Be Transformed
Annual Report
2017-18
Doddakannelli, Sarjapur Road, Bengaluru - 560035, India
CIN: L32102KA1945PLC020800 | Email: info@wipro.com
Wipro Limited
wipro.com
Index
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
Depository for American
Jatin Pravinchandra Dalal
Depository Shares
J.P. Morgan Chase Bank N.A.
Statutory Auditors
Deloitte Haskins & Sells LLP
Auditors- IFRS
Agents
Deloitte Haskins & Sells LLP
Karvy Computershare Pvt. Ltd.
Registrar and Share Transfer
Company Secretary
M Sanaulla Khan
Registered & Corporate Office
Wipro Limited
Doddakannelli, Sarjapur Road
Bengaluru – 560 035, India
Ph: +91 (80) 28440011
Fax: +91 (80) 28440054
Website: wipro.com
Overview of the report
01
Corporate Governance Report
101
About Wipro
Be Transformed
Key performance highlights
Sustainability highlights
02
Financial Statements
03
04
06
Standalone Financial Statements under Ind AS
120
Consolidated Financial Statements under Ind AS
183
Consolidated Financial Statements under IFRS
254
Chairman’s letter to the stakeholders
08
Business Responsibility Report
CEO’s letter to the stakeholders
10
Glossary
309
319
Board of Directors
Management discussion and analysis
Industry Overview
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
Board’s Report
12
14
14
14
15
19
23
25
26
33
39
40
47
56
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
Welcome to our third Integrated Report
This is our third annual report aligned to the principles of
International Integrated Reporting Framework (referred to
as framework) developed by the International Integrated
Reporting Council (IIRC).
The 2017-18 annual report is aligned to GRI* Standards
required by Sustainability Reporting Guidelines of Global
Reporting Initiative (GRI) and Business Responsibility Report
(BRR) requirements. The Natural Capital section, of this
report, includes the recommendations set out by the Task
Force on Climate-related Financial Disclosures and CDSB
(Climate Disclosures Standards Board) framework.
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
Secretarial Standards.
The topics covered in the report were identified through
an internal materiality determination exercise, external
benchmarking with peers and sustainability raters as
well as frameworks like the Sustainability Accounting
Standard Board (SASB). At Wipro, stakeholder engagement
is an ongoing process. Identifying and understanding
stakeholders, their priorities and engaging with them is
key to materiality determination. The report incorporates
financial and non-financial
information – governance,
environmental and social – in a manner that can help
stakeholders understands how a company creates and
sustains value over the long term.
The report complies with financial and statutory data
requirements of the Companies Act, 2013 (including the
Rules made thereunder and Accounting Standards), the
*Link to GRI Index and additional graph sheet:
http://wiprosustainabilityreport.com/17-18/AR-supportings
1
Annual Report 2017-18 About Wipro
Be Transformed
Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO) is
a leading global 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
a bold new future.
We began our business as a vegetable oil manufacturer
in 1945 at Amalner, a small town in Western India and
thereafter, forayed into soaps and other consumer care
products. During the early 1980s, we entered the Indian IT
industry by manufacturing and selling mini computers. 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 U.S.A.
For more information, please visit wipro.com
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.
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.
2
Wipro Limited Be Transformed
Our own transformation journey has been a rich and rewarding
experience and a deep source of learning to succeed in
the brave new world. We began by transforming ourselves
along four dimensions – reskilling, reorientation or new
ways of working, culture, and processes and systems, with
digitization as our central guiding principle. Today, Wipro’s
employees are fast learning to be digital in their mindset,
in every aspect of the way we work. Our deep investments
in Wipro HOLMESTM Artificial Intelligence Platform (Wipro
HOLMES), our acquisition of the crowdsourcing platform
Topcoder, and our expanding innovation ecosystem of start-
up investments are beginning to make a transformative
impact on our engagements. Our Digital revenue continues
to grow, and accounts for more than a fourth of our revenue
now.
Our teams are lean and agile, bringing a collaborative
and experimentation mindset to their way of working –
heralding the new work culture that is inspiring even our
client organizations to evolve faster. We have reoriented
our service with a renewed, sharper focus on client themes.
The new ecosystem transcends traditional silos, and fosters
collaboration, experimentation and innovation.
