15.25 mm Spine
Doddakannelli, Sarjapur Road, Bengaluru - 560035, India
CIN: L32102KA1945PLC020800 | Email: info@wipro.com
www.wipro.com
#BeTheNew
Annual Report
2016 - 17
15.25 mm Spine
Corporate
information
Board of Directors
Azim H Premji – Chairman
Abidali Z Neemuchwala
Rishad Premji
Narayanan Vaghul
Dr. Ashok S Ganguly
William Arthur Owens
M K Sharma
Ireena Vittal
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
Index
Overview of the report
About Wipro
Defining new
Key performance highlights
Sustainability highlights
Chairman’s letter to the stakeholders
CEO’s letter to the stakeholders
Board of Directors
Management discussion and analysis
Industry and business overview
Business strategy
Business model
Good governance and management practices
Capitals and value creation
Financial capital
Human capital
Intellectual capital
Social and relationship capital
Natural capital
01
02
04
08
10
12
14
18
24
25
Board’s Report
Corporate Governance Report
Financial Statements
Standalone Financial Statements
under Ind AS
Consolidated Financial Statements
under Ind AS
Consolidated Financial Statements
under IFRS
Business Responsibility Report
26
Glossary
65
112
130
193
266
319
327
30
35
37
39
46
53
54
59
Certain statements in this annual report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties
that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements
include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, revenue and profits, our ability to generate and manage growth,
intense competition in IT services, our ability to maintain our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals,
time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international
operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate
potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal
governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual
property, and general economic conditions affecting our business and industry. Additional risks that could affect our future operating results are more fully
described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make
additional written and oral forward-looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission
and our reports to shareholders. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf.
Overview of
the report
The 2015-16 Annual Report was our maiden attempt at aligning our Management Discussion &
Analysis to the principles of International Integrated Reporting Framework (referred to as
framework) developed by the International Integrated Reporting Council (IIRC). For 2016-17 Annual
Report, we continue to use the same reporting framework.
The report complies with financial and statutory data requirements of the Companies Act, 2013
(including the Rules made thereunder and Accounting Standards), the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial
Standards.
The topics covered in the Management Discussion and Analysis section of the report were
identified through a materiality determination exercise and is applicable for the period April 1, 2016
to March 31, 2017. The methodology followed is detailed in our Sustainability Report that can be
accessed at http://wiprosustainabilityreport.com/15-16/?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/15-16/?q=wipro-and-its-stakeholders
Integrated approach
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 provides a consolidated perspective of
economic, social and environmental aspects material to
our strategy and our ability to create and sustain value
for our key stakeholders. The resources and relationships
used and affected by an organization collectively referred
to as “the capitals” - financial, manufactured, intellectual,
human, social & relationships and natural capitals form the
essence of the MD&A*.
*Manufactured capital is not covered separately in this report since it not
material to IT services business
1
About
Wipro
2
Wipro Limited (NYSE: WIT, BSE: 507685,
NSE: WIPRO)
leading global
is a
information technology, consulting and
business process services company.
We harness the power of cognitive
computing,
hyper-automation,
robotics, cloud, analytics and emerging
technologies to help our clients adapt
to the digital world and make them
successful. A company recognized
globally for its comprehensive portfolio
of services, strong commitment to
sustainability and good corporate
citizenship, we have over 160,000
dedicated employees serving clients
across six continents. Together, we
discover ideas and connect the dots to
build a better and bold new future.
We began our business as a vegetable
oil manufacturer in 1945 at Amalner,
a small town in Western India and
into soaps and
thereafter, forayed
other consumer care products. During
the early 1980s, we entered the Indian
IT
industry by manufacturing and
selling mini computers. In the 1990s,
we leveraged our hardware R&D design
and software development expertise
and began offering software services
to global clients. In 2013, we demerged
the non-IT Diversified Businesses.
With a track record of over 25 years
in IT Services, we are, today, focused
entirely on the global
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
www.wipro.com
information, please visit
Values
The Spirit of Wipro is the core of Wipro. These are our Values. It is about who we
are. It is our character. It is reflected consistently in all our behavior. The Spirit is
deeply rooted in the unchanging essence of Wipro. It also embraces what we must
aspire to be. It is the indivisible synthesis of the four values. The Spirit is a beacon.
It is what gives us direction and a clear sense of purpose. It energizes us and is the
touchstone for all that we do. We recently rearticulated the Spirit of Wipro.
Spirit of Wipro
Be passionate about clients’ success
Be passionate about clients’ success. We succeed when we make our clients
successful. We collaborate to sharpen our insights and amplify this success. We
execute with excellence. Always.
Treat each person with respect
We treat every human being with respect. We nurture an open environment where
people are encouraged to learn, share and grow. We embrace diversity of thought,
of cultures, and of people.
Be global and responsible
We will be global in our thinking and our actions. We are responsible citizens of
the world. We are energized by the deep connectedness between people, ideas,
communities and the environment.
Unyielding integrity in everything we do
Integrity is our core and is the basis of everything. It is about following the law,
but it’s more. It is about delivering on our commitments. It is about honesty and
fairness in action. It is about being ethical beyond any doubt, in the toughest of
circumstances.
3
Defining
new
What does it mean to be new?
Scripting a strategy for any industry without casting technology in the lead role is
unthinkable today. With decades of experience in creating and running technology
infrastructure in dozens of industries in thousands of engagements, it is only natural
that our clients look to us to translate their strategic ideas to reality.
Wipro has been working with clients across industries to make their strategies real.
As our clients set the course and navigate change, they take on new challenges
from redesigning customer experience, inventing new business models and creating
entirely new revenue streams– Wipro’s insights and ability to deliver have been
invaluable assets to them to solve complex problems, on enterprise scale.
On one hand, we have connected thousands of on-road vehicles via the cloud to
complex analytics and streamline maintenance activities, and on the other, we have
helped design neo-natal care equipment to improve life chances of premature babies.
We have helped industrial clients connect their factory floors and field equipment to
provide entirely new services to customers and optimize inventories.
Our success in playing the role of an agile and knowledgeable partner is due to
the deep knowledge of the industries we operate in and our expertise across the
technology stack. What sets Wipro apart is its ability to formulate an integrated
perspective across markets and technologies and deliver with relentless focus on
excellence.
How did we get here?
We set our goal to transform into a future-focused company that harnesses the power
of digital and Artificial Intelligence (AI) to serve our clients as only Wipro can – by
being passionate about our clients’ success. We then looked at what sort of future
talent and capabilities we needed, what tools we required to transform, and what
sort of market access was necessary to grow – bearing in mind that we had to work
quickly to deliver this change.
Transforming for the future
We have laid out a clear bimodal strategic theme last year: to help our clients Drive
the Future (Change Strategy) of their businesses and to Modernize the Core of our
clients’ businesses (Run Strategy).
In order to do this, we identified clear client service tracks for the organization to focus
on, based on client feedback. Over the course of the last year, we emphasized digital
services, scaling up and consolidating our consulting capabilities, strengthening
innovation through Intellectual Property (IP) and IP-led offerings and our portfolio of
integrated services, nurturing our alliances and making strategic investments in our
partner ecosystem, and by creating more localized teams.
4
5
For instance, on the digital front, Wipro Digital, while only three years old, continues to impress industry
analysts and clients, and in Q4 FY 17 it constituted 22.1 percent of our revenues. Wipro’s end-to-end
value-chain means Wipro can ‘connect-the-dots’ across the needs of our clients’ customers, our clients’
strategy, digital design and technology capability and deliver business value to our clients.
We have also consolidated and scaled up our Consulting arm at Wipro. Wipro’s Consulting arm provides
deep domain expertise along with world-class business strategy and governance experience to help
our clients at every step of their transformation journey, from designing the solution to delivering and
measuring results.
On the IP front, we have invested in products, platforms, frameworks and solutions centered around
Wipro HOLMES Artificial Intelligence PlatformTM (HOLMES). In the last fiscal, the number of patents
we held (and applied for) increased by over 50 percent. Innovation is critical to our work, but equally
important is simplification: deploying HOLMES’ capabilities to drastically change and simplify the IT
delivery model.
In offering our clients a superior delivery experience, our Integrated Services focus has a mandate to
provide end-to-end integrated technology solutions.
In the last 18 months we have invested over USD 1 billion dollars in acquisitions. We have invested
in innovative business models like BPaaS (Business Process as a Service), which integrates across
IT Infrastructure, Application Platforms and Business Operations, and gives our clients flexibility and
value through consumption-based pricing. We made a strategic acquisition of Appirio, the leader in
cloud applications, to bolster our Cloud application services, and it has led to a number of new joint
client engagements.
Our venture capital arm, Wipro Ventures, has made four new startup investments in fiscal 2017 to bring
our clients new technologies that are reshaping the future of enterprises, especially in Cybersecurity,
Customer Care Automation, Business Process Automation and Big Data Lifecycle Management.
Investments in new technologies are also being nurtured within Wipro through the Horizon program,
to incubate thinking in Artificial Intelligence (AI), Cybersecurity, Digital, Industry 4.0, Internet of Things
(IoT), and Software Defined Everything (SDx).
All these initiatives were implemented to underscore our ambition to transform our services for a
new world. Critical to this was ensuring that even with our directional change towards new digital
technologies and service models, we remained committed to core service excellence. This meant
enhancing our service presence in all our key markets by setting up local delivery centers engaging the
local community – in hiring and in sustainability initiatives.
Our New Brand
Once the transformation was underway, we began to take feedback from our clients to understand if
we were living out the promise of Wipro’s brand in the work we do. We discovered that our clients count
on us to help them run and transform their businesses. They appreciate our ability to connect the dots
for them by bringing together deep technology and domain expertise, and applying insights from across
industries. They value our integrated, end-to-end capabilities and services with a “one team” approach,
and want to see more of this. Most importantly, they like the fact that we keep our client’s and their
customers’ at the heart of our work.
6
In light of all these new initiatives and the prospect of end-
to-end transformation, we felt strongly that change must
not be limited to inside out, but also from the outside in.
This means that our brand promise and our transformation
journey – lived out by our people and our work – must also
be seen by the broader world in a new light. We present our
new logo on the cover of this Report. The new logo is not just
a logo, but a testament to the way we are evolving our values
and our brand promise.
to bring
a pioneering,
Wipro’s brand promises
entrepreneurial,
innovative spirit to solve our clients’
complex business problems. We believe that the energy we
gain from building the deep connectedness between people,
ideas, communities and the environment should drive us to
keep transforming and to help our clients.
This connectedness is the driving force behind Wipro’s new brand logo, and we are delighted to present
it to you in this Annual Report. The new Wipro logo is a bold and dynamic signature that proudly
headlines the vision we pursue for our company and all those we serve. We believe it embodies a sense
of fluidity, resourcefulness, optimism and creativity in our work approach. The simplicity of the brand
signals vibrancy, connectedness, awareness and an outwardly moving focus. It builds on the universal
shape of the circle, with radiating dots around Wipro’s name that suggest the many connections we
create for our clients to help them expand their possibilities. Together, with our name, the new logo
conveys a sense of outward motion, propelling us into a future that we define with our clients.
Revisiting the Spirit of Wipro
Our new brand helps us drive closer relationship with our clients. It is an apt visual expression of why
we exist, which is to amplify our client’s success. More importantly, it marks a behavioral and cultural
shift in our employees who are the bedrock of Wipro and embody the Spirit of Wipro.
Our organization – and our people – are now truly global in the places we live and the ways in which we
think and collaborate. It was important to us that the new brand identity reflect a re articulated Spirit
of Wipro in this diverse but deeply connected, digital world.
The re articulated Spirit of Wipro resonates with our new identity. It is the indivisible synthesis of four
values:
Be passionate about clients’ success
Treat each person with respect
Be global and responsible
•
•
•
• Unyielding integrity in everything we do
Our values are deep rooted in who we are which reflects in our character. At Wipro, we believe that these
four values must manifest in our behavior and our interactions with colleagues and clients. The Spirit of
Wipro is our own lighthouse: to give us a clear sense of purpose and be a touchstone for all that we do.
With our transformed organization, our new brand identity and the re articulated Spirit of Wipro, we aim
to become the energy source that powers our clients’ success, and as a result, Wipro’s success.
We offer an invitation to you to join us in a future that’s better and bolder – and even more beautiful –
than what has ever been imagined.
7
Key performance
highlights
Financial
capital
`
Financial performance
(Figures in ` Million except
otherwise stated)
2012-13
2013-14
2014-15
2015-16#
2016-17
Revenue@
376,882
437,628
473,182
516,307
554,179
Profit before Depreciation, Amortisation, Interest
and Tax
Depreciation and Amortisation
Profit before Interest and Tax
Profit before Tax
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
Gross cash (A)
Total Debt (B)
Net Cash (A-B)
Property, Plant and Equipment (C)
Intangible Assets (D)
Property, Plant and Equipment and
Intangible Assets (C+D)
Goodwill
Net Current Assets
Capital Employed
Shareholding related
Number of Shareholders*
Market Price Per Share (`)**
79,885
100,460
108,246
111,825
116,986
9,913
69,972
78,596
16,912
11,106
89,354
12,823
95,423
14,965
96,860
23,107
93,879
101,005
111,683
114,933
110,356
22,600
24,624
25,366
25,213
61,362
77,967
86,528
89,075
84,895
25.01
24.95
31.76
31.66
35.25
35.13
36.26
36.18
34.96
34.85
4,926
4,932
4,937
4,941
4,861
284,983
344,886
409,628
467,384
522,695
163,469
187,258
251,048
303,293
344,740
63,816
99,653
50,525
1,714
51,592
78,913
125,221
142,412
135,666
172,135
178,072
202,328
51,449
1,936
54,206
7,931
64,952
15,841
69,794
15,922
52,239
53,385
62,137
80,793
85,716
54,756
63,422
68,078
101,991
125,796
162,663
218,534
272,463
284,264
309,355
348,799
396,478
488,538
592,605
665,107
213,603
210,471
213,588
227,369
241,154
437.15
543.20
628.85
564.25
515.70
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
@ Revenue is aggregate revenue for the purpose of segment reporting including the impact of exchange rate fluctuations
# We elected to early- adopt IFRS 9, Financial Instruments effective April 1, 2016 with retrospective application from April 2015. Comparative financials reflect correspondingly.
## Not adjusted for the proposed bonus issue.
8
Intellectual
capital
R&D expenses
`3,338 Mn.
Patents filed
603
up from
514
Cumulative spend in
startups
$ 24.5 Mn.
Patents applied and
held till date
1,662
Investments
in new startups
4
Gross
utilization ratio
71.5%
Employees with
disability
334
Human
capital
Headcount
IT Services
181,482
Number of
nationalities
100+
Natural
capital
Women
employees
33%
(up from 32%)
Employees
trained on
digital skills in
FY17
39,000+
Number of
beneficiaries
120,000
Community
partners
70+
Net Promoter
Score
740
basis point
increase YoY
Social and
relationship
capital
Active
customers
1,323
(up from 1,223 in
FY16)
Revenue generated
from existing
customers
98%
CSR spend
`1,863 Mn.
Mixed Solid Waste and
Landfill intensity
Reduced to
half from 2013
baseline
Biodiversity
240+ Native
species in a
campus
Freshwater
reduction
152 Mn.
Litres
GHG emissions
reduction
11,000 tons
of CO2 eq.
9
Sustainability
highlights
A sustainable,
empowering workplace
Sustained use of Yammer as the enterprise
social networking platform; Over 109,000+
users with 9,400+ groups
Engagement scores in the Employee
Perception Survey (EPS) 2016 increased by
12.5 basis points compare to EPS 2015
Wipro won Innovative Policies &
Practices for Persons with Disabilities
Award 2017 by Zero Project, Vienna.
Wipro won the prestigious ATD
(Association for Talent Development)
BEST* Award for 2016
32,000+ employees enrolled on TopGear,
Social learning platform
2,000+ participants have been covered through
the One Voice Program
2,000+ delivery leaders from strategic accounts
underwent two programs called
“WinMore - Account Mining for Growth” &
ADROIT – for Behavioral Transformation
Reducing our
ecological impact
Per employee water consumption shows
13.5% reduction from 1.295 in 2015-16
38% of water recycled in 2016-17
compared to 32% in 2015-16
CO2
Global emissions intensity decreased by
more than 10% to 1.58 tons per person per annum
93.3% of total waste from IT India operations
recycled or reused
Completed our second biodiversity
project in Pune which includes 5
thematic gardens – aesthetic and
palm garden, spring garden, Ficus
garden, spice and fruit garden
Renewable Energy constitutes of 33% of our total
office space energy consumption
Energy savings due to server virtualization increased
by 35%
Air travel footprint reduction (distance as well as
emissions) of over 19%
Energy
Intensity
(Tons of CO2 Equiv. per Sq. Mt. per annum)
GHG Intensity for offices
energy consumption
(Tons of CO2 Equiv. per Sq. Mt. per annum)
196
189
195
130
122
128
160
120
80
40
0
2014-15
2015-16
2016-17
2014-15
2015-16
2016-17
200
150
100
50
0
10
Customer
stewardship
•
•
•
Received the Citi Lean partner award
for 2015 in recognition of high levels
of service and performance
Recognised as “Best Collaboration Partner” by
LTA, Singapore at the Land Transport Excellence
Awards 2016
Sustainability assessments front ended by
customers: Ecovadis – CSR rating of “Gold”
and Verego – “Best in Class”
across five areas
Wipro Earthian
•
•
•
Increased reach to 2,000 schools, 1,500
colleges and 2,200 teachers in 45 districts across
21 states
11 Wipro earthian ‘Sustainability Learning corners’
have been set up in 11 schools across India.
The first Western region sustainability symposium for
educators hosted in Ahmedabad in October, 2016 with
participation from 35 faculty
• Conducted 4 Wipro earthian sustainability quizzes with a
total participation from 360 teams and 720 students
Wipro Science Education Fellowship Program
in the U.S.A.
• Collaboration with UMass, Boston, Michigan State
University, Mercy College and University of North Texas
• Works with over 250 teachers across 20 school
districts go through a 2-3 year fellowship
Recognitions
• Wipro recognized as member of Dow Jones
Sustainability Index (DJSI), World for the seventh
time in a row. Wipro is also a member of the DJSI
Emerging Markets Index
• Wipro features in the A List of CDP’s global report as
well as the India Climate Change Report 2016
• Wipro recognized as one of the 100 most sustainable
corporations in Asia in the 2016 Channel NewsAsia
Sustainability Ranking
• Wipro selected as a member of the Vigeo Eiris
Emerging Market Sustainability Index (the 70 most
advanced companies in the Emerging Market Region)
• Wipro named as a World’s Most Ethical Companies by
the Ethisphere Institute for the 5th successive year
• Wipro Ltd received ‘A’ Rating with a PLATINUM
Sustainable Plus Label from CII
Beyond the boundary
education & community care
Wipro Education
Continued support to 23 organizations through programmatic
grants, one-time grants, fellowships and publications
19 new organizations have been supported this year
16th Partner’s Forum on organizational sharing held in April 2016
Wipro Cares
Nearly 70,000 children of migrant laborers working in construction
sites in the city benefitted from our 20 education projects in 8
states
‘Children with Disability’ program supports the educational and
rehabilitative needs of 4,200 underprivileged children through 12
projects in 6 states
Through 3 projects, an aggregate of over 40,000 people get access
to primary health care
Project in urban solid waste management in Bangalore provides
social, nutritional and health security to nearly 2,700 workers in the
informal sector of waste
•
•
•
•
•
•
•
11
Chairman’s
letter to the
stakeholders
Dear Stakeholders,
In May 2017, we introduced the new Brand identity of Wipro and
rearticulated our Values, the Spirit of Wipro. The year also marks
the 70th anniversary of Wipro’s listing on the stock exchange.
Global political uncertainty weighed on business sentiment in
2016, impacting the IT Services industry. In the fiscal year 2016-
17, Gross Revenues of Wipro grew by 7.4%.
International Monetary Fund expects economic activity to pick
up through 2017 in both Advanced Economies as well as the
Emerging Markets, but pockets of weaknesses remain. Wipro
faces this changing environment with optimism.
In my letter last year, I touched upon the pervasive change that
businesses were experiencing. Over the last year, we saw further
evidence of a drastic change in expectations and experiences of
consumers and business models. Digital is the central element
driving this change. We believe that IT Services companies are
key to delivering Digital to enterprises.
At Wipro, we strongly believe that our success will depend on
our ability to redefine and align ourselves with the new global
paradigms and the disruptive developments in our industry. In
this context, we have made significant investments, organic and
inorganic, and developed capabilities to serve our clients.
Our clients profoundly value our capacity to meld our deep
technology and domain expertise for solutions across a very
wide range of their business needs. This is complemented by
our capability to draw and apply insights from across industries,
to deliver with consistent excellence and integrated end-to-end
capabilities and services.
Brand Identity and Spirit of Wipro
Our earlier brand identity has been an enormous source of
strength for us since 1998, and so has the previous articulation
of our values, the Spirit of Wipro, from 2006. So, the introduction
of the new identity and the rearticulated Spirit of Wipro, is a rare
and important occasion.
12
The creation of intellectual capital results from investments
in human capital. Last year we trained over 39,000
employees in Digital technologies. Our investments in
emerging technology spaces of Artificial Intelligence, Data
Analytics and Digital resulted in 603 patents last year alone.
Our work in school education, community care and ecology
enhances social and natural capital. The Wipro Science
Education Fellowship for teachers in the US has now
expanded to the city of Dallas, while we continue to work
closely with teachers in Boston, Chicago, New Jersey and
New York.
We are making very satisfactory progress on all our
Sustainability Goals. The fact that 38% of all our water
requirements is met through recycling helps preserve a
precious natural resource. In combination with improvements
in water efficiency, we saved nearly 500 million liters of water
last year. These water efficiency initiatives reduce pressure
on freshwater resources and pares energy consumption. In
2016-17, our absolute greenhouse gas emissions reduced by
nearly 30,000 tons. This was driven by our renewable energy
footprint which stands at 25% of our overall electricity
consumption and investments in energy efficiency. We will
continue to vigorously drive both these dimensions in line
with our defined targets for 2020.
Our new brand
identity resonates deeply with this
fundamental approach of value creation on multiple
dimensions, reflected
in the energetic and organic
integration of diversity in the identity.
And at our core, is the Spirit of Wipro, which directly guides
us to be responsible as a global citizen of this planet.
Let me end by thanking you and all our stakeholders, for the
trust and faith that you repose in us.
Very Sincerely,
Azim Premji
June 17, 2017
Wipro has been built by an unflinching commitment to
values. And our Brand identity has been a clear visual
representation of what we do for our clients, what we mean
to them, and so in a deep sense why we exist.
Our new brand identity is energizing and exciting. It is a very
apt visual expression of why we exist: to amplify our client’s
success.
identity reflects our transformation
in the
The new
enormously diverse, yet deeply connected world.
It
captures our expanding ability to generate insights from
interconnected perspectives. And to bring these insights to
bear directly on innovations which drive our clients’ business
success.
The Spirit of Wipro energizes us to make this happen. The
rearticulated Spirit is deeply resonant with the new identity.
It reflects our transformation, yet remains firmly rooted in
who we are and have been.
This is as it must be, because the Spirit of Wipro is the core
of Wipro. It is our character. It is the unchanging essence of
Wipro, while embracing what we must aspire to be. It is for
this that the Spirit of Wipro is our beacon. With our vibrant
new brand identity and the rearticulated Spirit of Wipro, I see
enormous source of energy to power success: the success of
our clients, the success of our employees, the success of our
stakeholders and therefore the success of Wipro.
Stakeholder Value
We continually strive to enhance value for investors. The
trust that our clients place in us is at the heart of this.
We have a philosophy of providing regular and stable payout
to investors and prudently evaluate capital allocation
decisions, in the interest of building long term stakeholder
value.
Consistent with this approach, we announced a bonus issue.
Shortly, the Board will also consider a proposal to buyback
equity shares of the company.
The value that a company creates for its stakeholders is not
just financial but also social, environmental, intellectual
and human. For example, companies create social value by
investing in employee skilling and development, through
its products and services and through the relationships it
builds with its customers and suppliers.
Social value is also created when companies engage
with its communities and work on some of society’s most
pressing issues. It creates environmental value by being
more ecologically sustainable. Continuing from last year,
a predominant theme of our report this year is on how we
create value on the five dimensions of financial, human,
social, natural and intellectual capital.
13
CEO’s
letter to the
stakeholders
Dear Stakeholders,
The business landscape has seen rapid changes in recent years. Winning in
today’s world requires new business models, agile ways of working and a fresh
strategy, design and technology vision. We believe that growth opportunities are
vast for those who make a successful transition to the New business models and
align harmoniously with the New ways of working.
It has been a little over a year since Wipro embarked on a transformation journey.
Let me give you an update on our transformation and the underlying strategy, that
I articulated, last year.
Our strategy is based on two themes – help our clients’ Drive the Future of their
businesses (Change Strategy) and Modernize the Core of our clients’ business
(Run Strategy)
Strategy update
Drive the future (CHANGE) – We are driving the CHANGE strategy through the
following key themes:
Digital & Advisory
Wipro Digital has scaled significantly since its inception. Clients understand
our differentiated value proposition which brings together advisory, design and
technology to drive digital transformation. We have consolidated, scaled up our
Consulting arm and aligned it with Digital. This end-to-end digital value-chain
enables us to ‘connect-the-dots’ across the needs of our clients’ customers, our
clients’ strategy, digital design and technology capability and deliver business
value to our clients.
Clients are moving from experimental projects in digital to large transformational
deals and Wipro is positioned very favorably. The best example is our large Digital
transformation engagement with one of the Top 10 banks in Europe where Wipro’s
brief is to deliver the complete digital portfolio for the bank. Wipro will conceive,
design and build the solutions that deliver user experience for the bank’s
consumers. In FY17, Digital eco-system grew from 17.5% of revenues in Q1 to
22.1% in Q4.
14
Automation & IP
HOLMES: Wipro HOLMES Artificial Intelligence PlatformTM (HOLMES), our
automation platform, continues to be a differentiator at the marketplace. We are
scaling the deployment of HOLMES, across our clients.
HOLMES for IT is a focused initiative for us to improve not only the delivery
productivity, but also drive a new way to work as we foresee cognitive and Robotic
Process Automation (“RPA”) drastically changing the traditional IT delivery
model. In FY17, we generated productivity worth over 12,000 persons across
140+ customer engagements by leveraging next generation delivery practices
and deploying over 1,800 cumulative instances of HOLMES bots in the areas of
application development, maintenance and infrastructure services.
HOLMES for Business is focused on solving use cases in areas such as compliance,
onboarding, customer service, supply chain and anomaly detection, with a strong
focus on building industry-specific solutions. HOLMES continues to receive
strong adoption, with several customers across diverse industry segments.
In FY17, we also set up a dedicated unit to drive non-linear revenues through
investments in Intellectual Property in the form of products, platforms,
frameworks and solutions. This has led to an increase in patents that we hold. In
the last fiscal, the number of patents we held (and applied for) increased by over
50 percent to 1,662.
Partner Eco-system
M&A: In the last 18 months, we have invested over $1 Bn in acquisitions. In
February 2016, we acquired Healthplan Services, a BPaaS company operating
in the US healthcare market. While we are excited about the technology and
long-term potential, current uncertainty over US healthcare reforms are causing
headwinds in the business. In 2016-17, we completed the acquisition of Appirio,
a leader in cloud application services. With Appirio, Wipro is positioned amongst
the top Cloud application service provider globally. I am happy to report that in
the brief period post-acquisition, Wipro & Appirio have notched up numerous
synergistic deal wins. In April 2017, we acquired Infoserver, a Brazilian company
that enhances our footprint in the growth market of Latin America.
Ventures: In FY17, Wipro Ventures made four investments. As of March 31, 2017
we held 9 such investments with a cumulative spend of $ 24.5 million in start-
ups working in technologies that are reshaping the future of enterprises. Together
with our investee companies, we now have 10 joint commercial engagements in
Security, Customer Care Automation, Business Process Automation and Big Data
Lifecycle Management.
Alliances: We continue to be premier partners to many global IT companies
and have received several awards from our alliance partner ecosystem for our
capabilities and innovations. As an example of innovation, Wipro, co-innovated
with a leading product vendor in agile cost structure for what was traditionally a
capex intensive transformation.
Horizon: The Wipro intrapreneurship program, Horizon program, incubated 15
ideas in areas such as Artificial Intelligence, Cybersecurity, Digital, Industry 4.0,
IOT & Software Defined during the year.
15
Industry Analysts: I am glad to inform you that Wipro has received several
recognitions from industry analysts in recent quarters. Wipro has been recognized
as a ‘Leader’ in 52 analyst reports in FY17, that is more than two fold increase over
the past 3 years.
Modernize the Core (RUN) - We continue to drive market share in our core
businesses through the following key themes:
Client Mining
We set up a dedicated Integrated Services Group with the mandate of integrating
end-to-end technology solutions from multiple service lines like Applications,
Infrastructure services and Analytics and create a synergistic offering to our
clients. We are also investing in innovative business models like BPaaS (Business
Process as a Service) that integrates IT Infrastructure, Application Platforms and
Business Operations and provides consumption based pricing to our clients. The
value we deliver from the insights drawn across service lines is significant to our
clients. Our initiatives to put together our offerings as Integrated Services and the
delivery experience is delighting our customers.
In FY17, we received many client recognitions. For instance, Wipro received the
Citi Lean Partner award from Citibank, in recognition of its high levels of service
and performance. Our Net Promoter Scores (NPS) improved 740 basis points in
FY17 over FY16, reaffirming the trust our clients have reposed in us.
Our pipeline grew significantly in FY17 led by our mining efforts. A growing part of
our pipeline consists of integrated deals and this is translating into wins.
Localization
FY17 saw immense progress in localization in all our key markets. In the US, we
invested significantly in acquiring capabilities, increased hiring, set up delivery
centers and focused our sustainability initiatives specifically in the area of
education. In FY17, Wipro added two more major multi-client delivery centers in
Mountain View, California and Farmington Hills, Michigan. During the year, over
3,000 local employees joined Wipro in the US and today, Wipro has a workforce of
over 14,000 in the US. We are driving increased localization and expect to have
a majority of our US workforce as local employees soon. Similarly, we are making
good progress on localization initiatives in UK, Singapore, Middle East and other
parts of the world.
Our investments in key geographies of potential such as Continental Europe,
Latin America and South Africa are in line with our long-term plans to harness
opportunities in these growth economies. These investments are not merely
financial in nature but are part of our strategy to invest in talent in the region to
drive growth.
Employees
We provide ample opportunities for employees to upskill and grow their careers.
Our learning & development programs have been well-received. For instance,
we trained over 39,000 employees on Digital skills in FY17, well ahead of our
earlier planned target. Overall, we now have over 60,000 technical employees
trained on Digital skills. In fact, our Employee Perception Survey 2016, showed an
improvement of 12.5 percentage points in terms of overall employee satisfaction
with a significant criterion in the survey being employees’ perception of sufficient
16
with a significant criterion in the survey being employees’ perception of sufficient
opportunities to learn and grow in Wipro.
Last year, I had mentioned that Enterprise transformations of the magnitude
Wipro is undergoing, need intervention programs focused on behavior and new
ways of working. I am happy to report that over FY17, various internal learning
initiatives such as OneVoice, ADROIT, PRISM, WinMore, TopGear focused at
various employee segments across sales, delivery, middle management, bench,
technology and domain teams have been well accepted. For example, over 32,000
employees have enrolled on TopGear, the social learning & crowdsourcing platform,
and contributed to over 20,000 assignments and case studies and over 100 IP
Development projects. I am excited about the future of corporate crowd-sourcing
as I see it brings a sense of empowerment and a spirit of entrepreneurship to our
employees.
In FY17, we institutionalized the practice of quarterly employee appraisals. We
continue to drive a high-performance culture. We are aligning management
compensation more closely with organizational objectives and commitments and
rewarding higher performance disproportionately.
Brand
Over the last year, we spoke to a cross section of our stakeholders, including
our employees, clients, industry analysts, and advisors to understand what they
believe we excelled at and what we could do better.
The insights were heartening. Our clients count on us to help them run and
transform their businesses. They appreciate our ability to help them connect the
dots by bringing together broad and deep technology and domain expertise. They
complimented our capability to draw and apply insights from across industries.
They value our “One Wipro” approach and our skill to provide integrated, end-
to-end capabilities and services. They endorsed our track record of delivering
excellence consistently.
In light of all the new initiatives that we outlined as part of the strategy update
and the prospect of end-to-end transformation, we felt strongly that this journey
called for a new visual identity. In May 2017, we unveiled our new brand identity.
The new logo represents the way we “connect the dots” for our clients– now seen
through a digital lens for a digital world. It embodies the positive energy that
Wiproites bring – individually and collectively.
In this period of transformation to a digital world, our vision remains steadfast
- 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.
In our journey in delivering the vision, I wish to thank our shareholders for their
investment as well as look forward to their continued support.
Very Sincerely,
Abidali Z Neemuchwala
June 17, 2017
17
Board of Directors
Rishad Premji - Chief Strategy Officer & Member of the Board
Narayanan Vaghul - Independent Director
Dr. Ashok S Ganguly - Independent Director
Ireena Vittal - Independent Director
Azim H Premji - Executive Chairman
Abidali Z Neemuchwala - CEO & Member of the Board
18
William Arthur Owens - Independent Director
Dr. Patrick J Ennis - Independent Director
M K Sharma - Independent Director
Patrick Dupuis - Independent Director
Names listed, from left to right
19
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 $ 8.5 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
(P) Limited, Wipro GE Health Care Private 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 six 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 and support to vulnerable groups, 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. Mr. Premji is the father
of Mr. Rishad A. Premji, who is the Executive Director and Chief Strategy Officer of the Company.
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 and 3) Apollo Hospitals Enterprise Limited. 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 also 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 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 his contribution to the Corporate Governance by the Institute of Company Secretaries in
2007.
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. Dr. Ganguly was formerly the Chairman of Hindustan Unilever Limited from 1980 to
20
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.
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 Vice Chairman,
Chief Executive Officer and Vice Chairman of the Board of Directors of Nortel Networks Corporation,
a global supplier of communications equipment from April 2004 to November 2005. Prior to that, Mr.
Owens served as Chairman and Chief Executive Officer of Teledesic LLC, a satellite communications
company from August 1998 to April 2004. During that same period, Mr. Owens also served as Chairman
and Chief Executive Officer of Teledesic 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 is a director of the following private companies: Humm Kombucha, a beverage company,
BlueDot which aims to form health-care and energy businesses from federal research laboratories,
Moon Express, and Viome a wellness as a service company. Owens is on the advisory board of the
following private companies: Platform Science, Sarcos, and Sierra Nevada Corporation. Owens is on the
board of trustees at East West Institute, Seattle University, and an advisor to the Fiscal Responsibility
Amendment (CFFRA) Association which aims to establish a balanced budget amendment to the US
Constitution. He is also a member of the Council of Foreign Relations. 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
21
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 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 the Chairman of the Risk Management Committee of Asian Paints Ltd. and the
Chairman 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 Indian Law Institute, Delhi. In 1999, he was nominated to attend the
Advance Management Program at Harvard Business School.
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 & Member of the Board
Rishad Premji, a full-time director since May 2015, is also the Chief Strategy Officer of the Company.
He also serves a member on our Strategy Committee and Administrative and Shareholder/Investor
Grievance Committee. As the Chief Strategy Officer, he is responsible for shaping the Company’s strategy
to drive sustained and profitable growth. In his role, Mr. Premji is also responsible for Investor Relations
and all Government relations activities of the Company. Mr. Premji is on the Board of Wipro Enterprises
(P) Limited, a leading player in FMCG & Infrastructure Engineering and Wipro-GE, a joint venture
between Wipro Enterprises (P) Limited and General Electric in the healthcare domain. Separately, he
is on the Boards of the Azim Premji Foundation, one of the largest not-for-profit initiatives in India,
and Azim Premji Philanthropic Initiatives, which provides grants to organizations that contribute to
social change. Prior to joining Wipro in 2007, Mr. 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 in the Insurance and Consumer Lending space and is a graduate
of GE’s Financial Management Program. Mr. Premji has an MBA from Harvard Business School and a
BA in Economics from Wesleyan University in the US. 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. Premji is the son of Mr. Azim Premji, the Chairman of the Board and
Managing Director.
22
Abidali Z Neemuchwala
Chief Executive Officer & Member of the Board
Abidali Z Neemuchwala has been 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. 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 (BPO) 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. Abid is on the board of the World Affairs Council of
Dallas Forth Worth, contributing in connecting the local community to the world. Mr. Neemuchwala
has a Masters 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.
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 frequently 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 also serves as a member of Our
Strategy Committee. Mr. Dupuis is a former Officer of global technology platform and payments leader,
PayPal Holdings, Inc. where he facilitated the company’s listing on Nasdaq in 2015 and its double-
digit global expansion as Chief Financial Officer, then SVP for Quality and Productivity. Prior to joining
Paypal, Mr Dupuis was Chief Financial Officer of Sitel, a leader in customer service and CFO of BJC
Healthcare, one of the largest non-profit health care organizations in the US. He started his career in
1984 at General Electric, where he held multiple executive positions over 20 years, including Head of
GE’s famed Audit Staff, Chief Financial Officer of BJC Healthcare and General Manager of GE Capital
International Services (now Genpact). Throughout his career, Mr Dupuis has been an enabler of growth,
transformation at scale and organization effectiveness. He is a committed coach and mentor for middle
and senior executives. He serves with a number of social organizations, including Board member and
Audit Chair for PayPal Giving Fund, a global platform that enables the distribution of charitable giving
from millions of donors to thousands of charities. Mr. Dupuis graduated from the École de Management
de Lyon in France.
23
Management discussion
and analysis
24
Industry overview
Business overview
IT Services
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. 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
to deliver high quality service on a global scale and at
competitive costs. We believe the IT Services industry has
significant growth potential.
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,
consulting and related support functions. According to
the Strategic Review 2017 of NASSCOM (the “NASSCOM
Report”) in FY17, IT export revenues, from India grew by
7.6%, to an estimated $117 billion.
services, business process
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. NASSCOM Report projects
the Indian technology and services industry to reach $200
billion to $225 billion in revenues by 2020 and over $350
billion by 2025, from a base of $154 billion in 2017.
IT Products
The key components of the hardware industry are servers,
desktops, notebooks and tablet computers, storage devices,
peripherals, printers and networking equipment. According
to the NASSCOM Report, the hardware segment of the
IT-Business Process Management exports from India is
estimated to be $14 billion in fiscal year 2017. The domestic
market in India is also estimated at $14 billion in fiscal
year 2017. Emergence of cloud computing technologies is
negatively affecting demand for IT products such as servers.
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
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.
immigration
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, an uncertain
economic environment and
restrictions
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 and Chief Risk
Officer. 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
including
information security and software products,
databases and operating systems. We have a diverse range
of clients, primarily in India and Middle East markets from
small and medium enterprises to large enterprises in all
major industries. We continue to 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.
25
Our vision
The vision for our business 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”. In doing business we seek to
emphasize our core values of being passionate about our
client’s success, treating each person with respect, being
global and responsible, and maintaining unyielding integrity
in everything we do. Our ambition for 2020 has set the
direction of our strategy.
Business strategy
Technology has become increasingly central and core
to enterprises across industry segments. In addition,
consumerization of IT has led to blurring of boundaries
between business needs and technology enablement.
This has led Wipro to place a strong focus on efficiency
in the “Run” side of our clients operations while also
driving transformation on the ”Change” side of our clients’
businesses. The “Run” Strategy is about “Modernizing the
Core” of our clients’ process and technology landscape, i.e.,
helping clients achieve significant efficiencies in their core
operations through various levers across our core market
segments. The ”Change” Strategy is about “Driving the
Future” and is focused on helping our clients drive Digital
transformation enabled by digital capabilities and assets
delivered by Wipro and its partner ecosystem.
Modernize the Core – the “Run” Strategy
1.
Integrated Services
Enterprises are looking for the right partner in helping them
with business outcomes. Traditionally, IT services have
evolved around a distinct set of services. In recent times,
the expectation from vendors is to solve client’s business
problems by leveraging domain knowledge, technology
expertise and
integration of multiple services. The
emergence of “as a Service” consumption models is leading
to a market demand for delivery of integrated services such
as Business Process as a Service (BPaaS).
We have given the dedicated Integrated Services Group
(ISG) the goal of
integrating end-to-end technology
solutions from multiple service lines like applications,
infrastructure services and analytics. Our focus is to build
integrated offerings across four key business themes:
Customer Experience, Business Acceleration, Simplified
and Sustained IT and Connected Ecosystem. In integrating
services to solve customer’s business problems, the unit
will consider reference architectures, selection of tools and
26
platforms, cost effectiveness of solution and best practices.
An example is Insights as a Service, which accelerates
Time-to-Insights using the Data Discovery Platform (“DDP”)
powered by advanced visualizations, models, accelerators
and algorithms and is offered as “Pay-Per-Use”.
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’s technology
landscape through consolidation, elimination, automation
and crowdsourcing. An example of one of our approaches
is the Framework for Application Services Transformation
(“FAST”). FAST covers the following:
• New age application (“app”) development
•
•
• Newer methodologies such as AgileBase and
App rationalization, optimization & modernization
Cloud app services
DevOps; and
• Next generation quality assurance, app support and
trust management
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.
We have set up a dedicated integrated unit called HOLMES
to drive hyper-automation across IT and Business operations
for our clients.
Wipro HOLMES Artificial Intelligence PlatformTM (HOLMES)
helps enterprises hyper-automate processes and helps
businesses by offloading specific cognitive tasks to the
Artificial Intelligence (“AI”) platform to gain cost efficiencies,
agility and enhanced user experience. HOLMES helps
businesses adopt a hybrid mode of operation (i.e., pairing
automation and human effort), which is achieved through a
combination of virtual agents, predictive systems, cognitive
process automation, visual computing applications,
knowledge virtualization and AI reasoning.
4. Partner Ecosystem
We have a dedicated unit to deepen and widen our Partner
ecosystem networks to drive creation of new markets and
solutions, expand in key verticals/geographies and drive Go-
to-Market (“GTM”) outcomes. We have classified Partner
Ecosystem in the following categories
•
Strategic Partners: Multiple product lines with
significant business volume and potential.
• Growth Partners: Single practice alliances.
• Niche Partners: Niche products with differentiated
solutions
5. Localization
We are driving localization initiatives in our key geographies
such as the United States, United Kingdom, Continental
Europe, Canada, Latin America, Africa, Asia-Pacific and
the Middle East. We believe that commitment to these
geographies is important in growing our business. We
expect an increase in the percentage of our global workforce
comprised of local employees and consultants and diversity
is a key strategic priority as part of our globalization efforts.
Our localization strategy is based on the following:
•
• Mergers and Acquisitions: In the United States, our
acquisitions of HPS and Appirio have enhanced our
local presence. In Continental Europe, we enhanced
our local presence through the acquisition of
Cellent AG, an IT Services company serving
Germany, Austria and Switzerland.
Local Delivery and Digital Centers: We are enhancing
local delivery capability at multiple locations . We
are investing dedicated efforts in growth markets
like Latin America, Canada and Africa.
Strategic Partnerships: We are strategically
partnering with local universities to drive local
hiring through campus recruitment and entering
into partnerships with local entities.
Local Leadership Talent: We also hire and develop
local leadership talent through various initiatives.
•
•
Driving the Future – the “Change” Strategy
6. Digital and Advisory
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. We are doing this by deploying
an experience-focused and high-velocity capability at scale,
which gives our clients the ability to “sense and respond” to
the emerging needs of their customer. We have adopted a
five-pronged approach to drive Digital:
•
Significantly enhance market access with Digital as
a prime service line;
• Deliver design and engineering by amplifying impact
through Designit® and Buildit® platforms for
onshore-pod-based co-creation, rapid prototyping
and acceleration;
• Drive solutions, IP and Digital Center of Excellence
(“CoE”) by strengthening existing engagements,
horizontal offerings (e.g., cloud computing and
Internet of Things (“IoT”)) and service enablers,
creating disruptive solutions, IP and platforms and
developing new CoEs in areas such as marketing
technology, digitization, cloud development and
Outcome-based business constructs;
Scale talent through identified candidate pools,
•
continuous proactive hiring, increasing campus
hiring and scaling through Digital Academy for
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; and
Accelerate access to differentiated capabilities
in Digital skills – design, engineering, cloud,
cybersecurity, mobility and Digital marketing.
•
together
Our acquisition in the Digital and strategic design space,
Designit, has integrated well with our digital unit. Our clients
are beginning to see the benefits of design and engineering
working
remarkable customer
experiences at speed and at scale. The joint GTM is securing
synergy deal wins for us. For example, the design capability
combined with our technology skills helped us win a large
digital engagement with a global bank. In FY17, Digital eco-
system grew from 17.5% of revenues in Q1 to 22.1% in Q4.
to deliver
In the fiscal year ended March 31, 2017, we have trained
over 39,000 professionals in digital technologies. We are
expanding our innovation labs or digital pods to offer
enhanced transformation services to global customers.
Currently we have 14 digital pods spread across the globe
including in London, New York, Bangalore, Tokyo, Stockholm,
Bogota and Tel Aviv.
We have created a consulting ecosystem to consolidate and
leverage advisory capabilities housed within different units.
We are focused on delivering growth and improving quality
for our clients, thereby delivering impact to us through
growing business relationships and creating integrated
deals.
7. Non-Linearity
Given the need to address business challenges with speed
and to differentiate amongst service providers, we continue
to focus on IP development to drive non-linearity in our
business.
We have a significant thrust to drive non-linearity through
investments in IP in the form of platforms acquired through
acquisition of Gallagher Financial Systems Inc., Opus
Capital Markets Consultants LLC, HPS and ProMAX Systems,
Inc. and organically developed platforms such as HOLMES,
frameworks and solutions.
We have 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.
As part of this effort, we have increased our patent filings
significantly in the past few years and have developed a
business model that emphasizes our patent portfolio and
27
growth in our inventor base within the organization. Industry
analysts and rating organizations recognize the quality of
our intellectual property (“IP”) and we intend to continue
developing high quality inventions. Many of our patents are
in emerging technology areas and serve as a foundation for
many of our new technology platforms, including AI, IoT,
connected devices and autonomous vehicles.
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 tap the innovation ecosystem. Our ecosystem
strategy is defined around building and nurturing four types
of ecosystem plays through Start-up Partnerships, M&A,
Academia Partnerships and the Horizon Program.
Start-up Partnerships
As part of a start-up engagement model, we have invested
in building world-class partnerships through a $100 million
corporate venture capital fund, Wipro Ventures, aimed at
investing in cutting edge start-ups in areas such as Digital,
IoT, Big Data, Open Source, Cybersecurity, Fintech and
Security, Supplier Collaboration Platform and AI. During the
fiscal year ended March 31, 2017, Wipro Ventures has seen
strong traction and scale. As of March 31, 2017 we hold 9
such investments with a cumulative spend of $24.5 million
in start-ups working in Big Data and Analytics (Talena, Inc.),
AI (Vicarious FPC, Inc., Investments through TLV partners),
IoT (Altizon Systems Pvt Ltd), Mobility (Avaamo Inc.), Supplier
Collaboration Platform (Tradeshift Inc.), Fintech and Security
(Vectra Networks Inc., Emailage Corp., IntSights Cyber
Intelligence Ltd.) – technologies that are reshaping the
future of enterprises.
M&A
Acquisitions are a key enabler for us and drive our capability
to build industry domain, strengthen our presence in
emerging technology areas including Digital, and increase
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 footprint in certain
large customers and pursue select business opportunities.
During the year we consummated the acquisition of Appirio.
Appirio is a leader in cloud services and brings significant
partnerships with Salesforce.com, Inc. and Workday, Inc.
as well as ecosystem partners such as ServiceMax, Inc.,
Google Inc., Medallia, Inc. and Cornerstone OnDemand Inc.
Its talented team and strong crowdsourcing community
(called Topcoder) are strategic assets. Topcoder is a leading
crowdsourcing marketplace which connects over a million
designers, developers and data scientists around the
world with customers via online computer programming
competitions hosted on its platform. With over 1,250
28
employees, over 700 of which are based in the U.S., they
have a presence in Indianapolis, San Francisco, Dublin,
London, Jaipur and Tokyo. Appirio has differentiated assets
in Customer Relationship Management (“CRM”), Customer
Experience and Human Capital Management (“HCM”),
including a strong base of enterprise clients.
We have also consummated the acquisition of InfoSERVER
S.A. during April 2017. InfoSERVER is a Brazilian IT Services
company that predominantly caters to the Banking, Financial
Services and Insurance markets in Brazil. Over the last 21
years, InfoSERVER has been recognized for its excellence in
delivery and specialized knowledge of local banking domain
and processes. InfoSERVER is headquartered in São Paulo,
Brazil. With this acquisition, Wipro and InfoSERVER will be
able to deliver a full suite of integrated IT services across
Digital, consulting, and business process services to four of
the top five banks in Brazil.
Academia Partnerships
The objective of our academia partnerships is to promote
cutting edge technology research and capability aligned to
academia objectives. Our focus is to work with academic
institutions and associations in the United States, Europe,
Israel and India in the fields 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 research
areas, which are aligned with our strategic areas of interest.
Horizon Program
The goal of the Horizon Program is to drive organic incubation
in emerging areas covering products, platforms, solutions and
capabilities. In order to achieve this objective, we are investing
in key areas such as AI, cloud computing, cybersecurity, digital
experience, digital marketing and commerce and Industry
4.0, or the automation and data exchange in manufacturing
technologies such as IoT. During the year ended March 31,
2017 we have funded 15 new ideas as a part of this program
9. Future Focus Areas
As a result of the fast-paced change the IT Services
industry is undergoing, we continue to invest in areas with
a focus on future potential. We are investing in the areas
of crowdsourcing, new age markets, HOLMES for Business
and emerging areas such as Blockchain, Software Defined
Everything and Cybersecurity.
Crowdsourcing: As a part of the Appirio acquisition, we
acquired Topcoder, which
leading crowdsourcing
marketplace with over a million participating designers,
developers and data scientists. We are focusing on building
crowdsourced delivery models to better serve the needs of
our customers.
is a
to increase their expertise beyond their industry peers. We
are committed to provide opportunities to our employees
to re-skill and up-skill themselves, in the face of rapidly
evolving technology and increasing automation.
Acting responsibly
At Wipro, we think it is critical for business to engage with
the multiple social and ecological challenges that face us.
Such engagement must be deep, meaningful and formed on
the bedrock of long term commitment; for that is the only
way by which real change can happen on the ground. This
approach serves both, enlightened business interest and
social good.
Environmental Sustainability
As a part of Wipro’s deep commitment to ecological
sustainability Wipro has been involved with multiple
environment related programs both, within our business
ecosystem as well as in the civic and social sectors outside.
The four pillars of our ecological sustainability program are:
•
Carbon Mitigation and Energy
•
Efficiency Responsible Water
• Waste and Pollution Management
•
Biodiversity
Community initiatives
At Wipro, we think that it is crucial to engage with proximate
communities wherever we have significant presence.
This is a reaffirmation of our belief that at its core, social
responsibility and sustainability must transcend boundaries
whether organizational or national. Wipro runs the following
community programs in different geographies we operate in.
• Wipro Cares
• Wipro Applying Thought in Schools
• Wipro earthian
• Wipro Science Education Fellowship
• Wipro South Africa Initiative
New Age Ecosystem: Given the different needs of new
age companies, which are quickly changing the customer
landscape and disrupting incumbents in their respective
industries, we have formed a New Age Business Ecosystem
to cater to the needs of these companies. This unit is
tasked with creating solutions, platforms and offerings for
these customers in the areas of digital, cloud, analytics,
cybersecurity and BPaaS, among others.
HOLMES for Business: HOLMES, an AI Platform with a rich
set of cognitive computing services based on open source
software, is focused on solving key enterprise business
use cases by utilizing AI business processes. HOLMES for
Business is focused on solving use cases in areas such as
compliance, onboarding, customer service, supply chain
and anomaly detection, with a strong focus on building
verticalized solutions. HOLMES continues to receive strong
adoption, with a number of customers across diverse
industry segments.
Blockchain: We have significantly invested in developing IP,
advisory services, Blockchain networks and our Blockchain
partner ecosystem. During FY’17, we completed pilot
projects and we will now focus on large scale rollout.
Software Defined Everything (“SDX”): We have significantly
invested in building a Center of Excellence to showcase
our capabilities in SDX. We are significantly focusing on
enhancing our skill sets across software defined storage,
software defined network, software defined datacenter and
cloud computing.
Cybersecurity: Given the rise of connected devices and
transition to the cloud, cybersecurity threats will continue
to increase as the threat attack area continues to increase
beyond the enterprise. We have invested in building deep
capability in the areas of consulting, cloud security (public,
private and hybrid cloud) and leveraging machine learning
and analytics, to improve threat detection and response
to secure our customers’ assets and IT from cybersecurity
threats.
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. We are committed to recruiting and training
highly skilled employees, service providers and leaders.
Our aim is to build a best in class global, diverse leadership
team, hire locally and provide our employees with attractive
opportunities
learning, career enhancement and
growth. We continue to design and implement processes
and programs to foster people development, leadership
development and skill enhancements among our global
team. It is our aim to be a global company that not only
serves clients but also empowers our employees worldwide
for
29
Business model -
creating value across capitals
Financial capital
Capital Expenditure
•
•
Capital employed
Operational expenditure
•
`
Intellectual capital
Research and development
•
expenses
Investment in innovation partnerships
Investment in ventures
•
•
Manufactured capital
• Number of own campuses
•
Total number of operating locations
Human capital
• Number of employees
Employee costs
•
• Number of training programs
•
Coverage of training programs
Social & Relationship
capital
• Number of investor engagements
•
•
• Number of partnerships / collaborations
Spend on CSR
Supplier spend
Absolute energy consumption
Natural capital
•
• Water consumption
•
•
•
Renewable energy
Land use
Spend on sustainable infrastructure
s
t
u
p
n
I
30
VISION C
o
r
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
p
o
r
a
t
e
G
o
vern
a
n
ce
EMPLOYEES
CUSTOMERS
Run
Modernize the Core
•
•
•
•
•
Integrated Services
Simplification
Hyper-automation
Partner ecosystem
Localization
Strategic
Planning
Change
Driving the Future
Digital & Advisory
•
•
Non-linearity
• World class ecosystem
•
Future focus areas
COMMUNITIES
INVESTORS
SUPPLIERS
`
Financial capital
•
Sales
• Net profit
•
Operating cashflow
BUSINESS UNITS
BFSI
Manufacturing & Technology
Consumer
HLS
Communications
Energy, Natural Resources &
Utilities
GEOGRAPHIES
Americas, Europe,
India & Middle East,
APAC & Other
Emerging Markets
SERVICE LINES
Application Services
Global Infrastructure Services
Business Process Services
Product Engineering Services
Analytics
Digital & Consulting
PARTNERS
Intellectual capital
•
Total number of patents
• Number of new patents granted
Revenue from new products
•
Human capital
•
•
Retention and Engagement
Gross utilization
O
u
t
p
u
t
s
Social and Relationship capital
• Market Capitalization
Equity payout ratio
•
•
Tax paid
• Number of new customers
•
• Number of CSR partners across geographies
•
Revenue from retained accounts
Total number of beneficiaries
Natural capital
Emissions avoided
•
Percentage of water recycled
•
Percentage of waste recycled
•
•
Biodiversity impact
31
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, IT consulting, custom application
design, development, re-engineering and maintenance,
systems
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 160,000 employees using our Global
Delivery Model. Our key service offerings are outlined below:
integration, package
• Digital: At Wipro Digital, the digital unit of Wipro,
we focus on the insights, the interactions, the
integrations and innovations that matter for brands,
businesses and their customers. Together with our
acquired design firm, Designit AS, we build multi-
disciplinary teams combining strategy, design and
technology experts oriented around the customer.
goods,
consumer
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
in solving complex business, marketing, and
technology problems in industries including finance,
manufacturing, media and telecommunications,
retail,
transportation,
government, health and life sciences, and energy
brings differentiated capability, scale, agility and
acceleration to client engagements.
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:
1. 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.
2. 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.
3. Connected Enterprise Services – Our solutions
like Digital Customer Experience Management
and ENCORE, a next generation e-commerce
to engage
solution, enable businesses
customers, drive sales, enhance customer
•
32
experience and create an integrated enterprise
that delivers a consistent, omni-channel
customer experience.
4. Cloud Application Services – We drive solutions
and services for key front-office and back-
office enterprise processes including HCM,
CRM, Enterprise Resource Planning (“ERP”), by
leveraging best-of-breed SaaS solution stacks
industry partners. We have extensive
and
experience in advisory, implementation, rollout,
migration and application support.
5. 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.
6. 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.
invest
7. Application Development & Maintenance
(ADM): Our ADM offering is focused on bespoke
application development and maintenance in
legacy as well as digital environment. As more
and more businesses move to product based
solutions and SaaS solutions, there is increased
pressure on cycle time reduction and cost, while
delivering and maintaining bespoke solutions.
As businesses
in digital solutions,
there is renewed interest in re-developing
applications to cater to mobility needs, social
media-compatibility of the digital offerings. In
alignment with these needs, Wipro has adopted
lean and agile practices to deliver ADM services
in the shortest possible time lines and cost.
8. 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.
9. Microsoft Services – We align with Microsoft’s
“Mobile First, Cloud First” strategy to help
organizations drive agility and simplify
business processes and provide an insight-
driven digital
experience by
customer
leveraging our consulting expertise, over 40
best-in-class collaborative solutions, including
Digital Workplace, AgileBase and DevOps, and
productivity services that incorporate Wipro’s
•
•
IT
HOLMES and Azure’s intelligent cloud platform.
• Global Infrastructure Services (“GIS”): GIS is an
end-to-end
infrastructure and management
service provider that helps global clients in their
digital evolution. We offer Business Advisory, Cloud
Migration, Data Center Transformation, Workplace
Transformation, Networks, System Integration and
Managed Services. This unit has a global team of over
30,000 infrastructure consultants and is backed by
a strong network of strategic technology partners,
integrated ServiceNXT™ operation centers, 14 data
centers as well as in our homegrown automation
platform, Wipro HOLMES Artificial
Intelligence
PlatformTM.
Product Engineering Services Group (“PES”): PES
facilitates breakthrough product and engineering
services transformations across all major industry
verticals. With a focus on Digital transformation,
PES’s specialized team of over 10,000 skilled
professionals combined with in-house innovation
labs deliver end to end engineering R&D services.
This group is working on significant developments in
new age technologies such as IoT, cloud platforms,
3D printing, virtualization, smart devices and AI.
Analytics: At Analytics, we consult our customers
across the entire length of their data supply
learning,
chain,
information
advanced analytics, big data and
management platforms and capabilities. We focus
on developing end-to-end analytics and information
strategies across the Data-Information-Insight-
Recommendation-Execution value chain by using
our advanced analytics capabilities that leverage
our pre-built solutions for specific industries and
processes. The service offerings include:
1. Data Platform Engineering services, which
focuses on delivering accelerated platform
development catering to the areas of internet
scale applications, big data platforms and high
performance computing.
leveraging our AI, machine
•
2. The Big Data Analytics practice, which offers
insight delivery in real time or near real time
through analytical platforms and solutions built
utilizing open source platforms.
3. The Information Management practice, which is
dedicated to enabling the digital transformation
journeys of its clients through a trusted data
foundation.
4. The Business
(“BI”) practice,
which
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.
Intelligence
5. The Database practice, which
on enriching Analytics’ competency
architecture and consulting.
is focused
IT
in
(“BPS”): BPS
is
Business Process Services
in providing next generation
a global
leader
technology-led business process services
to
global enterprises. Our mission is to drive superior
customer experience, high levels of efficiencies,
uncompromising quality, improve efficiency and
productivity to maximize profit and to transform the
business processes from manual to a completely
functions. We provide accelerated
automated
business results driven by analytics across every
touch point of the business through marketing
services, content development and management,
finance and accounting, sourcing and procurement,
human resources, legal process support services
relationship management.
and
Wipro BPS’ key non-intrusive
industry and
technology agnostic differentiators are:
•
customer
Operations
Transformation
Enterprise
Framework – A suite of comprehensive
solutions to address the central business
essentials of achieving process efficiencies
with a focus on enhanced customer experience,
cost optimization, reduced cycle times and
improved accuracy. The solution suite delivers
standardized service, touching all engagements
of a customer lifecycle through simplification,
automation,
immersive
experience, supported by a cross trained
team of over 100 consultants, our proprietary
solutions, platforms and alliance with leading
solution providers for automation solutions.
Base)))™ – Wipro’s Business Operations
platform Base)))™ comes with business and
operations analytics, pre-built process libraries,
business design and process management
components
today’s business
operations.
to manage
intelligence
and
•
•
• Next Gen Customer Experience (“NGCE”) – Our
NGCE platform leverages cognitive analytics to
reduce interaction costs, increase revenue per
customer, improve employee productivity and
enhance customer experience.
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. RPA helps achieve next
generation business goals and transformative
impact through rapid deployment and limited
capital expenditures requirements.
BPaaS – Wipro delivers best of technology
led services to its customers. Wipro’s (BPaaS)
delivery solutions allow standardized, yet highly
configurable processes for quick deployment
and use. We continue to invest in building a
larger BPaaS portfolio, which now includes:
Source-to-Pay (“S2P”) BPaaS Suite – Our BPaaS
is a comprehensive, strategically differentiating
•
•
33
and readily deployable plug and play solution
that leverages a mix of partner and in-house
technologies that addresses current and future
procurement challenges with digital agility,
reporting accuracy and proficient services.
• HPS Links Platform-as-a-Service Solution:
Through the acquisition of HealthPlan Services,
we offer market leading technology platforms
and a fully-integrated BPaaS solution to
health insurance companies (“Payers”) in the
individual, group and ancillary markets. Payers
rely on this innovative and robust offering to
acquire service and retain members. Payers also
leverage the analytical and predictive engines
of this solution to better serve their members.
IT Services industry
verticals
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:
1. Banking, Financial Services and Insurance (“BFSI”)1
2. Healthcare and Lifesciences (“HLS”)
3. Consumer Business Unit (“CBU”)
4. Energy, Natural Resources and Utilities (“ENU”)
5. Manufacturing and Technology (“MNT”)
6. Communications (“COMM”)
Our IT Services business is organized into six industry
verticals:
•
Banking, Financial Services & Insurance (“BFSI”)1:
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, IP,
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
Note:1) “Finance Solutions” has been used to describe “BFSI” in some of
our earlier communications.
34
and regulatory compliance.
•
• Healthcare and Lifesciences (“HLS”): At HLS,
we are building a patient-centric interconnected
health ecosystem. With our ‘Discovery to Recovery’
strategy, we are building collaborative systems
that will bring people, technology and information
together to improve lives. This will enable us to
connect companies, communities and individuals,
combining insights, innovation and integration to
change how healthcare services are provided in the
future.
Consumer Business Unit (“CBU”): CBU offers a full
array of innovative solutions and services to cater
to the entire value chain, where the consumer is
at the core, through a blend of domain knowledge,
technology expertise and delivery excellence.
We offer an integrated environment that allows
organizations to model, optimize, forecast, budget,
execute, manage and measure product and customer
performance across the globe. We provide strong
consumer-centric insight and project execution
skills across retail, consumer goods, media, travel
and public sector. Our domain specialists work with
customers to maximize value through technology
investments. Wipro’s CBU encompasses Retail,
Consumer Goods, Media, Entertainment, Publishing
Industries, Public Sector and Travel and Hospitality
sectors.
Energy, Natural Resources and Utilities (“ENU”):
Our ENU industry vertical has been collaborating
with and serving businesses across the globe for
over 16 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 across North and South
America, Europe, Africa, Australia, India, the Middle
East, New Zealand, Southeast Asia and Turkey.
•
Wipro’s ENU vertical has been recognized by analysts
as a major player in the 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 and Health, Safety, Security
and Environment. Wipro is a strategic partner for
many of the world’s major oil and gas companies
and is recognized as a leader in IDC’s Market
space: Worldwide Oil and Gas Professional Services
2016 Vendor Assessment and was rated in the
Winners circle in the HfS Blueprint Report: Energy
Operation 2016. Strategic acquisitions have further
strengthened our capabilities and presence in the
Energy sector. Our offerings encompass sectors
such as oil and gas, mining, utilities, airports, ports,
transportation and manufacturing.
• Manufacturing and Technology (“MNT”): Wipro’s MNT
business unit caters to both the technology providers
and consumers. Our extensive customer portfolio
includes semiconductors, computer software and
storage, platforms and software products, network
equipment providers, consumer electronics and
peripherals, aerospace and defense, automotive,
industrial and process manufacturing companies.
Our extensive domain expertise helps cater to
customer requirements across product design,
manufacturing, customer experience and aftersales
revenue. We have leveraged our network of partners
and academia to develop IP, platforms and domain/
industry focused solutions. Our Industry 4.0/Smart
Manufacturing IP and accelerators help customers
redesign their supply chain to improve overall
quality and operational efficiency. With significant
investments in our after-market services, we help
customers maximize their revenue by opening new
revenue streams and enabling them to capture
market share by adopting new business models. We
are investing in emerging technologies which include
autonomous systems and robotics, industrial IoT,
augmented reality /virtual reality, software defined
network /network function virtualization, 5G, light
fidelity and next generation engineering based on
customer and micro services.
Communications (“COMM”): For more than two
decades, we have offered end to end Systems
Integration and Transformation, Managed Services,
Business Process Services and Engineering services
to global communications service providers. The
market disruption caused by network technology
changes such as 4G/LTE/5G, digital services and
new business models has considerably changed
the expectations from our Communication Service
Providers clients. We assist our clients in being able
to successfully deliver business outcomes amidst
the changing business, technology and regulatory
environment.
•
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. We 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.
Good governance
& management
practices
Corporate governance
At Wipro, Corporate Governance is more than just adherence
to the statutory and 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,
Governance by Shareholders
Governance by Board of Directors
Governance by
Sub-Committee of
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)
Governance by
Management
Process
Risk Management
Code of Conduct
Compliance Framework
The Ombudsprocess
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.
Risk management
Risk Management at Wipro is an enterprise wide function
that aims at assessing threats to business sustainability
and mitigating those threats. The function is backed by a
qualified team of specialists with deep industry experience
who develop frameworks and methodologies for assessing
and mitigating risks.
35
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 employed 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.
• Orange Book by UK Government Treasury
•
COSO; Enterprise Risk Management – Integrated.
Framework by Treadway Commission
AS/NS 4360:2004 by AUS/NZ Standards board
ISO/FDIS 31000:2009 by ISO
•
•
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
Major risks
Mitigation plan
Information Security & Cyber Security
breaches that could result in systemic failures,
loss, disclosure of confidential information.
Effective security controls implemented to detect, prevent and remediate threats.
Program to continuously monitor the effectiveness of the controls have been
implemented. Focus is on sustaining controls and continuous improvement of
efficacy of the solutions.
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.
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 regulations relating to personal
and health information dealt with both by and
on behalf of Wipro increases the risk of non-
compliance.
The Data Privacy program has been augmented keeping into consideration
privacy regulatory requirements, with specific emphasis to revalidate all existing
frameworks, policies and processes that can be leveraged by respective support
function and delivery teams, covering all applicable geographies and areas of
operations.
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.
A program on statutory compliance is in place with the objective to track all
applicable regulations, obligation arising out of the same and corresponding action
items that requires to be adhered to ensure compliance along with necessary
workflows enabled. The program is monitored and regularly reviewed to ensure
compliances. Additional programs exist to cover specific regulations relating to
immigration, anti-bribery etc.
Functional and Operational risks arising out of
various operational processes
Appropriate risk and control matrices have been designed for all critical business
processes and both design and effectiveness is tested under the SOX and Internal
Financial Control Programs and theme based assessments.
Service Delivery risks relating to complex
programs providing end-to-end business
solutions for our clients.
Work place environment and Safety
36
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 early detection of any risks arising from
the service delivery.
Strong Control measures have been put in place to ensure employee health and
safety. Awareness is created about various issues and are communicated on regular
basis to employees. Wipro maintains Zero Tolerance for violators of code of business
conduct. Also employees are provided with an online web portal to log in concerns
relating to various subjects including environment and safety in the work place.
Business Continuity management risks arising
out of global operations like IT outages, Cyber,
natural disasters, pandemic, terror and unrest,
power disruptions etc. which will bring down
the availability of People, Technology and
Facility
Effective implementation of Business Continuity Management System (BCMS)
framework aligned to ISO 22301 across accounts, service functions and various
locations. The system will have a comprehensive and integrated readiness of the
BCMS requirements that will help plan, coordinate and execute the strategies
effectively.
Geo political risk arising out of entering into
contracts in a new country.
An assessment of doing business in a new country is done in order to analyze the
feasibility of doing business based on the country’s economic stability, corruption
index, investment opportunities, ease of doing business and physical safety.
Risk of protectionism policies impacting the
business
Appropriate measures are being taken to provide uninterrupted high quality services
to the clients at all geographies.
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 an essential condition 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 information that reveals serious
malpractice, impropriety, abuse or wrongdoing within the
organization then the stakeholder should be able to report
without fear of reprisal, a concern to the ombudsperson
online at www.wiproombuds.com
In 2016-17, 1692 complaints were received via the
Ombudsprocess and 1709 complaints were closed. All cases
were investigated and actions taken as deemed appropriate.
Based on self-disclosure data, 25% of these were reported
anonymously. The top categories of complaints were people
processes (34%) and workplace concerns and harassment
(22%).
Wipro 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
programme against sexual harassment are conducted
across the organization. A total of 116 complaints of sexual
harassment were raised in the calendar year 2016, of which
102 cases were disposed and appropriate actions were taken
in all cases within the statutory timelines. This includes
all cases reported to the system, even if unsubstantiated.
In some cases, a clear action has been taken (warning or
separation) and the rest have either not progressed due to
lack of information or resolved through counselling.
Capitals and
value creation
In this section we cover Wipro’s approach to value creation
across the five capitals namely financial, intellectual,
human, social and relationship and natural.
•
•
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, being continuously
innovative and contribute to 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.
resources
is broadly all renewable and
• Natural capital
and
environmental
nonrenewable
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.
37
These capitals are interrelated and dependent on each other and affect the organization’s ability to create value over time.
What follows is the representation of a few examples of interconnectedness of the capitals.
Financial capital Intellectual Capital
Human Capital Social and Relationship capital Natural capital
Impacted capitals
Financial capital enables supplier spend,
customer solutioning, sustainable returns
to investors, investment in partner /alliance
ecosystem.
Investments in infrastructure and community
ecology programs minimises environmental
impacts (emissions, water waste).
New IP solutions generate revenue for the
business.
Builds relationships for the long term.
Workforce engagement with external
stakeholders, including communities, develops
loyalty and connectedness to brand.
Engaged employees contribute to environmental
programs in campus (resource efficiency
measures, biodiversity for example) and in
communities (volunteering).
Partnerships are core for generating financial
value.
Partners bring in expertise on hydrogeology for
ground water, botanists and researchers for
biodiversity.
Natural capital (land, energy, water, minerals etc.)
is essential to sustain the operations directly and
indirectly. Effective use of this capital brings in
operational efficiency.
Ecologically responsible actions resonate
positively with external stakeholders.
Environmental projects can deliver social
outcomes like energy access and clean water for
the under served.
Financial capital enables investment in R&D
leading to IP.
`
Financial capital
Financial capital ensures investment in employees
like training and capacity development, integrated
compensation and benefits, facilities which
consider health and safety, etc.
Opportunities to learn and innovate in emerging
areas of work drive the engagement levels of
employees.
Intellectual capital
Capabilities and effort of workforce create
intellectual capital.
Human capital
Deployment of skilled human resources is critical
for financial value creation.
Partnerships with customers, start-up ecosystem,
academia promotes creation of
intellectual
capital.
Social and Relationship
capital
Opportunities to engage through volunteering
in community projects positively impact the
workforce.
Natural capital
Natural capital leads to engaged employees -
who appreciates core values of social and
environmental responsibility. It also improves
well-being and reduces attrition.
38
Driving capitals
Financial
capital
Consolidated results for the year 2016-17
(Figures in ` Million except otherwise stated)
Revenues1
Cost of revenues
Gross profit
Selling and marketing expenses
General and administrative expenses
Other Operating Income
Operating Income
Profit attributable to equity holders
As a Percentage of Revenue
Gross Margin2
Selling and marketing expenses
General and administrative expenses
Operating Margin2
Earnings per share-Basic (`)
Earnings per share-Diluted (`)
2017
554,179
(391,544)
162,635
(40,817)
(32,021)
4,082
93,879
84,895
29.1%
7.4%
5.8%
16.8%
34.96
34.85
2016#
516,307
(356,724)
159,583
(34,097)
(28,626)
-
96,860
89,075
30.9%
6.6%
5.5%
18.8%
36.26
36.18
Year ended March 31,
Year on Year Change
7.3%
9.8%
1.9%
19.7%
11.9%
100.0%
(3.1)%
(4.7)%
(178)bps
(77)bps
(24)bps
(194)bps
(3.4)%
(3.5)%
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 `512,440 million and `550,402 million for the years ended March 31, 2016 and 2017,
respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in
the revenue of the respective segment and is eliminated under reconciling items.
Gross margin and operating margin as a percentage of revenue has been calculated by including Other Operating Income with Revenue.
2.
# We elected to early- adopt IFRS 9, Financial Instruments effective April 1, 2016 with retrospective application from April 2015. Comparative financials reflect correspondingly.
Please see Note 30 of the Notes to the Consolidated Financial Statements for additional details
Revenue: In FY 2016-17, our revenue increased by 7.3%.
This was primarily driven by an 8.4% increase in revenue
from our IT Services segment that was offset partially by a
12.8% decrease in revenue from our IT Products segment.
The increase in IT Services revenues was driven by volume
growth in most of our verticals led by the HLS industry
vertical as well as depreciation of the Indian rupee against
the U.S. dollar. This is partially offset by negative revenue
growth in the ENU industry vertical and the appreciation of
the Indian rupee against currencies other than U.S. dollar.
The decrease in IT Products segment revenue 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.
In absolute
terms, cost of
revenues
Profitability:
increased by 9.8% primarily on account of increases in
employee compensation due to the impact of Indian rupee
depreciation, salary increases, increases in headcount
during the year (including increases resulting from business
combinations), increases in subcontracting/technical fees,
increases in depreciation and increases in facility expenses,
which was partially offset by a reduction in the cost of
hardware, software and travel.
As a result of the foregoing factors, our gross profit as
percentage of our total revenue decreased by 178 basis
points (bps).
Selling and Marketing Expenses: Our selling and marketing
expenses as a percentage of total revenue increased from
6.6% for the year ended March 31, 2016 to 7.4% for the
year ended March 31, 2017. In absolute terms, selling and
marketing expenses increased by 19.7% primarily on account
of increases in employee compensation, as well as increases
in amortization and impairment charges for intangible
assets
through business combinations.
Impairment charge is primarily on account of uncertainties
around regulatory changes relating to the Affordable Care
Act, which has led to a significant decline in related revenue
recognized
Note: Consolidated Financial Statements under IFRS have been used for discussion under this section
39
and earnings estimates. Employee compensation costs
have increased primarily due to the depreciation of the
Indian rupee, salary increases and increases in headcount
during the year (including headcount increases resulting
from business combinations). These increases have been
partially offset by savings in travel costs.
General and Administrative Expenses: Our general and
administrative expenses as a percentage of revenue
increased from 5.5% for the year ended March 31, 2016 to
5.8% for the year ended March 31, 2017. In absolute terms,
general and administrative expenses increased by 11.9%,
primarily due to an increase in employee compensation,
provisions for doubtful debts and facility expenses and a
civil money penalty relating to SEC investigation, partially
offset by savings in travel costs.
Other operating income: During the year ended March 31,
2017, we concluded the sale of our EcoEnergy division for a
consideration of `4,670 million. The net gain from the sale,
amounting to `4,082 million, has been recorded as “other
operating income”.
Operating Income: As a result of the foregoing factors, our
operating income decreased by 3.1%, from `96,860 million
for the year ended March 31, 2016 to `93,879 million for the
year ended March 31, 2017. As a results of the above, our
results from operating activities as a percentage of revenue
(operating margin) decreased by 194 bps from 18.8% to
16.8%.
Finance Expenses: Our finance expenses decreased from
`5,582 million for the year ended March 31, 2016 to `5,183
million for the year ended March 31, 2017. This decrease
is primarily due to a decrease of `905 million in exchange
loss on foreign currency borrowings and related derivative
instruments, which was partially offset by an increase in
interest expense by `506 million on account of increased
borrowings during the year ended March 31, 2017.
Finance and Other Income: Our finance and other income
decreased from `23,655 million for the year ended March 31,
2016 to `21,660 million for the year ended March 31, 2017.
Interest and dividend income decreased by `3,016 million
while gains on sale of investments increased by `840
million during the year ended March 31, 2017 as compared
to the year ended March 31, 2016. This net decrease was due
to a reduction in the yield on investments during the year.
Income Taxes: Our income taxes decreased by `153 million
from `25,366 million for the year ended March 31, 2016
to `25,213 million for the year ended March 31, 2017. Our
effective tax rate increased from 22.1% for the year ended
March 31, 2016 to 22.8% for the year ended March 31, 2017.
Profit: Profit attributable to non-controlling
interest
decreased from `492 million for the year ended March 31,
2016 to `248 million for the year ended March 31, 2017.
As a result of the foregoing factors, our profit attributable
to equity holders decreased by `4,180 million or 4.7%, from
`89,075 million for the year ended March 31, 2016 to `84,895
million for the year ended March 31, 2017.
Performance highlights – IT Services
(Figures in ` Million except otherwise stated)
Revenues1
Gross Profit
Selling and Marketing expenses
General and administrative expenses
Other Operating Income
Operating Income2
As a Percentage of Revenue
Gross Margin3
Selling and marketing expenses
General and administrative expenses
Operating Margin3
2017
528,440
162,054
(40,345)
(29,726)
4,082
96,065
30.4%
7.6%
5.6%
18.0%
Year ended March 31,
2016#
Year on Year Change
487,316
158,287
(32,874)
(27,160)
-
98,253
32.5%
6.7%
5.6%
20.2%
8.4%
2.4%
22.7%
9.4%
100.0%
(2.2)%
(205)bps
(89)bps
(6)bps
(212)bps
1.
2.
