As at April 1, 2015 Translation adjustment Additions Acquisition through business combinations As at March 31, 2016 Accumulated amortisation and impairment: As at April 1, 2015 Translation adjustment Amortisation and impairment As at March 31, 2016 Net carrying value as at March 31, 2016 Intangible assets   Customer related Marketing related Total   ` 3,404 (1,015) 8,228 — ` 10,617 ` 1,892 — 1,044 — ` 2,936 ` 7,681 ` 10,617 292 — 7,451 ` 18,360 ` 2,936 — 1,228 ` 4,164 ` 14,196 ` 1,100 (95) — (100) ` 905 ` 676 (104) 165 (82) ` 655 ` 250 ` 905 120 189 1,373 ` 2,587 ` 655 70 217 ` 942 ` 1,645 ` 4,504 (1,110) 8,228 (100) ` 11,522 ` 2,568 (104) 1,209 (82) ` 3,591 ` 7,931 ` 11,522 412 189 8,824 ` 20,947 ` 3,591 70 1,445 ` 5,106 ` 15,841 Amortisation expense on intangible assets is included in selling and marketing expenses in the consolidated statements of income. Acquisition through business combinations for the year ended March 31, 2016, includes intangible assets recognized on the acquisitions of Designit AS, Cellent AG and HealthPlan Services. Also refer note 6 to the consolidated financial statements. As of March  31, 2016, the estimated remaining amortisation period for intangibles acquired on acquisition are as follows: Acquisition 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 ATCO I-Tek Designit AS Cellent AG HealthPlan Services Estimated remaining amortisation period   4.25 – 5.25 years 6.25 years 2.75 – 4.75 years 8.50 years 2.25 – 4.25 years 4.75 – 6.75 years 3 – 7 years 6. Business combination Summary of acquisition during the year ended March 31, 2014 is given below: Opus Capital Markets Consultants LLC 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 year ended March 31, 2015, 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. 236 Annual Report 2015-16         The following table presents the allocation of purchase price: Description Net assets Customer related intangibles Non-compete arrangement Deferred tax liabilities on intangibles assets Total Goodwill Total purchase price 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 year ended March 31, 2015, 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. If the acquisition had occurred on April 1, 2013, management estimates that consolidated revenue and profit after taxes for the year ended March  31, 2014 would have been ` 436,563 The following table presents the allocation of purchase price: Description Net assets Customer related intangibles Deferred tax liabilities on intangibles assets Total Goodwill Total purchase price Consolidated Financial Statements Under IFRS Pre-acquisition carrying amount   ` 400 —   —   —   400 Fair value adjustments   ` —   234 216 (133) 317 Purchase  price allocated   ` 400 234 216 (133) 717 2,810 ` 3,527 and ` 78,748 respectively. 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. Summary of acquisition during the year ended March 31, 2015 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 ` 11,071 (Canadian Dollars 198 million) post conclusion of closing conditions and fair value adjustments. ATCO I-Tek provides IT services to ATCO Group. The acquisition will strengthen Wipro’s IT services delivery model in North America and Australia. Pre-acquisition carrying amount   ` 1,330 —   —   1,300 Fair value adjustments   ` (278)   8,228 (2,017) 5,933 Purchase  price allocated   ` 1,052 8,228 (2,017) 7,263 3,808 ` 11,071 The goodwill of ` 3,808 comprises value of expected synergies arising from the acquisition. Goodwill is not deductible for income tax purposes. If the acquisition had occurred on April 1, 2014, management estimates that consolidated revenue and profit after taxes for the year ended March  31, 2015 would have been ` 472,142 and ` 87,503 respectively. 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. Summary of acquisitions during the year ended March 31, 2016 is given below: Designit AS On August 6, 2015, the Company obtained control of Designit AS (“Designit”) by acquiring 100% of its share capital. Designit is a Denmark based global strategic design firm specializing in designing transformative product-service experiences. The acquisition will strengthen the Company’s digital offerings, combining engineering and transformative technology with human centered-design methods. Wipro Limited 237                 Consolidated Financial Statements Under IFRS The acquisition was executed through a share purchase agreement for a consideration of ` 6,540 (EUR 93 million) which includes a deferred earn-out component of ` 2,092 (EUR 30 million), which is linked to achievement of revenues and earnings over a period of 3 years ending June 30, 2018. The fair value of the earn-out liability was estimated by applying the discounted cash flow approach considering discount rate of 13% and probability adjusted revenue and earnings estimates. This earn-out liability was fair valued at ` 1,287 million and recorded as part of purchase price allocation. The following table presents the allocation of purchase price: Description Net assets Customer related intangibles Brand Non-compete agreement Deferred tax liabilities on intangibles assets Total Goodwill Total purchase price Pre-acquisition carrying amount   ` 586 Fair value adjustments   ` —   —   —   —   —   ` 586 597 638 103 (290) ` 1,048 Purchase  price allocated   ` 586 597 638 103 (290) 1,634 4,046 ` 5,680 Net assets acquired include ` 359 of cash and cash equivalents and trade receivables valued at ` 392. The goodwill of ` 4,046 comprises value of acquired workforce and expected synergies arising from the acquisition. Goodwill is not deductible for income tax purposes. During the current period, the Company concluded the fair value adjustments of the assets acquired and liabilities assumed on acquisition. The pro-forma effects of this acquisition on the Company’s results were not material. Cellent AG On January 5, 2016, the Company obtained control of Cellent AG (“Cellent”) by acquiring 100% of its share capital. Cellent is an IT consulting and software services company offering IT solutions and services to customers in Germany, Switzerland and Austria. This acquisition is expected to provide Wipro with scale and customer relationships, in the Manufacturing and Automotive domains in Germany, Switzerland and Austria region. The acquisition was executed through a share purchase agreement for a consideration of ` 5,800 (EUR 80.4 million). The following table presents the provisional allocation of purchase price: Description Net assets Customer related intangibles Brand Deferred tax liabilities on intangibles assets Total Goodwill Total purchase price Pre-acquisition carrying amount   ` 852 —   —   —   ` 852 Fair value adjustments   ` —   1,001 317 (391) ` 927 Purchase  price allocated   ` 852 1,001 317 (391) 1,779 4,021 ` 5,800 Net assets acquired include ` 367 of cash and cash equivalents and trade receivables valued at ` 1,389. The pro-forma effects of this acquisition on the Company’s results were not material. The goodwill of ` 4,021 comprises value of acquired workforce and expected synergies arising from the acquisition. Goodwill is not deductible for income tax purposes. The purchase consideration has been allocated on a provisional basis based on management’s estimates. The Company is in the process of making a final determination of the fair value of assets and liabilities. Finalization of the purchase price allocation may result in certain adjustments to the above allocation. HealthPlan Services On February  29, 2016, the Company obtained full control of HPH Holdings Corp. (“HealthPlan Services”). HealthPlan Services offers market-leading technology platforms and a fully integrated Business Process as a Service (BPaaS) solution to Health Insurance companies (Payers) in the individual, group and ancillary markets. HealthPlan Services provides U.S. Payers with a diversified portfolio of health insurance products delivered through its proprietary technology platform. 238 Annual Report 2015-16 The acquisition was consummated for a consideration of ` 31,069 (USD 454.1 million) which includes a deferred earn- out component of ` 1,115 (USD 16.3 million), which is linked to achievement of revenues and earnings over a period of 3 years ending March 31, 2019. The fair value of the earn-out liability was estimated by applying the discounted cash flow approach considering discount rate of 14.1% and probability adjusted revenue and earnings estimates. This earn-out liability was fair valued at ` 536 million (USD 7.8 million) and recorded as part of preliminary purchase price allocation. Consolidated Financial Statements Under IFRS The following table presents the provisional allocation of purchase price: Description Net assets Technology platform Customer related intangibles Non-compete agreement Deferred tax liabilities on intangibles assets Total Goodwill Total purchase price Pre-acquisition carrying amount   ` 368 1,087 —   —   —   ` 1,455 Fair value adjustments   ` 1,604 1,904 5,853 315 (3,066) ` 6,610 Purchase  price allocated   ` 1,972 2,991 5,853 315 (3,066) 8,065 22,425 ` 30,490 Net assets acquired include ` 47 of cash and cash equivalents and trade receivables valued at ` 2,449. The goodwill of ` 22,425 comprises value of acquired workforce and expected synergies arising from the acquisition. Goodwill is not deductible for income tax purposes. The purchase consideration has been allocated on a provisional basis based on management’s estimates. The Company is in the process of making a final determination of the fair value of assets and liabilities. Finalization of the purchase price allocation may result in certain adjustments to the above allocation. If the acquisition had occurred on April 1, 2015, management estimates that consolidated revenue for the Company would have been ` 526,671 and the profit after taxes would have been ` 88,161 for twelve months ended March 31, 2016. 