We continue delivering productivity through automation by
deploying Wipro HOLMES in driving business transformation
in our clients and it’s gratifying to see the impact.
While the fundamental economics of industries are changing,
customer focus remains the nucleus of any strategy. There
can be no better guarantee of our own success than making
our customers successful in what they do. We are inspired by
the vision of our customers and excited to partner with them,
as they undergo their transformational journeys, to create
enduring success in these dynamic times.
Transformation leading the way
In today’s world, when rapid change is the order of the day
in all spheres of life, technology is not just an outcome of a
strategic planning exercise, it is the new strategy! Or at least,
a big part of it. For the foreseeable future, no other choices
will matter to the future of a company, as much as the new
technologies it adopts and the pace at which it accelerates
its transformation using these technologies. For any
industry today, the future business models and value chains
are much less predictable than they used to be, but they are
certainly inventible, through constant experimentation, fail-
fast mindsets and being open to innovative ideas, wherever
they come from.
Reinvention is not just about serving your existing customers
through digital channels, experiences and transactions, it is
also about serving entirely new customers in entirely new
markets. As incumbents in every market – from publishing
to advertising to automobiles to banking have found out,
there are few barriers to entry in any market. If anything,
“outsiders” who move fast, and disrupt convention have a
better chance of success, because it’s easier to run when
you are not carrying any baggage. And the baggage doesn’t
have to be outdated infrastructure or processes, it can be
cultural baggage too, which comes in the shape of outmoded
ways of thinking and working.
It is hard to imagine any business or brand that can afford
to be complacent about customer loyalty, and the leaders
in every industry are taking charge of their own destinies
by experimenting furiously with new business models that
leverage data, experience, platforms and ecosystems. More
than anything else, leaders are setting solid foundations by
modernizing their technology landscape and reinventing
culture, mindset and talent strategies.
We have made it our obsession to help our clients’
businesses adapt and modernize to be future ready, because
no disruption announces itself ahead of time. We are
empowering our clients to lower the cost of experimentation
and failure, so they can pivot like a start-up and scale like an
enterprise. We are helping them not just with the adoption
of technologies like cloud, AI or blockchain, but also
working with them to adopt new ways of working, in the IT
organization and beyond.
3
Annual Report 2017-18 Key performance highlights
Human
Capital
163,827
Total employees
35%
Women employees
110+
Nationalities
65%
Onsite personnel - locals
442
Persons with disabilities
72.2%
Gross utilization
2000+
Patents filed
till date
380
Patents granted
till date
`3,041 million
R&D expenses
4 Investments
in startups in FY 2018
Intellectual
Capital
1,248
Active customers
98.6% Revenue
from existing customers
486 bps á in
Net Promoter Score YoY
Social and
Relationship
Capital
`1,866 million
CSR spend
150+
Community partners
24,000 tons of CO2 eq.
GHG emissions reduced YoY
187 million liters of freshwater
consumption reduced YoY
Community Water Programs
3 projects across 2 cities
Supporting 2 forums on urban sustainability
Biodiversity
Completed in 2 campuses
2 more planned
Natural
Capital
4
Wipro Limited404Patents filed in FY 2018 Financial Highlights
Financial performance
Revenue@
2013-14
2014-15
2015-16
2016-17
2017-18
437,628
473,182
516,307
554,179
546,359
(Figures in ` million except otherwise stated)
Profit before Depreciation, Amortization, Interest
and Tax
Depreciation and Amortization
Profit before Interest and Tax*
Profit before Tax*
Tax
Profit after Tax -
attributable to equity holders*
Per share data
Earnings Per Share- Basic (`)**
Earnings Per Share- Diluted (`)**
Financial position
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 (`)##
100,460
108,246
111,825
116,986
105,418
11,106
89,354
12,823
95,423
14,965
96,860
23,107
93,879
21,124
84,294
101,005
111,683
114,933
110,356
102,474
22,600
24,624
25,366
25,213
22,390
77,967
86,528
89,075
84,895
80,081
15.88
15.83
17.63
17.57
18.13
18.09
17.48