For the purpose of segment reporting, we have included the impact of exchange rate fluctuations amounting to `3,794 millions and `3,736 millions for the
years ended March 31, 2016 and 2017, respectively in revenue. Further, finance income on deferred consideration earned under multi-year payment terms in
certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items.
Includes Other Operating Income, which is being included to present the effect from the sale of the EcoEnergy division in the year ended March 31, 2017.
Additionally, effective April 1, 2016, the segment results are measured after including the amortization charge for acquired intangibles to the respective
segments. Such costs were classified under reconciling items until the fiscal year ended March 31, 2016. The Company has restated prior periods to reflect
this change.
Gross margin and operating margin as a percentage of revenue has been calculated by including Other Operating Income with Segment Revenue.
3.
# # We elected to early- adopt IFRS 9, Financial Instruments effective April 1, 2016 with retrospective application from April 2015. Comparative financials reflect correspondingly.
Please see Note 30 of the Notes to the Consolidated Financial Statements for additional details
40
Client mining - IT Services
Customer Size Distribution
for IT Services
Number of clients in Year
ended March 31,
> $1M
> $3M
> $5M
> $10M
> $20M
> $50M
> $75M
> $100M
2017
602
354
268
163
91
34
18
9
2016
550
331
248
160
89
33
18
9
Revenue - IT Services: Our revenue from our IT Services
segment increased by 8.4%. The increase in IT Services
revenues was driven by growth in most of our verticals led
by HLS industry vertical and offset partially by negative
revenue growth in the ENU industry vertical. On a gross
basis, we added 256 new customers during the year ended
March 31, 2017, including customers added as a result of
acquisitions. We saw growth in all geographic segments
other than India and Middle East.
Profitability: Our gross profit as a percentage of our revenue
from our IT Services segment decreased by 205 bps primarily
on account of increases in employee compensation due
to the impact of Indian rupee depreciation, annual salary
increments,
in headcount during the year
(including additions resulting from business combinations),
increases in subcontracting/technical fees and increases
in facility expenses, which was partially offset by savings in
travel costs.
increases
Selling and Marketing Expenses: Selling and marketing
expenses as a percentage of revenue from our IT Services
segment increased from 6.8% for the year ended March 31,
2016 to 7.6% for the year ended March 31, 2017. In absolute
terms, selling and marketing expenses increased by `7,471
million. This increase is primarily attributable to increases
in employee compensation, increases in amortization of
intangibles acquired through business combinations and
impairment charge on certain intangible assets, which
were partially offset by savings in travel costs. Increase
in employee compensation cost is due to impact of Indian
rupee depreciation, salary increases, stock compensation
awarded, increases in headcount during the year (including
additions
combinations).
Impairment charge is primarily on account of uncertainties
around regulatory changes relating to the Affordable Care
Act, which has led to a significant decline in related revenue
and earnings estimates. This
impairment charge has
impacted the segment result of the HLS industry vertical.
business
resulting
from
General and Administrative Expenses: General and
administrative expenses as a percentage of revenue from
our IT Services segment increased slightly from 5.5% for the
year ended March 31, 2016 to 5.6 % for the year ended March
31, 2017. In absolute terms, general and administrative
expenses increased `2,566 million. This increase is primarily
attributable to
in employee compensation,
provisions for doubtful debts and increases in facility
expenses, offset partially by savings in travel costs.
increases
Other Operating Income: During the year ended March 31,
2017, we also concluded the sale of the EcoEnergy division,
for a consideration of `4,670 million. Net gain from the sale,
amounting to `4,082 million, has been recorded as other
operating income.
Segment Results: As a result of the above, segment results
as a percentage of our revenue from our IT Services segment
decreased by 212 bps, from 20.2% to 18.0%. Further, in
absolute terms, the segment results of our IT Services
segment decreased by 2.2%.
Performance against Guidance: Historically, we have
followed a practice of providing constant currency revenue
guidance for our largest business segment, namely, IT
Services in dollar terms. The guidance is provided at the
release of every quarterly earnings when revenue outlook
for the succeeding quarter is shared. The following table
presents the performance of IT Services Revenue against
outlook previously communicated for the four quarters of
2016-17. Our revenue performance in all the quarters of
financial year 2016-17 has been within the guidance range.
Guided Outlook versus Actuals
Amounts in $ Million
Quarter
ending
Guidance
Achievement
in guided
currency
Reported
currency
revenue
31st Mar 2017
1,922-1,941
1,935.3
1,954.6
31st Dec 2016
1,916-1,955
1,927.9
1,902.8
30th Sept 2016
1,931-1,950
1,948.6
1,916.3
30th Jun 2016
1,901-1,939
1,919.9
1,930.8
41
Performance highlights – IT
Products
(Figures in ` Million except
otherwise stated)
Revenue1
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
Year ended March 31,
2017
2016#
25,922
957
(621)
(2,016)
(1,680)
3.7%
2.4%
7.8%
29,722
2,116
(1,274)
(1,849)
(1,007)
7.1%
4.3%
6.2%
Operating Margin
(6.5)%
(3.4)%
1.
For the purpose of segment reporting, we have included the impact of
exchange rate fluctuations amounting to `80 million and `81 million
for the years ended March 31, 2016 and 2017, respectively in revenue.
Further, finance income on deferred consideration earned under multi-
year payment terms in certain total outsourcing contracts is included
in the revenue of the respective segment and is eliminated under
reconciling items.
# We elected to early- adopt IFRS 9, Financial Instruments effective April 1, 2016
with retrospective application from April 2015. Our financials are adjusted with
the same.
Please see Note 30 of the Notes to the Consolidated Financial Statements for additional
details.
Revenue: Our revenue from the IT Products segment
decreased by 12.8%. 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
Profitability: Our gross profit as a percentage of our IT
Products segment revenue decreased by 343 bps primarily
on account of product pricing pressure, cost escalations in
certain projects and the depreciation of the Indian rupee
resulting in higher product costs.
Selling and Marketing Expenses: Selling and marketing
expenses as a percentage of revenue from our IT Products
segment decreased from 4.3% for the year ended March 31,
2016 to 2.4% for the year ended March 31, 2017 due to an
optimization of head count. In absolute terms, selling and
marketing expenses decreased by ` 653 million.
General and Administrative Expenses: General and
administrative expenses as a percentage of revenue from
our IT Products segment increased from 6.2% for the year
ended March 31, 2016 to 7.8% for the year ended March
31, 2017. In absolute terms, general and administrative
expenses increased by `167 million primarily on account
of increases in the provision for doubtful debts in our India
business. .
Segment Results: As a result of the above, in absolute
terms, segment results of our IT Products segment recorded
a loss of `1,680 million for the year ended March 31, 2017
as compared to a loss of `1,007 million for the year ended
March 31, 2016.
Business unit wise performance (Figures in $ millions except otherwise stated)
Business unit
2016-17
2016-17 Growth YoY%
in reported currency
2016-17 Growth YoY%
in constant currency
Margins 2016-17 Margins 2015-16
BFSI*
CBU
COMM
ENU
HLS
MNT
Total
1,977
1,216
567
1,006
1206
1,733
7,705
2.4%
1.4%
1.4%
(5.9)%
36.9%
1.4%
4.9%
5.1%
3.1%
5.0%
(1.1)%
37.3%
2.0%
7.0%
18.3%
17.4%
15.9%
20.9%
11.5%
19.7%
18.0%
21.8%
17.1%
16.2%
19.0%
20.6%
21.4%
20.2%
IT Services segment in FY 2016-17 consists of Banking, Financial Services and Insurance (BFSI) , Manufacturing and Technology (MNT), Consumer Business Unit (CBU), Energy,
Natural Resources and Utilities (ENU) , Communications (COMM) and Healthcare and Life Sciences (HLS).
* ”FS” has been used to describe “BFSI” in some of our earlier communication
42
Geography wise performance (Figures in $ millions except otherwise stated)
Geo
2016-17
2015-16
2016-17 Growth YoY% in
reported currency
2016-17 Growth YoY%
in constant currency
Americas
Europe
APAC and OEM*
India and Middle
East
Total
4213
1877
833
782
7,705
*Asia-Pacific and Other Emerging Markets
3,873
1,857
823
793
7,347
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:
(` Million)
Year ended March 31,
YOY
changes
Net cash provided
by/ (used in) :
2017
2016
Operating activities
92,773
78,873
13,900
Investing activities
(116,283)
(138,156)
21,873
Financing activities
(22,752)
(1,587)
(21,165)
Net change in cash
and cash equivalents
Effect of exchange
rate changes on cash
and cash equivalent
(46,262)
(60,870)
14,608
(1,412)
549
(1,961)
8.8%
1.1%
1.1%
-1.4%
4.9%
9.0%
8.4%
1.2%
-0.1%
7.0%
As of March 31, 2017, we had cash and cash equivalent and
short-term investments of `344,740 million ($5.3 billion).
Cash and cash equivalent and short-term investments,
net of debt, was `202,328 million ($3.1 billion). In addition,
we have unused credit lines of `50,025 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.
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.
1. Cash from Operating Activities: Cash generated by
operating activities for the year ended March 31, 2017
increased by `13,900 million while profit for the year
decreased by `4,424 million during the same period.
The increase in cash generated by operating activities is
primarily due to improved working capital management.
2. Cash used in Investing Activities: Cash used in investing
activities for the year ended March 31, 2017 was `116,283
million. The cash invested (net of sales) in available
for sale investments and inter-corporate deposits
amounted to `83,684 million. Cash utilized for the
payment for business acquisitions amounted to `33,608
million.We purchased property, plant and equipment
amounted to `20,853 million which was primarily driven
by the growth plan of the Company. We had a net cash
flow of `3,501 million from sale of EcoEnergy division.
3. Cash used in Financing Activities: Cash used
in
financing activities for the year ended March 31, 2017
was `22,752 million as against `1,587 million for the
year ended March 31, 2016. This is primarily due to a
decrease in net proceeds of loans and borrowings
43
located in these geographies may reduce or postpone their
technology spending 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.
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.
Inability to provide adequate wage increase may result in
attrition and impact competitiveness.
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
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.
instruments
amounting to `22,132 million. Payment toward the
dividend including dividend distribution tax and buy
back of shares for the year ended March 31, 2017
amounted to `33,734 million. Dividends paid in the
year ended March 31, 2017 represents final dividend
declared for the year ended March 31, 2016 amounting
to `1 per share and interim dividend for the year March
31, 2017 amounting to `2 per share.
As of March 31, 2017, we had contractual commitments of
`12,238 million ($189 million) related to capital expenditures
on construction or expansion of software development
facilities, `20,776 million ($320 million) related to non-
cancelable operating lease obligations and `21,349 million
($329 million) related to other purchase obligations. Plans to
construct or expand our software development facilities are
determined by our business requirements.
Shareholder returns
Dividend: During the year ended March 31, 2017 the Board
declared an Interim Dividend of ` 2 per equity share. The
Board recommended the adoption of the Interim Dividend of
` 2 per equity share as the Final Dividend for the year ended
March 31, 2017. Thus, the total Dividend for the year ended
March 31, 2017 remained at ` 2 per equity share.
Bonus: On April 25, 2017, the Board recommended a
proposal for issue of Bonus Equity Shares in the proportion
of 1:1 that is 1 (One) bonus equity share of `2/- each for
every 1 (One) fully paid-up equity share held (including ADS
holders). The Record date has been fixed as June 14, 2017 to
determine eligible shareholders who are entitled to receive
bonus shares. The bonus issue is likely to be completed on
or before June 24, 2017.
Buyback: During the year ended March 31, 2017, the
Company concluded the buyback of 40 million equity
shares at a price of `625 per equity share, as approved by
the Board of Directors on April 20, 2016. This has resulted
in a total cash outflow of `25,000 million (US $ 386 million).
Consequent to such buy back, share capital has reduced by
` 80 million.
Further, the Company has announced that the Board of
Directors will consider a proposal for the buyback of equity
shares of the Company around July 2017.
Key risks
Global economic crisis: We derive approximately 55% of our
IT Services revenue from the Americas (including the United
States) and 24% of our IT Services revenue from Europe.
If the economy in the Americas or Europe is volatile or
conditions in the global financial market deteriorate, pricing
for our services may become less attractive and our clients
44
Components of market risks
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
foreign currencies, 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, 2017, a `1 increase/decrease in the spot
exchange rate of the Indian Rupee with the U.S. Dollar would
result in approximately `1,155 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. 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. Certain
borrowings are also transacted at fixed interest rates. If
interest rates were to increase by 100 bps from March 31,
2017, additional net annual interest expense on floating rate
borrowing would amount to approximately `1,226 million.
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, 2016 and 2017, respectively and revenues for
the year ended March 31, 2015, 2016 and 2017, 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 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. Our counterparties are primarily
banks and financial institutions and the Company considers
the risk of non-performance by the counterparty as non-
material.
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, 2017, our cash and
cash equivalents are held with major banks and financial
institutions. Our Gross cash and cash equivalent and short-
term investments of `344,740 million ($5.3 billion). Cash and
cash equivalent and short-term investments, net of debt,
was `202,328 million ($3.1 billion).
Risk management procedures
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 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 exchange risk
management policy and results
We evaluate our foreign exchange rate exposure arising
from operations 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.
rate exposure arising
We evaluate exchange
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 / future
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.
45
We have designated certain derivative instruments as cash
flow hedges to mitigate the impact of foreign exchange
exposure on Profit and Loss account and forecasted highly
probable cash flows. We have also designated foreign
currency borrowings as hedges against respective net
investments in foreign operations.
Our Hedge Book as on March 31, 2017 stood at $2.5 billion
dollars.
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 the 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.
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 25, 2017, along with our earnings release for quarter
ended March 31, 2017, we provided our most recent quarterly
guidance. We expect Revenue from IT Services segment for
the quarter ending June 30, 2017 to be in the range of USD
1,915- 1,955 million*.
* Guidance is based on the following exchange rates: GBP/USD at 1.24, Euro/
USD at 1.08, AUD/USD at 0.78, USD/` at 66.25 and USD/CAD at 1.33
Human
capital
46
The market today is witnessing significant disruptions led
by business model transformation of companies driven by
technology. The high demand for automation and digitization
has reduced technology cycles and skills are becoming
commoditized more rapidly than before. Meeting rapidly
evolving customer requirements requires a high level of
competence, expertise and learning agility. Co-innovation,
collaborative working and crowd sourcing are capabilities
which are fast becoming the norm.
In order to sustain in this dynamic business environment,
we continue to prepare our talent pool to embrace the
disruptions, to innovate, to be agile and adapt to the
changes brought by transformed business models. Today,
we have a large and diverse workforce of over 160,000
employees spread across 50+ countries from amongst 100+
nationalities with more than 33% of them being women.
Our focus is on building a best-in-class organizational
culture to attract, build and retain such diverse talent
across levels, globally. We are committed to partnering with
our employees and strengthening our human capital by
providing them opportunity to learn, enhance their skills and
grow their careers leading to development of human capital,
intellectual capital and consequently financial capital.
People strategy- core themes
Our talent management approach is influenced by the
dynamic industry landscape and is geared to deliver
transformation and growth in the current and emerging
business context. Our people Strategy focusses on building
a culture that nurtures talent, drives strong performance &
supports customer centricity. The strategy has the following
core themes:
•
•
•
Culture transformation: The objective here is to
create a culture that drives performance, enables
a Digital mindset and enhances overall employee
experience. Our efforts here are geared towards
both on improving the demographic diversity as
well as building an inclusive culture through our
various Diversity & Inclusion programs. We continue
to transform & simplify processes across all our
functions to enhance employee experience and
well-being.
Career Growth: The focus here is to build talent
from within and also build a scalable talent supply
chain model. Careers within Wipro continue to be
nurtured and strengthened with our forward looking
performance management process, talent mobility
programs, leadership talent reviews and strong
onboarding and assimilation programs for new hires
to jumpstart their careers right from the beginning.
Talent Capability: In the face of rapidly changing
client expectations and automation,
it has
become imperative to invest in programs 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.
We will continue to invest in our fresher skill
building programs, architect, domain, delivery
transformation, sales cadre and leadership skills.
Our programs are aimed at upskilling, cross-skilling,
and reskilling along with building Design Thinking
capability to drive ideation and innovation.
People strategy - enablers
Our people strategy themes are enabled by a set of
processes and programs spanning the complete employee
lifecycle as follows:
•
•
•
include employee
immense progress
Talent Acquisition & On-boarding: Wipro follows
a well-established approach to hiring and on-
boarding. Wipro was awarded a runners up in
“Excellence in Talent Sourcing and Staffing” at
SHRM India HR awards 2016. Our talent sourcing
strategies
referrals, direct
applications through the career section of our
website, channel partners,
job fairs, campus
placements, and internal job postings. We also
partner with various universities to build teams in
accordance with client expectations. We are an
equal opportunity employer and drive meritocracy
at all stages of the hiring and on-going deployment
process, including role-mapping and remuneration.
In FY’17 we have seen
in
localization in our key markets. We have been
significantly investing in US in terms of increased
hiring & setting up of delivery centers. We are driving
increased localization and expect to have a majority
of our US workforce as local employees soon.
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
We continue to enhance safety &
objective.
security at the workplace by 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 ( Ombuds).
Comprehensive Benefits & Rewards: We continually
strive to provide our employees with competitive and
innovative compensation packages. 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. 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 &
47
•
medical packages, assistance in managing financial
and personal issues. Our programs are reviewed
to ensure relevance to today’s evolving workforce
and in line with the latest industry offerings, based
on the region’s local regulations / laws and norms.
We continue to drive a high-performance culture
through our variable pay programs. Our management
compensation is now more closely aligned with
organizational objectives and commitments and
rewards higher performance disproportionately.
Employee Engagement & Empowerment: We
believe that employees become empowered only
when they are aware of the policies and processes
impact them and when they can truly
that
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, 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.
• Digitization and Talent Analytics: With all the
technological advances happening in our immediate
environment, we continue to keep pace in embracing
the digital trend and find ways to use digitization
and talent analytics to drive business outcomes and
bring about employee delight.
The above core Strategy themes and enablers are built
on the foundation of our values and driven by globally
recognized principles of business
responsibility &
commitment to Human Rights. Our Company wide Code
of Business Conduct (COBC) and Human Rights Policy
expresses our commitment to do business with ethical
values and embrace practices that supports environment,
human rights, and labor laws on a worldwide basis. They
are aligned to globally accepted standards and frameworks
like the U.N. Global Compact, U.N. Universal Declaration
of Human Rights and International Labour Organization’s
Declaration on Fundamental Principles and Rights at
Work (“ILO Declaration”). Our commitment to human
rights covers employees, suppliers, clients, communities
and countries 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.
48
Organisation structure and
approach
The HR structure is organized in such a way, that it is closely
aligned to the business at all levels. Following are the teams
working across business teams & centers of excellence.
Each team is responsible to work on the people strategy
areas and collaborate on joint goals.
•
•
•
•
Business HR teams: are aligned to Wipro lines
of business/service lines, driving the employee
engagement charter & key people processes.
Staffing teams: focus on fulfilling open people
positions through internal redeployment or external
hiring
Specialized Centers
leading
functional areas or driving key projects and
initiatives across the company:
•
•
•
•
Compensation & benefits
Assessments & Competency
Learning & Development – Training
Talent Management (policies & people process
design)
of excellence
• Organization Capability
• M & A
• Diversity & Inclusion
• Ombuds
•
Shared Services: is responsible for helpline/ticket
based day to day employee queries and issues. A key
charter for the team is to drive employee experience
through simplified and user friendly processes.
Prevention of Sexual Harassment
It is our belief that long-term sustainability of our human
capital strategy requires a structured approach to identify,
monitor, and measure
indicators of performance and
drive higher accountability. With this in view, we have
built human capital indicators as applicable for the teams
mentioned above into the goals and targets of human
capital functions and business 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
human capital strategies and are reviewed regularly both at
organizational and individual business unit levels through
one-to-one performance reviews and team reviews.
Performance highlights
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.
for women technologists in Wipro was hosted
where 800 women technologists participated
• Women of Wipro(WoW) speaker series – Senior
from client organizations
women
conducted open connect sessions with women
employees of Wipro under the aegis of ‘WoW
Speaker Series’.
leaders
D & I Awards 2016-17
• Wipro won Innovative Policies & Practices for
Persons with Disabilities Award 2017 by Zero
Project, Vienna.
• Wipro won “Excellence in Diversity & Inclusion”
award at SHRM India HR Awards 2016
• Wipro was awarded a runners Up in “Diversity
& Inclusion” in the Corporate HR Best Practices
category at NHRD HR showcase 2016 event
Gender Diversity: Our Gender Diversity journey has now
evolved and matured over the past few years. Focus on
gender diversity in Wipro in 2016-17 has been around
developing and nurturing the talented women in the
organization through various
initiatives. Our programs
have been well received on the ground. 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’ (WoW). In FY’17 we have over 15 percent
women in managerial position.
Key highlights:
• Women of Wipro (WoW) Mentoring Program -
This is now an industry recogonised program
and a leading best practice. It enables the
careers of high potential women employees in
middle management by providing them a forum
to get mentored by Senior Leaders. The fourth
batch of the program recently concluded in
FY17.
• Women
in Technology Forum aims at
encouraging women technologists in Wipro and
increasing their visibility through internal &
external forums. Wipro sponsored participation
of women in IEEE summit, Grace Hopper
Conference and internally launched, a digital
hackathon. International Women’s Hackathon
inaugurated
• Day Care Centers for employees’ children
in our Hyderabad and
were
Bangalore premises. The day care centers are
well equipped and have seen enthusiastic
registrations from our employees. This will
continue to be a key focus area for the coming
year as we evaluate tie ups or opening in house
day care centers in other locations.
Thought Leadership and Advocacy: Wipro has
participated in various eminent forums by
bodies like SHRM (Society for Human Resource
Management), NASSCOM, Catalyst, NHRDN
(National HRD Network), during the year. This
year Catalyst and Wipro co-hosted a Round
table on ‘Strategies to Retain Mid-Career
Women’.
•
Persons with Disability: Our
inclusion framework for
Persons with Disability (PwD) focuses on key themes of
Policy, Accessible Infrastructure, Accessible Information
Systems, Recruitment, Training and Awareness. Wipro
recognized at prestigious national
employees were
like Union Ministry
and
of Social Justice & Empowerment & NCPEDP
for
in Persons with Disability space.
being role models
international platforms
As on March 31, 2017 there were 334 employees who had
voluntarily declared their disabilities through our online
Self Identification Form. Number may vary since a number
of employees with disabilities do not prefer to declare their
disability. We continued our recruitment efforts through
employee referrals, job fairs, social media & collaboration
with NGOs and hired 39 talented candidates with disabilities
in the year.
Key highlights:
•
•
Awareness & Sensitization: Webinar on
‘Towards
Inclusivity-An Accessible Digital
Future’ by Jennie Lay-Flurrie Microsoft’s
Chief Accessibility Officer was organized. The
webinar received tremendous response with
550+ attendees
A number of events were organized to engage
with persons with disability: International Day
for Persons with Disabilities was celebrated
by conducting various awareness programs
& contests. Activities like awareness mailers,
sensitization sessions, ‘In campus navigation
challenge, Tweet chat were organized. Annual
All Hands Meet for persons with disability
included panel discussions and provided a
49
•
platform to recognise talent across various
award categories.
Thought Leadership and Advocacy: Wipro
‘Disability
sponsored National Seminar on
Inclusion
Sustainable
Developments Goals’
by NCPEDP. We
participated in the CII platform on new Rights
of Persons with Disabilities (RPD) bill 2016
Webinar series and shared best practices in
Wipro.
across
all
17
• We carried out evaluation work in partnership
with DEOC on the status of disability inclusion
during the year. All processes were audited from
Inclusion perspective i.e. Policies, Accessible
Infrastructure,
Information
Systems, Recruitment, Training, Awareness and
Engagement. Audit results have been taken
ahead for action in the current year FY 18.
Accessible
Employee Well Being and 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:
•
•
Employee
• Hazard Communication:
connect
programs conducted to bring awareness among
employees on
reporting of hazards, unsafe
conditions and unsafe acts to help in reduction of
Injury rate.
Programs were held across locations in India on
emergency response, mock evacuation drills, hazard
recognition, driver safety training, first aid training,
fire-fighting training etc.
Vehicle based Quick Reaction Teams deployed in
major locations continues to provide services to
ensure safe commute and help during emergencies.
• 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 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 17, 1900+
women employees have undergone the Security
Awareness and Self Defense sessions conducted
across locations.
• Women’s Health: Breast cancer awareness and tests
were conducted across locations,; 800+ women
employee’s participated during the event
Cafeteria Hygiene: Regular inspections and audits
performed by both internal and external teams.
•
50
•
Over 157,000 participants (employees, contractors
and service providers) attended trainings on
Health & Safety covering Occupational Health,
Transportation, Hospitality, Emergency Response
and Security domains.
Health & Wellness
Awards 2016-17
• Wipro won “Employer with best Employee Health
and Wellness Initiative” award at SHRM India HR
Awards 2016
• Wipro Ranked No 1 in CGP ( Chestnut Global
Partners) Health and Wellness Ranking 2016
• Wipro won the “Platinum Arogya World Healthy
Workplace” FY2016 award in the
Health & Wellness category
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. We actively scan for any specific issues &
risks relating to human rights and labour practices through
these various engagement platforms. Some of these
engagement platforms detailed below:
•
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 (~2%) are
represented through local employee representative
groups, Works Councils and /or Trade Unions in
Australia, Austria, Brazil, Czech Republic, Finland,
France, Germany, Ireland, Italy, Netherlands, Poland,
Romania and Sweden. In some of these countries,
Collective Bargaining agreements are required by
law. The HR function meets these groups periodically
to inform and consult on any change that can impact
work environment. We pro-actively engage with
Works Councils and Unions when it comes to client
employee transfers under the EU Directive of Transfer
•
•
of Undertaking and respective local legislation
such as TUPE, Art. 613a German Civil Code, Art 338
Czech Labour Code etc. Engagement starts in early
stage and provides first-hand information to client
employee representatives on terms and conditions
as well as collective employment matters.
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 Pulse
survey 2016 saw both an increase of participation
and engagement from the previous biennial survey in
2015. Our employee engagement scores went up by
12.5 percentage points and employee participation
scores went up by 3 percentage points. Our in-
house built EPS analytics tool provides analysis of
the results at various levels e.g geography, business
unit, gender, career levels, age, nationality, tenure
and enables us to formulate action plans. EPS
Pulse 2016 results have already been studied and
action areas based on employee feedback have
been finalized for the upcoming year. These include
key
initiatives around Process Simplification,
Manager Effectiveness, Careers & Capability.
Overall this formal feedback process of EPS
helps us to identify and mitigate risks on human
rights and any other organisation processes.
Contract Employee Engagement: Our focus on
responsible people practices extends across our
people value chain, and covers contract employees
and retainers. A Partner Employee Engagement
team (PEET) is responsible for building an engaged
and motivated contract workforce deployed on IT
delivery projects. In FY 16-17, 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
led to higher
through these programs have
engagement
levels. Audits are conducted by
PRO (Partner Relation Office) to ensure that the
statutory and labour/ human rights requirement
are complied. Our key focus area continues to be
to check and implement processes and procedures
at regular intervals and in a phased manner based
on audit findings, feedback from various forums,
open houses, and employee connect programs.
A further extended people supply chain, consists of
temporary workers who are in soft service functions
such as Housekeeping, Security etc. We protect
the interest of such workers by ensuring that
the contracting agency is in compliance with the
Supplier code of conduct and there is no violation
of Human Rights for e.g ensuring salaries of all
workers are in compliance with relevant Minimum
Wages legislations. We ensure that the temporary
contract workers work under the similar working
conditions as employees and employee benefits
such as recreation and refreshments are also made
available to them.
Enabling Careers
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.
We continue to drive a high-performance culture. In FY17,
we institutionalized the practice of quarterly employee
appraisal. This enables employees to excel based on regular
feedback. Learning modules were launched to enable
managers and employees alike to embrace the new process
of Performance management. We also piloted the Agile
Performance Management system for those in Agile roles.
As part of the performance evaluation process, a 360-degree
feedback is provided on leadership competencies for middle
and senior management roles. Appropriate development
plans and interventions are then charted out based on
discussion between manager and employee.
One of our other initiatives in this category is Talent
Marketplace, which enables internal role fulfillment of
senior roles. The objective of the initiative is to connect talent
to opportunities within the organization so as to retain the
senior skilled talent pool. In FY 17 internal redeployment as
a % of total fulfillment was at 66% for senior/strategic roles.
Capability
While technology is fast automating manual work, there
is a new breed of jobs that have evolved and will continue
to make use of technology as a tool and encompass use of
broader skill sets to respond to market demands. In FY 17, our
learning and development (L & D) function launched multiple
programs to upskill/reskill employees in technical as well as
behavioral competences. Employees built their capabilities
through classroom trainings, e-learning modules, expert
and peer learning, project trainings, webinar participation,
outbound trainings, on-job learnings & mentoring.
51
The focus in FY 17 has been on growing new businesses
with existing customers, becoming strategic partner for our
customers, building strong digital skills and core technical
competencies.
•
Learning and Development Awards: Wipro won
the prestigious ATD
for Talent
Development) BEST* Award for 2016. This is the
10th time that we are winning this award. The BEST
Awards recognizes the learning and development
initiatives of our organization.
(Association
•
• Delivery Transformation: To increase the breadth
and depth of engagement with existing customers
and take Delivery to next higher level, we trained
2000+ delivery leaders from strategic accounts
through two programs called “WinMore - Account
Mining for Growth” & ADROIT – for Behavioral
Transformation . These programs are designed for
delivery leaders to enable them to do delivery-led
sales and next-generation delivery
Sales Transformation:
In this digital enabled
business environment, customers no longer look
for technology services but emphasize on business
outcomes. Customers are looking for a strategic
partner to co-create a vision and execution strategy.
Keeping this in mind, a new training program
OneVoice was developed for sales transformation
which trains our sales /customer facing people
with more consultative selling and selling digital
solutions. 2,000+ participants have been covered
through the One Voice Program. We are also creating
a continuum between our delivery and sales teams
through a program called PRISM, which grooms
delivery people to become effective sales people.
•
• Digital Training: In line with the growing demand
for Digital Services, we continue to augment our
workforce with digital skills. Against our annual plan
of training over 33,000 people in FY’17, we trained
over 39,000 employees. Overall, now we have
reached over 60,000 technical employees trained on
Digital skills.
Building core technical competencies: Trend.nxt
Competency framework – in which employees are
encouraged to build depth and width of knowledge in
technical skills – has helped us to build strong skills
across employees, in FY’17 over 21,000 employees
acquired additional skills in upto 4 technology areas.
Through our crowd sourcing platform (“TopGear”),
we have created 70+ customized cloud based
development environments
that enable our
workforce to develop Proof of Concepts, Use Cases,
and Assignments in high-demand technologies.
32,000+ employees have enrolled themselves
through this platform. Employees have so far
contributed to over 20000 assignments and case
studies and over 100 IP Development/Solution
projects. Many of our large accounts have started
using this platform to introduce new-age skills
to their teams to fulfill their upcoming client
demands and create a fungible future ready team.
In nutshell, today we are fully geared up for future
business needs from technical, behavioral and
digital competencies standpoint. Our efforts in
capability building space have helped us increasing
our financial capital by fetching additional business
opportunities & Intellectual Capital by increasing
the technical skill sets of our existing workforce.
Summary dashboard
HR indicators
2017
2016
Overall Employee Strength
Head count*** - as on March 31
181,482
172,912
Diversity & Inclusion
Gender Ratio
Number of Nationalities
Number of people with disabilities
as on 31st March
Number of people with disabilities
hired
33%
106
334
39
32%
105
368
17
Employee Engagement & Well Being
Voluntary Attrition LTM %*
16.3 %
16.1 %
Number of Employee on enterprise
social platform
109,000+, 9,400+
groups
85,000+ , 7,500+
groups
Gross Utilization**
71.5 %
68.8%
* IT Services excluding BPS, Cellent, DesignIT, HPS and Appirio
** IT Services excluding BPS, Cellent, DesignIT, HPS, Appirio
and IME
*** For IT Services. Employee count for IT Services as on
March 31, 2017 is 165,481. In addition, contractors and
retainers augment our employees.
In addition we deploy personnel for security services, facility
management and other allied services through our partners.
52
Intellectual
capital
Wipro’s Research and Development 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 extensively in developing solutions and services
in multiple advanced technology areas (e.g. commercial
wearables, smart robotics, machine vision, autonomous
vehicles, augmented reality, virtual reality and among
others), 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 provide latest innovations to our
customers. We are also investing in new ways of software
development using crowd sourcing, and in new architectures
like blockchain, edge-based architectures for IOT and
always-on architectures.
We have invested in these advanced technologies to
strengthen existing capabilities and enhance our platforms
for rich customer experience. For example, we developed
the Wipro
IMAGINE solution which has near human
ability of having intuitive conversations thereby providing
personalized experience accurately and efficiently. It will
empower our customers’ with support available across all
the channels of communication such as interactive voice
response , text chat, SMS, support center, social media and
email irrespective of the modes of communication. 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. Wipro has filed for 603 patents across
technology areas in FY17.
Intelligence PlatformTM
Wipro has been committed to furthering the Artificial
Intelligence (“AI”) journey for over five years. The pursuit
started by experimenting with learning systems using
cognitive technologies for a number of business scenarios,
and with the building blocks in place, it culminated into
the artificial intelligence platform we know today – Wipro
HOLMES Artificial
(HOLMES)
is a platform which helps enterprises hyper-automate
processes, redefine operations and reimagine customer
journeys. HOLMES is helping businesses revisit their
processes by offloading specific cognitive tasks to the
AI platform to gain cost efficiencies, achieve hyper-
automation, agility and enhanced user experience, thereby
adopting hybrid modes of working (i.e. hyper-automation
enhanced by human effort). We have created IP around
many industry processes and horizontal IT processes using
HOLMES that we are taking to our customers. We have
created an independent unit within the company to scale
this significantly.
To provide open innovation efforts for our customers, we are
driving many new age innovation initiatives through startups
connects, hackathons, and ideathons, among others. We are
part of various industry and startup forums including the
NASSCOM Industry Partner Program (NIPP) and Microsoft
Accelerator which connect promising startups with
corporations, to enable partnerships and growth. We are
working with a variety of open innovation intermediaries to
leverage expert networks across the world to complement
our specialists on niche projects and solve complex
customer problems involving Artificial Intelligence and
Cognitive Systems, among others. We have also entered into
academic and research partnerships across geographies to
collaborate in research in these emerging areas. We also co-
innovate with customers on emerging themes, conducting
joint research, proof of concepts (“POC”) and pilots. Some
of the emerging areas include human machine interfaces,
smart machines, machine vision and blockchain.
The innovation incubation center, Technovation Center
continues to play an important role in helping customers
ideate, design, and experience solution concepts by
leveraging future of technologies, industry processes and
consumer behavior. The Technovation Center has now
evolved into an experience platform which helps Wipro
demonstrate solutions to its customers. We expect to
launch our new and state-of-the-art Technovation Center in
Mountain View, California, USA in the year ended March 31,
2018 which will serve North American clients of Wipro.
We are actively building solutions around industrial robotics,
drones and autonomous vehicles which combined with the
computer vision and cognitive capabilities can address a
variety of market needs across industry verticals. We are
also working on industrial and enterprise wearable solutions
which help improve work image analytics platform which
uses machine learning/deep learning techniques to analyze
video/image inputs and provide actionable insights. The
solutions built over the platform will help solve a number of
complex problems across industries especially associated
with human safety and response time.
Highlights for the year
•
Research and development expenses for the years
ended March 31, 2015, 2016 and 2017 were `2,513,
`2,561 and `3,338 million respectively.
In the year ended March 31, 2017, Wipro filed 603
patents across different countries of the world.
• Won the “Asia IP Elite” award for the fourth year
•
consecutively, for best IP Practices
• Won “India Innovation” award from Thomson Reuters,
for the second consecutive year, recognizing Wipro
as one of the top 50 Innovative Companies in India.
53
Social and
relationship
capital
Organizations do not exist in silos; it can be said that an
organization’s value generation is the summative effect of
its interdependent interactions with various stakeholders
over time and across different contexts, either directly or
indirectly.
Customers
industry
is undergoing tremendous change
IT
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. Engagement is critical to understand and
meet expectations of customers and customer retention is
dependent on the quality of engagements.
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 large accounts to maintain and build the
relationship.
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 rating agencies like Ecovadis and Verego
regularly assess and profile our sustainability performance
in their platform which is used by more than 50 customers of
Wipro. Cutomers have assessed Wipro against sustainability
54
protocols developed by industry consortium like the JAC (Joint
Audit Consortium) from Europe based telecom companies and
the Pharmaceutical Supply Chain Initiative (PSCI).
Highlights of the year
Revenue generated from existing customers / retained
accounts and Net Promoter Score are good indicators of the
relationship capital of Wipro from customer engagement
perspective. The following data is represented for IT Services
business:
• Number of active customers - 1,323 (up from 1,223)
• Number of gross new customers - 256
•
• Net Promoter Score increased by 740 basis points in
Revenue from existing customers - 98%
2016-17 as compared to the previous year
Investors
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) - 2016 for the seventh 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.
Highlights of the year
The following table details the different types of engagement
exercises undertaken by the company in 2016-17:
Particulars
Investor meetings & calls
Conferences attended
Road shows conducted
Earnings conference call
Q1
28
2
1
1
Q2
37
3
1
1
Q3
29
1
2
1
Q4
50
2
3
1
FY
144
8
7
4
Suppliers
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 guided by our values. Our Code of Business
Conduct provides the ethical guidelines and expectations
for conducting business and directs Wipro’s relationship
with its suppliers. The Code is applicable to all suppliers,
agents, service providers, channel partners, dealers and
distributors. The procurement policy addresses social and
environmental aspects like green procurement, supplier
diversity, equal opportunity in sourcing and accessibility of
goods and services for people with disabilities.
•
•
Our Supply Chain Engagement
journey where
sustainability is increasingly becoming critical. 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:
is a
Inform
Communicate intent
and requirements to
our suppliers
Collaborate
Educate our suppliers
on environmental,
social and governance
best practices to be
incorporated in their
business
ENGAGE
Understand
Context and current
compliance of
our suppliers and
developing policies
and processes audits
and assessments of
suppliers
Assess
Audits and
assessments of
suppliers
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.
Our focus for the next couple of years will be the following:
•
Chain
Audits/Assessments
Supply
covering
compliance and sustainability risk aspects: To conduct
onetime audit for 300 identified suppliers and ongoing
regular audit program.
Supplier Diversity Program for Facilities Management
category: To engage diverse suppliers for sourcing
specific sub-categories of products/services.
Green Procurement program for ICT Hardware and
Electronic End of Life: To engage on key aspects with
10 strategic suppliers based on our Green Procurement
Guidelines. For desktops,
laptops and display
equipment our guidelines are in accordance with the
EPEAT (Electronic Product Environmental Assessment
Tool) standard from Green Electronics Council.
• Managed Print Services: This outcome based model
helps bring operational efficiency through better
controls, analytics, reduced resource consumption
(paper, toner) and planned asset refresh.
E-Waste management: All empaneled vendors
are independently verified as per Wipro e-waste
management guidelines. We continue to focus
on requirements of regulatory compliance, asset
recovery and traceability of material.
•
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 or women are identified and
engaged with. The spend from these suppliers constitute
3% total supplier spend ( as declared by supplier and not
verified).
Local Procurement: Wipro encourages sourcing from the
local economy. Local sourcing reduces costs, provides local
employment benefits and reduced environmental footprint
in sourcing. 45 % of suppliers spend is from suppliers based
in India.
Highlights of the year
•
•
Purchased more than 12,000 EPEAT registered
electronic products in 2016
Received EPEAT Purchaser Award from Green
Electronic Council (US)
55
Communities and CSO’s
Key programs in education
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 engage with communities on
issues that matter to them most.
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 proximate
communities
in areas of primary health-care,
education, ecology and disaster rehabilitation
issues
Ecology: Addressing environmental
energy, water, solid waste and biodiversity
like
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 - Wipro
earthian
• Engineering Education - WASE,
WiSTA
Ecology
• Energy & Carbon
• Water
• Waste
• Biodiversity
Wipro applying thought in
schools
Wipro Applying Thought in Schools is Wipro’s social initiative
working on building capacities in school education reform
in India. Bringing about this educational reform requires
deliberate, long term and sustained work in the larger
education system and civil society organizations have an
important role to play in this. Our strategy is to support
civil society organizations engaged in school education to
develop their capacities to work towards this education
reform in a systemic manner.
Over the past 16 years, we have supported 70 organizations
through 132 educational projects and initiatives with an
effective reach to over 19,000 schools. We are currently
in a phase of expanding our work. Drawing on the lessons
from the last 16 years, we aim to significantly increase the
number of organizations that we support, with a special
focus on new and early stage organizations.
Highlights of the year
•
•
strategy
for accelerated
Focused outreach
expansion of organization grants developed;
multiple outreach channels and networks were
explored
Continued support to 23 organizations through
programmatic grants, one-time grants, fellowships
and publications
• Developed a framework on ecosystem support for
early-stage and shifting organizations from other
domains to education as capacity building has
emerged as critical need
19 new organizations have been supported this
year; of these 14 organizations (26 fellows) were
supported through seeding fellowships and 5
through organization support grants
•
• Orientation workshops were held for two cohorts of
•
Seeding Fellows
16th Partner’s Forum on organizational sharing
was held in April 2016. The 3 day forum was a well
attended affair with close to 100 participants from
various organizations.
56
Wipro earthian
Wipro-earthian is Wipro’s Sustainability Education Initiative
which seeks to support and drive sustainability thinking and
action through the learning process in school and colleges
across India. This initiative covers two programs - Wipro
earthian Awards and the Continuous Engagement Program
(CEP) program. The awards program aims at providing school
and college students exposure to multiple perspectives
on biodiversity and water. The CEP is intended to promote
integrated sustainability education in schools and colleges
and to co-create educational practices within institutions
that leads to sustainability action and thinking.
Highlights of the year
• Organized field experiential workshops for students
•
•
and teachers from 7 schools
11 Wipro earthian ‘Sustainability Learning corners’
have been set up in 11 schools across India with a
diverse collection of Audio, video and print medium
on the theme of sustainability
Completed 4 Wipro earthian sustainability quizzes
with a total participation from 360 teams and 720
students
•
• Offered opportunities to students from different
colleges to work with our partners organizations
The first Western region sustainability symposium
for educators was successfully hosted
in
Ahmedabad in October, 2016 with participation from
35 faculty. This was hosted in collaboration with IIM
Ahmedabad, CEPT University, CTARA (IIT Mumbai)
and NID Ahmedabad
Funded the Wipro Sustainability Fellowship at
Indian Institute of Management Bangalore
•
Wipro science education fellowship
program in the U.S.A.
The Wipro Science Education Fellowship is a program
sponsored by Wipro which began in 2012 when Wipro
committed $5.1 million over seven-years, to train three
cohorts of 180 school teachers, fostering leadership and
teaching excellence in science education. The program is
administered through UMass Boston’s Center of Science
and Mathematics in Context (COSMIC). In partnership with
COSMIC, the Wipro SEF program is being implemented by
UMass Boston in Boston, Mercy College in New York and
Montclair State University in New Jersey.
Wipro runs another significant STEM Teacher Fellowship
program for teachers in the Chicago Public School System, in
collaboration with Michigan State University. In 2017, Wipro
partnered with University of North Texas at Dallas (UNT Dallas)
for multi-year program which will involve more than 70 school
teachers, with the aim of nurturing excellence in science,
starting with the public school systems of the Greater Dallas/
Fort Worth (DFW) area.
These programs are a part of Wipro’s deep and long standing
commitment to contributing to improving quality and equity
in education in U.S.A.
57
•
•
upgradation program for about 250 such workers
About 60,000 people benefitted from livelihoods
projects as part of our disaster rehabilitation work in
Cuddalore, Tamil Nadu and Utharkashi, Uttatrakand.
Projects on water include setting up or reviving
rainwater
schools,
maintenance of a lake, and a study of groundwater
resources
harvesting
systems
in
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).
Key programs in 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 healthcare, children with disability
and environment. In addition, the trust also works on long-
term rehabilitation of affected communities after natural
disasters. The focus areas and the scope of work are:
•
•
•
•
to
for underprivileged
Education – Support direct way access
educational opportunities
children
Children with Disability – Supports the educational
and rehabilitative needs of underprivileged children
with disabilities
Primary health care – Work with partners in the
delivery of good quality health care services to
underprivileged communities around our locations
and in remote underserved areas. Also build the
capacity of the communities in terms of higher
awareness and developing a higher degree of self-
reliance to handle their own primary health care
needs
Community ecology – Work on Environment
projects that have direct benefit for underprivileged
communities. Examples are (i) social forestry in
rural areas which provide livelihood opportunities to
poor farmers and (ii) Initiatives on social welfare and
improved working conditions of waste pickers in the
urban waste space
• Disaster Rehabilitation – Work on
long term
rehabilitation of the affected communities after a
natural disaster
Wipro matches 1:1 all monetary contributions made by
employees to Wipro Cares. The number of employees who
contributed in 2016-17 stands at more than 28000.
Highlights of the year
•
• Nearly 70,000 children of migrant laborers working
in construction sites in the city benefitted from our
20 education projects in eight states
‘Children with Disability’ program now supports
the educational and rehabilitative needs of 2400
underprivileged children with disabilities through
12projects in six states
Through 3 projects in two states, an aggregate of
over 70,000 people get access to primary health
care
Project
in
Bangalore provides social, nutritional and health
security to nearly 2700 workers in the informal
sector of waste and provides a comprehensive skills
in urban solid waste management
•
•
58
Natural
capital
Ecological sustainability is a cornerstone of our charter
on natural capital stewardship. Our approach is built on
the pillars of Energy efficiency and Green House Gases
(GHG) mitigation, Water efficiency and Responsible Water
management, Pollution and Waste management, and
Biodiversity.
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, 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: 55 locations (includes 3 operational data centers)
representing 79% of our workforce. The majority of
operations are based out of 23 owned locations.
Overseas: 163 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://www.wipro.com/documents/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 ISO 14001:2004 standard.
Energy eff iciency & GHG
mitigation
In 2015-16, we undertook a target setting exercise to
propose targets for the period 2015-16 to 2019-20. We used
the science based target setting framework 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. We have adopted targets for
2025 and 2030 also and these will be revisited at the next
target review exercise in 2020.
The following goals have been set for the period 2015-16 to
2019-20:
•
•
Absolute Scope 1 and2 GHG emissions - Absolute
emissions reduction of 35,000 tonnes.
Energy Intensity in terms of EPI (Energy Performance
Index) - Cumulative reduction of 11% in EPI over 5
years
• GHG Emission Intensity (Scope 1 and Scope 2) on
Floor Area (FAR) basis - Cumulative reduction of 33
% in GHG intensity from 140 Kg / Sq. Mt (kpsm) to 94
kpsm of CO –eq
Renewable Energy (RE)- Doubling renewable energy
procurement of 65 Million units in 2015 to a target of
135 Million units in 2019-20
•
Our performance against these goals are detailed below.
Absolute Emissions: The absolute India’s Scope 1 and 2
emissions for 2016-17 has decreased by 4.4% from 2,52,155
to 2,41,122 tonnes (a reduction of over 11000 tonnes). Global
Scope 1 and 2 emissions for 2016-17 has decreased by
3.4%This is primarily due to higher share of renewable energy
procurement. The dashboard below provides a summary of
our Global and India GHG emissions for office spaces – from
Scope 1 (emission from direct energy consumption, like fuel)
and Scope 2 (emissions from purchased electricity). The
figures are net emissions for all years, after considering zero
emissions for renewable energy procured.
Energy Intensity: EPI for office spaces, measured in terms
of energy per unit area is flat at 2015 figures of 195 units
per sq. meter per annum. While absolute India offices energy
consumption has decreased by 4% due to energy efficiency,
operating area shows a sharper reduction of 6.3% as of
March 2017 due to consolidation of operations. We expect
the EPI metric to show an improvement in 2018 when we
look at full year energy data for consolidated operations.
Emissions Intensity: Our India office space emissions
intensity (Scope 1 and Scope 2) is at 128 Kg Co2 eq. per
Sq. Mt. per annum, an increase of 4.7% from last year,
largely due to a decrease of 6.3% in operating area due to
consolidation of operations throughout the year. However
the global people based emissions intensity is down by more
than 10% to 1.58 tons per person per annum. Absolute GHG
emissions reduction of 1.8% for India office operations was
contributed by shift from DG electricity to grid in Chennai,
energy efficiency measures and RE procurement.
Energy Consumption: The total energy consumption,
electricity and back-up diesel generated, for office spaces
across all global operations in IT is 315 Million Units (India
contributes to 289 Million units). Data centers in India
and overseas (USA and Germany) contribute to another 85
Million units. 96.6 million units of RE was procured through
PPAs (Power Purchase agreements) with private producers.
59
GHG Scope 1 and 2
(Tons of CO2 Equiv. per Sq. Mt. per annum)
270,000
269,117
263,733
254,072
254,764
252,155
241,122
260,000
250,000
240,000
230,000
2014-15
Global
2015-16
India
2016-17
GHG Mitigation Measures
working and collaboration are some of the cost and process
optimization measures implemented over past few years. We
have seen an air travel footprint reduction (distance as well
as emissions) reduction of over 19% compare to 2015-16.
Employee Commute: Employees have various choices for
commuting are driven 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 (41%), 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.
Our five year GHG mitigation consists of three key elements
– Energy Efficiency, Renewable Energy (RE) Purchase and
Travel Substitution; of this, RE procurement will contribute
the maximum, 80% share to GHG emission mitigation
strategy.
IT led soft infrastructure enablers like anytime direct
connectivity access to office intranet applications, secure
personal device connectivity through the BYOD initiative
(Bring Your Own Devices) are steps in enabling more flexible
work place options.
•
•
•
(AHUs),
Energy Efficiency: These measures include new
retrofit technologies to improve Chiller and Air
Handling Units
integrated design and
monitoring platforms. 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 2017, we have 2,920 virtual servers (2,088
in 2015-16) running on 312 physical servers which
contributes to an energy savings of approximately
12.5 million units annually. The savings showed an
increase of 35% over the previous year.
RE procurement: For the reporting period of 2016-
17, RE contributed to approximately 33% of our total
India energy consumption. Our target for next year is
110 million units.
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
million units of grid electricity.
Business Travel: The IT services outsourcing model require
frequent travel to customer locations, mainly overseas,
across the delivery life cycle and contributes to around
1/4th of our overall emissions footprint. This includes travel
by 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
60
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.
GHG Scope 3*
(Tons of CO2 Equiv. per Sq. Mt. per annum)
300,000
275,000
279,701
250,000
245,073
245,975
225,000
200,000
2014-15
2015-16
2016-17
Global
*This graph only includes emissions from business travel,
commute, waste and logistics to enable YoY comparison.
The table overleaf shows the applicability and current
reporting coverage across our operations for the major
Scope 3 categories.
Total Emissions
The overall emissions across all scopes is 6,59,831 tonnes.
Within this, the main contributors to our GHG emissions are:
Electricity – Purchased and Generated (35%), Upstream
fuel and energy emissions (16%), Business Travel (21%) and
Employee Commute (16%).
Scope 3 Emissions Category
Applicability
Current Reporting, Coverage within IT business
Upstream scope 3 emissions
Purchased goods and services
Capital Goods
Fuel- and energy-related activities
(not included in scope 1 or scope 2)
Upstream transportation and
distribution
Waste generated in operations
Employee commuting
Business travel
Upstream leased assets (Leased
office space)
Downstream scope 3 emissions
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Based on purchase ledger for 2015-16 and application of
econometric input-output model for different categories and
business activities: 55, 588 tons of CO2 equiv.
Well To Tank (WTT) and Transmission and Distribution (T&D)
losses globally is 103,504 tons of CO2 equiv.
Not Reported, as not material
For India operations, which represents nearly 85% of footprint
For India operations, which represents nearly 85% of footprint
Includes air, bus, train, local conveyance and hotel stays
This is reported under Scope 1 & 2
No product business, leased assets, franchisees or equity
investments with environmental impact
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 Solar PV-based Smart Micro-
Grids in India”. In the first year of the program, we have
completed a modeling and scenario assessment in non-
electrified villages across three sites in Karnataka.
Water eff iciency and
responsible use
At Wipro, we view water from the three inter-related lens of
Conservation, Responsibility and Security; our articulated
goals are therefore predicated on these three dimensions.
• Water Efficiency –
1) Improve water efficiency (fresh water use per
employee) by 5% year on year
2) Reduce absolute water consumption in existing
campuses by 20% between FY16 and FY21
• 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 1.119 m3 per month as
compared to 1.295 in 2015-16, an improvement of around
13.5% and absolute reduction of around 152 million litres
of freshwater. We recycle 1050.7 million litres of water in 27
of our major locations (884.3 million litres in 2015-16) using
Sewage Treatment Plants (STPs), which represents 38%
(32% in 2015-16) of the total water consumed. The amount
of recycled water as a percentage of freshwater extracted
is around 61.7%. This improvement in efficiency is due to
the ultra-filtration and RO projects for STP treated water we
have undertaken across our large locations.
Sourcing of Water: Water input is from four sources - ground
water, municipal water supplies, private purchase and
harvested rain water – with the first two sources accounting
for nearly 64% of the sourced water. The majority of the
balance 36% is from private sources near our operational
facilities. The water supplied by the municipal bodies and
the industrial association are in turn sourced primarily from
river or lake systems. Water that is purchased from private
sources can be traced to have been primarily extracted from
ground water.
Community Water Programs: Wipro partners with experts
organizations, action groups and government bodies to
address issues affecting the communities in the vicinity of
our organizations.
Participatory Ground Water Mapping Program (PGWM):
Ground water is a primary source of water in Bengaluru,
61
We have set 4 ambitious goals for pollution and waste
management and we have achieved 3 goals so far. The details
of our performance against the goals are given below.
• Goal 1: Reduce Mixed Solid Waste (MSW) intensity
to half by 2017 as compared to 2013-14
• MSW intensity decreased from 3.26 Kg to 1.55
Kg per employee per annum.
• Goal 2: Reduce landfill intensity to half by 2017 as
compared to 2013-14
•
Landfill intensity halved from 3.12 to 1.55 Kg
per employee per annum.
• Goal 3: 100% of paper, cardboard, hazardous and
e-waste, mixed metals/scrap and plastics to be
recycled/ handled as per approved methods by 2017
•
100% recycling of
inorganic waste. Waste
segregation at source is implemented as a
standard practice at all locations and extensive
communication with active
involvement of
employees and our partners has been key to
achieving the goal.
• Goal 4: 100% of organic waste to be handled inhouse
at owned locations by end of 2017
•
Presently, 80% of organic waste is handled
incampus. 20% is sent as animal feed to farms.
The total quantum of waste collected was 7484 tonnes in
2016-17, against 6368 tons in 2015-16. This increase of 17%
is primarily due to increase in Construction and Demolition
(C&D) debris from extensive renovation/retrofit work at
some of our campuses.
Air Emissions
We monitor diesel generator stack emissions (NOx, Sox and
SPM) and indoor air quality (CO, CO2, VOC’s, RSPM) across
locations every month. These meet the specified regulatory
norms.
Waste categories
(Quantity in tonnes)
Recycle
Other
Landfill
Incineration
3,378 (%)
197 (%)
289
459
especially for peripheral areas of the city which are not
connected to the city municipal supply. In the last three years,
the program has attempted to explore the issues of ground
water in a 35 sq. km area around our corporate head-quarters
in Bengaluru – an area that is completely dependent on
ground water for its needs and which is largely unregulated.
This is representative of many rapidly developing urban and
peri-urban cities in India; in Bengaluru itself around 40%
of its water needs is met by ground water. Our approach
was to use a science based approach to understand the
hydrogeology of the area and engage communities through
various platforms (citizen science, advocacy, facilitation
of interventions). The program involved extensive borewell
monitoring, VES (Vertical Electrical Sounding) studies and
detailed studies in selected clusters. The idea was to evolve
a decentralized model of ground water management.
The program has established the feasibility of shallow
aquifer as a source of water as well as recharge and its
linkages with how we treat surface water systems like
rivers, lakes, wetlands and wells as part of a connected
hydrogeological system. In the next phase of the program,
we intend to expand to other areas of the city and also
continue the work on communication and 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 eight Curated
programmes and two annual conferences till date, where
representatives from six 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 / 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 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 include (i) recycling the waste for
further use or (ii) arranging for safe disposal. To operationalize
our strategy, we follow segregation of 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.
62
Waste Handling
(by Category of Waste)
C&D
Mixed scrap
Mixed solid waste
Packaging, plastic, mixed metals
Organic waste
Inorganic waste
Battery & used oil
Hazardous, Biomedical, Inorganic tissue
E Waste
0%
20%
40%
60%
80%
100%
Recycle
Incineration
Landfill
Other (Animal Food)
Collaborative Engagements
We started working with partners for certain categories
of waste where the recycler ecosystem has not matured
– thermocol, sytrofoam, used oil. The revised operating
procedures and recycler requirements for electronic end
of life enable better materials recovery, traceability and
disclosure of downstream recycler practices. We will work
with our partners and vendors in driving better practices
and behaviours keeping in mind both human and ecological
impacts of any changes.
We continue to work with Electronic City Industrial area in
Bangalore on Electronic Waste issues. A common e-waste
collection center is now operational and we are looking at
management of waste streams, especially lighting and
other lower value waste. Apart from this, we continued to
be part of the sub-committee on ‘Waste’ in the CII National
Environment Committee. We also continue to be associated
with “Reimagine Waste” hackathon being conducted in
association with Indian Institute of Science, Bengaluru,
Waste Ventures and other partners.
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
All new campuses to incorporate biodiversity
principles into their design
In our approach towards campus biodiversity, our program
takes an integrated approach towards the contribution
in reducing energy and carbon intensity, improving water
retention and ambient air quality. Our first flagship project
in biodiversity is the unique Butterfly Park and wetland
biodiversity zone that uses recycled water at the Electronic
City campus in Bangalore. We also have a second project
in Pune which includes five thematic gardens – aesthetic
and palm garden, spring garden, Ficus garden, spice and
fruit garden – through plantations of native spaces specific
to the local geography. This would be a unique project in a
corporate campus with a dense year-round flowering of
more than 240 species of native plants serving multiple
ecological purposes. These are long term multi-year projects
and similar programs will commence at two of our other
campuses. 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 – builds a larger sense of
connectedness and emphasizes values of sensitivity and
our place in the world around us. We regularly conduct
photography, walks and plantation activities for employees
and their children.
One such initiative is the “Nurture Your Patch” program, an
urban farming project at one of our campuses. Selected
employee teams underwent a session on urban farming from
an experienced landscape architect. They were provided
with gardening equipment, seeds, compost, water points
and other know how. The teams are free to grow any variety
of shrubs or small plants. Teams tend to their patches every
day and some of the teams have already harvested produce.
In addition, our operations team in two locations harvests
produce regularly and donates to orphanages and special
schools in proximate areas.
In association with ecobasics, we are also developing
an ecosystem assessment framework for urban built
campuses – which will address all the ecosystem services.
This will take in observed floral and faunal species data
along with other environmental data and provide a template
for baselining and action planning.
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
An update
Capital
Valuation
Program
–
Natural capital valuation provides a deeper insight because
it factors scale alongside critical environmental parameters
such as regional water scarcity and the ecosystem services
provided by land. Wipro, in association with Trucost (UK),
has undertaken an annual natural capital valuation
exercise since 2014. The valuation looks at our global
63
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 total environmental costs relating to Wipro’s operations
and supply chain was equal to `11,433 million for 2015-
16. The largest contributions came from GHG emissions
(50%), air pollution (19%) and water consumption (20%). The
overall natural capital valuation increased by 14% from the
2014-15 financial year. The operational value chain stage
accounted for 33% of Wipro’s total environmental cost.
From a geography perspective, India accounts for 83% of the
overall environmental cost.
The above figures are net of our positive valuation that are
attributable to our environmental initiatives. Between 2014-
15 and 2015-16, Wipro’s environmental initiatives such
as emissions reduction activities and renewable energy
procurement reduced its overall environmental costs by
`1,086 million (`884 million in 2014-15). This accounts to
9% of the total 2015-16 environmental costs. The valuation
for 2016-17 will be completed by August 2017 – however the
trends are unlikely to be significantly different.
Value Chain Split (in ` million)
Environmental Indicator Valuation (in ` million)
Environmental
Indicator
2015-16: Valuation
(` million)
%
Contribution
Value Chain
2015-16:
Valuation
(` million)
2014-15:
Valuation
(` million)
% Change
since 2014-15
5,761
2,205
2,245
822
240
203
50%
19%
20%
7%
2%
2%
Supply chain:
Purchased
goods &
services
Supply chain:
Fuel & energy-
related
activites
Supply chain:
Business
travel
Supply chain:
Employee
commuting
Operational
3,815
3,580
1,428
792
7%
80%
3,320
3,196
4%
1,595
1,249
28%
1,319
1,258
5%
11,476
100%
Total
11,476
10,075
100%
GHGs
Air pollution
Water
consumption
Water pollution
Land use change
Waste
Total
64
Board’s
Report
On behalf of the Board of Directors (the “Board”), it gives
me great pleasure to present the 71st 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, 2017.
I.
Financial Performance
Vide notification dated February 16, 2015, the Ministry
of Corporate Affairs notified the Indian Accounting
Standards (“Ind AS”) to be applicable to certain
class of companies including listed companies, for
the accounting periods beginning on or after April 1,
2016, with comparatives to be provided for the period
ending on March 31, 2016. Ind AS has replaced the
existing Indian GAAP prescribed under section 133
of the Companies Act, 2013. The standalone and
consolidated financial statements for the financial
year ended March 31, 2017, forming part of this
Annual Report, have been prepared in accordance
with Ind AS with a transition date of April 1, 2015.
Explanations capturing areas of differences and
reconciliations from Indian GAAP to Ind AS have been
provided in the notes to accounts to the standalone
and consolidated financial statements.
On a consolidated basis, our sales increased to
` 550,402 million for the current year as against
` 512,440 in the previous year, recording a growth of
7.41%. Our net profits declined to ` 85,179 million
for the current year as against ` 89,571 million in the
previous year, recording a decline of 4.90%.
On a standalone basis, our sales increased to
` 456,396 million for the current year as against
` 446,808 million in the previous year, recording a
growth of 2.15%. Our net profits declined to ` 81,617
million for the current year as against ` 82,005 million
in the previous year, recording a decline of 0.47%.
Key highlights of financial performance of your
Company for the financial year 2016-17 are as
follows:
(` in millions)
Standalone
Consolidated
2016-17 2015-16 2016-17 2015-16
4,86,178 4,73,914 5,79,951 5,39,962
Sales and Other
Income
Profit before Tax
1,06,871 1,05,942 1,10,393 1,14,937
Provision for Tax
25,254
23,937
25,214
25,366
Net profit for the year*
81,617
82,005
85,179
89,571
5,154
(2,052)
2,184
2,708
86,771
79,953
87,363
92,279
Other comprehensive
income for the year
Total comprehensive
income for the year*
Total comprehensive
income for the period
attributable to:
Minority Interest
-
-
(179)
(578)
Equity holders
86,771
79,953
87,184
91,701
Appropriations
Dividend
7,291
29,635
7,249
29,457
Corporate tax on
dividend distribution
1,485
6,037
1,485
6,037
EPS
- Basic
- Diluted
33.61
33.51
33.38
33.31
34.97
34.87
36.26
36.19
*
Profit for the standalone results is after considering
a profit of ` 210 million (2016: Loss of ` 563 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 Financial Statements,
these are considered as hedges of net investment in
non-integral foreign operations.
Wipro Limited
65
Dividend
Pursuant to regulation 43A of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), the Board approved a Dividend
Distribution Policy at its meeting held over October
20-21, 2016. The policy details various considerations
based on which the Board may recommend or declare
Dividend, current dividend track record, usage of
retained earnings for corporate actions, etc. The
policy is available on the Company’s website at http://
www.wipro.com/investors/corporate-governance/
policies-and-guidelines/.
Pursuant to the approval of the Board on January
25, 2017, your Company paid an Interim Dividend of
`2/- per equity share of face value of ` 2/- each, to
shareholders who were on the register of members
as on February 3, 2017, being the record date fixed
for this purpose. The Board did not recommend a final
Dividend and therefore total Dividend for the year
ended March 31, 2017 will be ` 2/- per equity share
of face value of ` 2/- each.
During the year 2016-17, unclaimed Dividend
for financial year 2008-09 of ` 41,75,404/- was
transferred to the Investor Education and Protection
Fund (IEPF), as required under the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (as amended from
time to time). Pursuant to the provisions of section
124(6) of the Companies Act, 2013 and the rules
mentioned aforesaid, equity shares in respect of
which dividend has not been claimed for the financial
year 2008-09 will be transferred to the IEPF Authority
in accordance with the aforesaid rules.
Buyback of Equity Shares
Pursuant to the approval of the Board on April
20, 2016, your Company completed buyback of
4,00,00,000 equity shares in July 2016 for an
aggregate amount of ` 2500,00,00,000/-, being 1.62%
of the total paid up equity share capital, at ` 625 per
equity share. The buyback was made from all existing
shareholders of the Company as on May 6, 2016, 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. The Board will consider a proposal for
another buyback of equity shares of the Company
around July 2017.
Issue of Bonus Shares
On April 25, 2017, the Board recommended a proposal
for issue of Bonus Equity Shares in the proportion of
1:1, that is 1 (One) bonus equity share of ` 2/- each
for every 1 (One) fully paid-up equity share held
(including ADS holders) as on the record date, subject
to approval of the shareholders of the Company
through postal ballot. The record date for reckoning
eligible shareholders (including ADS holders) entitled
to receive bonus shares is June 14, 2017. The bonus
issue is likely to be completed on or before June 24,
2017.
Transfer to Reserves
Appropriations to general reserve for the financial
year ended March 31, 2017 as per standalone and
consolidated financial statements are as under:
(` in millions)
Standalone Consolidated
Net profit for the year
81,617
85,179
Balance of Reserve at the
beginning of the year
Transfer to General
Reserve
Balance of Reserve at the
end of the year
Subsidiary Companies
4,07,316
4,56,507
-
-
4,62,195
5,11,841
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 from page nos. 262 to 265
of this Annual Report. The statement also provides
details of performance and financial position of each
of the subsidiaries.
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.
66
Annual Report 2016-17
During the financial year 2016-17, your Company
invested an aggregate of `994 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 2016-17, Wipro Promax Holdings Pty
Ltd and Wipro Promax IP Pty Ltd were de-registered
and 3D Networks UK Limited was liquidated. Further,
Knowledge Infusion LLC was merged with and into
Appirio Inc., Harrington Health Services, Inc. was
merged with and into HealthPlan Services, Inc., and
HealthPlan Holdings, Inc. was merged with and into
HPH Holdings Corp.
Share Capital
In order to have adequate capital to accommodate
the issue of bonus equity shares, the Board at its
meeting held on April 25, 2017 approved increase in
authorized capital from ` 610,00,00,000/- (Rupees
Six Hundred and Ten Crores) to ` 1126,50,00,000/-
(Rupees One Thousand One Hundred and Twenty
Six Crores and Fifty Lakhs) by creation of additional
258,25,00,000 (Two Hundred and Fifty Eight Crores
and Twenty Five Lakhs) equity shares of ` 2/- (Rupees
Two each) and consequent amendment to clause 5
of the Memorandum of Association of the Company.
The increase in authorized share capital is subject to
approval of the shareholders through postal ballot.
During the year 2016-17, the Company allotted
1,87,275 equity shares and transferred 11,01,217
equity shares of ` 2/- each pursuant to exercise
of stock options. Also, the Company extinguished
4,00,00,000 equity shares consequent to buyback
in July 2016. Consequently, the paid-up equity share
capital of the Company as at March 31, 2017 stood at
` 486,18,01,130/- consisting of 243,09,00,565 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 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. It 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 its 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.
The vision for your Company’s business 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 for 2020 has set the
direction of our strategy.
The markets 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, an uncertain
economic environment and immigration restrictions
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
Wipro Limited
67
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 and
Chief Risk Officer. These trends on newer business
models, emerging technologies and sourcing patterns
provides 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 to large
enterprises in all major industries. Your Company
continues to focus on being a system integrator of
choice where it provides IT Products as a complement
to its IT Services Offerings rather than sell standalone
IT Products.
Outlook
According to Strategic Review 2017 of the National
Association of Software and Service (“NASSCOM”),
in FY17, IT export revenues from India grew by 7.6%,
to an estimated $117 billion. NASSCOM projects the
Indian Technology & Services industry to reach $200
billion to $225 billion in revenues by 2020 and over
$350 billion by 2025, from a base of $154 billion in
2017.
Acquisitions and Investments
Acquisitions are a key enabler for driving your
Company’s capability to build industry domain,
strengthen its presence in emerging technology areas
including Digital and Cloud, and increase market
footprint in newer markets. Your Company focuses
on opportunities where it can further develop its
domain expertise, specific skill sets and its global
delivery model to maximize service and product
enhancements and higher margins. Your Company
also uses its acquisition program to increase
footprint in certain large customers and pursue select
business opportunities. During the year ended March
31, 2017, your Company acquired Appirio Group, a
global Cloud Services company that creates next
generation worker and customer experiences. In
April 2017, your Company acquired Infoserver S.A., a
specialized IT Services provider for Banking, Financial
Services & Insurance sector in Brazil.
As part of a start-up engagement model, your Company
has invested in building world-class partnerships
through a US$ 100 million corporate venture capital
fund, Wipro Ventures, aimed at investing in cutting
edge start-ups in areas such as Digital, Internet of
Things, Big Data, Open Source, Cybersecurity, Fintech
and Security, Supplier Collaboration Platform and
Artificial Intelligence (AI). During the fiscal year
ended March 31, 2017, Wipro Ventures has seen
strong traction and scale. Currently, there are 9 such
investments with a cumulative spend of $ 24.5 million
in start-ups working in Big Data and Analytics (Talena,
Inc.), Artificial Intelligence (Vicarious FPC, Inc.,
investments through TLV partners), Internet of Things,
(Altizon Systems Private Limited), Mobility (Avaamo
Inc.), Supplier Collaboration Platform (Tradeshift
Inc.), Fintech and Security (Vectra Networks Inc.,
Emailage Corp., Inc. and IntSights Cyber Intelligence
Limited)- technologies that are reshaping the future
of enterprises.
Brand
Your Company is a trusted name in the marketplace,
with an enviable history of business success, built
on a strong set of values. Today, the shifting sands
in the market underscore the need to introspect,
self-examine and embrace change. A little over a
year ago, your Company embarked on a journey of
transformation, with courage and conviction, to shape
its future. This journey called for a new visual identity.
A visual identity that reflects the promise the Wipro
brand makes to its clients - To bring a pioneering,
entrepreneurial spirit and an integrated perspective
to solve its clients’ complex business problems.
Your Company unveiled its new brand identity, and
the new logo represents the way your Company
“connect the dots” for its clients and bring the power
of connected insights with a sense of history – now
seen through a Digital lens for a digital world. The
brand identity embodies the positive energy that each
one of us brings both individually and collectively.
Along with the new identity, your Company has
rearticulated the Spirit of Wipro. Values are an
intrinsic part of Wipro and are closely aligned with
its brand. Your Company’s Brand identity is a visual
expression of its core values, the guidepost for its
decisions, its culture and what it stands for as an
organization.
Your Company’s core Values provide its employees
with the moral compass to deliver on its brand
68
Annual Report 2016-17
promise: Be passionate about clients’ success, Treat
each person with respect, Be global and responsible,
and Unyielding integrity in everything we do.
Key Awards and Recognitions
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:
•
•
•
•
•
•
•
•
•
Wipro received the Citi Lean Partner award for
2015 in recognition of its high levels of service
and performance.
Wipro was recognized with the Best Global
Healthcare and Life Sciences IT Consultancy
& Outsourcing Company Award 2016 at Global
Health and Pharma’s 2016 International Life
Sciences Awards.
Wipro was positioned as a “Leader” in Everest
Group’s 2016 PEAK Matrix™ for Independent
Testing Services for the second consecutive year.
Wipro was included in the Dow Jones
Sustainability Index (DJSI) – World and Emerging
Markets for the seventh time in succession.
Wipro won the Teradata Epic Award for ICP
Collaborative Revenue category at Teradata
Partners Conference & Expo 2016.
Wipro was recognized as the ‘Best Collaboration
Partner’ by Land Transport Authority (LTA),
Singapore at the Land Transport Excellence
Awards 2016
Wipro was recognised a Leader for the Third
Consecutive Year in Gartner’s Magic Quadrant
for Application Testing Services, Worldwide
Wipro was rated as the leading player in the
‘Zinnov Zones 2016 Product Engineering Services
report’ by Zinnov Management Consulting for the
seventh consecutive year
Wipro has been recognized with the ‘Challenge
the Future® 2017 award by Information Services
Group (ISG), a leading global technology research
and advisory firm.
• Wipro was recognized as the 2017 World’s Most
Ethical Company® for the sixth successive year
by the Ethisphere Institute, the global leader in
defining and advancing the standards of ethical
business practices.
Management Discussion and Analysis Report
In terms of regulation 34 of the Listing Regulations
and SEBI circular SEBI/HO/CFD/CMD/CIR/P/2017/10
dated February 6, 2017, your Company has adopted
salient features of Integrated Reporting prescribed
by the International Integrated Reporting Council
(‘IIRC’) as part of its Management Discussion and
Analysis report (“MD&A Report”). The MD&A report,
capturing your Company’s performance, industry
trends and other material changes with respect
to your Companies and its subsidiaries, wherever
applicable, are presented from page nos. 24 to 64
of this Annual Report. The MD&A 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 and includes aspects of reporting as
required by regulation 34 of the Listing Regulations
on Business Responsibility Report. Statutory section
on Business Responsibility Report is provided from
page nos. 319 to 324 to this Annual Report.
III. Governance and Ethics
Corporate Governance
Wipro’s governance framework is driven by the
objective of enhancing long term stakeholder
value without compromising on ethical standards
and corporate social responsibilities. 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
provided at page no. 129 to this Annual Report.
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, 2017,
the Board comprised three executive directors and
seven non-executive Independent Directors.
Wipro Limited
69
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) Dr. Ashok S Ganguly
c) Mr. William Arthur Owens
d) Mr. M K Sharma
e) Ms. Ireena Vittal
f) Dr. Patrick J Ennis
g) Mr. Patrick Dupuis
Number of Meetings of the Board
The Board met five times during the financial year
2016-17 on April 19-20, 2016, June 3, 2016, July
18-19, 2016, October 20-21, 2016 and January 24-
25, 2017. The maximum interval between any two
meetings did not exceed 120 days.
Directors and Key Managerial Personnel
At the 70th Annual General Meeting (AGM) held on July
18, 2016, Dr. Patrick J Ennis and Mr. Patrick Dupuis
were appointed as Independent Directors to hold
office from April 1, 2016 up to March 31, 2021.
Pursuant to the recommendation of Board Governance,
Nomination and Compensation Committee and based
on the report of performance evaluation, 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 70 th AGM. The aforesaid appointments/re-
appointments were approved by the Members at the
70th AGM held on July 18, 2016.
At the 70th AGM held on July 18, 2016, Mr. T K Kurien
was re-appointed as Executive Director designated
as Executive Vice Chairman from February 1, 2016
up to March 31, 2017 and Mr. Abidali Z Neemuchwala
was appointed as Executive Director designated as
Chief Executive Officer from February 1, 2016 up to
January 31, 2021.
At the 69 th Annual General Meeting held on July
22, 2015, Mr. Azim H Premji was re-appointed as
Executive Chairman and Managing Director of the
Company to hold office up to July 30, 2017. Keeping
in view Mr. Azim H Premji’s rich and varied experience
in the Industry, his involvement in the operations of
the Company over a long period of time, his pioneering
role in guiding the Company through four decades
of diversification and growth to emerge as a world
leader in the Software industry, and pursuant to the
recommendation of Board Governance, Nomination
and Compensation Committee, the Board at its
meeting held over April 24-25, 2017 approved, subject
to Members’ approval, re-appointment of Mr. Azim H
Premji as Executive Chairman and Managing Director
for a further period of 2 years from July 31, 2017 to
July 30, 2019.
At the 68th Annual General Meeting held on July 23,
2014, Mr. William Arthur Owens was appointed as
an Independent Director to hold office up to July 31,
2017. Considering his immense contributions to the
Company and pursuant to the recommendation of
Board Governance, Nomination and Compensation
Committee and based on the report of performance
evaluation, the Board at its meeting held over April
24-25, 2017 decided to place the proposal for re-
appointment of Mr. William Arthur Owens as an
Independent Director for a further term of 5 years
from August 1, 2017 up to July 31, 2022, for approval
of the Members at the 71st AGM.
The Company has received separate notices under
section 160 from Members, along with the requisite
deposit, signifying their intention to propose re-
appointment of Mr. Azim H Premji and Mr. William
Arthur Owens as mentioned in the preceding
paragraphs. Accordingly, necessary resolutions are
being placed for approval of the Members at the 71st
Annual General Meeting of the Company.
Pursuant to the provisions of section 152 of the
Companies Act, 2013 and Articles of Association of
the Company, Mr. Abidali Z Neemuchwala will retire
by rotation at the 71st AGM and being eligible, has
offered himself for re-appointment.
70
Annual Report 2016-17
Mr. Vyomesh Joshi resigned as Independent Director
with effect from close of business hours of July 19,
2016 and Dr. Jagdish N Sheth retired from the Board
effective July 18, 2016.
Mr. T K Kurien ceased to be the Executive Vice
Chairman with effect from close of business hours
on January 31, 2017, consequent to his retirement
from the Company.
The Board places on record immense contributions
made by Mr. Vyomesh Joshi, Dr. Jagdish N Sheth and
Mr. T K Kurien to the growth of your Company over the
years.
Committees of the Board
The Company’s Board has the following committees:
1.
2.
Audit, Risk and Compliance Committee, which
also acts as the Risk Management Committee
B o a r d G o v e r n a n c e , N o m i n a t i o n a n d
Compensation Committee, which also acts as
the CSR Committee
3. Strategy Committee
4.
Administrative and Shareholders/Investors
G r i e v a n c e C o m m i t t e e ( S t a k e h o l d e r s’
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 nos. 118 to120 of this
Annual Report.