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. Viteos Group On December 23, 2015, the Company entered into an agreement to acquire Viteos Group, a Business Process as a Service (BPaaS) provider for the alternative investment management industry for a purchase consideration of USD 130 million. The acquisition is subject to customary closing conditions and regulatory approvals and is expected to be consummated in the quarter ending June 30, 2016. 7. Available for sale investments Available for sale investments consists of the following: Cost*   Gross gain recognized directly in equity   As at March 31, 2015   Gross loss recognized directly in equity   Fair Value   Cost* As at March 31, 2016 Gross gain recognized directly in equity   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 ` 56,437 —   ` 56,437 ` 1,340 —   ` 1,340 ` (2) —   ` (2) —   ` 57,775 ` 130,723 4,993 ` 57,775 ` 135,716 ` 53,908 3,867 ` 2,148 —   ` 2,148 —   ` (13) ` 132,858 4,993 ` (13) ` 137,851 132,944 4,907 * Available for sale investments include investments amounting to ` Nil and ` 109 as of March 31, 2015 and 2016, 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. Wipro Limited 239                 Consolidated Financial Statements Under IFRS 8. Trade receivables 10. Cash and cash equivalents Trade receivables Allowance for doubtful accounts receivable As at March 31,   2015   ` 97,041 2016 ` 109,685 (5,510) ` 91,531 (7,305) ` 102,380 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 9. Inventories Inventories consist of the following: Stores and spare parts Raw materials and components Finished goods and traded goods Year ended March 31, 2016 2015   ` 4,585 925 ` 5,510 1,843 —   ` 5,510 (48) ` 7,305 As at March 31, 2015   ` 932 5 3,912 ` 4,849 2016 ` 871 2 4,517 ` 5,390 Cash and cash equivalents as of March 31, 2014, 2015 and 2016 consist of cash and balances on deposit with banks. Cash and cash equivalents consist of the following: As at March 31,   2014   2015 2016 Cash and bank balances ` 45,666 ` 47,198 ` 63,518 Demand deposits with banks(1) 68,535 111,742 35,531 ` 114,201 ` 158,940 ` 99,049 (1) These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on the principal. Demand deposits with banks include deposits in lien with banks amounting to ` 3 (March 31, 2015: Nil). Cash and cash equivalents consist of the following for the purpose of the cash flow statement: As at March 31,   2014   2015 2016 Cash and cash equivalents (as above). ` 114,201 ` 158,940 ` 99,049 Bank overdrafts —   (227) (657) ` 114,201 ` 158,713 ` 98,392 11. Other assets Current Inter corporate and term deposits(1) (2) Prepaid expenses and deposits Due from officers and employees Finance lease receivables Advance to suppliers Deferred contract costs Interest receivable Balance with excise, customs and other authorities Others (3) Non current Prepaid expenses including rentals for leasehold land and deposits Finance lease receivables Deferred contract costs Others Total As at March 31, 2015 2016 ` 38,500 11,325 3,488 3,461 2,430 3,610 5,290 1,786 3,469 ` 73,359 ` 6,695 2,899 4,445 330 ` 14,369 ` 87,728 ` 69,439 14,518 3,780 2,034 1,507 3,720 4,223 1,814 3,033 ` 104,068 8,534 2,964 3,807 523 ` 15,828 ` 119,896 (1)  Such deposits earn a fixed rate of interest and mature within 12 months. (2)  Term deposits include deposits amounting to ` 300 (March 31, 2015: ` 300) which are lien marked as margin money deposits. (3)  Others include ` 418 (March 31, 2015: ` 400) representing assets held for sale. 240 Annual Report 2015-16                                       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: Consolidated Financial Statements Under IFRS 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 Minimum lease payment   As at March 31,   Present value of minimum lease payment   As at March 31,   2015   ` 3,685 3,108 73 62 6,928 (568) ` 6,360 2016 ` 2,222 3,127 —   62 5,411 (413) ` 4,998 2015 ` 3,419 2,826 57 58 6,360 —   ` 6,360 ` 3,461 2,899 2016 ` 2,034 2,906 —   58 4,998 —   ` 4,998 ` 2,034 2,964 12. Loans and borrowings Short-term loans and borrowings The Company had short-term borrowings including bank overdrafts amounting to ` 64,443 and ` 102,667 as at March 31, 2015 and 2016, respectively. The principal source of Short-term borrowings from banks as of March 31, 2016 primarily consists of lines of credit of approximately ` 10,399, U.S. Dollar (U.S.$) 1,698 million, Canadian Dollar (CAD) 150 million, EURO 81 million and United Kingdom Pound sterling (GBP) 20  million from bankers for working capital requirements and other short term needs. As of March 31, 2016, the Company has unutilized lines of credit aggregating ` 9,930, U.S.$ 359 million, GBP 20 million and CAD 5 million. 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. The Company has non-fund based revolving credit facilities in various currencies equivalent to ` 39,511 and ` 41,740, as of March 31, 2015 and 2016, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As of March 31, 2015 and 2016, an amount of ` 18,277 and ` 15,519 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 Saudi Arabian Riyal (SAR) 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, 2015   Foreign currency in millions   Indian Rupee   Foreign currency in millions   As at March 31, 2016 Indian Rupee   Interest rate   Final maturity   150 ` 9,375 150 ` 9,938 LIBOR+1.25 % June 2018 NA —   217 —   ` 9,592 4,878 ` 14,470 ` 1,763 NA 169   666 0 - 15% July 2020 2,987   SIBOR+1.50 % April 2018 ` 13,591 8,963 ` 22,554 ` 5,193 12,707 17,361 Wipro Limited 241                                                                                           Consolidated Financial Statements Under IFRS The Company has 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, 2016, 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 ` 8,694 and ` 8,963 as at March 31, 2015 and 2016, respectively, are secured by inventories, accounts receivable, certain property, plant and equipment and underlying assets. Interest expense was ` 768 and ` 1,410 for the year ended March 31, 2015 and 2016, respectively. 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, 2015 and 2016: 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 13. Trade payables and accrued expenses Trade payables and accrued expenses consist of the following: As at March 31,   2015 2016 ` 18,845 ` 23,447 44,740 ` 58,745 ` 68,187 39,900 As at March 31, 2015 2016 ` 3,530 4,802 2,200 1,691 ` 12,223 ` 3,871 5,494 2,283 2,173 ` 13,821 ` 3,062 596 ` 3,658 ` 15,881 ` 4,618 2,607 ` 7,225 ` 21,046 Trade payables Accrued expenses 14. 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 242 Minimum lease payments   As at March 31,   Present value of minimum lease payments   As at March 31,   2015   ` 1,843 3,379 5,222 (344) ` 4,878 2016   ` 3,429 6,112 9,541 (578) ` 8,963 Provisions: Current: Provision for warranty Others Non-current: Provision for warranty Total 2015 ` 1,660 3,218 4,878 —   ` 4,878 ` 1,660 3,218 2016 ` 3,133 5,830 8,963 —   ` 8,963 ` 3,133 5,830 As at March 31, 2015 2016 ` 306 1,211 ` 1,517 ` 388 874 ` 1,262 ` 5 ` 1,522 ` 14 ` 1,276 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. Annual Report 2015-16                                                               A summary of activity for provision for warranty and other provisions is as follows: Consolidated Financial Statements Under IFRS Balance at the beginning of the year Additional provision during the year Provision used during the year Balance at the end of the year Year ended March 31, 2015 Year ended March 31, 2016   Provision for warranty   ` 346 350 (385) ` 311 Others   ` 1,030 188 (7) ` 1,211 Total   Provision for warranty   ` 311 451 (360) ` 402 ` 1,376 538 (392) ` 1,522 Others   Total   ` 1,211 82 (419) ` 874 ` 1,522 533 (779) ` 1,276 15. Financial instruments Offsetting financial assets and liabilities Financial assets and liabilities (Carrying value/Fair value): The following table contains information on financial assets and liabilities subject to offsetting: As at March 31,   2015   2016   Financial assets Assets: Trade receivables Unbilled revenues ` 91,531 42,338 ` 102,380 48,273 Cash and cash equivalents 158,940 99,049 Available for sale financial investments 57,775 137,851 Loans and receivables Derivative assets 5,813 5,935 As at March 31, 2015 Other assets Total Liabilities: 56,298 ` 412,695 86,245 `  479,733 As at March 31, 2016 Financial liabilities   Loans and borrowings ` 78,913 ` 125,221 Trade payables and accrued expenses Derivative liabilities Other liabilities Total 57,793 824 66,810 2,459 1,023 ` 138,553 3,460 ` 197,950 Trade and other payables As at March 31, 2015 As at March 31, 2016 Gross amounts of recognized financial liabilities set off in the balance sheet   Net amounts of financial assets presented in the balance sheet   Gross amounts of recognized financial assets   352,191 339,457 (3,084) (3,510) 349,107 335,947 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   61,900 73,780 (3,084) (3,510) 58,816 70,270 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, 2015 2016 ` 349,107 ` 335,947 5,935 5,813 57,775 137,851 ` 412,695 ` 479,733 ` 78,913 ` 125,221 70,270 58,816 824 2,459 ` 138,553 ` 197,950 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 Wipro Limited 243                         Consolidated Financial Statements Under IFRS allowance for estimated losses on these receivables. As of March 31, 2015 and 2016, the carrying value of such receivables, net of allowances approximates the fair value. Investments in liquid and short-term mutual funds, which are classified as available-for-sale are measured using quoted market prices at the reporting date multiplied by the quantity held. Fair value of investments in certificate of deposits, classified as available for sale is determined using observable market inputs. The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. Fair value hierarchy Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs) The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis: Particulars Assets Derivative instruments - Cash flow hedges - Net investment hedges - Others Available for sale financial assets: - Investment in liquid and short-term Total   As at March 31, 2015   Fair value measurements at reporting date using   Level 1   Level 2   Level 3   As at March 31, 2016 Total   Fair value measurements at reporting date using   Level 1   Level 2   Level 3   ` 4,237 140 1,436 ` —   ` 4,237 140 912 —   —   ` —   ` 3,072 —   2,863 —   524 ` —   ` 3,072 —   2,305 —   —   ` —   —   558 mutual funds 10,202 10,202 —   —   10,578 10,578 —   —   - Investment in certificate of deposit, and other investments - Investment in equity instruments Liabilities Derivative instruments - Cash flow hedges - Net investment hedges - Others Contingent consideration 43,706 3,867 2,046 —   41,660 —   —   122,366 4,907 3,867 1,094 —   121,272 —   —   4,907 (80) (264) (480) (110) —   —   —   —   (80) (264) (480) —   —   —   —   (110) (706) —   (1,753) (2,251) —   —   —   —   (706) —   (1,753) —   —   —   —   (2,251) 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 counter-parties, primarily banks with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying. As at March 31, 2016, 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, 2016. 