17.43
16.86
16.83
4,932
4,937
4,941
4,861
9,048
344,886
409,628
467,384
522,695
485,346
187,258
251,048
303,293
344,740
294,019
51,592
78,913
125,221
142,412
138,259
135,666
172,135
178,072
202,328
155,760
51,449
1,936
54,206
7,931
64,952
15,841
69,794
15,922
64,443
18,113
53,385
62,137
80,793
85,716
82,556
63,422
68,078
101,991
125,796
117,584
218,534
272,463
284,264
309,355
292,649
396,478
488,538
592,605
665,107
623,605
210,471
213,588
227,369
241,154
269,694
271.60
314.43
282.13
257.85
281.15
@ Revenue is aggregate revenue for the purpose of segment reporting including the impact of exchange rate fluctuations
* Profit for the year ended March 31, 2018 is after considering the insolvency of two customers and impairment loss totalling to `5,255 million
** EPS adjusted for the years prior to the bonus issue (Bonus issue in the proportion of 1:1 was approved by the shareholders in June 2017)
# Number of share holders represent 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 has been adjusted for bonus issue in 2017
Financial
Capital
5
Annual Report 2017-18 Sustainability highlights
A Sustainable, Empowering Workplace
90,000+ employees trained in digital skills as of FY 2018
Engagement
52,000+ employees are using TopGear, a social
learn
learning and crowdsourcing platform to
emerging technologies
136,000+ employees, contractors and service
providers trained in Health & Safety
Recognitions
Association for Talent Development (ATD) – Best of
Best Award for FY 2017
Society for Human Resource Management (SHRM)
India HR Excellence Awards 2017- Excellence in
Diversity and Inclusion - Winner
Society for Human Resource Management (SHRM)
India HR Excellence Awards 2017 - Excellence in HR
Analytics - Winner
Focus pillars of inclusion - Gender, Persons with
Disabilities, Nationalities, LGBT, Underprivileged
Communities and Suppliers
73.6% overall engagement score in the Employee
Perception Survey (EPS 2017) – an increase of 12.5
percentage points compared to EPS 2015
Inclusion & Diversity and Health & Safety – Highest
rated engagement drivers in EPS 2017
100,000+ employees on collaborative social platforms
like Yammer and Microsoft Teams
8 Wipro locations equipped with
Day Care Centres
United Nations Global Compact Network India (UN GCN)
– Women at Workplace Awards 2018 – 2nd Runner Up
Ecological Sustainability
Energy & Emissions
Over 14% reduction in global people based emissions
intensity to 1.2 tons per person per annum
33% (92 million units) of our total India Energy Consumption
comes from Renewable Energy (RE). Our RE target for next
year is 95 million units.
70% increase in energy saving due to server virtualization
from last year
5.5% reduction in air travel footprint (in terms of both
distance and emissions) compared to 2016-17 and nearly
24% reduction since 2015-16
Energy
Intensity
KwH per sq. meter per annum
GHG Intensity for office
energy consumption
Kg CO2 eq per sq. meter per annum
181
174
5
0
5
0
8
8
7
7
1
1
1
1
0
0
0
2
1
0
1
1
1
0
9
111
101
2016-17
2017-18
2016-17
2017-18
Biodiversity & Water
11.5% reduction in water consumption
to 991 liters per employee
41% of water recycled in 2017-18 compared to
38% in 2016-17
Participative urban water programs
in Bengaluru & Pune
13 sustainability seeding fellows on boarded
till date
Completed third campus biodiversity
retrofit project - Wetland Park
in Bengaluru Campus
6
Wipro Limited Recognitions
Customer Stewardship
Ecovadis-CSR rating of Gold
Sustainability assessment led by customers
Member of Dow Jones Sustainability Index (DJSI), World
for the eighth time in a row
Member of Vigeo Eiris Emerging Market Sustainability Index
(comprises of the 70 most advanced companies in the
Emerging Market Region)
Verego-“Best in Class” across all the 5 areas (Leadership,
Ethics, People, Community and Environment) and
designated Wipro as a “CSR Thought Leader”
Named as 2018 World’s Most Ethical Company
for the 7th successive year by the Ethisphere Institute
Sustainability award in the software category at the
Quest Forum’s service providers and suppliers summit
Engagement with Suppliers
4x increase in procurement of EPEAT certified
hardware products
Gender diversity for suppliers staff at our
facilities is 25%
National Intellectual Property (IP) Award 2018 in the category
“Top Public Limited Company/Private Limited Company
for Patents & Commercialization in India” and the World
Intellectual Property Organization (WIPO) Enterprise Trophy
Recogonised among India’s most innovative companies by
CII Industrial Innovation Awards 2017