Board Evaluation
In line with the Corporate Governance Guidelines of
the Company, Annual Performance Evaluation was
conducted for all Board Members as well as the
working of the Board and its Committees.
This evaluation was 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 Board
evaluation framework has been designed in
compliance with the requirements under the
Companies Act, 2013 and the Listing Regulations,
and in consonance with Guidance Note on Board
Evaluation issued by SEBI recently. The Board
evaluation was conducted through questionnaire
having qualitative parameters and feedback based
on ratings.
Evaluation of the Board was based on criteria
such as composition and role of the Board, Board
communication and relationships, functioning of
Board Committees, review of performance and
compensation to Executive Directors, succession
planning, strategic planning, etc.
Evaluation of Directors was based on criteria such
as participation and contribution in Board and
Committee meetings, representation of shareholder
interest and enhancing shareholder value, experience
and expertise to provide feedback and guidance to
top management on business strategy, governance
and risk, understanding of the organization’s strategy,
risk and environment, etc.
The outcome of the Board evaluation for financial year
2016-17 was discussed by the Board Governance,
Nomination and Compensation Committee and
the Board at their meeting held in April 2017. The
Board has received consistent ratings on its overall
effectiveness and has been rated comparatively
higher this year for composition of Directors and their
skills, attributes and experience. The Board has also
noted areas requiring more focus in the future.
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. 115 to this
Annual Report. We affirm that the remuneration paid
to Directors is as per the remuneration policy of the
Company.
Vigil Mechanism
Your Company has adopted an Ombuds process as
a channel for receiving and redressing complaints
from employees and Directors, as per the provisions
of Section 177(9) and (10) of the Companies Act, 2013
and regulation 22 of the Listing Regulations.
Under this policy, your Company encourages its
employees to report any 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,
Wipro Limited
71
if employees so desire). Further, 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 were
denied access to the Audit, Risk & Compliance
Committee.
Related Party Transactions
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 as part of its philosophy of adhering to highest
ethical standards, transparency and accountability.
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 transactions has been placed
on the Company’s website www.wipro.com.
All Related Party Transactions are placed on a
quarterly basis before the Audit, Risk and Compliance
Committee and 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.
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 to 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
and provide updates 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)
(f)
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;
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
72
Annual Report 2016-17
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 the 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, the names of top
ten employees in terms of remuneration drawn and
every employee employed throughout the financial
year and in receipt of remuneration of ` 102 lakhs or
more, and employees employed for part of the year
and in receipt of ` 8.50 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.
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 MD&A report.
Statutory Auditors
Pursuant to the provisions of section 139 of the
Companies Act, 2013, an audit firm can act as
auditors of a listed company 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. Further, companies have been
given a transition time of 3 years from April 1, 2014
to comply with this provision.
As per the above requirement , the term of
Company’s auditors, BSR & Co. LLP, (Registration
No.101248W/W-100022) Chartered Accountants,
Bangalore, comes to an end with the conclusion of
audit for the financial year 2016-17.
After conducting a detailed evaluation and based on
the recommendation of Audit, Risk and Compliance
Committee, the Board approved the proposal for
placing at the 71st AGM the matter of appointment of
Deloitte Haskins & Sells LLP, Chartered Accountants
(Registration No. 117366W/W-100018) as statutory
auditors of the Company for a term of 5 years from
the financial year 2017-18 onwards on such terms
and conditions and remuneration as may be decided
by the Audit, Risk and Compliance Committee. A
resolution to that effect forms part of notice of the
71st AGM sent along with this Annual Report.
Auditors’ Report
There are no qualifications, reservations or adverse
remarks made by BSR & Co. LLP, Statutory Auditors,
Wipro Limited
73
in their report for the financial year ended March 31,
2017.
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, V Sreedharan & Associates,
a firm of Company Secretaries in Practice, to conduct
Secretarial Audit of the Company. Report of the
Secretarial Audit in Form MR-3 for the financial year
ended March 31, 2017 is enclosed as 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 ` 1,000 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 towards
CSR activities. Accordingly, your Company spent
` 1,863 million towards CSR activities during the
financial year 2016-17. The contents of the CSR policy
and CSR Report for the year 2016-17 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,
Research and Development and Technology
Absorption have been disclosed as part of the MD&A
Report.
VI. Other Disclosures
Foreign Exchange Earnings and Outgoings
During the year 2016-17, your Company’s foreign
exchange earnings were ` 404,000 million and foreign
exchange outgoings were ` 212,910 million as against
` 404,862 million of foreign exchange earnings and
` 208,181 million of foreign exchange outgoings for
the financial year 2015-16.
Extract of Annual Return
Pursuant to section 92(3) and section 134(3)(a),
extract of the Annual Return as on March 31, 2017 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 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 Work place (Prevention, Prohibition &
Redressal) Act, 2013
Your Company has a policy and framework for
employees to report sexual harassment cases
at workplace and the process ensures complete
74
Annual Report 2016-17
anonymity and confidentiality of information.
Adequate workshops and awareness programmes
against sexual harassment are conducted across
the organization. A total of 116 complaints of sexual
harassment were raised in the calendar year 2016,
of which 102 cases were disposed and appropriate
actions were taken in all cases within the statutory
timelines.
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.
Acknowledgements and Appreciation
For and on behalf of the Board of Directors,
Your Directors take this opportunity to thank the
customers, shareholders, suppliers, bankers,
business partners/associates, financial institutions
and Central and State Governments for their
Bangalore
June 2, 2017
Azim H Premji
Executive Chairman
Wipro Limited
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79
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
Remuneration paid to Whole-time Directors
Name of
Directors
Title
Remuneration
in fiscal 2017
(` in Crore)
Remuneration
in fiscal 2016
(` in Crore)
No. of stock
options/
RSUs
granted in
fiscal year
% increase/
Decrease of
remuneration
in 2017 as
compared to
2016
Ratio of
remuneration
to MRE (1)
Ratio of
remuneration
to MRE and
WTD (1)
Azim H Premji
Chairman and
Managing Director
T K Kurien*
Executive Vice
Chairman
Abidali Z
Neemuchwala**
Chief Executive
Officer and
Executive Director
Rishad A Premji Executive Director
and Chief Strategy
Officer
0.79
2.17
9.70
13.66
–
–
-64%
15.11
15.11
-
185.54
185.54
13.55
11.96
300,000
13%
259.23
259.23
1.68
2.15
–
-22%
32.24
32.24
RSU - Restricted Stock Units, MRE - Median remuneration of Employees, WTD - Whole Time Director
1.
The remuneration of Executive Directors is computed on an accrual basis. It also includes the accelerated
amortization of Restricted Stock Units (“RSUs”) granted to them, which vest over a period of time.
2. Rounded off to two decimals
*
Mr. T K Kurien retired from the Board of the Company as the Executive Vice Chairman on January 31, 2017. The
remuneration for fiscal 2017 is from April 1, 2016 to January 31, 2017.
** Figures mentioned are rupee equivalent - as amount paid in USD
Remuneration paid to Independent Directors
Name of Directors
Remuneration in
fiscal 2017
(` in Crore)
Remuneration in
fiscal 2016
(` in Crore)
No. of stock options/
RSUs granted in
fiscal year
Dr. Ashok S Ganguly
N Vaghul
M K Sharma
William A Owens 1
Ireena Vittal
Dr. Jagdish N Sheth 1*
Vyomesh Joshi 1*
Dr. Patrick J Ennis 1**
Patrick A Dupuis 1**
0.55
0.66
0.54
2.03
0.53
0.47
0.48
1.60
1.60
0.43
0.54
0.42
2.02
0.42
1.56
1.56
-
-
-
-
-
-
-
-
-
-
-
% increase/
Decrease of
remuneration in
2017 as compared
to 2016
27.91
22.22
28.57
0.50
26.19
-
-
-
-
1 Figures mentioned against these names are rupee equivalent - as amount paid in USD
* Dr. Jagdish Sheth retired from the Board effective July 18, 2016 and Mr. Vyomesh Joshi resigned from the Board
effective July 19, 2016. The remuneration for fiscal 2017 is for the period from April 1, 2016 upto the respective date
of retirement/resignation as mentioned above.
** Patrick Ennis and Patrick Dupuis were appointed as Independent Directors w.e.f. April 1, 2016.
80
Annual Report 2016-17
Remuneration paid to other Key Managerial Personnel (KMP)
Name of KMP
Title
Jatin
Pravinchandra
Dalal
Chief Financial
Officer
M Sanaulla Khan*
Company
Secretary
Remuneration
in fiscal 2017
(INR in Crore)
Remuneration
in fiscal 2016
(INR in Crore)
No. of Stock
options/RSUs
granted in
fiscal year
% increase/
Decrease of
remuneration
in 2017 as
compared to
2016
Excl. WTD
Incl. WTD
Ratio of
remuneration
to MRE
Ratio of
remuneration
to MRE and
WTD
4.54
3.83
87,000
19%
86.91 86.91
1.18
0.92
15,000
-
22.63 22.63
* Mr. Sanaulla Khan was appointed as Company Secretary effective June 3, 2015
The Median Remuneration of employees (MRE) excluding Whole-time Directors was ` 5,23,000 (USD 8,100) and ` 5,25,000
(USD 7,700) in fiscal 2017 and fiscal 2016 respectively. The decrease in MRE excluding the Whole-time Directors in
fiscal 2017 as compared to fiscal 2016 is 0.4% (in `).
The Median Remuneration of employees (MRE) including whole time directors was ` 5,23,000 (USD 8,100) and ` 5,25,000
(USD 7,700) in fiscal 2017 and fiscal 2016 respectively. The decrease in MRE including the Whole-time Directors in
fiscal 2017 as compared to fiscal 2016 is 0.4% (in `).
The number of permanent employees on the rolls of the Company as of March 31, 2017 and March 31, 2016 was 1,37,688
and 123,577 respectively.
The aggregate remuneration of employees excluding WTD grew by 7.89% over the previous fiscal. The aggregate increase
in salary for WTDs and other KMPs was 9% in fiscal 2017 over fiscal 2016.
The Company affirms that the remuneration is paid as per the remuneration policy of the Company.
Wipro Limited
81
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85
Annexure IV
Form No. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Sub Section (1) Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED March 31, 2017
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, 2017 (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, 2017
according to the provisions of:
I.
II.
III.
IV.
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 by the Company during the period under
review.
V.
The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-
a.
b.
c.
d.
e.
f.
g.
h.
i.
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
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;
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015
VI.
Other laws applicable specifically to the Company
namely:
a.
b.
c.
Information Technology Act, 2000 and the rules
made thereunder
Special Economic Zones Act, 2005 and the rules
made thereunder
Software Technology Parks of India rules and
regulations
d. Copyright Act, 1957
e.
f.
The Patents Act, 1970
The Trade Marks Act, 1999
86
Annual Report 2016-17
We have also examined compliance with the applicable
clauses of the following:
clarifications on the agenda items before the meeting and
for meaningful participation at the meeting.
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 entered into by the Company with
BSE Limited and National Stock Exchange of India
Limited
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
As per the minutes of the meetings duly recorded and
signed by the Chairman, the decisions of the Board of
Directors were unanimous and no dissenting views have
been recorded.
We further report that based on the review of the
compliance reports/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, except
for buy back of 4,00,00,000 (Four Crore) Equity Shares of
face value of `2/- each at ` 625/- per share aggregating to
`2500,00,00,000/- (Rupees Two Thousand Five Hundred
Crore), there was no event/action having a major bearing on
the Company’s affairs in pursuance of the above referred
laws, rules, regulations, guidelines etc.,
For V. SREEDHARAN & ASSOCIATES
Company Secretaries
Bangalore
Date: April 15, 2017
(V. Sreedharan)
Partner
FCS: 2347; CP No: 833
Wipro Limited
87
Annexure V
Corporate Social Responsibility Report for the year 2016-17
We present our report on Wipro’s social and environmental
initiatives for the year 2016-17. The core foundation and
strategic direction of our social initiatives has essentially
remained the same since inception in 2001 even as we
have evolved in terms of scale and scope of our programs.
Let us start by emphasizing the key strategic elements of
our social programs:
•
•
•
•
•
•
•
The values of Spirit of Wipro guide all our actions.
We recently rearticulated our values as part of the
relaunch of our brand. Our rearticulated values
remain the same in their essence though with a slight
shift in emphasis on a few elements.
Three of our four values have a direct correlation with
our social initiatives –Respect for every individual,
Being global and responsible and Unyielding integrity.
These are tenets which are cornerstones of any social
change for the better.
Even the fourth value ‘Being passionate about clients’
success’ can be interpreted in the social sector as the
principle of engaging with our partners in a manner
that is based on mutual trust and that is empowering
for both sides.
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 (iii) enhance employees’ well being in
terms of their health and safety as well cognitive and
emotional development.
To engage on systemic and long term issues of
importance in our chosen domains of 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, not only in India.
The salient highlights of our initiatives for 2016-17 are
articulated below. You will also find in this year’s annual
report a detailed summary of our sustainability initiatives
as part of the ‘Management Discussion and Analysis’
section. Starting from last year, we have structured
the MD&A on the principle of integrated reporting. The
principle is aligned with the guidelines of the International
Integrated Reporting Council (IIRC) that seeks to integrate
financial and non-financial capitals as a driving principle
of business. Non-financial capitals include Human,
Intellectual, Natural and Social capitals. Our integrated
reporting emphasizes this fundamental principle of
continuity and connectedness between business and
society. For a fuller understanding, you may also want to
refer to our comprehensive annual sustainability reports
based on GRI principles. These and various other details
are available at the websites, www.wipro.com and www.
wipro.org.
A. Education
Our work in education covers a range of initiatives in
school and higher education from systemic reforms
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 16 years, we have worked to contribute to
systemic reform 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 good organizations working
in this space. We have closely partnered with over
70 organizations in different areas of systemic
reform. The impact of this wide network of education
organizations has been inthe areas of curriculum, text
books, teacher capacity, and school leadership. Over
the last 16 years, our work has spanned132 projects
with a collective reach of nearly 20,000 schools
across 17 states. During 2016-17, we accelerated
our initiative of supporting new and young start-ups
in school education through a structured program of
seeding fellowships. 26 Fellows from 14 organizations
working across a very interesting spectrum of
educational ideas were chosen for support. Our
hope is that such early stage support will eventually
help build a bulwark of strong organizations across
the country which are deeply committed to change
in school education. The second element of our
88
Annual Report 2016-17
strategy is to support organizations working in other
developmental areas like livelihoods or healthcare to
expand their focus of work to school education. Five
such organizations were identified for partnering
during the year. We expect to see accelerated
momentum in this element of our strategy in the next
2 to 3 years. 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 most important
issues in education-.
A.2 Education for underprivileged children: Education
is so critical that it is necessary to focus on multiple
points of leverage. 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 underprivileged children. Run through
Wipro Cares, the employee-supported trust of Wipro,
the program reached out to nearly 70,000 children
across eight states. The number of projects in this
area has doubled in the past couple of years. The
projects address a gamut of critical issues faced by
disadvantaged communities when it comes to school
education – starting from enrolment in schools to
nutrition for children, counseling services for parents,
remedial education, just to name a few. These
children are from some of the most vulnerable groups
in our society – urban slums, tribal communities,
street children.
In parallel, we continue to strengthen our program on
children with disability through 12 projects across
six states that work closely with 2,500 children with
disability from socioeconomically underprivileged
backgrounds. Education for such disadvantaged
sections is never about just schooling. It is linked
to a host of other enabling factors like availability
of nutrition, community support, specially trained
teachers, assistive technology, 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
initiative we started four years back in the U.S. with
a focus on improving STEM (Science, Technology,
Engineering and Math) in schools that primarily serve
disadvantaged communities. Our work centers around
helping teachers become better STEM educators and
change leaders for STEM in their school districts. The
teachers are chosen for 2 to 3 year fellowships and
our partners are the University of Massachusetts,
Boston and Michigan State University. Mercy College
in New York, Mont Clair State University, New Jersey
and University of Northern Texas, Dallas are also
involved with the program. We have worked with more
than 400 teachers till now.
This initiative is aligned with the U.S. federal
government’s priority on improving science and
math education in their school system. The program
runs across 30 school districts in 5 cities – Boston,
Chicago, Dallas, New Jersey and New York. We are
satisfied with the outcomes of this program till now
and will be actively considering expanding it to other
cities.
Wipro’s commitment of about USD 10.8 million
over a period of 6 years is 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
as it highlights our core underlying principle here
that corporations must engage with social issues
wherever they have large operational presence in the
world, not just in India.
A.4 Sustainability Education: Over the last six
years, we have been trying to bring together two
of our key concerns, Education and Sustainability,
through Wipro-earthian, a nation-wide program for
schools and colleges. In the past year, the schools
program saw a significant expansion of coverage to
over 2,500 schools across 75 districts in 27 states
and 2 union territories. One major highlight of this
outreach was the deliberative focus on the North-
East where we had participation from all states
except Mizoram and Tripura. While our strategy
for schools is centered on wide outreach and
awareness building, our engagement with colleges
is more selective and aligned with the particular
characteristics of different disciplines and institutes.
We continue our collaboration with IIM Bangalore for
encouraging doctoral level sustainability research
and with Xavier University, Bhubaneswar for their
School of Sustainability. Like every year, students
from leading institutes got an opportunity to intern
with some of our sustainability partners working on
areas as diverse as water, energy, forest-livelihoods
and natural capital valuation. We also hosted a
unique symposium in the western region that brought
together leading institutes in Design, Architecture,
Wipro Limited
89
Technology and Management (NID, CEPT, IITB, ICT
and IIMA) in an effort to foster new thinking on inter-
disciplinary pedagogy that is so much at the heart of
sustainability education.
A.5 Technology Education: 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. We have always owned this as our
primary responsibility. In 1995, we started a program
for science graduates that would enable them to
study for a post-graduate degree in engineering and
technology. Called the Wipro Academy of Software
Excellence (WASE) program, it helps Science
graduates to study for a Masters degree in Software
Engineering (M.Tech). Run in partnership with the
Birla Institute of Technology & Science (BITS), Pilani,
India, this unique program blends rigorous academic
exposure with practical professional learning at the
workplace. We run a similar program called WISTA
in collaboration with Vellore Institute of Technology
(VIT) for science graduates without a mathematics
background. Since its inception in 1995, Wipro has
supported and enabled more than 28,000 students
to graduate from the WASE and WISTA programs
with an MS degree in Software Engineering. During
2016-17, the total number of new entrants into the
two programs was 3,274 while the aggregate strength
across four years was 13,636.
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.
We choose to work with underprivileged communities
in particular. Our work is channeled through Wipro
Cares, a unique trust that is based on the operating
model of employee contributions matched by Wipro
Limited. Our work spans primary health-care,
education, ecology and disaster rehabilitation. Of
these, we have already spoken about our work on
community education in an earlier section above. We
articulated our progress on the other dimensions.
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 who provide good
quality primary health care services to underserved
communities covering more than 40,500 people
belonging to extremely disadvantaged communities.
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 difficult to access
tribal district of Gadchiroli as well as in the urban
slums of Mumbai. 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, especially in a climatically
and geologically diverse country like India. 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.
During 2016-17, ‘Unnati’ the rehabilitation project
that we had initiated in Uttarakhand in the aftermath
of the floods there in 2013 has progressed to an
advanced stage. Our program seeks to strengthen
local livelihoods of communities in 22 villages in
the Uttarkashi district through improved farming
practices in organic agriculture. The farmers’
cooperative that was set up the previous year is
operational now and we are actively examining how
to steer its activities in the direction of more value-
added products that will help enhance their incomes
in the years to come.
Chennai and adjoining coastal areas in Tamil Nadu
had seen unprecedented rains, flooding and damage
in December 2015. We had responded immediately
then by providing relief in terms of dry rations, food
and other essentials to thousands of affected people
in Chennai, Tiruvallur, Kanchipuram and Cuddalore
districts. In addition, we started a rehabilitation
project last year in partnership with the Law trust.
The project will focus on strengthening the resilience
of the fishermen community in Cuddalore district
but with a deliberative emphasis on working with the
women of the community. The objective is to build
the capacity of the women in engaging with a broader
90
Annual Report 2016-17
range of livelihoods than what they have been doing
till now. Women are the bulwark of any community and
such efforts will enable the fishermen community to
respond to any future disaster in more effective ways.
B.3 International Chapters: The First Book library
that we initiated the previous year in the U.S.A has
taken of well. Based on the premise that access
to good books is a catalyst for good education, the
program has made available nearly 100,000 books
to children from disadvantaged communities across
15 school locations.In this effort, Wipro employees in
the U.S.A have played a central role in volunteering
as well as in fund raising. Wipro employees have
also been involved closely in the Million Women
Network, an initiative designed to engage more
women in STEM careers in the U.S.A. More than
100 employees have committed time to mentoring
women to choose careers in STEM. Our chapters in
Philippines, UK and Ireland have also been very active
in engaging with communities on a range of initiatives
that include disaster rehabilitation, housing for the
very poor, biodiversity conservation and schools for
underprivileged children.
In South Africa, we have been active participants
in a number of programs aligned with the ‘Broad
Based Black Economic Empowerment (BBBEE) Act’
that aims to distribute wealth across a spectrum of
previously disadvantaged South African society. Our
work covers computer literacy for youth, skills and
entrepreneurship development and working with
underprivileged schools.
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 humanity ever since the industrial revolution
started. It will be even more so in the coming
decades of this century. It is no surprise therefore
that 7 of the 17 U.N. Sustainable Development Goals
directly reflect these concerns while the remaining
10 goals have indirect intersects with ecology
and environment in some way or the other. The
manifold problems of climate change, water scarcity,
biodiversity loss and the pollution and depletion of
our natural commons 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 2016-17.
C.1 The challenges of urban water: Water scarcity
is perhaps the top most challenge facing large
parts of the world including in India. The crisis is as
much agrarian as it is urban. For example, the city
of Bangalore which is dependent on the Cauvery
river 100 KM away as well as on ground water
stands at greatly enhanced risk of its aggregate
demand being unmet. Plummeting ground water
tables and severe pollution of its lakes present a
complex challenge that requires responses which
are a carefully crafted blend of technology, citizen
involvement and policy governance. Over the past
three years, we have been running the “Participative
Ground Water Program”program that seeks to involve
multiple stakeholders in systemically understanding
and addressing the water problem in the periphery
area of Sarjapur in Bangalore which is completely
dependent on groundwater. A significant outcome
of the project is the development of a granular map
of the groundwater aquifer of an area of nearly 35 sq
km. This, in turn, has generated new insights on how
residential communities can adopt more sustainable
practices of water withdrawal and harvesting based
on which part of the aquifer they are resident on. This
project is part of a larger initiative, the Karnataka
State Water Network (KSWN), that works with
industry, government and civil society to catalyze
actions on water across Bangalore. KSWN has
completed four years and has seen strong traction
in five different geographical clusters of Bangalore
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
projects in our Electronic City, Bangalore and Pune
campuses have been completed. 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, a herbal garden
and a kitchen garden – serves to illustrate the multi-
dimensional benefits of biodiversity. The importance
of biodiversity being what it is, we have made it a
Wipro Limited
91
central plank of our sustainability education program,
Wipro-earthian as well as with our own employees.
C.3 Urban Waste Management: Accelerated by
growing urban densities and changing lifestyles,
urban solid waste continues to be a tough challenge
for most of our cities. In this space, the work of
the informal sector is often unrecognized. Over
the last three years, our deliberative focus has
been on providing access to social, nutritional and
health security to the informal sector in solid waste
management in the city of Bangalore. In partnership
with HasiruDala, more than 2,700 such workers now
have access to increased health and social benefits.
The initiative also provided comprehensive skills
upgradation training to 250 workers. In our internal
operations, we continue to maintain the highest
standards of waste management: 100% of our
inorganic waste is processed and recycled as per
approved methods while 80% of our organic waste is
recycled within our campuses itself getting converted
to compost for plants or biogas for cooking.
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 40,000 Wipro employees are engaged with
Wipro Cares either through volunteering or by way
of monetary contributions or both. During 2016-17,
nearly 9,000 employees from more than 30 chapters
in India and overseas collectively spent more than
20,000 hours in voluntary engagement on a wide
range of community and environmental initiatives.
This represent a more than 50% increase over the
previous year. 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. One of our prime goals for the next
two years is going to be to further increase the scale
and scope of employee engagement.
We started this report with dwelling on the ‘Why’
of our social initiatives, our underlying vision and
beliefs. We would like to conclude by emphasizing
that the ‘What’ and ‘How’ are equally important. Thus,
the ‘What’ of choosing our domains, partners and
locations in a strategic, deliberative manner and the
‘How’ of running our programs on the bedrock of good
governance are equally critical. Good governance
requires multiple elements to come together: (a)
Robust Board and management oversight through
regular reviews and feedback, (b) Choosing the right
partners who are passionate about positive social
change and whose values are aligned with ours and (c)
Transparent and comprehensive reporting of our CSR
programs in the public domain inviting constructive
scrutiny and feedback. Our endeavor going forward
will be to continue to ensure that Wipro’s social
initiatives continue to go beyond compliance and are
designed to make deep, long lasting impact.
92
Annual Report 2016-17
Summary of CSR spend for 2016-17
1.
2.
3.
4.
5.
6.
7.
8.
A brief outline of the Company’s CSR policy, including overview of the projects or programs proposed to be undertaken is available at www.wipro.
com. Details are provided as part of Boards’ Report on page no. 74.
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, Independent Directors.
Average Net Profit of the Company for the last three financial years: ` 64,154 Million.
Prescribed CSR Expenditure (two percent of the amount as in the point 3 above): 2% of the average PBT for the last three preceding financial years
amounts to ` 1,764 Million; against this, our CSR spending for 2016-17 was ` 1,863 Million.
Details of the CSR Spent during the financial year:
a)
b)
c) 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 2016-17 along with the geographies. The list of partners with
whom we collaborate are provided below after the table.
In the column ‘Cumulative expenditure till reporting period’, we have chosen to take 2014-15 as the base year. It is however not to be interpreted
that this is the First year of our CSR programs. Many of our programs go back more than 10 years and some more than 15 years. Given the practical
challenges in reporting the cumulative expenditure from inception, we have chosen to start with the year 2014-15 as the base year.
All our programs are executed and implemented through our partners. The figures under the last column therefore are entirely through our partners.
Total amount to be spent for the financial year: ` 1,764 Million
Amount unspent: Not Applicable
Sl.
No.
CSR project or activities
identified
Sector in
which the
project is
covered
Projects or Programs 1) Local area or
others 2) specify the state and district
where the project or programs are under
taken
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
(` in Million)
Amount
spent : direct
or through
implementing
agency
Tuensang (Nagaland), Mumbai (Maharashtra)
2.00
1.90
16.50
18.40
1.90
Community
Healthcare
Education
for Under
privileged
Education:
Systemic
Reforms
1
2
Providing preventive and
curative health services with
specific focus on malnutrition
and infant mortality rate.
Education for Underprivileged
in proximate communities
Systemic reform initiatives
in school education in India,
in the areas of ecolog y,
social science, languages
and affective education,
material development, public
advocacy, assessment reform,
teacher capacity building,
strengthening the school
system through community
and systemic engagement *
Education for
Children with
Disability
Sustainability
Education
Higher
Education for
skills building
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
Mumbai, Pune (Maharashtra), Bangalore
(Karnataka), Hyderabad (Telangana),
Kolkata and Sunderbans (West Bengal),
Chennai (Tamil Nadu), New Delhi, Dimapur
(Nagaland), Tawang (Arunachal Pradesh)
Bongaigaon, Kokrajhar (Assam), Meghalaya,
U n a kot i , S e p a h i j a l a , N o r t h D i st r i ct
(Tripura), Kolkata (West Bengal), Tehri
Garhwal (Uttarakhand), Chandigarh, Punjab,
Gurgaon,Samalkha, Ambala (Haryana), Delhi,
Ajmer, Sirohi, Udaipur (Rajasthan), Bhopal
,Dewas, Chindwara (Madhya Pradesh), Kutch,
Panchmahal, Ahmedabad (Gujarat), NCR,
Mumbai, Jalgaon (Maharashtra), Bangalore,
Chamrajnagar, Koppal, Mysore (Karnataka),
Hyderabad (Telangana), Kurnool (Andhra
Pradesh), Chennai,Trichy, Coimbatore,
Karur (Tamil Nadu), Kerala, Sambalpur,
B h u b a n e s w h a r, R aya g a d a (O d i s h a ),
Bandipora, Jammu (Jammu &Kashmir),
Ukhrul (Manipur),Sukma ,Dantewada
(Chhattisgarh)
Delhi (Delhi), Hyderabad (Telangana), Jaipur
(Rajasthan), Mumbai, Pune (Maharashtra),
Chennai (Tamil Nadu)
35.00
35.08
43.90
78.98
35.08
95.00
95.59
133.33
228.92
95.59
14.00
14.48
52.15
66.63
14.48
45 districts in 21 states of India
22.00
25.80
47.60
73.40
-
-
25.80
Bangalore
990.00
1,118.00
1,734.13
2,852.13
1,118.00
Engineering
Education
All parts of India
5.00
2.00
14.56
16.56
2.00
Wipro Limited
93
Sl.
No.
CSR project or activities
identified
Sector in
which the
project is
covered
Projects or Programs 1) Local area or
others 2) specify the state and district
where the project or programs are under
taken
3
Ensuring environmental
sustainability, ecological
balance, Agroforestry
4
Rural Development projects
Energy
Waste
Management
Sustainability
Advocacy and
Research
Rural
livelihood
programs
Total
Note : List of implementing partners are provided below.
Water
Bangalore, Karnataka
Biodiversity Bangalore, Karnataka, Pune, Maharastra
Bangalore, Karnataka, Pune, Maharastra
Bangalore, Karnataka
Bangalore, New Delhi, Mumbai,
Bhubhaneshwar and others (not location
dependent)
Uttarkashi (Uttarakhand), Cuddalore (Tamil
Nadu
Amount
Outlay
(Budget)
project or
Program
Wise
11.00
8.00
605.00
2.00
Amount
spent
on the
projects or
Programs
Cumulative
expenditure
upto
Previous
reporting
period
Cumulative
expenditure
upto
reporting
period
11.51
8.45
529.78
2.60
7.10
15.20
827.32
2.90
18.61
23.65
1,357.10
5.50
(` in Million)
Amount
spent : direct
or through
implementing
agency
11.51
8.45
529.78
2.60
12.00
14.67
19.33
34.00
14.67
3.00
3.10
7.40
10.50
3.10
1,804
1,863
2,921.42
4,784.38
1,862.96
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/-
Sd/-
Azim H Premji
(Executive Chairman and Managing Director)
Ashok S Ganguly
(Chairman of Board Governance,
Nomination and Compensation Committee)
Innovation and Science Promotion Foundation, Bangalore
Janvikas, Ahmedabad
Avehi Public Charitable Trust, Mumbai
Vidya Mytri, Koppal
Jubayer Masud Educational Charitable Trust, Assam
Vikramshila Education Resource Society, Kolkata
Pratham, Delhi
JodogyanShiksha, Delhi
Education Dialog Trust
List of implementing partners:
1.
2.
3.
4.
5.
6. Muskaan, Bhopal
7.
8.
9.
10. Nature Conservation Foundation, Mysore
11. Punarchith, Chamrajnagar
12. Ashoka Trust for Research in Ecology and Education, Bengaluru
13. DOST Educational Foundation, Bengaluru
14. Gubbachi, Bengaluru
15. National Centre for Biological Sciences, Bengaluru
16. The Teacher Foundation, Bengaluru
17. Center for Learning, Bengaluru
18. EZ Vidya Pvt. Ltd, Chennai
19. Goodbooks Trust, Chennai
20. The Tiny Seed, Kottayam
21. Centre for Environment Education, Ahmedabad
22.
23. ShahidVierendra Smarak Samiti, Samalkha
24. ArtSparks, Bangalore
25. Patang, Sambalpur
26.
Jan Sahas, Dewas
27. Agragamee,Rayagada
28. BachpanBanao, Dantewada
29. Samerth, Ahmedabad
30. Art of Play, Delhi
31. We, the People
32. Simple Education Foundation, Delhi
33. Khel Khel Mein, Delhi
34. School Social Science Initiative, Bhubaneshwar
35. Library for All, Ukhrul
36. Mantra Social Services, Bangalore
37. ApniShala, Mumbai
38. Vardishnu Social Research and Development Society, Jalgaon
39. Pratyaya EduResearch Lab, Chindwara
40. Kshamtalaya, Udaipur
41. Shiksharth, Sukma
42. Virasat-e-Hind, Ahmedabad
43. Mobile Paatshala in Sunderbans, 24 South Paraganas
44. Samavesh, Bhopal
45. Bangalore Little Theater
46. Ashoka Trust for Research in Ecology and Environment
47. Centre for Environment Education
48. BIOME Trust
49. CSTEP Bangalore
50.
51.
IIM Bengaluru
IIM Lucknow
52. Dakshin Foundation
53. RV College of Engineering Bengaluru
54. Xavier University Bhubaneshwar
55. CPREEC - Chennai
56. Eco-concept
57. AZTEC
58. Himachal State council for Science and Technology
59. Delhi Education Department, Yuvasatta
60. Punjab state council for science and technology
61. ENVIS Sikkim
62. Wild Ecologues
63. Aseema Charitable Trust, Mumbai
64. ASHA Foundation, Bangalore
65. Ashray Akruti, Hyderabad
66. Association for Rural and Urban Needy (ARUN), Kolkata
67.
Association for the Welfare of Persons with a Mental Handicap in
Maharashtra (AWMH), Mumbai
68. Community Educational Centre Society (CECS), Dimapur
69. Dnyangangotri Pratishthan, Pune
70. Door Step School (DSS), Pune
71. Eleutheros Christian Society (ECS), Tuensang
72. Foundation for Mother and Child Health (FMCH), Mumbai
73. Gosaba Panchayat Committee, Sunderbans
74. Gubbachi Learning Community, Bangalore
75. Hasiru Dala, Bangalore
76.
77. Legal Aid to Women (LAW) Trust, Cuddalore
78. Magic Bus, Bangalore
79.
Jhamtse Gatsal Children's Community, Tawang
Mahadevapura ParisaraSamrakshaneMattuAbhivrudhi Samiti (MAPSAS)
Bangalore
Society of Parents of Children with Autistic Disorders (SOPAN), Mumbai
80. Makkala Jagriti, Bangalore
81. National Association for the Blind (NAB), Delhi
82. Olcott Education Society, Chennai
83. Prayas Society, Jaipur
84. Sahasra Deepika International for Education (SDIE), Bangalore
85. Shri Bhuvaneshwari Mahila Ashram (SBMA), Uttarkashi
86. Shri Sadguru Sai Baba Seva Trust, Pune
87.
88. Sugra Humayun Mirza Wakf, Hyderabad
89. Swadhar IDWC, Pune
90. The Institution of Social Studies Trust (ISST), Delhi
91. V-Excel Education Trust, Chennai
92. Youngistaan Foundation, Hyderabad
93. Wipro Cares, Bangalore - Independent Public Trust
94. Nature Forever Society
95. BIOME Trust
96. Advanced Centre for Water Resources Development and Management
97. Hariyalee Landscapes
98. Oorvani Foundation
99. Confederation of Indian Industry
100. 4 individual fellowships
101. The Energy and Resources Institute
102. International Union for Conservation of Nature
94
Annual Report 2016-17
Annexure VI
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended 31 March 2017
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule12(1) of the Companies
(Management and Administration) Rules, 2014]
I.
REGISTRATION AND OTHER DETAILS:
i.
CIN
Registration Date
ii.
iii. Name of the Company
iv. Category/Sub-Category of the Company Public Limited Company - Limited by Shares
L32102KA1945PLC020800
December 29, 1945
Wipro Limited
v.
Address of the Registered office and
contact details
vi. Whether listed company
vii. Name, Address and Contact details of
Registrar and Transfer Agent,ifany
Indian Non-Government Company.
Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore – 560 035
Ph: 080 28440011, Fax: 080 28440258
Website: www.wipro.com
Email: info@wipro.com
Yes
Karvy Computershare Private Limited,
Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad – 500 032
Contact Person:
Mr. B Srinivas
Deputy Manager
Tel: +91 40 67161500
Fax: +91 40 23440674
Email: srinivas.b@karvy.com
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:-
Name and Description of main
products/services
Sl.
No.
1 IT Software, Services and related
activities
NIC Code of the
Product/service
62013
62020
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
% to total turnover of
the company
100%
Name of the Company
Address of the Company
CIN/GLN
Sr.
No.
1. Wipro LLC
2 Tower Center Blvd, Suite 2200; East Brunswick, NJ
08816, USA
2. Wipro Gallagher Solutions,
Inc.
810 Crescent Centre Drive, Suite 400, Franklin, TN
37067, USA
3.
4.
Opus Capital Market
Consultants LLC
100 Tri State International, Ste, 300A Lincolnshire, IL
60069, USA
Infocrossing, Inc.
2 Christie Heights Street, Leonia, NJ 07605, USA
5. Wipro Promax Analytics
Solutions LLC
2 Tower Center Blvd, Suite 2200; East Brunswick, NJ
08816, USA
6. Wipro Data Centre and
Cloud Services, Inc.
7. Wipro Insurance Solutions
LLC
2 Christie Heights Street, Leonia, NJ 07605, USA
1209, Orange St, Wilmington, New Castle
Country-19801, USA
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)
Wipro Limited
95
Name of the Company
Address of the Company
CIN/GLN
Sr.
No.
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. Wipro Japan KK
Yokohama Landmark Tower 26F #2605, 2-2-1-1 Minato-
Mirai 2208126 Yokohama, Kanagawa, Japan
11. Wipro Shanghai Limited
F3, Bldg 9, Zhangjiang Hi-Tech Park, Shanghai, Chna
12. Wipro Information
Technology Netherlands BV
Hoogoorddreef 15, 1101 BA Amsterdam,
The Netherlands
13. Wipro Chengdu Limited
3/F, A3, Building, Tianfu Software Park, Tianfu Avenue,
Hi-Tech Zone, Chengdu, China - 610041
14. Wipro (Thailand) Co. Limited 152, Chartered Square Building, Unit 17-02B, North
Sathorn Road, Kwaeng Silom, Khet Bangrak, Bangkok,
Thailand
15. Wipro Australia Pty Limited 1198 Toorak Road Camberwell Melbourne Victoria 3124,
PO Box 1143 Hartwell Victoria 3124 Australia
16. Wipro Technologies Limited,
Russia
str. 1, 109028, dom 13, Khokhlovsky pereulok Moscow,
Russia
17. Wipro Technologies
Unit 1, 7 Sky Close, Taylors Beach NSW 2316, Australia
Australia Pty Ltd.
18. 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
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
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
19. Wipro Travel Services
Sarjapur Road, Doddakannelli, Bangalore 560035, India
U91200KA1996PLC020622
Subsidiary
100
2(87)
Limited
20. Wipro Holdings (Mauritius)
IFS Court, Twenty Eight, Cybercity, Ebene, Mauritius
N/A
Subsidiary
100
2(87)
Limited
21. Wipro Trademarks Holding
Limited
Sarjapur Road, Doddakannelli, Bangalore - 560 035,
India
22. Wipro Networks Pte
31, Cantonment Road, Singapor - 089747
Limited
23. Wipro Technologies SDN
BHD
Suite 702, 7th floor, Wisma Hangsam, Jalan Hang lekir,
50000, Kualalumpur, Malaysia
U93090KA1982PLC021795
Subsidiary
100
2(87)
N/A
N/A
Subsidiary
100
2(87)
Subsidiary
100
2(87)
24. Wipro Airport IT Services
Sarjapur Road, Doddakanelli, Bangalore 560035, India
U72200KA2009PLC051272
Subsidiary
100
2(87)
Limited
25. Wipro BPO Philippines
Limited, Inc.
Cebu IT Tower 1 corner Archbishop Reyes Avenue and
Mindanao Street, Cebu Business Park, 6000 Cebu City,
Cebu, Philippines
26. Wipro Information
7, Azattyk Ave., Atyrau city, Kazakhstan
Technology Kazakhstan
LLP
27. Wipro IT Services Ukraine
LLC
28. Wipro Arabia Co. Limited
Regus - 42 - 44 Shovkovychna Street, Kiev 01601,
Ukraine
Suite No. 209, Jarrir, Book Store Building, Alkhobar, PO
Box 31349, 31952, Saudi Arabia.
29. Wipro Information
B-124, Smart Village, Cairo-Alex Desert Road, Giza, Egypt
Technology Egypt SAE
30. Wipro Bahrain Limited WLL Seef Business Centre Building #2795 5th Floor # 510
31. Wipro Gulf LLC
Road 2835, Kingdom of Bahrain
322 Office # 28, KOM 4 Ground Floor, Knowledge Oasis
Muscat, Sultanate of Oman
32. Wipro Doha LLC
Servcorp, Level 22, Tomado Tower, West Bay, Doha
33. Rainbow Software LLC
D603, St.14, Building 43, Al Mansour, Baghdad, Iraq
34. Wipro Technologies SA
DE CV
Ave. Pedro Ramírez Vázquez 200-1, 4º Piso Valle Oriente,
Garza García, N.L., México 66269
35. Wipro Do Brasil Technologia
LTDA
João Marchesini street, No. 139 - 5th and 6th floor Post
Code: 80215-432 Curitiba/Parana - Brazil
36. 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
37. Wipro Technlogies SA
Carlos Pellegrini, 581 (Piso 7) 1009 Capital Federal,
Buenos Aires – Argentina
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
100
2(87)
Subsidiary
100
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)
96
Annual Report 2016-17
Name of the Company
Address of the Company
CIN/GLN
Sr.
No.
38. Wipro Technologies Peru
Av.De la Floresta No. 497, Piso 5, San Borja, Lima, Peru
SAC
39. Wipro Technologies VZ, C.A Av.Blandin, Torre B.O.D. La Castellana.Caracas,
Venezuela.
40. Wipro Technologies W.T
Sociedad Anonima
Escalante, Calle 31, Avenida 13, #2575, 7813-1000 San
José, Costa Rica
41. Wipro Technologies Chile
SPA
Andrés Bello 2711, 8th floor, Las Condes, Torre
Costanera, CP 7550611, Santiago, Chile.
42. Wipro Information
Millennium Park 6, A-6890 Lustenau, Austria
Technology Austria GmbH
43. Wipro Poland Sp Zoo
Arkonska Business Park, ul. Arkońska 6/A2, 2 Floor,
80-387 Gdansk, Poland
44. Wipro IT Services Poland
SP ZOO
16th Floor, (Millennium Plaza), Al. Jerozolimskie 123a,
Warsaw 02-017, Poland
45. Wipro Portugal SA
Avenida Da Boavista, 1223, 4100-130, Portugal
46. Wipro Technologies Norway
Martin Linges Vei 25, No.1364, Snaroya, Norway
AS
47. Wipro Technologies SRL
Trust Center Splaiul Independentei, nr 319C, sector 6,
Bucharest, Romania.
48. Wipro Technologies Austria
Millennium Park 6, A-6890 Lustenau, Austria
GmbH
49. Newlogic Technologies
“9/11 Allee de L’arche, 92671 Courbevoie Cedex, France
SARL
50. Wipro Technologies GmbH
Dusseldorferstr 71B, 40667 Meerbusch, Germany
51.
52.
cellent GmbH
Ringtrabe, 70, 70736 Fellbach, Germany
cellent Mittelst and
sberatung GmbH
Schickardstr. 30, 71034 Böblingen, Germany
53.
cellent GmbH Austria
Lassallestraße 7b, 1020 Vienna, Austria
54. Wipro Digital APS
Philip Heymans Alle 7, 2900 Hellerup, Denmark
55. Designit A/S (Group
Bygmestervej 61, 2400 Copenhagen NV, Denmark
Company)
56. Designit Denmark A/S
Bygmestervej 61, 2400 Copenhagen NV, Denmark
57. Designit MunchenGmbH
Steinerstrasse 15, building F, 81369 Munich
58. Denextep Spain Digital S.L
C/ Mártires de Alcalá 4, 1º, 28015 Madrid
59. Designit Oslo A/S
Storgata 53A, 0182 Oslo, Norway
60. Designit Sweden AB
Norra Stationsgatan 99, 11364 Stockholm
61. Designit T.L.V Ltd.
2, Sapir St, Herzeliya Pituach, Israel
62. Designit Tokyo Ltd.
The Park Rex Koamicho Bldg 8F, 11-8 Koamicho
Nihombashi Chuo-ku Tokyo 103-0016
63. FRONTWORX Informations
Lassallestraße 7b, 1020 Vienna, Austria
technologie GmbH
64. Wipro Cyprus Pvt. Ltd.
Diomidous 10, Alphamega-Akropolis Building, 3rd Floor,
Office 401, 2024 Nicosia, Cyprus
65. Wipro Holdings Hungary
H-1143 Budapest, Stefánia út 101-103, Hungary
KFT
66. Wipro Outsourcing Services
(Ireland) Limited
Dromore House #rd Floor,Eastpark Business Centre,
Shannon , Co. Clare, Ireland
67. Wipro Holdings ( UK)
Limited
68. Wipro Europe Limited
69. Wipro UK Limited
70. Wipro Retail UK Limited
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
71. Wipro Financial Services
UK Ltd.
Devonshire House, 60 Goswell Road, London, United
Kingdom, EC1M 7AD
72. Wipro Technologies SA
PTY Ltd.
The Forum, 10th Floor Office 162 Maude Street,
Sandton, 2198 Johannesburg, South Africa
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
100
2(87)
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
100
2(87)
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
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
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)
Wipro Limited
97
Name of the Company
Address of the Company
CIN/GLN
Sr.
No.
73. Wipro Technologies Nigeria
Limited
74. Wipro Corporate
Technologies Ghana Ltd.
75. Wipro (Dalian) Limited
76. Wipro Overseas IT Services
Private Limited
77. Healthplan Services
Insurance Agency, Inc.
78. Healthplan Services, Inc.
79. HPH Holdings Corp.
80. Appirio, Inc.
81. Appirio, K.K
82.
Topcoder, Inc.
83. Appirio GmbH
84. Appirio Ltd.
85. Apprio Ltd. (UK)
86. Saaspoint, Inc.
87. Appirio Singapore Pte Ltd.
88. Appirio India Cloud
Solutions Private Limited
89. Wipro Holdings
Investment KFT
90. Designit Colombia S A S
91. Designit Peru S.A.C
92. KI Management Inc
93. Wipro SA Broad Based
Ownership Scheme SPV
(RF) (PTY) LTD*
7th Floor, Mulliner Towers, 39 Alfred Rewane Road,
(Kingsway Road), Ikoyi Lagos, Nigeria
2nd Floor, Opeibea House, 37 Liberation Road, ACCRA,
PO. BOX. CT 9347 Cantonments, ACCRA, Ghana
D7, Spring-Field Park, Ganjingzi District, Dalian, China,
Peoples Republic of China, 116034
Sarjapur Road, Doddakanelli, Bangalore 560035, India
3501 E Frontage Rd, Tampa, FL 33607, USA
3501 E Frontage Rd, Tampa, FL 33607, USA
State of Delaware, 1209 Orange Street, City of
Wilmington, Country of New Castle, 19801, USA
201 S. Capitol Ave., #1100 Indianapolis, IN 46225
METLIFE Aoyama Building 8F, 2-11-16, Minami Aoyama,
Minato-ku, Tokyo, japan
201 S. Capitol Ave., #1100, Indianapolis, IN 46225
TorstraBe, 138, 10119, Berlin, Germany
92-93- St. Stephens Green, Dublin-2, Ireland
Longcraft House, 2-8 Victoria Avenue, London, EC2M4NS,
UK
201 S. Capitol Ave., #1100, Indianapolis, IN 46225
3 - Raffles place, # 06-01, Bharat Building, Singapore
(048617)
Fourth Floor, Tower b-1 Evolve Mahindra World City
Jaipur Rajasthan - 302037, India
1143 Budapest, Stefánia út 101-103, Hungary
Carrera 48 20 114 OFICINA 834, Medellín, Antioquia,
Colombia
Av. Benavides 1180, Piso 7, Miraflores - Lima, Peru
201 S. Capitol Ave., #1100 Indianapolis, IN 46225
The Forum, 10th Floor Office 162 Maude Street,
Sandton, 2198 Johannesburg, South Africa
Holding/
Subsidiary
/Associate
% of
shares
held
Applicable
Section
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
N/A
N/A
N/A
U72200KA2015PTC080266
Subsidiary
100
2(87)
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
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
100
100
100
100
100
100
100
100
2(87)
2(87)
2(87)
2(87)
2(87)
2(87)
2(87)
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
U72200RJ2013FTC04201 8
Subsidiary
100
2(87)
N/A
N/A
N/A
N/A
N/A
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
Subsidiary
Subsidiary
100
100
100
2(87)
2(87)
2(87)
* Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD is incorporated in South Africa and controlled by Wipro Technologies SA Pty Ltd.
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i.
Category-wise Share Holding
CATE
GORY
CODE
(A)
(1)
(a)
(b)
(c)
(d)
(e)
CATEGORY OF SHAREHOLDER
No. of shares held at the beginning of the year
(April 01, 2016)
No. of shares held at the end of the year
(March 31, 2017)
Demat
Physical
Total
% of Total
shares
Demat
Physical
Total
% of Total
shares
% Change
during the
year
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)
95,419,432
-
11,406,331
Financial Institutions / Banks
-
-
-
-
-
95,419,432
3.86
95,419,432
-
-
-
11,406,331
0.46
10,632,953
-
-
-
-
-
-
-
95,419,432
-
10,632,953
-
Any Other -- Partnership firms
(Promoter in his capacity as
partner of Partnership firms)
1,275,482,581
- 1,275,482,581
51.62 1,275,482,581
- 1,275,482,581
(f)
Others - Trust
Sub-Total A(1) :
429,714,120
1,812,022,464
-
429,714,120
17.39 399,065,641
399,065,641
- 1,812,022,464
73.34 1,780,600,607
- 1,780,600,607
3.93
-
0.44
-
52.47
16.42
73 .25
0.06
-
-0.02
-
0.85
(0.98)
(0.09)
98
Annual Report 2016-17
(2)
(a)
(b)
(c)
(d)
(e)
(B)
(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(2)
(a)
(b)
(c)
(d)
(C)
(1)
(2)
FOREIGN
Individuals (NRIs/Foreign
Individuals)
Bodies Corporate
Institutions
Qualified Foreign Investor
Others
Sub-Total A(2) :
Total A=A(1)+A(2)
PUBLIC SHAREHOLDING
INSTITUTIONS
Mutual Funds/UTI
Foreign Venture Capital
Investors
Qualified Foreign Investor
Others
Sub-Total B(1) :
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
CATE
GORY
CODE
CATEGORY OF SHAREHOLDER
No. of shares held at the beginning of the year
(April 01, 2016)
No. of shares held at the end of the year
(March 31, 2017)
Demat
Physical
Total
% of Total
shares
Demat
Physical
Total
% of Total
shares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,812,022,464
- 1,812,022,464
73 .34 1,780,600,607
- 1,780,600,607
73.25
(0.09)
% Change
during the
year
-
-
-
-
-
-
-
-
-
-
-
-
48,295,077
Financial Institutions/Banks
9,418,428
Central Government/State
Government(s)
Venture Capital Funds
-
-
Insurance Companies
55,168,621
-
-
-
-
-
48,295,077
9,418,428
1.95
0.38
61,163,808
15,143,905
-
-
-
-
55,168,621
2.23
63,947,020
Foreign Institutional Investors
270,144,642
- 270,144,642
10.93 247,779,877
-
-
-
383,026,768
-
-
-
-
-
-
-
-
-
-
-
-
-
383,026,768
15.50 388,034,610
-
-
-
-
-
-
-
-
-
61,163,808
15,143,905
-
-
63,947,020
247,779,877
-
-
-
2.52
0.62
-
-
2.63
10.19
-
-
-
0.56
0.24
-
-
0.40
(0.74)
-
-
-
388,034,610
15.96
0.46
57,724,943
239,807
57,964,750
21,089
11,772
-
-
21,089
11,772
2.35
0.00
0.00
33,111,912
239,224
33,351,136
20,517
11,772
20,517
11,772
54,102,846
1,752,175
55,855,021
2.26
54,843,521
1,350,914
56,194,435
43,663,026
22,507,907
66,170,933
2.68
59,000,352
19,193,573
78,193,925
1.37
0.00
0.00
2.31
3.22
(0.97)
0.00
0.00
0.05
0.54
Qualified Foreign Investor
-
-
-
-
-
-
-
-
-
Others
NON-RESIDENT INDIANS
9,352,050
1,805,443
11,157,493
Foreign Bodies - DR
56,396
TRUSTS
(a) Wipro Equity Reward Trust
14,829,824
(b) Other Trusts
Non-Executive Directors and
Executive Directors & Relatives
CLEARING MEMBERS
FOREIGN NATIONAL
2,814,046
217,526
1,118,380
16,785,376
-
-
-
-
-
-
56,396
14,829,824
2,814,046
217,526
1,118,380
16,785,376
0.45
0.00
0.60
0.11
0.01
13,728,607
2,820,938
1,867
0.05
2,146,392
0.68
18,642,447
8,272,838
42,949
21
8,272,859
42,949
13,728,607
2,820,938
1,867
2,146,392
18,642,447
Sub-Total B(2) :
200,697,274
26,305,332
227,002,606
9.19 192,644,112
20,783,732
213,427,844
Total B=B(1)+B(2) :
583,724,042
26,305,332
610,029,374
24.69 580,678,722
20,783,732
601,462,454
Total (A+B) :
2,395,746,506
26,305,332 2,422,051,838
98.03 2,361,279,329
20,783,732 2,382,063,061
Shares held by custodians, against which Depository Receipts have been issued
Promoter and Promoter Group
-
Public
48,661,452
-
-
-
48,661,452
1.97
48,837,504
48,837,504
GRAND TOTAL (A+B+C) :
2,444,407,958
26,305,332 2,470,713,290
100 .00 2,410,116,833
20,783,732 2,430,900,565
0.34
0.00
0.56
0.12
0.00
0.09
0.77
8.78
24.74
97.99
2.01
100
(0.11)
0.00
(0.04)
0.01
(0.01)
0.04
0.09
(0.41)
0.05
(0.04)
0.04
99
Wipro Limited
ii. Shareholding of Promoters
Sr.
No.
Shareholder’s Name
Shareholding at the beginning of the year
(April 01, 2016)
Shareholding at the end of the year
(March 31, 2017)
No. of Shares
% of total
Shares of the
Company
%of Shares
Pledged /
encumbered
to total
shares
No. of Shares
% of total
Shares of the
company
%of Shares
Pledged /
encumbered
to total
shares
% change in
shareholding
during the
year
1
2
3
4
5
6
7
8
9
Azim H Premji
Yasmeen A Premji
Rishad A Premji
Tariq A Premji
Mr. Azim H Premji Partner
representing Prazim Traders
Mr. Azim H Premji Partner
representing Zash Traders
Mr. Azim H Premji Partner
representing Hasham Traders
Azim Premji Philanthropic
Initiatives Private Limited (1)
Hasham Investment and
Trading Company Pvt Ltd.
93,405,100
1,062,666
686,666
265,000
3.78
0.04
0.03
0.01
452,906,791
18.33
451,619,790
370,956,000
10,843,333
562,998
18.28
15.01
0.44
0.02
17.39
73.34
10
Azim Premji Trust (2)
TOTAL
429,714,120
1,812,022,464
0
0
0
0
0
0
0
0
0
0
93,405,100
1,062,666
686,666
265,000
452,906,791
451,619,790
370,956,000
10,069,955
562,998
399,065,641
0 1,780,600,607
3.84
0.04
0.03
0.01
18.63
18.58
15.26
0.42
0.02
16.42
73.25
0
0
0
0
0
0
0
0
0
0
0
0.06
0
0
0
0.30
0.30
0.25
-0.02
0
(0.97)
(0.09)
Note:
(1) Mr. Azim H Premji has disclaimed the beneficial ownership of shares held by Azim Premji Philanthropic Initiatives Private Limited
(2) Mr. Azim H Premji has disclaimed the beneficial ownership of shares held by Azim Premji Trust
iii. Change in Promoters’ Shareholding (please specify, if there is no change)
Sr.
No.
1
2
100
Shareholding at the beginning
of the year
(April 01, 2016)
No. of shares
% of total
shares of the
company
Date
Reason
Increase/
Decrease in Shareholding
Cumulative Shareholding
during the year
No. of Shares
% total
shares of the
Company
No. of shares
% of total
shares of the
company
1,812,022,464
73.34
31,421,857
0.09 1,780,600,607
73.25
At the beginning of the year (April
01, 2016)
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):
Azim Premji Trust
429,714,120
17.39
July 8,
2016
A z i m P re m j i P h i l a n t h ro p i c
Initiatives Private limited
10,843,333
0.44
July 8,
2016
Buyback of
Shares by Wipro
Limited
Buyback of
Shares by Wipro
Limited
At the End of the year (March
31, 2017)
1,780,600,607
73.25
(30,648,479)
(0.97)
399,065,641
16.42
(773,378)
(0.03)
10,069,955
0.41
Annual Report 2016-17
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
Cumulative Shareholding/
during the year
No.of shares
% of total shares
of the company
No.of shares
% of total shares
of the company
1. At the beginning of the year (April
01, 2016)
2. D ate w i s e I n c re a s e / D e c re a s e
in Shareholding during the year
specifying the reasons for increase/
decrease (e.g. allotment/transfer/
bonus /sweatequity 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, 2016)
Cumulative Shareholding during the
year (2016-17)
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. D a t e w i s e I n c r e a s e / D e c r e a s e
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, 2017)
3.
V.
INDEBTEDNESS
Refer Annexure B
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
(` in Million)
Secured Loans
excluding deposits
Unsecured
Loans
Deposits
Total
Indebtedness
Indebtedness at the beginning of the
financial year
i) Principal Amount
ii)
Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the
financial year
• Addition
• Reduction
ERF (Gain)/Loss for foreign currency
loans
Net Change
Indebtedness at the end of the financial
year
i) Principal Amount
ii)
Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
2,037
-
-
2,037
1,426
1,194
-
232
2,268
-
-
2,268
66,092
-
126
66,218
82,619
90,433
2,519
(5,295)
60,830
-
93
60,923
-
-
-
-
-
-
-
-
-
-
-
-
68,129
-
126
68,255
84,045
91,627
2,519
(5,063)
63,098
-
93
63,192
Note: Obligation under finance lease is secured by underlying fixed assets. These obligations are repayable in monthly, quarterly
and yearly installments up to year ending March 31, 2021. The interest rate for these obligations ranges from 1.82% to 17.19%.
Wipro Limited
101
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager
(` in Crores)
Sl.
No.
Particulars of Remuneration
Name of MD/WTD/Manager
1. Gross salary
(a)
(b)
(c)
Salary as per provisions contained
in section17(1) of the Income-tax
Act,1961
Value of perquisites u/s17(2)
Income-tax Act,1961
Profits in lieu of salary under
section 17(3) Income-Tax Act,1961
2.
3.
4.
5.
6
7
Stock Options
Sweat Equity
Commission
- as % of net profits
- others
Others- Variable Pay
Allowances & Other Annual
Compensation
Retirals
Total (A)
Ceiling as per the Act
Azim H Premji
T K Kurien*
Abidali Z
Neemuchwala**
Rishad A Premji
0.30
1.77
5.19
0.58
-
-
-
-
-
-
-
0.40
-
-
4.99
-
-
-
0.94
1.48
-
-
7.33
-
-
-
0.97
-
-
-
-
-
-
-
0.31
0.62
0.09
0.79
0.17
1.68
`1,046.40 Crores (being 10% of Net Profits of the Company as calculated
as under Section 198 of the Companies Act 2013)
0.06
13.55
0.52
9.70
* Mr. T K Kurien, who was Executive Vice Chairman of the Company retired from the services of the Company and the
Board effective January 31, 2017. Compensation disclosed above is for the period from April 1, 2016 to January 31, 2017.
** Figures mentioned are rupee equivalent as amount paid in USD.
The remuneration of Executive Directors is computed on an accrual basis. It also includes the accelerated amortization
of Restricted Stock Units (“RSUs”) granted to them, which vest over a period of time.
B. Remuneration to other Directors 2016-17:
Sl.
no.
Particulars of Remuneration
Name of Directors
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
Overall Ceiling as per the Act
Refer Annexure C
` 104.64 Crores (being 1% of Net Profits of the Company
as calculated as under Section 198 of the Companies
Act 2013).
102
Annual Report 2016-17
C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD
(` in Crores)
Sl.
no.
1. Gross salary
Particulars of Remuneration
Key Managerial Personnel
Chief Financial
Officer
Company Secretary
(a)
(b)
(c)
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
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others
5. Retirals
Total
1.89
–
–
2.48
–
–
–
0.17
4.54
1.13
–
–
–
–
–
–
0.05
1.18
The remuneration of Chief Financial Officer is computed on an accrual basis. It also includes the accelerated amortization
of Restricted Stock Units (“RSUs”) granted to him, which vest over a period of time.
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
There were no penalties, punishment or compounding of offences during the year ended March 31, 2017.
Type
Section of the
companies Act
Brief
description
Details of
Penalty/
Punishment/
Compounding
fees imposed
Authority [RD/
NCLT/Court]
Appeal made.
If any (give
details)
A. Company
Penalty
Punishment
Compounding
B. Directors
Penalty
Punishment
Compounding
C. Other Officers in Default
Penalty
Punishment
Compounding
NIL
NIL
NIL
Wipro Limited
103
Annexure A
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2016
AND MARCH 31, 2017 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF 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
shares of the
company
No. of
Shares
% of total
shares of the
Company
1
01/04/2016 Opening Balance LIFE INSURANCE CORPORATION OF INDIA
53,059,178
2.15
53,059,178
13/05/2016 Purchase
20/05/2016 Purchase
27/05/2016 Purchase
03/06/2016 Purchase
10/06/2016 Purchase
17/06/2016 Purchase
09/09/2016 Purchase
16/09/2016 Purchase
23/09/2016 Purchase
30/09/2016 Purchase
07/10/2016 Purchase
31/03/2017 Closing Balance
26,643
0.00
53,085,821
1,493,773
0.06
54,579,594
640,962
158,488
977,660
378,801
439,031
1,590,581
1,574,260
1,340,707
0.03
55,220,556
0.01
55,379,044
0.04
56,356,704
0.02
56,735,505
0.02
57,174,536
0.07
58,765,117
0.06
60,339,377
0.06
61,680,084
55,421
0.00
61,735,505
-
61,735,505
2
01/04/2016 Opening Balance ALCO COMPANY PRIVATE LIMITED
16,787,000
0.68
16,787,000
24/06/2016 Sale
31/03/2017 Closing Balance
3
01/04/2016 Opening Balance ABDULREHMAN HAJI EBRAHIM COCHINWALA
(Shares in custody of Custodian of enemy property)
87,000
0.00
16,700,000
-
16,700,000
17,221,818
0.62
17,221,818
31/03/2017 Closing Balance
-
17,221,818
4
01/04/2016 Opening Balance WIPRO EQUITY REWARD TRUST* (ESOP Trust)
14,829,824
0.60
14,829,824
01/04/2016
to
31/03/2017
Transfer of
shares pursuant
to exercise of
vested stock
options
31/03/2017 Closing Balance
1,101,217
0.04
13,728,607
-
13,728,607
5
01/04/2016 Opening Balance WGI EMERGING MARKETS FUND LLC
14,130,408
0.57
14,130,408
08/04/2016 Purchase
03/06/2016 Purchase
08/07/2016 Purchase
15/07/2016 Purchase
05/08/2016 Purchase
12/08/2016 Purchase
19/08/2016 Sale
26/08/2016 Sale
02/09/2016 Sale
09/09/2016 Sale
16/09/2016 Sale
23/09/2016 Sale
428,119
275,039
303,284
423,172
260,840
166,076
97,180
1,025,016
1,801,922
1,203,142
0.02
14,558,527
0.01
14,833,566
0.01
15,136,850
0.02
15,560,022
0.01
15,820,862
0.01
15,986,938
0.00
15,889,758
0.04
14,864,742
0.07
13,062,820
0.05
11,859,678
963,839
0.04
10,895,839
1,110,275
0.05
9,785,564
2.15
2.15
2.21
2.24
2.24
2.28
2.30
2.35
2.42
2.48
2.54
2.54
2.54
0.68
0.68
0.69
0.62
0.71
0.60
0.56
0.56
0.57
0.59
0.60
0.62
0.64
0.65
0.66
0.65
0.61
0.54
0.49
0.45
0.40
* 1,101,217 shares were transferred to eligible employees pursuant to exercise of vested stock options.
104
Annual Report 2016-17
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2016
AND MARCH 31, 2017 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF 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
shares of the
company
No. of
Shares
% of total
shares of the
Company
30/09/2016 Sale
07/10/2016 Sale
14/10/2016 Sale
21/10/2016 Sale
28/10/2016 Sale
04/11/2016 Sale
11/11/2016 Sale
18/11/2016 Sale
25/11/2016 Sale
31/03/2017 Closing Balance
1,077,160
996,122
359,941
755,439
1,261,518
887,700
743,252
3,223,156
481,276
0.04
0.04
0.01
0.03
0.05
0.04
0.03
0.13
0.02
-
8,708,404
7,712,282
7,352,341
6,596,902
5,335,384
4,447,684
3,704,432
481,276
-
-
6
01/04/2016 Opening Balance ATEM ENTERPRISES LLP
11,950,000
0.48
11,950,000
30/06/2016 Sale
15/07/2016 Purchase
17/03/2017 Sale
31/03/2017 Closing Balance
190,000
24,278
11,784,278
0.01
11,760,000
0.00
11,784,278
0.48
-
-
-
7
01/04/2016 Opening Balance COPTHALL MAURITIUS INVESTMENT LIMITED
11,247,303
0.46
11,247,303
08/04/2016 Sale
15/04/2016 Sale
22/04/2016 Sale
29/04/2016 Purchase
20/05/2016 Purchase
03/06/2016 Sale
10/06/2016 Purchase
24/06/2016 Purchase
30/06/2016 Sale
01/07/2016 Purchase
08/07/2016 Purchase
22/07/2016 Sale
29/07/2016 Sale
05/08/2016 Purchase
12/08/2016 Purchase
19/08/2016 Sale
26/08/2016 Sale
02/09/2016 Sale
09/09/2016 Sale
16/09/2016 Sale
23/09/2016 Sale
30/09/2016 Sale
07/10/2016 Sale
Wipro Limited
813,825
99,725
0.03
10,433,478
0.00
10,333,753
363,444
0.01
9,970,309
41,035
7,914
72,877
150,000
68,238
8,271,113
97,624
0.00
10,011,344
0.00
10,019,258
0.00
9,946,381
0.01
10,096,381
0.00
10,164,619
0.33
0.00
1,893,506
1,991,130
8,297,136
0.34
10,288,266
484,430
450,000
522,224
536,286
61,330
342,713
510,000
1,411,153
532,750
639,280
653,529
306,000
0.02
0.02
0.02
9,803,836
9,353,836
9,876,060
0.02
10,412,346
0.00
10,351,016
0.01
10,008,303
0.02
0.06
0.02
0.03
0.03
0.01
9,498,303
8,087,150
7,554,400
6,915,120
6,261,591
5,955,591
0.36
0.32
0.30
0.27
0.22
0.18
0.15
0.02
-
-
0.48
0.48
0.48
-
-
0.46
0.42
0.42
0.40
0.41
0.41
0.40
0.41
0.41
0.08
0.08
0.42
0.40
0.38
0.41
0.43
0.43
0.41
0.39
0.33
0.31
0.28
0.26
0.25
105
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2016
AND MARCH 31, 2017 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF 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
shares of the
company
No. of
Shares
% of total
shares of the
Company
14/10/2016 Sale
21/10/2016 Sale
28/10/2016 Sale
04/11/2016 Sale
11/11/2016 Sale
18/11/2016 Sale
25/11/2016 Sale
02/12/2016 Purchase
09/12/2016 Sale
16/12/2016 Sale
23/12/2016 Sale
30/12/2016 Sale
06/01/2017 Sale
13/01/2017 Purchase
20/01/2017 Purchase
27/01/2017 Sale
10/02/2017 Purchase
17/02/2017 Sale
24/02/2017 Purchase
03/03/2017 Purchase
10/03/2017 Purchase
17/03/2017 Purchase
24/03/2017 Purchase
31/03/2017 Purchase
96,656
232,956
392,093
308,662
426,888
509,723
607,053
41,210
120,000
40,791
110,000
18,041
3,757
10,275
1,129
3,712
73,794
2,571
67,206
247,000
155,652
23,206
418,562
83,444
0.00
0.01
0.02
0.01
0.02
0.02
0.02
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.01
0.00
0.02
0.00
5,858,935
5,625,979
5,233,886
4,925,224
4,498,336
3,988,613
3,381,560
3,422,770
3,302,770
3,261,979
3,151,979
3,133,938
3,130,181
3,140,456
3,141,585
3,137,873
3,211,667
3,209,096
3,276,302
3,523,302
3,678,954
3,702,160
4,120,722
4,204,166
31/03/2017 Closing Balance
-
4,204,166
8
01/04/2016 Opening Balance PINEBRIDGE INVESTMENTS GF MAURITIUS
9,366,679
0.38
9,366,679
LIMITED
06/05/2016 Purchase
13/05/2016 Purchase
20/05/2016 Purchase
27/05/2016 Purchase
10/06/2016 Purchase
30/06/2016 Sale
08/07/2016 Purchase
02/09/2016 Purchase
16/09/2016 Purchase
30/09/2016 Purchase
07/10/2016 Purchase
28/10/2016 Purchase
04/11/2016 Purchase
11/11/2016 Purchase
557,333
230,000
31,833
288,805
523,140
9,924,012
9,637,129
216,926
238,407
3,000
300,000
160,000
390,256
335,000
0.02
9,924,012
0.01
10,154,012
0.00
10,185,845
0.01
10,474,650
0.02
10,997,790
0.40
1,073,778
0.40
10,710,907
0.01
10,927,833
0.01
11,166,240
0.00
11,169,240
0.01
11,469,240
0.01
11,629,240
0.02
12,019,496
0.01
12,354,496
0.24
0.23
0.22
0.20
0.19
0.16
0.14
0.14
0.14
0.13
0.13
0.13
0.13
0.13
0.13
0.13
0.13
0.13
0.13
0.14
0.15
0.15
0.17
0.17
0.17
0.38
0.40
0.41
0.41
0.42
0.45
0.04
0.44
0.45
0.46
0.46
0.47
0.48
0.49
0.51
106
Annual Report 2016-17
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2016
AND MARCH 31, 2017 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF 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
shares of the
company
No. of
Shares
% of total
shares of the
Company
18/11/2016 Purchase
31/03/2017 Closing Balance
16,176
0.00
12,370,672
-
12,370,672
9
01/04/2016 Opening Balance GOVERNMENT OF SINGAPORE
8,788,402
08/04/2016 Sale
15/04/2016 Purchase
22/04/2016 Sale
29/04/2016 Sale
06/05/2016 Sale
20/05/2016 Purchase
03/06/2016 Sale
10/06/2016 Sale
30/06/2016 Sale
08/07/2016 Purchase
22/07/2016 Sale
29/07/2016 Sale
05/08/2016 Sale
12/08/2016 Sale
19/08/2016 Sale
02/09/2016 Sale
09/09/2016 Sale
16/09/2016 Sale
07/10/2016 Purchase
04/11/2016 Sale
11/11/2016 Sale
25/11/2016 Sale
02/12/2016 Purchase
09/12/2016 Sale
16/12/2016 Purchase
23/12/2016 Purchase
30/12/2016 Purchase
06/01/2017 Purchase
13/01/2017 Sale
20/01/2017 Purchase
03/02/2017 Sale
10/02/2017 Sale
17/02/2017 Purchase
03/03/2017 Sale
10/03/2017 Purchase
Wipro Limited
437,596
2,538
307,800
147,598
183,937
2,215
603,027
301,248
5,550,917
5,191,074
222,689
121,664
485,381
6,760
149,425
42,172
21,553
5,913
69,285
21,831
20,955
7,183
124,541
7,653
51,796
846,315
357,894
61,192
111,834
12,401
362,028
126,340
33,202
45,744
49,065
0.36
0.02
0.00
0.01
0.01
0.01
0.00
0.02
0.01
0.22
0.21
0.01
0.01
0.02
0.00
0.01
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.00
0.00
0.03
0.01
0.00
0.00
0.00
0.01
0.01
0.00
0.00
0.00
8,788,402
8,350,806
8,353,344
8,045,544
7,897,946
7,714,009
7,716,224
7,113,197
6,811,949
1,261,032
6,452,106
6,229,417
6,107,753
5,622,372
5,615,612
5,466,187
5,424,015
5,402,462
5,396,549
5,465,834
5,444,003
5,423,048
5,415,865
5,540,406
5,532,753
5,584,549
6,430,864
6,788,758
6,849,950
6,738,116
6,750,517
6,388,489
6,262,149
6,295,351
6,249,607
6,298,672
0.51
0.51
0.36
0.34
0.34
0.33
0.32
0.31
0.31
0.29
0.28
0.05
0.27
0.26
0.25
0.23
0.23
0.22
0.22
0.22
0.22
0.22
0.22
0.22
0.22
0.23
0.23
0.23
0.26
0.28
0.28
0.28
0.28
0.26
0.26
0.26
0.26
0.26
107
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2016
AND MARCH 31, 2017 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF 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
shares of the
company
No. of
Shares
% of total
shares of the
Company
31/03/2017 Sale
31/03/2017 Closing Balance
186,075
0.01
6,112,597
-
6,112,597
10 01/04/2016 Opening Balance STICHTING DEPOSITARY APG EMERGING MARKETS
8,429,989
0.34
8,429,989
EQUITY P
08/04/2016 Purchase
29/04/2016 Sale
06/05/2016 Purchase
20/05/2016 Sale
27/05/2016 Sale
03/06/2016 Sale
10/06/2016 Sale
30/06/2016 Sale
08/07/2016 Purchase
22/07/2016 Sale
29/07/2016 Sale
05/08/2016 Sale
12/08/2016 Sale
23/09/2016 Sale
30/09/2016 Sale
07/10/2016 Sale
21/10/2016 Sale
04/11/2016 Sale
18/11/2016 Sale
02/12/2016 Sale
09/12/2016 Sale
23/12/2016 Sale
20/01/2017 Purchase
27/01/2017 Purchase
03/02/2017 Purchase
10/02/2017 Purchase
17/02/2017 Purchase
24/02/2017 Sale
03/03/2017 Purchase
10/03/2017 Purchase
31/03/2017 Purchase
31/03/2017 Closing Balance
Opening Balance denotes: As on April 01, 2016
Closing Balance denotes: As on March 31, 2017
129,628
200,970
320,263
95,066
1,099,000
766,844
510,500
584,650
625,251
15,794
189,179
88,713
72,488
31,472
104,645
35,987
202,848
265,486
202,398
229,832
140,680
32,768
274,691
224,679
81,268
256,091
35,612
42,975
118,709
405,086
47,659
0.01
0.01
0.01
0.00
0.04
0.03
0.02
0.02
0.03
0.00
0.01
0.00
0.00
0.00
0.00
0.00
0.01
0.01
0.01
0.01
0.01
0.00
0.01
0.01
0.00
0.01
0.00
0.00
0.00
0.02
0.00
8,559,617
8,358,647
8,678,910
8,583,844
7,484,844
6,718,000
6,207,500
5,622,850
6,248,101
6,232,307
6,043,128
5,954,415
5,881,927
5,850,455
5,745,810
5,709,823
5,506,975
5,241,489
5,039,091
4,809,259
4,668,579
4,635,811
4,910,502
5,135,181
5,216,449
5,472,540
5,508,152
5,465,177
5,583,886
5,988,972
6,036,631
-
6,036,631
0.25
0.25
0.34
0.35
0.34
0.35
0.35
0.30
0.27
0.25
0.23
0.26
0.26
0.25
0.24
0.24
0.24
0.24
0.23
0.23
0.22
0.21
0.20
0.19
0.19
0.20
0.21
0.21
0.23
0.23
0.22
0.23
0.25
0.25
0.25
108
Annual Report 2016-17
Annexure B
Name of the Directors and
Key Managerial Personnel
Date of the transaction
Shareholding at the
beginning of the year
April 01, 2016
Cumulative
Shareholding of the year
(2016-17)
No. of
Shares
No. of
Shares
% of total
shares
of the
company
% of total
shares
of the
company
Azim H Premji
Executive Chairman & Managing Director Opening Balance - 01/04/2016
95,419,432@
3.86
Purchase/ Sales
-
-
-
-
-
Closing Balance 31/03/2017
95,419,432
3.86 95,419,432@
3.93
Rishad A Premji
Executive Director and Chief Strategy
Officer
Opening Balance - 01/04/2016
686,666
0.03
Purchase/ Sales
-
-
-
-
-
Closing Balance 31/03/2017
686,666
0.03
686,666
0.03
Ashok S Ganguly
Independent Director
Opening Balance - 01/04/2016
1,867
0.00008
Purchase/ Sales
-
-
-
-
-
Closing Balance 31/03/2017
1,867
0.00008
1,867
0.00008
N Vaghul
Independent Director
Opening Balance - 01/04/2016
Purchase/ Sales
Closing Balance 31/03/2017
William A Owens
Independent Director
Opening Balance - 01/04/2016
Purchase/ Sales
Closing Balance 31/03/2017
-
-
-
-
-
-
-
-
-
-
T K Kurien*
Executive Vice-Chairman
Opening Balance - 01/04/2016
215,659
0.008
Sale - 8/07/2016
3,090
0.0001
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Closing Balance 31/03/2017
212,569
0.008
212,569
0.008
Abidali Z Neemuchwala
Opening Balance - 01/04/2016
Chief Executive Officer and Executive
Director
Purchase/Sales
Closing Balance 31/03/2017
-
-
-
-
-
-
-
-
-
Wipro Limited
-
-
-
109
Name of the Directors and
Key Managerial Personnel
Date of the transaction
Shareholding at the
beginning of the year
April 01, 2016
Cumulative
Shareholding of the year
(2016-17)
No. of
Shares
No. of
Shares
% of total
shares
of the
company
% of total
shares
of the
company
M K Sharma
Independent Director
Opening Balance - 01/04/2016
Purchase/ Sales
Closing Balance 31/03/2017
Ireena Vittal
Independent Director
Opening Balance - 01/04/2016
Purchase/ Sales
Closing Balance 31/03/2017
Patrick J Ennis
Independent Director
Opening Balance - 01/04/2016
Patrick A Dupuis
Independent Director
Purchase/ Sales
Closing Balance 31/03/2017
Opening Balance - 01/04/2016
Purchase/ Sales
Closing Balance 31/03/2017
-
-
-
-
-
-
-
-
-
-
-
-
-
Jatin Pravinchandra Dalal
Chief Financial Officer
Opening Balance - 01/04/2016
1,200$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Sale - 08/07/2016
Purchase - 23/11/2016 (ESOP)
Sale - 2/02/2017
Sale - 27/02/2017
Closing Balance 31/03/2017
Opening Balance - 01/04/2016
Purchase/ Sales
Closing Balance 31/03/2017
31
5,606
3,500
1,500
1,775
-
-
-
0.00
0.0002
0.0001
0.00
-
-
-
-
1,775$
-
-
-
M Sanaulla Khan
Company Secretary
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
* Mr. T K Kurien, who was Executive Vice Chairman of the Company retired from the services of the Company and the
Board effective January 31, 2017.