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. 244 Annual Report 2015-16                                         Details of assets and liabilities considered under Level 3 classification Consolidated Financial Statements Under IFRS Balance as at April 1, 2014 Additions Disposals/ payouts Measurement period adjustment to goodwill Gain/(loss) recognised in statement of income Gain/(loss) recognised in other comprehensive income Balance as at March 31, 2015 Balance as at April 1, 2015 Additions/adjustments Gain/loss recognised in statement of income Gain/loss recognized in foreign currency translation reserve Gain/loss recognised in other comprehensive income Finance expense recognised in statement of income Balance as at March 31, 2016  Description of significant unobservable inputs to valuation: Available for sale investments – Equity instruments  Derivative assets – Others  Contingent consideration  ` 2,676 546 (916) —   608 953 ` 3,867 ` 3,867 1,016 —   —   24 —   ` 4,907 ` 110 433 —   —   (19) —   ` 524 ` 524 —   34 —   —   —   ` 558 ` (789) —   39 193 447 —   ` (110) ` (110) (1,908) —   (95) —   (138) ` (2,251) Valuation technique Significant unobservable input Movement by Increase Decrease As at March 31, 2015   Available for sale investments in unquoted equity shares Discounted cash flow model Derivative assets Market multiple approach Option pricing model As at March 31, 2016 Available for sale investments in unquoted equity shares Discounted cash flow model Derivative assets Market multiple approach Option pricing model Contingent consideration Probability weighted method Long term growth rate 0.5% ` 44 ` (40) Discount rate Revenue multiple Volatility of comparable companies Time to liquidation event Long term growth rate Discount rate Revenue multiple Volatility of comparable companies Time to liquidation event Estimated revenue achievement Estimated earnings achievement 0.5% 0.5x 2.5% `  (85) ` 148 ` 91 ` (152) ` 32 ` (33) 1year ` 63 ` (85) 0.5% 0.5% 0.5x 2.5% ` 57 ` (53) ` (95) ` 182 ` 103 ` (187) ` 31 ` (32) 1 year 1% ` 60 ` 36 ` (69) ` (36) 1% ` 37 ` (37) Refer note 6 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 not material. Wipro Limited 245                                     Consolidated Financial Statements Under IFRS 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 Buy As at March 31, 2015 2016 US$ € £ AUD SAR AED US$ 836 US$ 220 € 198 £   83 AUD —   SAR —   AED 150 US$ 922 278 248 139  19 7 150 US$ 145 US$ —   US$ £ € AUD ¥ SGD ZAR CAD CHF SAR AED US$   1,304 US$ 67 £ 60 €  53 AUD 490 ¥  13 SGD    69 ZAR    30 CAD 10 CHF   —   SAR   —   AED 790 US$ 1,298 55 87  35 490 3 110 11 10 58  7  822 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 Net (gain)/loss reclassified to statement of income on occurrence of hedged transactions 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,   2015 2016 `  567 101 `   4,268 (3) 6,469 1,079 (2,869) (2,977) `  3,701 `  4,268 `  (718) `  (1,901) `  2,367 `  (457) `  3,550 `  1,910 The related hedge transactions for balance in cash flow hedging reserve as of March  31, 2016 are expected to occur and be reclassified to the statement of income over a period of 4 years. As at March 31, 2015 and 2016, 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. The incremental impact of such transaction on our cash flow and liquidity for the years ended March 31, 2015 and 2016 is not material. 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 246 Annual Report 2015-16                               Consolidated Financial Statements Under IFRS 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, 2015 and 2016 respectively, a ` 1 increase/ decrease in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 1,495 and ` 1,398 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, 2015 and 2016: Trade receivables Unbilled revenues Cash and cash equivalents Other assets Loans and borrowings Trade payables, accrued expenses and other liabilities Net assets / (liabilities) Trade receivables Unbilled revenues Cash and cash equivalents Other assets Loans and borrowings Trade payables, accrued expenses and other liabilities Net assets / (liabilities) ` 1,376 915 255 1,782 ` (932) (797) ` 2,599 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) As at March 31, 2015 Australian Dollar Canadian Dollar   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 ` —   (22,296) ` 6,828 (2,923) ` 6,919 (4,149) ` 10,343 (119) ` 326 (1,571) ` 4,817 (31,855) ` 31,832 US$   Euro   ` 34,284 19,578 46,426 1,810 ` (65,180) ` 3,836 4,330 2,361 1,071 ` (6,109) Pound Sterling ` 6,891 4,458 47 44 ` (221) As at March 31, 2016 Australian Dollar Canadian Dollar   ` 1,754 1,780 362 2,091 ` (776) ` 419 258 43 14 ` —   Total   Other currencies#   ` 3,023 1,398 1,403 171 ` 50,207 31,802 50,642 5,201 ` —   ` (72,286) (18,869) ` 18,049 (4,339) ` 1,150 (4,788) ` 6,431 (1,417) ` 3,794 (149) ` 585 (1,702) ` 4,293 (31,264) ` 34,302 #  Other currencies reflect currencies such as Singapore Dollars, Saudi Arabian Riyals etc. As at March 31, 2015 and 2016 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 ` 318 and ` 343 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, 2016, 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, 2016, additional net annual interest expense on floating rate borrowing would amount to approximately ` 1,102. 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, 2015 and 2016, respectively and revenues for the year ended March 31, 2014, 2015 and 2016, respectively. There is no significant concentration of credit risk. Wipro Limited 247     Consolidated Financial Statements Under IFRS Financial assets that are neither past due nor impaired Counterparty risk 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 ` 5,510 and ` 7,305 as of March 31, 2015 and 2016, respectively. Of the total receivables, ` 67,997 and ` 74,200 as of March 31, 2015 and 2016, respectively, were neither past due nor impaired. The Company’s credit period generally ranges from 45-60 days from invoicing date. 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 As at March 31, 2015 2016     ` 67,997  ` 74,200 7,343 3,936 2,876 16,307 ` 30,462 7,924 3,959 2,980 18,728 ` 33,591 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 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, 2016, 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. As at March 31, 2015 Contractual cash flows Loans and borrowings Trade payables and accrued expenses Derivative liabilities Carrying value ` 78,913 57,793 ` 824 Less than 1 year ` 66,526 57,793 ` 753 1-2 years 2-4 years 4-7 years   Total   ` 1,827 —   ` 39 ` 11,609 —   ` 22 ` 116 —   ` 10 ` 80,078 57,793 ` 824 As at March 31, 2016 Contractual cash flows  Loans and borrowings Trade payables and accrued expenses Derivative liabilities Carrying value ` 125,221 Less than 1 year     ` 108,775 1-2 years 2-4 years 4-7 years Total  `  4,416   ` 13,193 `  315   ` 126,700 66,810 ` 2,459 66,810 ` 2,340 —   ` 82 —        ` 37 —   `  —   66,810    `  2,459 248 Annual Report 2015-16                 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: As at March 31,   Cash and cash equivalents Inter corporate and term deposits Available for sale investments Loans and borrowings Net cash position 16. Foreign currency translation reserve 2015   ` 158,940 38,200 53,908 (78,913) ` 172,135 2016 ` 99,049 69,439 132,944 (125,221) ` 176,211 The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized below: 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 17. Income taxes As at March 31,   2015   2016 ` 10,060 ` 11,249 799 5,680 390 ` 1,189 ` 11,249 (813) ` 4,867 ` 16,116 Income tax expense has been allocated as follows: Year ended March 31,   2014   2015 2016 ` 22,600 ` 24,624 ` 25,305 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 Unrealized gains/(losses) on cash flow hedging derivatives Defined benefit plan actuarial gains/(losses) Total income taxes Income tax expense consists of the following: 112 (4) 335 159 650 (260) 55 (224) ` 22,763 ` 25,590 ` 24,980 (19) Year ended March 31,   2014   2015 2016 Current taxes Domestic Foreign Deferred taxes Domestic Foreign Total income tax expense Wipro Limited ` 18,414 2,293 ` 20,707 ` 19,163 ` 20,221 5,536 ` 25,076 ` 25,757 5,913 ` (389) 2,282 ` 1,893 ` 22,600 (205) ` (247) ` (567) 115 ` (452) ` (452) ` 25,305 ` 24,624 Consolidated Financial Statements Under IFRS Income tax expenses are net of reversal of provisions recorded in earlier periods, amounting to ` 1,244, ` 891 and ` 1,337 for the year ended March 31, 2014, 2015 and 2016, respectively. The reconciliation between the provision of income tax and amounts computed by applying the Indian statutory income tax rate to profit before taxes is as follows: Year ended March 31, 2014   2016 ` 101,005 ` 111,683 ` 114,719 2015 33.99% 37,961 34,332 39,704 (11,208) (11,698) (10,750) 33.99% 34.61% Profit before taxes 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 1,729 purposes (348) Others, net ` 22,600 ` 24,624 ` 25,305 Total income tax expense The components of deferred tax assets and liabilities are as follows: 1,225 (79) 671 91 (1,337) (3,305) (1,244) (1,910) (1,261) (475) (327) (891) 343 302 918 87 As at March 31,   2014   2015 2016 ` 4,207 ` 3,589 ` 5,976 1,257 2,546 3,270 1,750 1,844 1,859 1,844 2,553 1,457 807 (71) ` 9,794 ` (5,005) (1,698) (261) (68) (1,196) ` (8,228) 134 (268) (278) ` 9,704 ` 12,978 —   ` (3,416) ` (4,470) (3,963) (5,391) (458) (4) ` (9,999) ` (14,286) (3,347) (1,965) (719) (552) ` 1,566 ` (295) ` (1,308) Carry-forward business losses* Accrued expenses and liabilities Allowances for doubtful accounts receivable Minimum alternate tax Income received in advance Others Property, plant and equipment Amortizable goodwill Intangible assets Cash flow hedges Deferred revenue Net deferred tax assets/ (liabilities) Amounts presented in statement of financial position: Deferred tax assets Deferred tax liabilities ` 2,945 ` 3,800 ` (3,240) ` (5,108) * Includes deferred tax asset recognised on carry forward losses ` 3,362 ` (1,796) pertaining to business combinations. 