Wipro’s Next Generation Customer Experience (NGCE)
platform won the “Best Innovation Practices for Science and
Technology Service Industry in China” award
Runner-up in the category “Excellence in procurement -
sustainability” at the CPO Forum India 2017 awards
Beyond the Boundary
Education & Community care
School Education
Sustainability Education
Partnered with 100+ organizations
in areas of systemic reforms
Participation from 1,254 schools
across 29 states and 43 districts
Supporting 17 new organizations
through seeding fellowships &
15 through grants
Faculty led research and
doctoral fellowships on
sustainability with IIM-B
Over 100 participants attended
the 17th Partner’s Forum
on school education
MOU’s with IIM-A, ICT Mumbai
and CEPT Ahmedabad to develop
sustainability pedagogy tools
6 sustainability quizzes conducted
with 940 participants from 470
teams
Wipro Science Education
Fellowship Program in U.S.A
Commitment to train over 200 teachers
in schools serving
disadvantaged communities across 30 districts, fostering leadership
and teaching excellence in STEM education
Anchored by University of Massachusetts
Added 3 new sites & partnered with 3 new universities
Community
Nearly 68,000 children from underprivileged
communities benefit from our 22 education
projects in eight states
Education for Children with Disability program supports
the educational and rehabilitative needs of 2,600
underprivileged children with disabilities, through
14 projects in six states
Over 40,000 people are getting access to primary
healthcare through 4 projects
Project in urban solid waste management
in Bengaluru provides social, nutritional and
health security to nearly 8,000 workers in
the informal sector
7
Annual Report 2017-18 Chairman’s letter
to the stakeholders
Dear Stakeholders,
Stakeholder Value
The calendar year 2017 saw most of the large global
economies do better than in the last few years, while
in technology continued picking pace.
developments
Organizations are becoming nimbler by the day and are
embracing these developments, not just to keep their
businesses relevant but also to transform their customer
experience. Partnering with our clients in this transformative
journey enabled our IT Services Revenue to grow 4.6% in
fiscal 2018.
In my earlier letters, I have talked about the way Digital is
being embraced by enterprises, consumers and IT services
firms. While the pace of adoption is unprecedented, it is
on expected lines, with ‘customer experience’ becoming
a central theme for all organizations. Digital emphasizes
upon ‘how’ technology reaches the end customer rather
than ‘which’ technology. Both, enterprise mindsets and
business models are undergoing a paradigm shift where
the key scarce resource is no longer financial capital, but
intellectual capital. One’s own ability to adapt to the new
and agile way of conducting business has become the key
differentiator.
We at Wipro are seeing our early investments in disruptive
technologies increasingly result in successful outcomes
with clients and markets, which are early adopters of such
new age technologies. This journey has only just started
and we are continually calibrating and aligning ourselves to
make our clients successful and be at the forefront of what
our industry can offer.
Spirit of Wipro
In this journey, the Spirit of Wipro continues to guide us
as we walk with our clients to partner with them on their
transformational journeys. It keeps us alert, aware of and
aligned to our core values, and enables us to deal with a
multitude of situations in a uniform Wipro-like manner,
while we ensure the success of our clients, employees and
other stakeholders in a social and responsible manner.
Our capital allocation philosophy has remained unchanged
as we continue to keep long term value enhancement for our
investors at the center of our pursuits through regular return
of capital.
I had mentioned in my last letter that the Board was
considering a proposal to buyback equity shares of the
company. In July 2017, we announced a buyback amounting
to `110,000 million. We also declared an interim dividend
amounting to `5,420 million in January, 2018.
The value creation of an enterprise extends beyond financial
capital. As more and more educated people become part
of the organized workforce across the world, issues like
sustainability and climate change have become everybody’s
business. For us at Wipro, creating value across social, natural,
intellectual and human capital is central to our existence.