@ includes shares held jointly by Mr. Azim Premji and members of his immediate family.
$ includes shares held jointly by Mr. Jatin Pravinchandra Dalal and a member of his immediate family.
110
Annual Report 2016-17
Annexure C
Remuneration to other Directors 2016-17:
(` in Crores)
Particulars of
Remuneration
Name of Independent Directors
Independent Directors Mr. N
Vaghul
Dr.
Ashok
Ganguly
Dr.
Jagdish
Sheth*#
Mr.
Vyomesh
Joshi*^
Mr.M K
Sharma
Mr.
William
Owens*
Ms
Ireena
Vittal
Mr.
Patrick
Dupuis
*@
Dr.
Patrick
Ennis*@
Fee for attending
board and committee
meetings**
0.04
0.03
-
0.01
0.04
0.03
0.03
0.03
0.03
Commission
0.62
0.52
0.47
0.47
0.50
2.00
0.50
1.57
1.57
Others, please specify
-
-
-
-
-
-
-
-
-
TOTAL (1)
0.66
0.55
0.47
0.48
0.54
2.03
0.53
1.60
1.60
* Figures mentioned are rupee equivalent as amount paid in USD.
** Till October 31, 2016, each of our non-executive directors received an attendance fee of ` 20,000 for every Board
and Committee meeting they attended. Effective November 1, 2016, each of our non-executive directors are entitled
to receive an attendance fee of `100,000 for every Board meeting they attend.
# Dr. Jagdish Sheth retired from the Board with effect from July 18, 2016.
^ Mr. Vyomesh Joshi resigned from the Board of Directors effective July 19, 2016.
@ Dr. Patrick Ennis and Mr. Patrick Dupuis were appointed as Independent Directors effective April 1, 2016.
Apart from Independent Directors as detailed above, the Company did not have any other Non-Executive Directors.
Wipro Limited
111
Corporate Governance
Report
I. Wipro’s Philosophy on Corporate Governance
Wipro’s governance framework is driven by the
objective of enhancing long term stakeholder value
without compromising on ethical standards and
corporate social responsibilities. Efficient corporate
governance requires a clear understanding of the
respective roles of the Board of Directors (“Board”)
and of senior management and their relationships
with others in the corporate structure. Sincerity,
fairness, good citizenship and commitment to
compliance are key characteristics that drive
relationships of the Board and senior management
with other stakeholders.
Corporate governance philosophy of Wipro flows from
the “Spirit of Wipro” which represents core values
by which policies and practices of the organization
are guided. The values encapsulated in the “Spirit of
Wipro” are:
Corporate governance at Wipro is implemented
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 and Company’s Disclosure
Policy. Wipro’s corporate governance practices can
be described through the following four layers:
•
•
•
•
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.
Be passionate about
clients’ success
Treat each person
with respect
Be global
and responsible
Unyielding integrity
in everything we do
II. Board of Directors
Composition of Board
As at March 31, 2017, our Board had seven non-
executive Directors and three executive Directors.
Out of the three Executive Directors, one Director
is the Executive Chairman and Managing Director,
other is Chief Executive Officer (CEO) and Whole
time Director and another is Executive Director and
Chief Strategy Officer. The CEO is responsible for
the day to day operations of the Company. All the
seven non-executive Directors are Independent
Directors 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 Board is well diversified and consists of one
Woman Director and three Directors who are foreign
nationals. The profiles of our Directors are given from
page nos. 20 to 23 to this Annual Report.
Information Flow to the Board Members
Information is provided to the Board Members on
a continuous basis for their review, inputs and
approval from time to time. More specifically, we
112
Annual Report 2016-17
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 for their approval. In
addition, specific cases of acquisitions, important
managerial decisions, material positive/negative
developments and statutory matters are presented
to the respective Committees of the Board and later
with the recommendation of such Committees to the
Board for their approval.
As a system, in most cases, information to Directors is
submitted along with the agenda papers well in advance
of the Board meeting. Inputs and feedback of Board
Members are taken and considered while preparation
of agenda and documents for the Board meeting.
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 five times during the financial year
2016-17 on April 19-20, 2016, June 3, 2016, July 18-
19, 2016, October 20-21,2016 and January 24-25,
2017. 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 2016-17 is provided below:
Name
Designation
Number of
Board Meetings
attended
Mr. Azim H
Premji
Mr. N Vaghul
Mr. M K Sharma
Executive
Chairman and
Managing
Director
Independent
Director
Independent
Director
5
5
5
Name
Designation
Number of
Board Meetings
attended
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
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Executive Vice
Chairman
Chief Executive
Officer and
Executive
Director
Mr. Rishad A
Premji
Executive
Director and Chief
Strategy Officer
Dr. Patrick Ennis
Mr. Patrick
Dupuis
Independent
Director
Independent
Director
41
41
41
12
03
54
35
5
46
46
1 Ms. Ireena Vittal, Dr. Ashok S Ganguly and Mr. William
Arthur Owens did not attend the Board Meeting held
on June 3, 2016.
2 Mr. Vyomesh Joshi did not attend the Board Meetings
held on April 19-20, 2016 and June 3, 2016. Further,
he resigned from the Board of Directors with effect
from July 19, 2016.
3 Dr. Jagdish N Sheth did not attend the Board
Meetings held on April 19-20, 2016 and June 3, 2016.
Further, he retired from the Board of Directors with
effect from July 18, 2016.
4 Mr. T K Kurien, who was Executive Vice Chairman
of the Company retired from the services of the
Company and the Board effective January 31, 2017.
5 Mr. Abidali Z Neemuchwala did not attend the
meeting held on June 3, 2016 and participated in
the Board meeting held on October 21, 2016 through
video conference.
6 Dr. Patrick Ennis and Mr. Patrick Dupuis were
appointed as Independent Directors of the Company
with effect from April 1, 2016. They did not attend
the Board Meeting held on June 3, 2016.
Wipro Limited
113
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.
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.
Details of Directors proposed for re-appointment at
the ensuing Annual General Meeting is provided at
page no. 70 of the Board’s Report and in Annexure
A to the notice convening the 71st Annual General
Meeting.
Policy for Selection and Appointment of Directors
and their Remuneration
Board Governance, Nomination and Compensation
Committee has adopted a policy which, inter alia,
deals with the manner of selection of Board of
Directors and payment of their remuneration.
Criteria of Selection of Independent Directors
The Board Governance, Nomination and Compensation
Committee considers, inter alia, the following
attributes/criteria, whilst recommending to the Board
the candidature for appointment as Independent
Director:
•
•
•
•
Qualification, expertise and experience in their
respective fields such as Information Technology
Business, Scientific Research & Development,
International Markets, Leadership, Risk
Management and Strategic Planning etc.
Personal characteristics which align with
the Company’s values, such as integrity,
accountability, financial literacy, high
performance standards, etc.
Diversity of thought, experience, knowledge,
perspective and gender in the Board.
Such other criteria as prescribed in the Corporate
Governance Guidelines of the Company or
prescribed by the Board from time to time.
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 and Training for
Independent Directors
At the time of appointment, the Company conducts
familiarization programmes for an Independent
Director through meetings with key officials such as
Chairman and Managing Director, Chief Executive
Officer, Chief Strategy Officer, Chief Financial
Officer, General Counsel, Company Secretary
and other senior business leaders. During these
meetings, presentations are made on the roles and
responsibilities, duties and obligations of the Board
members, Company’s business and strategy, financial
reporting, governance and compliances and other
related matters. Details regarding familiarization
programme imparted by the Company is available
on our website at http://www.wipro.com/investors/
corporate-governance/policies-and-guidelines.
114
Annual Report 2016-17
As part of ongoing training, the Company schedules
quarterly meetings of business heads and functional
heads with the Independent Directors. During these
meetings, comprehensive presentations are made on
the various aspects such as business models, new
strategic initiatives, risk minimization procedures,
recent trends in technology, changes in domestic/
overseas industry scenario, and regulatory regime
affecting the Company globally. These meetings
also facilitate Independent Directors to provide
their inputs and suggestions on various strategic
and operational matters directly to the business and
functional heads.
Board Evaluation
Details of methodology adopted for Board evaluation
have been provided at page no. 71 of the Board’s
Report.
Remuneration Policy and Criteria of Making
Payments to Directors, Senior Management and Key
Managerial Personnel
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:
•
•
sitting fees for each meeting of the Board attended
by him or her, of such sum as may be approved
by the Board of Directors within the overall limits
prescribed under the Companies Act, 2013.
commission on a quarterly basis, of such sum as
may be approved by the Board and Members 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.
•
reimbursement of expenses for participation in
Board/Committee meetings.
•
Independent Directors 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 considers the
following:
•
•
•
•
the balance between fixed and variable pay
reflecting short and long term performance
objectives, appropriate to the working of the
Company and its goals.
alignment of remuneration of KMP and Directors
with long-term interests of the Company.
Directors forming part of the Promoter and
Promoter Group shall not be entitled to receive
stock options.
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.
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 Members.
Prior approval of Members 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 2016-17 are given below. No stock options
were granted to any of the Independent Directors and
Promoter Directors during the year 2016-17.
Wipro Limited
115
(in `)
Azim H
Premji
N Vaghul
Dr. Jagdish
N Sheth*
Dr. Ashok S
Ganguly
William
Arthur
Owens*
T K Kurien**
M K
Sharma
Vyomesh
Joshi*
Ireena
Vittal
Abidali Z
Neemuchwala*
Rishad A
Premji
Patrick
Ennis*
Patrick
Dupuis*
Relationship
with directors
Father of
Rishad A
Premji
None
None
None
None
None
None
None
None
None
Son of Azim
H Premji
None
None
Salary
30,00,000
Allowances
13,10,184
-
-
-
-
-
-
-
-
1,77,08,330
1,26,52,708
-
-
-
-
-
-
5,18,79,999
58,33,320
60,36,549
-
-
-
-
Commission/
Incentives/
Variable Pay
-
61,90,833
46,91,048
51,71,666 1,99,73,800
93,64,512
50,15,833 47,33,693
50,15,833
97,43,323
31,45,073 1,56,93,700 1,56,93,700
Other annual
compensation
27,06,947
Retirals
8,85,000
-
-
Sitting fees#
-
3,60,000
-
-
-
-
-
-
5,20,87,903
-
52,23,957
-
-
-
-
-
-
7,33,67,175
1,26,146
5,84,560
17,20,829
-
-
-
-
2,80,000
2,80,000
-
3,60,000
40,000
3,20,000
-
-
2,60,000
2,60,000
Total
79,02,131
65,50,833
46,91,048
54,51,666 2,02,53,800
9,70,37,410
53,75,833 47,73,693
53,35,833
13,55,75,058 1,68,61,917 1,59,53,700 1,59,53,700
Grant of
Restricted
Stock Units
-
Notice period
Up to 180
days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,00,000***
-
- Up to 180 days
Up to 180
days
-
-
-
-
* Figures mentioned in ` are equivalent to amounts paid in US$
** The Compensation disclosed is for the period from April 1, 2016 to January 31, 2017.
*** The RSU’s granted to Mr. Abidali Z Neemuchwala 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:
For 200,000 RSUs - December 2021
For 100,000 RSUs - July 2019
Till October 31, 2016, each of our non-executive directors received a sitting fee of ` 20,000 for every Board and Committee meeting they attended.
Effective November 1, 2016, each of our non-executive directors are entitled to a sitting fee of `100,000 for every Board and Committee meeting
they attend.
#
The remuneration of executive directors is computed on an accrual basis. It also includes the accelerated amortization of Restricted Stock Units
(“RSUs”) granted to them, which vest over a period of time.
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 two 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. 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. 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. Abidali Z
Neemuchwala severance pay equivalent of 12
months’ base pay.
We also indemnify our Directors and Officers for claim
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.
116
Annual Report 2016-17
Key Information pertaining to Directors as on March 31, 2017 is given below:
Name of the Director
Designation
Sl.
No.
Date of initial
appointment
Date of
appointment
as
Independent
Director
under
Companies
Act, 2013 and
SEBI Listing
Regulations
(first term)#
-
Directorship
in other
companies1
Chairmanship
in Committees
of Board
of other
Companies
Membership
in
Committee
of Board
of other
Companies
Attendance
at the last
AGM held
on July 18,
2016
DIN of
Directors
No. of shares
held as on
March 31,
2017
10
7
2
10
-
-
-
-
9
2
-
-
-
1
3
1
1
-
-
-
-
1
-
-
-
-
-
1
1
-
-
-
11
-
-
-
-
Yes 95,419,432@ 00234280
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
- 00002014
1,867 00010812
- 00327684
- 00332717
212,569 03009368
- 00422976
- 06404484
- 05195656
686,666 02983899
- 02478060
- 07463299
- 07480046
1
2
3
4
5
6
7
8
9
Azim H Premji2
N Vaghul
Dr. Ashok S Ganguly
M K Sharma
Dr. Jagdish N Sheth3
T K Kurien4
William Arthur Owens5
Vyomesh Joshi3
Ireena Vittal
10
Rishad A Premji
11
Abidali Z Neemuchwala
12
13
Patrick Ennis6
Patrick Dupuis6
Chairman and
Managing Director
(designated as
‘Executive Chairman’)
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Executive Vice-
Chairman
Independent
Director
Independent
Director
Independent
Director
Executive Director
and Chief Strategy
Officer
Chief Executive
Officer and
Executive Director
Independent
Director
Independent
Director
01-Sep-1968
09-Jun-1997 23-Jul-2014
01-Jan-1999 23-Jul-2014
01Jul-2011
23-Jul-2014
01-Aug-2015 23-Jul-2014
01-Feb-2011
-
01-Jul-2006 23-Jul-2014
01-Oct-2012 23-Jul-2014
01-Oct-2013 23-Jul-2014
01-May-2015
01-Feb-2016
-
-
01-April-2016 01-April-2016
01-April-2016 01-April-2016
1 This does not include position in foreign companies, position as an advisory board member but includes position in private companies.
2 Mr. Azim H Premji’s current term expires on July 30, 2017. The Board of Directors has approved the re-appointment for a period of 2 years, which is
subject to approval of the shareholders at the 71st Annual General Meeting.
@ includes shares held jointly with immediate family members.
3 Dr. Jagdish Sheth retired from the Board effective July 18, 2016 and Mr. Vyomesh Joshi resigned from the Board effective July 19, 2016.
4 Mr. T K Kurien retired as Executive Vice Chairman of the Board effective January 31, 2017.
5 The current term of Mr. William Arthur Owens expires on July 31, 2017. The Board of Directors has approved his re-appointment as an Independent
Director for a period of 5 years, which is subject to approval of the shareholders at the 71st Annual General Meeting.
6 Dr. Patrick Ennis and Mr. Patrick Dupuis were appointed as Independent Directors effective April 1, 2016.
# At the 70th Annual General Meeting, Mr. N Vaghul, Dr. Ashok Ganguly and Mr. M K Sharma were re-appointed as Independent Directors for a second
term as under:
Mr. N Vaghul - From August 1, 2016 to July 31, 2019
Dr. Ashok Ganguly - From August 1, 2016 to July 31, 2019
Mr. M K Sharma - From July 1, 2016 to June 30, 2021
Succession Planning
We have an effective mechanism for succession
planning which focuses on orderly succession of
Directors, Chief Executive Officer, senior management
and other executive officers. The Board Governance,
Nomination and Compensation Committee
implements this mechanism in concurrence with
the Board.
The Board Governance, Nomination and Compensation
Committee presents to the Board on a periodic basis,
succession plans for appointments to the Board
based on various factors such as current tenure of
Directors, outcome of performance evaluation, Board
diversity and business requirements. In addition, the
Company conducts an annual Talent Review Process
for senior management and other executive officers
which provides a leadership-level talent inventory and
Wipro Limited
117
capability map that reflects the extent to which critical
talent needs are fulfilled vis-a-vis business drivers.
The Board Governance, Nomination and Compensation
Committee reviews the outcome of this process and
presents the succession plan for senior management
and other executive officers to the Board.
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, 2017:
•
•
•
•
Audit, Risk and Compliance Committee, which
also acts as Risk Management Committee
B o a r d G o v e r n a n c e , N o m i n a t i o n a n d
Compensation Committee, which also oversees
the CSR initiatives of the Company
Strategy Committee
Administrative and Shareholders/Investors
G r i e v a n c e C o m m i t t e e ( S t a k e h o l d e r s
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:
•
•
•
•
•
•
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.
•
Evaluation of internal financial controls and risk
management systems and policies.
The Chairman of the Audit, Risk and Compliance
Committee was present at the Annual General
Meeting held on July 18, 2016. The detailed charter of
the Committee is available on our website 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 2016-17 on April 19,
2016, May 26, 2016**, June 3, 2016, July 18, 2016,
October 20, 2016, January 24, 2017 and March 1,
2017. Composition of the Audit, Risk and Compliance
Committee and details of attendance of members at
its meetings during the year 2016-17 is given below:
Name
Position
Number of
meetings attended
Mr. N Vaghul
Chairman
Mr. M K Sharma
Member
Ms. Ireena Vittal
Member
6
6
4*
* Ms. Ireena Vittal was not present at the meetings
held on June 3, 2016 and March 1, 2017.
** The meeting on May 26, 2016 was held over a
telephone call and attendance of the same is not
included in the above table.
Board Governance, Nomination and Compensation
Committee
The Board Governance, Nomination and Compensation
Committee is the apex body that oversees our
Corporate Social Responsibility policy and programs.
The Board Governance, Nomination and Compensation
Committee reviews, acts on and reports to our Board
of Directors with respect to various governance,
nomination and compensation matters. The primary
responsibilities of this Committee, inter alia, are:
•
Developing and recommending to the Board
Corporate Governance guidelines applicable to
the Company.
118
Annual Report 2016-17
•
•
•
•
•
•
•
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.
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.
Formulating the Disclosure Policy, its review and
approval of disclosures.
Approving and evaluating the compensation
plans, policies and programs for 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.
The detailed charter of Board Governance, Nomination
and Compensation Committee is available on
our website at http://www.wipro.com/investors/
corporate-governance/charters/.
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 Committees.
The Board Governance, Nomination and Compensation
Committee met four times during the year 2016-
17 on April 20, 2016, July 18, 2016, October 20,
2016 and January 24, 2017. Composition of the
Board Governance, Nomination and Compensation
Committee and details of attendance of members at
its meetings during the year 2016-17 is given below:
Name
Position
Dr. Ashok S
Ganguly
Mr. N Vaghul
Mr. William
Arthur Owens
Chairman
Member
Member
Strategy Committee
Number of
meetings attended
4
4
4
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.
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.
Monitoring the organization’s performance
against measurable targets or progress points.
Annually reviewing the strategic plan for the
Company and for each division and entity as well
and recommending updates to the Board.
Assissting in the development of strategic
dashboard of key indicators.
The Strategy Committee met once in the financial year
on April 19, 2016. Subsequently, the Strategy Committee
reviewed the progress on strategy initiatives as part
of meetings of the Board. Composition of the Strategy
Committee and details of attendance of members at its
meetings during the year 2016-17 is given below:
Name
Position
Number of
meetings
attended
Mr. William Arthur Owens Chairman
Dr. Jagdish N Sheth
Mr. Vyomesh Joshi
Mr. Azim H Premji
Mr. T K Kurien
Dr. Patrick Ennis
Mr. Patrick Dupuis
Member
Member
Member
Member
Member
Member
Mr. Abidali Z Neemuchwala Member
Mr. Rishad A Premji
Member
1
01
02
1
13
1
1
NA4
NA4
1 Dr. Jagdish Sheth retired from the Board of Directors
effective July 18, 2016
2 Mr. Vyomesh Joshi resigned from the Board of
Directors effective July 19, 2016
3 Mr. T K Kurien was a member of the Strategy
Committee till January 31, 2017.
4 Mr. Abidali Z Neemuchwala and Mr. Rishad A Premji
became members of the Strategy Committee with
effect from February 1, 2017
Wipro Limited
119
Administrative and Shareholders/Investors Grievance
Committee (Stakeholders Relationship Committee)
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 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.
The Administrative and Shareholders/Investors
Grievance Committee met four times during the year
2016-17 on April 20, 2016, July 18, 2016, October
20, 2016 and January 24, 2017. In addition, the
management updates the Committee of investor
complaints and redressal of shareholders’ queries
once in 15 days. Composition of the Administrative
and Shareholders/Investors Grievance Committee
and details of attendance of members at its meetings
during the year 2016-17 is given below:
Name
Position
Number of
meetings
attended
Mr. M K Sharma
Chairman
Mr. T K Kurien
Ms. Ireena Vittal
Mr. Rishad A Premji
Member
Member
Member
4
3*
4
NA**
* Mr. T K Kurien was not present in the meeting
held on April 20, 2016. He was a member of
the Administrative and Shareholders/Investors
Grievance till January 31, 2017.
** Mr Rishad A Premji became member of the
Administrative and Shareholders/Investors
Grievance Committee with effect from February
1, 2017.
Status Report of investor queries and complaints for
the period from April 1, 2016 to March 31, 2017 is as
follows:
Particulars
Sl.
No.
1 Investor complaints pending at
No. of
Complaints
NIL
the beginning of the year
2 Investor complaints received
479
during the year
3 Investor complaints disposed of
479
during the year
4 Investor complaints remaining
unresolved at the end of the year
NIL
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
is available on the Company’s website at http://
www.wipro.com/investors/corporate- governance/
policies-and-g)uidelines/.
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 is
available on the Company’s website at http://www.
wipro.com/investors/corporate-governance/policies-
and-guidelines/.
120
Annual Report 2016-17
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 is 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 of
Sexual Harassment of Women at Workplace
Pursuant to the requirements of Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013, 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 held one meeting during the
year 2016-17.
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 the 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
2016-17, 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 189 of the Companies Act,
2013 is maintained and particulars of transactions
have been entered in the Register, wherever
applicable.
Wipro Limited
121
Subsidiary Monitoring Framework
All the subsidiaries 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 April 15, 2017 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.
Settlement with Securities and Exchange Commission
During the year ended March 31, 2017, your Company
resolved the previously disclosed investigation of
the Securities and Exchange Commission (SEC). In
agreeing to the settlement, your Company neither
admitted nor denied the SEC’s allegations that your
Company violated certain provisions of the Securities
Exchange Act of 1934 (“Exchange Act”). The SEC
acknowledged your Company’s cooperation and
remedial measures in arriving at the settlement.
Under the terms of the settlement, your Company
consented to pay a civil money penalty of US $5
million, to cease and desist from committing or
causing violations of the Exchange Act, and to
undertake certain follow through actions.
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
as of March 31, 2017 is given below:
(a)
(b)
(c)
(d)
Aggregate number of shareholders and the
outstanding shares in the suspense account lying
at the beginning of the year - 308 shareholders
holding 2,00,968 shares
Number of shareholders who approached listed
entity for transfer of shares from suspense
account during the year - Nil
Number of shareholders to whom shares were
transferred from suspense account during the
year - Nil
Aggregate number of shareholders and the
outstanding shares in the suspense account
lying at the end of the year - 308 shareholders
holding 2,00,968 shares
(e)
Voting rights on these shares shall remain frozen
till the rightful owner of such shares claims the
shares - Yes
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.
122
Annual Report 2016-17
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.
3. Modified opinion(s) in audit report
4.
Separate posts of Chairperson and Chief
Executive Officer
Mr. Azim H Premji is the Executive 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 Financial 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, 2017.
The Auditors have issued an un-modified opinion
on the financial statements of the Company.
Place: Bangalore
Date: June 2, 2017
Azim H Premji
Executive Chairman
Wipro Limited
123
ANNEXURE I
Shareholder Information
Corporate Identity Number (CIN)
Our Corporate Identity Number (CIN),allotted by
Ministry of Company Affairs, Government of India is
L32102KA1945PLC020800, and our Company Registration
Number is 20800.
Annual General Meeting
Annual General Meeting for the year ended March 31, 2017
is scheduled to be held on Wednesday, July 19, 2017 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 so as to reach us latest by
July 17, 2017 before 4.00 p.m. 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 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. N 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
•
•
•
•
•
•
•
•
•
124
2007 and Wipro Equity Reward Trust Employee Stock
Purchase Scheme2013, and Wipro Equity Reward
Trust (WERT).
•
Payment of remuneration to Non-Executive Directors
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 a Whole-time Director of the Company
(ordinary resolution)
For the Year 2015-16, we had our Annual General Meeting
on July 18, 2016 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 (third, fourth and fifth being Special Resolutions):
•
•
•
•
•
•
•
•
Appointment of Dr. Patrick Ennis as an Independent
Director
Appointment of Mr. Patrick Dupuis as an Independent
Director
Re-appointment of Mr. N Vaghul as an Independent
Director
Re-appointment of Dr. Ashok S Ganguly as an
Independent Director
Re-appointment of Mr. M K Sharma as an Independent
Director
Re-appointment of Mr. T K Kurien as an Executive
Director
Appointment of Mr. Abidali Z Neemuchwala as the
Chief Executive Officer and Executive Director
Revision in the payment of remuneration to Mr. Rishad
A Premji as an Executive Director and Chief Strategy
Officer
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.
Annual Report 2016-17
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 Management,
are also available on the website in a user friendly and
downloadable form at www.wipro.com/investors/.
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 www.wipro.com/investors/.
Communication of Results
Means of
Communications
Number of times during
2016-17
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 2017-18 is as given below:
Quarter Ending
Release of Results
For the Quarter ending
June 30, 2017
For the Quarter and half
year ending September
30, 2017
For the Quarter and
nine months ending
December 31, 2017
For the year ending
March 31, 2018
Third week of July, 2017
Fourth week of October, 2017
Third week of January, 2018
Third week of April, 2018
In addition, the Board may meet on other dates as and
when required.
The Register of Members and Share Transfer books will
remain closed from July 17, 2017 to July 19, 2017 (both
days inclusive).
Dividend
Pursuant to the approval of the Board on January 25,
2017, your Company paid an interim dividend of `2/-
per equity share of face value of `2/- each on February
10, 2017, to shareholders who were on the register of
members as on February 3, 2017, being the record date
fixed for this purpose. The Board did not recommend a
final dividend and therefore total dividend for the year
ended March 31, 2017 will be `2/- per equity share of
face value of `2/- each.
Unclaimed Dividends and Transfer to IEPF
Pursuant to section 124 of Companies Act, 2013, the
Company has transferred the unpaid or unclaimed final
dividend for the financial year 2008-09 on due date
to the Investor Education and Protection Fund (IEPF)
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 18, 2016 (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.
Pursuant to the provisions of section 124(6) of the
Companies Act, 2013 and Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (as amended from time to
time), equity shares in respect of which dividend has
not been claimed for the financial year 2008-09 will be
transferred to the IEPF Authority in accordance with the
aforesaid rules.
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, 2017 and the stock codes are:
Wipro Limited
125
Equity shares
Stock Codes
Address
Bombay Stock Exchange Limited (BSE)
507685
National Stock Exchange of India Limited (NSE)
WIPRO
BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street,
Mumbai - 400 001
Exchange Plaza, C-1, Block G, Bandra Kurla Complex,
Bandra (E), Mumbai - 400 051
American Depository Receipts
New York Stock Exchange (NYSE)
WIT
11 Wall St, New York, NY 10005, United States of America
Notes:
1.
2.
3.
Listing fees for the year 2017-18 has been paid to the Indian Stock Exchanges as on date of this report.
Listing fees to NYSE for the calendar year 2017 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 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, 2017
Category
(No. of Shares)
1-5000
5001- 10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001& Above
31-Mar-17
31-Mar-16
No. of
Shareholders
% of
shareholders
No. of shares
% of
Total equity
No. of
shareholders
% of
shareholders
No. of shares
% of total
equity
236,761
98.17
24,636,146
1,626
1,024
365
227
145
314
692
0.67
0.42
0.15
0.10
0.06
0.13
5,824,521
7,269,189
4,469,797
3,955,075
3,251,627
11,365,237
0.30 2370,128,973
1.01
0.24
0.30
0.18
0.16
0.13
0.47
97.50
100.00
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
5,697,804
7,672,666
5,185,043
4,062,455
3,451,385
11,968,612
0.32 2,409,275,152
227,369
100.00 2,470,713,290
0.95
0.23
0.31
0.21
0.16
0.14
0.48
97.52
100.00
Total
241,154
100.00 2,430,900,565
Dematerialisation of Shares and Liquidity
99.14% of outstanding equity shares have been dematerialized as at March 31, 2017.
Outstanding ADR/GDR/Warrants or any other Convertible instruments, Conversion Date and Likely Impact on Equity
The Company has 2.01% of outstanding ADRs as on March 31, 2017.
Foreign Exchange Risk and Hedging Activities
Please refer to Management Discussion and Analysis Report for details.
126
Annual Report 2016-17
Market Share Price Data
The performance of our stock in the financial year 2016-17 is tabulated below:
June
27,951,298
563.7
23-Jun-16
671,251
535.1
6-Jun-16
1,932,039
May
25,698,511
April
33,059,942
601.25
20-Apr-16
4,693,918
549.55
8-Apr-16
940,527
550.15
30-May-16
1,069,996
533.1
6-May-16
1,288,204
Month
Volume traded NSE
Price in NSE during the month (in ` per share)
High
Date
Volume traded NSE
Low
Date
Volume traded NSE
S&P CNX Nifty Index during each month
7,979.90
High
Low
7,546.45
Wipro Price Movement vis-as-vis Previous Month High/Low (%)
High %
Low %
S&P CNX Nifty Index Movement vis a vis
High %
Low %
8,178.50
7,706.55
-8.50%
-2.99%
2.49%
2.12%
2.60%
7.27%
5.48%
4.99%
8,287.75
8,088.60
2.46%
0.38%
1.34%
4.96%
July
34,396,041
August
38,166,384
September
39,856,651
October
30,248,119
November
35,682,020
December
19,931,126
January
22,372,827
February
20,721,851
March
28,076,754
573.95
13-Jul-16
1,057,197
537.75
22-Jul-16
1,374,380
557.7
1-Aug-16
2,273,195
478.8
29-Aug-16
5,095,626
484.2
27-Sep-16
1,852,179
472.2
29-Sep-16
4,940,828
499.2
21-Oct-16
1,990,718
461.7
27-Oct-16
1,883,031
465.25
30-Nov-16
2,172,696
437.15
18-Nov-16
1,080,583
474.45
30-Dec-16
521,181
453.35
7-Dec-16
589,671
484.75
16-Jan-17
605,125
458
31-Jan-17
2,742,827
489.75
27-Feb-17
1,411,538
455.65
2-Feb-17
1,532,200
515.95
30-Mar-17
2,679,436
484.5
9-Mar-17
704,895
8,666.30
8,323.20
8,786.20
8,544.85
8,952.50
8,591.25
8,769.15
8,520.40
8,626.25
7,929.10
8,261.75
7,908.25
8,641.25
8,179.50
8,939.50
8,716.40
9,173.75
8,897.55
1.82%
0.50%
4.57%
2.90%
-2.83%
-10.96%
-13.18%
-1.38%
1.38%
2.66%
1.89%
0.54%
3.10%
-2.22%
-2.05%
-0.82%
-6.80%
-5.32%
-1.63%
-6.94%
1.98%
3.71%
-4.23%
-0.26%
2.17%
1.03%
4.59%
3.43%
1.03%
-0.51%
3.45%
6.56%
5.35%
6.33%
2.62%
2.08%
ADS Share Price During the Financial Year 2016-17
Wipro ADS price in NYSE
during each month closing ($)
NYSE TMT index during each
month closing
Wipro ADS Price Movement
(%) Vis a vis Previous month
Closing $
NYSE TMT Index movement
(%) vis a vis Previous month
closing $
April
May
June
July
August
September
October
November
December
January
February
March
12.15
12.01
12.36
11.34
10.32
9.71
9.67
9.59
9.68
9.23
9.78
10.23
7,506.99
7,593.52
7,641.34
7,851.37
7,736.74
7,752.75
7,475.61
7,585.23
7,778.59
7,933.40
8,078.43
8,200.28
-3.42%
-1.15%
2.91%
-8.25%
-8.99%
-5.91%
-0.41%
-0.83%
0.94%
-4.65%
5.96%
4.60%
-1.00%
1.15%
0.63%
2.75%
-1.46%
0.21%
-3.57%
1.47%
2.55%
1.99%
1.83%
1.51%
Performance of Wipro equity share relative to the SENSEX and NYSE Composite Index during the period April 1, 2016
to March 31, 2017 is given in the following chart:
120
110
100
90
80
70
6
1
0
2
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1
6
1
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y
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u
J
-
1
6
1
0
2
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t
s
u
g
u
A
-
1
Base 100 = April 1, 2016
Wipro Limited
6
1
0
2
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p
e
S
-
1
6
1
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-
t
c
O
-
1
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e
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1
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1
Wipro
Sensex
NYSE Composite Index
127
Registrar and Transfer Agents
Company’s share transfer and related operations is
operated through its Registrar and Share Transfer Agents
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.
Address for Correspondence
The address of our Registrar and Share Transfer Agents
is given below:
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
Contact Person:
Mr. B. Srinivas - E-mail id: srinivas.b@karvy.com
Mr. Rajesh Mishra - E-mail id: rajesh.mishra@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:
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
Ph: +91 80 28440011
(Extn 226185)
Fax: +91 080 28440258
Email: sanaulla.khan@wipro.com
Ph: +91 80 28440011
(Extn 226183)
Fax: +91 080 28440258
Email:
kothandaraman.gopal@wipro.com
Analysts can reach our Investor Relations Team for any
queries and clarification Financial/Investor Relations
related matters:
Ph: +91 80 28440011
(Extn: 226186)
Fax: +91 80 28440258
Email:
aravind.viswanathan@wipro.com
Ph: +91 80 28440011
(Extn: 226143)
Fax: +91 80 28440258
Email: pavan.rao@wipro.com
Ph: +1 9788264700
Fax: +1 8005724852
Email:
abhishekkumar.jain@wipro.com
Mr. Aravind V S
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
Plant Locations
The Company has various offices in India and abroad.
Details of these locations are available on our website
www.wipro.com.
128
Annual Report 2016-17
Corporate Governance Compliance
Certif icate
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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for
the financial year ended March 31, 2017. 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 information 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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, D and E.
Bengaluru
April 15, 2017
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 Ind AS
Independent Auditor’s Report
To the Members of Wipro Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS
financial statements of Wipro Limited (‘the Company’),
which comprise the Balance Sheet as at March 31,
2017, the Statement of Profit and Loss (including other
comprehensive income), the Statement of Cash Flows and
the Statement of Changes in Equity for the year then ended
and a summary of the significant accounting policies and
other explanatory information (herein after referred to as
“standalone Ind AS financial statements”).
Management’s Responsibility for the Standalone Ind AS
Financial Statements
The Company’s Board of Directors is responsible for
the matters stated in Section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation of
these standalone Ind AS financial statements that give
a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind AS)
prescribed under Section 133 of the Act read with relevant
rules issued thereunder.
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 standalone
Ind AS 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 Ind AS 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 of the standalone Ind AS
financial statements 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
Ind AS 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 Ind AS financial statements. The procedures
selected depend on the auditor’s judgment, including
the assessment of the risks of material misstatement
of the standalone Ind AS 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 Ind AS
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 Ind AS 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 Ind AS financial statements.
Opinion
In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone Ind AS 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 including
the Ind AS, of the financial position of the Company as at
March 31, 2017 and its financial performance including
other comprehensive income, its cash flows and changes
in equity 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 section 143(11) of
the Act, we give in the Annexure A, a statement on
the matters specified in the paragraph 3 and 4 of the
order, to the extent applicable.
2. 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
130
Annual Report 2016-17
knowledge and belief were necessary for the
purposes of our audit;
(b)
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;
(c) The balance sheet, the statement of profit and
loss including other comprehensive income, the
statement of cash flows and the statement of
changes in equity dealt with by this Report are
in agreement with the books of account;
(d)
In our opinion, the aforesaid standalone Ind AS
financial statements comply with the Indian
Accounting Standards specified under Section
133 of the Act read with relevant rule issued
thereunder;
(e) On the basis of the written representations
received from the directors as on March 31, 2017
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2017 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
(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 Ind AS financial
Standalone Financial Statements under Ind AS
ii.
statements – Refer Note 16 and 34 to the
standalone Ind AS 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 18 to the standalone Ind AS
financial statements;
iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company;
iv. A c c o rd i n g to t h e i n fo r m a t i o n a n d
ex p l a n a t i o n s g i v e n to u s a n d t h e
audit procedures performed including
management representations obtained,
we report that the Company did not have
any cash in hand during the period from
November 8, 2016 to December 30, 2016.
Accordingly, the disclosure requirement
as envisaged in Notification G.S.R 308 (E)
dated March 30, 2017 as to holdings as
well as dealings in Specified Bank Notes
during these period is not applicable to the
Company. Refer Note 9 to the Standalone
Ind AS financial statements.
for B S R & Co. LLP
Chartered Accountants
Firm registration number: 101248W/W-100022
Jamil Khatri
Partner
Membership Number: 102527
Bangalore
June 2, 2017
Wipro Limited
131
Standalone Financial Statements under Ind AS
Annexure-A to the Independent Auditor’s 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, 2017, 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 program 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 program, 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)
b)
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.
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, 2017 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:
132
Annual Report 2016-17
Name of the Statute
Nature of the dues
Income Tax and interest
demanded
Income Tax and interest
demanded
Income Tax and interest
demanded
Income Tax and interest
demanded
Income Tax and interest
demanded
Sales tax, interest and penalty
demanded
Sales tax demanded
The Income Tax Act,
1961
The Income Tax Act,
1961
The Income Tax Act,
1961
The Income Tax Act,
1961
The Income Tax Act,
1961
State Sales Tax/VAT
and CST
State Sales Tax/VAT
and CST
State Sales Tax/VAT
and CST
The Central Excise Act,
1944
The Central Excise Act,
1944
The Central Excise Act,
1944
The Customs Act, 1962 Customs duty, interest and
Excise duty demanded
Excise duty demanded
Excise duty demanded
Sales tax and penalty demanded
Standalone Financial Statements under Ind AS
Amount
unpaid March
31, 2017*
(` in million)
Period to which
the amount relates
(Assessment year)
Forum where dispute is
pending
11,127 2001-02 to 2004-05 Supreme Court
20,841 2005-06 to 2007-08 High Court **
3,101 2007-08 to 2011-
12****
4,124 2013-14
4 2012-13
Income Tax Appellate
Tribunal
Dispute Resolution Panel
***
Appellate Authorities
2,772 1986-87 to 2015-16 Appellate Authorities
254 1998-99 to 2009-10 Appellate Tribunal
51 1999-00 to 2007-08 High court/ Supreme
court
66 1995-96 to 2013-14 Appellate Authorities
177 2004-05 to 2010-11 CESTAT
1 2007-08
High Court/ Supreme
Court
296 1995-96 to 2009-10 Appellate Authorities
penalty demanded
The Customs Act, 1962 Customs duty and penalty
7 1991-92 to 2011-12 CESTAT
demanded
The Customs Act, 1962 Customs duty demanded
44 1990-91 to 1998-99 High court/ Supreme
court
The Finance Act, 1994 Service tax demanded
The Finance Act, 1994 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.
**** The assessment pertaining to AY 2008-09 was disposed off by the ITAT during January 2017. The Company has
filed an appeal against the order of the ITAT with the High Court during the month of April 2017.
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 and
financial institutions. The Company did not have
any outstanding dues to 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 year.
xi. According to the information and explanations give
to us and based on our examination of the records
Wipro Limited
133
Standalone Financial Statements under Ind AS
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 B S R & Co. LLP
Chartered Accountants
Firm registration number: 101248W/W-100022
Jamil Khatri
Partner
Membership Number: 102527
Bangalore
June 2, 2017
134
Annual Report 2016-17
Standalone Financial Statements under Ind AS
Annexure-B to the Independent Auditor’s Report
Annexure – B to the Independent Auditor’s Report of even
date on the Standalone Ind AS 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, 2017 in conjunction with our audit of the
standalone Ind AS 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.
Auditor’s 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 standalone Ind AS 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 Standalone Ind AS 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 Standalone Ind AS 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, 2017, 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 B S R & Co. LLP
Chartered Accountants
Firm registration number: 101248W/W-100022
Jamil Khatri
Partner
Membership Number: 102527
Bangalore
June 2, 2017
Wipro Limited
135
Standalone Financial Statements under Ind AS
Balance Sheet
ASSETS
Non-current assets
Property, plant and equipment
Capital work-in-progress
Goodwill
Other intangible assets
Financial assets
Investments
Derivative assets
Trade receivables
Loans to subsidiaries
Other financial assets
Deferred tax assets
Non-current tax assets
Other non-current assets
Total non-current assets
Current assets
Inventories
Financial assets
Investments
Trade receivables
Cash and cash equivalents
Derivative assets
Unbilled revenues
Loans to subsidiaries
Other financial assets
Current tax assets
Other current assets
Total current assets
TOTAL ASSETS
EQUITY
Share capital
Other equity
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings
Derivative liabilities
Other financial liabilities
Provisions
Deferred tax liabilities
Non-current tax liability
Other non-current liabilities
Total non-current liabilities
Current liabilities
Financial liabilities
Borrowings
Trade payables
Derivative liabilities
Other financial liabilities
Unearned revenues
Provisions
Current tax liabilities
Other current liabilities
Total current liabilities
TOTAL EQUITY AND LIABILITIES
(` in millions, except share and per share data, unless otherwise stated)
As at
April 01, 2015
As at
March 31, 2016
As at
March 31, 2017
Notes
5
5
6
6
7
18
8
33
10
19
19
12
11
7
8
9
18
33
10
19
12
13
14
18
15
16
19
19
17
14
18
15
16
19
17
` 37,555
6,941
3,882
2,185
59,994
106
3,998
-
3,545
2,352
12,008
11,732
144,298
3,559
291,467
81,299
35,166
9,747
32,845
1,917
6,151
7,701
17,419
487,271
` 631,569
` 4,861
462,195
467,056
11,463
2
77
3,733
1,391
9,099
349
26,114
50,186
38,186
2,708
17,628
11,506
6,269
6,792
5,124
138,399
` 631,569
` 36,418
3,251
3,882
375
57,811
260
1,362
1,958
4,067
4,254
11,751
11,257
136,646
5,262
204,195
83,980
84,088
5,549
37,100
-
7,658
6,519
18,252
452,603
` 589,249
` 4,941
407,316
412,257
11,465
118
55
3,991
722
8,231
291
24,873
55,495
43,623
2,340
18,174
14,222
6,426
6,363
5,476
152,119
` 589,249
` 34,805
3,612
3,882
499
56,260
736
2,443
1,848
4,221
3,022
11,409
9,425
132,162
4,794
93,827
77,797
149,425
4,889
33,387
-
11,730
5,497
16,838
398,184
` 530,346
` 4,937
361,448
366,385
10,632
71
-
2,736
567
6,695
210
20,911
49,704
40,191
753
18,548
14,021
6,357
7,360
6,116
143,050
` 530,346
The accompanying notes form an integral part of these standalone financial statements
As per our report of even date attached
For and on behalf of the Board of Directors
for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W- 100022
Jamil Khatri
Partner
Membership No. 102527
Bengaluru
June 02, 2017
136
Azim H Premji
Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 02, 2017
N Vaghul
Director
Abidali Neemuchwala
Chief Excecutive Officer
& Excecutive Director
M Sanaulla Khan
Company Secretary
Annual Report 2016-17
Statement of Profit and Loss
(` in millions, except share and per share data, unless otherwise stated)
Notes
Year ended March 31,
2017
2,016
Standalone Financial Statements under Ind AS
REVENUE
Revenue from operations
Other operating income
Other income
Total
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
Total tax expense
Profit for the year
Other Comprehensive Income (OCI)
Items that will not be reclassified to statement of profit or loss
Defined benefit plan actuarial gains/(losses)
Net change in fair value of financial instruments through OCI
Income tax relating to items that will not be reclassified to profit or loss
Items that will be reclassified to statement of profit or loss
Net change in fair value of financial instruments through OCI
Net change in time value of option contracts designated as cash flow hedges
Net change in intrinsic value of option contracts designated as cash flow hedges
Net change in fair value of forward contracts designated as cash flow hedges
Income tax relating to items that may be reclassified to profit or loss
Total Other Comprehensive Income for the year, net of tax
Total comprehensive income for the year
Earnings per equity share
(Equity shares of par value ` 2 each)
Basic
Diluted
No of shares
Basic
Diluted
20
21
22
23
24
25
26
5, 6
27
19
19
25
18
19
18
18
18
18
19
28
The accompanying notes form an integral part of these standalone financial statements
As per our report of even date attached
For and on behalf of the Board of Directors
` 456,396
4,082
25,700
486,178
` 446,808
-
27,106
473,914
-
21,869
1,640
218,544
3,921
10,477
122,856
379,307
106,871
24,304
950
25,254
` 81,617
191
(183)
(28)
1,787
9
77
4,872
(1,571)
5,154
` 86,771
2
26,560
(531)
212,671
5,499
8,754
115,017
367,972
105,942
24,523
(586)
23,937
` 82,005
(1,010)
25
214
393
-
-
(1,900)
226
(2,052)
` 79,953
` 33.61
` 33.51
` 33.38
` 33.31
2,428,540,505
2,435,673,569
2,456,559,400
2,461,689,908
for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W- 100022
Jamil Khatri
Partner
Membership No. 102527
Bengaluru
June 02, 2017
Wipro Limited
Azim H Premji
Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 02, 2017
N Vaghul
Director
Abidali Neemuchwala
Chief Excecutive Officer
& Excecutive Director
M Sanaulla Khan
Company Secretary
137
Standalone Financial Statements under Ind AS
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Wipro Limited
139
Standalone Financial Statements under Ind AS
Statement of Cash Flow
(` in millions, except share and per share data, unless otherwise stated)
A. Cash flows from operating activities:
Profit for the year
Adjustments:
Loss/ (gain) on sale of property, plant and equipment, net
Depreciation and amortization expense
Unrealized Exchange loss, net
Gain on sale of investments, net
Share based compensation expense
Income tax expense
Dividend and interest (income)/expenses, net
Gain from sale of division
Provision for diminution in the value of non-current investments
Changes in operating assets and liabilities; net of effects from acquisitions
Trade receivables
Unbilled revenue
Inventories
Other assets
Trade payables, other liabilities and provisions
Unearned revenue
Cash generated from operating activities before taxes
Income taxes paid, net
Net cash generated from operating activities
B. Cash flows from investing activities:
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Proceeds from sale of EcoEnergy division, net of related expenses
Purchase of investments
Investment in subsidiaries
Proceeds from sale of investments
Interest received
Dividend received
Income tax paid on sale of EcoEnergy division
Net cash used in investing activities
C. Cash flows from financing activities:
Proceeds from issuance of equity shares
Repayment of loans and borrowings
Proceeds from loans and borrowings
Interest paid on loans and borrowings
Shares bought back
Payment of cash dividend (including dividend tax thereon)
Net cash used in financing activities
Net 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 9)
For the Year Ended
March 31, 2017
March 31, 2016
` 81,617
` 82,005
181
10,477
3,714
(3,486)
1,687
25,254
(17,259)
(4,082)
403
(5)
4,236
1,703
1,973
(6,422)
(2,711)
97,280
(23,573)
73,707
(16,867)
813
4,372
(812,704)
(995)
730,078
16,955
311
(871)
(78,908)
^
(91,627)
82,619
(892)
(25,000)
(8,776)
(43,676)
(48,877)
(932)
83,431
` 33,622
(52)
8,753
3,323
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1,493
23,937
(20,141)
-
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(3,713)
(468)
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201
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66,867
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4
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121,429
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(34,897)
(66,080)
313
149,198
` 83,431
Total taxes paid amounted to ` 24,444 and ` 25,399 for the year ended March 31, 2017 and 2016, respectively.
^ value less than ` 1
The accompanying notes form an integral part of these standalone financial statements
As per our report of even date attached
For and on behalf of the Board of Directors
for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W- 100022
Jamil Khatri
Partner
Membership No. 102527
Bengaluru
June 02, 2017
140
Azim H Premji
Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 02, 2017
N Vaghul
Director
Abidali Neemuchwala
Chief Excecutive Officer
& Excecutive Director
M Sanaulla Khan
Company Secretary
Annual Report 2016-17
Notes to the financial statements
Standalone Financial Statements under Ind AS
(` in millions, except share and per share data, unless otherwise stated)
1.
The Company overview
(ii) Basis of measurement
Wipro Limited (“Wipro” or “Company”), 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. These financial statements were
authorized for issue by the Board of Directors on June
02, 2017.
2. Basis of preparation of financial statements
(i) Statement of compliance and basis of preparation
These financial statements are prepared in
accordance with Indian Accounting Standards (Ind
AS), the provisions of the Companies Act, 2013
(“the Companies Act”), as applicable and guidelines
issued by the Securities and Exchange Board of India
(“SEBI”). The Ind AS are prescribed under Section 133
of the Act read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Amendment Rules,
2016.
Up to the year ended March 31, 2016, the Company
prepared its financial statements in accordance
with the requirements of the Indian GAAP (“Previous
GAAP”), which included Standards notified under the
Companies (Accounting Standards) Rules, 2006. The
date of transition to Ind AS is April 1, 2015.
Accounting policies have been applied consistently to
all periods presented in these financial statements.
The financial statements correspond to the
classification provisions contained in Ind AS 1,
“Presentation of Financial Statements”. For clarity,
various items are aggregated in the statements of
profit and loss and balance sheet. These items are
disaggregated separately in the notes to the financial
statements, where applicable.
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.
These 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
Ind AS:-
a) Derivative financial instruments;
b) Financial instruments classified as fair value
through other comprehensive income or fair
value through profit or loss; and
c)
The defined benefit asset/(liability) is recognised
as the present value of defined benefit obligation
less fair value of plan assets.
(iii) Use of estimates and judgment
The preparation of the financial statements in
conformity with Ind AS 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
financial statements are included in the following
notes:
a) Revenue recognition: The Company uses the
percentage of completion method using the
input (cost expended) method to measure
progress towards completion in respect of
fixed price contracts. Percentage of completion
method accounting relies on estimates of
total expected contract revenue and costs.
This method is followed when reasonably
dependable estimates of the revenues and costs
applicable to various elements of the contract
can be made. Key factors that are reviewed in
estimating the future costs to complete include
estimates of future labor costs and productivity
efficiencies. Because the financial reporting of
these contracts depends on estimates that are
assessed continually during the term of these
contracts, recognized revenue and profit are
Wipro Limited
141
Standalone Financial Statements under Ind AS
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.
Impairment testing: Investments in subsidiaries,
goodwill and intangible assets are tested for
impairment at least annually and when events
occur or changes in circumstances indicate
that the recoverable amount of the asset or
cash generating units to which these pertain
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
dispose. The calculation of value in use of a
cash generating unit 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 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.
b)
c)
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
(including useful life estimates), liabilities
acquired and contingent consideration
assumed involves management judgment.
These measurements are based on information
available at the acquisition date and are based
on expectations and assumptions that have
been deemed reasonable by management.
Changes in these judgments, estimates, and
assumptions can materially affect the results
of operations.
f) Defined benefit plans and compensated
absences: The cost of the defined benefit plans,
compensated absences 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 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) Expected credit losses on financial assets: The
impairment provisions of financial assets are
based on assumptions about risk of default
and expected timing of collection. The Company
uses judgment in making these assumptions
and selecting the inputs to the impairment
calculation, based on the Company’s past
history, customer’s creditworthiness, existing
market conditions as well as forward looking
estimates at the end of each reporting period.
h) Measurement of fair value of non-marketable
equity investments: These instruments 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
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Annual Report 2016-17
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.
i)
Other estimates: The share based compensation
expense is determined based on the Company’s
estimate of equity instruments that will
eventually vest. Fair valuation of derivative
hedging instruments designated as cash flow
hedges involves significant estimates relating
to the occurrence of forecast transaction
3. Significant accounting policies
(i) Functional and presentation currency
These financial statements are presented in Indian
rupees, the national currency of India, which is the
functional currency of the Company.
(ii) Foreign currency transactions and translation
Transactions in foreign currency are translated
into the functional currency 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 profit and loss 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. 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
FVTOCI are included in other comprehensive income,
net of taxes.
(iii) 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;
Standalone Financial Statements under Ind AS
•
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
balance sheet, bank overdrafts are presented
under borrowings within current liabilities.
B.
Investments
Financial instruments measured at amortised
cost:
Debt instruments that meet the following criteria
are measured at amortized cost (except for
debt instruments that are designated at fair
value through Profit or Loss (FVTPL) on initial
recognition):
•
•
the asset is held within a business model
whose objective is to hold assets in order
to collect contractual cash flows; and
the contractual terms of the instrument give
rise on specified dates to cash flows that
are solely payment of principal and interest
on the principal amount outstanding.
Financial instruments measured at fair value
through other comprehensive income (FVOCI):
Debt instruments that meet the following
criteria are measured at fair value through
other comprehensive income (FVTOCI) (except
Wipro Limited
143
Standalone Financial Statements under Ind AS
for debt instruments that are designated at fair
value through Profit or Loss (FVTPL) on initial
recognition)
•
•
the asset is held within a business model
whose objective is achieved both by
collecting contractual cash flows and
selling financial asset; and
the contractual terms of the instrument give
rise on specified dates to cash flows that
are solely payment of principal and interest
on the principal amount outstanding.
Interest income is recognized in statement of
profit and loss for FVTOCI debt instruments.
Other changes in fair value of FVTOCI financial
assets are recognized in other comprehensive
income. When the investment is disposed of, the
cumulative gain or loss previously accumulated
in reserves is transferred to statement of profit
and loss.
Financial instruments measured at fair value
through profit or loss (FVTPL):
Instruments that do not meet the amortised
cost or FVTOCI criteria are measured at FVTPL.
Financial assets at FVTPL are measured at fair
value at the end of each reporting period, with
any gains or losses arising on re-measurement
recognized in statement of profit and loss.
The gain or loss on disposal is recognized in
statement of profit and loss.
Interest income is recognized in statement of
profit and loss for FVTPL debt instruments.
Dividend on financial assets at FVTPL is
recognized when the Company’s right to receive
dividend is established.
Investments in equity instruments designated to
be classified as FVTOCI:
The Company carries certain equity instruments
which are not held for trading. The Company
has elected the FVTOCI irrevocable option for
these instruments. Movements in fair value
of these investments are recognized in other
comprehensive income and the gain or loss is not
reclassified to statement of profit and loss on
disposal of these investments. Dividends from
these investments are recognized in statement
of profit and loss when the Company’s right to
receive dividends is established.
Investments in subsidiaries:
Investment in subsidiaries are measured at cost
less impairment.
C. Other financial assets:
Other financial assets 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. These are initially
recognized at fair value and subsequently
measured at amortized cost using the effective
interest method, less any impairment losses.
These 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.
b) Derivative financial instruments
The Company is exposed to foreign currency
fluctuations on foreign currency assets, liabilities,
net investment in foreign operations and forecasted
cash flows denominated in foreign currency.
The Company limits the effect of foreign exchange
rate fluctuations by following established risk
management policies including the use of derivatives.
The Company enters into derivative financial
instruments where the counterparty is primarily a
bank.
Derivatives are recognized and measured at fair
value. Attributable transaction costs are recognized
in statement of profit and loss as cost.
Subsequent to initial recognition, derivative financial
instruments are measured as described below:
A. Cash flow hedges
Changes in the fair value of the derivative
hedging instrument designated as a cash flow
hedge are recognized in other comprehensive
income and held in cash flow hedging reserve,
net of taxes, a component of equity, to the
extent that the hedge is effective. To the extent
that the hedge is ineffective, changes in fair
value are recognized in the statement of profit
and loss 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.
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Annual Report 2016-17
If the hedging instrument expires or is sold,
terminated or exercised, the cumulative gain
or loss on the hedging instrument recognized
in cash flow hedging reserve till the period
the hedge was effective remains in cash flow
hedging reserve until the forecasted transaction
occurs. The cumulative gain or loss previously
recognized in the cash flow hedging reserve is
transferred to the statement of profit and loss
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 profit and loss.
B. Others
Changes in fair value of foreign currency
derivative instruments not designated as cash
flow hedges are recognized in the statement
of profit and loss 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.
c) Derecognition of financial instruments
The Company derecognizes a financial asset when the
contractual rights to the cash flows from the financial
asset expires or it transfers the financial asset and
the transfer qualifies for derecognition under IFRS
9. If the Company retains substantially all the risks
and rewards of a transferred financial asset, the
Company continues to recognise the financial asset
and also recognizes a borrowing for the proceeds
received. A financial liability (or a part of a financial
liability) is derecognized from the Company’s balance
sheet when the obligation specified in the contract
is discharged or cancelled or expires.
(v) Equity
a) Share capital and share premium
The authorized share capital of the Company as of
March 31, 2017, March 31, 2016 and April 1, 2015
is 6,100 million divided into 2,917,500,000 equity
shares of ` 2 each, 25,000,000 10.25% redeemable
cumulative 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.
Standalone Financial Statements under Ind AS
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) Capital Reserve
Capital reserve amounting to ` 1,139 (March 31, 2016
and April 1, 2015: ` 1,139, respectively) is not freely
available for distribution.
c) Capital Redemption Reserve
Capital redemption reserve amounting ` 94 (March
31, 2016 and April 1, 2015: ` 14, respectively) is not
freely available for distribution.
c) Retained earnings
Retained earnings comprises of the Company’s
undistributed earnings after taxes.
e) 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.
f)
Special Economic Zone Re-Investment reserve
The Special Economic Zone Re-Investment Reserve
has been created out of profit of eligible SEZ units as
per provisions of section 10AA (1)(ii) of the Income–
tax Act, 1961 for acquiring new plant and machinery.
The reserve has also been utilized for other business
purposes of SEZ units as per provisions of section
10AA of the Income-tax Act, 1961 till the time the
said reserve is utilized completely for the purposes
of purchasing new plant and machinery.
g) Other comprehensive income
Changes in the fair value of financial instruments
measured at fair value through other comprehensive
income and actuarial gains and losses on defined
benefit plans are recognized in other comprehensive
income (net of taxes), and presented within equity as
other comprehensive income.
h) 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.
i)
Foreign currency translation reserve (FCTR)
The exchange differences arising from the translation
of financial statements of foreign operations with
Wipro Limited
145
Standalone Financial Statements under Ind AS
functional currency other than Indian rupees is
recognized in other comprehensive income, net of
taxes and is presented within equity in the FCTR.
(vii) Business combination, Goodwill and Intangible
assets
a) Business combination
j)
Dividend
A final dividend, including tax thereon, on equity
shares 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.
The cost of property, plant and equipment not
available for use as at each reporting date is
disclosed under capital work- in-progress.
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 statement of profit
and loss.
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 in
equity as capital reserve.
c)
Intangible assets
Intangible assets acquired separately are measured
at cost of acquisition. Intangible assets acquired
in a business combination are measured at fair
value as at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less
accumulated amortization and impairment losses, if
any.
The amortization of an intangible asset with a finite
useful life reflects the manner in which the economic
benefit is expected to be generated.
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
Useful life
5 to 10 years
3 to 10 years
(viii) Leases
The determination of whether an arrangement is, or
contains, a lease is based on the substance of the
146
Annual Report 2016-17
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 profit and
loss 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.
(ix) Inventories
Inventories are valued at lower of cost and net
realizable value, including necessary provision for
obsolescence. Cost is determined using the weighted
average method.
(x)
Impairment
A) Financial assets
The Company applies the expected credit loss
model for recognizing impairment loss on
financial assets measured at amortised cost,
debt instruments at FVTOCI, lease receivables,
trade receivables and other financial assets.
Expected credit loss is the difference between
the contractual cash flows and the cash flows
that the entity expects to receive discounted
using effective interest rate.
Standalone Financial Statements under Ind AS
Loss allowances for trade receivables and lease
receivables are measured at an amount equal
to lifetime expected credit losses. Lifetime
expected credit losses are the expected credit
losses that result from all possible default
events over the expected life of a financial
instrument Lifetime expected credit loss
is computed based on a provision matrix
which takes in to the account historical credit
loss experience adjusted for forward looking
information. For other financial assets, expected
credit loss is measured at the amount equal to
twelve months expected credit loss unless there
has been a significant increase in credit risk
from initial recognition, in which case those are
measured at lifetime expected credit loss. Refer
note 2 (iii) (g) for further information.
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 of disposal (FVLCD) and its
value-in-use (VIU). The VIU of long-lived assets
is calculated using projected future cash flows.
FVLCD of a cash generating unit is computed
using turnover and earnings multiples. 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 profit and loss. 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
Wipro Limited
147
Standalone Financial Statements under Ind AS
the level of cash-generating unit or groups of
cash-generating units which represent the
lowest level at which goodwill is monitored for
internal management purposes. An impairment
in respect of goodwill is not reversed.
(xi) Employee benefits
B. Superannuation
Superannuation plan, a defined contribution
scheme is administered by third party fund
managers. The Company makes annual
contributions based on a specified percentage
of each eligible employee’s salary.
a) Post-employment and pension plans
C. Gratuity
The Company 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.
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.
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 third party
funds. 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 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
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Annual Report 2016-17
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 profit
and loss with a corresponding increase to the share
based payment reserve, a component of equity.
The equity instruments generally vest in a graded
manner over the vesting period. The fair value
determined at the grant date is expensed over
the vesting period of the respective tranches of
such grants (accelerated amortization). The stock
compensation expense is determined based on the
Company’s estimate of equity instruments that will
eventually vest.
(xiii) Provisions
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
Standalone Financial Statements under Ind AS
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 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’ 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.
Wipro Limited
149
Standalone Financial Statements under Ind AS
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.
(xv) Finance cost
Finance cost comprise interest cost on borrowings,
gain or losses arising on re-measurement of financial
assets at FVTPL, 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
profit and loss using the effective interest method.
(xvi) Other income
Other income comprises interest income on deposits,
dividend income and gains / (losses) on disposal of
financial assets that are measured at FVTPL, and debt
instruments classified as FVTOCI. Interest income
is recognized using the effective interest method.
Dividend income is recognized when the right to
receive payment is established.
c) Multiple element arrangements
(xvii) Income tax
Revenue from contracts with multiple-element
arrangements are recognized using the guidance
in Ind AS 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.
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
as reduction in revenue
Contract expenses are recognised as expenses
by reference to the stage of completion of
contract activity at the end of the reporting
period.
Income tax comprises current and deferred tax.
Income tax expense is recognized in the statement
of profit and loss 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 assets are recognized to the
extent it is probable that taxable profit will be
150
Annual Report 2016-17
available against which the deductible temporary
differences and the carry forward of unused tax
credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for
all taxable temporary differences except in respect
of taxable temporary differences associated
with investments in subsidiaries, associates and
foreign branches where the timing of the reversal
of the temporary difference can be controlled and
it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred income tax assets is
reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of
the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are
measured at the tax rates that are expected to apply
in the period when the asset is realized or the liability
is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at the
reporting date.
The Company offsets deferred income tax assets
and liabilities, where it has a legally enforceable
right to offset current tax assets against current
tax liabilities, and they relate to taxes levied by the
same taxation authority on either the same taxable
entity, or on different taxable entities where there is
an intention to settle the current tax liabilities and
assets on a net basis or their tax assets and liabilities
will be realized simultaneously.
(xviii) Earnings per share
Basic earnings per share is computed using
the weighted average number of equity shares
Standalone Financial Statements under Ind AS
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.
New accounting standards not yet adopted:
Certain amendments to accounting standards are
not yet effective for annual periods beginning after
1 April 2015, and have not been applied in preparing
these financial statements. The amendments to
standards that could have potential impact on the
financial statements of the Company are:
Amendment to Ind AS 7:
In March 2017, the Ministry of Corporate Affairs
issued the Companies (Indian Accounting Standards)
(Amendments) Rules, 2017, notifying amendments
to Ind AS 7, ‘Statement of cash flows’. These
amendments are in accordance with the amendments
made by International Accounting Standards Board
(IASB) to IAS 7, ‘Statement of cash flows’ in January
2016, requiring the entities to provide disclosures
that enable users of financial statements to evaluate
changes in liabilities arising from financing activities,
including both changes arising from cash flows
and non-cash changes, suggesting inclusion of a
reconciliation between the opening and closing
balances in the balance sheet for liabilities arising
from financing activities, to meet the disclosure
requirement. The amendments are applicable to the
Company for annual periods commencing on or after
from April 1, 2017. The Company is assessing the
disclosure requirements of the amendment and the
effect on its financial statements.
Wipro Limited
151
Standalone Financial Statements under Ind AS
4. Notes on Transition to Ind AS
These financial statements are prepared in accordance with Ind AS. For years up to and including the year ended
March 31, 2016, the Company prepared its financial statements in accordance with Indian GAAP (i.e. Previous
GAAP).
Exemptions from retrospective application:
In preparation of the Ind AS financial statements, the Company has:
1. Elected to apply Ind AS 103, Business Combinations, retrospectively to past business combinations from
April 1, 2008.
2. Elected to adopt the Previous GAAP carrying value of Property, Plant and Equipment as deemed cost on date
of transition.
Accordingly, the Company has prepared financial statements which comply with Ind AS for periods ending on March
31, 2017, together with the comparative period data as at and for the year ended March 31, 2016. In preparing
these financial statements, the Company’s opening balance sheet was prepared as at April 1, 2015, the Company’s
date of transition to Ind AS.
Reconciliations between Previous GAAP and Ind AS
i.
Effect of Ind AS adoption on equity as at March 31, 2016 and April 1, 2015:
Equity as reported under Previous GAAP (1)
Effect of transition to Ind AS
Dividend and tax on dividend
Provisions for expected credit loss
Fair valuation of investments
Amortization of intangible assets
Incremental deferred tax recognized, net
Others
Equity under Ind AS (1)
As at
March 31, 2016
As at
April 1, 2015
Notes
` 409,052
` 346,216
2,974
(1,347)
2,135
(369)
(337)
149
` 412,257
A
B
C
D
H
20,739
(1,186)
1,338
(303)
(475)
56
` 366,385
(1) Includes share capital of ` 4,941 and ` 4,937 as at March 31, 2016 and April 1, 2015, respectively.
ii. Effect of Ind AS adoption on total comprehensive income for the year ended March 31, 2016
Net profit under Previous GAAP
Effect of transition to Ind AS
Expected credit loss recognized
Change in fair valuation of investments
Depreciation, amortization and impairment charge
Employee benefits
Share based compensation expenses
Tax impact (net)
Others
Profit for the year under Ind AS
Year ended
March 31, 2016
Notes
` 80,990
(161)
359
(65)
1,011
108
(107)
(130)
` 82,005
B
C
D
E
F
H
152
Annual Report 2016-17
Standalone Financial Statements under Ind AS
Year ended
March 31, 2016
Notes
Ind AS adjustments in other comprehensive income, net of tax :
Items that will not be reclassified subsequently to the statement of profit or loss:
Defined benefit plan actuarial gains/(losses)
Net change in fair value of financial instruments through OCI
Income tax relating to items that will not be reclassified to profit or loss
Items that will be reclassified subsequently to the statement of profit or loss:
Net change in fair value of financial instruments through OCI
Net change in fair value of forward contracts designated as cash flow hedges
Income tax relating to items that will be reclassified to profit and loss
Total other comprehensive income for the year, net of taxes under Ind AS
Total comprehensive income for the year under Ind AS
E
C
H
C
G
H
(1,010)
25
214
393
(1,900)
226
` (2,052)
` 79,953
Notes to equity and net profit reconciliation:
A) Proposed dividend: Under the Previous GAAP, dividend payable including dividend distribution tax was recorded as
a liability in the period to which it relates. Under Ind AS, dividend to holders of equity instruments is recognized as
a liability in the period in which the obligation to pay is established (post approval of shareholders in the Annual
General Meeting).
B) Expected credit loss: Under Previous GAAP, loss provision for trade receivables was created based on credit risk
assessment. Under Ind AS, these provisions are based on assessment of risk of default and timing of collection.
C) Fair valuation of investments: Under the Previous GAAP, current investments were measured at lower of cost or
fair value and long term investments were measured at cost less diminution in value which is other than temporary.
Under Ind AS, investments are measured at fair value and the mark-to-market gains/ losses are recognized either
through profit or loss (FVTPL) or through other comprehensive income (FVTOCI) based on the business model
test. Effect of Ind AS adoption on total comprehensive income represents the mark-to-market gains/ losses on
investment.
D) Amortization of intangible assets: Under Previous GAAP, in case of Business Combinations, assets and liabilities
were carried at carrying value in the books of the acquired entity. Under Ind AS, all assets and including intangibles
are recorded at fair value. Such intangibles are amortized over their useful life.
E) Employee benefits: Under the Previous GAAP, actuarial gains and losses on defined benefit obligations were
recognized in the statement of profit and loss. Under Ind AS, these are recognized in other comprehensive income.
This difference has resulted in an increase in net income for the year ended March 31, 2016. However, the same
does not result in difference in equity or total comprehensive income.
F) Share based compensation expenses: Under the Previous GAAP, the share based compensation cost was amortized
over the vesting period on a straight line basis. Under Ind AS, the share based compensation cost is determined
based on the Company’s estimate of equity instruments that will eventually vest and amortized over the vesting
period on an accelerated basis. However, the same does not result in difference in equity.
G) Change in fair value of forward contracts designated as cash flow hedges: Under Ind AS, changes in the fair value
of derivative hedging instruments designated and effective as a cash flow hedge are recognized through other
comprehensive income.
H) Tax impact (net): Tax adjustments include deferred tax impact on account of differences between Previous GAAP
and Ind AS.
Wipro Limited
153
Standalone Financial Statements under Ind AS
5. Property, Plant and Equipment
Land
Buildings
Plant and
Equipment (2)
Furniture
and
Fixtures
Vehicles
Office
equipment
Total
Gross carrying value:
As at April 1, 2015
Additions
Disposal / adjustments
As at March 31, 2016
` 3,443 ` 20,351
1,476
(55)
` 3,490 ` 21,772
(3)
50
` 52,500
8,345
(1,552)
` 59,293
As at April 1, 2016
Additions
Disposal / adjustments
As at March 31, 2017
` 3,490 ` 21,772
353
(13)
` 3,490 ` 22,112
-
-
` 59,293
10,772
(5,336)
` 64,729
` 8,342
589
(425)
` 8,506
` 8,506
756
(335)
` 8,927
` 6,636
605
(391)
` 6,850
` 6,850
486
(225)
` 7,111
` 701
13
(224)
` 490
` 490
5
(164)
` 331
` 693
2
(220)
` 475
` 475
4
(160)
` 319
` 3,178 ` 88,515
10,830
(2,283)
` 3,511 ` 97,062
410
(77)
` 3,511 ` 97,062
12,448
(5,874)
` 4,047 ` 103,636
562
(26)
` 2,607 ` 53,710
8,614
(1,680)
` 2,810 ` 60,644
248
(45)
` 2,810 ` 60,644
10,082
(4,645)
` 3,105 ` 66,081
288
7
- ` 3,212
644
-
-
(42)
- ` 3,814
` 40,562
7,115
(982)
` 46,695
- ` 3,814
718
-
-
34
- ` 4,566
` 46,695
8,586
(4,301)
` 50,980
` 3,443 ` 17,139
` 3,490 ` 17,958
` 3,490 ` 17,546
` 11,938
` 12,598
` 13,749
` 1,706
` 1,656
` 1,816
`
8
` 15
` 12
`
`
`
571 ` 34,805
701 ` 36,418
942 ` 37,555
`
`
`
3,612
3,251
6,941
(1) Interest capitalized during the year ended March 31, 2017, aggregated to ` 89 (2016: ` 73). The capitalization
rate used to determine the amount of borrowing cost capitalized for the year ended March 31, 2017 and 2016 are
2.4% and 4.8%, respectively.
(2) Includes net carrying value of computer equipment and software amounting to ` 7,099 as at March 31, 2017
(March 31, 2016 – 6,687, April 1, 2015 – ` 5,858)
154
Annual Report 2016-17
Accumulated depreciation/
impairment:
As at April 1, 2015
Depreciation
Disposal / adjustments
As at March 31, 2016
As at April 1, 2016
Depreciation
Disposal / adjustments
As at March 31, 2017
Net carrying value
As at April 1, 2015
As at March 31, 2016
As at March 31, 2017
Capital work-in-progress
As at April 1, 2015
As at March 31, 2016
As at March 31, 2017
6. Goodwill and Other intangible assets
Standalone Financial Statements under Ind AS
The carrying value of goodwill is ` 3,882 as at March 31, 2017, March 31, 2016 and April 1, 2015.
The Company is organized by two operating segments: IT Services and IT Products. Goodwill as at March 31, 2017,
March 31, 2016 and April 1, 2015 has been allocated to the IT Services operating segment.
During the year ended March 31, 2017, the company realigned its CGUs. This realignment did not have any impact
on allocation of goodwill to the CGUs. Below is the allocation of the goodwill to the CGUs:
As at
CGUs
Energy, Natural Resources and Utilities (ENU)
Banking Financial Services and Insurance (BFSI)
Total
March 31, 2017
` 3,782
March 31, 2016
` 3,782
April 1, 2015
` 3,782
100
` 3,882
100
` 3,882
100
` 3,882
For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the
Company at which goodwill is monitored for internal management purposes, and which is not higher than the
Company’s operating segment. Goodwill is tested for impairment at least annually in accordance with the Company’s
procedure for determining the recoverable value of such assets.
The recoverable amount of the CGU is determined on the basis of Fair Value Less Cost of Disposal (FVLCD). The
FVLCD 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 categorized as a level 2 fair value
based on the inputs in the valuation techniques used.
Based on the above, no impairment was identified as of March 31, 2017 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, 2017 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.
Movement in intangible assets is given below –
Gross carrying value:
As at April 1, 2015
Additions
Disposal/ adjustment
As at March 31, 2016
As at April 1, 2016
Additions
Disposal/ adjustment
As at March 31, 2017
Accumulated amortization and impairment:
As at April 1, 2015
Amortization
Disposal/ adjustment
As at March 31, 2016
Wipro Limited
Customer
related
Marketing
related (1)
` 738
-
-
` 738
` 738
2,175
-
` 2,913
` 302
65
-
` 367
` 89
-
(11)
` 78
` 78
-
-
` 78
` 26
49
(1)
` 74
Total
` 827
-
(11)
` 816
` 816
2,175
-
` 2,991
` 328
114
(1)
` 441
155
Standalone Financial Statements under Ind AS
As at April 1, 2016
Amortization
Disposal/ adjustment
As at March 31, 2017
Net carrying value
As at April 1, 2015
As at March 31, 2016
As at March 31, 2017
Customer
related
` 367
Marketing
related (1)
` 74
387
-
` 754
` 436
` 371
` 2,159
13
(35)
` 52
` 53
` 4
` 26
Total
` 441
400
(35)
` 806
` 499
` 375
` 2,185
(1) Marketing related intangible assets include Technical Know-how, Patents and trademarks.
Addition during the year ended March 31, 2017 represents customer relationship assigned to the Company under
a contract with a Group company. The estimated remaining useful life of this is 6 years as of March 31, 2017.
7.
Investments
Investments consist of the following:
Financial instruments at FVTPL
Liquid and short-term mutual funds (1)
Others – Debentures
Financial instruments at FVTOCI
Equity instruments
Commercial paper, Certificate of deposits and bonds
Financial instruments at amortized cost
Inter corporate and term deposits (2) (3)
Investment in Subsidiaries
Non-current
Current
Aggregate amount of quoted investments and market value
thereof
Non-current
Current
Aggregate amount of unquoted investments
Non-current
Current
Aggregate amount of impairment in value of investments in
subsidiaries
As at
Note
March 31,
2017
March 31,
2016
April 1,
2015
7.1
7.2
7.3
` 104,675
569
` 10,578
816
` 10,202
822
3,533
145,614
3,716
121,676
3,574
43,072
42,383
` 296,774
54,687
` 351,461
59,994
291,467
71,125
` 207,911
54,095
` 262,006
57,811
204,195
39,731
` 97,401
52,686
` 150,087
56,260
93,827
-
104,675
-
11,672
59,994
186,792
57,811
192,523
-
12,248
56,260
81,579
2,196
1,793
26
(1) Investments in liquid and short-term mutual funds include investments amounting to ` 117 (March 31, 2016:
` 109, April 1, 2015: ` Nil) pledged as margin money deposits for entering into currency future contracts.
(2) These deposits earn a fixed rate of interest.
(3) Term deposits include deposits in lien with banks amounting to ` 308 (March 31, 2016: ` 300, April 1, 2015:
` 300).