249                                             Consolidated Financial Statements Under IFRS Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges, fair value movements in available for sale of investments and actuarial gains/losses on defined benefit plans are recognized in other comprehensive income and presented within equity in the cash flow hedging reserve. Deferred tax liability on the intangible assets identified and carry forward losses on acquisitions 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 ` 1,858 and ` 1,782 as at March  31, 2015 and 2016, respectively in respect of unused tax losses have not been recognized by the Company. The tax loss carry-forwards of ` 6,509 and ` 6,679 as at March 31, 2015 and March 31, 2016, respectively, relates to certain subsidiaries on which deferred tax asset has not been recognized by the Company, because there is a lack of reasonable certainty that these subsidiaries may generate future taxable profits. Approximately, ` 4,971 and ` 6,117 as at March 31, 2015 and March 31, 2016, respectively, of these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately ` 1,538 and ` 562 as at March 31, 2015 and March 31, 2016, respectively, expires in various years through fiscal 2036. The Company has recognized deferred tax assets of ` 3,589 and ` 5,976 in respect of carry forward losses of its various subsidiaries as at March 31, 2015 and 2016. 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 and ` 1,457 has been recognized in the statement of financial position as of March 31, 2015 and 2016 respectively, 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 2029. 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 of ` 11,043, ` 11,412 and ` 10,212 for the years ended March 31, 2014, 2015 and 2016 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, 2014, 2015 and 2016 was ` 4.50, ` 4.65 and ` 4.16 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 ` 26,313 and ` 33,920 as of March 31, 2015 and 2016, 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, 2016. 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 250 Annual Report 2015-16 profits. Accordingly, the Company did not record current and deferred tax provision for branch profit tax. The capital structure as of March  31, 2015 and 2016 was as follows: Consolidated Financial Statements Under IFRS 18. Dividends and Buy Back of equity shares 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 ` 8, ` 10 and ` 12 during the years ended March 31, 2014, 2015 and 2016, respectively, including an interim dividend of ` 3, ` 5 and ` 5 for the years ended March 31, 2014, 2015 and 2016. The Board of Directors in their meeting on April  20, 2016 proposed a final dividend of ` 1 (U.S.$ 0.02) 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 ` 2,974, including corporate dividend tax thereon. The proposed dividend has not been included as a liability in these consolidated financial statements. On April 20, 2016, the Board of Directors approved a buyback proposal for purchase by the Company of up to 40 million shares of ` 2 each (representing 1.62% of total equity capital) from the shareholders of the Company on a proportionate basis by way of a tender offer at a price of ` 625 per equity share for an aggregate amount not exceeding ` 25,000 million in accordance with the provisions of the Companies Act, 2013 and the SEBI (Buy Back of Securities) Regulations, 1998. 19. Additional capital disclosures The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor and customer confidence and to ensure future development of its business. The Company focused on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company. The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. The Company has distributed an interim dividend of ` 5 per equity share during the year ended March  31, 2016. The Board of Directors in their meeting on April 20, 2016 proposed a final dividend of ` 1 (U.S. $ 0.02) per equity share and ADS. The proposal is subject to the approval of shareholders. Further, the board of directors has approved a buy back proposal for purchase of 40 million equity shares through a tender offer at a price of ` 625 per equity share. The amount of future dividends will be balanced with efforts to continue to maintain an adequate liquidity status. 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) As at March 31,   2015   2016 % Change ` 407,982 ` 466,078 14.24% 84% 79% 66,206 107,860 12,707 17,361 78,913 125,221 58.68% 16% 21% ` 486,895 ` 591,299 21.44% Loans and borrowings represented 16% and 21 % of total capital as of March 31, 2015 and 2016, respectively. The Company is not subject to any externally imposed capital requirements. 20. Revenues 2015 Year ended March 31,   2014 ` 395,838 38,431 ` 434,269 2016 ` 435,507 ` 481,369 31,071 ` 469,545 ` 512,440 34,038 Rendering of services Sale of products Total revenues 21. Expenses by nature Employee compensation Sub-contracting/technical fees Cost of hardware and software Travel Facility expenses Depreciation and amortisation Communication Legal and professional fees Rates, taxes and insurance Advertisement and brand building Provision for doubtful debt Miscellaneous expenses Total cost of revenues, selling and marketing expenses and general and administrative expenses Year ended March 31, 2014 ` 206,568 2016 224,838 ` 245,534 2015 43,576 52,303 67,769 35,816 18,519 14,044 11,106 5,356 2,558 2,221 1,417 1,294 5,799 32,210 21,684 15,167 12,823 5,204 3,682 2,240 1,598 922 5,088 30,096 23,507 16,480 14,965 4,825 4,214 2,526 2,292 1,843 5,235 ` 348,274 ` 377,759 ` 419,286 Wipro Limited 251                       Consolidated Financial Statements Under IFRS 22. Finance expense 24. Earnings per equity share Interest expense Exchange fluctuation on foreign currency borrowings, net Total Year ended March 31, 2014 ` 868 2015 ` 768 2016 ` 1,410 2,023 ` 2,891 2,831 ` 3,599 4,172 ` 5,582 23. Finance and other income Interest income Dividend income Gain on sale of investments Total 2015 Year ended March 31, 2014 ` 12,491 354 1,697 ` 14,542 2016 ` 15,687 ` 20,568 66 2,646 ` 19,859 ` 23,280 224 3,948 A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below: Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period, excluding equity shares purchased by the Company and held as treasury shares. Equity shares held by controlled Wipro Equity Reward Trust (“WERT”) and Wipro Inc Benefit Trust (“WIBT”) have been reduced from the equity shares outstanding for computing basic and diluted earnings per share. During the year ended March  31, 2015, WIBT sold 1.8  million shares of Wipro Limited. Year ended March 31, 2014 2015 2016 Profit attributable to equity holders of the Company ` 77,967 ` 86,528 ` 88,922 Weighted average number of equity shares outstanding 2,454,745,434 2,454,681,650 2,456,559,400 Basic earnings per share ` 31.76 ` 35.25 ` 36.20 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,   2014 2015 2016 Profit attributable to equity holders of the Company ` 77,967 ` 86,528 ` 88,922 Weighted average number of equity shares outstanding 2,454,745,434 2,454,681,650 2,456,559,400 Effect of dilutive equivalent share options 7,881,305 7,897,511 5,130,508 Weighted average number of equity shares for diluted earnings per share 2,462,626,739 2,462,579,161 2,461,689,908 Diluted earnings per share ` 31.66 ` 35.13 ` 36.12 25. Employee stock incentive plans The stock compensation expense recognized for employee services received during the year ended March 31, 2014, 2015 and 2016 were `  513, `  1,138 and ` 1,534 respectively. Wipro Equity Reward Trust (“WERT”) In 1984, the Company established a controlled trust called the Wipro Equity Reward Trust (“WERT”). In the earlier years, WERT purchased shares of the Company out of funds borrowed from the Company. The Company’s Board Governance, Nomination and Compensation Committee recommends to WERT certain officers and key employees, to whom 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 WERT are reported as a reduction in stockholders’ equity. WERT held 14,829,824 shares as at March 31, 2014, 2015 and 2016. 