Till last year, we have trained more than 90,000 of our
employees in Digital technologies, thereby enhancing the
intellectual and human capital of society. Our work in school
education, community care and ecology, helps enhance the
social and natural capital across various spheres of life. Last
year, we reduced our office space emissions by 20% and
now use renewable energy for more than a third of our total
energy requirements. We also saved nearly 187 million liters
of freshwater last year, to make our small contribution to the
community’s natural capital.
In the current dynamic environment, we are often trapped
by false choices. Through my years in Wipro, I have learnt
that not getting trapped by these choices is at the heart of
enduring success. Let me share three such examples:
•
Old and new: Do we have to shed what is old to become
new? This choice is often also thought of as choosing
between the past and the future. It is far more effective
if we are both, old and new. We must retain the strengths
and learnings of the past, as we embrace the future by
developing new capacities and innovative approaches.
8
Wipro Limited •
Business and Society: Sustained long term success
in business will happen only
the business
contributes positively to society. This contribution
is at many levels. At the core is the basic matter
that our business activity must create value for
society. It is about acting responsibly towards the
environment and contributing to our communities.
if
• Means and ends: Do we choose ends over means, pursue
success however it comes? This is the classic false
choice. Means and ends are exactly equally important.
We must achieve our ends without ever compromising
on the means.
As a company, our pursuit to make an impact in all walks
of life continues unabated, and I want to thank you all - our
clients, our employees, our partners and our stakeholders,
for continuing to repose your trust in us. This is our driving
force and makes us want to do our best in these exciting
times.
Very Sincerely,
Azim Premji
9
Annual Report 2017-18 CEO’s letter
to the stakeholders
Dear Stakeholders,
Digital & Consulting
Ability to learn and change has arguably become the
most important differentiator in today’s business as each
organization treads through its own journey to be transformed.
Keeping this very principle in mind, we embarked upon our
own journey transforming the way we operated and the way
we invested into the future. We focused heavily on our client
servicing, reinvented our delivery and made investments in
new age technologies and partnerships. This has helped us
create a solid organizational foundation as a partner of the
future for our clients.
We are encouraged by the initial outcomes of our efforts. In
this fiscal year, we grew 14.1% in BFSI, which has been an
early adopter of new technologies like Digital, a reflection
of our decision to make early and sound investments in
building our digital capabilities. Our Digital business grew
27.3% year on year. Our acquisitions like Designit, Appirio
and Cooper are shaping up well and consistently proving to
be key differentiators for us in the marketplace.
However, we have also taken some challenges in our
stride during the last fiscal year which created a bump in
our momentum of increasing revenue growth. Two of our
clients declared bankruptcy which reduced our operating
margins by 236 bps and 109 bps in Q3 and Q4 respectively.
Also, the legislative challenges around the Affordable
Healthcare Act in the United States have had an impact
on our Health Plan Services business which has continued
to see a steep decline, offsetting 1.0% of our full year
growth. While this loss of momentum is disappointing, I
am happy with the foundational improvements that we
have seen during the year. I am happy with the strength in
our client mining, leadership in Digital and progress in our
AI/automation journey.
We continue to relentlessly focus on our strategy which is
about helping our clients navigate to a Digital future (‘Enable
the future’) while driving hyper-efficiencies in their ’Run’
operations (‘Modernize the core’) through a comprehensive
and integrated portfolio of services.
I am sharing with you an update on how we have been
executing our strategy across the key strategic themes that
we have outlined.
Digital continues to scale new heights and is invariably at
the forefront of our client relationships; whether we are
helping our clients determine and solve their problems
or we are bringing aspects like Artificial Intelligence and
Machine Learning to execute our projects better. Our Digital
value chain, which includes our consulting arm, as well as
our connected customer experience practice, enables us to
bring our differentiated value proposition, including advisory,
design and technology, to drive digital transformation
delivering immense business value to our clients. As a result,
our Digital eco-system grew from 22.1% of revenue in Q4
last year to 26.7% of revenue in Q4 this year. In FY 2018, our
Consulting business grew 26.0% and constituted 6.3% of
our revenue.
Integrated Solutions & Client Mining
We are taking proactive ideas to our clients combining
their context and our investments, to enable our clients to
transform. This is done through the SMART program, and
all our key clients continue to repose their trust in us, with
growth in our client metrics like our Net Promoter Scores
(NPS), which improved 486 basis points in FY 2018 over FY
2017. Our top ten clients grew 8.8% for the year and we
added 5 clients in the >50 million bucket. We exited the year
with 2 clients having a revenue run rate over $250 million in
the fourth quarter.