156
Annual Report 2016-17
Details of Investments
7.1 Details of investments in equity instruments – other than subsidiaries (fully paid up) – classified as FVTOCI
Standalone Financial Statements under Ind AS
Particulars
Opera Solutions LLC
Mycity Technology Limited
Wep Peripherals Limited
Wep Solutions Limited
Drivestream India Private Limited
Altizon Systems Private Limited
Total
March 31,
2017
Number of units as at
March 31,
2016
April 1,
2015
2,390,433 2,390,433 2,390,433
44,935
44,935
306,000
306,000
1,836,000 1,836,000 1,836,000
-
267,600
-
16,018
44,935
306,000
267,600
16,018
March 31,
2017
` 3,232
45
42
97
19
98
` 3,533
Balance as at
March 31,
2016
` 3,472
45
42
40
19
98
` 3,716
7.2 Details of investments in commercial paper, certificate of deposits and bonds – classified as FVTOCI
Particulars of issuer
National Highways Authority of India
L&T Infrastructure Finance Company Limited
Kotak Mahindra Prime Limited
IDFC Limited
HDB Financial Services Limited
LIC Housing Finance Limited
Housing Development Finance Corporation Limited
Tata Capital Financial Services Limited
Aditya Birla Finance Limited
L&T Housing Finance Limited
Sundaram Finance Limited
Mahindra & Mahindra Financial Services Limited
Shriram Transport Finance Limited
Kotak Mahindra Investments Limited
Indian Railway Finance Corporation Limited
Bajaj Finance Limited
Tata Capital Housing Finance Limited
Gruh Finance Limited
Power Finance Corporation Limited
Canfin Homes Limited
L&T Floating Rate Bond
NABARD
NTPC Limited
Rural Electrification Corporation Limited
Indian Government Bond
IL&FS Financial Services Limited
Allahabad Bank
Andhra Bank
Axis Bank Limited
Syndicate Bank
IDBI Bank Limited
Tube Investments of India Limited
Bharat Aluminium Company Limited
Export Import Bank of India
Wipro Limited
March 31,
2017
` 18,361
12,089
11,955
11,570
11,479
9,812
9,061
7,293
7,085
7,065
6,832
6,724
6,545
6,358
3,776
2,937
2,119
1,024
958
753
530
440
425
423
-
-
-
-
-
-
-
-
-
-
Balance as at
March 31,
2016
` 16,881
13,317
9,988
1,587
2,940
13,683
10,600
6,693
6,313
1,293
6,335
6,839
-
2,495
3,557
6,387
-
-
1,070
-
-
416
404
404
3,535
1,785
999
999
999
999
998
160
-
-
April 1,
2015
` 3,434
45
70
25
-
-
` 3,574
April 1,
2015
` -
5,012
4,068
-
-
5,266
1,072
-
2,177
204
4,030
2,850
-
993
-
4,862
4,574
-
374
-
-
-
-
-
3,384
3,236
-
-
-
-
-
161
267
268
157
Standalone Financial Statements under Ind AS
Particulars of issuer
Mahindra Vehicle Manufacturers Limited
Total
March 31,
2017
-
` 145,614
Balance as at
March 31,
2016
-
` 121,676
April 1,
2015
274
` 43,072
7.3 Details of investment in unquoted equity and preference instruments of subsidiaries (fully paid up)
Cur-
rency
Face
Value
Number of Units as at
March 31,
2016
March 31,
2017
April 1,
2015
Balances as at
March 31,
2016
March 31,
2017
April 1,
2015
Wipro Japan KK
JPY Note 1
Name of the
subsidiary
Equity Instrument
Wipro Trademarks
Holding Limited
Wipro Travel Services
Limited
Wipro Holdings
(Mauritius) Limited
Wipro LLC
Wipro Shanghai
Limited (Note 2)
Wipro Cyprus Private
Limited
Wipro Networks Pte
Limited
Wipro Chengdu
Limited (Note 2)
Wipro Airport IT
Services Limited
Wipro Overseas IT
Services Pvt. Ltd.
Appirio India Cloud
Solutions Private
Limited
Sub-total
Preference Shares
Wipro Cyprus Private
Limited (Redeemable)
Wipro Mauritius
(Redeemable)
Wipro Trademarks
Holding Limited
(9% cumulative
redeemable)
Sub-total
Total
`
`
10
10
USD
USD
1
2,500
93,250
93,250
93,250
` 22
` 22
` 22
66,171
66,171
66,171
1
1
1
105,468,318 105,468,318 105,468,318
180,378
650
16
180,378
650
16
180,378
650
16
4,747
23,135
10
1002
4,747
23,135
10
1002
4,747
23,135
10
1002
9
9
9
EUR
SGD
`
`
`
EUR
USD
1
1
10
10
10
1
1
163,611
163,611
163,611
18,903
18,903
18,903
28,126,108
28,126,108
28,126,108
1,339
1,339
1,339
3,700,000
3,700,000
3,700,000
50,000
50,000
800,000
-
-
-
24
37
^
24
37
^
24
37
-
995
` 50,224
-
` 49,229
-
` 49,229
45,000
45,000
35,000
` 5,055
` 5,055
` 3,483
25,000,000
25,000,000
-
1,604
1,604
-
`
10
1,800
1,800
1,800
^
` 6,659
` 56,883
^
` 6,659
` 55,888
^
` 3,483
` 52,712
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 less than ` 1
158
Annual Report 2016-17
8.
Trade receivables
Unsecured
Considered good
Doubtful
Less: Allowance for expected credit loss
Included in the financial statement as follows:
Non-current
Current
Standalone Financial Statements under Ind AS
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 85,297
7,722
93,019
(7,722)
` 85,297
3,998
81,299
` 85,342
7,568
92,910
(7,568)
` 85,342
1,362
83,980
` 80,240
5,694
85,934
(5,694)
` 80,240
2,443
77,797
The activities in the allowance for doubtful receivables is given below:
Balance at the beginning of the year
Addition during the year, net
Uncollectable receivables charged against allowance
Balance at the end of the year
9. Cash and cash equivalents
As at
March 31, 2017 March 31, 2016
` 5,694
1,938
(64)
` 7,568
` 7,568
1,825
(1,671)
` 7,722
Cash and cash equivalents as of March 31, 2017, March 31, 2016 and April 1, 2015 consists of the following:
Balances with Banks
- Current accounts
- Unclaimed dividend
- Demand deposits (1) (2)
Cheques, drafts on hand
Cash on hand
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 15,969
50
18,555
592
-
` 35,166
` 52,717
53
30,716
602
-
` 84,088
` 41,903
25
106,429
1,067
1
` 149,425
(1) These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on
the principal.
(2) Demand deposits with banks include deposits in lien with banks amounting to ` Nil (March 31, 2016: ` 3;
April 1, 2015: Nil)
Cash and cash equivalents consists of the following for the purpose of the cash flow statement:
Cash and cash equivalents
Bank overdrafts
Specified Bank Notes –
As at
March 31, 2017 March 31, 2016
` 84,088
` 35,166
(1,544)
` 33,622
(657)
` 83,431
As per the Notification G.S.R 308(E) dated March 31, 2017 issued by the Ministry of Corporate Affairs, the Company
needs to provide the details of Specified Bank Notes (SBN) held and transacted during the period from November
08, 2016 to December 30, 2016. The term ‘Specified Bank Notes’ shall have the same meaning as provided in the
notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.
3407(E), dated the 8th November, 2016. The Company did not have any cash in hand as on November 8, 2016 and
December 30, 2016.
Wipro Limited
159
Standalone Financial Statements under Ind AS
10. Other financial assets
Non-current
Advance to related parties
Security deposits
Other deposits
Finance lease receivables
(secured by underlying assets given on lease)
Current
Considered good
Due from officers and employees
Finance lease receivables
(secured by underlying assets given on lease)
Interest receivable
Security deposits
Other deposits
Others
Considered doubtful
Less: Allowance for doubtful advances
Finance lease receivables
Leasing arrangements
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 43
1,497
49
1,956
-
1,530
273
2,264
-
1,383
206
2,632
` 3,545
` 4,067
` 4,221
` 757
1,560
2,147
173
-
1,514
469
6,620
(469)
` 6,151
` 1,673
1,824
2,486
251
-
1,424
714
8,372
(714)
` 7,658
` 876
3,190
3,758
1,620
253
2,033
865
12,595
(865)
` 11,730
Finance lease receivables consist of assets that are leased to customers for contract terms ranging from 1 to 7
years, with lease payments due in monthly or quarterly installments.
Amounts receivable under finance leases:
The components of finance lease receivables are as follows:
Minimum lease payments as of
March 31,
2017
` 1,737
March 31,
2016
` 1,977
April 1,
2015
` 3,397
Present value of minimum lease
payments as of
March 31,
2016
` 1,824
March 31,
2017
` 1,560
April 1,
2015
` 3,149
1,979
-
62
3,778
(262)
2,384
-
62
4,423
(335)
2,835
73
62
6,367
(545)
1,898
-
58
3,516
-
2,206
-
58
4,088
-
2,558
57
58
5,822
-
` 3,516
` 4,088
` 5,822
` 3,516
` 4,088
` 5,822
1,956
1,560
2,264
1,824
2,632
3,190
Not later than one year
Later than one year but not
later than five years
Later than five years
Unguaranteed res idu al
values
Gross investment in lease
Less: Unearned finance
income
Present value of minimum
lease payment receivable
Included in the financial
statements as follows:
- Non-current finance lease
receivables
- Current finance lease
receivables
160
Annual Report 2016-17
11.
Inventories
Raw materials
Work-in-progress
Finished goods [including goods in transit - ` 2 (March 31,
2016 : ` 2, April 1, 2015 : ` 8)]
Stock-in-trade
Stores and spares
12. Other assets
Non-current
Capital advances
Prepaid expenses including rentals for lease hold land
Deferred contract costs
Current
Prepaid expenses
Due from officers and employees
Advance to suppliers
Deferred contract costs
Balance with excise, customs and other authorities
13. Share Capital
Authorised Capital
2,917,500,000 (2016: 2,917,500,000, 2015: 2,917,500,000)
equity shares [Par value of ` 2 per share]
25,000,000 (2016: 25,000,000, 2015: 25,000,000) 10.25%
redeemable cumulative preference shares [Par value of
` 10 per share]
150,000 (2016: 150,000, 2015: 150,000) 10% Optionally
convertible cumulative preference shares [Par value of
` 100 per share]
Issued, subscribed and fully paid-up capital
2,430,900,565 (2016: 2,470,713,290, 2015: 2,469,043,038)
equity shares of ` 2 each [refer note (i) below]
Terms / Rights attached to equity shares
Standalone Financial Statements under Ind AS
As at
March 31, 2017 March 31, 2016
-
-
-
-
April 1, 2015
2
2
5
2,746
808
` 3,559
8
4,383
871
` 5,262
As at
8
3,850
932
` 4,794
March 31, 2017 March 31, 2016
April 1, 2015
` 1,573
6,984
3,175
` 11,732
` 8,583
1,384
1,169
4,270
2,013
` 17,419
` 2,388
5,062
3,807
` 11,257
` 9,683
1,899
1,377
3,720
1,573
` 18,252
` 1,483
3,497
4,445
` 9,425
` 7,276
2,388
2,089
3,610
1,475
` 16,838
March 31, 2017 March 31, 2016
April 1. 2015
As at
` 5,835
` 5,835
` 5,835
250
15
250
15
250
15
` 6,100
` 6,100
` 6,100
` 4,861
` 4,941
` 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.
Wipro Limited
161
Standalone Financial Statements under Ind AS
Following is the summary of per share dividends recognised as distributions to equity shareholders:
Interim dividend
Final dividend
For the year ended March 31,
2017
` 2
-
2016
` 5
` 1
In the event of liquidation of the Company, the equity shareholders 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 and equity share capital:
As at March 31, 2017
No of shares ` million
As at March 31, 2016
No of shares ` million
As at April 1, 2015
No of shares ` million
Opening number of equity
shares / American Depository
Receipts (ADRs) outstanding 2,470,713,290
Equity shares/American
Depository Receipts (ADRs)
i s s u e d p u r s u a n c e t o
Employee Stock Option Plan
Buyback of Equity shares/
A m e r i c a n D e p o s i t o r y
Receipts (ADRs) (Refer Note
29)
Closing number of equity
shares / ADRs outstanding
2,430,900,565
(40,000,000)
187,275
4,941
2,469,043,038
4,937
2,466,317,273
4,932
^
1,670,252
(80)
-
4
-
2,725,765
-
5
-
4,861
2,470,713,290
4,941
2,469,043,038
4,937
^ Value is less than ` 1
(ii) Details of shareholders having more than 5% of the total equity shares of the Company:
Sl.
No.
1
2
3
4
Name of the Shareholder
Mr. Azim Hasham Premji Partner
representing Hasham Traders
Mr. Azim Hasham Premji Partner
representing Prazim Traders
Mr. Azim Hasham Premji Partner
representing Zash Traders
Azim Premji Trust
As at March 31, 2017 As at March 31, 2016
No of shares % held No of shares % held No of shares % held
15.02
370,956,000
As at April 1, 2015
370,956,000
370,956,000
15.01
15.26
452,906,791
18.63
452,906,791
18.33
452,906,791
18.34
451,619,790
18.58
451,619,790
18.28
451,619,790
18.29
399,065,641
16.42
429,714,120
17.39
429,714,120
17.40
(iii) Other details of Equity Shares for a period of five years immediately preceding March 31, 2017:
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)
Aggregate number of shares allotted as fully paid bonus
shares
Aggregate number of shares bought back (Refer Note 29)
(iv) Shares reserved for issue under option
March 31, 2017 March 31, 2016
April 1, 2015
As at
-
195,717
841,585
-
40,000,000
-
-
979,119,256
-
For details of shares reserved for issue under the employee stock option plan of the Company, refer note 31.
162
Annual Report 2016-17
14. Borrowings
A summary of loans and borrowings is as follows:
Non-current borrowings
Secured
Long term maturities of finance lease obligations
(1)
Unsecured
External commercial borrowings (ECB)
Term loans (2)
Total
Current borrowings
Unsecured
Cash credit
Borrowings from banks
Total
Standalone Financial Statements under Ind AS
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 1,161
` 1,201
` 1,143
9,728
574
` 11,463
9,938
326
` 11,465
9,375
114
` 10,632
` 1,544
48,642
` 50,186
` 657
54,838
` 55,495
` 227
49,477
` 49,704
(1) Current obligation under financial lease amounting to ` 1,108 (March 31, 2016 and April 1, 2015: ` 836 and ` 586
respectively) is classified under “Other current financial liabilities”. Refer note 32.
(2) Current maturities of term loans amounting to ` 342 (March 31, 2016 and April 1, 2015: ` 333 and ` 104 respectively)
is classified under “Other current financial liabilities”.
Short-term loans and borrowings
Unsecured cash credit
Unsecured borrowings
from banks
As at March 31,
2017
Interest rate
` 1,544 Monthly/ currency
Indian Rupee
Libor + Spread
` 48,642 Monthly Libor +
Spread
` 50,186
As at March
31, 2016
As at April
1, 2015
Interest rate Indian Rupee Indian Rupee
227
0.9% - 1.1%
657
`
`
0.93% - 1.58%
` 54,838
` 49,477
` 55,495
` 49,704
The principal source of Short-term borrowings from banks as of March 31, 2017 primarily consists of lines of credit
of approximately ` 204 (2016: ` 10,399, 2015: ` 2,700), U.S. Dollar (U.S. $) 1,386 Million (2016: U.S. $ 1,184 Million,
2015: U.S. $ 1,069 Million), United Kingdom Pound sterling (GBP) 20 million, Australian Dollar (AUD) 13 million,
Canadian Dollar (CAD) 4 million and EUR 1 million from bankers for working capital requirements and other short
term needs. As of March 31, 2017, the Company has unutilized lines of credit aggregating U.S.$ 632 Million (2016:
353, 2015: U.S. $ 279 Million), United Kingdom Pound sterling (GBP) 5 million, Australian Dollar (AUD) 13 million,
Canadian Dollar (CAD) 4 million and EUR 1 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 INR and U.S. $ equivalent to ` 44,136, ` 36,523 and
` 34,880 as of March 31, 2017, March 31, 2016 and April 1, 2015 respectively, towards operational requirements
that can be used for the issuance of letters of credit and bank guarantees. As of March 31, 2017, March 31, 2016
and April 1, 2015, an amount of ` 26,761, ` 15,449 and ` 16,796 respectively, was unutilized out of these non-fund
based facilities.
Wipro Limited
163
Standalone Financial Statements under Ind AS
Long-term loans and borrowings
A summary of long-term loans and borrowings is as follows:
As at March 31, 2017
As at March 31, 2016
As at April 1, 2015
Foreign
currency in
millions
Indian
Rupee
Interest
rate
Final
maturity
Foreign
currency in
millions
Indian
Rupee
Foreign
currency in
millions
Indian
Rupee
150
9,728
1.81% June 2018
150
9,938
150
9,375
NA
916
8.3% -
10.3%
2,269 1.82% -
17.19%
May 2021
NA
659
NA
218
March 2021
2,037
1,729
Unsecured ECB
U.S. Dollar
Unsecured Other
term loans
Indian Rupee
Secured
obligations under
finance lease
(Refer Note 32)
12,913
12,634
11,322
The contracts 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 loans and
borrowings also contain certain restrictive covenants primarily requiring the Company to maintain certain financial
ratios. As of March 31, 2017, March 31, 2016 and April 1, 2015 the Company has met all the covenants under these
arrangements.
The interest expense was ` 769 and ` 906 for the year ended March 31, 2017 and 2016, respectively.
15. Other financial liabilities
Non-current
Others – Deposits
Total
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 77
` 77
` 55
` 55
-
-
Current
Salary Payable
Current maturities of long-term debt
Current maturities of finance lease obligations (Refer note
32)
Interest accrued but not due on borrowings
Unpaid dividends
Balances due to related parties (Refer note 33)
Others
Total
` 15,904
342
1,108
93
50
91
40
` 17,628
` 16,510
333
836
126
53
196
120
` 18,174
` 16,968
104
586
404
25
340
121
` 18,548
164
Annual Report 2016-17
16. Provisions
Non-current
Provision for employee benefits
Others - Warranty Provision
Total
Current
Provision for employee benefits
Others
Provision for warranty
Provision – Other taxes
Total
Standalone Financial Statements under Ind AS
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 3,729
4
` 3,733
` 3,977
14
` 3,991
` 2,731
5
` 2,736
` 5,601
` 5,734
` 5,650
307
361
` 6,269
336
356
` 6,426
333
374
` 6,357
Provision for warranty represents cost associated with providing sales support services which are accrued at
the time of recognition of revenues and are expected to be utilized over a period of 1 to 2 years. Other provisions
primarily include provisions for indirect tax related contingencies and litigations. The timing of cash outflows in
respect of such provision cannot be reasonably determined. A summary of activity for provision for warranty and
other provisions is as follows:
Balance at the beginning of the year
Additional provision during the year
Provision used during the year
Balance at the end of the year
Current
Non-current
17. Other liabilities
Non-current
Others
Total
Current
Statutory liabilities
Advances from customers
Others
Total
Year ended March 31, 2017
Year ended March 31, 2016
Provision for
warranty
` 350
381
(420)
` 311
307
4
Others
taxes
` 356
11
(6)
` 361
361
-
Provision for
warranty
` 338
272
(260)
` 350
336
14
Total
` 706
392
(426)
` 672
668
4
Others
taxes
` 374
-
(18)
` 356
356
-
Total
` 712
272
(278)
` 706
692
14
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 349
` 349
` 291
` 291
` 210
` 210
`2,668
1,843
613
` 5,124
`3,443
1,880
153
` 5,476
`3,417
1,989
710
` 6,116
Wipro Limited
165
Standalone Financial Statements under Ind AS
18. Financial instruments
Offsetting financial assets and liabilities
The following table contains information on financial assets and liabilities subject to offsetting:
Financial assets
Trade receivables and unbilled revenues
Gross amounts of recognized financial assets
Gross amounts of recognized financial liabilities set off in
the balance sheet
Net amounts of financial assets presented in the balance
sheet
Financial liabilities
Trade payables
Gross amounts of recognized financial liabilities
Gross amounts of recognized financial assets set off in the
balance sheet
Net amounts of financial liabilities presented in the balance
sheet
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 122,480
` 125,925
` 116,711
(4,338)
(3,483)
(3,084)
` 118,142
` 122,442
` 113,627
` 42,524
` 47,106
` 43,275
(4,338)
(3,483)
(3,084)
` 38,186
` 43,623
` 40,191
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 and hence are not offset.
Fair value
The fair value of cash and cash equivalents, trade receivables, unbilled revenues, borrowings, trade payables, other
current financial assets and liabilities approximate their carrying amount largely due to the short-term nature of
these instruments. The Company’s long-term debt has been contracted at market rates of interest. Accordingly,
the carrying value of such long-term debt approximates fair value. Further, finance lease receivables that are
overdue are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation,
the Company records allowance for estimated losses on these receivables. As of March 31, 2017, March 31, 2016
and April 1, 2015, the carrying value of such receivables, net of allowances approximates the fair value.
Investments in liquid and short-term mutual funds, which are classified as FVTPL are measured using net asset
values at the reporting date multiplied by the quantity held. Fair value of investments in certificate of deposits,
commercial papers classified as FVTOCI is determined based on the indicative quotes of price and yields prevailing in
the market at the reporting date. Fair value of investments in equity instruments classified as FVTOCI is determined
using market and income approaches.
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
The different levels have been defined as follows:
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).
166
Annual Report 2016-17
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring
basis:
Standalone Financial Statements under Ind AS
As at March 31, 2017
Total
Fair value measurements at
reporting date using
Level 1
Level 2
Level 3
Particulars
Assets
Derivative instruments:
Cash flow hedges
Others
Investments:
Investment in liquid and short-term mutual funds
Other investments – Debentures
Investment in equity instruments – Other than
subsidiaries
Commercial paper, Certificate of deposits and
bonds
Liabilities
Derivative instruments:
Cash flow hedges
Others
Particulars
Assets
Derivative instruments:
Cash flow hedges
Others
Investments:
Investment in liquid and short-term mutual funds
Other investments – Debentures
Investment in equity instruments – Other than
subsidiaries
Commercial paper, Certificate of deposits and
bonds
Liabilities
Derivative instruments:
Cash flow hedges
Others
` 7,307
2,546
104,675
569
3,533
145,614
(55)
(2,655)
` -
-
` 7,307
2,120
104,675
-
-
-
569
-
-
-
-
145,614
(55)
(2,655)
` -
426
-
-
3,533
-
-
-
As at March 31, 2016
Total
Fair value measurements at
reporting date using
Level 1
Level 2
Level 3
` 3,072
2,737
10,578
816
3,716
121,676
(706)
(1,752)
` -
-
` 3,072
2,179
10,578
-
-
-
816
-
1,094
120,582
-
-
(706)
(1,752)
` -
558
-
-
3,716
-
-
-
Wipro Limited
167
Standalone Financial Statements under Ind AS
Particulars
Assets
Derivative instruments
As at April 1, 2015
Total
Fair value measurements at
reporting date using
Level 1
Level 2
Level 3
Cash flow hedges
Others
Investments:
Investment in liquid and short-term mutual funds
Other investments – Debentures
Investment in equity instruments – Other than
subsidiaries
Commercial paper, Certificate of deposits and
bonds
Liabilities
Derivative instruments
Cash flow hedges
Others
` 4,237
1,388
10,202
822
3,574
` -
-
` 4,237
864
10,202
-
-
822
` -
524
-
-
-
-
3,574
43,072
2,046
41,026
(80)
(744)
-
-
(80)
(744)
-
-
-
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, 2017, 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.
Investment in Commercial paper, certificate of deposits and bonds: Fair valuation is derived based on the indicative
quotes of price and yields prevailing in the market as on the reporting date.
Details of assets and liabilities considered under Level 3 classification:
Opening balance as on April 1, 2015
Additions/adjustments
Gain/loss recognized in statement of profit and loss
Gain/loss recognized in other comprehensive income
Closing balance as on March 31, 2016
Opening Balance as on April 1, 2016
Additions/(Deletions)
Gain/loss recognized in statement of profit and loss
Gain/loss recognized in other comprehensive income
Closing balance as on March 31, 2017
Investments in
equity instruments
` 3,574
117
-
25
` 3,716
` 3,716
-
-
(183)
` 3,533
Derivative Assets –
Others
` 524
-
34
-
` 558
` 558
-
(132)
-
426
168
Annual Report 2016-17
Description of significant unobservable inputs to valuation:
Standalone Financial Statements under Ind AS
Item
Valuation technique
Unquoted equity
investments
Discounted cash flow
model
Market multiple
approach
Derivative assets Option pricing model
Item
Valuation technique
Unquoted equity
investments
Discounted cash flow
model
Market multiple
approach
Derivative assets Option pricing model
As at March 31, 2017
Significant unobservable
inputs
Long term growth rate
Discount rate
Revenue multiple
Volatility of comparable
companies
Time to liquidation event
As at March 31, 2016
Significant unobservable
inputs
Long term growth rate
Discount rate
Revenue multiple
Volatility of comparable
companies
Time to liquidation event
As at April 1, 2015
Movement
by
0.5%
0.5%
Increase
(`)
55
(93)
Decrease
(`)
(51)
101
0.5x
179
(186)
2.5%
1 year
31
60
(31)
(69)
Movement
by
0.5%
0.5%
Increase
(`)
57
(95)
Decrease
(`)
(53)
103
0.5x
182
(187)
2.5%
1 year
31
60
(32)
(69)
Item
Valuation technique
Unquoted equity
investments
Discounted cash flow
model
Market multiple
approach
Derivative assets Option pricing model
Significant unobservable
inputs
Long term growth rate
Discount rate
Revenue multiple
Movement
by
0.5%
0.5%
0.5x
Increase
(`)
44
(85)
148
Decrease
(`)
(40)
91
(152)
Volatility of comparable
companies
Time to liquidation event
2.5%
1 year
32
63
(33)
(85)
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
169
Standalone Financial Statements under Ind AS
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts
outstanding:
Designated derivative instruments
Sell – Forward contracts
Range Forward Option contracts
Par – Forward Contracts
Interest rate swaps
Non designated derivative instruments
Sell – Forward contracts
Range Forward Option contracts
Buy – Forward contracts
March 31, 2017 March 31, 2016
April 1, 2015
As at
$
£
€
AUD
SAR
AED
$
€
$
$
$
£
€
AUD
¥
SGD
ZAR
CAD
CHF
SAR
AED
PLN
$
$
886
280
228
129
-
-
130
-
-
-
889
82
83
51
-
3
262
41
-
49
69
31
-
750
$
£
€
AUD
SAR
AED
$
€
$
$
$
£
€
AUD
¥
SGD
ZAR
CAD
CHF
SAR
AED
PLN
$
$
897
248
271
139
19
7
25
7
-
150
1,280
55
87
35
490
3
110
11
10
58
7
-
18
822
$
£
€
AUD
SAR
AED
$
€
$
$
$
£
€
AUD
¥
SGD
ZAR
CAD
CHF
SAR
AED
PLN
$
$
790
198
220
83
-
-
43
-
3
150
1,304
67
60
53
490
13
69
30
10
-
-
-
-
790
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), net
Changes in fair value of effective portion of derivatives
Net (gain) / loss reclassified to statement of profit and loss on occurrence of
hedged transactions
Gain / (loss) on cash flow hedging derivatives, net
Balance as at the end of the year
Deferred tax asset / (liability) thereon
Balance as at the end of the year, net of deferred tax…..
March 31, 2017 March 31, 2016
` 2,367
74
12,391
(7,507)
` 4,958
` 7,325
` (1,419)
` 5,906
` 4,268
(3)
1,079
(2,977)
` (1,901)
` 2,367
` (457)
` 1,910
As at March 31, 2017, March 31, 2016 and April 1, 2015, there were no significant gains or losses on derivative
transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure
that did not occur.
170
Annual Report 2016-17
Standalone Financial Statements under Ind AS
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 balance sheet. The incremental impact of such
transaction on our cash flow and liquidity for the years ended March 31, 2017 and March 31, 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 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, 2017, March 31, 2016 and April 1, 2015 respectively, a ` 1 increase/decrease in the spot exchange
rate of the Indian rupee with the U.S. dollar would result in approximately 1,155, 1,398 and 1,495 respectively
decrease/increase in the fair value of foreign currency dollar denominated derivative instruments.
Wipro Limited
171
Standalone Financial Statements under Ind AS
The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2017
and March 31, 2016:
Trade receivables
Unbilled revenues
Cash and cash equivalents
Other assets
Borrowings (including current
maturities of long-term debt
and finance lease obligations
included in other financial
liabilities)
Trade payables and other
financial liabilities
Net assets / (liabilities)
Trade receivables
Unbilled revenues
Cash and cash equivalents
Other assets
Borrowings (including current
maturities of long-term debt
and finance lease obligations
included in other financial
liabilities)
Trade payables and other
financial liabilities
Net assets / (liabilities)
Trade receivables
Unbilled revenues
Cash and cash equivalents
Other assets
Borrowings (including current
maturities of long-term debt
and finance lease obligations
included in other financial
liabilities)
Trade payables and other
financial liabilities
Net assets / (liabilities)
US $
31,293
14,030
11,934
1,237
(58,785)
As at March 31, 2017
Euro
Pound
Sterling
5,683
4,417
561
189
(604)
Australian
Dollar
Canadian
Dollar
1,780
570
-
7
-
Other
currencies #
8,590
2,461
590
348
(509)
Total
55,524
26,107
13,786
4,640
(60,929)
2,614
2,023
335
1,568
(537)
5,564
2,606
366
1,291
(494)
(21,050)
(5,159)
(5,838)
(1,457)
(443)
(3,101)
(37,048)
(21,341)
4,174
4,408
4,546
1,914
8,379
2,080
US $
32,695
16,542
43,934
3,205
(65,180)
As at March 31, 2016
Euro
Pound
Sterling
6,734
4,446
32
42
(189)
Australian
Dollar
Canadian
Dollar
879
245
43
14
-
Other
currencies #
6,679
1,394
1,065
174
-
Total
53,359
28,630
47,238
6,562
(66,145)
2,134
1,773
335
2,091
(776)
4,238
4,230
1,829
1,036
-
(19,795)
(4,798)
(4,840)
(1,417)
(149)
(3,066)
(34,065)
11,401
6,535
6,225
4,140
1,032
6,246
35,579
As at April 1, 2015
US $
Euro
27,709
13,704
38,452
3,041
(58,750)
5,285
2,822
970
1,188
-
Pound
Sterling
8,156
4,979
740
306
(318)
Australian
Dollar
Canadian
Dollar
1,376
915
255
1,782
(932)
211
196
26
12
-
Other
currencies #
7,674
1,277
1,988
193
(227)
Total
50,411
23,893
42,431
6,522
(60,227)
(24,640)
(5,379)
(4,707)
(797)
(119)
(3,059)
(38,701)
(484)
4,886
9,156
2,599
326
7,846
24,329
# other currencies reflect currencies such as Singapore Dollars, CHF, etc.
172
Annual Report 2016-17
Standalone Financial Statements under Ind AS
As at March 31, 2017 and March 31, 2016, every 1% increase/decrease of the respective foreign currencies compared
to functional currency of the Company would impact result from operating activities by approximately ` 21 and
` 356 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. Certain borrowings are also transacted at fixed interest rates. If
interest rates were to increase by 100 bps from March 31, 2017, additional net annual interest expense on floating
rate borrowing would amount to approximately ` 502.
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, 2017 and March 31, 2016, respectively and revenues for the year ended March 31, 2017 and March 31,
2016, respectively. There is no significant concentration of credit risk.
Financial assets that are neither past due nor impaired
Cash and cash equivalents, unbilled revenues, investment in liquid mutual fund units, 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. 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 ` 7,722,
` 7,568 and ` 5,694 as of March 31, 2017, March 31, 2016 and April 1, 2015, respectively. Of the total receivables,
` 65,604, ` 67,831 and ` 63,562 as of March 31, 2017, March 31, 2016 and April 1, 2015, 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
Total
Counterparty risk
As at
March 31, 2017 March 31, 2016
` 67,831
` 65,604
April 1, 2015
` 63,562
4,957
2,180
2,802
13,270
` 23,209
` 88,813
4,135
2,380
2,003
13,081
` 21,599
` 89,430
5,438
3,179
2,346
11,537
` 22,500
` 86,062
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.
Wipro Limited
173
Standalone Financial Statements under Ind AS
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, 2017, 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, 2017
Contractual cash flows
Borrowings (including current maturities of
long-term debt and finance lease obligations
included in other financial liabilities)
Trade payables
Derivatives liabilities
Other financial liabilities
Carrying
value
` 63,099
Less than
1 year
1-2
years
` 52,387 ` 10,745
2-4
years
` 631
4-7
years
` 20
Total
` 63,783
38,186
2,710
` 16,255
38,186
2,708
` 16,178
-
2
-
-
-
-
-
-
` 77
38,186
2,710
` 16,255
As at March 31, 2016
Contractual cash flows
Borrowings (including current maturities of
long-term debt and finance lease obligations
included in other financial liabilities)
Trade payables
Derivatives liabilities
Other financial liabilities
Contractual cash flows
Borrowings (including current maturities of
long-term debt and finance lease obligations
included in other financial liabilities)
Trade payables
Derivatives liabilities
Other financial liabilities
Carrying
value
` 68,129
Less than
1 year
` 57,134
1-2
years
2-4
years
` 1,172 ` 10,631
4-7
years
` 26
Total
` 68,963
43,623
2,459
` 17,060
43,623
2,340
` 17,005
-
82
-
-
37
-
-
-
` 55
43,623
2,459
` 17,060
As at April 1, 2015
Carrying
value
` 61,026
Less than
1 year
` 50,767
1-2
years
` 854
2-4
years
` 1,268
4-7
years
` 9,389
Total
` 62,278
40,191
824
` 753
40,191
753
` 753
-
39
-
-
22
-
-
10
-
40,191
824
` 753
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:
Cash and cash equivalents
Investments
Borrowings (including current maturities of long-term debt
and finance lease obligations)
Loans to subsidiaries
Net cash position
As at
March 31, 2017 March 31, 2016
` 84,088
204,195
` 35,166
291,467
April 1, 2015
` 149,425
93,827
(63,099)
(68,129)
(61,026)
1,917
` 265,451
-
` 220,154
-
` 182,226
174
Annual Report 2016-17
19.
Income taxes
Income tax expense has been allocated as follows:
Income tax expense
Current taxes
Deferred taxes
Income tax included in other comprehensive income on:
Net change in fair value of financial instruments through OCI
Net change in fair value of cash flow hedges
Defined benefit plan actuarial gains/(losses)
Total income taxes
Standalone Financial Statements under Ind AS
For the year ended March 31,
2017
2016
` 24,304
950
594
962
43
` 26,853
` 24,523
(586)
42
(260)
(222)
` 23,497
Income tax expenses are net of reversal of provisions recorded in earlier periods, amounting to ` 771 and ` 1,371
for the year ended March 31, 2017 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,
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
Expenses disallowed for tax purposes
Others, net
Total income tax expense
The components of deferred tax assets and liabilities are as follows:
2016
` 105,942
34.61%
36,664
(10,435)
(380)
(2,218)
(1,371)
1,677
-
` 23,937
2017
` 106,871
34.61%
36,986
(9,754)
(53)
(2,549)
(771)
1,408
(13)
` 25,254
As at
Other Liabilities
Allowances for doubtful accounts receivable
Minimum alternate tax
Others
Property, plant and equipment and intangible assets
Amortizable goodwill
Interest on bonds and fair value movement of investments
Cash flow hedges
Deferred revenue
Net deferred tax assets/ (liabilities)
Included in the financial statements as follows:
Deferred tax assets
Deferred tax liabilities
March 31, 2017 March 31, 2016
` 3,161
2,819
1,490
51
` 7,521
` (2,225)
(508)
(814)
(458)
16
` (3,989)
` 3,532
` 2,882
2,783
1,469
135
` 7,269
` (1,683)
(899)
(2,245)
(1,419)
(62)
` (6,308)
` 961
April 1, 2015
` 2,321
2,108
1,842
104
` 6,375
` (1,944)
(303)
(448)
(719)
(506)
` (3,920)
` 2,455
` 2,352
` 1,391
` 4,254
` 722
` 3,022
` 567
Wipro Limited
175
Standalone Financial Statements under Ind AS
Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges, fair value movements in
investments and actuarial gains/losses on defined benefit plans are recognized in other comprehensive income
and presented within equity. Other than these, the change in deferred tax assets and liabilities is primarily recorded
in the statement of profit and loss.
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.
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 ` 1,469, ` 1,490 and ` 1,842 has been recognized in the balance sheet as of
March 31, 2017, March 31, 2016 and April 1, 2015 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 units established under Special Economic Zone, 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 2030-31. 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 ` 9,109 and
` 10,212 for the year ended March 31, 2017 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 effect of these tax
incentives on earnings per share for the year ended March 31, 2017 and 2016 was ` 3.75 and ` 4.16 respectively.
Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable
temporary differences associated with US branch 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 branch profit tax @ 15% of the US branch profits have not been recognized as
the Company intends to reinvest the earnings in the branch operations. Further, it is not practicable to estimate
the amount of the unrecognized deferred tax liabilities for these undistributed earnings.
20. Revenue from operations
Sale of services
Sale of products
21. Other operating income
Year ended
March 31, 2017 March 31, 2016
` 420,378
26,430
` 446,808
` 432,788
23,608
` 456,396
During the year ended March 31, 2017, the Company has concluded the sale of the EcoEnergy division for a
consideration of ` 4,670. Net gain from the sale, amounting to ` 4,082 has been recorded as other operating income.
176
Annual Report 2016-17
22. Other income
Standalone Financial Statements under Ind AS
Interest income
Dividend income
Net gain on sale of investments
Unrealized gains/losses on financial instruments measured at fair value
through profit or loss
Foreign exchange gain/ (losses), net
23. Cost of materials consumed
Opening stock
Add: Purchases
Less: Closing stock
Year ended
March 31, 2017 March 31, 2016
` 20,529
66
2,634
` 17,163
311
3,486
556
4,184
` 25,700
359
3,518
` 27,106
Year ended
March 31, 2017 March 31, 2016
` 2
-
-
` 2
-
-
-
-
24. Changes in inventories of finished goods, stock-in-trade and work-in-progress
Opening stock
Finished products
Traded goods
Work-in-progress
Less: Closing stock
Finished products
Traded goods
Work-in-progress
Decrease/ (Increase)
25. Employee benefits expense
(a) Employee costs include:
Salaries and wages
Contribution to provident and other funds
Share based payments to employees
Year ended
March 31, 2017 March 31, 2016
` 8
4,383
-
4,391
5
2,746
-
2,751
` 1,640
` 8
3,850
2
3,860
8
4,383
-
4,391
` (531)
Year ended
March 31, 2017 March 31, 2016
` 206,548
4,630
1,493
` 212,671
` 211,575
5,282
1,687
` 218,544
Wipro Limited
177
Standalone Financial Statements under Ind AS
Defined benefit plan actuarial loss/(gains) recognized in other comprehensive income include:
Re-measurement of net defined benefit liability/(asset)
Return on plan assets excluding interest income
Actuarial loss/ (gain) arising from financial assumptions
Actuarial loss/ (gain) arising from demographic assumptions
Actuarial loss/ (gain) arising from experience adjustments
(b) Defined benefit plans – Gratuity:
Year ended
March 31, 2017 March 31, 2016
` (189)
358
(59)
(301)
` (191)
` 30
180
2
798
` 1,010
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 certain third party fund
managers. 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. Amount recognized in the statement of profit
and loss 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, 2017 March 31, 2016
` 909
9
` 918
` 312
` 1,041
6
` 1,047
` 642
Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined
benefit gratuity plans.
The principal assumptions used for the purpose of actuarial valuation are as follows:
Discount rate
Expected return on plan assets
Expected rate of salary increase
Year ended
March 31, 2017 March 31, 2016
7.75%
7.75%
8.00%
6.90%
6.90%
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.
Change in present value of defined benefit obligation is summarized below:
Defined benefit obligation at the beginning of the year
Current service cost
Past service cost
Interest on obligation
Benefits paid
Remeasurement loss/(gains)
Actuarial loss/(gain) arising from financial assumptions
Actuarial loss/(gain) arising from demographic assumptions
Actuarial loss/(gain) arising from experience assumptions
178
As at
March 31, 2017 March 31, 2016
` 4,365
909
-
356
(530)
` 6,080
1,041
-
459
(722)
358
(59)
(302)
` 6,855
180
2
798
` 6,080
Annual Report 2016-17
Change in plan assets is summarized below:
Fair value of plan assets at the beginning of the year
Expected return on plan assets
Employer contributions
Benefits paid
Re-measurement loss/(gains)
Return on plan assets excluding interest income
Fair value of plan assets at the end of the year
Present value of unfunded obligation
Recognized asset/(liability)
Standalone Financial Statements under Ind AS
As at
March 31, 2017 March 31, 2016
` 4,327
365
1,887
(530)
` 5,996
453
186
(4)
189
` 6,820
(35)
` (35)
(53)
` 5,996
(84)
` (84)
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.
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, 2018
Estimated benefit payments from the fund for the year ending March 31:
2018
2019
2020
2021
2022
Thereafter
Total
` 1,197
` 1,171
1,062
977
870
756
5,378
` 10,214
The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations
as of March 31, 2016.
Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation
by 0.5 percentage.
As of March 31, 2017, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/
increase of gratuity benefit obligation by approximately ` (187) and ` 207 respectively.
As of March 31, 2017 every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in
increase/ (decrease) of gratuity benefit obligation by approximately ` 176 and ` (169) respectively.
(c) Provident fund:
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.
Wipro Limited
179
Standalone Financial Statements under Ind AS
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, 2017 March 31, 2016
` 36,019
36,019
-
` 40,059
40,059
-
April 1, 2015
` 28,445
28,445
-
The plan assets have been primarily invested in government securities and corporate bonds.
The principal assumptions used in determining the present value obligation of interest guarantee under the
deterministic approach are as follows:
Discount rate
Average remaining tenure of investment portfolio
Guaranteed rate of return
As at
March 31, 2017 March 31, 2016
7.75%
6 Years
8.75%
6.90%
6 years
8.65%
April 1, 2015
7.95%
6 Years
8.75%
For the year ended March 31, 2017, the Company contributed ` 3,616 (2016: ` 3,164) towards provident fund.
26. Finance costs
Interest expense
Exchange fluctuations on foreign currency borrowings, net
(to the extent regarded as borrowing cost)
27. Other expenses
Sub-contracting / technical fees / third party application
Travel
Facility expenses
Communication
Legal and professional fees
Rates, taxes and insurance
Advertisement and brand building
Provision for doubtful debts
Provision for diminution in value of investments
Auditor’s remuneration
Audit fees
For tax matters
For reimbursement of expenses
Miscellaneous expenses
Year ended
March 31, 2017 March 31, 2016
` 906
4,593
` 769
3,152
` 3,921
` 5,499
Year ended
March 31, 2017 March 31, 2016
` 64,863
21,065
11,399
3,098
3,261
1,545
2,222
1,939
1,793
` 74,614
17,536
12,509
3,463
3,211
1,514
2,737
1,825
403
37
1
3
5,003
` 122,856
40
1
3
3,788
` 115,017
180
Annual Report 2016-17
Standalone Financial Statements under Ind AS
28. Earnings per equity share
A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per
equity share is set out below:
Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the
Company by the weighted average number of equity shares outstanding during the year, excluding equity shares
purchased by the Company and held as treasury shares.
Year ended March 31,
Profit for the year
Weighted average number of equity shares outstanding
Basic earnings per share
2017
81,617 `
`
`
2,428,540,505
33.61 `
2016
82,005
2,456,559,400
33.38
Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares
outstanding during the year 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 year).
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,
Profit for the year
Weighted average number of equity shares outstanding
Effect of dilutive equivalent share options
Weighted average number of equity shares for diluted earnings per share
Diluted earnings per share
29. Dividends and Buy back of equity shares
2017
81,617 `
2016
82,005
2,456,559,400
5,130,508
2,435,673,569 2,461,689,908
33.31
2,428,540,505
7,133,064
33.51 `
`
`
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.
During the year ended March 31, 2017, the Company has concluded the buyback of 40 million equity shares as
approved by the Board of Directors on April 20, 2016. This has resulted in a total cash outflow of ` 25,000. In line
with the requirement of the Companies Act 2013, an amount of ` 14,254 and ` 10,666 has been utilized from
the share premium account and retained earnings respectively. Further, a capital redemption reserves of ` 80
(representing the nominal value of the shares bought back) has been created as an apportionment from retained
earnings. Consequent to such buy back, share capital has been reduced by ` 80.
The cash dividends paid per equity share were ` 3 and ` 12 during the years ended March 31, 2017 and 2016,
respectively, including an interim dividend of ` 2 and ` 5 for the years ended March 31, 2017 and 2016.
The Board of Directors in their meeting held on April 25, 2017 approved issue of bonus shares in India, in the
proportion of 1:1, i.e. 1 (One) equity share of ` 2 each for every 1 (one) fully paid-up equity share held (including
ADS holders) as on the record date, subject to approval by the Members of the Company through postal ballot/
e-voting. The bonus issue, if approved, will not affect the ratio of ADSs to equity shares, such that each ADS after
the bonus issue will continue to represent one equity share of par value of ` 2 per share.
30. 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.
Wipro Limited
181
Standalone Financial Statements under Ind AS
The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute
annual dividends in future years. The amount of future dividends/buy back of equity shares will be balanced with
efforts to continue to maintain an adequate liquidity status.
The capital structure as of March 31, 2016 and 2017 was as follows:
Total equity (A)
Current loans and borrowings
Non-current loans and borrowings
Total loans and borrowings (B)
As percentage of total equity
March 31,
2017
` 467,056
51,636
11,463
63,099
13.51%
As at
March 31,
2016
` 412,257
56,664
11,465
68,129
16.53%
April 1,
2015
` 366,385
50,394
10,632
61,026
16.66%
% Change
2017-16
% Change
2016-15
13.29%
12.52%
(7.38%)
11.64%
Total capital (A)+(B)
` 530,155
` 480,386
` 427,411
10.36%
12.39%
Loans and borrowings represented 14%, 17% and 17% of total capital as of March 31, 2017, March 31, 2016, and
April 1, 2015 respectively. The Company is not subject to any externally imposed capital requirements.
31. Employee stock option
Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans (collectively “stock
option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject
to requirements of vesting conditions. These options generally vest in tranches over a period of three to five years
from the date of grant. Upon vesting, the employees can acquire one equity share for every option. The maximum
contractual term for aforementioned stock option plans is generally 10 years.
The stock compensation cost is computed under the intrinsic value method and amortized on accelerated vesting
period. The intrinsic value on the date of grant approximates the fair value. For the year ended March 31, 2017,
the Company has recorded stock compensation expense of ` 1,687 (March 31, 2016: ` 1,493).
The compensation committee of the board evaluates the performance and other criteria of employees and approves
the grant of options. These options vest with employees over a specified period subject to fulfillment of certain
conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price
determined on the date of grant of options. The particulars of options granted under various plans are tabulated
below. (The numbers of shares in the table below are adjusted for any stock splits and bonus shares issues).
Wipro 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.
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
Authorized Shares
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
50,000,000
280,303,030
15,000,000
22,424,242
22,424,242
22,424,242
18,686,869
14,829,824
Range of
Exercise Prices
` 171 – 490
` 171 – 490
3 – 7
US $
`
2
0.03
US$
`
2
`
2
`
2
182
Annual Report 2016-17
Standalone Financial Statements under Ind AS
The activity in these stock option plans is summarized below:
Stock option plans
Outstanding at the beginning of
the year
Granted
Exercised
Forfeited and lapsed
Outstanding at the end of the year
Exercisable at the end of the year
Range of
Exercise
prices
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
Year ended March 31, 2017
Year ended March 31, 2016
Number Weight Average
exercise price
` 480.20
` 2
US $ 0.03
` -
` 2
US $ 0.03
` -
` 2
US $ 0.03
` -
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
20,181
7,254,326
3,747,430
-
2,398,000
2,379,500
-
(1,113,775)
(174,717)
-
(586,468)
(663,430)
20,181
7,952,083
5,288,783
20,181
698,320
141,342
Number Weight Average
exercise price
` 480.20
` 2
US $ 0.03
` -
` 2
US $ 0.03
` -
` 2
US $ 0.03
` -
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
20,181
6,332,219
2,576,644
-
2,870,400
1,697,700
-
(1,329,376)
(340,876)
-
(618,917)
(186,038)
20,181
7,254,326
3,747,430
20,181
1,204,405
256,753
The following table summarizes information about outstanding stock options:
Range of
exercise
price
` 480 - 489
` 2
US $ 0.03
March 31, 2017
Numbers Weighted Average
Remaining Life
(Months)
-
19
24
20,181
7,952,083
5,288,783
Weight
Average
Exercise Price
` 480.20
March 31, 2016
Numbers Weighted Average
Remaining Life
(Months)
-
23
24
20,181
` 2 7,254,326
US $ 0.03 3,747,430
Weight
Average
Exercise Price
` 480.20
` 2
US $ 0.03
The weighted-average grant-date fair value of options granted during the year ended March 31, 2017, March 31,
2016 and April 1, 2015 was ` 569.52, ` 699.96 and ` 658.12 for each option, respectively. The weighted average
share price of options exercised during the year ended March 31, 2017, March 31, 2016 and April 1, 2015 was
` 536.80, ` 608.62 and 603.58 for each option, respectively.
32. Assets taken on lease
Finance leases:
Obligation under finance lease is secured by underlying assets leased. The legal title of these assets vests with
the lessors. These obligations are repayable in monthly, quarterly and yearly installments up to year ending March
31, 2021. The interest rate for these obligations ranges from 1.82% to 17.19%.
Wipro Limited
183
Standalone Financial Statements under Ind AS
The following is a schedule of future minimum lease payments under finance leases, together with the present
value of the future minimum lease payments as of March 31, 2017, March 31, 2016 and April 1, 2015:
Minimum lease payments as of
Present value of minimum
lease payments as of
March 31,
2017
` 1,219
March 31,
2016
April 1,
2015
`
960
`
702
March 31,
2017
` 1,108
March 31,
2016
April 1,
2015
`
836
`
586
1,245
2,464
(195)
1,311
2,271
(234)
1,243
1,945
(216)
1,161
2,269
-
1,201
2,037
-
1,143
1,729
-
` 2,269
` 2,037
` 1,729
` 2,269
` 2,037
` 1,729
` 1,108
`
836
`
586
` 1,161
` 1,201
` 1,143
Not later than one year
Later than one year but not later than
five years
Less: future finance charges
Present value of minimum lease
payments
Included in the balance sheet as
follows:
- Current maturities of obligation
under finance lease
- Long term maturities of finance
lease obligations
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 ` 2,878, ` 2,905 and ` 2,682 during the years ended March 31, 2017, March 31, 2016 and
April 1, 2015.
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
As at
March 31, 2017 March 31, 2016
` 1,875
4,407
1,561
` 7,843
` 2,243
5,801
2,175
` 10,219
April 1, 2015
` 1,488
2,985
837
` 5,310
184
Annual Report 2016-17
Standalone Financial Statements under Ind AS
33. Related party relationships and transactions
List of subsidiaries as of March 31, 2017 are provided in the table below:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro LLC
Wipro Gallagher Solutions, Inc.
Opus Capital Markets
Consultants LLC
Wipro Promax Analytics Solutions
LLC
Infocrossing, Inc.
Wipro Insurance Solutions LLC
Wipro Data Centre and Cloud
Services, Inc.
Wipro IT Services, Inc.
HPH Holdings Corp. (3)
Appirio, Inc. (3)
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 Cyprus Private
Limited
Wipro Information Technology
Austria GmbH (3)
Wipro Digital Aps (3)
Wipro Europe Limited (3)
Wipro Financial Services UK
Limited (formerly Wipro Promax
Analytics Solutions (Europe)
Limited)
Wipro Holdings Investment
Korlátolt Felelősségű Társaság
Wipro Holdings UK Limited
Wipro Doha LLC (1)
Wipro Technologies S.A DE C.V
Wipro BPO Philippines LTD. Inc
Wipro Holdings Hungary
Korlátolt Felelősségű Társaság
Wipro Technologies SA
Wipro Information Technology
Egypt SAE
Wipro Arabia Co. Limited
Wipro Poland Sp. Z.o.o
Wipro IT Services Poland
Sp. z o. o
Country of
Incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
Japan
China
India
India
Mauritius
U.K.
Austria
Denmark
U.K.
U.K.
Cyprus
Qatar
Mexico
Philippines
Hungary
Hungary
Argentina
Egypt
Saudi Arabia
Poland
Poland
Wipro Limited
185
Standalone Financial Statements under Ind AS
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Technologies Australia
Pty Ltd.
Wipro Corporate Technologies
Ghana Limited
Wipro Technologies South
Africa (Proprietary) Limited
Wipro IT Services Ukraine LLC
Wipro Information Technology
Netherlands BV.
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 GmbH
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Wipro Technologies Nigeria
Limited
Wipro Portugal S.A. (3)
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 Technologies Norway AS
Wipro Technologies VZ, C.A.
Wipro Technologies Peru S.A.C
Cellent Mittelstandsberatung
GmbH
Cellent Gmbh (3)
Wipro Networks Pte
Limited
Wipro Chengdu Limited
Wipro Airport IT Services
Limited (3)
Appirio India Cloud
Solutions Private Limited
Country of
Incorporation
Australia
Ghana
South Africa
Nigeria
Ukraine
Netherlands
Portugal
Russia
Chile
Canada
Kazakhstan
Costa Rica
Ireland
Norway
Venezuela
Peru
Romania
Indonesia
Australia
Thailand
Bahrain
Sultanate of
Oman
Iraq
Germany
Germany
Austria
Singapore
China
Malaysia
China
India
India
(1) 51% of equity securities of Wipro Doha LLC are held by a local shareholder. 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.
(2) 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 Co and 74% of the equity securities of Wipro Airport IT Services Limited
(3) Step Subsidiary details of Wipro Information Technology Austria GmbH, Wipro Europe Limited, Wipro Portugal
S.A, Wipro Digital Aps, Cellent Gmbh, HPH Holdings Corp. and Appirio, Inc. are as follows:
186
Annual Report 2016-17
Standalone Financial Statements under Ind AS
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Information Technology
Austria GmbH
Wipro Europe Limited
Wipro Portugal S.A.
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
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
Designit
Colombia
S A S
Designit Peru
S.A.C.
Cellent GmbH
HPH Holdings Corp.
Appirio, Inc.
Frontworx
Informationstechnologie
Gmbh
Healthplan Services Insurance
Agency, Inc.
Healthplan Services, Inc.
Appirio K.K.
Topcoder, Inc.
Appirio Ltd
Appirio Pvt Ltd
KI Management Inc.
Appirio GmbH
Appirio Ltd (UK)
Saaspoint, Inc.
Country of
Incorporation
Austria
Austria
France
U.K.
U.K.
Portugal
U.K.
Brazil
Germany
Brazil
Denmark
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
Colombia
Peru
Austria
Austria
USA
USA
USA
USA
Japan
USA
Ireland
Germany
UK
USA
Singapore
USA
Wipro Limited
187
Nature
Trust
Trust
Country of Incorporation
India
India
Nature
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Chairman and Managing Director
Executive Vice Chairman(7)
Chief Executive Officer and Executive Director(5)
Chief Strategy Officer and Executive Director(1)
Non-Executive Director
Non-Executive Director
Non-Executive Director(8)
Non-Executive Director
Non-Executive Director
Non-Executive Director(3)
Non-Executive Director(4)
Non-Executive Director(6)
Non-Executive Director(6)
Chief Financial Officer(2)
Company Secretary (9)
Standalone Financial Statements under Ind AS
The list of trusts are:
Name of entity
Wipro Equity Reward Trust
Wipro Inc Benefit Trust
The other related parties are:
Name of the related parties
Azim Premji Foundation
Azim Premji Foundation for Development
Azim Premji education trust
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
T K Kurien
Abidali Z. Neemuchwala
Rishad Azim Premji
Dr. Ashok Ganguly
Narayanan Vaghul
Dr. Jagdish N Sheth
William Arthur Owens
M.K. Sharma
Vyomesh Joshi
Ireena Vittal
Dr. Patrick J. Ennis
Patrick Dupuis
Jatin Pravinchandra Dalal
M Sanaulla Khan
(1) Effective May 1, 2015
(2) Effective April 1, 2015
(3) Up to July 19, 2016
(4) Effective October 1, 2013
(5) Effective February 1, 2016
(6) Effective April 1, 2016
(7) Up to January 31, 2017
(8) Up to July 18, 2016
(9) Effective June 3, 2015
188
Annual Report 2016-17
Relative of key management personnel
- Yasmeen H. Premji
- Tariq Azim Premji
The Company has the following related party transactions for the year ended March 31, 2017 and 2016:
Standalone Financial Statements under Ind AS
Transactions
Subsidiaries /
Trusts
Sales of services
Purchase of services
Assets purchased / capitalized
Dividend paid
Commission paid
Rent paid
Rent Income
Acquisition of customer relationship (refer note 6)
Others
Key management personnel (1)
Remuneration and short-term benefits
Other benefits
Interest Income
Corporate guarantee commission
2017
2016
` 38,802 ` 28,416
13,719
-
178
909
38
-
-
(1,170)
16,895
-
42
882
35
33
2,175
1,852
Entities controlled
by Directors
2017
` 69
3
106
5,087
-
8
43
-
90
2016
` 186
2
231
20,599
-
22
36
-
41
Key Management
Personnel (2)
2017
-
-
-
287
-
6
-
-
-
2016
-
-
-
1,147
-
6
-
-
-
-
-
2
246
-
-
4
166
-
-
-
-
-
-
-
-
242
157
-
-
279
137
-
-
The Company has the following balances outstanding as of March 31, 2017, March 31, 2016 and April 1, 2015:
Balances at year end
Subsidiaries / Trusts
Entities controlled
by Directors
Key Management
Personnel (2)
Receivables
Payables
2017
17,117(3)
6,099
2016
11,853(3)
7,055
2015
10,770(3)
9,059
2017
44
22
2016
135
232
2015
134
340
2017
-
27
2016
-
37
2015
-
66
(1) Post-employment benefit comprising gratuity, and compensated absences are not disclosed as these are determined
for the Company as a whole. Benefits includes the prorated value of Restricted Stock Units (“RSU’s”) granted to the
personnel, which vest over a period of time.
(2) Including relative of key management personnel.
(3) 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
` 1,958
2017
` 1,917
Maximum amount due during the
year
2015
` 1,848
2017
` 2,022
2016
` 1,958
2015
` 1,864
Wipro Limited
189
Standalone Financial Statements under Ind AS
The following are the significant related party transactions during the year ended March 31, 2017 and 2016:
Particulars
Sale of services
Wipro LLC
Wipro Technologies South Africa (Proprietary) Limited
Wipro Networks PTE LTD
Purchase of services
Wipro Data Centre and Cloud Services, Inc.
Wipro LLC
Wipro do Brasil Technologia Ltda
Wipro Technologies Gmbh
Wipro BPO Philippines Limited Inc
Wipro Technologies SRL
Infocrossing 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
Designit Denmark A/S
Remuneration paid to key management personnel
Azim Premji
T K Kurien (1)
Abidali Z. Neemuchwala
Rishad Premji
Jatin Pravinchandra Dalal
M Sanualla Khan
Corporate guarantee commission
Wipro Gulf LLC
Wipro IT Services Inc.
Wipro Solutions Canada Ltd
Wipro LLC
Infocrossing Inc
Wipro Arabia Limited
Year ended March 31,
2017
2016
` 22,215
2,813
2,205
` 15,383
4,084
2,673
3,389
2,247
1,707
1,624
1,581
1,332
48
106
1,359
1,355
1,228
1,113
439
443
34
-
38
28
8
97
136
17
45
12
47
45
43
40
32
18
NA
2,007
1,532
1,507
-
-
3,229
231
5,435
5,419
5,157
4,451
468
440
38
15
35
NA
22
137
120
22
38
9
35
23
38
38
43
15
(1) Mr. T K Kurien, who was Executive Vice Chairman of the Company retired from the services of the Company and the
Board effective January 31, 2017. Compensation disclosed above is for the period from April 1, 2016 to January 31, 2017.
190
Annual Report 2016-17
34. Commitments and contingencies
Capital commitments:
Standalone Financial Statements under Ind AS
As at March 31, 2017, March 31, 2016 and April 1, 2015, the Company had committed to spend approximately
` 11,340, ` 10,109 and ` 863 respectively, under agreements to purchase/contruct property and equipment. These
amounts are net of capital advances paid in respect of these purchases.
Contingent liabilities to the extent not provided for:
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
Contingencies and lawsuits:
As at
March 31, 2017 March 31, 2016
` 2,654
` 2,585
April 1, 2015
` 2,560
17,375
21,074
18,084
6,237
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 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, 2008. 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. Department has filed a Special
Leave Petition (SLP) before the Supreme Court of India for the year ended March 31, 2001 to 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 year ended 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.
The Company received the draft assessment order for the year ended March 31, 2012 in March 2016 with a proposed
demand of ` 4,241 (including interest of ` 1,376). Based on the DRP’s direction, allowing majority of the issues in
favor of the Company, the assessing officer has passed the final order with Nil demand. However, on similar issue
for earlier years, the Income Tax authorities have appealed before the Tribunal.
For year ended March 31, 2013 the Company received the draft assessment order in December 2016 with a
proposed demand of ` 4,118 (including interest of ` 1,278), arising primarily on account of section 10AA issues
with respect to exclusion from Export Turnover. The Company has filed an objection before the DRP within the
prescribed timelines.
Wipro Limited
191
Standalone Financial Statements under Ind AS
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 ` 2,585, ` 2,654 and ` 2,560 as of March 31, 2017, March 31, 2016 and April 1, 2015. 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.
35.
The Company has amounts due to suppliers under The Micro, Small and Medium Enterprises Development Act,
2006, [MSMED Act] as at March 31, 2017, March 31, 2017 and April 1, 2015. The disclosure pursuant to the said
Act is as under:
Particulars
Principal amount due to suppliers under MSMED Act
Interest accrued and remaining unpaid at the end of the year to
suppliers under MSMED Act
Total interest paid on all delayed payments during the year under
MSMED Act
^Less than ` 1.
As at
March 31, 2017 March 31, 2016
` 10
1
` 30
7
April 1, 2015
` 21
1
1
^
-
This information has been determined to the extent such parties have been identified on the basis of information available
with the Company.
36. Corporate Social Responsibility
a. Gross amount required to be spent by the Company during the year ` 1,764 (March 31, 2016: ` 1,560)
b. Amount spent during the year on:
Particulars
S.
No.
For the year ended
March 31, 2017
For the year ended
March 31, 2016
In cash
Yet to be
paid in cash
Total
In cash
Yet to be
paid in cash
Total
(i) Construction/acquisition of any asset
(ii) On purpose other than (i) above
Nil
` 1,634
Nil
` 229
Nil
` 1,863
Nil
` 1,134
Nil
` 464
Nil
` 1,598
37. Segment information
The Company publishes this financial statement along with the consolidated financial statements. In accordance
with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated
financial statements.
The accompanying notes form an integral part of these standalone financial statements
As per our report of even date attached
For and on behalf of the Board of Directors
for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W- 100022
Azim H Premji
Chairman
& Managing Director
N Vaghul
Director
Jamil Khatri
Partner
Membership No. 102527
Bengaluru
June 02, 2017
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 02, 2017
Abidali Neemuchwala
Chief Excecutive Officer
& Excecutive Director
M Sanaulla Khan
Company Secretary
192
Annual Report 2016-17
Independent Auditor’s Report on
Consolidated Financial Statements
Consolidated Financial Statements under Ind AS
To the Members of Wipro Limited
Report on the Consolidated Ind AS Financial Statements
We have audited the accompanying Consolidated Ind
AS financial statements of Wipro Limited (‘the Holding
Company’), and its subsidiaries (collectively referred
to as “the Group”) which comprise the consolidated
Balance Sheet as at March 31, 2017, the Statement of
Profit and Loss (including other comprehensive income),
the consolidated Statement of Cash Flows and the
consolidated Statement of Changes in Equity for the year
then ended and a summary of the significant accounting
policies and other explanatory information (herein after
referred to as “consolidated Ind AS financial statements”).
Management’s Responsibility for the Consolidated Ind AS
Financial Statements
The Holding Company’s Board of Directors is responsible
for the preparation of these consolidated Ind AS financial
statements in terms of the requirements of the Companies
Act, 2013 that give a true and fair view of the consolidated
financial position, consolidated financial performance
including other comprehensive income, consolidated cash
flows and consolidated changes in equity of the Group
in accordance with the accounting principles generally
accepted in India, including the Accounting Standards
(Ind AS) prescribed under Section 133 of the Act read with
relevant rules issued thereunder.
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 the assets of the
Group 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 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 Ind AS 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 Ind AS financial
statements by the Directors of the Holding Company, as
aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these
consolidated Ind AS 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
Ind AS 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 Ind AS financial statements. The procedures
selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the
consolidated Ind AS 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
Ind AS 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 Directors, as well as evaluating the
overall presentation of the consolidated Ind AS financial
statements.
We believe that the audit evidence we have obtained by us
is sufficient and appropriate to provide a basis for our audit
opinion on the consolidated Ind AS financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
consolidated Ind AS 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 including
the Ind AS, of the consolidated financial position of the
Wipro Limited
193
Consolidated Financial Statements under Ind AS
Group as at March 31, 2017 and its consolidated financial
performance including other comprehensive income, its
consolidated cash flows and changes in equity for the
year then ended.
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:
Report on Other Legal and Regulatory Requirements:
i.
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 Ind AS financial statements;
(b)
In our opinion, proper books of account as
required by law relating to the preparation of
the aforesaid consolidated Ind AS financial
statements have been kept so far as it appears
from our examination of those books;
(c) The consolidated balance sheet, the consolidated
statement of profit and loss including other
comprehensive income, the consolidated
statement of cash flows and the statement of
changes in equity dealt with by this report are
in agreement with the relevant books of account
maintained for the purpose of the preparation of
the consolidated Ind AS financial statements;
(d)
In our opinion, the aforesaid consolidated
Ind AS financial statements comply with the
Accounting Standards specified under Section
133 of the Act, read with relevant rules issued
thereunder;
(e) On the basis of the written representations
received from the directors of the Holding
Company as on March 31, 2017 taken on record
by the Board of Directors of the Holding Company
and the reports 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, 2017 from being appointed as a Director of
that company in terms of Section 164(2) of the
Act.
Repor t on Other Legal and Regulatory
Requirements (continued)
(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
The consolidated Ind AS financial
statements disclose the impact of pending
litigations on the consolidated financial
position of the Group – refer Note 18 and
36 to the consolidated Ind AS financial
statements;
ii. Provision has been made in the consolidated
Ind AS financial statements as required
under the applicable Law or accounting
standards for material foreseeable losses,
if any, on long-term contracts including
derivative contracts. Refer Note 9 to the
consolidated Ind AS financial statements;
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; and
iv. The requisite disclosures in the consolidated
Ind AS financial statements, for holdings
as well as dealings in Specified Bank
Notes as defined in the Notification S.O.
3407(E) dated November 8, 2016 of the
Ministry of Finance, during the period
from November 8, 2016 to December 30
2016, have been provided with respect
to Holding Company and its subsidiary
companies incorporated in India. Based
on audit procedures and reliance on the
management representation we report
that the disclosures are in accordance with
books of account maintained by the Holding
Company and its subsidiary companies
incorporated in India and as produced
to us by the Management of the Holding
Company Refer Note 14 to the consolidated
Ind AS financial statements.
for B S R & Co. LLP
Chartered Accountants
Firm registration number: 101248W/W-100022
Jamil Khatri
Partner
Membership Number: 102527
(g) With respect to the other matters to be included
in the Auditor’s Report in accordance with
Bangalore
June 2, 2017
194
Annual Report 2016-17
Annexure – A to the Independent Auditor’s Report of even
date on the Consolidated Ind AS 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 conjunction with our audit of the consolidated Ind AS
financial statements of the Company as of and for the
year ended March 31, 2017, 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.
Auditor’s 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 ICAI. 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 consolidated Ind AS financial
statements, whether due to fraud or error.
Consolidated Financial Statements under Ind AS
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 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, 2017, 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 ICAI.
for B S R & Co. LLP
Chartered Accountants
Firm registration number: 101248W/W-100022
Jamil Khatri
Partner
Membership Number: 102527
Bangalore
June 2, 2017
Wipro Limited
195
Consolidated Financial Statements under Ind AS
Consolidated Balance Sheet
(` in millions, except share and per share data, unless otherwise stated)
ASSETS
Non-current assets
Property, plant and equipment
Capital work in progress
Goodwill
Other intangible assets
Financial assets
Investments
Derivative assets
Trade receivables
Other financial assets
Deferred tax assets
Non-current tax assets
Other non-current assets
Total non-current assets
Current assets
Inventories
Financial assets
Investments
Trade receivables
Cash and cash equivalents
Derivative assets
Unbilled revenues
Other financial assets
Current tax assets
Other current assets
Total current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
Equity
Share capital
Other equity
Equity attributable to the equity holders of the Company
Non-controlling interest
TOTAL EQUITY
Non-current liabilities
Financial liabilities
Long - term loans and borrowings
Derivative liabilities
Other financial liabilities
Provisions
Deferred tax liabilities
Non-current tax liability
Other non-current liabilities
Total non-current liabilities
Current liabilities
Financial liabilities
Loans, borrowings and bank overdrafts
Trade payables
Derivative liabilities
Other financial liabilities
Unearned revenues
Provisions
Current tax liabilities
Other current liabilities
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
Notes
5
5
6, 7
6
8
9
10
11
28
12
13
8
10
14
9
11
12
15
16
9
17
18
28
19
16
20
9
17
18
19
March 31, 2017
March 31, 2016
April 1, 2015
As at
` 60,667
7,377
122,276
15,922
7,103
106
3,998
4,785
3,098
12,008
13,582
250,922
3,915
292,030
94,846
52,710
9,747
45,095
8,629
9,804
22,122
538,898
` 789,820
` 4,861
511,841
516,702
2,391
519,093
19,611
2
853
4,241
6,578
9,547
410
41,242
116,741
48,673
2,708
23,156
16,150
7,543
8,101
6,413
229,485
` 270,727
` 789,820
` 58,556
3,806
98,394
15,841
4,907
260
1,362
5,188
4,288
11,751
13,014
217,367
5,390
204,244
99,614
99,049
5,549
48,273
9,874
7,812
23,020
502,825
` 720,192
` 4,941
456,507
461,448
2,212
463,660
17,361
119
2,316
4,632
5,071
8,231
291
38,021
102,648
49,021
2,340
25,179
18,076
7,111
7,015
7,121
218,511
` 256,532
` 720,192
` 48,495
3,951
64,689
7,931
3,867
736
2,443
4,838
3,367
11,409
11,091
162,817
4,849
93,827
87,845
158,940
4,889
42,338
14,261
6,490
19,337
432,776
` 595,593
` 4,937
398,713
403,650
1,634
405,284
12,707
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64,441
39,999
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20,645
16,549
6,694
8,036
6,855
163,972
` 190,309
` 595,593
The accompanying notes form an integral part of these consolidated financial statements
As per our report of even date attached
For and on behalf of the Board of Directors
for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W- 100022
Jamil Khatri
Partner
Membership No. 102527
Bengaluru
June 02, 2017
196
Azim H Premji
Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 02, 2017
N Vaghul
Director
Abidali Neemuchwala
Chief Excecutive Officer
& Excecutive Director
M Sanaulla Khan
Company Secretary
Annual Report 2016-17
Consolidated Statement of Profit and Loss
(` in millions, except share and per share data, unless otherwise stated)
Notes
March 31, 2017
March 31, 2016
Year ended
Consolidated Financial Statements under Ind AS
INCOME
Revenue from operations
Other operating income
Other income
Total Income
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 expense
Other expenses
Total expenses
Profit before tax
Tax expense
Current tax
Deferred tax
Total tax expense
Profit for the year
Other comprehensive income (OCI), net of taxes
Items that will not be reclassified subsequently to the statement of profit or loss:
Defined benefit plan actuarial gains/ (losses)
Net change in fair value of financial instruments through OCI
Income tax relating to items that will not be reclassified to profit and loss
Items that will be reclassified subsequently to the statement of profit or loss:
Foreign currency translation differences
Net change in time value of option contracts designated as cash flow hedges
Net change in intrinsic value of option contracts designated as cash flow hedges
Net change in fair value of forward contracts designated as cash flow hedges
Net change in fair value of financial instruments through OCI
Income tax relating to items that will be reclassified to profit and loss
Total other comprehensive income for the year, net of taxes
Total comprehensive income for the year
Profit for the year attributable to:
Equity holders of the Company
Non-controlling interest
Total comprehensive income for the year attributable to:
Equity holders of the Company
Non-controlling interest
Earnings per equity share
(Equity shares of par value ` 2 each)
Basic
Diluted
Number of shares
Basic
Diluted
The accompanying notes form an integral part of these consolidated financial statements
21
22
23
24
25
26
27
28
28
25
9
28
29
9
9
9
9
28
30
` 550,402
4,082
25,467
579,951
` 512,440
-
27,522
539,962
-
25,560
1,411
268,081
5,183
23,100
146,223
469,558
110,393
26,501
(1,287)
25,214
` 85,179
212
(183)
(28)
(2,992)
9
77
4,872
1,788
(1,571)
2,184
` 87,363
84,931
248
85,179
87,184
179
87,363
` 34.97
` 34.87
2
30,552
(605)
245,534
5,582
14,961
128,999
425,025
114,937
25,757
(391)
25,366
` 89,571
(1,010)
24
215
4,756
-
-
(1,900)
396
227
2,708
` 92,279
89,079
492
89,571
91,701
578
92,279
` 36.26
` 36.19
2,428,540,505
2,435,673,569
2,456,559,400
2,461,689,908
As per our report of even date attached
For and on behalf of the Board of Directors
for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W- 100022
Jamil Khatri
Partner
Membership No. 102527
Bengaluru
June 02, 2017
Wipro Limited
Azim H Premji
Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 02, 2017
N Vaghul
Director
Abidali Neemuchwala
Chief Excecutive Officer
& Excecutive Director
M Sanaulla Khan
Company Secretary
197
Consolidated Financial Statements under Ind AS
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Annual Report 2016-17
Consolidated Financial Statements under Ind AS
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Wipro Limited
199
Consolidated Financial Statements under Ind AS
Consolidated Statement of Cash Flow
(` in millions, except share and per share data, unless otherwise stated)
Cash flows from operating activities:
Profit for the year
Adjustments:
(Gain) / loss on sale of property, plant and equipment and intangible assets, net
Depreciation and amortization
Exchange loss, net
Gain on sale of investments, net
Share based compensation expense
Income tax expense
Dividend and interest (income)/expenses, net
Gain from sale of EcoEnergy division
Other non cash items
Changes in operating assets and liabilities; net of effects from acquisitions
Trade receivables
Unbilled revenue
Inventories
Other assets
Trade payables, other liabilities and provisions
Unearned revenue
Cash generated from operating activities before taxes
Income taxes paid, net
Net cash generated from operating activities
Cash flows from investing activities:
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Proceeds from sale of EcoEnergy division, net of related expense
Purchase of investments
Proceeds from sale of investments
Impact of investment hedging activities, net
Payment for business acquisitions, net of cash acquired
Interest received
Dividend received
Income taxes paid on sale of EcoEnergy division
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of equity shares
Repayment of loans and borrowings
Proceeds from loans and borrowings
Payment for contingent consideration in respect of business combination
Payment for buy back of shares
Interest paid on loans and borrowings
Payment of cash dividend (including dividend tax thereon)
Net cash used in financing activities
Net (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 14)
For the year ended
March 31, 2017
March 31, 2016
` 85,179
` 89,571
117
23,100
3,945
(3,486)
1,742
25,214
(16,259)
(4,082)
(1,732)
3,346
3,813
1,475
4,054
(5,232)
(2,945)
118,249
(25,476)
` 92,773
(20,853)
1,207
4,372
(813,439)
729,755
(226)
(33,608)
17,069
311
(871)
` (116,283)
^
(112,803)
125,922
(138)
(25,000)
(1,999)
(8,734)
` (22,752)
(46,262)
(1,412)
98,392
` 50,718
(55)
14,961
2,664
(2,646)
1,534
25,366
(19,599)
-
-
(5,317)
(5,329)
(541)
(766)
4,683
1,282
105,808
(26,935)
` 78,873
(13,951)
779
-
(934,958)
830,647
266
(39,373)
18,368
66
-
` (138,156)
4
(137,298)
172,549
-
-
(1,348)
(35,494)
` (1,587)
(60,870)
549
158,713
` 98,392
^ Value is less than `1
Total taxes paid amounted to `26,347 and `26,935 for the year ended March 31, 2017 and 2016, respectively.
The accompanying notes form an integral part of these consolidated financial statements
As per our report of even date attached
For and on behalf of the Board of Directors
for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W- 100022
Jamil Khatri
Partner
Membership No. 102527
Bengaluru
June 02, 2017
200
Azim H Premji
Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 02, 2017
N Vaghul
Director
Abidali Neemuchwala
Chief Excecutive Officer
& Excecutive Director
M Sanaulla Khan
Company Secretary
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
Notes to the consolidated financial statements
(` in millions, except share and per share data, unless otherwise stated)
1.
The Company overview
Wipro Limited (“Wipro” or the “Parent Company”),
together with its subsidiaries (collectively, “the
Company” or the “Group”) is a global information
technology (IT), consulting and business process
services (BPS) company.
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 Board of Directors on
June 2, 2017.
2. Basis of preparation of consolidated financial
statements
(i) Statement of compliance and basis of preparation
The consolidated financial statements are prepared
in accordance with Indian Accounting Standards
(“Ind AS”), the provisions of the Companies Act, 2013
(“the Companies Act”), as applicable and guidelines
issued by the Securities and Exchange Board of India
(“SEBI”). The Ind AS are prescribed under Section 133
of the Act read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Amendment Rules,
2016.
Upto the year ended March 31, 2016, the Company
prepared its financial statements in accordance
with the requirements of the Indian GAAP (“Previous
GAAP”), which included Standards notified under the
Companies (Accounting Standards) Rules, 2006. The
date of transition to Ind AS is April 1, 2015.
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 Ind
AS 1, “Presentation of Financial Statements”.
For clarity, various items are aggregated in the
statements of profit and loss and balance sheet.
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 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 Ind AS:-
a. Derivative financial instruments;
b.
c.
Financial instruments classified as fair value
through other comprehensive income or fair
value through profit or loss;
The defined benefit asset/(liability) is recognized
as the present value of defined benefit obligation
less fair value of plan assets; and
d. Contingent consideration.
(iii) Use of estimates and judgment
The preparation of the consolidated financial
statements in conformity with Ind AS 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
Wipro Limited
201
Consolidated Financial Statements under Ind AS
applicable to various elements of the contract
can be made. Key factors that are reviewed in
estimating the future costs to complete include
estimates of future labor costs and productivity
efficiencies. Because the financial reporting of
these contracts depends on estimates that are
assessed continually during the term of these
contracts, recognized revenue and profit are
subject to revisions as the contract progresses
to completion. When estimates indicate that a
loss will be incurred, the loss is provided for in
the period in which the loss becomes probable.
