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
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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
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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
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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
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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
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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
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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.
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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
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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.
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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
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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
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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.
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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.
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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
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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.
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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
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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
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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
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c
e
D
-
1
6
1
-
n
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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
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214
Annual Report 2015-16
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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
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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
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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.
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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
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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
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