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: 252 Annual Report 2015-16                 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) Wipro Equity Reward Trust Employee Stock Purchase Plan, 2013 Consolidated Financial Statements Under IFRS Authorized Shares Range of Exercise Prices   50,000,000 ` 171 – 490 280,303,030 ` 171 – 490 15,000,000 US$ 22,424,242 ` 22,424,242 US$ 22,424,242 ` 18,686,869 ` 14,829,824 ` 3 – 7 2 0.03 2 2 2 Employees covered under the stock option plans and restricted stock unit option plans (collectively “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirement of vesting conditions (generally service conditions). These options generally vests in tranches over a period of 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. The activity in these stock option plans is summarized below: Year ended March 31,   2014   2015 2016 Range of Exercise Prices   Number   Weighted Average Exercise Price   Number   Weighted Average Exercise Price   Number   Weighted Average Exercise Price   ` 480 –  489 33,636 ` 480.20 33,636 ` 480.20 20,181 ` 480.20 Outstanding at the beginning of the year ` 2 11,502,173 ` 2 8,007,354 ` 2 6,332,219 ` 2 US$ 0.03 2,727,802 US$ 0.03 2,096,492 US$ 0.03 2,576,644 US$ 0.03 Granted ` 480 – 489 —   ` —   —   ` —   —   ` ` 2 5,000 ` 2 2,480,000 ` 2 2,870,400 ` —   2 US$ 0.03 25,000 US$ 0.03 1,689,500 US$ 0.04 1,697,700 US$ 0.03 Exercised ` 480 – 489 —   ` —   (13,455) ` —   —   ` ` 2 (2,944,779) ` 2 (1,968,609) ` 2 (1,329,376) ` —   2 US$ 0.03 (437,764) US$ 0.03 (743,701) US$ 0.03 (340,876) US$ 0.03 Forfeited and expired ` 480 – 489 —   ` —   —   ` —   —   ` ` 2 (555,040) ` 2 (2,186,526) ` 2 (618,917) ` —   2 Outstanding at the end of the year Exercisable at the end of the year US$ 0.03 (218,546) US$ 0.03 (465,647) US$ 0.03 (186,038) US$ 0.03 ` 480 – 489 33,636 ` 480.20 20,181 ` 480.20 20,181 ` 480.20 ` 2 8,007,354 ` 2 6,332,219 ` 2 7,254,326 ` 2 US$ 0.03 2,096,492 US$ 0.03 2,576,644 US$ 0.03 3,747,430 US$ 0.03 ` 480 –  489 13,455 ` 480.20 —   ` 480.20 20,181 ` 480.20 ` 2 5,518,608 ` 2 1,389,772 ` 2 1,204,405 ` 2 US$ 0.03 347,562 US$ 0.03 180,683 US$ 0.03 256,753 US$ 0.03 Wipro Limited 253                                   Consolidated Financial Statements Under IFRS The following table summarizes information about outstanding stock options: 2014 As at March 31,   2015 2016 Range of Exercise price  Numbers   Weighted Average Remaining Life (Months)   Weighted Average Exercise Price   Numbers   Weighted Average Remaining Life (Months)   Weighted Average Exercise Price   ` 480 – 489 ` 2 0.03 US$ 33,636 8,007,354 2,096,492 36 36 44 `  480.20 ` 2 0.03 US$ 20,181 6,332,219 2,576,644 24 25 31 `  480.20 ` US$ 20,181 2.00 7,254,326 0.03 3,747,430 Numbers   Weighted Average Remaining Life (Months)   —   23 24 Weighted Average Exercise Price   `  480.20 ` 2.00 US$ 0.03 The weighted-average grant-date fair value of options granted during the year ended March 31, 2014, 2015 and 2016 was ` 676.73, ` 658.12 and ` 699.96 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2014, 2015 and 2016 was ` 462.60, ` 603.58 and ` 608.62 for each option, respectively. 26. Employee benefits a) Employee costs include: Salaries and bonus Employee benefit plans Gratuity Contribution to provident and other funds Share based compensation Year ended March 31,   2014 2016 ` 201,815 ` 218,985 ` 237,949 2015 559 688 922 3,681 513 5,129 1,534 ` 206,568 ` 224,838 ` 245,534 4,027 1,138 The employee benefit cost is recognized in the following line items in the statement of income: Year ended March 31, 2014 2016 ` 173,651 ` 189,959 ` 207,747 2015 Cost of revenues Selling and marketing expenses General and administrative expenses b) Defined benefit plans – Gratuity: Amount recognized in the statement of income in respect of gratuity cost (defined benefit plan) is as follows: Current service cost Net interest on net defined benefit liability/(asset) Net gratuity cost/(benefit) Actual return on plan assets Year ended March 31,   2014 2015 2016 ` 578 ` 665 ` 915 (19) ` 559 ` 263 23 ` 688 ` 365 7 ` 922 ` 313 Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined benefit gratuity plans. 21,412 21,851 23,663 The principal assumptions used for the purpose of actuarial valuation are as follows: 11,505 14,124 ` 206,568 ` 224,838 ` 245,534 13,028 Defined benefit plan actuarial gains/ (losses) recognized in other comprehensive income include: Year ended March 31,   2016 2015   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 (96) 216 (39) 2 83 30 180 2 798 1,010 Discount rate As at March 31,   2014 2015 2016 8.90% 7.95% 7.75% Expected return on plan assets 8.50% 7.95% 7.75% Expected rate of salary increase 8.00% 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. 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. 254 Annual Report 2015-16                                       Change in present value of defined benefit obligation is summarized below: Consolidated Financial Statements Under IFRS 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) 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 —   2016 ` 4,368 —   915 —   350 (530) NA 180 2 798 —   ` 2,845 ` ` 3,690 ` 4,368 ` 6,083 As at March 31, 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 2015 ` 3,357 —   273 1,065 (462) NA 2016 ` 4,329 —   342 1,887 (530) NA 24 —   ` 3,357 ` (333) ` (333) 96 —   ` 4,329 ` (39) ` (39) (30) —   ` 5,998 ` (85) ` (85) As at March 31, 2014, 2015 and 2016, 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, 2017 Estimated benefit payments from the fund for the year ending March 31: 2017 2018 2019 2020 2021 Thereafter Total ` 1,150 ` 910 844 777 713 626 7,095 ` 10,966 The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as of March 31, 2016. Wipro Limited 255                         Consolidated Financial Statements Under IFRS Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. As of March 31, 2016, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/increase of gratuity benefit obligation by approximately ` (195), ` 218 respectively. As of March 31, 2016 every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in increase/ (decrease) of gratuity benefit obligation by approximately ` 180, ` (173) respectively. c) Provident fund: 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, 2012 17,932 ` 17,668 264 ` 2013 21,004 ` 21,004 —   ` 2014 24,632 ` 24,632 —   ` 2015 28,445 ` 28,445 —   ` 2016 36,019 36,019 —   ` ` 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 27. Related party relationships and transactions As at March 31, 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% 2016 7.75% 6 years 8.75% List of subsidiaries as of March 31, 2016 are provided in the table below. Subsidiaries Subsidiaries Wipro LLC (formerly Wipro, Inc.) Wipro Gallagher Solutions, Inc. Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC] Infocrossing, Inc. Wipro Insurance Solutions LLC Wipro Data Centre and Cloud Services, Inc. (formerly Macaw Merger, Inc.) Wipro IT Services, Inc. Opus Capital Markets Consultants  LLC HPH Holdings Corp.(A) Wipro Overseas IT Services Pvt. Ltd   Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited   Wipro Travel Services Limited Country of Incorporation USA USA USA USA USA USA USA USA USA India Japan China India India 256 Annual Report 2015-16                                             Consolidated Financial Statements Under IFRS Subsidiaries Subsidiaries Wipro Holdings (Mauritius) Limited   Wipro Holdings UK Limited Wipro Information Technogoty Austria GmbH(A) (Formerly Wipro Holdings Austria GmbH) Wipro Digital Aps (A) 3D Networks (UK) Limited Wipro Europe Limited (formerly SAIC 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. Z.o.o Wipro IT Services Poland  Sp. z o. o Wipro Technologies Australia Pty Ltd (formerly Promax Applications Group Pty Ltd) Wipro Corporate Technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Wipro Information Technology Netherlands BV. Country of Incorporation Mauritius U.K. Austria Denmark 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 Netherlands Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Wipro Technology Chile SPA Wipro Solutions Canada Limited 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. Portugal Russia Chile Canada Kazakhstan Costa Rica Ireland Ukraine Norway Venezuela Wipro Limited 257                                                                                                                               Consolidated Financial Statements Under IFRS Subsidiaries Subsidiaries Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty Limited Wipro (Thailand) Co Limited Wipro Bahrain Limited WLL Wipro Gulf LLC Rainbow Software LLC Cellent AG Wipro Technologies Peru S.A.C Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) (A) Cellent Mittelstandsberatung GmbH Cellent AG Austria(A) Wipro Networks Pte Limited (formerly 3D Networks Pte Limited) Wipro Chengdu Limited Wipro Airport IT Services Limited* Wipro (Dalian) Limited Wipro Technologies SDN BHD Country of Incorporation Peru Romania Indonesia Australia Australia Thailand Bahrain Sultanate of Oman Iraq Germany Germany Austria Singapore China Malaysia China India * 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, Wipro Digital Aps, Cellent AG Austria and HPH Holdings Corp. are as follows: Subsidiaries Subsidiaries Subsidiaries Subsidiaries Wipro Information Technogoty Austria GmbH (Formerly Wipro Holdings Austria GmbH) Wipro Europe Limited (formerly SAIC Europe Limited) Wipro Technologies Austria GmbH New Logic Technologies SARL Wipro UK Limited Country of Incorporation Austria Austria France U.K. U.K. 258 Annual Report 2015-16                                                                             Subsidiaries Subsidiaries Subsidiaries Subsidiaries Consolidated Financial Statements Under IFRS Country of Incorporation Portugal U.K. Brazil Germany Brazil Australia Australia Denmark Denmark Denmark Germany Norway Sweden Israel Japan Spain Colombia Austria Austria USA USA USA USA USA Designit Denmark A/S Designit MunchenGmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Lt.d Denextep Spain Digital, S.L   Designit Colombia S A S Wipro Portugal S.A. Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) Wipro Digital Aps 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) Designit A/S Cellent AG Austria HPH Holdings Corp. Frontworx Informationstechnologie AG HealthPlan Holdings, Inc. HealthPlan Services Insurance Agency, Inc. HealthPlan Services, Inc. Harrington Health Services Inc. The list of controlled trusts is: Name of entity Wipro Equity Reward Trust Wipro Inc Benefit Trust* 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. Wipro Limited 259                                                                                                                   Consolidated Financial Statements Under IFRS The other related parties are: Name of other related parties Azim Premji Foundation Azim Premji Foundation for Development Hasham Traders Prazim Traders Zash Traders Hasham Investment and Trading Co. Pvt. Ltd Azim Premji Philanthropic Initiatives Pvt. Ltd Azim Premji Trust Wipro Enterprises (P) Limited Wipro GE Healthcare Private Limited Key management personnel - Azim H. Premji - Suresh C. Senapaty - T K Kurien - Abidali Z. Neemuchwala - 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 - Dr. Patrick J. Ennis - Patrick Dupuis 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 Chairman and Managing Director Chief Financial Officer and Executive Director(1) Executive Vice Chairman(10) Chief Executive Officer and Executive Director(8) 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) Non-Executive Director(9) Non-Executive Director(9) (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 (8)  Effective February 1, 2016 (9)  Effective April 1, 2016 (10)  Mr. T. K. Kurien, who was the Chief Executive Officer and Executive Director, was appointed as the Executive Vice Chairman of the Company, effective February 1, 2016. Relative of key management personnel - Yasmeen H. Premji 260 Annual Report 2015-16   The Company has the following related party transactions: Transaction/ Balances Sale of goods and services Assets purchased Interest expense Interest income Dividend Royalty Income Rental income Rent paid Others Key management personnel# Remuneration and short-term benefits Other benefits Remuneration to relative of key management personnel Balances as at the year end Receivables Payables Consolidated Financial Statements Under IFRS Key Management Personnel 2016 ` 240 231 —   —   2014 2015 2016 —   —   —   —   —   —   —   —   —   —   —   —   Entities controlled by  Directors 2015 ` 154 207 —   —   2014 ` 186 66 40 18 13,733 17,166 20,599 765 ## 958 1,147 —   39 —   3 —   —   —   —   55 63 2 —   —   —   —   36 22 2 —   —   —   617 1,000 193 340 137 225 —   —   —   3 221 32 11 —   109 —   —   4 3 174 56 17 —   66 —   —   6 —   273 135 —   —   37 #  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 28. Commitments and contingencies Operating leases: The Company has taken office, vehicles 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 ` 4,583, ` 4,727 and ` 5,184 for the year ended March 31, 2014, 2015 and 2016, respectively. 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,  2015  2016 ` 3,351 ` 4,246 6,385 2,206 9,900 2,713 ` 11,942 ` 16,859 Capital commitments: As at March  31, 2015 and 2016, the Company had committed to spend approximately ` 1,262 and ` 10,734 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, 2015 and 2016, performance and financial guarantees provided by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to approximately ` 21,234 and ` 25,218 respectively, as part of the bank line of credit. Contingencies and lawsuits: The Company is subject to legal proceedings and claims (including tax assessment orders/ penalty notices) which have arisen in the ordinary course of its business. Some of the claims involve complex issues and it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of such proceedings. However, 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 significant of such matters are discussed below. 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, 2011 and the aggregate demand is `  47,583 (including interest of `  13,832). 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 Wipro Limited 261       Consolidated Financial Statements Under IFRS have been filed by the Income tax authorities before the Hon’ble High Court. The Hon’ble High Court has heard and disposed-off majority of the issues in favor of the Company up to years ended March 31, 2004. On similar issues for years up to March 31, 2000, the Hon’ble High Court of 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 years ended March 31, 2010 and March 31, 2011, 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, 2012, the Company received the draft assessment order in March 2016 with a proposed demand of `  4,241 (including interest of ` 1,376), arising primarily on account of section 10AA issues with respect to exclusion from Export Turnover. Company has filed an objection before DRP within the prescribed timelines. Considering the facts and nature of disallowance and the order of the appellate authority / Hon’ble High Court of Karnataka 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 Contingent liability in respect of disputed demands for excise duty, custom duty, sales tax and other matters amounts to ` 2,560 and ` 2,654 as of March 31, 2015 and 2016, respectively. 29. Segment Information 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), Healthcare and Life Sciences (HLS), Retail, Consumer, Transport and Government (RCTG), Energy, Natural Resources and Utilities (ENU), Manufacturing (MFG), Global Media and Telecom (GMT). 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, digital, consulting, infrastructure outsourcing services and business process services. IT Products: The Company is a value added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. 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 & Managing Director 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 segments for the year ended March 31, 2016 is as follows: IT Services BFSI HLS RCTG ENU MFG GMT Others Total IT Products Reconciling Items Entity  total 128,147 58,358 74,372 70,866 90,877 64,696 —   487,316 29,722 (731) 516,307 28,143 12,160 13,898 14,382 17,752 12,317 —   98,652 (864) (1,831) 95,957 1,064 —   —   1,064 99,716 (864) (1,831) 97,021 (5,582) 23,280 114,719 (25,305) 89,414 14,965 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 262 Annual Report 2015-16       Information on operating segments for the year ended March 31, 2015 is as follows: Consolidated Financial Statements Under IFRS BFSI HLS RCTG ENU MFG GMT Others Total IT Services 115,505 27,378 49,884 10,565 62,209 13,190 71,229 17,561 80,303 17,127 61,050 13,574 —   583 440,180 99,978 (2,329) 97,649 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 Information on operating segments 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 34,006 374 —   374 Reconciling Items (1,004) (2,600) —   (2,600) IT Products 38,785 310 —   310 Reconciling Items (666) (1,289) —   (1,289) Entity total 473,182 97,752 (2,329) 95,423 (3,599) 19,859 111,683 (24,624) 87,059 12,823 Entity total 437,628 90,158 (804) 89,354 (2,891) 14,542 101,005 (22,600) 78,405 11,106 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 are as follows: India Americas Europe Rest of the world No client individually accounted for more than 10% of the revenues during the year ended March 31, 2014, 2015 and 2016. b) 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) “Reconciling items” includes elimination of inter-segment transactions, dividend income/ gains/ losses relating to strategic investments and other corporate activities. Year ended March 31, 2014 46,235 200,343 120,868 70,182 ` 437,628 2015 45,814 227,328 124,523 75,517 ` 473,182 2016 51,371 258,615 126,417 79,904 ` 516,307 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. c) Revenues include excise duty of ` 79, ` 2 and ` Nil for the year ended March 31, 2014, 2015 and 2016, respectively. For the purpose of segment reporting, the segment revenues are net of excise duty. Excise duty is reported in reconciling items. Wipro Limited 263           Consolidated Financial Statements Under IFRS Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues. h) d) e) f ) g) 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 amortisation. The differential impact of accelerated amortisation 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, amortisation 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 Reconciling items Total Year ended March 31,   2014 ` 478 19 16 ` 513 2015 ` 1,247 (10) (99) ` 1,138 2016 ` 1,424 2 108 ` 1,534 264 Annual Report 2015-16 BUSINESS RESPONSIBILITY REPORT Section A: General Information about the Company 229 locations (including data centers) 1. Corporate Identity Number (CIN) of the Company ii. Number of National Locations L32102KA1945PLC020800. 2. Name of the Company Wipro Limited 3. Registered address Wipro Limited Doddakannelli, Sarjapur Road Bangalore - 560 035 Karnataka, India 4. Website www.wipro.com 5. E-mail id sustain.report@wipro.com 6. Financial Year reported 93 locations (Please refer complete list of locations from pages 125 to 128 of this Annual Report) 10. Markets served by the Company – Local/State/National/ International/ Please refer to “Geography Wise Performance” on page no. 44 of this Annual Report. Section B: Financial Details of the Company 1. Paid up Capital (`) As at March 31, 2016 the paid up equity share capital of the Company stood at ₹ 4,94,14,26,580 consisting of 2,47,07,13,290 equity shares of ₹ 2 each. 2. Total Turnover (`) April 1, 2015 to March 31, 2016 (FY 2015-16) For the financial year 2015-16 the total turnover of the Company on a consolidated basis was ₹ 512,478 million. 7. Sector(s) that the Company is engaged in (industrial activity code-wise) 3. Total profit after taxes (`) IT Software, Services and related activities NIC Code-620 8. List three key products/services that the Company manufactures/provides (as in balance sheet) Please refer page nos. 30 to 35 of this Annual Report 9. Total number of locations where business activity is undertaken by the Company i. Number of International Locations (Provide details of major 5) For the financial year 2015-16 the net profit of the Company on a consolidated basis was ₹ 89,597 million. 4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) Refer to “Summary of CSR spend for 2015-16” on page nos. 94-95 of this Annual Report. 5. List of activities in which expenditure in 4 above has been incurred:- Refer to “Summary of CSR spend for 2015-16” on page nos. 94-95 of this Annual Report. Wipro Limited 265 Section C: Other Details 1. Does the Company have any Subsidiary Company/ Companies? The Company has 86 subsidiaries as on March 31, 2016. Please refer the complete list from page nos. 96-99 of this Annual Report 2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s). As the BR Initiatives of the Company are run at global level, all subsidiaries Companies participate in BR Initiatives. 