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.
Impairment testing: Goodwill and intangible
assets recognized on business combination
are tested for impairment at least annually and
when events occur or changes in circumstances
indicate that the recoverable amount of the
asset or the cash generating unit to which
these pertain is less than the carrying value.
The recoverable amount of the asset or the cash
generating units is higher of value-in-use and
fair value less cost of disposal. The calculation
of value in use of a cash generating unit 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 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.
b)
c)
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 (including
useful life estimates) and liability acquired,
and contingent consideration assumed involves
management judgment. These measurements
are based on information available at the
acquisition date and are based on expectations
and assumptions that have been deemed
reasonable by management. Changes in these
judgments, estimates, and assumptions can
materially affect the results of operations.
f) Defined benefit plans and compensated
absences: The cost of the defined benefit plans,
compensated absences and the present value
of the defined benefit obligations 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 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) Expected credit losses on financial assets:
On application of Ind AS 109, the impairment
provisions of financial assets are based on
assumptions about risk of default and expected
timing of collection. The Company uses judgment
in making these assumptions and selecting the
inputs to the impairment calculation, based
on the Company’s past history of collections,
customer’s credit-worthiness, existing market
conditions as well as forward looking estimates
at the end of each reporting period.
h) Measurement of fair value of non-marketable
equity investments: These instruments 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
202
Annual Report 2016-17
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.
i)
Other estimates: The share based compensation
expense is determined based on the Company’s
estimate of equity instruments that will
eventually vest. Fair valuation of derivative
hedging instruments designated as cash flow
hedges involves significant estimates relating
to the occurrence of forecast transaction.
3. Significant accounting policies
(i) Basis of consolidation
Subsidiaries
The Company determines the basis of control in line
with the requirements of Ind AS 110, 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. Total comprehensive income is
attributed to non-controlling interests even if it
results in the non-controlling interest having a deficit
balance.
Consolidated Financial Statements under Ind AS
(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 profit and loss 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 financial instruments measured at
fair value through other comprehensive income
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
Wipro Limited
203
Consolidated Financial Statements under Ind AS
is disposed off, the relevant amount recognized
in FCTR is transferred to the statement of profit
and loss 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 profit and loss.
When the hedged part of a net investment 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. 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 balance sheet,
bank overdrafts are presented under borrowings
within current liabilities.
B.
Investments
Financial instruments measured at amortized cost:
Debt instruments that meet the following criteria
are measured at amortized cost (except for
debt instruments that are designated at fair
value through Profit or Loss (FVTPL) on initial
recognition):
•
•
the asset is held within a business model
whose objective is to hold assets in order
to collect contractual cash flows; and
the contractual terms of the instrument give
rise on specified dates to cash flows that
are solely payment of principal and interest
on the principal amount outstanding.
Financial instruments measured at fair value
through other comprehensive income (FVOCI):
Debt instruments that meet the following
criteria are measured at fair value through
other comprehensive income (FVTOCI) (except
for debt instruments that are designated at fair
value through Profit or Loss (FVTPL) on initial
recognition)
•
•
the asset is held within a business model
whose objective is achieved both by
collecting contractual cash flows and
selling financial asset; and
the contractual terms of the instrument give
rise on specified dates to cash flows that
are solely payment of principal and interest
on the principal amount outstanding.
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Interest income is recognized in statement of
profit and loss for FVTOCI debt instruments.
Other changes in fair value of FVTOCI financial
assets are recognized in other comprehensive
income. When the investment is disposed of, the
cumulative gain or loss previously accumulated
in reserves is transferred to statement of profit
and loss.
Financial instruments measured at fair value
through profit or loss (FVTPL):
Instruments that do not meet the amortized
cost or FVTOCI criteria are measured at FVTPL.
Financial assets at FVTPL are measured at fair
value at the end of each reporting period, with
any gains or losses arising on re-measurement
recognized in statement of profit and loss.
The gain or loss on disposal is recognized in
statement of profit and loss.
Interest income is recognized in statement of
profit and loss for FVTPL debt instruments.
Dividend on financial assets at FVTPL is
recognized when the Group’s right to receive
dividend is established.
Investments in equity instruments designated to
be classified as FVTOCI:
The Company carries certain equity instruments
which are not held for trading. The Company
has elected the FVTOCI irrevocable option for
these instruments. Movements in fair value
of these investments are recognized in other
comprehensive income and the gain or loss is not
reclassified to statement of profit and loss on
disposal of these investments. Dividends from
these investments are recognized in statement
of profit and loss when the Company’s right to
receive dividends is established.
C. Other financial assets:
Other financial assets 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. These are initially
recognized at fair value and subsequently
measured at amortized cost using the effective
interest method, less any impairment losses.
These 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
Consolidated Financial Statements under Ind AS
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.
b) Derivative financial instruments
The Company is exposed to foreign currency
fluctuations on foreign currency assets, liabilities,
net investment in foreign operations and forecasted
cash flows denominated in foreign currency.
The Company limits the effect of foreign exchange
rate fluctuations by following established risk
management policies including the use of derivatives.
The Company enters into derivative financial
instruments where the counterparty is primarily a
bank.
Derivatives are recognized and measured at fair
value. Attributable transaction costs are recognized
in statement of profit and loss as cost.
Subsequent to initial recognition, derivative financial
instruments are measured as described below:
A. Cash flow hedges
Changes in the fair value of the derivative
hedging instrument designated as a cash flow
hedge are recognized in other comprehensive
income and held in cash flow hedging reserve,
net of taxes, a component of equity, to the
extent that the hedge is effective. To the extent
that the hedge is ineffective, changes in fair
value are recognized in the statement of profit
and loss and reported within foreign exchange
gains/(losses), net within results from operating
activities. If the hedging instrument no longer
meets the criteria for hedge accounting, then
hedge accounting is discontinued prospectively.
If the hedging instrument expires or is sold,
terminated or exercised, the cumulative gain
or loss on the hedging instrument recognized
in cash flow hedging reserve till the period
the hedge was effective remains in cash flow
hedging reserve until the forecasted transaction
occurs. The cumulative gain or loss previously
recognized in the cash flow hedging reserve is
transferred to the statement of profit and loss
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 profit and loss.
B. Hedges of net investment in foreign operations
Company has also designated a foreign currency
denominated borrowing as a hedge of net
investment in foreign operations. Changes in the
fair value of the derivative hedging instruments
Wipro Limited
205
Consolidated Financial Statements under Ind AS
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 profit and loss and reported
within foreign exchange gains/(losses), net
within results from operating activities.
C. Others
Changes in fair value of foreign currency
derivative instruments not designated as cash
flow hedges are recognized in the statement
of profit and loss 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.
b) Shares held by controlled trust (Treasury shares)
The Company’s equity shares held by the controlled
trust, which is consolidated as a part of the Group
are classified as Treasury shares. The Company has
13,728,607, 14,829,824 and 14,829,824 treasury
shares as of March 31, 2017, March 31, 2016 and April
1, 2015, respectively. Treasury shares are recorded at
acquisition cost.
c) Capital reserve
Capital reserve amounting to ` 1,139 (March 31, 2016
and April 1, 2015: ` 1,139, respectively) is not freely
available for distribution.
d) Capital redemption reserve
Capital redemption reserve amounting to ` 94 (March
31, 2016 and April 1, 2015: ` 14, respectively) is not
freely available for distribution.
e) Retained earning
Retained earnings comprises of the Company’s
undistributed earnings after taxes.
c) Derecognition of financial instruments
f) Share based payment reserve
The Company derecognizes a financial asset when the
contractual rights to the cash flows from the financial
asset expires or it transfers the financial asset and
the transfer qualifies for derecognition under Ind
AS 109. If the Company retains substantially all the
risks and rewards of a transferred financial asset, the
Company continues to recognize the financial asset
and also recognizes a borrowing for the proceeds
received. A financial liability (or a part of a financial
liability) is derecognized from the group’s balance
sheet when the obligation specified in the contract
is discharged or cancelled or expires.
(v) Equity and share capital
a) Share capital and share premium
The authorized share capital of the Company as of
March 31, 2017, March 31, 2016 and April 1, 2015 is
` 6,100 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.
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 restricted stock unit
options by employees.
g) Special economic zone re-investment reserves
The Special Economic Zone Re-Investment Reserve
has been created out of profit of eligible SEZ units as
per provisions of section 10AA (1)(ii) of the Income–
tax Act, 1961 for acquiring new plant and machinery
for the business of the company. The reserve has
also been utilized for other business purposes of
SEZ units as per provisions of section 10AA of the
Income-tax Act, 1961 till the time the said reserve is
utilized completely for the purposes of purchasing
new plant and machinery.
h) Foreign currency translation reserve (FCTR)
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 settlement of which is neither
planned nor likely in the foreseeable future, 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 as FCTR.
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Annual Report 2016-17
i) 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.
j) Other comprehensive income
Changes in the fair value of financial instruments
measured at fair value through other comprehensive
income and actuarial gains and losses on defined
benefit plans are recognized in other comprehensive
income (net of taxes), and presented within equity as
other comprehensive income.
k) Dividend
A final dividend, including tax thereon, on equity
shares 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 expenditure 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
Consolidated Financial Statements under Ind AS
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.
The cost of property, plant and equipment not available
for use as at each reporting date is 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 profit and loss.
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 profit and loss.
c)
Intangible assets
Intangible assets acquired separately are measured
at cost of acquisition. Intangible assets acquired in a
business combination are measured at fair value as
at the date of acquisition. Following initial recognition,
intangible assets are carried at cost less accumulated
amortization and impairment losses, if any.
The amortization of an intangible asset with a finite
useful life reflects the manner in which the economic
benefit is expected to be generated and 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:
Wipro Limited
207
Consolidated Financial Statements under Ind AS
Category
Customer-related intangibles
Marketing related intangibles
Useful life
5 to 10 years
3 to 10 years
(viii) Leases
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 profit and
loss 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.
(ix) Inventories
Inventories are valued at lower of cost and net
realizable value, including necessary provision for
obsolescence. Cost is determined using the weighted
average method.
(x)
Impairment
A) Financial assets
The Company applies the expected credit loss model
for recognizing impairment loss on financial assets
measured at amortized cost, debt instruments at
FVTOCI, lease receivables, trade receivables and
other financial assets. Expected credit loss is the
difference between the contractual cash flows and
the cash flows that the entity expects to receive,
discounted using the effective interest rate.
Loss allowances for trade receivables and lease
receivables are measured at an amount equal to
lifetime expected credit loss. Lifetime expected credit
losses are the expected credit losses that result from
all possible default events over the expected life of a
financial instrument. Lifetime expected credit loss is
computed based on a provision matrix which takes in
to account risk profiling of customers and historical
credit loss experience adjusted for forward looking
information. For other financial assets, expected
credit loss is measured at the amount equal to
twelve months expected credit loss unless there has
been a significant increase in credit risk from initial
recognition, in which case those are measured at
lifetime expected credit loss. Refer note 2 (iii) (g) for
further information.
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 of disposal (FVLCD) and its value-in-use
(VIU). The VIU of long-lived assets is calculated
using projected future cash flows. FVLCD of a cash
generating unit is computed using turnover and
earnings multiples. 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 profit and loss. 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
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Annual Report 2016-17
-generating units which represents the lowest level at
which goodwill is monitored for internal management
purposes. An impairment in respect of goodwill is not
reversed.
(xi) Employee benefits
A) Post-employment and pension plans
The Group participates in various employee benefit
plans. Pensions and other post-employment benefits
are classified as either defined contribution plans or
defined benefit plans. Under a defined contribution
plan, the Company’s only obligation is to pay a
fixed amount with no obligation to pay further
contributions if the fund does not hold sufficient
assets to pay all employee benefits. The related
actuarial and investment risks are borne by 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 are borne by
the Company. The present value of the defined benefit
obligations is calculated by an independent actuary
using the projected unit credit method.
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.
Consolidated Financial Statements under Ind AS
b. Superannuation
Superannuation plan, a defined contribution
scheme is administered by third party funds.
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 third party funds.
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 in other
comprehensive income, net of taxes.
d. Termination benefits
Termination benefits are expensed when the
Company can no longer withdraw the offer of
those benefits.
e. 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.
f. 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
Wipro Limited
209
Consolidated Financial Statements under Ind AS
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.
(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.
(xii) Share based payment transactions
a) Services
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 profit
and loss with a corresponding increase to the share
based payment reserve, a component of equity.
The equity instruments generally vest in a graded
manner over the vesting period. The fair value
determined at the grant date is expensed over the
vesting period of the respective tranches of such
grants (accelerated amortization). The share based
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.
The Company recognizes revenue when the significant
terms of the arrangement are enforceable, services
have been delivered and the collectability is
reasonably assured. The method for recognizing
revenues and costs depends on the nature of the
services rendered:
A. Time and materials contracts
Revenues and costs relating to time and
materials contracts are recognized as the
related services are rendered.
B. Fixed-price contracts
Revenues from fixed-price contracts, including
systems development and integration contracts
are recognized using the “percentage-of-
completion” method. Percentage of completion
is determined based on project costs incurred
to date as a percentage of total estimated
project costs required to complete the project.
The cost expended (or input) method has been
used to measure progress towards completion
as there is a direct relationship between input
and productivity. If the Company does not have
a sufficient basis to measure the progress of
completion or to estimate the total contract
revenues and costs, revenue is recognized
only to the extent of contract cost incurred for
which recoverability is probable. When total cost
estimates exceed revenues in an arrangement,
the estimated losses are recognized in the
statement of profit and loss in the period in
which such losses become probable based on
the current contract estimates.
‘Unbilled revenues’ 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
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Annual Report 2016-17
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.
Consolidated Financial Statements under Ind AS
an asset and amortized over the contract term
as reduction of revenue.
•
Contract expenses are recognized as expenses
by reference to the stage of completion of
contract activity at the end of the reporting
period.
(xv) Finance costs
Finance costs comprise interest cost on borrowings,
gain or losses arising on re-measurement of financial
assets at FVTPL, 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
profit and loss using the effective interest method.
(xvi) Other income
Other income comprises interest income on deposits,
dividend income and gains / (losses) on disposal of
investments. Interest income is recognized using
the effective interest method. Dividend income is
recognized when the right to receive payment is
established.
c) Multiple element arrangements
(xvii) Income tax
Revenue from contracts with multiple-element
arrangements are recognized using the guidance
in Ind AS 18, Revenue. The Company allocates the
arrangement consideration to separately identifiable
components based on their relative fair values or
on the residual method. Fair values are determined
based on sale prices for the components when it
is regularly sold separately, third-party prices for
similar components or cost plus an appropriate
business-specific profit margin related to the
relevant component.
d) Others
•
•
•
•
The Company accounts for volume discounts
and pricing incentives to customers by reducing
the amount of revenue recognized at the time of
sale.
Revenues are shown net of sales tax, value added
tax, service tax and applicable discounts and
allowances. Revenue includes excise duty.
The Company accrues the estimated cost of
warranties at the time when the revenue is
recognized. The accruals are based on the
Company’s historical experience of material
usage and service delivery costs.
Costs that relate directly to a contract and
incurred in securing a contract are recognized as
Income tax comprises current and deferred tax.
Income tax expense is recognized in the statement
of profit and loss 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 amounts 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
Wipro Limited
211
Consolidated Financial Statements under Ind AS
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.
1 April 2015, and have not been applied in preparing
these financial statements. The amendments to
standards that could have potential impact on the
financial statements of the Company are:
Deferred income tax assets are recognized to the
extent it is probable that taxable profit will be
available against which the deductible temporary
differences and the carry forward of unused tax
credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for
all taxable temporary differences except in respect
of taxable temporary differences associated
with investments in subsidiaries, associates and
foreign branches where the timing of the reversal
of the temporary difference can be controlled and
it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred income tax assets is
reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of
the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are
measured at the tax rates that are expected to apply
in the period when the asset is realized or the liability
is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at the
reporting date.
The Company offsets deferred income tax assets
and liabilities, where it has a legally enforceable
right to offset current tax assets against current
tax liabilities, and they relate to taxes levied by the
same taxation authority on either the same taxable
entity, or on different taxable entities where there is
an intention to settle the current tax liabilities and
assets on a net basis or their tax assets and liabilities
will be realized simultaneously.
(xviii) Earnings per share
Basic earnings per share is computed using
the weighted average number of equity shares
outstanding during the period adjusted for treasury
shares held. Diluted earnings per share is computed
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.
New accounting standards not yet adopted:
Certain amendments to accounting standards are
not yet effective for annual periods beginning after
Amendment to Ind AS 7:
In March 2017, the Ministry of Corporate Affairs
issued the Companies (Indian Accounting Standards)
(Amendments) Rules, 2017, notifying amendments
to Ind AS 7, ‘Statement of cash flows’. These
amendments are in accordance with the amendments
made by International Accounting Standards Board
(IASB) to IAS 7, ‘Statement of cash flows’ in January
2016, requiring the entities to provide disclosures
that enable users of financial statements to evaluate
changes in liabilities arising from financing activities,
including both changes arising from cash flows
and non-cash changes, suggesting inclusion of a
reconciliation between the opening and closing
balances in the balance sheet for liabilities arising
from financing activities, to meet the disclosure
requirement. The amendments are applicable to the
Company for annual periods commencing on or after
from April 1, 2017. The Company is assessing the
disclosure requirements of the amendment and the
effect on its financial statements.
4. Notes on transition to Ind AS
These financials statements are prepared in
accordance with Ind AS. For years up to and including
the year ended March 31, 2016, the Company
prepared its financial statements in accordance with
Indian GAAP (i.e., Previous GAAP).
Accordingly, the Company has prepared financial
statements which comply with Ind AS for periods
ending on March 31, 2017, together with the
comparative period data as at and for the year
ended March 31, 2016. In preparing these financial
statements, the Company’s opening balance sheet
was prepared as at April 1, 2015, the Company’s date
of transition to Ind AS.
Exemptions from retrospective application:
In preparation of the Ind AS financial statements, the
Company has:
1.
2.
Elected to apply Ind AS 103, Business
Combinations, retrospectively to past business
combinations from April 1, 2008.
Elected to adopt the Previous GAAP carrying
value of Property, Plant and Equipment as
deemed cost on date of transition.
212
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
Reconciliations between Previous GAAP and Ind AS
i.
Effect of Ind AS adoption on equity as at March 31, 2016 and April 1, 2015
As at
March 31, 2016
As at
April 1, 2015
Notes
Equity under Previous GAAP attributable to :
Equity holders of the Company(1)
Non-controlling interest
Total equity under Previous GAAP
Effect of transition to Ind AS
Impact of application of Ind AS 103 to past business combinations
Fair valuation of investments
Provisions for expected credit loss
Dividend and tax on dividend
Incremental deferred tax recognized, net
Others
Equity under Ind AS attributable to :
Equity holders of the Company(1)
Non-controlling interest
446,886
2,224
` 449,110
9,930
2,135
(1,404)
2,959
543
387
` 463,660
461,448
2,212
370,920
1,646
` 372,566
11,253
1,338
(1,243)
20,656
454
260
` 405,284
403,650
1,634
A
B
C
D
I
(1) includes share capital of `4,941 and `4,937 as at March 31, 2016 and April 1, 2015, respectively.
ii. Effect of Ind AS adoption on total comprehensive income for the year ended March 31, 2016
Year ended
March 31, 2016
Notes
Net income under Previous GAAP attributable to :
Equity holders of the Company
Non-controlling interest
Net income under Previous GAAP
Effect of transition to Ind AS
Impact of retrospective application of Ind AS 103
Fair valuation of investments
Expected credit loss provisions
Employee benefits
Share based compensation expense
Tax impact on above, net
Others
Profit for the year under Ind AS attributable to :
Equity holders of the Company
Non-controlling interest
Ind AS adjustments in other comprehensive income, net of tax:
Items that will not be reclassified subsequently to the statement of profit or loss:
Defined benefit plan actuarial gains/ (losses)
Net change in fair value of financial instruments through OCI
Income tax relating to items that will not be reclassified to profit and loss
Items that will be reclassified subsequently to the statement of profit or loss:
Foreign currency translation differences
Net change in fair value of forward contracts designated as cash flow Hedges
Net change in fair value of financial instruments through OCI
Income tax relating to items that will be reclassified to profit and loss
Total other comprehensive income for the year, net of taxes
Total comprehensive income for the year attributable to:
Equity holders of the Company
Non-controlling interest
` 89,597
492
90,089
(1,524)
347
(160)
1,010
108
(202)
(97)
` 89,571
89,079
492
(1,010)
24
215
4,756
(1,900)
396
227
` 2,708
` 92,279
91,701
578
A
B
C
E
F
I
E
B
I
G
H
B
I
Wipro Limited
213
Consolidated Financial Statements under Ind AS
Notes to equity and total comprehensive income reconciliation:
A)
B)
C)
D)
E)
F)
G)
H)
Impact of retrospective application of Ind AS 103: Under the Previous GAAP, assets and liabilities arising
from a business combination were recognized at carrying value in the books of the acquired entity. Further,
under the Previous GAAP, amalgamation of subsidiaries was recorded under the pooling of interest method
and the difference between the amount of investment and carrying value of assets and liabilities has been
adjusted in the reserves. Under Ind AS, all the assets and liabilities arising from a business combination are
identified and recorded at fair value. Accordingly, a portion of purchase price is allocated towards identified
intangibles in respect of business combinations. Effect of Ind AS adoption on total comprehensive income
represents the amortization charge on such intangibles assets.
Change in fair valuation of investments: Under the Previous GAAP, current investments were measured at
lower of cost or fair value and long term investments were measured at cost less diminution in value which
is other than temporary. Under Ind AS,investments are measured at fair value and the mark-to-market gains/
losses are recognized either through profit or loss (FVTPL) or through other comprehensive income (FVTOCI)
based on the business model test. Effect of Ind AS adoption on total comprehensive income represents the
mark-to-market gains/ losses on investment.
Expected credit loss: Under the Previous GAAP, loss provision for trade receivables was created based on
credit risk assessment. Under Ind AS, these provisions are based on assessment of risk of default and timing
of collection.
Proposed dividend: Under the Previous GAAP, dividend payable including dividend distribution tax was
recorded as a liability in the period to which it relates. Under Ind AS, dividend to holders of equity instruments
is recognized as a liability in the period in which the obligation to pay is established (post approval of
shareholders in the Annual General Meeting).
Employee benefits: Under the Previous GAAP, actuarial gains and losses on defined benefit obligations were
recognized in the statement of profit and loss. Under Ind AS, these are recognized in other comprehensive
income. This difference has resulted in an increase in net income for the year ended March 31, 2016. However,
the same does not result in difference in equity or total comprehensive income.
Share based compensation expenses: Under the Previous GAAP, the share based compensation cost was
amortized over the vesting period on a straight line basis. Under Ind AS, the share based compensation cost
is determined based on the Company’s estimate of equity instruments that will eventually vest and amortized
over the vesting period on an accelerated basis. However, the same does not result in difference in equity.
Foreign currency translation differences: Under Ind AS, exchange differences on translation of foreign
operations are recorded through other comprehensive income.
Change in fair value of forward contracts designated as cash flow hedges: Under Ind AS, changes in the fair
value of derivative hedging instruments designated and effective as a cash flow hedge are recognized through
other comprehensive income.
I)
Tax impact (net): Tax adjustments include deferred tax impact on account of differences between the Previous
GAAP and Ind AS.
5. Property, plant and equipment
Land
Buildings
Plant and
machinery*
Furniture
fixtures
Office
equipment
Vehicle
Total
Gross carrying value:
As at April 1, 2015
Translation adjustment
Additions/adjustments
Acquisition through business
combinations
Disposals / adjustments
As at March 31, 2016
` 3,685
10
-
-
` 24,319
209
1,799
105
` 79,514
1,720
15,424
4,462
` 8,380
53
1,327
121
` 4,221
26
464
41
` 830 ` 120,949
2,017
19,076
4,763
(1)
62
34
-
` 3,695
(539)
` 25,893
(1,620)
` 99,500
(273)
` 9,608
(342)
` 4,410
(336)
(3,110)
` 589 ` 143,695
214
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
Land
Buildings
(15)
-
134
(69)
1,133
446
Plant and
machinery*
(1,377)
16,572
835
Furniture
fixtures
(67)
1,214
1
Office
equipment
(66)
1,028
76
Vehicle
Total
3
23
-
(1,591)
19,970
1,492
-
` 3,814
(18)
` 27,385
(6,643)
` 108,887
(532)
` 10,224
(21)
` 5,427
(183)
` 432
(7,397)
` 156,169
` -
-
-
-
` -
-
-
-
` -
` 4,508
73
861
(142 )
` 5,300
(39)
1,054
(3)
` 6,312
` 56,594
1,113
11,379
(974 )
` 68,112
(816)
14,906
(5,250 )
` 76,952
` 7,159
51
800
(294)
` 7,716
(38)
619
(334)
` 7,963
` 3,685
` 3,695
` 3,814
` 19,811
` 20,593
` 21,073
` 22,920
` 31,388
` 31,935
` 1,221
` 1,892
` 2,261
` 3,384
29
292
(198)
3,507
(37)
498
(58)
` 3,910
` 837
` 903
` 1,517
` 809
-
19
(324 )
` 504
2
28
(169)
` 365
` 72,454
1,266
13,351
(1,932)
` 85,139
(928)
17,105
(5,814)
` 95,502
` 21
` 85
` 67
` 48,495
` 58,556
` 60,667
` 3,951
` 3,806
` 7,377
Translation adjustment
Additions/adjustments
Acquisition through business
combinations
Disposals / adjustments
As at March 31, 2017
Accumulated depreciation/
impairment:
As at April 1, 2015
Translation adjustment
Depreciation
Disposals / adjustments
As at March 31, 2016
Translation adjustment
Depreciation
Disposals / adjustments
As at March 31, 2017
Net book value
At April 1, 2015
At March 31, 2016
At March 31, 2017
Capital work-in-progress
At April 1, 2015
At March 31, 2016
At March 31, 2017
*
Includes net carrying value of computer equipment and software amounting to ` 19,200, ` 20,365 and `12,682
as at March 31, 2017, March 31, 2016 and April 1, 2015 respectively.
Interest capitalized by the Company was ` 89 and ` 73 for the year ended March 31, 2017 and March 31, 2016
respectively. The capitalization rate used to determine the amount of borrowing cost capitalized for the year
ended March 31, 2017 and March 31, 2016 are 2.41% and 4.80%, respectively.
6. Goodwill and Other intangible assets
The movement in goodwill balance is given below:
Balance at the beginning of the year
Translation adjustment
Acquisition through business combinations, net
As at
March 31, 2017 March 31, 2016
` 64,689
3,213
30,492
` 98,394
` 98,394
(4,242)
28,124
` 122,276
Acquisition through business combinations for the year ended March 31, 2017, includes goodwill recognized on
the acquisition of Appirio. Also refer note 7 to the consolidated financial statements.
Wipro Limited
215
Consolidated Financial Statements under Ind AS
The Company is organized by two operating segments: IT Services and IT Products.
IT Services
As at
March 31, 2017 March 31, 2016
` 98,394
`98,394
` 122,276
` 122,276
April 1, 2015
` 64,689
` 64,689
Goodwill recognized on business combinations is allocated to Cash Generating Units (CGUs), within the IT Services
operating segment, which are expected to benefit from the synergies of the acquisitions.
During the year ended March 31, 2017, the Company realigned its CGUs (also refer note 37). Consequently, goodwill
has been allocated to the new CGUs as follows:
Banking Financial Services and Insurance (BFSI)
Healthcare and Life Sciences (HLS)
Consumer (CBU)
Energy, Natural Resources and Utilities (ENU)
Manufacturing and Technology (MNT)
Communication (COMM)
As at
March 31, 2017
` 19,912
48,144
17,442
16,393
19,480
905
` 122,276
Following table presents the allocation of goodwill to the CGUs for the year ended March 31, 2016 and April 1, 2015.
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)
As at
March 31, 2016
` 15,725
38,096
10,712
16,550
12,559
4,752
` 98,394
April 1, 2015
` 14,101
14,080
9,426
15,768
8,169
3,145
` 64,689
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. Goodwill is tested for impairment at least annually in accordance with the Company’s procedure for determining
the recoverable value of each CGU.
The recoverable amount of the CGU is determined on the basis of Fair Value Less Cost of Disposal (FVLCD). The FVLCD
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 categorized as a level 2 fair value based on the
inputs in the valuation techniques used.
Based on the above testing, no impairment was identified as of March 31, 2016 and 2017 as the recoverable value of
the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as of March 31, 2016 and 2017
were at risk of impairment. An analysis of the calculation’s sensitivity to a change in the key parameters (turnover and
earnings multiples), did not identify any probable scenarios where the CGU’s recoverable amount would fall below its
carrying amount.
216
Annual Report 2016-17
The movement in intangible assets is given below:
Consolidated Financial Statements under Ind AS
Gross carrying value:
As at April 1, 2015
Translation adjustment
Disposal adjustment
Acquisition through business combinations
As at March 31, 2016
Translation adjustment
Disposal adjustment
Acquisition through business combinations
As at March 31, 2017
Accumulated depreciation/ impairment:
As at April 1, 2015
Translation adjustment
Disposal adjustment
Amortization
As at March 31, 2016
Translation adjustment
Disposal adjustment
Amortization
As at March 31, 2017
Net book value
As at April 1, 2015
As at March 31, 2016
As at March 31, 2017
Customer
related
Intangible assets
Marketing
related *
` 10,617
292
-
7,451
18,360
(546)
-
2,714
20,528
2,936
-
-
1,228
4,164
(7)
-
5,107
` 9,264
` 7,681
` 14,196
` 11,264
` 905
120
189
1,373
2,587
(314)
-
4,006
6,279
655
70
-
217
942
(68)
-
747
` 1,621
` 250
` 1,645
` 4,658
Total
` 11,522
412
189
8,824
20,947
(860)
-
6,720
26,807
3,591
70
-
1,445
5,106
(75)
-
5,854
` 10,885
` 7,931
` 15,841
` 15,922
* Marketing related intangible assets include Technical Know-how, patents and trademarks and non-compete.
Acquisition through business combinations for the year ended March 31, 2017, includes intangible assets recognized
on the acquisitions of Appirio. Also, refer note 7 to the consolidated financial statements.
As of March 31, 2017, the estimated remaining amortization period for intangibles acquired on acquisitions are as follows:
Acquisition
Global oil and gas information technology practice of the
Commercial Business Services Business Unit of Science
Applications International Corporation
Promax Application Group
Opus Capital Markets Consultants LLC
ATCO I-Tek
Designit AS
Cellent AG
HealthPlan Services
Appirio Inc.
Estimated remaining
amortization period
3.25 – 4.25 years
5.25 years
1.75 – 3.75 years
7.50 years
1.25 – 3.25 years
3.75 – 5.75 years
2 – 6 years
3.50 – 9.50 years
Wipro Limited
217
Consolidated Financial Statements under Ind AS
7. Business combination
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 strengthens 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 ` 6,501 (EUR 93 million)
which includes a deferred earn-out component of ` 2,108 (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 intangible assets
Total
Goodwill
Total purchase price
Pre-acquisition
carrying amount
` 586
-
-
-
-
` 586
Fair value
adjustments
`
-
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 year ended March 31, 2016, the Company concluded the fair value adjustments of the assets acquired
and liabilities assumed on acquisition. Comparatives have not been retrospectively revised as the amounts are
not material.
During the year ended March 31, 2017, an amount of ` 83 million was paid to the sellers representing earn-out
payments for the first earn-out period.
Additionally, during the year ended March 31, 2017, as a result of changes in estimates of revenue and earnings
over the remaining earn-out period, the fair value of earn-out liability was revalued at ` 293 million. The revision
of estimates has also resulted in reduction in the carrying value of intangibles recognized on acquisition and
an impairment charge has been recorded. Accordingly, a net gain of ` 1,032 million has been recorded in the
consolidated statement of profit of loss.
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 provides 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 ` 5,686 (EUR 78.8 million),
net of ` 114 received during the year ended March 31, 2017 on conclusion of working capital adjustments which
has resulted in reduction of goodwill.
218
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
The following table presents the allocation of purchase price:
Description
Net assets
Customer related intangibles
Brand
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Pre-acquisition
carrying amount
` 846
-
-
-
` 846
Fair value
adjustments
` -
1,001
317
(391)
` 927
Purchase price
allocated
`846
1,001
317
(391)
` 1,773
3,913
` 5,686
Net assets acquired include ` 367 of cash and cash equivalents and trade receivables valued at ` 1,437.
The goodwill of ` 3,913 comprises value of acquired workforce and expected synergies arising from the acquisition.
Goodwill is not deductible for income tax purposes.
During the year ended March 31, 2017, the Company concluded the fair value adjustments of the assets acquired
and liabilities assumed on acquisition. Comparatives have not been retrospectively revised as the amounts are
not material.
The pro-forma effects of this acquisition on the Company’s results were not material.
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 ` 30,850 (USD 450.9 million), net of ` 219 concluded as
working capital adjustment during the year ended March 31, 2017. The consideration 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.
During the year ended March 31, 2017, the Company concluded the fair value adjustments of the assets acquired
and liabilities assumed on acquisition. Comparatives have not been retrospectively revised as the amounts are
not material.
The following table presents the allocation of purchase price:
Description
Net assets
Technology platform
Customer related intangibles
Non-compete agreement
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Pre-acquisition
carrying amount
` 36
1,087
-
-
-
` 1,123
Fair value
adjustments
` 1,604
1,888
5,791
315
(3,039)
` 6,559
Purchase price
allocated
` 1,640
2,975
5,791
315
(3,039)
` 7,682
22,590
` 30,272
Wipro Limited
219
Consolidated Financial Statements under Ind AS
Net assets acquired include ` 47 of cash and cash equivalents and trade receivables valued at ` 2,472.
The goodwill of ` 22,590 comprises value of acquired workforce and expected synergies arising from the acquisition.
Goodwill is not deductible for income tax purposes.
During the year ended March 31, 2017, uncertainties around regulatory changes relating to the Affordable Care
Act have led to a significant decline in the revenue and earnings estimates, resulting in revision of fair value of
earn-out liability to ` 65 million. Further, this has resulted in reduction in the carrying value of certain intangible
assets recognized on acquisition and accordingly an impairment charge has been recorded. Consequently, a net
loss of ` 1,351 million has been recorded in the consolidated statement of profit and loss.
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 ` 88,318 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.
Summary of material acquisitions during the year ended March 31, 2017 is given below:
Viteos Group
Previously, the Company had announced on December 23, 2015, the signing of a definitive agreement to acquire
Viteos Group. However, due to inordinate delays in completion of closing conditions that exceeded the target
closing date and expiration date under the terms of the agreement, both parties decided not to proceed with the
acquisition.
Appirio Inc.
On November 23, 2016, the Company obtained full control of Appirio Inc. (“Appirio”). Appirio is a global services
company that helps customers create next-generation employee and customer experiences using latest cloud
technology services. This acquisition will strengthen Wipro’s cloud application service offerings. The acquisition
was consummated for a consideration of ` 32,414 (USD 475.7 million).
The following table presents the provisional allocation of purchase price:
Description
Net assets
Technology platform
Customer related intangibles
Brand
Alliance relationship
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Pre-acquisition
carrying amount
` 526
436
-
180
-
-
` 1,142
Fair value
adjustments
(29)
(89)
2,323
2,968
858
(2,791)
` 3,240
Purchase price
allocated
` 497
347
2,323
3,148
858
(2,791)
` 4,382
28,032
` 32,414
Net assets acquired include ` 85 of cash and cash equivalents and trade receivables valued at ` 2,363.
The goodwill of ` 28,032 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 adjustments to purchase consideration on account of
working capital changes and other consequential movements in 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, 2016, management estimates that consolidated revenue for the Company
would have been ` 559,575 and the profit after taxes would have been `85,460 for twelve months ended March
31, 2017. 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.
220
Annual Report 2016-17
8.
Investments
Financial instruments at FVTPL
Investments in liquid and short-term mutual funds (1)
Others – Debentures
Financial instruments at FVTOCI
Equity instruments (refer note 8.1)
Commercial paper, Certificate of deposits and bonds
(refer note 8.2)
Financial instruments at amortized cost
Inter corporate and term deposits (2) (3)
Included in the consolidated balance sheet as follows:
Non-current
Current
Aggregate amount of quoted investments and market
value thereof
Current
Aggregate amount of unquoted investments
Non-current
Current
Consolidated Financial Statements under Ind AS
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 104,675
569
5,303
145,614
` 10,578
816
4,907
121,676
42,972
` 299,133
71,174
` 209,151
` 7,103
` 292,030
`4,907
` 204,244
`10,202
822
3,867
43,072
39,731
` 97,694
`3,867
` 93,827
` 104,675
`11,672
`12,248
` 7,103
` 144,383
`4,907
` 121,398
`3,867
` 41,848
(1) Investments in liquid and short-term mutual funds include investments amounting to ` 117 (March 31, 2016
and April 1, 2015: ` 109 and ` Nil respectively) pledged as margin money deposits for entering into currency
future contracts.
(2) These deposits earn a fixed rate of interest.
(3) Term deposits include deposits in lien with banks amounting to ` 308 (March 31, 2016 and April 1, 2015: ` 300
and ` 300 respectively).
Details of investments:
8.1 Details of investments in equity instruments – classified as FVTOCI
Particulars
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
Tradeshift Inc.
Avaamo Inc.
IntSights Cyber Intelligence Limited
Investments in convertible notes
Vicarious FPC, Inc
Total
Number of shares
As at
March31,
2016
March 31,
2017
94,527
44,935
306,000
April 1,
2015
2,390,433 2,390,433 2,390,433
94,527
94,527
44,935
44,935
306,000
306,000
1,836,000 1,836,000 1,836,000
-
1,395,034 1,395,034
-
4,757,373 4,757,373
-
267,600
-
16,018
-
317,027
-
-
-
-
-
-
-
-
-
-
267,600
16,018
317,027
-
384,615
687,616
1,716,512
-
Carrying value
As at
March 31,
2016
` 3,472
293
45
42
40
478
128
19
98
68
33
-
-
-
191
March 31,
2017
` 3,232
304
45
42
97
454
130
19
98
65
94
324
65
143
191
April 1,
2015
` 3,434
293
45
70
25
-
-
-
-
-
-
-
-
-
-
` 5,303
` 4,907
` 3,867
Wipro Limited
221
Consolidated Financial Statements under Ind AS
8.2 Investmexnt in certificate of deposits/ bonds – classified as FVTOCI
Particulars of issuer
National Highways Authority of India
L&T Infrastructure Finance Company Limited
Kotak Mahindra Prime Limited
IDFC Limited
HDB Financial Services Limited
LIC Housing Finance Limited
Housing Development Finance Corporation Limited
Tata Capital Financial Services Limited
Aditya Birla Finance Limited
L&T Housing Finance Limited
Sundaram Finance Limited
Mahindra & Mahindra Financial Services Limited
Shriram Transport Finance Limited
Kotak Mahindra Investments Limited
Indian Railway Finance Corporation Limited
Bajaj Finance Limited
Tata Capital Housing Finance Limited
Gruh Finance Limited
Power Finance Corporation Limited
Canfin Homes Limited
L&T Floating Rate Bond
NABARD
NTPC Limited
Rural Electrification Corporation Limited
Indian Government Bonds
IL&FS Financial Services Limited
Allahabad Bank
Andhra Bank
Axis Bank Limited
Syndicate Bank
IDBI Bank Limited
Tube Investments of India Limited
Bharat Aluminium Company Limited
Export Import Bank of India
Mahindra Vehicle Manufacturers Limited
Total
Balance as at
March 31, 2017 March 31, 2016
` 16,881
13,317
9,988
1,587
2,940
13,683
10,600
6,693
6,313
1,293
6,335
6,839
-
2,495
3,557
6,387
-
-
1,070
-
-
416
404
404
3,535
1,785
999
999
999
999
998
160
-
-
-
` 121,676
` 18,361
12,089
11,955
11,570
11,479
9,812
9,061
7,293
7,085
7,065
6,832
6,724
6,545
6,358
3,776
2,937
2,119
1,024
958
753
530
440
425
423
-
-
-
-
-
-
-
-
-
-
-
` 145,614
April 1, 2015
` -
5,012
4,068
-
-
5,266
1,072
-
2,177
204
4,030
2,850
-
993
-
4,862
4,574
-
374
-
-
-
-
-
3,384
3,236
-
-
-
-
-
161
267
268
274
` 43,072
222
Annual Report 2016-17
9.
Financial instruments
Offsetting financial assets and liabilities
The following table contains information on financial assets and liabilities subject to offsetting:
Consolidated Financial Statements under Ind AS
Financial assets
Trade receivables and unbilled revenue
Gross amount recognized Trade receivables and unbilled
revenue
Gross amounts of recognized financial liabilities set off in
the consolidated balance sheet
Net amounts of Trade receivables and unbilled revenue
presented in the consolidated balance sheet
Financial liabilities
Trade payables
Gross amount recognized Trade payables
Gross amounts of recognized financial assets set off in the
consolidated balance sheet
Net amounts of Trade payables presented in the
consolidated balance sheet
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 148,838
` 152,759
` 135,710
(4,899)
(3,510)
(3,084)
` 143,939
` 149,249
` 132,626
` 53,572
(4,899)
` 52,531
(3,510)
` 43,083
(3,084)
` 48,673
` 49,021
` 39,999
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 and hence are not offset.
Fair value
The fair value of cash and cash equivalents, trade receivables, unbilled revenues, borrowings, trade payables, other
current financial assets and liabilities approximate their carrying amount largely due to the short-term nature of
these instruments. The Company’s long-term debt has been contracted at market rates of interest. Accordingly,
the carrying value of such long-term debt approximates fair value. Further, finance lease receivables that are
overdue are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation,
the Company records allowance for estimated losses on these receivables. As of March 31, 2017, March 31, 2016
and April 1, 2015, the carrying value of such receivables, net of allowances approximates the fair value.
Investments in liquid and short-term mutual funds, which are classified as FVTPL are measured using net asset
values at the reporting date multiplied by the quantity held. Fair value of investments in certificate of deposits,
commercial papers classified as FVTOCI is determined based on the indicative quotes of price and yields prevailing in
the market at the reporting date. Fair value of investments in equity instruments classified as FVTOCI is determined
using market and income approaches.
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
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have
been defined as follows:
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).
Wipro Limited
223
Consolidated Financial Statements under Ind AS
The following table presents fair value of hierarchy of assets and liabilities measured at fair value on a recurring
basis:
As at March 31, 2017
Fair value measurements at reporting date using
Total
Level 1
Level 2
Level 3
- Investment in liquid and short-term mutual funds
- Other investments
- Investment in equity instruments
- Commercial paper, Certificate of deposits and bonds
- Investment in liquid and short-term mutual funds
- Other investments
- Investment in equity instruments
- Commercial paper, Certificate of deposits and bonds
Particulars
Assets
Derivative instruments:
- Cash flow hedges
- Others
Investments:
Liabilities
Derivative instruments:
- Cash flow hedges
- Others
Contingent consideration
Particulars
Derivative instruments:
- Cash flow hedges
- Others
Investments:
Liabilities
Derivative instruments:
- Cash flow hedges
- Others
Contingent consideration
Particulars
Assets
Derivative instruments
- Cash flow hedges
- Net investment hedges
- Others
Investments:
` 7,307
2,546
104,675
569
5,303
145,614
(55)
(2,655)
(339)
` -
-
` 7,307
2,120
104,675
-
-
-
-
569
-
145,614
-
-
-
(55)
(2,655)
-
` -
426
-
-
5,303
-
-
-
(339)
As at March 31, 2016
Fair value measurements at reporting date using
Total
Level 1
Level 2
Level 3
` 3,072
2,737
10,578
816
4,907
121,676
(706)
(1,753)
(2,251)
` -
-
10,578
-
-
1,094
` 3,072
2,179
-
816
-
120,582
` -
558
-
-
4,907
-
-
-
-
(706)
(1,753)
-
-
-
(2,251)
As at April 1, 2015
Fair value measurements at reporting date using
Total
Level 1
Level 2
Level 3
- Investment in liquid and short-term mutual funds
- Other investments
- Investment in equity instruments
- Commercial paper, Certificate of deposits and bonds
` 4,237
140
1,248
10,202
822
3,867
43,072
` -
-
-
10,202
-
-
2,046
` 4,237
140
724
-
822
-
41,026
` -
-
524
-
-
3,867
-
224
Annual Report 2016-17
Particulars
Liabilities
Derivative instruments
- Cash flow hedges
- Net investment hedges
- Others
Contingent consideration
Consolidated Financial Statements under Ind AS
As at April 1, 2015
Fair value measurements at reporting date using
Total
Level 1
Level 2
Level 3
(80)
(264)
(480)
(110)
-
-
-
-
(80)
(264)
(480)
-
-
-
-
(110)
The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments
included in the above table.
Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with
various 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, 2017, 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.
Investment in commercial papers, certificate of deposits and bonds: Fair value of these instruments is derived
based on the indicative quotes of price and yields prevailing in the market as at reporting date.
Details of assets and liabilities considered under Level 3 classification:
Particulars
Opening balance as on April 1, 2015
Additions/adjustments
Gain/loss recognized in statement of profit and loss
Gain/loss recognized in foreign currency translation reserve
Gain/loss recognized in other comprehensive income
Finance expense recognized in statement of profit and loss
Balance as on March 31, 2016
Additions
Payouts
Gain/loss recognized in statement of profit and loss
Gain/loss recognized in foreign currency translation reserve
Gain/loss recognized in other comprehensive income
Finance expense recognized in statement of profit and loss
Closing balance as on March 31, 2017
Investments
in equity
instruments
` 3,867
1,016
-
-
24
-
` 4,907
620
-
-
(41)
(183)
-
` 5,303
Derivative
Assets –
Others
` 524
-
34
-
-
-
` 558
-
-
(132)
-
-
-
` 426
Liabilities –
Contingent
consideration
` (110)
(1,908)
-
(95)
-
(138)
` (2,251)
-
138
1,546
198
-
30
` (339)
Wipro Limited
225
Consolidated Financial Statements under Ind AS
Description of significant unobservable inputs to valuation:
As at March 31, 2017
Item
Valuation technique
Unquoted equity
investments
Discounted cash flow
model
Market multiple
approach
Derivative assets Option pricing model
Contingent
consideration
Probability weighted
method
As at March 31, 2016
Item
Valuation technique
Unquoted equity
investments
Discounted cash flow
model
Market multiple
approach
Derivative assets Option pricing model
Contingent
consideration
Probability weighted
method
As at April 1, 2015
Item
Valuation technique
Unquoted equity
investments
Discounted cash flow
model
Market multiple
approach
Derivative assets Option pricing model
Derivative assets and liabilities:
Significant
unobservable inputs
Long term growth rate
Discount rate
Revenue multiple
Volatility of comparable
companies
Time to liquidation event
Estimated revenue
achievement
Estimated earnings
achievement
Significant
unobservable inputs
Long term growth rate
Discount rate
Revenue multiple
Volatility of comparable
companies
Time to liquidation event
Estimated revenue
achievement
Estimated earnings
achievement
Significant
unobservable inputs
Long term growth rate
Discount rate
Revenue multiple
Volatility of comparable
companies
Time to liquidation event
Movement
by
Increase
(`)
Decrease
(`)
0.5%
0.5%
0.5x
2.5%
1 year
5%
1%
55
(93)
179
31
60
56
-
(51)
101
(186)
(31)
(69)
(56)
-
Movement
by
Increase
(`)
Decrease
(`)
0.5%
0.5%
0.5x
2.5%
1 year
1%
1%
57
(95)
182
31
60
36
37
(53)
103
(187)
(32)
(69)
(36)
(37)
Movement
by
Increase
(`)
Decrease
(`)
0.5%
0.5%
0.5x
2.5%
1 year
44
(85)
148
32
63
(40)
91
(152)
(33)
(85)
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 parties in these derivative
instruments are primarily banks and the Company considers the risks of non-performance by the counterparty
as non-material.
226
Annual Report 2016-17
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts
outstanding:
Consolidated Financial Statements under Ind AS
Designated derivative instruments
Sell – Forward contracts
Range Forward Option contracts
Par – Forward Contracts
Net investment hedge in foreign operations
Interest rate swaps
Non designated derivative instruments
Sell – Forward contracts
Range Forward Option contracts
Buy – Forward contracts
March31, 2017 March 31, 2016
April 1, 2015
As at
$
£
€
AUD
SAR
AED
$
€
$
$
$
$
£
€
AUD
¥
SGD
ZAR
CAD4
CHF
SAR
AED
PLN
$
$
886
280
228
129
-
-
130
-
-
-
-
889
82
83
51
-
3
262
1
-
49
69
31
-
750
$
£
€
AUD
SAR
AED
$
€
$
$
$
$
£
€
AUD
¥
SGD
ZAR
CAD
CHF
SAR
AED
PLN
$
$
897
248
271
139
19
7
25
7
-
-
150
1,280
55
87
35
490
3
110
11
10
58
7
-
18
822
$
£
€
AUD
SAR
AED
$
€
$
$
$
$
£
€
AUD
¥
SGD
ZAR
CAD
CHF
SAR
AED
PLN
$
$
790
198
220
83
-
-
43
-
3
145
150
1,304
67
60
53
490
13
69
30
10
-
-
-
-
790
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), net
Changes in fair value of effective portion of derivatives
Net (gain)/loss reclassified to statement of profit and loss on occurrence of
hedged transactions
Gain/(loss) on cash flow hedging derivatives, net
Balance as at the end of the year
Deferred tax thereon
Balance as at the end of the year, net of deferred tax
As at March 31,
2017
` 2,367
74
12,391
(7,507)
` 4,958
` 7,325
` (1,419)
` 5,906
2016
` 4,268
(3)
1,079
(2,977)
` (1,901)
` 2,367
`
(457)
` 1,910
The related hedge transactions for balance in cash flow hedging reserves as of March 31, 2017 are expected to
occur and be reclassified to the statement of profit and loss over a period of three years.
Wipro Limited
227
Consolidated Financial Statements under Ind AS
As at March 31, 2017 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. The incremental impact of such transactions on our cash flow and liquidity for the year ended March 31,
2017 and March 31, 2016 is not material.
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 consolidated balance sheet.
Financial risk management
General
Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change
in the price of a financial instrument. The value of a financial instrument may change as a result of changes in
the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive
instruments. Market risk is attributable to all market risk sensitive financial instruments including investments,
foreign currency receivables, payables and loans and borrowings.
The Company’s exposure to market risk is a function of investment and borrowing activities and revenue generating
activities in foreign currency. The objective of market risk management is to avoid excessive exposure of the
Company’s earnings and equity to losses.
Risk Management Procedures
The Company manages market risk through a corporate treasury department, which evaluates and exercises
independent control over the entire process of market risk management. The corporate treasury department
recommends risk management objectives and policies, which are approved by senior management and Audit
Committee. The activities of this department include management of cash resources, implementing hedging
strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits
and policies.
Foreign currency risk
The Company operates internationally and a major portion of its business is transacted in several currencies.
Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services
in the United States and elsewhere, and making purchases from overseas suppliers in various foreign currencies.
The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted
cash flows, payables and foreign currency loans and borrowings. A significant portion of the Company’s revenue
is in the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar,
while a large portion of costs are in Indian rupees. The exchange rate between the rupee and these currencies
has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the rupee
against these currencies can adversely affect the Company’s results of operations.
The Company evaluates exchange rate exposure arising from these transactions and enters into foreign currency
derivative instruments to mitigate such exposure. The Company follows established risk management policies,
including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows
denominated in foreign currency.
The Company has designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange
exposure of forecasted highly probable cash flows. The Company has also designated foreign currency borrowings
as hedge against respective net investments in foreign operations.
As of March 31, 2017, March 31, 2016 and April 1, 2015 respectively, a ` 1 increase/decrease in the spot exchange
rate of the Indian rupee with the U.S. dollar would result in approximately `1,155, `1,398 and `1,495 respectively
decrease/increase in the fair value of foreign currency dollar denominated derivative instruments.
228
Annual Report 2016-17
The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2017,
March 31, 2016 and April 1, 2015:
Consolidated Financial Statements under Ind AS
Trade receivables
Unbilled revenues
Cash and cash
equivalents
Other assets
Loans, borrowings and
bank overdrafts (1)
Trade payables
and other financial
liabilities
Net assets / (liabilities)
Trade receivables
Unbilled revenues
Cash and cash
equivalents
Other assets
Loans, borrowings and
bank overdrafts (1)
Trade payables
and other financial
liabilities
Net assets / (liabilities)
Trade receivables
Unbilled revenues
Cash and cash
equivalents
Other assets
Loans, borrowings and
bank overdrafts (1)
Trade payables
and other financial
liabilities
Net assets / (liabilities)
US $
` 33,388
15,839
15,752
1,612
(58,785)
Euro
As at March 31, 2017
Pound
Sterling
Australian
Dollar
` 4,663
2,801
1,178
1,437
(494)
` 5,078
4,454
571
190
(604)
` 2,547
2,024
335
1,568
(537)
Canadian
Dollar
` 890
577
2
Other
currencies#
` 4,218
2,926
675
Total
` 50,784
28,621
18,513
7
-
360
(509)
5,174
(60,929)
(22,339)
(4,284)
(4,605)
(1,453)
(443)
(2,136)
(35,260)
` (14,533)
` 5,301
` 5,084
` 4,484
` 1,033
` 5,534
` 6,903
US $
` 34,284
19,578
46,426
1,810
(65,180)
Euro
As at March 31, 2016
Pound
Sterling
Australian
Dollar
` 3,836
4,330
2,361
1,071
(6,109)
` 6,891
4,458
47
44
(221)
` 1,754
1,780
362
2,091
(776)
Canadian
Dollar
` 419
258
43
14
-
Other
currencies#
` 3,023
1,398
1,403
Total
` 50,207
31,802
50,642
171
-
5,201
(72,286)
(18,869)
(4,339)
(4,788)
(1,417)
(149)
(1,702)
(31,264)
` 18,049
` 1,150
` 6,431
` 3,794
` 585
` 4,293
` 34,302
US $
Euro
As at April 1, 2015
Pound
Sterling
Australian
Dollar
Canadian
Dollar
`29,586
16,430
40,465
1,393
(58,750)
`4,648
2,855
1,098
1,241
-
`8,603
5,099
842
308
(360)
`1,376
915
255
1,782
(932)
`211
196
26
12
-
Other
currencies#
`3,005
1,292
2,100
Total
`47,429
26,787
44,786
218
(227)
4,954
(60,269)
(22,296)
(2,923)
(4,149)
(797)
(119)
(1,571)
(31,855)
` 6,828
` 6,919
` 10,343
` 2,599
` 326
` 4,817
` 31,832
# Other currencies reflect currencies such as Singapore Dollars, Saudi Arabian Riyals etc.
(1) Includes current obligation under borrowings, term loan and financial leases classified under “Other current
financial liabilities”.
As at March 31, 2017 and March 31, 2016, respectively, every 1% increase/decrease of the respective foreign
currencies compared to functional currency of the Company would impact results by approximately ` 69 and
` 343 respectively.
Wipro Limited
229
Consolidated Financial Statements under Ind AS
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. Certain borrowings are also transacted at fixed interest rates. If
interest rates were to increase by 100 bps from March 31, 2017, additional net annual interest expense on floating
rate borrowing would amount to approximately ` 1,226.
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, 2017, March 31, 2016 and April 1, 2015, respectively and revenues for the year ended March 31, 2017
andMarch 31, 2016, respectively. There is no significant concentration of credit risk.
Financial assets that are neither past due nor impaired
Cash and cash equivalents, unbilled revenues, 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 ` 9,108,
` 8,709 and ` 5,510 as of March 31, 2017, March 31, 2016 and April 1, 2015 respectively. Of the total receivables,
` 68,571, ` 73,787 and ` 67,429 as of March 31, 2017, March 31, 2016 and April 1, 2015 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
Total
Counterparty risk
As at
March 31, 2017 March 31, 2016
`73,787
` 68,571
April 1, 2015
`67,429
` 8,259
3,929
3,410
19,203
` 34,801
` 103,372
`7,924
3,959
2,980
17,324
`32,187
` 105,974
`7,343
3,936
2,876
15,064
`29,219
` 96,648
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.
230
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
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, 2017, 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.
Contractual cash flows
Loans, borrowings and bank
overdrafts (1)
Trade payables
Derivatives liabilities
Other financial liabilities (1)
Contractual cash flows
Loans, borrowings and bank
overdrafts (1)
Trade payables
Derivatives liabilities
Other financial liabilities (1)
Contractual cash flows
Loans, borrowings and bank
overdrafts (1)
Trade payables
Derivatives liabilities
Other financial liabilities (1)
As at March 31, 2017
Less than
1 year
124,243
Carrying
value
` 142,412
1-2 years
2-4 years
4-7 years
Total
14,132
5,526
341
` 144,242
` 48,673
` 2,710
` 17,949
48,673
2,708
17,095
-
2
810
-
-
-
-
-
77
` 48,673
` 2,710
` 17,982
As at March 31, 2016
Less than
1 year
108,775
Carrying
value
`125,221
1-2 years
2-4 years
4-7 years
Total
4,416
13,194
315
` 126,700
`49,021
`2,459
` 22,283
49,021
2,340
20,393
-
82
828
-
37
1,831
-
-
54
`49,021
`2,459
` 23,106
As at April 1, 2015
Less than
1 year
66,526
Carrying
value
` 78,913
1-2 years
2-4 years
4-7 years
Total
1,827
11,609
116
` 80,078
` 39,999
` 824
` 19,266
39,999
753
639
-
39
75
-
22
288
-
10
70
` 39,999
` 824
` 1,072
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:
Cash and cash equivalents
Investments
Loans, borrowings and bank overdrafts (1)
Net Cash position
As at
March 31, 2017 March 31, 2016
`99,049
204,244
(125,221)
`178,072
` 52,710
292,030
(142,412)
` 202,328
April 1, 2015
`158,940
93,827
(78,913)
`173,854
(1) Includes current obligation under borrowings, term loan and financial leases classified under “Other current
financial liabilities”.
Wipro Limited
231
Consolidated Financial Statements under Ind AS
10. Trade receivables
Unsecured
Considered good
Considered doubtful
Less: Provision for doubtful receivables
Included in the consolidated balance sheet as follows:
Non-current
Current
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 98,844
9,108
107,952
(9,108)
` 98,844
` 3,998
` 94,846
` 100,976
8,709
109,685
(8,709)
` 100,976
`
1,362
` 99,614
` 90,288
5,510
95,798
(5,510)
` 90,288
` 2,443
` 87,845
The activity in the allowance for doubtful receivables is given below:
Balance at the beginning of the year
Additions during the year, net
Uncollectable receivables charged against allowance
Translation adjustments
Balance at the end of the year
11. Other financial assets
As at
March 31, 2017 March 31, 2016
` 5,510
3,247
(115)
67
` 8,709
` 8,709
2,427
(2,099)
71
` 9,108
Non-current
Security deposits
Other deposits
Finance lease receivables
(secured by underlying assets given on lease). (Refer note 32)
Interest receivables
Current
Security Deposits
Other deposits
Due from officers and employees
Finance lease receivables
(secured by underlying assets given on lease). (Refer note 32)
Interest receivable
Others
Considered doubtful
Less : Provision for doubtful loans and advances
Total
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 1,636
449
2,674
26
` 4,785
` 514
148
936
1,854
2,177
3,000
492
9,121
(492)
` 8,629
` 13,414
`1,659
548
2,964
17
` 5,188
`239
442
1,824
2,034
2,488
2,847
798
10,672
(798)
` 9,874
` 15,062
`1,472
460
2,899
7
` 4,838
`2,054
254
977
3,461
3,760
3,755
880
15,141
(880)
` 14,261
` 19,099
232
Annual Report 2016-17
12. Other assets
Non-current
Prepaid expenses including rentals for lease land and
deposits
Deferred contract costs
Capital advances
Current
Prepaid expenses
Due from officers and employees
Deferred contract costs
Balance with excise, customs and other authorities
Advances to suppliers
Others
Total
13.
Inventories
Raw materials
Work in progress
Finished goods [including goods in transit - ` 2 (` 2 and ` 7
for March 31, 2016 and April 1, 2015, respectively)]
Traded goods
Stores and spares
14. Cash and cash equivalents
Balances with banks
Current accounts
Unclaimed dividend
Demand deposits (1)(2)
Cheques, drafts on hand
Cash in hand
Consolidated Financial Statements under Ind AS
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 8,833
` 6,810
` 5,135
3,175
1,574
` 13,582
` 12,824
1,413
4,270
2,153
1,451
11
` 22,122
` 35,704
3,807
2,397
` 13,014
` 14,012
1,956
3,720
1,814
1,315
203
` 23,020
` 36,034
4,445
1,511
` 11,091
` 9,118
2,511
3,610
1,786
2,312
-
` 19,337
` 30,428
As at
March 31, 2017 March 31, 2016
` -
-
` -
-
April 1, 2015
` 3
2
7
3,101
807
` 3,915
7
4,512
871
` 5,390
As at
24
3,888
932
` 4,849
March 31, 2017 March 31, 2016
April 1, 2015
` 27,163
50
24,902
593
2
` 52,710
` 62,836
53
35,531
628
1
` 99,049
`46,074
25
111,742
1,070
29
` 158,940
(1) These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on
the principal.
(2) Demand deposits with banks include deposits in lien with banks amounting to ` Nil (March 31, 2016 and April
1, 2015: ` 3 and ` Nil respectively).
Wipro Limited
233
Consolidated Financial Statements under Ind AS
Cash and cash equivalents consists of the following for the purpose of the cash flow statement:
Cash and cash equivalents
Bank overdrafts
Specified bank notes -
As at
March 31, 2017 March 31, 2016
` 99,049
(657)
` 98,392
` 52,710
(1,992)
` 50,718
As per the Notification G.S.R 308(E) dated March 31, 2017 issued by the Ministry of Corporate Affairs, the Company
needs to provide the details of Specified Bank Notes (SBN) held and transacted during the period from November
8, 2016 to December 30, 2016. The term ‘Specified Bank Notes’ shall have the same meaning as provided in the
notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.
3407(E), dated the November 8, 2016. The details is provided in the table below:
Closing cash in hand as on November 8, 2016
(+) Permitted receipts
(-) Permitted payments
(-) Amount deposited in Banks
Closing cash in hand as on December 30, 2016
(1) Amounts in `, not rounded to million.
15. Share capital
SBNs(1)
12,500
-
-
(12,500)
-
Other
denomination
notes(1)
1,013
120,000
(117,813)
-
3,200
Total(1)
13,513
120,000
(117,813)
(12,500)
3,200
Authorised capital
2,917,500,000 (March 31, 2016 and March 31, 2015:
2,917,500,000) equity shares [Par value of ` 2 per share]
25,000,000 (March 31, 2016 and March 31, 2015:
25,000,000) 10.25 % redeemable cumulative preference
shares [Par value of ` 10 per share]
1,50,000 (2016 and 2015:1,50,000) 10% Optionally
convertible cumulative prefence shares
[Par value of ` 100 per share]
Issued, subscribed and fully paid-up capital
2,430,900,565 (March 31, 2016: 2,470,713,290 and April 1,
2015 : 2,469,043,038) equity shares of ` 2 each
Terms / Rights attached to equity shares
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 5,835
` 5,835
` 5,835
250
15
250
15
250
15
` 6,100
` 6,100
` 6,100
4,861
4,941
4,937
` 4,861
` 4,941
` 4,937
The Company has only one class of equity shares having a par value of ` 2 per share. Each shareholder 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 recognized as distributions to equity shareholders:
Interim dividend
Final dividend
For the year ended
March 31, 2017 March 31, 2016
` 5
` 1
` 2
` -
234
Annual Report 2016-17
In the event of liquidation of the Company, the equity shareholders 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
Consolidated Financial Statements under Ind AS
Opening number of
equity shares / American
Depository Receipts
(ADRs) outstanding
Equity shares issued
pursuance to Employee
Stock Option Plan (1)
Buy back of equity shares
(refer note 34)
Closing number of equity
shares / ADRs outstanding
As at March 31, 2017
As at March 31, 2016
As at April 1, 2015
No. of Shares
2,470,713,290
` Million No. of Shares
4,941 2,469,043,038
` Million No. of Shares
4,937 2,466,317,273
` Million
4,932
187,275
^
1,670,252
(40,000,000)
(80)
-
4
-
2,725,765
-
5
-
2,430,900,565
4,861 2,470,713,290
4,941 2,469,043,038
4,937
(1) 1,101,217 shares have been issued by the Controlled trust on exercise of options during the year ended March
31, 2017.
^ Value is less than ` 1 million
ii. Details of shareholders holding more than 5% of the total equity shares of the Company
Name of the Shareholder
As at March 31, 2017
As at March 31, 2016
As at April 1, 2015
Mr. Azim Hasham Premji
Partner representing
Hasham Traders
Mr. Azim Hasham Premji
Partner representing
Prazim Traders
Mr. Azim Hasham Premji
Partner representing Zash
Traders
Azim Premji Trust
No. of Shares
370,956,000
% held No. of Shares
370,956,000
15.26
% held No. of Shares
370,956,000
15.01
% held
15.02
452,906,791
18.63
452,906,791
18.33
452,906,791
18.34
451,619,790
18.58
451,619,790
18.28
451,619,790
18.29
399,065,641
16.42
429,714,120
17.39
429,714,120
17.40
iii. Other details of equity shares for a period of five years immediately preceding March 31, 2017
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 (Refer note 34)
March 31, 2017 March 31, 2016
April 1, 2015
As at
-
195,717
841,585
-
40,000,000
-
-
979,119,256
-
Wipro Limited
235
Consolidated Financial Statements under Ind AS
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 31.
16. Loans, borrowings and bank overdrafts
Non-current
Secured
Obligations under finance leases (1)
Unsecured
Term loans:
External commercial borrowing
Others (2)
Total Non-current
Current
Secured
Cash Credit
Loans repayable on demand
Unsecured
Cash Credit
Loans repayable on demand (3)
Total Current
Total Loans, borrowings and bank overdrafts
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 4,657
4,657
` 5,831
5,831
` 3,218
3,218
9,728
5,226
14,954
` 19,611
` -
-
-
1,992
114,749
116,741
` 116,741
` 136,352
9,938
1,592
11,530
` 17,361
` -
-
-
657
101,991
102,648
` 102,648
` 120,009
9,375
114
9,489
` 12,707
` 3,675
141
3,816
227
60,398
60,625
` 64,441
` 77,148
(1) Current obligations under financial leases amounting to ` 3,623 (March 31, 2016: ` 3,132 and April 1, 2015
` 1,660 respectively) is classified under “Other current financial liabilities”.
(2) Current maturities of term loans amounting to ` 391 (March 31, 2016: ` 334 and April 1, 2015: ` 104 respectively)
is classified under “Other current financial liabilities”.
(3) Current obligations under borrowings from banks amounting to ` 2,046 (March 31, 2016: `1,746 and April 1,
2015: ` Nil) is classified under “Other current financial liabilities”.
Short-term loans and borrowings
The Company had short-term borrowings including bank overdrafts amounting to ` 116,742, ` 102,667 and ` 64,443
as at March 31, 2017, March 31, 2016 and April 1, 2015 respectively. The principal source of Short-term borrowings
from banks as of March 31, 2017 primarily consists of lines of credit of approximately ` 204, U.S. Dollar (U.S.$) 2,495
million, Canadian Dollar (CAD) 44 million, Australian Dollar (AUD) 13 million, EURO 1 million and United Kingdom
Pound sterling (GBP) 23 million from bankers for working capital requirements and other short term needs. As of
March 31, 2017, the Company has unutilized lines of credit aggregating U.S.$ 744 million, EURO 1 million, AUD 13
million, GBP 5 million and CAD 14 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 ` 51,739, ` 41,740
and ` 39,511 as of March 31, 2017, March 31, 2016 and April 1, 2015, respectively, towards operational requirements
that can be used for the issuance of letters of credit and bank guarantees. As of March 31, 2017, March 31, 2016
and April 1, 2015, an amount of ` 29,716, ` 15,519, ` 18,277 respectively, was unutilized out of these non-fund
based facilities.
236
Annual Report 2016-17
Long-term loans and borrowings
A summary of long- term loans and borrowings is as follows:
Consolidated Financial Statements under Ind AS
Currency
Unsecured external
commercial borrowing
U.S. Dollar
Unsecured term loan
Indian Rupee
Saudi Arabian Riyal (SAR)
Australian Dollar (AUD)
Canadian Dollar (CAD)
EURO
Great British pound (GBP)
USD
Obligations under
finance leases
As at
March 31, 2017
Indian
Rupee
Foreign
currency
in
millions
Foreign
currency
in
millions
Indian Rupee
As at
March 31, 2016
Foreign
currency
in
millions
Indian
Rupee
As at
April 1, 2015
Indian
Rupee
Foreign
currency
in
millions
150
` 9,728
1.81%
June 2018
150
` 9,938
150
` 9,375
NA
71
2
85
19
1
2
714
8.3 – 10.3%
1,229 SIBOR+1.50%
4.65%
CDOR+1.25%
May 2021
April 2018
January 2022
October 2021
EONIA+1% December 2020
May 2022
June 2021
3.4%
3.27%-3.81%
116
4,131
1,282
73
118
` 17,391
8,280
` 25,671
NA
169
-
-
-
-
-
666
2,987
-
-
-
-
-
` 13,591
8,963
` 22,554
NA
-
-
-
-
-
-
218
-
-
-
-
-
-
` 9,593
4,878
` 14,471
The contracts governing the Company’s unsecured external commercial borrowing contain certain covenants that
limit future borrowings. 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, 2017,
March 31, 2016 and April 1, 2015 the Company has met all the covenants under these arrangements.
Interest expense was `1,916 and `1,410 for the year ended March 31, 2017 and 2016, respectively.
Also, refer note 33.
17. Other financial liabilities
Non-current
Others
Current
Employee benefit obligations
Current maturities of long term borrowings (1)
Current maturities of obligation under finance lease (1)
Interest accrued but not due on borrowing
Unclaimed dividends
Others
Total
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 853
` 853
` 16,813
2,437
3,623
229
50
4
` 23,156
` 24,009
` 2,316
` 2,316
` 19,166
2,079
3,133
227
53
521
` 25,179
` 27,495
` 385
` 385
` 18,341
104
1,660
458
25
57
` 20,645
` 21,030
(1) For rate of interest and other term and conditions, refer to note 16.
Wipro Limited
237
Consolidated Financial Statements under Ind AS
18. Provisions
Non-current
Employee benefits obligations
Provision for warranty
Others
Current
Provision for employee benefits
Provision for warranty
Others
Total
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 4,235
4
2
` 4,241
` 5,912
436
1,195
` 7,543
` 12,184
` 4,618
14
-
` 4,632
` 5,494
388
1,229
` 7,111
` 11,743
` 3,062
5
-
` 3,067
` 4,802
306
1,586
` 6,694
` 9,761
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.
Particular
Year ended March 31, 2017
Year ended March 31, 2016
Provision at the beginning of the year
Additions during the year, net
Utilized/ reversed during the year
Provision at the end of the year
Included in the consolidated balance
sheet as follows:
Non-current portion
Current portion
19. Other liabilities
Non-current
Others
Current
Statutory and other liabilities
Advance from customers
Others
Total
20. Trade payables
Trade payables
Provision for
warranty
` 402
631
(593)
` 440
Others
` 1,229
180
(212)
` 1,197
Provision for
warranty
` 311
451
(360)
` 402
Others
` 1,586
82
(439)
` 1,229
` 4
` 436
` 2
` 1,195
` 14
` 388
` -
` 1,229
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 410
` 410
` 3,353
2,394
666
` 6,413
` 6,823
` 291
` 291
` 3,811
2,380
930
` 7,121
` 7,412
` 211
` 211
` 3,528
2,200
1,127
` 6,855
` 7,066
As at
March 31, 2017 March 31, 2016
` 49,021
` 49,021
` 48,673
` 48,673
April 1, 2015
` 39,999
` 39,999
238
Annual Report 2016-17
Trade payables include due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006,
[MSMED Act] as at March 31, 2017, March 31, 2017 and April 1, 2015. The disclosure pursuant to the said Act is
as under:
Consolidated Financial Statements under Ind AS
Particulars
Principal amount due to suppliers under MSMED Act
Interest accrued and remaining unpaid at the end of the year
to suppliers under MSMED Act
Total interest paid on all delayed payments during the year
under MSMED Act
^Less than ` 1.
As at
March 31, 2017 March 31, 2016
` 10
1
` 31
7
April 1, 2015
` 21
1
1
^
-
This information has been determined to the extent such parties have been identified on the basis of information
available with the Company.
21. Revenue from operations
Sale of Services
Sale of Products
22. Other operating income
Year ended
March 31, 2017 March 31, 2016
` 481,369
31,071
` 512,440
` 522,061
28,341
` 550,402
During the year March 31, 2017, the Company has concluded the sale of EcoEnergy division for a consideration of
` 4,670. Net gain from the sale, amounting to ` 4,082 has been recorded as Other operating income.
23. Other income
Interest income
Dividend Income
Gain on sale of investments
Unrealized gains/losses on financial instruments measured at fair value
through profit or loss
Other exchange differences, net
24. Changes in inventories of finished goods, work in progress and stock-in-trade
Opening stock
Work in progress
Traded goods
Finished products
Less:
Work in progress
Traded goods
Finished products
Wipro Limited
Year ended
March 31, 2017 March 31, 2016
` 20,568
66
2,646
375
` 17,307
311
3,486
556
3,807
` 25,467
3,867
` 27,552
Year ended
March 31, 2017 March 31, 2016
`
-
4,512
7
4,519
-
3,101
7
3,108
` 1,411
`
2
3,888
24
3,914
-
4,512
7
4,519
` (605)
239
Consolidated Financial Statements under Ind AS
25. Employee benefits expense
(a) Employee costs include:
Salaries and wages
Employee benefits plans
Gratuity and other defined benefit plans
Contribution to provident and other funds
Share based compensation
Year ended
March 31, 2017 March 31, 2016
` 237,949
` 259,270
1,095
5,974
1,742
` 268,081
885
5,166
1,534
` 245,534
Defined benefit plan actuarial gains/ (losses) recognized in other comprehensive income include:
Re-measurement of net defined benefit liability / (asset)
Return on plan assets excluding interest income
Actuarial loss / (gain) arising from financial assumptions
Actuarial loss / (gain) arising from demographic assumptions
Actuarial loss / (gain) arising from experience adjustments
Year ended
March 31, 2017 March 31, 2016
` (189)
363
(73)
(313)
` (212)
` 30
180
2
798
` 1,010
(b) Defined benefits plans
Amount recognized in the statement of profit and loss in respect of defined benefit plans is as follows:
Current service cost
Net Interest on net defined benefits liability / (assets)
Net gratuity cost / (benefit)
Actual return on plan assets
Change in present value of defined obligation is summarized below:
Defined benefit obligation at the beginning of the year
Acquisitions
Current Service cost
Interest on obligation
Benefits paid
Remeasurement loss /(gains)
Actuarial loss /(gain) arising from financial assumptions
Actuarial loss /(gain) arising from demographic assumptions
Actuarial loss /(gain) arising from experience assumptions
Defined benefit obligation at the end of the year
Year ended
March 31, 2017 March 31, 2016
` 915
(30)
` 885
` 351
` 1,130
(35)
` 1,095
` 692
As at
March 31, 2017 March 31, 2016
` 4,941
-
915
350
(530)
` 6,656
751
1,130
464
(708)
363
(73)
(313)
` 8,270
180
2
798
` 6,656
240
Annual Report 2016-17
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
Remeasurement loss /(gain)
Return on plan assets excluding interest income
Fair value of plan assets at the end of the year
Present value of unfunded obligation
Recognized asset /(liability)
Consolidated Financial Statements under Ind AS
As at
March 31, 2017 March 31, 2016
` 4,781
-
380
1,887
(530)
` 6,488
561
499
186
(4)
189
` 7,919
(351)
(351)
(30)
` 6,488
(168)
(168)
As at March 31, 2017, March 31, 2016 and April 1, 2015, plan assets were primarily invested in insurer managed
funds.
The Company has established an income tax approved irrecoverable 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 limit prescribed
in the insurance regulations.
The principal assumptions used for the purpose of actuarial valuation of these defined benefit plans are as follows:
Assumptions
Discount rate
Rate of increase in compensation levels
Rate of return on plan assets
As at
March 31, 2017 March 31, 2016
7.02 %
7.02 %
7.31 %
5.91 %
5.91 %
6.90 %
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 primarily based on the prevailing market yields of government securities for the estimated
term of the obligations. The estimates of future salary increase considered takes into account the inflations,
seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based
on previous years’ employee turnover of the Company.
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, 2018 :
Estimated benefit payments from the fund of the year ending
March 31, 2018
March 31, 2019
March 31, 2020
March 31, 2021
March 31, 2022
Thereafter
Total
` 1,284
` 1,171
1,062
977
870
756
5,378
` 10,214
The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations
as at March 31, 2017.
Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation
by 0.5 percentage.
Wipro Limited
241
Consolidated Financial Statements under Ind AS
As of March 31, 2017, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/
increase of gratuity benefit obligation by approximately ` (187) and `207 respectively.
As of March 31, 2017, every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in
increase/ (decrease) of gratuity benefit obligation by approximately `176 and `(169) respectively.
(c) Provident fund (PF):
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, 2017 March 31, 2016
` 36,019
36,019
-
` 40,059
40,059
-
April 1, 2015
` 28,455
28,455
-
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:
Assumptions
Discount rate
Average remaining tenure of investment portfolio
Guaranteed rate of return
March 31, 2017 March 31, 2016
7.75 %
6 years
8.75 %
6.90 %
6 years
8.65 %
April 1, 2015
7.95 %
6 years
8.75 %
As at
Also, refer note 31 for details to employee stock options.
26. Finance costs
Interest
Exchange fluctuations on foreign currency borrowings, net
(to the extent regarded as borrowing cost)
27. Other expenses
Sub-contracting / technical fees / third party application
Travel
Facility expenses
Communication
Rates, taxes and insurance
Marketing and brand building
Provision for doubtful debt
Legal and professional charges
Auditors’ remuneration
Audit fees
For certification including tax audit
Out of pocket expenses
Miscellaneous expenses
Year ended
March 31, 2017 March 31, 2016
` 1,410
4,172
` 1,916
3,267
` 5,183
` 5,582
Year ended
March 31, 2017 March 31, 2016
` 67,769
23,507
16,480
4,825
2,526
2,292
2,004
4,214
40
` 82,747
20,147
19,297
5,370
2,261
2,936
2,427
4,957
38
1
3
6,039
` 146,223
1
3
5,338
` 128,999
242
Annual Report 2016-17
28.
Income tax
Income tax expense has been allocated as follows:
Income tax expense as per the statement of profit and loss
Income tax included in Other comprehensive income on:
Unrealized gains/ (losses) on investment securities
Unrealized gains/(losses) on cash flow hedging derivatives
Defined benefit plan actuarial gains/(losses)
Total income taxes
Income tax expense consists of the following:
Current taxes
Domestic
Foreign
Deferred taxes
Domestic
Foreign
Total income taxes
Consolidated Financial Statements under Ind AS
Year ended
March 31, 2017 March 31, 2016
` 25,366
` 25,214
594
962
43
` 26,813
42
(260)
(224)
` 24,924
Year ended
March 31, 2017 March 31, 2016
` 21,089
5,412
` 26,501
` (62)
(1,225)
` (1,287)
` 25,214
` 20,221
5,536
` 25,757
` (506)
115
` (391)
` 25,366
Income tax expenses are net of reversal of provisions pertaining to earlier periods, amounting to `593 and `1,337
for the year ended March 31, 2017 and March 31, 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:
Profit before taxes
Enacted income tax rate in India
Computed expected tax expense
Effect off:
Income exempt from tax
Basis differences that will reverse during a tax holiday per period
Income taxed at higher/ (lower) rates
Income taxes related to prior years
Changes in unrecognized deferred tax assets
Expenses disallowed for tax purpose
Others, net
Total income taxes expenses
Year ended
March 31, 2017 March 31, 2016
` 114,937
34.61%
` 39,779
` 110,393
34.61%
` 38,207
(10,368)
(199)
(3,530)
(593)
40
1,834
(177)
` 25,214
(10,750)
(475)
(3,305)
(1,337)
87
1,729
(362)
` 25,366
Wipro Limited
243
Consolidated Financial Statements under Ind AS
The components of deferred tax assets and liabilities are as follows:
Carry-forward business losses (1)
Other liabilities
Allowances for doubtful accounts receivable
Minimum alternate tax
Others
Property, plant and equipment
Amortizable goodwill
Other intangible assets
Interest on bonds and fair value movement of investments
Cash flow hedges
Deferred revenue
Others
Net deferred tax assets/ (liabilities)
Amounts presented in statement of consolidated balance
sheet
Deferred tax assets
Deferred tax liabilities
As at
March 31, 2017 March 31, 2016
` 5,250
3,270
3,039
1,457
328
` 13,344
`(4,223)
(3,963)
(4,665)
(814)
(458)
(4)
-
` (14,127)
` (783)
` 5,513
3,151
2,955
1,520
-
` 13,139
` (4,117)
(4,057)
(4,511)
(2,245)
(1,419)
(183)
(87)
` (16,619)
` (3480)
April 1, 2015
` 2,863
2,546
2,289
1,844
345
` 9,887
` (3,416)
(3,347)
(1,239)
(448)
(719)
(552)
-
` (9,721)
` 166
` 3,098
` (6,578)
` 4,288
` (5,071)
` 3,367
` (3,201)
(1) Includes deferred tax asset recognized on carry forward losses pertaining to business combinations.
Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges, fair value movements in
investments and actuarial gains/losses on defined benefit plans are recognized in other comprehensive income.
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 profit and loss.
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 `1,714, `1,782 and `1,858 as at March 31, 2017, March 31, 2016 and April 1, 2015,
respectively in respect of unused tax losses have not been recognized by the Company. The tax loss carry-forwards
of `6,763, `6679 and `6,509 as at March 31, 2017, March 31, 2016 and April 1, 2015, respectively, relates to certain
subsidiaries on which deferred tax asset has not been recognized by the Company, because there is a lack of
reasonable certainty that these subsidiaries may generate future taxable profits. Approximately, `5,371, `6,117
and `4,971 as at March 31, 2017, March 31, 2016 and April 1, 2015, respectively, of these tax loss carry-forwards
is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately,`1,391, `562
and `1,538 as at March 31, 2017, March 31, 2016 and April 1, 2015, respectively, expires in various years through
fiscal 2037.
The Company has recognized deferred tax assets of ` 5,513, ` 5,250 and ` 2,863 in respect of carry forward losses
of its various subsidiaries as at March 31, 2017, March 31, 2016 and April 1, 2015. Management’s projections
of future taxable income and tax planning strategies support the assumption that it is probable that sufficient
taxable income will be available to utilize these deferred tax assets.
244
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
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 `1,520, `1,457 and `1,844 has been recognized in the statement of consolidated balance sheet as
of March 31, 2017, March 31, 2016 and April 1, 2015 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 units established under the Special Economic Zone Act,
2005 scheme. Units designated in 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 2030-31. 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 ` 9,140
and ` 10,212 for the years ended March 31, 2017 and March 31, 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, 2017 and March 31, 2016 was `3.76 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 `46,905
and `33,920 as of March 31, 2017 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.
29. Foreign currency translation reserve
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, net
Change in effective portion of hedges of net investment in foreign operations
Total change during the year
Balance at the end of the year
30. Earnings per equity share
As at
March 31, 2017 March 31, 2016
` 10,399
5,483
(813)
4,670
` 15,069
` 15,069
(3,199)
276
(2,923)
` 12,146
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 year, 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
Wipro Limited
245
Consolidated Financial Statements under Ind AS
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Basic earnings per share
Year ended
March 31, 2017 March 31, 2016
` 89,079
2,456,559,400
` 36.26
` 84,931
2,428,540,505
` 34.97
Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares
outstanding during the year 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 year).The number
of shares calculated as above is compared with the number of shares that would have been issued assuming the
exercise of the share options.
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Effect of dilutive equivalent share options
Weighted average number of equity shares for diluted earnings per share
Diluted earnings per share
31. Employee stock option
Year ended
March 31, 2017 March 31, 2016
` 89,079
2,456,559,400
5,130,508
2,461,689,908
` 36.19
` 84,931
2,428,540,505
7,133,064
2,435,673,569
` 34.87
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 ten years.
The stock compensation cost is computed under the intrinsic value method and amortized on accelerated vesting
period. The intrinsic value on the date of grant approximates the fair value. For the year ended March 31, 2017,
the Company has recorded stock compensation expense of ` 1,742 (March 31, 2016 : ` 1,534).
The compensation committee of the board evaluates the performance and other criteria of employees and approves
the grant of options. These options vest with employees over a specified period subject to fulfillment of certain
conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price
determined on the date of grant of options. The particulars of options granted under various plans are tabulated
below. (The numbers of shares in the table below are adjusted for any stock splits and bonus shares issues).
Wipro 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 Company’s equity shares held by the controlled trust, which is consolidated as a part
of the Group are classified as Treasury shares. The Company has 13,728,607, 14,829,824 and 14,829,824 treasury
shares as of March 31, 2017 and March 31, 2016 and April 1, 2015, respectively. Treasury shares are recorded at
acquisition cost.
Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans
A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as
follows:
246
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
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
50,000,000
280,303,030
15,000,000
22,424,242
22,424,242
22,424,242
18,686,869
14,829,824
Range of
Exercise Prices
` 171 – 490
` 171 – 490
US$ 3 – 7
` 2
US$ 0.03
` 2
` 2
` 2
Stock option plans
Outstanding at the beginning of
the year
Granted
Exercised
Forfeited and lapsed
Outstanding at the end of the year
Exercisable at the end of the year
Range of
Exercise
prices
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
` 480 – 489
` 2
US $ 0.03
Year ended
March 31, 2017
Year ended
March 31, 2016
Number
20,181
7,254,326
3,747,430
-
2,398,000
2,379,500
-
(1,113,775)
(174,717)
-
(586,468)
(663,430)
20,181
7,952,083
5,288,783
20,181
698,320
141,342
Weight
Average
exercise
price
` 480.20
` 2
US $ 0.03
` -
` 2
US $ 0.03
` -
` 2
US $ 0.03
` -
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
Number
20,181
6,332,219
2,576,644
-
2,870,400
1,697,700
-
(1,329,376)
(340,876)
-
(618,917)
(186,038)
20,181
7,254,326
3,747,430
20,181
1,204,405
256,753
Weight
Average
exercise
price
` 480.20
` 2
US $ 0.03
` -
` 2
US $ 0.03
` -
` 2
US $ 0.03
` -
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
The following table summarizes information about outstanding stock options:
Range of exercise price
Numbers
2017
Weighted
Average
Remaining
Life
(Months)
Weight
Average
Exercise
Price
Numbers
2016
Weighted
Average
Remaining
Life
(Months)
Weight
Average
Exercise
Price
` 480 - 489
` 2
US $ 0.03
20,181
7,952,083
5,288,783
-
19
24
` 480.20
` 2
US $ 0.03
20,181
7,254,326
3,747,430
-
23
24
` 480.20
` 2
US $ 0.03
The weighted-average grant-date fair value of options granted during the year ended March 31, 2017, March 31,
2016 and April 1, 2015 was ` 569.52, ` 699.96 and ` 658.12 for each option, respectively. The weighted average
share price of options exercised during the year ended March 31, 2017, March 31, 2016 and April 1, 2015 was
` 536.80, ` 608.62 and ` 603.58 for each option, respectively.
Wipro Limited
247
Consolidated Financial Statements under Ind AS
32. Finance lease receivables
Finance lease receivables consist of assets that are leased to customers for a contract term ranging from 1 to 7
years, with lease payments due in monthly or quarterly installments. Details of finance lease receivables are given
below:
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
Present value of minimum lease receivables are as follows:
Present value of investment in lease
Payments receivables
Not later than one year
Later than one year and not later than five years
Later than five years
Unguaranteed residual values
Included in the consolidated balance sheet as follows:
Non-current
Current
33. Assets taken on lease
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 2,060
2,725
-
62
4,847
(319)
` 4,528
` 2,222
3,127
-
62
5,411
(413)
` 4,998
As at
` 3,685
3,108
73
63
6,929
(569)
` 6,360
March 31, 2017 March 31, 2016
April 1, 2015
` 4,528
1,854
2,616
-
58
` 4,998
2,034
2,906
-
58
As at
` 6,360
3,419
2,826
57
58
March 31, 2017 March 31, 2016
` 2,034
` 2,964
` 1,854
` 2,674
April 1, 2015
` 3,461
` 2,899
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, 2017, March 31, 2016 and April 1,
2015.
Present value of minimum lease payments
Not later than one year
Later than one year and not later than five years
Total present value of minimum lease payments
Add: Amount representing interest
Total value of minimum lease payments
March 31, 2017 March 31, 2016
April 1, 2015
As at
` 3,623
4,657
8,280
437
` 8,717
` 3,133
5,830
8,963
578
` 9,541
` 1,660
3,218
4,878
345
` 5,223
Operating leases: The Company has taken office, vehicle and IT equipment under cancellable and non-cancelable
operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee.
The operating lease agreements extend up 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
` 5,953, ` 5,184 and ` 4,727 during the years ended March 31, 2017, March 31, 2016 and April 1, 2015.
248
Annual Report 2016-17
Details of contractual payments under non-cancelable leases are given below:
Consolidated Financial Statements under Ind AS
Not later than one year
Later than one year and not later than five years
Later than five years
Total
34. Dividends and buy back of equity shares
As at
March 31, 2017 March 31, 2016
` 4,246
9,900
2,713
` 16,859
` 5,040
12,976
2,760
` 20,776
April 1, 2015
` 3,351
6,385
2,206
` 11,942
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.
During the year ended March 31, 2017, the Company has concluded the buyback of 40 million equity shares as
approved by the Board of Directors on April 20, 2016. This has resulted in a total cash outflow of ` 25,000. In line
with the requirement of the Companies Act 2013, an amount of ` 14,254 and ` 10,666 has been utilized from
the share premium account and retained earnings respectively. Further, a capital redemption reserves of ` 80
(representing the nominal value of the shares bought back) has been created as an apportionment from retained
earnings. Consequent to such buy back, share capital has been reduced by ` 80.
The cash dividends paid per equity share were ` 3, ` 12 and ` 10 during the years ended March 31, 2017, March
31, 2016 and April 1, 2015, respectively, including an interim dividend of ` 2, ` 5 and ` 5 for the years ended March
31, 2017, March 31, 2016 and April 1, 2015.
The Board of Directors in their meeting held on April 25, 2017 approved issue of bonus shares in India, in the
proportion of 1:1, i.e. 1 (One) equity share of ` 2 each for every 1 (one) fully paid-up equity share held (including
ADS holders) as on the record date, subject to approval by the Members of the Company through postal ballot/e-
voting. The bonus issue, if approved, will not affect the ratio of ADSs to equity shares, such that each ADS after
the bonus issue will continue to represent one equity share of par value of ` 2 per share.
35. 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 amount of future dividends/ buy back of equity shares will be balanced with efforts to continue to maintain
an adequate liquidity status.
The capital structure as of March 31, 2017, March 31, 2016 and April 1, 2015 was as follows:
Equity attributable to the equity
holders of the Company (A)
As percentage of total capital
Current loans, borrowings and
bank overdrafts (1)
Non-current loans, borrowings
and bank overdrafts
Total Loans, borrowings and bank
overdrafts (B)
As percentage of total capital
Total capital (A+B)
March 31, 2017 March 31, 2016
April 1, 2015
As at
% Change
2017-16
% Change
2016-15
` 516,702
78 %
` 461,448
79 %
` 403,650
84 %
11.97%
14.32%
122,801
107,860
66,206
19,611
17,361
12,707
` 142,412
22 %
` 659,114
` 125,221
21 %
` 586,669
` 78,913
16 %
` 482,563
13.73%
58.68%
12.35%
21.57%
(1) Includes current obligation under borrowings, term loan and financial leases classified under “Other current
financial liabilities”.
Wipro Limited
249
Consolidated Financial Statements under Ind AS
Loans, borrowings and bank overdrafts represents 22%, 21% and 16% of total capital as of March 31, 2017,
March 31, 2016 and April 1, 2015, respectively. The Company is not subjected to any externally imposed capital
requirements.
36. Commitments and contingencies
Capital commitments: As at March 31, 2017, March 31, 2016 and April 1, 2015 the Company had committed to spend
approximately ` 12,238, ` 10,734 and ` 1,262 respectively, under agreements to purchase/ construct property and
equipment. These amounts are net of capital advances paid in respect of these purchases.
Guarantees: As at March 31, 2017, March 31, 2016 and April 1, 2015, performance and financial guarantees provided
by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to
approximately ` 22,023, ` 25,218 and ` 21,235 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 balance sheet 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, 2008. 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. Department has filed a Special
Leave Petition (SLP) before the Supreme Court of India for the year ended March 31, 2001 to 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 year ended 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.
The Company received the draft assessment order for the year ended March 31, 2012 in March 2016 with a proposed
demand of ` 4,241 (including interest of ` 1,376). Based on the DRP’s direction, allowing majority of the issues in
favor of the Company, the assessing officer has passed the final order with Nil demand. However, on similar issue
for earlier years, the Income Tax authorities have appealed before the Tribunal.
For year ended March 31, 2013 the Company received the draft assessment order in December 2016 with a proposed
demand of ` 4,118 (including interest of ` 1,278), arising primarily on account of section 10AA issues with respect
to exclusion from Export Turnover. The Company has filed an objection before the DRP within the prescribed time
lines.
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 ` 2,585, ` 2,654 and ` 2,560 as of March 31, 2017, March 31, 2016 and April 1, 2015. However, the
resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations
or the statement of balance sheet of the Company.
37. 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. Effective April 1, 2016, The Company realigned its industry verticals. The Communication Service
250
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
Provider business unit was regrouped from the former Global Media and Telecom (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 Retail, Consumer, Transport and Government (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), Healthcare and
Lifesciences (HLS), Consumer Business unit (CBU), Energy, Natural Resources & Utilities (ENU), Manufacturing
& Technology (MNT) and Communications (COMM). IT Services segment also includes Others which comprises
dividend income relating to strategic investments, which are presented within “Other Income” in the statement of
profit and loss. Key service offerings to customers includes software application development and maintenance,
research and development services for hardware and software design, business application services, analytics,
consulting, infrastructure outsourcing services and business process services.
Comparative information has been restated to give effect to the above changes.
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. Revenue
relating to the above items is reported as revenue from the sale of IT Products.
The Chairman and Managing Director of the Company has been identified as the Chief Operating Decision Maker
(CODM) as defined by Ind AS 108, “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 reportable segment for the year ended March 31, 2017 is as follows:
BFSI
HLS
CBU
ENU
MNT
IT Services
COMM Others
135,967 82,242 83,417 68,883 119,175 38,756
-
-
6,149
-
9,479 14,493 14,421 23,453
-
24,939
-
-
Revenue(1)
Other operating income
Segment Result
Unallocated
Segment Result Total
Finance cost
Other income
Profit before tax
Income tax expense
Profit for the Year
Depreciation,
amortization and
impairment
Total
- 528,440
-
4,082
- 92,934
(951)
96,065
IT
Products
Reconciling
Items
Company
total
25,922
-
(1,680)
-
(1,680)
-
(469)
-
(469)
(153) ` 554,209
4,082
90,785
(951)
93,916
(5,183)
21,660
110,393
(25,214)
` 85,179
23,100
Wipro Limited
251
Consolidated Financial Statements under Ind AS
Information on reportable segment for the year ended March 31, 2016 is as follows:
BFSI
HLS
CBU
ENU
MNT
IT Services
COMM Others
128,147 58,358 79,514 70,866 113,422 37,009
5,990
27,902 12,009 13,590 13,475 24,223
Revenue (1)
Segment Result
Unallocated
Segment Result Total
Finance cost
Other income
Profit before tax
Income tax expense
Profit for the year
Depreciation,
amortization and
impairment
Total
- 487,316
- 97,189
1,064
98,253
IT
Products
Reconciling
Items
Company
total
29,722
(1,007)
-
(1,007)
(731)
(382)
-
(382)
`516,307
95,800
1,064
96,864
(5,582)
23,655
114,937
(25,366)
` 89,571
14,961
The Company has four geographic segments: India, Americas, Europe and Rest of the world. Revenues from the
geographic segments based on domicile of the customer are as follows:
India
Americas
Europe
Rest of the world
Total
Year ended
March 31, 2017 March 31, 2016
` 51,371
258,615
126,417
79,904
` 516,307
` 46,585
290,719
133,909
82,996
` 554,209
No client individually accounted for more than 10% of the revenues during the three and year ended March 31,
2017 and 2016.
Management believes that it is currently not practicable to provide disclosure of geographical location wise assets,
since the meaningful segregation of the available information is onerous.
(1) For the purpose of segment reporting, the Company has included the impact of “foreign exchange gains / (losses),
net” in revenues amounting to ` 3,807 for year ended March 31, 2017 and ` 3,867 for year ended March 31, 2016,
which is reported as a part of “Other income” in the statement of profit and loss.
Notes:
a)
b)
Effective April 1, 2016, CODM’s review of the segment results is measured after including the amortization
charge for acquired intangibles to the respective segments. Such costs were classified under reconciling
items till the year ended March 31, 2016 under the Previous GAAP.
“Reconciling items” includes dividend income/ gains/ losses relating to strategic investments, elimination
of inter-segment transactions and other corporate activities.
c) Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues.
d)
e)
For evaluating performance of the individual operating segments, share based compensation expense is
allocated on the basis of straight line amortization. The differential impact of accelerated amortization of
stock compensation expense over share based compensation expense allocated to the individual operating
segments is 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.
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.
f)
Segment result of HLS industry vertical for the year ended March 31, 2017 is after considering the impact of
impairment charge recorded on certain intangible assets recognized on acquisitions. Also refer note 7.
252
Annual Report 2016-17
g)
h)
Net gain from sale of EcoEnergy division is included as part of IT Services segment result for the year ended
March 31, 2017.
Operating income of segments is after recognition of stock compensation expense arising from the grant of
options:
Consolidated Financial Statements under Ind AS
IT Services
IT Products
Reconciling items
Total
Year ended
March 31, 2017 March 31, 2016
` 1,424
2
108
`1,534
` 1,550
4
188
` 1,742
38. Related party relationship and transactions
List of subsidiaries as of March 31, 2017 is provided in the table below:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro LLC
Wipro Gallagher Solutions,
Inc.
Opus Capital Markets Consultants
LLC
Wipro Promax Analytics Solutions
LLC
Infocrossing, Inc.
Wipro Insurance Solutions LLC
Wipro Data Centre and Cloud
Services, Inc.
Wipro IT Services, Inc.
HPH Holdings Corp. (A)
Appirio, Inc. (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 Technology
Austria GmbH (A)
Wipro Digital Aps (A)
Wipro Europe Limited
Wipro Financial Services UK Limited
(formerly Wipro Promax Analytics
Solutions (Europe) Limited)
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
Country of
Incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
Japan
China
India
India
Mauritius
U.K.
Austria
Denmark
U.K.
U.K.
Cyprus
Qatar
Mexico
Philippines
Hungary
Wipro Limited
253
Consolidated Financial Statements under Ind AS
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Holdings Investment
Korlátolt Felelősségű Társaság
Wipro Technologies SA
Wipro Information Technology
Egypt SAE
Wipro Arabia Co. Limited
Wipro Poland Sp. Z.o.o
Wipro IT Services Poland
Sp.z o. o
Wipro Technologies Australia
Pty Ltd.
Wipro Corporate Technologies
Ghana Limited
Wipro Technologies South
Africa (Proprietary) Limited
Wipro IT Services Ukraine LLC
Wipro Information Technology
Netherlands BV.
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 GmbH
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Wipro Networks Pte Limited
Wipro Chengdu Limited
Wipro Airport IT Services
Limited*
Appirio India Cloud Solutions
Private Limited
Country of
Incorporation
Hungary
Argentina
Egypt
Saudi Arabia
Poland
Poland
Australia
Ghana
South Africa
Norway
Venezuela
Peru
Romania
Indonesia
Australia
Thailand
Bahrain
Sultanate of
Oman
Iraq
Germany
Germany
Austria
Singapore
China
Malaysia
China
India
India
Wipro Technologies Nigeria Limited Nigeria
Ukraine
Netherlands
Chile
Canada
Kazakhstan
Portugal
Wipro Portugal S.A.(A)
Wipro Technologies Limited, Russia 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 Technologies Norway AS
Wipro Technologies VZ, C.A.
Wipro Technologies Peru S.A.C
Ireland
Costa Rica
Cellent Mittelstandsberatung GmbH
Cellent Gmbh(A)
254
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
*
#
(A)
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 Co 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 shareholder. 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.
Step Subsidiary details of Wipro Information Technology Austria GmbH, Wipro Europe Limited, Wipro Portugal
S.A, Wipro Digital Aps, CellentGmbh, HPH Holdings Corp. and Appirio, Inc. are as follows:
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Information
Technology Austria GmbH
Wipro Europe Limited
Wipro Portugal S.A.
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
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
Designit Colombia
S A S
Designit Peru S.A.C.
Cellent GmbH
HPH Holdings Corp.
Appirio, Inc.
Frontworx Informations
technologie Gmbh
Healthplan Services
Insurance Agency, Inc.
Healthplan Services, Inc.
Appirio K.K.
Topcoder, Inc.
Appirio Ltd
Appirio Pvt Ltd
KI Management Inc.
Appirio GmbH
Appirio Ltd (UK)
Saaspoint, Inc.
Country of
Incorporation
Austria
Austria
France
U.K.
U.K.
Portugal
U.K.
Brazil
Germany
Brazil
Denmark
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
Colombia
Peru
Austria
Austria
USA
USA
USA
USA
Japan
USA
Ireland
Germany
UK
USA
Singapore
USA
Wipro Limited
255
Country of incorporation
India
India
Nature
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Chairman and Managing Director
Executive Vice Chairman(7)
Chief Executive Officer and Executive Director(5)
Chief Strategy Officer and Executive Director(1)
Non-Executive Director
Non-Executive Director
Non-Executive Director(8)
Non-Executive Director
Non-Executive Director
Non-Executive Director(3)
Non-Executive Director(4)
Non-Executive Director(6)
Non-Executive Director(6)
Chief Financial Officer(2)
Company Secretary(9)
Consolidated Financial Statements under Ind AS
The list of controlled trusts are:
Name of entity
Wipro Equity Reward Trust
Wipro Inc. Benefit Trust
The other related parties are:
Name of the related parties
Azim Premji Foundation
Azim Premji Foundation for Development
Azim Premji education trust
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
T K Kurien
Abidali Z. Neemuchwala
Rishad Azim Premji
Dr. Ashok Ganguly
Narayanan Vaghul
Dr. Jagdish N Sheth
William Arthur Owens
M.K. Sharma
Vyomesh Joshi
Ireena Vittal
Dr. Patrick J. Ennis
Patrick Dupuis
Jatin Pravinchandra Dalal
M Sanaulla Khan
(1) Effective May 1, 2015
(2) Effective April 1, 2015
(3) Up to July 19, 2016.
(4) Effective October 1, 2013
(5) Effective February 1, 2016
(6) Effective April 1, 2016
(7) Up to January 31, 2017.
(8) Up to July 18, 2016.
(9) Effective June 3, 2015.
256
Annual Report 2016-17
Consolidated Financial Statements under Ind AS
Relative of key management personnel:
-
-
Yasmeen H. Premji
Tariq Azim Premji
The Company has the following related party transactions:
Transaction / Balances
Entities controlled by Directors
For the year ended
Key Management Personnel
For the year ended
Sales of goods and services
Assets purchased
Interest Expense
Interest Income
Dividend
Royalty Income
Rental Income
Rent Paid
Others
Key management personnel(1)
Remuneration and short-term benefits
Other benefits
Remuneration to relative of key
management personnel
March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
` -
-
-
-
1,147
-
-
6
-
` 240
231
-
-
20,599
-
36
22
43
` 114
106
-
-
5,087
-
43
8
93
` -
-
-
-
287
-
-
6
-
-
-
-
-
-
-
242
157
-
279
137
-
The Company has the following balances outstanding as of March 31, 2017, March 31, 2016 and April 1, 2015:
Transaction / Balances
Entities controlled by Directors
Key Management Personnel
March 31,
2017
March 31,
2016
March 31,
2015
March 31,
2017
March 31,
2016
March 31,
2015
Balances as at the year end
Receivables
Payables
` 76
` 22
` 137
` 225
` 193
` 340
` -
` 27
` -
` 37
` -
` 66
(1) Post employment benefit comprising compensated absencesis not disclosed as these are determined for the
Company as a whole. Benefits includes the prorated value of Restricted Stock Units(“RSU’s”) granted to the
personnel, which vest over a period of time.
The following are the significant related party transactions during the year ended March 31, 2017 and 2016:
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
Wipro Limited
Year ended
March 31, 2017 March 31, 2016
67
3
106
1,113
1,359
1,355
1,228
184
2
231
4,451
5,435
5,419
5,157
257
Consolidated Financial Statements under Ind AS
Rent paid
Wipro Enterprises (P) Limited
Yasmeen Premji
Rental income
Wipro Enterprises (P) Limited
Remuneration paid to key management personnel
Azim Premji
T K Kurien *
Abidali Z. Neemuchwala
Rishad Azim Premji
JatinPravinchandra Dalal
M Sanaulla Khan
Year ended
March 31, 2017 March 31, 2016
-
6
38
8
97
136
17
45
12
15
6
36
22
137
120
22
38
9
* T K Kurien, who was Executive Vice Chairman of the Company retired from the services of the Company and the
Board effective January 31, 2017. Compensation disclosed above is for the period from April 1, 2016 to January
31, 2017.
39. Corporate Social Responsibility
a. Gross amount required to be spend by the Wipro during the year ` 1,764 (March 31, 2016: ` 1,560).
b. Amount spent during the year on:
In Cash
For the year ended March 31, 2017
Yet to be paid
in cash
Total
(i) Construction/ acquisition of any asset
(ii) On purpose other than above (i) above
` Nil
` 1,634
` Nil
` 229
` Nil
` 1,863
In Cash
For the year ended March 31, 2016
Yet to be paid
in cash
Total
(i) Construction/ acquisition of any asset
(ii) On purpose other than above (i) above
` Nil
` 1,134
` Nil
` 464
` Nil
` 1,598
40. Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial
statements
Name of the Subsidiary
Parent
Wipro Limited
Indian Subsidiaries
Wipro Trademarks Holding Limited
Wipro Overseas IT Services Pvt. Ltd.
Wipro Travel Services Limited
Wipro Airport IT Services Limited
Appirio India Cloud Solutions Private
Limited
Net
Asset
Share in Profit or
Loss
Share in Other
comprehensive
income
Share in total
Comprehensive
income
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
79.4% 467,056 123.4% 81,617
67.9% 5,154 117.7% 86,771
0.0%
0.0%
0.0%
0.0%
0.0%
40
-
115
133
269
0.0%
0.0%
0.0%
0.1%
0.1%
2
-
3
38
62
0.0%
0.0%
0.0%
0.0%
0.0%
-
-
-
-
(2)
0.0%
0.0%
0.0%
0.1%
0.1%
2
-
3
38
60
258
Annual Report 2016-17
Name of the Subsidiary
Foreign Subsidiaries
Wipro LLC
Wipro Gallagher Solutions, Inc.
Opus Capital Markets Consultants LLC
Wipro Promax Analytics Solutions LLC
Infocrossing, Inc.
Wipro Insurance Solutions LLC
Wipro Data Centre and Cloud Services,
Inc.
Wipro IT Services, Inc.
HPH Holdings Corp.
Appirio, Inc.
Wipro Japan KK
Wipro Shanghai Limited
Wipro Holdings (Mauritius) Limited
Wipro Holdings UK Limited
Wipro Information Technology Austria
GmbH
Wipro Digital Aps
Wipro Europe Limited
Wipro Financial Services UK Limited
Wipro Cyprus Private Limited
Wipro Doha LLC
Wipro Technologies S.A DE C.V
Wipro BPO Philippines LTD. Inc
Wipro Holdings Hungary
KorlátoltFelelősségűTársaság
Wipro Holdings Investment
KorlátoltFelelősségűTársaság
Wipro Technologies SA
Wipro Information Technology Egypt
SAE
Wipro Arabia Co. Limited
Wipro Poland Sp. Z.o.o
Wipro IT Services Poland Sp. z o. o
Wipro Technologies Australia Pty Ltd.
Wipro Corporate Technologies Ghana
Limited
Wipro Technologies South Africa
(Proprietary) Limited
Wipro Technologies Nigeria Limited
Wipro IT Services Ukraine LLC
Wipro Information Technology
Netherlands BV.
Wipro Limited
Consolidated Financial Statements under Ind AS
Net
Asset
Share in Profit or
Loss
Share in Other
comprehensive
income
Share in total
Comprehensive
income
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
0.4%
2,369
0.2% 1,439
770
0.1%
0.0%
(162)
-1.6% (9,200)
104
0.0%
2.1% 12,560
-7.4% (4,885)
(115)
-0.2%
56
0.1%
(81)
-0.1%
916
1.4%
43
0.1%
7
0.0%
29.8% 2,260
152
(17)
4
(88)
(3)
(685)
2.0%
-0.2%
0.1%
-1.2%
0.0%
-9.0%
-3.6% (2,625)
37
0.1%
39
0.1%
(77)
-0.1%
828
1.1%
40
0.1%
(678)
-0.9%
-2.1% (12,455)
1.5% 8,883
0.5% 3,096
772
0.1%
0.1%
319
0.5% 3,189
0.5% 3,120
34
0.0%
-23.1% (15,296)
(1)
(43)
211
99
(426)
(443)
20
0.0%
-0.1%
0.3%
0.1%
-0.6%
-0.7%
0.0%
23.9% 1,814
(79)
-1.0%
(59)
-0.8%
(23)
-0.3%
(26)
-0.3%
68
0.9%
(932)
-12.3%
(1)
0.0%
-18.3% (13,482)
-0.1%
(80)
-0.1%
(102)
0.3%
188
0.1%
73
(358)
-0.5%
-1.9% (1,375)
19
0.0%
352
0.1%
591
0.1%
0.0%
(35)
4.9% 28,850
67
0.0%
-0.1%
(422)
0.5% 3,033
5.9% 34,658
-2.0% (1,325)
192
0.3%
(2)
0.0%
(300)
-0.5%
13
0.0%
-0.7%
(458)
2.4% 1,608
(175)
-0.3%
5.8%
0.0%
0.1%
1.1%
0.0%
0.0%
-3.8%
0.0%
439
-
6
80
(1)
2
(291)
-
(886)
-1.2%
192
0.3%
4
0.0%
(220)
-0.3%
12
0.0%
-0.6%
(456)
1.8% 1,317
(175)
-0.2%
3.7% 21,870
-0.3%
(172)
0.0%
-
-0.2%
(172)
0.0%
0.0%
96
(108)
0.1%
-0.1%
61
(90)
-0.1%
1.3%
1.3% 7,502
264
0.0%
371
0.1%
(386)
-0.1%
31
0.0%
1.1%
0.2%
0.3%
0.2%
0.0%
731
120
166
119
(3)
-3.2%
-0.2%
-0.3%
0.5%
0.0%
(6)
98
(241)
(17)
(21)
37
2
0.1%
0.0%
0.7%
0.1%
0.2%
0.2%
0.0%
55
8
490
103
145
156
(1)
0.1%
327
0.4%
259
0.2%
13
0.4%
272
54
0.0%
0.0%
(2)
0.5% 2,665
0.1%
0.0%
0.0%
37
(2)
3
-0.3%
0.0%
0.4%
(19)
-
34
0.0%
0.0%
0.1%
18
(2)
37
259
Consolidated Financial Statements under Ind AS
Name of the Subsidiary
Wipro Portugal S.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 Technologies Norway AS
Wipro Technologies VZ, C.A.
Wipro Technologies Peru S.A.C
Wipro Technologies SRL
PT WT Indonesia
Wipro Australia Pty Limited
Wipro (Thailand) Co Limited
Wipro Bahrain Limited WLL
Wipro Gulf LLC
Rainbow Software LLC
CellentGmbh, Germany
CellentMittelstandsberatung GmbH
CellentGmbh, Austria
Wipro Networks Pte Limited
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Wipro Chengdu Limited
Wipro Technologies Austria GmbH
New Logic Technologies SARL
Wipro UK Limited
Wipro Retail UK Limited
Wipro do BrasilTechnologiaLtda
Wipro Technologies Gmbh
Wipro Do BrasilSistemetas De
Informatica Ltd.
Designit A/S
Designit Denmark A/S
Designit Munchen GmbH
Designit Oslo A/S
Designit Sweden AB
Designit T.L.V Ltd.
Designit Tokyo Ltd.
Denextep Spain Digital, S.L
Net
Asset
Share in Profit or
Loss
As % of
total
Amount
in `
As % of
total
Amount
in `
0.6% 3,799
0.0%
177
12
0.0%
-0.8% (4,806)
(43)
0.0%
0.3%
-0.1%
0.1%
1.0%
0.0%
224
(56)
49
691
(13)
Share in Other
comprehensive
income
Share in total
Comprehensive
income
As % of
total
-3.6%
0.4%
0.0%
3.7%
0.0%
Amount
in `
(276)
29
(2)
277
(2)
As % of
total
-0.1%
0.0%
0.1%
1.3%
0.0%
Amount
in `
(52)
(27)
47
968
(15)
0.0%
-
0.0%
-
0.0%
-
0.0%
-
0.1%
302
-0.1%
(70)
-0.4%
(28)
-0.1%
(98)
8
0.0%
-
0.0%
66
0.0%
694
0.1%
342
0.1%
(1)
0.0%
333
0.1%
404
0.1%
410
0.1%
0.0%
(1)
0.3% 1,495
214
0.0%
0.1%
372
0.3% 1,874
156
0.0%
2
0.0%
(46)
0.0%
(131)
0.0%
0.0%
54
0.2% 1,303
0.0%
174
0.2% 1,048
(638)
-0.1%
33
0.0%
(10)
0.0%
-
0.0%
28
0.0%
428
0.6%
91
0.1%
105
0.2%
71
0.1%
173
0.3%
222
0.3%
(1)
0.0%
100
0.2%
41
0.1%
5
0.0%
92
0.1%
(98)
-0.1%
2
0.0%
28
0.0%
80
0.1%
0.0%
14
2.8% 1,869
49
0.1%
195
0.3%
(193)
-0.3%
-
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
274
(188)
(87)
64
(24)
87
(60)
95
-0.1%
-0.4%
0.0%
0.1%
0.0%
0.0%
-0.1%
0.0%
(61)
(297)
25
57
(16)
30
(34)
(2)
0.0%
0.0%
0.0%
-0.9%
-0.1%
0.0%
0.0%
-0.1%
-0.1%
0.0%
-0.5%
-0.2%
-0.2%
-0.8%
-0.2%
0.0%
0.1%
-0.1%
-0.1%
-0.1%
-0.4%
1.2%
0.7%
0.1%
-0.3%
0.1%
0.1%
-0.1%
0.0%
0.0%
0.0%
-0.1%
-
-
-
(67)
(11)
1
-
(11)
(7)
-
(39)
(18)
(18)
(57)
(12)
-
5
(6)
(4)
(8)
(27)
91
52
4
(23)
4
8
(4)
2
1
3
(10)
(10)
0.0%
-
0.0%
28
0.0%
361
0.5%
80
0.1%
106
0.1%
71
0.1%
162
0.2%
215
0.3%
(1)
0.0%
61
0.1%
23
0.0%
(13)
0.0%
35
0.0%
(110)
-0.1%
2
0.0%
33
0.0%
74
0.1%
0.0%
10
2.5% 1,861
22
0.0%
286
0.4%
(141)
-0.2%
4
0.0%
-0.1%
-0.4%
0.0%
0.1%
0.0%
0.0%
0.0%
0.0%
(84)
(293)
33
53
(14)
31
(31)
(12)
260
Annual Report 2016-17
Name of the Subsidiary
Designit Colobia S A S
Designit Peru S.A.C
Front worx Informations technologie
Gmbh
Healthplan Services Insurance Agency,
Inc.
Healthplan Services, Inc.
Appirio K.K.
Topcoder, Inc.
Appirio Ltd.
Appirio GmbH
Appirio Ltd (UK)
Saaspoint, Inc.
Appirio Pvt Ltd
KI Management Inc.
Wipro SA Broad Based Ownership
Scheme SPV (RF) (PTY) LTD
Trust
Wipro Equity Reward Trust
Wipro Inc. Benefit Trust
Wipro SA Broad Based Ownership
Scheme Trust
Total
Non-controlling interest
Adjustment arising out of
consolidation
Grand Total
Consolidated Financial Statements under Ind AS
Net
Asset
Share in Profit or
Loss
Share in Other
comprehensive
income
Share in total
Comprehensive
income
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
0.0%
0.0%
0.0%
15
(10)
86
0.0%
0.0%
0.0%
23
(12)
13
0.0%
0.0%
-0.1%
-
-
(7)
0.0%
0.0%
0.0%
23
(12)
6
0.2% 1,355
0.1%
99
-0.3%
(26)
0.1%
73
-0.7% (4,062)
(260)
0.0%
(35)
0.0%
5
0.0%
2
0.0%
(553)
-0.1%
3
0.0%
(27)
0.0%
-
0.0%
777
0.1%
-0.6%
-0.1%
0.0%
0.0%
0.0%
0.1%
0.0%
0.0%
0.0%
0.0%
(428)
(86)
-
(20)
-
47
-
(4)
-
19
0.9%
0.2%
0.0%
0.8%
0.0%
0.3%
0.0%
0.0%
0.0%
0.0%
69
16
2
57
-
24
-
1
-
-
-0.5%
-0.1%
0.0%
0.1%
0.0%
0.1%
0.0%
0.0%
0.0%
0.0%
(359)
(70)
2
37
-
71
-
(3)
-
19
0.2% 1,073
-
0.0%
124
0.0%
0.1%
0.0%
0.0%
97
6
17
0.0%
0.0%
-0.6%
-
-
(49)
0.1%
0.0%
0.0%
97
6
(32)
100.0% 588,489 100.0% 66,155 100.0% 7,586 100.0% 73,741
(179)
13,622
(2,391)
(69,396)
69
(5,402)
(248)
19,024
516,702
84,931
2,253
87,184
The accompanying notes form an integral part of these consolidated financial statements
As per our report of even date attached
For and on behalf of the Board of Directors
for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W- 100022
Azim H Premji
Chairman
& Managing Director
N Vaghul
Director
Jamil Khatri
Partner
Membership No. 102527
Bengaluru
June 02, 2017
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 02, 2017
Abidali Neemuchwala
Chief Excecutive Officer
& Excecutive Director
M Sanaulla Khan
Company Secretary
Wipro Limited
261
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265
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, 2017 and 2016, 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, 2017. 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, 2017 and 2016, and the results of their operations and their cash
flows for each of the years in the three year period ended March 31, 2017, in conformity with International Financial
Reporting Standards as issued by the International Accounting Standard Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Wipro Limited’s internal control over financial reporting as of March 31, 2017, 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 June 02, 2017 expressed an unqualified opinion on the effectiveness of the
Company’s internal control over financial reporting.
KPMG
Bangalore, India
June 02, 2017
266
Annual Report 2016-17
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,
2017
2016
2017
Convenience
translation
into U.S.$ in
millions
(Unaudited)
Refer note 2(iii)
ASSETS
Goodwill ...............................................................
Intangible assets .................................................
Property, plant and equipment .............................
Derivative assets .................................................
Investments .........................................................
Trade receivables .................................................
Deferred tax assets ..............................................
Non-current tax assets ........................................
Other non-current assets .....................................
Total non-current assets ..............................
Inventories ...........................................................
Trade receivables .................................................
Other current assets ............................................
Unbilled revenues ................................................
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
Long-term loans and borrowings ..........................
Derivative liabilities .............................................
Deferred tax liabilities .........................................
Non-current tax liabilities ....................................
Other non-current liabilities ................................
Provisions ............................................................
Total non-current liabilities ..........................
Loans, 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
5
5
4
15
7
8
17
11
9
8
11
7
15
10
12
15
17
14
14
12
13
15
14
14
101,991
15,841
64,952
260
4,907
1,362
4,286
11,751
15,828
221,178
5,390
99,614
32,894
48,273
204,244
7,812
5,549
99,049
502,825
724,003
4,941
14,642
425,118
2,229
18,242
465,172
2,212
467,384
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
724,003
125,796
15,922
69,794
106
7,103
3,998
3,098
12,008
16,793
254,618
3,915
94,846
30,751
45,095
292,030
9,804
9,747
52,710
538,898
793,516
4,861
469
490,930
3,555
20,489
520,304
2,391
522,695
19,611
2
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9,547
5,500
4
41,278
122,801
65,486
16,150
8,101
2,708
13,027
1,270
229,543
270,821
793,516
The accompanying notes form an integral part of these consolidated financial statements.
Wipro Limited
1,940
246
1,076
2
110
62
48
185
259
3,928
60
1,463
474
695
4,503
151
150
813
8,309
12,237
75
7
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55
316
8,023
37
8,060
302
—
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147
85
—
636
1,894
1,010
249
125
42
201
20
3,541
4,177
12,237
267
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
2015
2016
2017
Year ended March 31,
2017
Convenience
translation
into U.S.$ in
millions
(Unaudited)
Refer note
2(iii)
8,487
(6,038)
2,449
(629)
(493)
58
63
1,448
(80)
334
1,702
(389)
1,313
1,309
4
1,313
0.54
0.54
Revenues ..............................................
Cost of revenues ...................................
Gross profit
Selling and marketing expenses ...........
General and administrative expenses ...
Foreign exchange gains, net ..................
Other operating income ........................
Results from operating activities
Finance expenses .................................
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:
Attributable to equity holders of the Company
Basic ....................................................
Diluted ..................................................
Weighted-average number of equity shares
used in computing earnings per equity share:
Basic ....................................................
Diluted ..................................................
20
21
21
21
22
23
24
17
25
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
512,440
(356,724)
155,716
(34,097)
(28,626)
3,867
—
96,860
(5,582)
23,655
114,933
(25,366)
89,567
89,075
492
89,567
550,402
(391,544)
158,858
(40,817)
(32,021)
3,777
4,082
93,879
(5,183)
21,660
110,356
(25,213)
85,143
84,895
248
85,143
35.25
35.13
36.26
36.18
34.96
34.85
2,454,681,650 2,456,559,400 2,428,540,505 2,428,540,505
2,462,579,161 2,461,689,908 2,435,673,569 2,435,673,569
The accompanying notes form an integral part of these consolidated financial statements.
268
Annual Report 2016-17
Consolidated Financial Statements Under IFRS
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(` in millions, except share and per share data, unless otherwise stated)
Notes
2015
2016
2017
Year ended March 31,
2017
Convenience
translation
into U.S.$ in
millions
(Unaudited)
Refer note
2(iii)
1,313
Profit for the year ......................................................
Other comprehensive income
Items that will not be reclassified to profit or loss:
Defined benefit plan actuarial (losses)/gains ............
Net change in fair value of financial instruments
through OCI ...............................................................
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 ..........................................
16
16
Net change in time value of option contracts designated
as cash flow hedges ..................................................
Net change in intrinsic value of option contracts
designated as cash flow hedges ................................
Net change in fair value of forward contracts designated
as cash flow hedges ..................................................
Net change in fair value of financial instruments
through OCI ...............................................................
Total other comprehensive income, net of taxes ........
Total comprehensive income for the year
Attributable to:
Equity holders of the Company ..........................
Non-controlling interest ....................................
87,059
89,567
85,143
(64)
(788)
169
—
(64)
17
(771)
(168)
1
3
(3)
—
5,766
(3,354)
(52)
799
390
—
—
15,17
15,17
(813)
276
—
—
9
77
15,17
3,051
(1,640)
3,910
7,17
856
5,096
5,032
92,091
91,510
581
92,091
363
3,676
2,905
92,472
91,894
578
92,472
1,179
2,097
2,098
87,241
87,062
179
87,241
5
—
1
60
18
32
32
1,345
1,342
3
1,345
The accompanying notes form an integral part of these consolidated financial statements.
Wipro Limited
269
Consolidated Financial Statements Under IFRS
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272
Annual Report 2016-17
Consolidated Financial Statements Under IFRS
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(` in millions, except share and per share data, unless otherwise stated)
Year ended March 31,
2015
2016
2017
2017
Convenience
translation into
U.S.$ in millions
(Unaudited)
Refer note 2(iii)
87,059
89,567
85,143
1,313
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, amortization and impairment ...........................
Unrealized exchange loss, net ................................................
Gain on sale of investments, net .............................................
Share based compensation expense ......................................
Income tax expense ................................................................
Dividend and interest income, net ..........................................
Gain from sale of EcoEnergy division ......................................
Other non-cash items .............................................................
Changes in operating assets and liabilities; net of effects from
acquisition: ......................................................................................
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:
Purchase of property, plant and equipment ............................
Proceeds from sale of property, plant and equipment.............
Proceeds from sale of EcoEnergy division, net of related expenses ...
Purchase of investments ........................................................
Proceeds from sale of investments ........................................
Impact of investment hedging activities, net ..........................
Payment for business acquisitions including deposit in escrow,
net of cash acquired ...............................................................
6
12,823
3,946
(3,948)
1,138
24,624
(15,143)
—
—
(55)
14,965
2,664
(2,646)
1,534
25,366
(19,599)
—
—
(5,929)
(5,317)
(3,004)
(2,556)
(3,742)
(5,329)
(541)
(766)
3,469
4,683
3,784
1,282
105,808
(26,935)
78,873
117
23,107
3,945
(3,486)
1,742
25,213
(16,259)
(4,082)
(1,732)
3,346
3,813
1,475
4,054
(5,202)
(2,945)
118,249
(25,476)
92,773
102,527
(24,265)
78,262
(12,661)
1,389
(590,482)
575,082
—
(13,951)
779
—
(934,958)
830,647
266
(20,853)
1,207
4,372
(813,439)
729,755
(226)
Interest received ....................................................................
Dividend received ...................................................................
12,206
224
18,368
66
Income taxes paid on sale of EcoEnergy division ....................
Net cash (used) in investing activities ............................................
—
(25,573)
—
(138,156)
Cash flows from financing activities:
(11,331)
(39,373)
(33,608)
17,069
311
(871)
(116,283)
Proceeds from issuance of equity shares ...............................
Repayment of loans and borrowings .......................................
Proceeds from loans and borrowings ......................................
Payments for deferred/contingent consideration in respect of
business combinations ..........................................................
Payment for buy back of shares ..............................................
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 ...........................................
5
(98,419)
119,300
4
(137,298)
172,549
^
(112,803)
125,922
(243)
—
1,000
(919)
(29,490)
(8,766)
43,923
589
114,201
158,713
—
—
—
(1,348)
(35,494)
(1,587)
(60,870)
549
158,713
98,392
(138)
(25,000)
—
(1,999)
(8,734)
(22,752)
(46,262)
(1,412)
98,392
50,718
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)
Total taxes paid amounted to `24,265, `26,935 and `26,347 for the year ended March 31, 2015, 2016 and 2017 respectively.
^ value is less than one million.
The accompanying notes form an integral part of these consolidated financial statements
Wipro Limited
2
356
61
(54)
27
389
(251)
(63)
(27)
52
59
23
63
(80)
(45)
1,825
(393)
1,432
(322)
19
67
(12,544)
11,254
(3)
(518)
263
5
(13)
(1,792)
^
(1,740)
1,942
(2)
(386)
—
(31)
(135)
(352)
(712)
(22)
1,517
783
273
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
Wipro Limited (“Wipro” or the “Parent Company”), together
with its subsidiaries (collectively, “the Company” or the
“Group”) is a global information technology (IT), consulting
and business process services (BPS) company.
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 June 2, 2017.
2. Basis of preparation of consolidated financial
statements
(i) Statement of compliance and basis of preparation
The consolidated financial statements have been prepared
in accordance with International Financial Reporting
Standards and its interpretations (“IFRS”), as issued by
the International Accounting Standards Board (“IASB”).
The Company has elected to early adopt IFRS 9, Financial
Instruments effective April 1, 2016 with retrospective
application from April 1, 2015. All other 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:-
a. Derivative financial instruments;
b. Financial instruments classified as fair value through
other comprehensive income or fair value through
profit or loss;
c.
The defined benefit asset/(liability) is recognised as
the present value of defined benefit obligation less
fair value of plan assets; and
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, 2017, have been translated
into United States dollars at the certified foreign exchange
rate of US$1 = `64.85 as published by Federal Reserve
Board of Governors on March 31, 2017. 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.
(iv) Use of estimates and judgment
The preparation of the consolidated financial statements
in conformity with IFRS requires management to make
judgments, estimates and assumptions that affect the
application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual
results may differ from those estimates.
Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognized in the period in which the estimates are
revised and in any future periods affected. In particular,
information about significant areas of estimation,
uncertainty and critical judgments in applying accounting
policies that have the most significant effect on the
amounts recognized in the consolidated financial
statements are included in the following notes:
a) Revenue recognition: The Company uses the
percentage of completion method using the input
(cost expended) method to measure progress towards
completion in respect of fixed price contracts. Percentage
of completion method accounting relies on estimates of
total expected contract revenue and costs. This method
is followed when reasonably dependable estimates of the
revenues and costs applicable to various elements of the
contract can be made. Key factors that are reviewed in
estimating the future costs to complete include estimates
of future labor costs and productivity efficiencies. Because
the financial reporting of these contracts depends on
estimates that are assessed continually during the term of
these contracts, recognized revenue and profit are subject
to revisions as the 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.
274
Annual Report 2016-17
b)
Impairment testing: Goodwill and intangible assets
recognised on business combination are tested for
impairment at least annually and when events occur or
changes in circumstances indicate that the recoverable
amount of the asset or the cash generating unit to
which these pertain is less than the carrying value. The
recoverable amount of the asset or the cash generating
units is higher of value-in-use and fair value less cost
of disposal. The calculation of value in use of a cash
generating unit involves use of significant estimates
and assumptions which includes turnover and earnings
multiples, growth rates and net margins used to calculate
projected future cash flows, risk-adjusted discount rate,
future economic and market conditions.
c)
Income taxes: The major tax jurisdictions for the
Company are India and the United States of America.
Significant judgments are involved in determining
the provision for income taxes including judgment on
whether tax positions are probable of being sustained in
tax assessments. A tax assessment can involve complex
issues, which can only be resolved over extended time
periods.
d) Deferred taxes: Deferred tax is recorded on temporary
differences between the tax bases of assets and liabilities
and their carrying amounts, at the rates that have been
enacted or substantively enacted at the reporting
date. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable profits
during the periods in which those temporary differences
and tax loss carry-forwards become deductible. The
Company considers the expected reversal of deferred tax
liabilities and projected future taxable income in making
this assessment. The amount of the deferred 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 (including useful
life estimates) and liability acquired, and contingent
consideration assumed involves management judgment.
These measurements are based on information available
at the acquisition date and are based on expectations
and assumptions that have been deemed reasonable by
management. Changes in these judgments, estimates,
and assumptions can materially affect the results of
operations.
f) Defined benefit plans and compensated absences:
The cost of the defined benefit plans, compensated
absences and the present value of the defined benefit
obligations 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
increases and mortality rates. Due to the complexities
involved in the valuation and its long-term nature, a
Consolidated Financial Statements Under IFRS
defined benefit obligation is highly sensitive to changes
in these assumptions. All assumptions are reviewed at
each reporting date.
g) Expected credit losses on financial assets: On
application of IFRS 9, the impairment provisions of
financial assets are based on assumptions about risk of
default and expected timing of collection. The Company
uses judgment in making these assumptions and selecting
the inputs to the impairment calculation, based on the
Company’s past history of collections, customer’s credit-
worthiness, existing market conditions as well as forward
looking estimates at the end of each reporting period.
h) Measurement of fair value of non-marketable equity
investments: These instruments 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.
i)
Other estimates: The share based compensation
expense is determined based on the Company’s estimate
of equity instruments that will eventually vest. Fair
valuation of derivative hedging instruments designated as
cash flow hedges involves significant estimates relating
to the occurrence of forecast transaction.
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
Wipro Limited
275
Consolidated Financial Statements Under IFRS
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. 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 financial instruments measured
at fair value through other comprehensive income 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
Accounting policies applied prior to April 1, 2015
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
276
Annual Report 2016-17
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 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.
B) Derivative financial instruments
The Company is exposed to foreign currency fluctuations
on foreign currency assets, liabilities, net investment in
foreign operations and forecasted cash flows denominated
in foreign currency.
The Company limits the effect of foreign exchange rate
fluctuations by following established risk management
policies including the use of derivatives. The Company
enters into derivative financial instruments where the
counterparty is primarily a bank.
Derivatives are recognized and measured at fair value.
Attributable transaction costs are recognized in statement
of income as cost.
Subsequent to initial recognition, derivative financial
instruments are measured as described below:
a. Cash flow hedges
Consolidated Financial Statements Under IFRS
are recognized in the statement of income and reported
within foreign exchange gains/(losses), net within results
from operating activities. If the hedging instrument no
longer meets the criteria for hedge accounting, then hedge
accounting is discontinued prospectively. If the hedging
instrument expires or is sold, terminated or exercised,
the cumulative gain or loss on the hedging instrument
recognized in cash flow hedging reserve till the period the
hedge was effective remains in cash flow hedging reserve
until the forecasted transaction occurs. The cumulative
gain or loss previously recognized in the cash flow hedging
reserve is transferred to the statement of income upon
the occurrence of the related forecasted transaction. If
the forecasted transaction is no longer expected to occur,
such cumulative balance is immediately recognized in the
statement of income.
b. Hedges of net investment in foreign operations
The Company designates derivative financial instruments
as hedges of net investments in foreign operations.
The Company has also designated a foreign currency
denominated borrowings as a hedge of net investment
in foreign operations. Changes in the fair value of the
derivative hedging instruments and gains/losses on
translation or settlement of foreign currency denominated
borrowings designated as a hedge of net investment in
foreign operations are recognized in other comprehensive
income and presented within equity in the FCTR to the
extent that the hedge is effective. To the extent that the
hedge is ineffective, changes in fair value are recognized
in the statement of income and reported within foreign
exchange gains/(losses), net within results from operating
activities.
c. Others
Changes in fair value of foreign currency derivative
instruments 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.
Accounting policies applied from April 1, 2015
The Company has elected to early adopt IFRS 9, Financial
Instruments effective April 1, 2016 with retrospective
application from April 1, 2015.
Below are the accounting policies for financial instruments
consequent to adoption of IFRS 9:
A) Non-derivative financial instruments:
Non derivative financial instruments consist of:
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
•
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-
Wipro Limited
277
Consolidated Financial Statements Under IFRS
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.
Investments
Financial instruments measured at amortised cost:
Debt instruments that meet the following criteria are
measured at amortized cost (except for debt instruments
that are designated at fair value through Profit or Loss
(FVTPL) on initial recognition):
•
•
the asset is held within a business model whose
objective is to hold assets in order to collect
contractual cash flows; and
the contractual terms of the instrument give rise on
specified dates to cash flows that are solely payment
of principal and interest on the principal amount
outstanding.
Financial instruments measured at fair value through other
comprehensive income (FVTOCI):
Debt instruments that meet the following criteria are
measured at fair value through other comprehensive
income (FVTOCI) (except for debt instruments that are
designated at fair value through Profit or Loss (FVTPL) on
initial recognition):
•
•
the asset is held within a business model whose
objective is achieved both by collecting contractual
cash flows and selling the financial asset; and
the contractual terms of the instrument give rise on
specified dates to cash flows that are solely payment
of principal and interest on the principal amount
outstanding.
Interest income is recognized in the statement of income
for FVTOCI debt instruments. Other changes in fair
value of FVTOCI financial assets are recognized in other
comprehensive income. When the investment is disposed
of, the cumulative gain or loss previously accumulated in
reserves is transferred to the consolidated statement of
income.
Financial instruments measured at fair value through profit
or loss (FVTPL):
Instruments that do not meet the amortised cost or
FVTOCI criteria are measured at FVTPL. Financial assets
at FVTPL are measured at fair value at the end of each
reporting period, with any gains or losses arising on re-
measurement recognized in statement of income. The
gain or loss on disposal is recognized in the consolidated
statement of income.
Interest income is recognized in the consolidated
statement of income for FVTPL debt instruments. Dividend
on financial assets at FVTPL is recognized when the
Group’s right to receive dividend is established.
Investments in equity instruments designated to be
classified as FVTOCI:
The Company carries certain equity instruments which are
not held for trading. The Company has elected the FVTOCI
irrevocable option for these instruments. Movements
in fair value of these investments are recognized in
other comprehensive income and the gain or loss is not
transferred to statement of income on disposal of these
investments. Dividends from these investments are
recognized in the consolidated statement of income when
the Company’s right to receive dividends is established.
c. Other financial assets:
Other financial assets 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. These are initially recognized at fair value and
subsequently measured at amortized cost using the
effective interest method, less any impairment losses.
These comprise trade receivables, unbilled revenues 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.
B) Derivative financial instruments
The Company is exposed to foreign currency fluctuations
on foreign currency assets, liabilities, net investment in
foreign operations and forecasted cash flows denominated
in foreign currency.
The Company limits the effect of foreign exchange rate
fluctuations by following established risk management
policies including the use of derivatives. The Company
enters into derivative financial instruments where the
counterparty is primarily a bank.
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Annual Report 2016-17
Derivatives are recognized and measured at fair value.
Attributable transaction costs are recognized in statement
of income as cost.
Subsequent to initial recognition, derivative financial
instruments are measured as described below:
a. Cash flow hedges
Changes in the fair value of the derivative hedging
instrument designated as a cash flow hedge are
recognized in other comprehensive income and held in
cash flow hedging reserve, net of taxes, a component of
equity, to the extent that the hedge is effective. To the
extent that the hedge is ineffective, changes in fair value
are recognized in the statement of income and reported
within foreign exchange gains/(losses), net within results
from operating activities. If the hedging instrument no
longer meets the criteria for hedge accounting, then hedge
accounting is discontinued prospectively. If the hedging
instrument expires or is sold, terminated or exercised,
the cumulative gain or loss on the hedging instrument
recognized in cash flow hedging reserve till the period the
hedge was effective remains in cash flow hedging reserve
until the forecasted transaction occurs. The cumulative
gain or loss previously recognized in the cash flow hedging
reserve is transferred to the statement of income upon
the occurrence of the related forecasted transaction. If
the forecasted transaction is no longer expected to occur,
such cumulative balance is immediately recognized in the
statement of income.
b. Hedges of net investment in foreign operations
The Company designates derivative financial instruments
as hedges of net investments in foreign operations.
The Company has also designated a foreign currency
denominated borrowing as a hedge of net investment
in foreign operations. Changes in the fair value of the
derivative hedging instruments and gains/losses on
translation or settlement of foreign currency denominated
borrowings designated as a hedge of net investment in
foreign operations are recognized in other comprehensive
income and presented within equity in the FCTR to the
extent that the hedge is effective. To the extent that the
hedge is ineffective, changes in fair value are recognized
in the statement of income and reported within foreign
exchange gains/(losses), net within results from operating
activities.
c. Others
Changes in fair value of foreign currency derivative
instruments 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.
C) Derecognition of financial instruments
The Company derecognizes a financial asset when the
contractual rights to the cash flows from the financial
Consolidated Financial Statements Under IFRS
asset expire or it transfers the financial asset and the
transfer qualifies for derecognition under IFRS 9. If the
Company retains substantially all the risks and rewards
of a transferred financial asset, the Company continues
to recognise the financial asset and also recognizes a
borrowing for the proceeds received. A financial liability
(or a part of a financial liability) is derecognized from the
group’s balance sheet when the obligation specified in the
contract is discharged or cancelled or expires.
(v) Equity and share capital
a) Share capital and share premium
The authorized share capital of the Company as of March
31, 2016 and 2017 is `6,100 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 shares. The Company has 14,829,824,
14,829,824 and 13,728,607 treasury shares as of March
31, 2015, 2016 and 2017, 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) 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
settlement of which is neither planned nor likely in the
foreseeable future, 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.
Wipro Limited
279
Consolidated Financial Statements Under IFRS
f)
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.
g) Other reserves
Changes in the fair value of financial instruments
measured at fair value through other comprehensive
income and actuarial gains and losses on defined benefit
plans are recognized in other comprehensive income (net
of taxes), and presented within equity in other reserves.
Other reserves also includes Capital redemption reserve
amounting to `80 which is not freely available for
distribution.
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.
c)
Intangible assets
Intangible assets acquired separately are measured
at cost of acquisition. Intangible assets acquired in a
business combination are measured at fair value as at the
date of acquisition. Following initial recognition, intangible
assets are carried at cost less accumulated amortization
and impairment losses, if any.
The amortization of an intangible asset with a finite useful
life reflects the manner in which the economic benefit is
expected to be generated and 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
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Annual Report 2016-17
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.
(ix)
Inventories
Inventories are valued at lower of cost and net realizable
value, including necessary provision for obsolescence.
Cost is determined using the weighted average method.
(x)
Impairment
A) Financial assets
The Company applies the expected credit loss model
for recognizing impairment loss on financial assets
measured at amortised cost, debt instruments at FVTOCI,
lease receivables, trade receivables and other financial
assets. Expected credit loss is the difference between
the contractual cash flows and the cash flows that the
entity expects to receive, discounted using the effective
interest rate.
Loss allowances for trade receivables and lease receivables
are measured at an amount equal to lifetime expected
credit loss. Lifetime expected credit losses are the
expected credit losses that result from all possible default
events over the expected life of a financial instrument.
Lifetime expected credit loss is computed based on a
provision matrix which takes in to account risk profiling of
customers and historical credit loss experience adjusted
for forward looking information. For other financial assets,
expected credit loss is measured at the amount equal to
Consolidated Financial Statements Under IFRS
twelve months expected credit loss unless there has been
a significant increase in credit risk from initial recognition,
in which case those are measured at lifetime expected
credit loss. Refer note 2 (iv) (g) for further information.
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 of disposal (FVLCD) and its value-
in-use (VIU). The VIU of long-lived assets is calculated
using projected future cash flows. FVLCD of a cash
generating unit is computed using turnover and earnings
multiples. 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
represents the lowest level at which goodwill is monitored
for internal management purposes. An impairment in
respect of goodwill is not reversed.
(xi) Employee benefits
A) Post-employment and pension plans
The Group participates in various employee benefit
plans. Pensions and other post-employment benefits are
classified as either defined contribution plans or defined
benefit plans. Under a defined contribution plan, the
Company’s only obligation is to pay a fixed amount with
no obligation to pay further contributions if the fund does
not hold sufficient assets to pay all employee benefits. The
related actuarial and investment risks are borne by 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
are borne by the Company. The present value of the defined
benefit obligations is calculated by an independent
actuary using the projected unit credit method.
Actuarial gains or losses are immediately recognized
in other comprehensive income, net of taxes and
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281
Consolidated Financial Statements Under IFRS
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 third party fund managers. 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 third party fund managers.
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 in
other comprehensive income, net of taxes.
d. Termination benefits
Termination benefits are expensed when the Company can
no longer withdraw the offer of those benefits.
e. 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.
f. 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 expensed over the vesting period of
the respective tranches of such grants (accelerated
amortization). The stock compensation expense is
determined based on the Company’s estimate of equity
instruments that will eventually vest.
(xiii) Provisions
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
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Annual Report 2016-17
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 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
Consolidated Financial Statements Under IFRS
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.
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 as reduction
of revenue.
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,
gains or losses arising on re-measurement of financial
assets measured at FVTPL, 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 investments. Interest income is recognized using the
effective interest method. Dividend income is recognized
when the right to receive payment is established.
Wipro Limited
283
Consolidated Financial Statements Under IFRS
(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.
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.
a) Current income tax
(xviii) Earnings per share
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 amounts 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 assets are recognized to the extent
it is probable that taxable profit will be available against
which the deductible temporary differences and the carry
forward of unused tax credits and unused tax losses can
be utilized.
Deferred income tax liabilities are recognized for all
taxable temporary differences except in respect of taxable
temporary differences associated with investments in
subsidiaries, associates and foreign branches where the
timing of the reversal of the temporary difference can be
controlled and it is probable that the temporary difference
will not reverse in the foreseeable future.
The carrying amount of deferred income tax assets is
reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the deferred income
tax asset to be utilized.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply in the period
when the asset is realized or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
The Company offsets deferred income tax assets and
liabilities, where it has a legally enforceable right to offset
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:
IFRS 9 – Financial instruments
The Company has elected to early adopt IFRS 9, Financial
Instruments effective April 1, 2016 with retrospective
application from April 1, 2015.
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.
Application of the new measurement and presentation
requirements of IFRS 9 did not have a significant impact
on equity. The Company continues to measure at fair value
all financial assets earlier measured at fair value. All
existing hedge relationships that were earlier designated
as effective hedging relationships continue to qualify
for hedge accounting under IFRS 9. As IFRS 9 does not
change the general principles of how an entity accounts for
effective hedges, there is no significant impact as a result
of applying IFRS 9. The effect of change in measurement
of financial instruments on Company’s comprehensive
income, financial position and earning per share the has
been applied retrospectively. The retrospective application
did not have a significant impact on the financial position
as at March 31, 2015 and 2016.
284
Annual Report 2016-17
The total impact on the Company’s retained earnings and
other reserves due to classification and measurement of
financial instruments is as follows:
Retained
Earnings
Other
Reserves
Reported opening balance as at
April 1, 2015
`372,248
`655
Impact on adoption of IFRS 9
Reclassification of investments
from available for sale investments
(AFS) to FVTPL (refer note a)
Expected credit losses on financial
assets (refer note d)
Deferred tax impact on the above
Total impact on adoption of IFRS 9
55
(55)
(1,231)
406
(770)
—
24
(31)
`624
Adjusted balance as at April 1, 2015 `371,478
Reported balance as at March 31,
2016
Impact of adoption of IFRS 9 for the
year ended March 31, 2016
Reclassification of investments
from AFS to FVTPL (refer note a)
Expected credit losses on financial
assets (refer note d)
Deferred tax impact on the above
Adjustment on adoption of IFRS 9
for the year ended March 31, 2016
Cumulative impact on adoption of
IFRS 9 as at March 31, 2016
Adjusted balance as at March 31,
2016
425,735
505
375
(375)
(161)
(61)
—
117
153
(258)
(617)
(289)
`425,118
`216
(a) Reclassification of investments from AFS to FVTPL
Certain investments in liquid and short-term mutual
funds and equity linked debentures were reclassified
from available for sale to financial assets measured at
FVTPL. Related fair value gain of `55 were transferred
from other comprehensive income to retained earnings
on April 1, 2015. During the year ended March 31, 2016,
fair value gains related to these investments amounting
to `258 was recognized in statement of income, net of
related deferred tax expense of `117. This reclassification
did not have any impact on the carrying value of the said
assets as at April 1, 2015.
(b) Reclassification of investments from AFS to FVTOCI
The Company on initial application of IFRS 9 has made an
irrevocable election to present in other comprehensive
income, the subsequent changes in fair value of equity
investments not held for trading. Such investments and
Consolidated Financial Statements Under IFRS
investment in certificate of deposits were reclassified
from available for sale to financial assets measured at
FVTOCI. This reclassification did not have any impact on
the carrying value of the said assets as at April 1, 2015.
(c) Reclassification of loans and deposits to financial
instruments at amortised cost
Certain inter corporate and term deposits along with
related interest accruals were reclassified from loans and
receivables reported as part of other assets to financial
assets measured at amortised cost. This reclassification
did not have any impact on the carrying value of the said
assets as at April 1, 2015.
(d) Impairment of financial assets
The Company has applied the simplified approach to
providing for expected credit losses on trade receivables
as described by IFRS 9, which requires the use of lifetime
expected credit loss provision for all trade receivables.
These provisions are based on assessment of risk of
default and expected timing of collection. A cumulative
impairment provision of `918 (net of deferred tax) has
been recorded as an adjustment to total equity as at April
1, 2015.
The Company assesses on a forward-looking basis the
expected credit losses associated with its assets carried
at amortised cost. The impairment methodology applied
depends on whether there has been a significant increase
in credit risk.
New accounting standards not yet adopted:
Certain new standards, amendments to standards and
interpretations are not yet effective for annual periods
beginning after 1 April 2016, 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 15 – Revenue from Contracts with Customers.
IFRS 15 supersedes all existing revenue requirements in
IFRS (IAS 11 Construction Contracts, IAS 18 Revenue and
related interpretations). According to the new standard,
revenue is recognized to depict the transfer of promised
goods or services to a customer in an amount that reflects
the consideration to which the entity expects to be
entitled in exchange for those goods or services. IFRS 15
establishes a five step model that will apply to revenue
earned from a contract with a customer (with limited
exceptions), regardless of the type of revenue transaction
or the industry. Extensive disclosures will be required,
including disaggregation of total revenue; information
about performance obligation; changes in contract asset
and liability account balances between periods and key
judgments and estimates.
Wipro Limited
285
Consolidated Financial Statements Under IFRS
The standard allows for two methods of adoption: the
full retrospective adoption, which requires the standard
to be applied to each prior period presented, or the
modified retrospective adoption, which requires the
cumulative effect of adoption to be recognized as an
adjustment to opening retained earnings in the period of
adoption. The standard is effective for periods beginning
on or after January 1, 2018. Early adoption is permitted.
The Company will adopt this standard using the full
retrospective method effective April 1, 2018. The Company
is currently assessing the impact of adopting IFRS 15 on
its 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.
IFRIC 22 – Foreign currency transactions and Advance
consideration
On December 8, 2016, the IFRS interpretations committee
of the International Accounting Standards Board issued
IFRIC 22, Foreign currency transactions and Advance
consideration which clarifies that the date of the
transaction for the purpose of determining the exchange
rate to use on initial recognition of the related asset,
expense or income is the date on which an entity initially
recognizes the non-monetary asset or non-monetary
liability arising from the payment or receipt of advance
consideration in a foreign currency. The effective date for
adoption of IFRIC 22 is annual reporting periods beginning
on or after January 1, 2018, though early adoption is
permitted. The Company is currently assessing the impact
of IFRIC 22 on its consolidated financial statements.
Amendments to IAS 7- Statement of cash flows
In January 2016, the International Accounting Standards
Board issued the amendments to IAS 7, requiring the
entities to provide disclosures that enable users of financial
statements to evaluate changes in liabilities arising from
financing activities, including both changes arising from
cash flows and non-cash changes, suggesting inclusion
of a reconciliation between the opening and closing
balances in the balance sheet for liabilities arising from
financing activities, to meet the disclosure requirement.
The effective date for adoption of the amendments to IAS 7
is annual reporting periods beginning on or after January 1,
2017, though early adoption is permitted. The Company is
assessing the disclosure requirements of the amendment
and the effect on its consolidated financial statements.
286
Annual Report 2016-17
4. Property, plant and equipment
Gross carrying value:
As at April 1, 2015
Translation adjustment
Additions/adjustments
Additions through business combinations
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 including Capital
work-in-progress as at March 31, 2016
Gross carrying value:
As at April 1, 2016
Translation adjustment
Additions/adjustments
Additions through business combinations
Disposals/adjustments
As at March 31, 2017
Accumulated depreciation/impairment:
As at April 1, 2016
Translation adjustment
Depreciation
Disposals/adjustments
As at March 31, 2017
Capital work-in-progress
Net carrying value including Capital
work-in-progress as at March 31, 2017
Consolidated Financial Statements Under IFRS
Land Buildings
Plant and
machinery(1)
Vehicles
Total
Furniture
fixtures
and
equipment
`3,685
10
—
—
—
`3,695
`—
—
—
—
`—
`3,695
(15)
—
134
—
`3,814
`—
—
—
—
`—
`24,515
209
1,799
105
(539)
`26,089
`4,513
73
861
(103)
`5,344
`26,089
(69)
1,133
446
(18)
`27,581
`5,344
(39)
1,059
(3)
`6,361
`79,594
1,720
15,424
4,462
(1,620)
`99,580
`56,629
1,113
11,381
(962)
`68,161
`99,580
(1,377)
16,572
835
(6,643)
`108,967
`68,161
(816)
14,910
(5,250)
`77,005
`12,698
79
1,791
162
(615)
`14,115
`10,636
80
1,094
(492)
`11,318
`14,115
(133)
2,242
77
(553)
`15,748
`11,318
(75)
1,117
(392)
`11,968
`830 `121,322
2,017
(1)
19,076
62
4,763
34
(3,110)
(336)
`589 `144,068
`809
—
19
(324)
`504
`72,587
1,266
13,355
(1,881)
`85,327
6,211
`64,952
`589 `144,068
(1,591)
3
19,970
23
1,492
—
(7,397)
(183)
`432 `156,542
`504
2
28
(169)
`365
`85,327
(928)
17,114
(5,814)
`95,699
8,951
`69,794
(1) Including net carrying value of computer equipment and software amounting to `20,365 and `19,200 as at March
31, 2016 and 2017, respectively.
Interest capitalized by the Company was `73 and `89 for the year ended March 31, 2016 and 2017, respectively. The
capitalization rate used to determine the amount of borrowing cost capitalized for the year ended March 31, 2016 and
2017 are 4.8% and 2.4%, respectively.
Wipro Limited
287
Consolidated Financial Statements Under IFRS
5. Goodwill and Intangible assets
The movement in goodwill balance is given below:
Following table presents the allocation of goodwill to the
CGUs for the year ended March 31, 2016:
Year ended March 31,
2017
2016
Balance at the beginning of the
year
Translation adjustment
Acquisition through business
combinations, net
Balance at the end of the year
`68,078
3,421
`101,991
(4,319)
30,492
`101,991
28,124
`125,796
Acquisition through business combinations for the
year ended March 31, 2017 primarily includes goodwill
recognized on the acquisition of Appirio Inc. 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, 2016
and 2017 has been allocated to the IT Services operating
segment.
Goodwill recognised on business combinations is
allocated to Cash Generating Units (CGUs), within the IT
Services operating segment, which are expected to benefit
from the synergies of the acquisitions.
During the year ended March 31, 2017, the Company
realigned its CGUs (also refer note 30). Consequently,
goodwill has been allocated to the new CGUs as at March
31, 2017 as follows:
CGUs
Banking, Financial Services and
Insurance (BFSI)
Healthcare and Lifesciences (HLS)
Consumer Business Unit (CBU)
Energy, Natural Resources and
Utilities (ENU)
Manufacturing and Technology (MNT)
Communications (COMM)
Total
As at
March 31, 2017
`19,826
48,144
17,442
16,393
23,086
905
`125,796
CGUs
Banking Financial Services and
Insurance (BFSI)
Healthcare and Lifesciences (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, 2016
`15,639
38,096
10,712
16,550
16,242
4,752
`101,991
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. Goodwill is tested
for impairment at least annually in accordance with the
Company’s procedure for determining the recoverable
value of each CGU.
The recoverable amount of the CGU is determined on the
basis of Fair Value Less Cost of Disposal (FVLCD). The
FVLCD 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 categorized as a level 2 fair value
based on the inputs in the valuation techniques used.
Based on the above testing, no impairment was identified
as of March 31, 2016 and 2017 as the recoverable value
of the CGUs exceeded the carrying value. Further, none
of the CGU’s tested for impairment as of March 31, 2016
and 2017 were at risk of impairment. An analysis of the
calculation’s sensitivity to a change in the key parameters
(turnover and earnings multiples), did not identify any
probable scenarios where the CGU’s recoverable amount
would fall below its carrying amount.
288
Annual Report 2016-17
Consolidated Financial Statements Under IFRS
Intangible assets
Customer related Marketing related
Total
`10,617
292
—
7,451
`18,360
`2,936
—
1,228
`4,164
`14,196
`18,360
(546)
2,714
`20,528
`4,164
(7)
5,107
`9,264
`11,264
`905
120
189
1,373
`2,587
`655
70
217
`942
`1,645
`2,587
(314)
4,006
`6,279
`942
(68)
747
`1,621
`4,658
`11,522
412
189
8,824
`20,947
`3,591
70
1,445
`5,106
`15,841
`20,947
(860)
6,720
`26,807
`5,106
(75)
5,854
`10,885
`15,922
6. Business combination
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.