3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] Please refer page no. 53 Section D: BR Information 1. Details of Director responsible for BR a) D e t a i l s o f t h e D i re c to r re s p o n s i b l e fo r implementation of the BR policy/policies The “Board Governance and Nomination Committee” is responsible for the implementation of the BR policies. please refer to page no. 114 of this Annual Report. b) Details of the BR head DIN (if applicable) Not applicable Anurag Behar Name Chief Sustainability Officer Designation 080 66144900 Telephone No. anurag.behar@wipro.com Email id 2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N) a) Do you have a policy /policies for: • • Principle 1: Yes. Wipro has a policy on Ethics, Transparency and Accountability. Our Code of Business Conduct (COBC) is applicable to our customers, suppliers, partners, competitors, employees and other stakeholders and is available at http://www.wipro.com/documents/ investors/pdf-files/code-of-business-conduct- and-ethics.pdf Principle 2: Yes. Our Policy on Ecological Sustainability is available at http://www.wipro. com/documents/Ecological_Sustainability_ Policy.pdf • • • • • • Principle 3: Yes. Wipro’s COBC and policy on Health and Safety is available at (http://www. wipro.com/documents/Health_and_Safety_ Policy.pdf ). Principle 4: Yes. Policy on Corporate Social Responsibility is available at (http://www.wipro. com/documents/investors/pdf-files/policy-on- corporate-social-responsibility-2015.pdf ). Principle 5: Yes Wipro’s COBC addresses principles of Human Rights as per the principles of the U. N. Global Compact is available at http:// www.wipro.com/documents/Human-Rights- Policy.pdf. Principle 6: Yes. Our Policy on Ecological Sustainability. Principle 7: There is no distinct policy on public advocacy. However, refer page nos. 60-62 of this Annual Report for details of our advocacy and outreach engagements. Principle 8: Wipro does not have a separate policy. However these aspects are covered in the COBC, the Ecological Sustainability Commitment and policy on Corporate Social Responsibility. Also, refer http://wiprosustainabilityreport.com/ wipros-strategic-perspective • Principle 9: Yes. Wipro’s COBC covers this. b) Has the policy being formulated in consultation with the relevant stakeholders? Yes, for all principles. c) Does the policy conform to any national / international standards? If yes, specify? (50 words) • • • Principle 1: Yes. Wipro’s COBC subscribes to the Foreign Corrupt Practices Act of USA. Our financial reporting, Internal Controls and Procedures and Disclosure are in compliance with Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS). Principle 2: Yes. Wipro has been following the ISO 14001 Standard and Guidelines for our Environmental Management System. For designing of our Green Buildings we have adhered to the international LEED standard. Principle 3: Yes. We are certified against OHSAS 18001 standard across our key locations. Our comprehensive sustainability reports, independently assured for last 8 years, cover this principle. • Principle 4: Yes. Our comprehensive sustainability 266 Annual Report 2015-16 reports, independently assured for last 8 years, cover this principle. Principle 5: Yes. We subscribe to the UN Global Compact principles with respect to this principle. Principle 6: Yes. Our Environmental Management System is based on the ISO 14001 Standard. And the Green Buildings complies with the international LEED standard. Principle 7: Not Applicable Principle 8: Yes. We subscribe to the UN Global Compact principles with respect to this principle. We also disclose details of our programs and key outcomes as part of GRI based sustainability reports. Principle 9: Yes. We subscribe to the UN Global Compact principles with respect to this principle. • • • • • d) Has the policy being approved by the Board? If yes, has it been signed by MD/owner/CEO/appropriate Board Director? • • • • • • • • • Principle 1: Yes. The COBC is approved by our Board of Directors and endorsed by our Chairman. Principle 2: Yes. The Policy on Ecological Sustainability is approved by the Board of Directors and signed by Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director. Principle 3: Yes. The COBC is approved by the Board. The Policy on Health and Safety has been signed by Mr. Saurabh Govil, Senior Vice President - Human Resources Principle 4: Yes. The COBC is approved by our Board of directors and endorsed by our Chairman. Principle 5: Yes. The COBC is approved by our Board of directors and endorsed by our Chairman Principle 6: The COBC is approved by our Board of Directors and endorsed by our Chairman. The Policy on Ecological Sustainability is signed by Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director. Principle 7: Not Applicable Principle 8: Not Applicable Principle 9: The COBC is approved by our Board of directors and endorsed by our Chairman. The Policy on Ecological Sustainability is approved by the board and signed by Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director. e) Does the company have a specified committee of the Board/ Director/Official to oversee the implementation of the policy? The “Board Governance and Nomination Committee” oversees the implementation of policies and initiatives related to CSR. Please refer to page no. 114 of this Annual Report for responsibilities of the Board and also Policy on Corporate Social Responsibility. f) Indicate the link for the policy to be viewed online. COBC- http://www.wipro.com/documents/investors/pdf- files/code-of-business-conduct-and-ethics.pdf Policy on Health and Safety- http://www.wipro.com/documents/Health_and_ Safety_Policy.pdf Policy on Ecological Sustainability- http://www.wipro.com/documents/Ecological_ Sustainability_Policy.pdf Policy on Corporate Social Responsibility- http://www.wipro.com/documents/investors/pdf-files/ policy-on-corporate-social-responsibility-2015.pdf GRI Report 2014-15- http://www.wiprosustainabilityreport.com/ g) Has the policy been formally communicated to all relevant internal and external stakeholders? Yes, the policies have been formally communicated to internal and external stakeholders. They are available online for all stakeholders to refer to in the above mentioned links. h) Does the company have in-house structure to implement the policy/policies? Yes, for all principles. i) Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders’ grievances related to the policy/policies? Yes, for all principles. A 24x7 multi-lingual online and hotline ombuds process is in place to address grievances from stakeholders across the organization. Analyst and Investors provide regular feedback through media, interviews and ratings. Employees have multiple channels for grievance redressal. Suppliers can provide feedback either through the ombuds process, helpline, helpdesk and forums like the Annual Supplier Meet. Wipro Limited 267 Customers have multiple channels for raising grievances – account managers, client engagement managers, the customer advocacy group and through independently administered satisfaction surveys. There are ongoing, project based and annual feedbacks from our Customers. j) Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency Our Sustainability Report of 2014-15, covering the 9 NVG principles has been independently audited. The report was assured based on Global Reporting Initiative, Sustainability Reporting Guidelines Version 4 (GRI G4) and AccountAbility’s AA1000 Assurance Standard 2008 (AA1000AS (2008). See http://wiprosustainabilityreport. com/14-15/?q=assurance-statement Internal Audit Function: The internal audit function carries an audit of processes and practices across functions of the organization using the Code of Conduct as the guideline. 3. Governance related to BR Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year. Quarterly Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Wipro’s Annual Report includes an articulation on the nine NVG principles. We also publish a Sustainability Report. All these reports are released annually. http://www.wipro.com/about-wipro/sustainability/ sustainability-disclosures.aspx risks and/or opportunities. 2.2 For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional): Reduction during sourcing/ production/ distribution achieved since the previous year throughout the value chain, Reduction during usage by consumers (energy, water) that has been achieved since the previous year? 2.3 Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide the details thereof, in about 50 words or so. 2.4 Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors? 2.5 Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide the details thereof, in about 50 words or so. Please refer page nos. 53-54 of this Annual Report. Principle 3 3.1 Please indicate the Total number of employees. 3.2 Please indicate the Total number of employees hired on temporary/contractual/casual basis. 3.3 Please indicate the Number of permanent women employees. 3.4 Please indicate the Number of permanent employees with disabilities 3.5 Do you have an employee association that is recognized Section E: Principle-wise performance by management? Principle 1 1.1 Does the policy relating to ethics, bribery and corruption cover only the company? COBC extends to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others? 1.2 How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide the details thereof, in about 50 words or so. Please refer page no. 37 of this Annual Report. Principle 2 2.1 List up to 3 of your products or services whose design has incorporated social or environmental concerns, 3.6 What percentage of your permanent employees are members of this recognized employee association? 