The movement in intangible assets is given below:
Gross carrying value:
As at April 1, 2015
Translation adjustment
Additions
Additions through business combinations
As at March 31, 2016
Accumulated amortization and impairment:
As at April 1, 2015
Translation adjustment
Amortization and impairment
As at March 31, 2016
Net carrying value as at March 31, 2016
Gross carrying value:
As at April 1, 2016
Translation adjustment
Additions through business combinations
As at March 31, 2017
Accumulated amortization and impairment:
As at April 1, 2016
Translation adjustment
Amortization and impairment
As at March 31, 2017
Net carrying value as at March 31, 2017
Amortization and impairment 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, 2017 primarily includes intangible assets
recognized on the acquisition of Appirio Inc. Also refer note
6 to the consolidated financial statements.
As of March 31, 2017, the estimated remaining amortization
period for intangible assets 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
Appirio Inc.
Estimated remaining
amortization period
3.25 – 4.25 years
5.25 years
1.75 – 3.75 years
7.50 years
1.25 – 3.25 years
3.75 – 5.75 years
2 – 6 years
3.50 – 9.50 years
Wipro Limited
289
Consolidated Financial Statements Under IFRS
The following table presents the allocation of purchase price:
Description
Net assets
Customer related intangibles
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Pre-acquisition
carrying amount
`1,330
—
—
`1,330
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 strengthens
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 `6,501 (EUR 93 million)
which includes a deferred earn-out component of `2,108
(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 intangible assets
Total
Goodwill
Total purchase price
`
Pre-acquisition
carrying amount
586
—
—
—
—
586
`
`
Fair value
adjustments
—
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 year ended March 31, 2016, the Company
concluded the fair value adjustments of the assets
acquired and liabilities assumed on acquisition.
Comparatives have not been retrospectively revised as
the amounts are not material.
During the year ended March 31, 2017, an amount of `83
million was paid to the sellers representing earn-out
payments for the first earn-out period.
Additionally, during the year ended March 31, 2017, as a
result of changes in estimates of revenue and earnings
over the remaining earn-out period, the fair value of earn-
out liability was revalued at `293 million. The revision of
estimates has also resulted in reduction in the carrying
value of intangibles recognised on acquisition and an
impairment charge has been recorded. Accordingly,
a net gain of `1,032 million has been recorded in the
consolidated statement of income.
290
Annual Report 2016-17
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
Consolidated Financial Statements Under IFRS
provides 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 `5,686 (EUR 78.8 million),
net of `114 received during the year ended March 31, 2017
on conclusion of working capital adjustments which has
resulted in reduction of goodwill.
The following table presents the allocation of purchase price:
Description
Net assets
Customer related intangibles
Brand
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Pre-acquisition
carrying amount
`
846
—
—
—
846
`
Fair value
adjustments
` —
1,001
317
(391)
927
`
`
Purchase price
allocated
846
1,001
317
(391)
1,773
3,913
` 5,686
Net assets acquired include `367 of cash and cash
equivalents and trade receivables valued at `1,437.
The goodwill of `3,913 comprises value of acquired
workforce and expected synergies arising from the
acquisition. Goodwill is not deductible for income tax
purposes.
During the year ended March 31, 2017, the Company
concluded the fair value adjustments of the assets
acquired and liabilities assumed on acquisition.
Comparatives have not been retrospectively revised as
the amounts are not material.
The pro-forma effects of this acquisition on the Company’s
results were not material.
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 `30,850 (USD 450.9 million), net of `219 concluded as
working capital adjustment during the year ended March
31, 2017. The consideration 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.
During the year ended March 31, 2017, the Company
concluded the fair value adjustments of the assets
acquired and liabilities assumed on acquisition.
Comparatives have not been retrospectively revised as
the amounts are not material.
The following table presents the allocation of purchase price:
Description
Net assets
Technology platform
Customer related intangibles
Non-compete agreement
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Wipro Limited
Pre-acquisition
carrying amount
`36
1,087
—
—
—
`1,123
Fair value
adjustments
`1,604
1,888
5,791
315
(3,039)
` 6,559
Purchase price
allocated
`1,640
2,975
5,791
315
(3,039)
7,682
22,590
`30,272
291
Consolidated Financial Statements Under IFRS
Net assets acquired include `47 of cash and cash
equivalents and trade receivables valued at `2,472.
occurred if the acquisition had occurred on date indicated
or that may result in the future.
The goodwill of `22,590 comprises value of acquired
workforce and expected synergies arising from the
acquisition. Goodwill is not deductible for income tax
purposes.
During the year ended March 31, 2017, uncertainties
around regulatory changes relating to the Affordable Care
Act have led to a significant decline in the revenue and
earnings estimates, resulting in revision of fair value of
earn-out liability to `65 million. Further, this has resulted
in reduction in the carrying value of certain intangible
assets recognised on acquisition and accordingly an
impairment charge has been recorded. Consequently,
a net loss of `1,351 million has been recorded in the
consolidated statement of income.
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 `88,314 for twelve months
ended March 31, 2016. The pro-forma amounts are not
necessarily indicative of the results that would have
Summary of material acquisitions during the year ended
March 31, 2017 is given below:
Viteos Group
Previously, the Company had announced, on December
23, 2015, the signing of a definitive agreement to acquire
Viteos Group. However, due to inordinate delays in
completion of closing conditions that exceeded the target
closing date and expiration date under the terms of the
agreement, both parties decided not to proceed with the
acquisition.
Appirio Inc.
On November 23, 2016, the Company obtained full control
of Appirio Inc (“Appirio”). Appirio is a global services
company that helps customers create next-generation
employee and customer experiences using latest cloud
technology services. This acquisition will strengthen
Wipro’s cloud application service offerings. The acquisition
was consummated for a consideration of `32,414
(USD 475.7 million).
The following table presents the provisional allocation of purchase price:
Description
Net assets
Technology platform
Customer related intangibles
Brand
Alliance relationship.
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Pre-acquisition
carrying amount
`526
436
—
180
—
—
`1,142
Fair value
adjustments
(29)
(89)
2,323
2,968
858
(2,791)
`3,240
Purchase price
allocated
`497
347
2,323
3,148
858
(2,791)
4,382
28,032
`32,414
Net assets acquired include `85 of cash and cash
equivalents and trade receivables valued at `2,363.
The goodwill of `28,032 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 adjustments to purchase consideration on account
of working capital changes and other consequential
movements in 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, 2016,
management estimates that consolidated revenue for
the Company would have been `559,575 and the profit
after taxes would have been `85,424 for twelve months
ended March 31, 2017. 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.
292
Annual Report 2016-17
7.
Investments
Investments consist of the following:
Financial instruments at FVTPL
Investments in liquid and short-term mutual funds (1)
Others
Financial instruments at FVTOCI
Equity instruments
Commercial paper, Certificate of deposits and bonds
Financial instruments at amortised cost
Inter corporate and term deposits (2) (3)
Current
Non-current
Consolidated Financial Statements Under IFRS
As at
March 31, 2016 March 31, 2017
`10,578
816
4,907
121,676
71,174
`209,151
204,244
4,907
`104,675
569
5,303
145,614
42,972
`299,133
292,030
7,103
(1) Investments in liquid and short-term mutual funds include investments amounting to `117 (March 31, 2016: `109)
pledged as margin money deposits for entering into currency future contracts.
(2) These deposits earn a fixed rate of interest.
(3) Term deposits include deposits in lien with banks amounting to `308 (March 31, 2016: `300).
8. Trade receivables
10. Cash and cash equivalents
Trade receivables
Allowance for expected credit loss
Current
Non-current
As at March 31,
2016
`109,685
(8,709)
`100,976
99,614
1,362
2017
`107,952
(9,108)
`98,844
94,846
3,998
The activity in the allowance for expected credit loss is
given below:
Balance at the beginning of
the year
Adjustment on adoption of
IFRS 9
Restated balance at the
beginning of the year
Additions during the year, net
Uncollectable receivables
charged against allowance
Translation adjustment
Balance at the end of the year
Year ended March 31,
2017
2016
`5,510
`8,709
1,243
6,753
2,004
—
8,709
2,427
(115)
67
`8,709
(2,099)
71
`9,108
9.
Inventories
Inventories consist of the following:
Stores and spare parts
Raw materials and components
Finished goods and traded goods
As at March 31,
2016
`871
2
4,517
`5,390
2017
`808
1
3,106
`3,915
Cash and cash equivalents as of March 31, 2015, 2016 and
2017 consist of cash and balances on deposit with banks.
Cash and cash equivalents consist of the following:
As at March 31,
Cash and bank balances
Demand deposits with
banks(1)
2015
2017
`47,198 `63,518 `27,808
2016
111,742
35,531
24,902
`158,940 `99,049 `52,710
(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 ` Nil (March 31, 2016: `3).
Cash and cash equivalents consist of the following for the
purpose of the cash flow statement:
Cash and cash
equivalents (as above)
Bank overdrafts
As at March 31,
2015
2016
2017
`158,940 `99,049 `52,710
(227)
(1,992)
`158,713 `98,392 `50,718
(657)
Wipro Limited
293
Consolidated Financial Statements Under IFRS
11. Other assets
Current
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(1)
Non-current
Prepaid expenses including rentals for leasehold land and deposits
Finance lease receivables
Deferred contract costs
Others
Total
(1) Others include ` Nil (March 31, 2016: `418) representing assets held for sale.
Finance lease receivables
As at March 31,
2016
2017
14,518
3,780
2,034
1,507
3,720
2,488
1,814
3,033
`32,894
`8,534
2,964
3,807
523
`15,828
`48,722
13,486
2,349
1,854
1,448
4,270
2,177
2,153
3,014
`30,751
`10,516
2,674
3,175
428
`16,793
`47,544
Finance lease receivables consist of assets that are leased to customers for a contract term ranging from 1 to 7 years,
with lease payments due in monthly or quarterly installments. Details of finance lease receivables are given below:
Not later than one year
Later than one year but not later than five years
Later than five years
Unguaranteed residual values
Gross investment in lease
Less: Unearned finance income
Present value of minimum lease payment receivable
Included in the financial statements as follows:
Current finance lease receivables
Non-current finance lease receivables
Minimum lease
payments
As at March 31,
Present value of minimum
lease payments
As at March 31,
2016
`2,222
3,127
—
62
5,411
(413)
`4,998
2017
`2,060
2,725
—
62
4,847
(319)
`4,528
2016
`2,034
2,906
—
58
4,998
—
`4,998
`2,034
2,964
2017
`1,854
2,616
—
58
4,528
—
`4,528
`1,854
2,674
12. Loans and borrowings
Short-term loans and borrowings
The Company had short-term borrowings including bank
overdrafts amounting to `102,667 and `116,742 as at
March 31, 2016 and 2017, respectively. The principal source
of Short-term borrowings from banks as of March 31, 2017
primarily consists of lines of credit of approximately
`204, U.S. Dollar (U.S.$) 2,495 million, Canadian Dollar
(CAD) 44 million, Australian Dollar (AUD) 13 million, EURO
1 million and United Kingdom Pound sterling (GBP) 23
million from bankers for working capital requirements
and other short term needs. As of March 31, 2017, the
Company has unutilized lines of credit aggregating U.S.$
744 million, EURO 1 million, AUD 13 million, GBP 5 million
and CAD 14 million. To utilize these unutilized 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.
294
Annual Report 2016-17
The Company has non-fund based revolving credit facilities in various currencies equivalent to `41,740 and `51,739,
as of March 31, 2016 and 2017, respectively, towards operational requirements that can be used for the issuance of
letters of credit and bank guarantees. As of March 31,2016 and 2017, an amount of `15,519 and `29,716 respectively,
was unutilized out of these non-fund based facilities.
Consolidated Financial Statements Under IFRS
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)
Australian Dollar (AUD)
Canadian Dollar (CAD)
EURO
Great British pound (GBP)
USD
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, 2016
Foreign
currency
in
millions
Indian
Rupee
As at March 31, 2017
Foreign
currency
in millions
Indian
Rupee
Interest rate
Final
maturity
150
`9,938
150 ` 9,728
1.81%
June 2018
NA
169
—
—
—
—
—
666
2,987
—
—
—
—
—
`13,591
8,963
`22,554
`5,193
17,361
8.3%-10.3%
1,229 SIBOR+1.50%
4.65%
CDOR+1.25%
May 2021
April 2018
January 2022
October 2021
EONIA+1% December 2020
May 2022
June 2021
3.4%
118 3.27%-3.81%
714
116
4,131
1,282
73
NA
71
2
85
19
1
2
`17,391
8,280
`25,671
`6,060
19,611
The contracts governing the Company’s unsecured
external commercial borrowing contain certain covenants
that limit future borrowings. The terms of the loans and
borrowings also contain certain restrictive covenants
primarily requiring the Company to maintain certain
financial ratios. As of March 31, 2017, the Company has
met all the covenants under these arrangements.
Obligations under finance leases amounting to `8,963
and `8,280 as at March 31, 2016 and 2017, respectively,
are secured by underlying property, plant and equipment.
Interest expense was `1,410 and `1,916 for the year ended
March 31, 2016 and 2017, 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, 2016 and 2017:
Not later than one year
Later than one year but not later than five years
Later than five years
Total minimum lease payments
Less: Amounts representing interest
Present value of minimum lease payments
Included in the financial statements as follows:
Current finance lease payables
Non-current finance lease payables
Wipro Limited
Minimum lease
payments
As at March 31,
Present value of minimum
lease payments
As at March 31,
2016
`3,429
6,112
—
9,541
(578)
`8,963
2017
`3,876
4,841
—
8,717
(437)
`8,280
2016
`3,133
5,830
—
8,963
—
`8,963
`3,133
5,830
2017
`3,623
4,657
—
8,280
—
`8,280
`3,623
4,657
295
Consolidated Financial Statements Under IFRS
13. Trade payables and accrued expenses
Trade payables and accrued expenses consist of the
following:
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
As at March 31,
2016
`23,447
44,740
`68,187
2017
`23,452
42,034
`65,486
As at March 31,
2016
2017
`3,871
5,494
2,283
2,173
`13,821
`4,618
2,607
`7,225
`21,046
`3,353
5,912
2,394
1,368
`13,027
`4,235
1,265
`5,500
`18,527
Provisions:
Current:
Provision for warranty
Others
Non-current:
Provision for warranty
Total
As at March 31,
2016
2017
`388
874
`1,262
`436
834
`1,270
`14
`1,276
`4
`1,274
Provision for warranty represents cost associated with
providing sales support services which are accrued at
the time of recognition of revenues and are expected to
be utilized over a period of 1 to 2 years. Other provisions
primarily include provisions for indirect tax related
contingencies and litigations. The timing of cash outflows
in respect of such provision cannot be reasonably
determined.
A summary of activity for provision for warranty and other provisions is as follows:
Year ended March 31, 2016
Year ended March 31, 2017
Provision
for
warranty
`311
451
(360)
`402
Others
Total
`1,211
82
(419)
`874
`1,522
533
(779)
`1,276
Provision
for
warranty
`402
631
(593)
`440
Others
Total
`874
169
(209)
`834
`1,276
800
(802)
`1,274
Balance at the beginning of the year
Additional provision during the year
Provision used during the year
Balance at the end of the year
15. Financial instruments
Financial assets and liabilities (carrying value/fair value):
Assets:
Cash and cash equivalents
Investments
As at March 31,
2016
2017
`99,049
`52,710
Financial instruments at FVTPL
Financial instruments at FVTOCI
Financial instruments at
amortised cost
11,394
126,583
105,244
150,917
71,174
42,972
Other financial assets
Trade receivables
Unbilled revenues
Other assets
Derivative assets
Total
296
100,976
48,273
15,071
5,809
`478,329
98,844
45,095
13,414
9,853
`519,049
Liabilities:
Trade and other payables
Trade payables and accrued
expenses
Other liabilities
Loans, borrowings and bank
overdrafts
Derivative liabilities
Total
As at March 31,
2016
2017
`66,810
`65,486
3,460
1,195
125,221
142,412
2,459
`197,950
2,710
`211,803
Annual Report 2016-17
Offsetting financial assets and liabilities
The following table contains information on financial
assets and liabilities subject to offsetting:
Financial assets
Gross
amounts of
recognized
financial
assets
167,830
162,252
Gross amounts
of recognized
financial
liabilities
set off in the
balance sheet
Net amounts
of financial
assets
presented in
the balance
sheet
(3,510)
(4,899)
164,320
157,353
Other financial assets
As at March 31, 2016
As at March 31, 2017
Financial liabilities
Gross
amounts of
recognized
financial
assets
73,780
71,580
Gross amounts
of recognized
financial
liabilities
set off in the
balance sheet
Net amounts
of financial
assets
presented in
the balance
sheet
(3,510
(4,899
70,270
66,681
Trade and other
payables
As at March 31, 2016
As at March 31, 2017
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 and hence are not offset.
Fair value
The fair value of cash and cash equivalents, trade
receivables, unbilled revenues, borrowings, trade payables,
current financial assets and liabilities. approximate their
carrying amount largely due to the short-term nature of
Consolidated Financial Statements Under IFRS
these instruments. The Company’s long-term debt has
been contracted at market rates of interest. Accordingly,
the carrying value of such long-term debt approximates
fair value. Further, finance lease receivables that are
overdue are periodically evaluated based on individual
credit worthiness of customers. Based on this evaluation,
the Company records allowance for estimated losses on
these receivables. As of March 31, 2016 and 2017, 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 FVTPL are measured using net asset
values at the reporting date multiplied by the quantity
held. Fair value of investments in certificate of deposits,
commercial papers classified as FVTOCI is determined
based on the indicative quotes of price and yields
prevailing in the market at the reporting date. Fair value of
investments in equity instruments classified as FVTOCI is
determined using market and income approaches.
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
- Others
Investments
-
Investment in liquid and short-
term mutual funds
- Other Investments
- Investments in equity instruments
- Commercial paper, certificate of
As at March 31, 2016
As at March 31, 2017
Total
Fair value measurements
at reporting date using
Level 1 Level 2 Level 3
Total
Fair value measurements
at reporting date using
Level 1 Level 2 Level 3
` 3,072
2,737
` — ` 3,072
2,179
—
` — ` 7,307
2,546
558
` — ` 7,307
2,120
—
` —
426
10,578
816
4,907
10,578
—
—
—
816
—
—
—
4,907
104,675
569
5,303
104,675
—
—
—
569
—
—
—
5,303
deposits and bonds
121,676
1,094
120,582
—
145,614
—
145,614
—
Liabilities
Derivative instruments
- Cash flow hedges
- Others
Contingent consideration
Wipro Limited
(706)
(1,753)
(2,251)
—
—
—
(706)
(1,753)
—
—
—
(2,251)
(55)
(2,655)
(339)
—
—
—
(55)
(2,655)
—
—
—
(339)
297
Consolidated Financial Statements Under IFRS
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, 2017, 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.
Investment in Commercial paper, certificate of deposits
and bonds: Fair valuation is derived based on the indicative
quotes of price and yields prevailing in the market as on
the reporting date.
Details of assets and liabilities considered under Level 3 classification
Balance as at April 1, 2015
Additions
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
Balance as at April 1, 2016
Additions
Payouts
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, 2017
Description of significant unobservable inputs to valuation:
As at March 31, 2016
Investments
in equity
instruments
Derivative
Assets –
Others
Liabilities-
Contingent
consideration
` 3,867
1,016
—
—
24
—
` 4,907
` 4,907
620
—
—
(41)
(183)
—
` 5,303
` 524
—
34
—
—
—
` 558
` 558
—
—
(132)
—
—
—
` 426
` (110)
(1,908)
—
(95)
—
(138)
` (2,251)
` (2,251)
—
138
1,546
198
—
30
` (339)
Valuation technique Significant unobservable
Unquoted equity investments Discounted cash
Derivative assets
Contingent consideration
flow model
Market multiple
approach
Option pricing
model
Probability
weighted method
input
Long term growth rate
Discount rate
Revenue multiple
Volatility of comparable
companies
Time to liquidation event
Estimated revenue
achievement
Estimated earnings
achievement
Movement
by
Increase Decrease
0.5%
0.5%
0.5x
2.5%
1 year
1%
1%
`57
`(95)
`182
`31
`60
`36
`37
`(53)
`103
`(187)
`(32)
`(69)
`(36)
`(37)
298
Annual Report 2016-17
Valuation technique Significant unobservable
input
Movement
by
Increase Decrease
Consolidated Financial Statements Under IFRS
As at March 31, 2017
Unquoted equity investments Discounted cash
Derivative assets
Contingent consideration
flow model
Market multiple
approach
Option pricing
model
Probability
weighted method
Long term growth rate
Discount rate
Revenue multiple
Volatility of comparable
companies
Time to liquidation event
Estimated revenue
achievement
Estimated earnings
achievement
0.5%
0.5%
0.5x
2.5%
1 year
5%
`55
`(93)
`179
`31
`60
`56
`(51)
`101
`(186)
`(31)
`(69)
`(56)
1%
`—
`—
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.
The following table presents the aggregate contracted
principal amounts of the Company’s derivative contracts
outstanding:
Designated derivative
instruments
Sell: Forward contracts
Range forward option
contracts
Interest rate swaps
Non-designated derivative
instruments
Sell: Forward contracts
As at March 31,
2016
2017
US$ 897
271
€
£
248
AUD 139
19
SAR
7
AED
US$ 886
228
€
£
280
AUD 129
SAR —
AED —
25
US$
€
7
US$ 150
US$ 130
€
—
US$ —
US$ 1,280
55
£
87
€
35
AUD
490
¥
US$ 889
82
£
83
€
51
AUD
—
¥
As at March 31,
2016
2017
SGD
3
SGD
3
ZAR 110
ZAR 262
11
CAD
41
CAD
10
CHF
CHF —
58
SAR
49
SAR
AED
7
69
AED
PLN — PLN
31
US$
18
US$ 822
US$ —
US$ 750
Range forward option
contracts
Buy: Forward contracts
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
(loss)/gain
Changes in fair value
of effective portion of
derivatives
Net gain reclassified to
statement of income on
occurrence of hedged
transactions
(Loss)/gain on cash flow
hedging derivatives, net
Balance as at the end of the
year
Deferred tax thereon
Balance as at the end of the
year, net of deferred tax
As at March 31,
2016
2017
` 4,268
` 2,367
(3)
74
1,079
12,391
(2,977)
(7,507)
` (1,901)
` 4,958
` 2,367
`
(457)
` 7,325
` (1,419)
` 1,910
` 5,906
Wipro Limited
299
Consolidated Financial Statements Under IFRS
The related hedge transactions for balance in cash flow
hedging reserve as of March 31, 2017 are expected to
occur and be reclassified to the statement of income over
a period of 3 years.
As at March 31, 2016 and 2017, 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. The incremental impact of such
transactions on our cash flow and liquidity for the years
ended March 31, 2016 and 2017 is not material.
In certain cases, transfer of financial assets may be with
recourse. Under arrangements with recourse, the Company
is obligated to repurchase the uncollected financial
assets, subject to limits specified in the agreement
with the banks. These are reflected as part of loans and
borrowings in the statement of financial position.
Financial risk management
General
Market risk is the risk of loss of future earnings, to fair
values or to future cash flows that may result from a
change in the price of a financial instrument. The value of
a financial instrument may change as a result of changes
in the interest rates, foreign currency exchange rates and
other market changes that affect market risk sensitive
instruments. Market risk is attributable to all market risk
sensitive financial instruments including investments,
foreign currency receivables, payables and loans and
borrowings.
The Company’s exposure to market risk is a function
of investment and borrowing activities and revenue
generating activities in foreign currency. The objective of
market risk management is to avoid excessive exposure
of the Company’s earnings and equity to losses.
Risk Management Procedures
The Company manages market risk through a corporate
treasury department, which evaluates and exercises
independent control over the entire process of market
risk management. The corporate treasury department
recommends risk management objectives and policies,
which are approved by senior management and Audit
Committee. The activities of this department include
management of cash resources, implementing hedging
strategies for foreign currency exposures, borrowing
strategies, and ensuring compliance with market risk
limits and policies.
Foreign currency risk
The Company operates internationally and a major
portion of its business is transacted in several currencies.
Consequently, the Company is exposed to foreign exchange
risk through receiving payment for sales and services in
the United States and elsewhere, and making purchases
from overseas suppliers in various foreign currencies. The
exchange rate risk primarily arises from foreign exchange
revenue, receivables, cash balances, forecasted cash
flows, payables and foreign currency loans and borrowings.
A significant portion of the Company’s revenue is in the
U.S. Dollar, the United Kingdom Pound Sterling, the Euro,
the Canadian Dollar and the Australian Dollar, while a large
portion of costs are in Indian rupees. The exchange rate
between the rupee and these currencies has fluctuated
significantly in recent years and may continue to fluctuate
in the future. Appreciation of the rupee against these
currencies can adversely affect the Company’s results
of operations.
The Company evaluates exchange rate exposure arising
from these transactions and enters into foreign currency
derivative instruments to mitigate such exposure. The
Company follows established risk management policies,
including the use of derivatives like foreign exchange
forward/option contracts to hedge forecasted cash flows
denominated in foreign currency.
The Company has designated certain derivative
instruments as cash flow hedges to mitigate the foreign
exchange exposure of forecasted highly probable cash
flows. The Company has also designated foreign currency
borrowings as hedge against respective net investments
in foreign operations.
As of March 31, 2016, and 2017 respectively, a `1 increase/
decrease in the spot exchange rate of the Indian rupee
with the U.S. dollar would result in approximately `1,398
and `1,155 decrease/increase in the fair value of foreign
currency dollar denominated derivative instruments.
300
Annual Report 2016-17
The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2016 and 2017:
As at March 31, 2016
Consolidated Financial Statements Under IFRS
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)
Australian
Dollar
Canadian
Dollar
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)
`1,754
1,780
362
2,091
`(776)
(18,869)
`18,049
(4,339)
`1,150
(4,788)
`6,431
(1,417)
`3,794
Total
Other
currencies#
`50,207
`3,023
31,802
1,398
50,642
1,403
171
5,201
`— `(72,286)
(1,702)
`4,293
(31,264)
`34,302
`419
258
43
14
`—
(149)
`585
As at March 31, 2017
US$
Euro
`33,388
15,839
15,752
1,612
`(58,785)
`4,663
2,801
1,178
1,437
`(494)
Pound
Sterling
`5,078
4,454
571
190
`(604)
Australian
Dollar
Canadian
Dollar
`2,547
2,024
335
1,568
`(537)
`890
577
2
7
`—
Total
Other
currencies#
`4,218
2,926
675
360
`50,784
28,621
18,513
5,174
`(509) `(60,929)
(22,339)
`(14,533)
(4,284)
`5,301
(4,605)
`5,084
(1,453)
`4,484
(443)
`1,033
(2,136)
`5,534
(35,260)
`6,903
# Other currencies reflect currencies such as Singapore Dollars, Saudi Arabian Riyals etc.
As at March 31, 2016 and 2017 respectively, every 1%
increase/decrease of the respective foreign currencies
compared to functional currency of the Company would
impact results by approximately `343 and `69 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. Certain
borrowings are also transacted at fixed interest rates. If
interest rates were to increase by 100 bps from March 31,
2017, additional net annual interest expense on floating
rate borrowing would amount to approximately `1,226.
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, 2016 and 2017, respectively
and revenues for the year ended March 31, 2015, 2016 and
2017, respectively. There is no significant concentration
of credit risk.
Financial assets that are neither past due nor impaired
Cash and cash equivalents, unbilled revenues, 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 corporates, which have high
credit-ratings assigned by international and domestic
credit-rating agencies. Investments 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.
Credit risk
Financial assets that are past due but not impaired
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
There is no other class of financial assets that is past
due but not impaired except for receivables of `8,709
and `9,108 as of March 31, 2016 and 2017, respectively.
Of the total receivables, `73,787 and `68,571 as of March
31, 2016 and 2017, respectively, were neither past due nor
Wipro Limited
301
Consolidated Financial Statements Under IFRS
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
Counterparty risk
As at March 31,
2016
2017
`73,787
`68,571
7,924
3,959
2,980
17,324
`32,187
8,259
3,929
3,410
19,203
`34,801
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, 2017, cash and
cash equivalents are held with major banks and financial
institutions.
The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the
reporting date. The amounts include estimated interest payments and exclude the impact of netting agreements, if any.
Loans, borrowings and bank overdrafts
Carrying
value
`125,221
Less than 1
year
`108,775
Trade payables and accrued expenses
66,810
66,810
Derivative liabilities
Other liabilities
2,459
3,460
2,340
1,570
As at March 31, 2016
Contractual cash flows
1-2 years 2-4 years 4-7 years
Total
`4,416
`13,194
`315
`126,700
—
82
828
—
37
1,831
—
—
54
66,810
2,459
4,283
As at March 31, 2017
Contractual cash flows
Loans, borrowings and bank overdrafts
Carrying
value
`142,412
Less than 1
year
`124,243
Trade payables and accrued expenses
65,486
65,486
Derivative liabilities
Other liabilities
2,710
1,195
2,708
341
1-2 years 2-4 years 4-7 years
Total
`14,132
`5,526
`341
`144,242
—
2
810
—
—
—
—
—
77
65,486
2,710
1,228
302
Annual Report 2016-17
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:
Cash and cash equivalents
Investments
Loans and borrowings
Net cash position
As at March 31,
2016
2017
`52,710
`99,049
204,244
292,030
(125,221)
(142,412)
`178,072 `202,328
16. Foreign currency translation reserve
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,
2016
2017
`11,249
`16,116
5,680
(3,285)
(813)
`4,867
`16,116
276
`(3,009)
`13,107
Consolidated Financial Statements Under IFRS
Income tax expense consists of the following:
Current taxes
Domestic
Foreign
Deferred taxes
Domestic
Foreign
Total income tax expense
Year ended March 31,
2015
2016
2017
`19,163 `20,221 `21,089
5,913
5,412
`25,076 `25,757 `26,501
5,536
`(247)
`(506)
`(63)
115
(205)
`(452)
(1,225)
`(391) `(1,288)
`24,624 `25,366 `25,213
Income tax expenses are net of reversal of provisions
pertaining to earlier periods, amounting to `891, `1,337
and `593 for the year ended March 31, 2015, 2016 and
2017, 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,
2015
2016
2017
Profit before taxes
`111,683 `114,933 `110,356
Enacted income tax rate
in India
Computed expected tax
expense
33.99% 34.61% 34.61%
37,961
39,778
38,194
Income tax expense has been allocated as follows:
Effect of:
Year ended March 31,
2015
2016
2017
Income tax expense as per
the statement of income
Income tax included in
other comprehensive
income on:
Unrealized gains/(losses)
on investment securities
Unrealized gains/(losses)
on cash flow hedging
derivatives
Defined benefit plan
actuarial gains/(losses)
Total income taxes
`24,624 `25,366 `25,213
335
42
594
650
(260)
962
(19)
43
`25,590 `24,924 `26,812
(224)
Income exempt from tax
(11,698)
(10,750)
(10,368)
Basis differences that
will reverse during a tax
holiday period
Income taxed at higher/
(lower) rates
Income taxes relating
to prior years
Changes in unrecognized
deferred tax assets
Expenses disallowed
for tax purposes
Others, net
(327)
(475)
(199)
(1,910)
(3,305)
(3,530)
(891)
(1,337)
(593)
343
87
40
1,225
(79)
1,729
(361)
1,834
(165)
Total income tax expense `24,624 `25,366 `25,213
Wipro Limited
303
Consolidated Financial Statements Under IFRS
The components of deferred tax assets and liabilities are
as follows:
future taxable income during the carry-forward period
are reduced.
Carry-forward business losses(1)
Accrued expenses and liabilities
Allowances for doubtful
accounts receivable
Minimum alternate tax
Others
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest on bonds and fair value
movement of investments
Cash flow hedges
Deferred revenue
Others
Net deferred tax assets/(liabilities)
Amounts presented in statement
of financial position:
Deferred tax assets
Deferred tax liabilities
As at March 31,
2016
` 5,250
3,270
3,039
1,457
328
13,344
4,262)
(3,963)
(4,665)
(814)
2017
`5,513
3,151
2,955
1,520
—
13,139
(4,153)
(4,057)
(4,511)
(2,245)
(458)
(4)
—
(14,166)
(822)
(1,419)
(183)
(87)
(16,655)
(3,516)
4,286
(5,108)
3,098
(6,614)
(1) Includes deferred tax asset recognised on carry forward
losses pertaining to business combinations.
Deferred taxes on unrealized foreign exchange gain / loss
relating to cash flow hedges, fair value movements in
investments and actuarial gains/losses on defined benefit
plans are recognized in other comprehensive income.
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
Deferred tax asset amounting to `1,782 and `1,714 as at
March 31, 2016 and 2017, respectively in respect of unused
tax losses have not been recognized by the Company. The
tax loss carry-forwards of `6,679 and `6,763 as at March
31, 2016 and March 31, 2017, 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, `6,117 and `5,371
as at March 31, 2016 and March 31, 2017, respectively, of
these tax loss carry-forwards is not currently subject to
expiration dates. The remaining tax loss carry-forwards
of approximately `562 and `1,391 as at March 31, 2016
and March 31, 2017, respectively, expires in various years
through fiscal 2037.
The Company has recognized deferred tax assets of
`5,250 and `5,513 in respect of carry forward losses of
its various subsidiaries as at March 31, 2016 and 2017.
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 `1,457 and `1,520 has
been recognized in the statement of financial position as
of March 31, 2016 and 2017 respectively, which can be
carried forward for a period of fifteen 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
units established under the Special Economic Zone Act,
2005 scheme. Units designated in 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
304
Annual Report 2016-17
2030-31. 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 `11,412,
`10,212 and `9,140 for the years ended March 31, 2015,
2016 and 2017 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, 2015, 2016 and 2017 was `4.65, `4.16 and `3.76
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 `33,920 and `46,905 as of March 31, 2016
and 2017, respectively and branch profit tax @15% of the
US branch profit have not been recognized. Further, it is not
practicable to estimate the amount of the unrecognized
deferred tax liabilities for these undistributed earnings.
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 `10, `12
and `3 during the years ended March 31, 2015, 2016 and
2017, respectively, including an interim dividend of `5, `5
and `2 for the years ended March 31, 2015, 2016 and 2017.
During the year ended March 31, 2017, the Company has
concluded the buyback of 40 million equity shares as
approved by the Board of Directors on April 20, 2016. This
has resulted in a total cash outflow of `25,000. In line with
the requirement of the Companies Act 2013, an amount
of `14,254 and `10,666 has been utilized from the share
premium account and retained earnings respectively.
Further, a capital redemption reserves of `80 (representing
the nominal value of the shares bought back) has been
created as an apportionment from retained earnings.
Consequent to such buy back, share capital has been
reduced by `80.
The Board of Directors in their meeting held on April 25,
2017 approved issue of stock dividend, commonly known
Consolidated Financial Statements Under IFRS
as issue of bonus shares in India, in the proportion of 1:1,
i.e. 1 (One) equity share of `2 each for every 1 (one) fully
paid-up equity share held (including ADS holders) as on
the record date, subject to approval by the Members of
the Company through Postal Ballot/e-voting. The stock
dividend, if approved, will not affect the ratio of ADSs to
equity shares, such that each ADS after the bonus issue
will continue to represent one equity share of par value
of `2 per share.
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 amount of future dividends/buy back of equity shares
will be balanced with efforts to continue to maintain an
adequate liquidity status.
The capital structure as of March 31, 2016 and 2017 was
as follows:
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,
2016
2017 % Change
`465,172
520,304
11.85%
79%
79%
107,860
122,801
17,361
19,611
125,221
142,412
13.73%
21%
21%
`590,393
662,716
12.25%
Loans and borrowings represented 21% and 21% of total
capital as of March 31, 2016 and 2017, respectively. The
Company is not subject to any externally imposed capital
requirements.
Wipro Limited
305
Consolidated Financial Statements Under IFRS
20. Revenues
22. Other operating income
2016
Year ended March 31,
2015
2017
`435,507 `481,369 `522,061
28,341
`469,545 `512,440 `550,402
34,038
31,071
Rendering of services
Sale of products
Total revenues
21. Expenses by nature
Year ended March 31,
2015
2016
2017
Employee
compensation
Sub-contracting/
technical fees
Cost of hardware and
software
Travel
Facility expenses
Depreciation,
amortization and
impairment (1)
Communication
Legal and
professional fees
Rates, taxes and
insurance
Marketing and brand
building
Provision for doubtful
debts
Miscellaneous
expenses
Total cost of revenues,
selling and marketing
expenses and general
and administrative
expenses
`224,838 `245,534 `268,081
52,303
67,769
82,747
32,210
21,684
15,167
30,096
23,507
16,480
27,216
20,147
19,297
12,823
5,204
14,965
4,825
23,107
5,370
3,682
4,214
4,957
2,240
2,526
2,261
1,598
2,292
2,936
922
2,004
2,427
5,088
5,235
5,836
`377,759 `419,447 `464,382
(1) Includes impairment charge on certain intangible assets
recognised on acquisitions, amounting to `134, ` Nil
and `3,056 for the year ended March 31, 2015, 2016
and 2017 respectively.
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Basic earnings per share
During the year ended March 31, 2017, the Company
has concluded the sale of the EcoEnergy division for a
consideration of `4,670. Net gain from the sale, amounting
to `4,082 has been recorded as other operating income.
23.
Finance expense
Interest expense
Exchange fluctuation
on foreign currency
borrowings, net
Total
Year ended March 31,
2015
`768
2016
`1,410
2017
`1,916
2,831
`3,599
4,172
`5,582
3,267
`5,183
24. Finance and other income
Interest income
Dividend income
Unrealized gains/
losses on financial
instruments
measured at fair
value through profit
or loss
Gain on sale of
investments
Total
Year ended March 31,
2015
`15,687
224
2016
`20,568
66
2017
`17,307
311
—
375
556
3,948
`19,859
2,646
`23,655
3,486
`21,660
25. Earnings per equity share
A reconciliation of profit for the year and equity shares
used in the computation of basic and diluted earnings per
equity share is set out below:
Basic: Basic earnings per share is calculated by dividing the
profit attributable to equity shareholders of the Company by
the weighted average number of equity shares outstanding
during the period, excluding equity shares purchased by
the Company and held as treasury shares. Equity shares
held by controlled Wipro Equity Reward Trust (“WERT”) and
Wipro Inc Benefit Trust (“WIBT”) have been reduced from the
equity shares outstanding for computing basic and diluted
earnings per share. During the year ended March 31, 2015,
WIBT sold 1.8 million shares of Wipro Limited.
Year ended March 31,
2015
`86,528
2,454,681,650
`35.25
2016
`89,075
2,456,559,400
`36.26
2017
`84,895
2,428,540,505
`34.96
306
Annual Report 2016-17
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.
Consolidated Financial Statements Under IFRS
The calculation is performed in respect of share options
to determine the number of shares that could have
been acquired at fair value (determined as the average
market price of the Company’s shares during the period).
The number of shares calculated as above is compared
with the number of shares that would have been issued
assuming the exercise of the share options.
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Effect of dilutive equivalent share options
Weighted average number of equity shares for diluted earnings
per share
Diluted earnings per share
26. Employee stock incentive plans
The stock compensation expense recognized for employee
services received during the year ended March 31, 2015,
2016 and 2017 were `1,138, `1,534 and `1,742 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
Name of Plan
Year ended March 31,
2015
`86,528
2,454,681,650
7,897,511
2016
`89,075
2,456,559,400
5,130,508
2017
`84,895
2,428,540,505
7,133,064
2,462,579,161
`35.13
2,461,689,908
`36.18
2,435,673,569
`34.85
recommends to WERT certain officers and key employees,
to whom WERT issues shares from its holdings at nominal
price subject to vesting conditions. WERT held 14,829,824,
14,829,824 and 13,728,607 shares as at March 31, 2015,
2016 and 2017 respectively.
Wipro Employee Stock Option Plans and Restricted Stock
Unit Option Plans
A summary of the general terms of grants under stock
option plans and restricted stock unit option plans are
as follows:
Wipro Employee Stock Option Plan 1999 (1999 Plan)
Wipro Employee Stock Option Plan 2000 (2000 Plan)
Stock Option Plan (2000 ADS Plan)
Wipro Restricted Stock Unit Plan (WRSUP 2004 plan)
Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan)
Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan)
Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan)
Wipro Equity Reward Trust Employee Stock Purchase Plan, 2013
Authorized
Shares
Range of
Exercise Prices
50,000,000
280,303,030
15,000,000
22,424,242
22,424,242
22,424,242
18,686,869
14,829,824
`171 – 490
`171 – 490
US$3 – 7
`2
US$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.
Wipro Limited
307
Consolidated Financial Statements Under IFRS
The activity in these stock option plans is summarized below:
Outstanding at the
beginning of the year
Granted
Exercised
Forfeited and expired
Year ended March 31,
2015
2016
2017
Range of
Exercise
Prices
`480–489
Number Weighted
Average
Exercise
Price
`480.20
33,636
Number Weighted
Average
Exercise
Price
`480.20
20,181
Number Weighted
Average
Exercise
Price
`480.20
20,181
`2
8,007,354
`2
6,332,219
`2
7,254,326
`2
US$0.03
`480–489
`2
US$0.03
`480–489
2,096,492
—
2,480,000
1,689,500
US$0.03
`—
`2
US$0.03
`—
2,576,644
—
2,870,400
1,697,700
US$0.03
`—
`2
US$0.03
`—
3,747,430
—
2,398,000
2,379,500
(13,455)
`2 (1,968,609)
—
`2 (1,329,376)
—
`2 (1,113,775)
US$0.03
`480–489
(743,701)
—
`2 (2,186,526)
US$0.03
`—
`2
US$0.03
`480.20
(340,876)
—
(618,917)
(186,038)
20,181
US$0.03
`—
`2
US$0.03
`480.20
(174,717)
—
(586,468)
(663,430)
20,181
US$0.03
`—
`2.00
US$0.03
`—
`2.00
US$0.03
`—
`2.00
US$0.03
`480.20
Outstanding at the end
of the year
US$0.03
`480–489
(465,647)
20,181
Exercisable at the end
of the year
`2
6,332,219
`2
7,254,326
`2
7,952,083
`2.00
US$0.03
`480–489
2,576,644
—
US$0.03
`480.20
3,747,430
20,181
US$0.03
`480.20
5,288,783
20,181
US$0.03
`480.20
`2
1,389,772
`2
1,204,405
`2
698,320
`2
US$0.03
180,683
US$0.03
256,753
US$0.03
141,342
US$0.03
The following table summarizes information about outstanding stock options:
2015
As at March 31,
2016
2017
Range of
Exercise
price
`480 – 489
`2
US$0.03
Weighted
Average
Exercise
Price
Numbers Weighted
Average
Remaining
Life
(Months)
20,181
24
`2 7,254,326
25
31 US$0.03 3,747,430
20,181
6,332,219
2,576,644
`480.20
Numbers Weighted
Average
Remaining
Life
(Months)
Weighted
Average
Exercise
Price
Numbers Weighted
Average
Remaining
Life
(Months)
Weighted
Average
Exercise
Price
— `480.20
20,181
`2.00 7,952,083
23
24 US$0.03 5,288,783
— `480.20
`2.00
19
24 US$0.03
The weighted-average grant-date fair value of options granted during the year ended March 31, 2015, 2016 and 2017
was `658.12, `699.96 and `569.52 for each option, respectively. The weighted average share price of options exercised
during the year ended March 31, 2015, 2016 and 2017 was `603.58, `608.62 and `536.80 for each option, respectively.
308
Annual Report 2016-17
27. Employee benefits
a) Employee costs include:
Year ended March 31,
2015
2017
`218,985 `237,949 `259,270
2016
688
885
1,095
Salaries and bonus
Employee benefit
plans
Gratuity and other
defined benefit plans
Contribution to
provident and other
funds
Share based
compensation
Consolidated Financial Statements Under IFRS
Amount recognized in the statement of income in respect
of defined benefit plans 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,
2015
`665
2016
`915
2017
`1,130
23
(30)
(35)
`688
`885
`1,095
`365
`351
`692
4,027
5,166
5,974
Change in present value of defined benefit obligation is
summarized below:
1,138
1,742
`224,838 `245,534 `268,081
1,534
The employee benefit cost is recognized in the following
line items in the statement of income:
Cost of revenues
Selling and marketing
expenses
General and
administrative
expenses
Year ended March 31,
2015
2017
`189,959 `207,747 `226,595
2016
21,851
23,663
26,051
13,028
15,435
`224,838 `245,534 `268,081
14,124
Defined benefit plan actuarial (gains)/ losses recognized
in other comprehensive income include:
Year ended March 31,
2016
2017
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
b) Defined benefit plans
30
180
(189)
363
2
(73)
798
1,010
(313)
(212)
Defined benefit plans include gratuity for employees
drawing a salary in Indian rupees and certain benefit plans
in foreign jurisdictions.
Wipro Limited
Defined benefit obligation at the
beginning of the year
Acquisitions
Current service cost
Interest on obligation
Benefits paid
Remeasurement loss/(gains)
Actuarial loss/(gain) arising from
financial assumptions
Actuarial loss/(gain) arising from
demographic assumptions
Actuarial loss/(gain) arising from
experience adjustments
As at March 31,
2016
2017
`4,941
—
915
350
(530)
`6,656
751
1,130
464
(708)
180
2
363
(73)
798
(313)
Defined benefit obligation at the
end of the year
`6,656
`8,270
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
Remeasurement loss/(gains)
Return on plan assets excluding
interest income
Fair value of plan assets at the
end of the year
Present value of unfunded
obligation
Recognized asset/(liability)
As at March 31,
2016
2017
`4,781
—
380
1,887
(530)
`6,488
561
499
186
(4)
(30)
189
`6,488
`7,919
`(168)
`(168)
`(351)
`(351)
309
Consolidated Financial Statements Under IFRS
As at March 31, 2016 and 2017, 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 gratuity 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 principal assumptions used for the purpose of
actuarial valuation of these defined benefit plans are as
follows:
Discount rate
Expected return on plan assets
Expected rate of salary increase
As at March 31,
2016
7.02%
7.02%
7.31%
2017
5.91%
5.91%
6.90%
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 primarily based on the prevailing
market yields of 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.
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, 2018
Estimated benefit payments from the fund
for the year ending March 31:
2018
2019
2020
2021
2022
Thereafter
Total
`1,284
`1,171
1,062
977
870
756
5,378
`10,214
The expected benefits are based on the same assumptions
used to measure the Company’s benefit obligations as of
March 31, 2017.
Sensitivity for significant actuarial assumptions is
computed to show the movement in defined benefit
obligation by 0.5 percentage.
As of March 31, 2017, every 0.5 percentage point increase/
(decrease) in discount rate will result in (decrease)/
increase of gratuity benefit obligation by approximately
`(187) and `207 respectively.
As of March 31, 2017 every 0.5 percentage point increase/
(decrease) in expected rate of salary will result in increase/
(decrease) of gratuity benefit obligation by approximately
`176 and `(169) 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,
2016
`36,019
2017
`40,059
36,019
`—
40,059
`—
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
As at March 31,
2016
2017
7.75%
6.90%
6 years
8.75%
6 years
8.65%
310
Annual Report 2016-17
Consolidated Financial Statements Under IFRS
Country of
Incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
Japan
China
India
India
Mauritius
U.K.
Austria
Denmark
U.K.
U.K.
Cyprus
Qatar
Mexico
Philippines
Hungary
28. Related party relationships and transactions
List of subsidiaries as of March 31, 2017 are provided in the table below.
Subsidiaries
Subsidiaries
Subsidiaries
Wipro LLC
Wipro Gallagher Solutions, Inc.
Infocrossing, Inc.
Wipro Insurance Solutions LLC
Wipro Data Centre and Cloud
Services, Inc.
Wipro IT Services, Inc.
Opus Capital Markets
Consultants LLC
Wipro Promax Analytics
Solutions LLC
HPH Holdings Corp. (A)
Appirio, Inc. (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 Technology
Austria GmbH(A)
Wipro Digital Aps (A)
Wipro Europe Limited
Wipro Financial Services
UK Limited (formerly Wipro
Promax Analytics Solutions
(Europe) Limited)
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 SA
Wipro Information Technology Egypt
SAE
Wipro Arabia Co. Limited
Wipro Poland Sp. Z.o.o
Wipro IT Services Poland
Sp. z o. o
Wipro Technologies Australia Pty Ltd.
Wipro Corporate Technologies Ghana
Limited
Wipro Limited
Wipro Holdings Investment
Korlátolt Felelősségű Társaság
Hungary
Argentina
Egypt
Saudi Arabia
Poland
Poland
Australia
Ghana
311
Consolidated Financial Statements Under IFRS
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Technologies South Africa
(Proprietary) Limited
Wipro IT Services Ukraine LLC
Wipro Information Technolog y
Netherlands BV.
Country of
Incorporation
South Africa
Wipro Technologies Nigeria
Limited
Nigeria
Ukraine
Netherlands
Portugal
Russia
Chile
Canada
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 Technologies Norway AS Norway
Wipro Technologies VZ, C.A.
Ireland
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 GmbH
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Wipro Networks Pte Limited
Wipro Chengdu Limited
Wipro Airport IT Services
Limited*
Appirio India Cloud Solutions
Private Limited
Wipro Technologies Peru S.A.C Peru
Venezuela
Cellent Mittelstandsberatung
GmbH
Cellent Gmbh(A)
Romania
Indonesia
Australia
Thailand
Bahrain
Sultanate of
Oman
Iraq
Germany
Germany
Austria
Singapore
China
Malaysia
China
India
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 Co 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.
312
Annual Report 2016-17
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 Technology Austria GmbH, Wipro Europe Limited, Wipro Portugal S.A,
Wipro Digital Aps, Cellent Gmbh, HPH Holdings Corp. and Appirio, Inc. are as follows:
Consolidated Financial Statements Under IFRS
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Information
Technology Austria
GmbH
Wipro Europe Limited
Wipro Portugal S.A.
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
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
Designit Colombia
S A S
Designit Peru S.A.C.
Cellent GmbH
HPH Holdings Corp.
Appirio, Inc.
Frontworx
Informationstechnologie
Gmbh
Healthplan Services
Insurance Agency, Inc.
Healthplan Services,
Inc.
Appirio K.K.
Topcoder, Inc.
Appirio Ltd
Appirio Pvt Ltd
KI Management Inc.
Appirio GmbH
Appirio Ltd (UK)
Saaspoint, Inc.
Country of
Incorporation
Austria
Austria
France
U.K.
U.K.
Portugal
U.K.
Brazil
Germany
Brazil
Denmark
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
Colombia
Peru
Austria
Austria
USA
USA
USA
USA
Japan
USA
Ireland
Germany
UK
USA
Singapore
USA
Wipro Limited
313
Consolidated Financial Statements Under IFRS
The list of controlled trusts are:
Name of entity
Wipro Equity Reward Trust
Wipro Inc Benefit Trust*
* 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.
Country ofIncorporation
India
India
Nature
Trust
Trust
Nature
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
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(11)
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)
The other related parties are:
Name of other related parties
Azim Premji Foundation
Azim Premji Foundation for Development
Azim Premji education trust
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
(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) Up to July19, 2016.
(7) Effective October 1, 2013.
(8) Effective February 1, 2016.
(9) Effective April 1, 2016.
(10) Up to January 31, 2017.
(11) Up to July 18, 2016.
Relative of key management personnel
- Yasmeen H. Premji
- Tariq Azim Premji
314
Annual Report 2016-17
Consolidated Financial Statements Under IFRS
The Company has the following related party transactions:
Transaction / Balances
Entities controlled by Directors Key Management Personnel
Sales 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
2015
`154
207
—
—
17,166
—
55
63
2
—
—
—
193
340
2016
`240
231
—
—
20,599
—
36
22
43
—
—
—
137
225
2017
`114
106
—
—
5,087
—
43
8
93
—
—
—
76
22
2015
—
—
—
—
958
—
—
4
3
174
56
17
—
66
2016
—
—
—
—
1,147
—
—
6
—
273
135
—
—
37
2017
—
—
—
—
287
—
—
6
—
231
156
—
—
27
# Post employment benefit comprising of compensated absences is not disclosed as this is determined for the Company
as a whole. Benefits include the prorated value of RSUs granted to the personnel, which vest over a period of time.
29. 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 `4,727, `5,184 and `5,953 for the year ended March
31, 2015, 2016 and 2017, 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,
2016
`4,246
2017
`5,040
9,900
2,713
`16,859
12,976
2,760
`20,776
Capital commitments: As at March 31, 2016 and 2017, the
Company had committed to spend approximately `10,734
and `12,238 respectively, under agreements to purchase/
construct property and equipment. These amounts are net
of capital advances paid in respect of these purchases.
Guarantees: As at March 31, 2016 and 2017, performance
and financial guarantees provided by banks on behalf of
the Company to the Indian Government, customers and
certain other agencies amount to approximately `25,218
and `22,023 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, 2008. Further appeals have been filed
by the Income tax authorities before the Honorable 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. Department has filed a Special
Wipro Limited
315
Consolidated Financial Statements Under IFRS
Leave Petition (SLP) before the Supreme Court of India for
the year ended March 31, 2001 to March 31, 2004.
On similar issues for years up to March 31, 2000, the
Honorable High Court of Karnataka has upheld the claim
of the Company under section 10A of the Act. For the
year ended 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.
The Company received the draft assessment order for the
year ended March 31, 2012 in March 2016 with a proposed
demand of `4,241 (including interest of `1,376). Based
on the DRP’s direction, allowing majority of the issues in
favor of the Company, the assessing officer has passed the
final order with Nil demand. However, on similar issue for
earlier years, the Income Tax authorities have appealed
before the Tribunal.
For year ended March 31, 2013 the Company received the
draft assessment order in December 2016 with a proposed
demand of `4,118 (including interest of `1,278), arising
primarily on account of section 10AA issues with respect to
exclusion from Export Turnover. The Company has filed an
objection before the DRP within the prescribed timelines.
Considering the facts and nature of disallowance and the
order of the appellate authority / Honorable 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 `2,585 and `2,654 as of March 31, 2017 and
2016. 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.
30. 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. Effective April 1, 2016, The Company realigned
its industry verticals. The Communication Service Provider
business unit was regrouped from the former Global Media
and Telecom (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 Retail, Consumer, Transport
and Government (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), Healthcare and
Lifesciences (HLS), Consumer Business Unit (CBU), Energy,
Natural Resources and Utilities (ENU), Manufacturing
and Technology (MNT) and Communications (COMM). IT
Services segment also includes Others which comprises
dividend income relating to strategic investments,
which are presented within “Finance and other Income”
in the statement of Income. Key service offerings to
customers includes software application development
and maintenance, research and development services
for hardware and software design, business application
services, analytics, consulting, infrastructure outsourcing
services and business process services.
Comparative information has been restated to give effect
to the above changes.
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. Revenue
relating to the above items is reported as revenue from the
sale of IT Products.
The Chairman and 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.
316
Annual Report 2016-17
Information on reportable segments for the year ended March 31, 2017 is as follows:
Consolidated Financial Statements Under IFRS
IT Services
IT
Products
Reconciling
Items
Entity
total
BFSI
HLS
CBU
ENU
MNT
COMM Others
Total
135,967 82,242 83,417 68,883 119,175 38,756
— 528,440
4,082
25,922
(183) 554,179
4,082
24,939
9,479 14,493 14,421
23,453
6,149
—
92,934
(951)
96,065
(1,680)
—
(1,680)
(506)
—
(506)
90,748
(951)
93,879
(5,183)
21,660
110,356
(25,213)
85,143
23,107
Revenue
Other operating
income
Segment Result
Unallocated
Segment Result
Total
Finance expense
Finance and other
income
Profit before tax
Income tax expense
Profit for the period
Depreciation,
amortization and
impairment
Information on reportable segments for the year ended March 31, 2016 is as follows:
IT Services
CBU
ENU
HLS
58,358 79,514 70,866 113,422 37,009
5,990
12,009 13,590 13,475
24,223
MNT
COMM Others
IT
Products
Reconciling
Items
Entity
total
Total
— 487,316
97,189
—
1,064
98,253
29,722
(1,007)
—
(1007)
(731) 516,307
95,796
(386)
1,064
—
96,860
(386)
BFSI
128,147
27,902
Revenue
Segment Result
Unallocated
Segment Result
Total
Finance expense
Finance and other
income
Profit before tax
Income tax expense
Profit for the period
Depreciation,
amortization and
impairment
Information on reportable segments for the year ended March 31, 2015 is as follows:
COMM Others
34,160
6,414
583
Total
— 440,180
98,763
(2,329)
96,434
BFSI
115,505
26,801
HLS
49,884
10,565
CBU
66,866
13,635
IT Services
ENU
71,228 102,537
23,831
16,934
MNT
Revenue
Segment Result
Unallocated
Segment Result
Total
Finance expense
Finance and other
income
Profit before tax
Income tax expense
Profit for the period
Depreciation,
amortization and
impairment
Wipro Limited
(5,582)
23,655
114,933
(25,366)
89,567
14,965
IT
Products
34,006
374
—
374
Reconciling
Items
Entity
total
(1,004) 473,182
97,752
(1,385)
(2,329)
—
95,423
(1,385)
(3,599)
19,859
111,683
(24,624)
87,059
12,823
317
Consolidated Financial Statements Under IFRS
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
Year ended March 31,
2015
45,814
227,328
124,523
75,517
2017
46,555
290,719
133,909
82,996
`473,182 `516,307 `554,179
2016
51,371
258,615
126,417
79,904
No client individually accounted for more than 10% of the
revenues during the year ended March 31, 2015, 2016 or
2017.
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) Effective April 1, 2016, CODM’s review of the segment
results is measured after including the amortization
and impairment charge for acquired intangibles to
the respective segments. Such costs were classified
under reconciling items till the year ended March 31,
2016. Comparative information has been restated to
give effect to the same.
b)
“Reconciling items” includes elimination of inter-
segment transactions, dividend income/ gains/
losses relating to strategic investments and other
corporate activities.
c) 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.
d) Revenues include excise duty of `2, ` Nil and ` Nil
for the year ended March 31, 2015, 2016 and 2017,
respectively. For the purpose of segment reporting,
the segment revenues are net of excise duty. Excise
duty is reported in reconciling items.
e) Revenue from sale of traded cloud based licenses is
reported as part of IT Services revenues.
f)
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).
g) For evaluating performance of the individual
operating segments, stock compensation expense is
allocated on the basis of straight line amortization.
The differential impact of accelerated amortization
of stock compensation expense over stock
compensation expense allocated to the individual
operating segments is reported in reconciling items.
h)
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. 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)
Segment result of HLS industry vertical for the year
ended March 31, 2017 is after considering the impact
of impairment charge recorded on certain intangible
assets recognised on acquisitions.
j) Net gain from sale of EcoEnergy division amounting
to `4,082 is included as part of IT Services segment
result for the year ended March 31, 2017.
k) 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,
2015
`1,247
(10)
(99)
`1,138
2016
`1,424
2
108
`1,534
2017
`1,550
4
188
`1,742
318
Annual Report 2016-17
Business Responsibility
Report
Section A: General Information about the Company
ii. Number of National Locations
1. Corporate Identity Number (CIN) of the Company
55 locations
L32102KA1945PLC020800.
2. Name of the Company
Wipro Limited
3. Registered address
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
April 1, 2016 to March 31, 2017 (FY 2016-17)
7. Sector(s) that the Company is engaged in (industrial
Please refer complete list of locations available
on the Company’s website at www.wipro.com
10. Markets served by the Company – Local/State/
National/International/
Please refer to “Geography Wise Performance” on page
no. 43 of this Annual Report.
Section B: Financial Details of the Company
1. Paid up Capital
As at March 31, 2017 the paid up equity share capital
of the Company stood at ` 4,86,18,01,130 consisting
of 2,43,09,00,565 equity shares of ` 2 each.
2. Total Turnover
For the financial year 2016-17, the total turnover of
the Company on a consolidated basis was ` 550,402
million.
activity code-wise)
3. Total profit after taxes
IT Software, Services and related activities
NIC Code-620
For the financial year 2016-17 the net profit of the
Company on a consolidated basis was ` 85,179
million.
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
4. Total Spending on Corporate Social Responsibility
(CSR) as percentage of profit after tax
Please refer to Corporate Social Responsibility Report
for the year on Page 88-94 of the 2016-17 Annual
Report.
i. Number of International Locations (Provide
5. List of activities in which expenditure in 4 above has
details of major 5)
been incurred:-
162 locations (including data centers)
Please refer complete list of locations available
on the Company’s website at www.wipro.com
Please refer to Corporate Social Responsibility Report
for the year on Page 88-94 of the 2016-17 Annual
Report.
Wipro Limited
319
Section C: Other Details
1. Does the Company have any Subsidiary Company/
Companies?
The Company has 91 subsidiaries as on March 31,
2017.Please refer the complete list on page nos.
185-187 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 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%]
Less than 30%
Section D: BR Information
1. Details of Director responsible for BR
a) Details of the Director responsible for
implementation of the BR policy/policies
The “Board Governance and Nomination
Committee” is responsible for the implementation
of the CSR policy. Please refer to Page 118-119
of the 2016-17 Annual Report.
b) Details of the BR head
DIN (if applicable) Not applicable
Anurag Behar
Name
Chief Sustainability Officer
Designation
080 66144900
Telephone No.
Email id
anurag.behar@wipro.com
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.
w i p ro.c o m /d o c u m e n t s / E c o l o g i c a l _
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 and 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
Sustainability Report 15-16 for details of
our advocacy and outreach engagements.
http://wiprosustainabilityreport.com/15-
16/?q=advocacy-and-public-policy.
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
a re i n c o m p l i a n c e w i t h G e n e ra l ly
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
Leadership in Energy and Environmental
Design (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
•
•
320
Annual Report 2016-17
•
•
•
•
•
•
years, cover this principle.
Principle 4: Yes. Our comprehensive
sustainability reports, independently
assured for last 8 years, cover this principle.
Principle 5: Yes. We subscribe to the UN
Global Compact principles.
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. We also
disclose details of our programs and key
outcomes as part of Global Reporting
Initiative (GRI) based sustainability reports
and UNGC Communication in Progress.
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, 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: The Policy on Corporate Social
Responsibility is approved by the board.
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, Nomination and
Compensation Committee” oversees the
implementation of policies and initiatives
related to CSR.
f)
http://www.wipro.com/documents/investors/pdf-
files/policy-on-corporate-social-responsibility-2015.
pdf
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/
p d f - f i l e s /p o l i c y - o n - c o r p o r a t e - s o c i a l-
responsibility-2015.pdf
Policy on Human Rights-
http://www.wipro.com/documents/Human-
Rights-Policy.pdf
GRI Report 2015-16-
http://www.wiprosustainabilityreport.com/
g) Has the policy been formally communicated to
all relevant internal and external stakeholders?
Ye s , t h e p o l i c i e s h a v e b e e n fo r m a l l y
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, although Wipro does not
have a policy on public policy and advocacy, the
sustainability organisation oversees the public
policy initiatives.
Wipro Limited
321
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 or
forums like the Annual Supplier Meet.
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 2015-16, covering the
9 NVG principles has been independently audited.
Please refer to http://wiprosustainabilityreport.
com/15-16/?q=assurance-statement for more
details.
This Business Responsibility Report is also
verified by independent assurance provider DNV
GL. Refer to page no. 325 to 326 of this Annual
Report for the 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 an annual
Sustainability Report.
http://www.wipro.com/about-wipro/sustainability/
sustainability-disclosures.aspx
Section E: Principle-wise performance
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?
Yes, COBC extends to all
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,
risks and/or opportunities.
Our work in the space of IT services and consulting
includes cloud based services, managed services,
Internet of things, infrastructure services and
digital offerings, all of which fundamentally are
premised on improving resource efficiency and
reducing environmental footprint. We work in the
domains of health care and life sciences, government
services, banking, transportation, energy and natural
resources help in enhancing provisioning of services
across all sections of the society.
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?
1) Wipro EcoEnergy, the clean tech business unit
of Wipro Limited offers Enterprise wide Energy
Management Services to help customers
reduce their energy consumption, reduce CO2
emissions, and improve the efficiency in energy
operations. The value proposition of EcoEnergy
is to help its customers achieve 6% – 18%
of effective cost savings through reduced
consumption, optimized operations, monitoring
and maintenance over a multi-year engagement.
2) Wipro offers environment centric solutions to
energy, utilities and natural resources industries
with focus on environment, health and safety.
These integrated solutions are designed to
help customers meet legal and regulatory
requirements; reduce carbon footprints and
322
Annual Report 2016-17
hazardous emissions; efficiently manage water
and waste; improve occupational Health Safety,
process and asset safety; and reduce risks
to employees, proximate communities and
environment.
3) Wipro offers a unique suite of Sustainability
and Energy Management applications to
manufacturing industry clients which helps
them track real-time consumption, perform
higher asset utilization and predict energy
consumption patterns.
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.
Green Procurement program for ICT Hardware and
Electronic End of Life as part of which we sourced
more than 12,000 EPEAT registered electronic
products in 2016.
Please refer page no. 55 of this Annual Report.
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?
Local Procurement: Wipro encourages sourcing from
the local economy. Local sourcing reduces costs,
provides local employment benefits and reduced
environmental footprint in sourcing. 45 % of suppliers
spend is from suppliers based in India.
Please refer page no. 55 of this Annual Report.
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 no. 62 of this Annual Report.
Principle 3
3.1 Please indicate the Total number of employees.
Please refer page no. 52 of this Annual Report.
3.2 Please indicate the Total number of employees hired
on temporary/contractual/casual basis.
Please refer page no. 52 of this Annual Report.
3.3 Please indicate the Number of permanent women
employees.
Please refer page no. 52 of this Annual Report.
3.4 Please indicate the Number of permanent employees
with disabilities
3.5 Do you have an employee association that is
recognized by management?
Please refer page no. 50 of this Annual Report.
3.6 What percentage of your permanent employees are
members of this recognized employee association?
Refer to Freedom of Association section of MD&A.
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.
Please refer page no. 37 of this Annual Report.
3.8 What percentage of your under mentioned employees
were given safety & skill up-gradation training in the
last year?
1. Permanent Employees
2. Permanent Women Employees
3. Casual/Temporary/Contractual Employees
4. Employees with Disabilities
Safety training is provided to 100% of the employees.
For information on skill up-gradation training, please
refer page no. 52 of this Annual Report.
Principle 4
4.1 Has the company mapped its internal and external
stakeholders?
Yes
4.2 Out of the above, has the company identified
the disadvantaged, vulnerable & marginalized
stakeholders?
R e f e r t o S u s t a i n a b i l i t y R e p o r t 2 0 1 5 - 1 6 .
h t t p : // w i p r o s u s t a i n a b i l i t y r e p o r t . c o m /1 5 -
16/?q=partnering-social-change
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.
Please refer page no. 58 of this Annual Report.
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?
Human Rights policy extends to the Group/Joint
Ventures/Suppliers/Contractors/NGOs etc.
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. 52 of this Annual Report.
None
Wipro Limited
323
Principle 6
6.1 Does the policy related to Principle 6 cover only the
company or extends to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/others.
Yes
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.
Yes. Refer to Sustainablity Report 2015-16. http://
wiprosustainabilityreport.com/15-16/?q=ecological-
sustainability
6.3 Does the company identify and assess potential
environmental risks?
Yes
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?
No
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.
Yes. Refer to Sustainability Report 2015-16. http://
wiprosustainabilityreport.com/15-16/?q=ecological-
sustainability
6.6 Are the emissions/waste generated by the company
within the permissible limits given by CPCB/SPCB for
the financial year being reported?
Yes
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.
None
Principle 7
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.
Please refer to http://wiprosustainabilityreport.
com/15-16/?q=advocacy-and-public-policy
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 to http://wiprosustainabilityreport.
com/15-16/?q=advocacy-and-public-policy
Principle 8
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.
Please refer to page no. 56-58 of this Annual Report.
8.2 Are the programs/projects undertaken through
an in-house team/own foundation/external NGO/
government structures/any other organization?
Wipro partners with non governmental organizations
working on the areas of our focus.
8.3 Have you done any impact assessment of your
initiative?
Yes
8.4 What is your company’s direct contribution to
community development projects- Amount in INR
and the details of the projects undertaken.
Please refer to page nos. 9, 56 to 58 of this Annual
Report.
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.
The nature of the programs supported by Wipro
ensures successful adoption by communities. Also
Wipro works with organizations which has a good
connect and presence in the local communities.
For more details, please refer page no. 56-58 of this
Annual Report.
Principle 9
9.1 What percentage of customer complaints/consumer
cases are pending as on the end of financial year?
None
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).
Not Applicable
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.
Not Applicable
9.4 Did your company carry out any consumer survey/
consumer satisfaction trends?
Please refer page no. 54 of this Annual Report.
324
Annual Report 2016-17
Assurance Statement
Independent Assurance Statement on Business Responsibility Report
Scope and Approach
DNV GL Business Assurance India Private Limited has been commissioned by the management of Wipro Limited (‘Wipro’ or ‘the
Company’) to carry out an independent assurance engagement based on desk review for the non-financial - qualitative and
quantitative - disclosures in its Business Responsibility (BR) Report (hereafter referred as “the Report’ to be included in Wipro’s Annual
Report 2016-17 (‘the Report’) in its printed format for the financial year ending 31st March 2017. The non-financial disclosures in the
Report are prepared by Wipro and aligned with the principles of National voluntary guidelines and Securities and Exchange Board
of India (SEBI) requirements with respect to BRR vide circular No. CIR/CFD/DIL/8/2012 dated August 13, 2012.
We performed our work using DNV GL’s assurance methodology VeriSustainTM1 , which is based on our professional experience,
international assurance best practice including International Standard on Assurance Engagements 3000 (ISAE 3000) Revised*. Our
engagement was planned and carried out in May – June 2017 and did not involve any site visits. The assurance engagement was
of Moderate level.
The intended user of this assurance statement is the Management of Wipro (‘the Management’). DNV GL expressly disclaims disclaim
any liability or responsibility to a third party for decisions, whether investment or otherwise, based on this assurance statement.
We planned and performed our work to obtain the sample evidence we considered necessary to provide a basis for our assurance
opinion and the process did not involve engagement with external stakeholders.
Responsibilities of the Management of Wipro and of the Assurance Providers
The Management of Wipro have the sole responsibility for the preparation of the Report as well as the processes for collecting,
analysing and reporting the information presented in the Report. In performing our assurance work, our responsibility is to the
Management; however, our statement represents our independent opinion and is intended to inform the outcome of our assurance
to the stakeholders of the Company.
DNV GL’s assurance engagements are based on the assumption that the data and information provided by the Company to us as
part of our review have been provided in good faith. We were not involved in the preparation of any statements or data included
in the Report except for this Assurance Statement
Basis of our Opinion
The engagement was carried out at Wipro’s Head Office at Bengaluru, we did not carry out any site visits to validate the qualitative
and quantitative disclosures in this Report as per agreed upon procedure. We undertook the following activities:
•
•
Review of Wipro’s approach towards disclosures against Section a to e of BR Reporting.
Limited interviews with selected senior managers responsible for management of sustainability issues and
review of selected evidence to support issues discussed. We were free to choose interviewees and interviewed
those with overall responsibility to deliver the Company’s sustainability objectives;
1 The VeriSustain protocol is available on www.dnvgl.com
* Assurance Engagements other than Audits or Reviews of Historical Financial Information.
Wipro Limited
325
•
•
Review of supporting evidence for key sustainability related statements, claims and data in the Report against
the nine principles;
Review of the processes for gathering and consolidating the specified performance data and, for a sample,
checking the data consolidation.
During the assurance process, we did not come across limitations to the scope of the agreed assurance engagement. The reported
data on economic performance, expenditure towards Corporate Social Responsibility (CSR) and other financial data are based on
audited financial statements issued by the Company’s statutory auditors and was excluded from our scope of work.
Opinion and Opportunities for Improvement
On the basis of the moderate level verification undertaken, nothing came to our attention to suggest that the Report does not
properly describe Wipro’s disclosure requirements as set out by SEBI, including the referenced information to its Sustainability
Report; however, we recommend that the disclosures in this report could be further detailed to explicitly bring out the required
information especially in section a and b of the report.
For DNV GL
Kiran Radhakrishnan
Team Leader
Assessor - Sustainability Services
DNV GL Business Assurance India Private Limited, India.
17th June 2017, Bengaluru, India.
Vadakepatth Nandkumar
Assurance Reviewer
Regional Manager - Regional Sustainability Operations
Region India and Middle East
DNV GL Business Assurance India Private Limited, India.
326
Annual Report 2016-17
Glossary
Abbreviations for Annual Report FY16-17
Sl.
No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
Abbreviation Expansion
A&D
AAS
ADM
ADR
ADS
AI
APAC
ASEAN
BBBEE
BCMS
BCMS
BCSD
BFSI
BI
BPaaS
BPO
BPS
bps
BSE
C(S)PCB
CAG
CAGR
CBU
CDLI
CEM
CEO
CEP
CFO
CGU
CII
CIN
CMSP
COBC
COSO
CRM
Integrated Report
Aerospace & Defence
As A Service
Application Development & Maintenance
American Depository Receipt
American Depositary shares
Artificial Intelligence
Asia Pacific
Association of Southeast Asian Nations
Broad-Based Black Economic Empowerment
Business Continuity Management System
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
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
Company of Sponsoring Trade way Organization
Customer Relationship Management
Sl.
No
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
Abbreviation Expansion
CSAT
CSPs
CSR
CTI
CTO
CXO
D&I
DDP
DIN
DJSI
DOEC
E-City
ENU
EPI
EPS
ESD
ESG
ESOP
ETRM
FAR
FAST
FCTR
FICCI
FII
FPP
FY
GAAP
GHG
GIS
GMT
GRI
GTM
HCM
HLS
HoDs
Customer Satisfaction
Communication Service Providers
Corporate Social Responsibility
Computer Telephony Interface
Chief Technology Officer
Chief Executive’s Office
Diversity & Inclusion
Data Discovery Platform
Director Identification Number
Dow Jones Sustainability Index
Diversity and Equal Opportunity Centre
Electronic City
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
Fr a m e w o r k f o r A p p l i c a t i o n S e r v i c e s
Transformation
Foreign Currency Translation Reserve
Federation of Indian Chambers of Commerce
and Industry
Financial Institutional Investor
Fixed Price Projects
Financial Year
Generally Accepted Accounting Principles
Green House Gases
Global Infrastructure Services
Global Media and Telecom
Global Reporting Initiative
Go-To-Market
Human Capital Management
Healthcare and Life Sciences
Heads of the Departments
Wipro Limited
327
Abbreviation Expansion
Abbreviation Expansion
Wipro Holmes Artificial Intelligence Platform TM
Health Plan Services
Human Resource
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
International Labour Organization
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
Kilolitres
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
Limited liability company
Last twelve months
Life time value
Machine to Machine
Ministry of Corporate Affairs
Management discussion and Analysis
Middle East
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
National HRD Network
NASSCOM Industry Partner Program
Non-resident Indian
Sl.
No
122 NSE
123 NUI
124 NVGs
125 NYSE
126 OCP
127 OEM
128 OWC
129 PaaS
130 PEET
131 PES
132 PGWM
133 POC
134 PRO
135 PSCI
136 PwD
137 RBAG
138 RCTG
139 REC
140 RMA
141 RPA
142 RPD
143 RPT
144 RSU
145 SaaS
146 SAIC
147 SD
148 SDX
149 SEBI
150 SEC
151 SED
152 SEF
153 SERII
154 SEZ
155 SHRM
156 SI
157 SMS
158 STP
159 T&D
160 T&M
161 UNPRI
162 USSEF
163 VoC
164 WASE
165 WATIS
166 WEP
167 WiSTA
168 WOW
169 WRI
170 WTD
171 WTT
172 WWF
173 YoY
Sl.
No
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
Holmes
HPS
HR
HSSE
HUF
IAAS
IAS
IASB
IBBI
ICM
IFRIC
IFRS
IIM
IIRC
ILO
IoE
IoT
IP
ISSG
IT
IT-BPM
ITES
IUCN
JAC
KL
KMP
KSWN
LAN
93
94
95
96
97
98
99
100 LATAM
101 LED
102 LEED
103 LIBOR
104 LLC
105 LTM
106 LTV
107 M2M
108 MCA
109 MD&A
110 ME
111 MFG
112 MRE
113 MSW
114 MTLCs
115 NASSCOM
116 NBFC
117 NCC
118 NGCE
119 NHRD
120 NIPP
121 NRI
328
National Stock Exchange
Natural User Interface
National Voluntary Guidelines
New York Stock Exchange
Operational Control Procedures
Original Equipment Manufacturer
Organic Waste Converters
Platform as a Service
Partner Employee Engagement team
Product Engineering Services Group
Participatory Ground Water Mapping Program
Proof of Concepts
Partner Relation Office
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
Rights of Persons with Disabilities
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
Society for Human Resource Management
System Integrator
Short message service
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
Year on year
Annual Report 2016-17
15.25 mm Spine
Corporate
information
Board of Directors
Azim H Premji – Chairman
Abidali Z Neemuchwala
Rishad Premji
Narayanan Vaghul
Dr. Ashok S Ganguly
William Arthur Owens
M K Sharma
Ireena Vittal
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
Index
Overview of the report
About Wipro
Defining new
Key performance highlights
Sustainability highlights
Chairman’s letter to the stakeholders
CEO’s letter to the stakeholders
Board of Directors
Management discussion and analysis
Industry and business overview
Business strategy
Business model
Good governance and management practices
Capitals and value creation
Financial capital
Human capital
Intellectual capital
Social and relationship capital
Natural capital
01
02
04
08
10
12
14
18
24
25
Board’s Report
Corporate Governance Report
Financial Statements
Standalone Financial Statements
under Ind AS
Consolidated Financial Statements
under Ind AS
Consolidated Financial Statements
under IFRS
Business Responsibility Report
26
Glossary
65
112
130
193
266
319
327
30
35
37
39
46
53
54
59
Certain statements in this annual report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties
that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements
include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, revenue and profits, our ability to generate and manage growth,
intense competition in IT services, our ability to maintain our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals,
time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international
operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate
potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal
governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual
property, and general economic conditions affecting our business and industry. Additional risks that could affect our future operating results are more fully
described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make
additional written and oral forward-looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission
and our reports to shareholders. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf.
15.25 mm Spine
Doddakannelli, Sarjapur Road, Bengaluru - 560035, India
CIN: L32102KA1945PLC020800 | Email: info@wipro.com
www.wipro.com
#BeTheNew
Annual Report
2016 - 17