3.7 Please indicate the Number of complaints relating to child labor, forced labor, involuntary labor, sexual harassment, in the last financial year, and those that are pending, as on the end of the financial year. 3.8 What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year? 1. 2. 3. 4. Permanent Employees Permanent Women Employees Casual/Temporary/Contractual Employees Employees with Disabilities 268 Annual Report 2015-16 Please refer page nos. 46-50 of this Annual Report. Principle 7 Principle 4 4.1 Has the company mapped its internal and external stakeholders? 4.2 Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders? 4.3 Are there any special initiatives undertaken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide the details thereof, in about 50 words or so. 7.1 Is your company a member of any trade and chamber or association? If yes, name only those major ones that your business deals with. 7.2 Have you advocated/lobbied through the above associations for the advancement or improvement of public good? Yes/No. If yes, specify the broad areas ( Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy Security, Water, Food Security, Sustainable Business Principles, Others). Please refer page no. 63 of this Annual Report. Please refer page nos. 54-57 of this Annual Report. Principle 8 Principle 5 5.1 Does the policy of the company on human rights cover only the company or extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others? 5.2 How many stakeholder complaints have been received in the past financial year, and what percentage was satisfactorily resolved by the management? Please refer page no. 46 of this Annual Report. Principle 6 8.1 Does the company have specified programs / initiatives / projects in pursuit of the policy related to Principle 8? If yes, provide the details thereof. 8.2 Are the programs / projects undertaken through an in-house team/ own foundation / external NGO / government structures / any other organization? 8.3 Have you done any impact assessment of your initiative? 8.4 What is your company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken. 6.1 Does the policy related to Principle 6 cover only the company or extends to the Group / Joint Ventures / Suppliers / Contractors / NGOs / others. 8.5 Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words or so. 6.2 Does the company have strategies/ initiatives to address global environmental issues such as, climate change, global warming, etc? Yes/ No. If yes, please give hyperlink for the webpage, etc. 6.3 Does the company identify and assess potential environmental risks? 6.4 Does the company have any project related to Clean Development Mechanism? If so, provide the details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report has been filed? 6.5 Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc? Yes/ No. If yes, please give hyperlink for the web page, etc. 6.6 Are the emissions / waste generated by the company within the permissible limits given by CPCB / SPCB for the financial year being reported? 6.7 Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e., not resolved to satisfaction) as on end of Financial Year. Please refer page nos. 57-64 of this Annual Report. Please refer page nos. 54-57 of this Annual Report. Principle 9 9.1 What percentage of customer complaints / consumer cases are pending as on the end of financial year? 9.2 Does the company display product information on the product label, over and above what is mandated as per local laws? Yes / No / N.A. / Remarks (additional information). 9.3 Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behavior during the last five years and pending as on end of financial year? If so, provide the details thereof, in about 50 words or so. 9.4 Did your company carry out any consumer survey / consumer satisfaction trends? Please refer page nos. 51-52 of this Annual Report. Wipro Limited 269 Abbreviation Expansion Abbreviation Expansion SL. No Glossary Abbreviations from Annual Report FY15-16 SL. No 1 2 3 4 5 6 7 8 9 A&D AAS ADM ADR AI APAC ASEAN BBBEE BCMS 10 BCSD 11 BFSI 12 BI 13 BPaaS 14 BPO 15 BPS 16 BPS 17 BSE Aerospace &Defence As A Service Application Development & Maintenance American Depository Receipt Artificial Intelligence Asia Pacific Association of Southeast Asian Nations Broad-Based Black Economic Empowerment Business Continuity Management System Business Council for Sustainable Development Banking, Financial Services & Insurance Business Intelligence Business Process as a Service Business Process Outsourcing Business Process Services Basis Point Bombay Stock Exchange 18 C(S)PCB Central(State) Pollution Control Board Customer Advocacy Group Compounded Annual Growth Rate Consumer Business Unit Carbon Disclosure Leadership Index Client Engagement Manager Chief Executive Officer Continuous Engagement Program Chief Financial Officer Cash Generating Units Confederation of Indian Industry Corporate Identification Number Communication & Service Provider Code of Business Conduct 19 CAG 20 CAGR 21 CBU 22 CDLI 23 CEM 24 CEO 25 CEP 26 CFO 27 CGU 28 CII 29 CIN 30 CMSP 31 COBC 270 32 COSO 33 CSAT 34 CSPs 35 CSR 36 CTI 37 CTO 38 CXO 39 D&I 40 DIN 41 DJSI Company of Sponsoring Trade way Organisation Customer Satisfaction Communication Service Providers Corporate Social Responsibility Computer Telephony Interface Chief Technology Officer Chief Executive’s Office Diversity & Inclusion Director Identification Number Dow Jones Sustainability Index E-City Electronic City 42 43 44 45 46 47 48 49 50 51 52 53 54 ENU EPI EPS ESD ESG ESOP ETRM FAR FCTR FICCI FII FPP 55 GAAP 56 GHG 57 GIS 58 GMT 59 GRI 60 GTM 61 HLS Energy, Natural Resources and Utilities Energy Performance Indicator Earning Per Share Enterprise and Supplier Development Environmental, Social and Governance Employee Stock Options Energy Trading and Risk Management Floor Area Foreign Currency Translation Reserve Federation of Indian Chambers of Commerce and Industry Financial Institutional Investor Fixed Price Projects Generally Accepted Accounting Principles Green House Gases Global Infrastructure Services Global Media and Telecom Global Reporting Initiative Go-To-Market Healthcare and Life Sciences Annual Report 2015-16 Abbreviation Expansion SL. No 62 HoDs 63 HPS 64 HSSE 65 HUF 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 IAAS IAS IASB IBBI ICM IFRIC IFRS IIM IIRC IoE IoT IP ISSG IT IT-BPM ITES IUCN JAC 84 KMP 85 KSWN 86 87 88 89 90 91 LAN LATAM LED LEED LIBOR LTV 92 M2M 93 MCA 94 MFG 95 MRE 96 MSW 97 MTLCs 98 NASSCOM 99 NBFC 100 NCC 101 NGCE 102 NIPP 103 NRI 104 NSE 105 NUI Heads of the Departments Health Plan Services Health, Safety Security and Environment Hindu Undivided Family Infrastructure as a Service International Accounting Standard International Accounting Standards Board Biodiversity Initiative International Care Ministries IFRS Interpretations Committee International Financial Reporting Standards Indian Institute of Management International Integrated Reporting Council Internet of Everything Internet of Things Intellectual Property Integrated Services and Solutions Group Information Technology Information Technology- Business Process Management Information Technology Enabled Services International Union of Conservation Networks Joint Audit Consortium Key Managerial Personnel Karnataka State Water Network Local Area Network Latin America Light Emitting Diode Leadership in Energy and Environmental Designs London Inter Bank Offered Rate Life time value Machine to Machine Ministry of Corporate Affairs Manufacturing and Technology Median Remuneration of Employees Mixed Solid Waste Mission10X Technology Learning centers National Association of Software and Services Companies Non Banking Financial Company Natural Capital Coalition Next Gen Customer Experience NASSCOM Industry Partner Program Non-resident Indian National Stock Exchange Natural User Interface Abbreviation Expansion SL. No 106 NVGs National Voluntary Guidelines 107 NYSE 108 OCP 109 OEM 110 OWC 111 PaaS 112 PES New York Stock Exchange Operational Control Procedures Original Equipment Manufacturer Organic Waste Converters Platform as a Service Product Engineering Services Group 113 PGWM Participatory Ground Water Mapping Program 114 POC 115 PSCI 116 PwD 117 RBAG 118 RCTG 119 REC 120 RMA 121 RPA 122 RPT 123 RSU 124 SaaS 125 SAIC 126 SD 127 SDX 128 SEBI 129 SEC 130 SED 131 SEF 132 SERII 133 SEZ 134 SI 135 STP 136 T&D 137 T&M 138 UNPRI 139 USSEF 140 VoC 141 WASE 142 WATIS 143 WEP 144 WiSTA 145 WOW 146 WRI 147 WTD 148 WTT 149 WWF Proof of Concepts Pharmaceutical Supply Chain Initiative Persons with Disability Red Bison Advisory Group Retail, Consumer, Transport and Government Renewable Energy Certificate Revolution in Military Affairs Robotic process automation Related Party Transactions Restricted Stock Unit Software as a Service Science Applications International Corporation Skills Development Software Defined Everything Securities and Exchange Board of India Securities Exchange Commission Socio-Economic Development Science Education Fellowship Solar Energy Research Institute for India and the United States Special Economic Zones System Integrator Sewage Treatment Plants Transmission and Distribution Time and Material UN Principle of Responsible Investing United States Science Education Fellowship Voice of Customer Wipro Academy of Software Excellence Wipro Applying Thought in Schools Women’s Empowerment Principles Wipro Software Technology Academy Women of Wipro World Resource Institute Whole Time Director Well To Tank World Wildlife Fund Wipro Limited 271 NOTES 272 Annual Report 2015-16 CORPORATE INFORMATION Board of Directors Azim H Premji - Chairman TK Kurien Abidali Z Neemuchwala Rishad Premji Dr. Ashok S Ganguly Dr. Jagdish N Sheth M K Sharma Narayanan Vaghul Ireena Vittal Vyomesh Joshi William Arthur Owens Dr. Patrick J Ennis Patrick Dupuis 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) 25440051 Website: http://www.wipro.com DODDAKANNELLI, SARJAPUR ROAD, BENGALURU - 560035, INDIA CIN: L32102KA1945PLC020800 | Email: info@wipro.com WWW.WIPRO.COM 

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