Process & IT estate Modernization
This strategy is about demystifying the complex processes
and technology landscape of our clients. We are driving this
through consolidation, elimination, hyper-automation and
cloudification of the client landscape, leverage distributed
agile ways of working and microservices, and cloud based
architecture to deliver simplification, speed and productivity
benefits. Our Wipro HOLMES platform, not only helps
us improve our delivery productivity, but also leverages
Robotic Process Automation
(RPA) partnerships and
cognitive capabilities for us to dramatically improve the user
experience for our clients and their customers. In FY 2018,
Wipro HOLMES has generated 8,000 people-equivalent
productivity across 300+ clients.
10
Wipro Limited
In last financial year, we rebranded ourselves to emphasize
that we at Wipro continue to enable our clients and ourselves
to be transformed during this period of immense change,
aided by our vision which is “to earn our clients’ trust and
maximize value of their businesses by providing solutions
that integrate deep industry insights, leading technologies
and best in class execution”. We also restated our values,
to incorporate the additional aspects required by this
transformation.
I take this opportunity to express my gratitude and
appreciation to our clients who present to us the opportunity
of dealing with the exciting challenges of today’s business,
our employees and partners who enable us to execute and
meet our commitments, and our shareholders for their
unflinching support for us to pursue our goals in a steadfast
manner.
Very Sincerely,
Abidali Z Neemuchwala
Non-Linearity
We continue to invest and scale intellectual property via
platforms, products, frameworks and solutions, enabled by
innovative commercial constructs and delivered in a ‘as-
a-service’ model, thus truly variabilizing their costs in a
risk reward model (e.g. transaction based, outcome based
pricing). In FY 2018, the number of patents we held (and
applied for) crossed 2,000. Wipro 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.
Open Innovation
The Open Innovation ecosystem comprises of M&A, Ventures,
Partner Ecosystem, our Horizon program, Topcoder, Expert
Networks & Academia. This year, we invested in 2 leading
edge companies i.e. InfoSERVER - which provides us a
platform to deliver a full suite of solutions for our clients in
Brazil; and Cooper – which helps us further strengthen our
strategic design capabilities and expand them to the west
coast of U.S.A.
Further, we have been recognized as a ‘Leader’ in 137 analyst
reports, a 4-fold increase over the past 3 years. 20 of these
recognitions are in the Digital space.
Localization
We continued to make sustained progress in localization
in all our key markets. In the US, more than 55% of our
workforce is now local, due to our unrelenting focus on
local hiring through campuses and laterally, continued
investments in acquiring capabilities, constant expansion
of our delivery centers and an unwavering focus on our
sustainability initiatives, especially in education. We also
surpassed localization levels of 75% in APAC, and in Latin
America, almost all our staff was local as we ended FY 2018.
Employees
Skill development of our workforce with a key focus on
building skills to be ready to cater to the fast-emerging
Digital technologies has been at the forefront of our people
strategy. We have trained over 90,000 employees on Digital
skills.
11
Annual Report 2017-18
Board of Directors
M K Sharma - Independent Director
M K Sharma
Azim H Premji - Executive Chairman
Azim H Premji -
Narayanan Vaghul - Independent Director
Narayanan Vaghul -
Rishad Premji - Chief Strategy Officer & Member of the Board
Rishad Premji -
Ireena Vittal - Independent Director
Ireena Vittal -
*Names listed, from left to right
12
Wipro Limited Dr. Ashok S Ganguly - Independent Director
Abidali Z Neemuchwala - CEO & Member of the Board
Patrick Dupuis - Independent Director
Dr. Patrick J Ennis - Independent Director
William Arthur Owens - Independent Director
13
Annual Report 2017-18 Management discussion and analysis
in FY 2018, IT export revenue, from India was estimated to
grow by 7.8% to $126 billion.
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.
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 $15 billion in fiscal year 2018. Emergence
of cloud computing technologies is negatively affecting
demand for IT products such as servers.
Business Overview
We are one of the leading providers of IT services globally.
We combine the business knowledge and industry expertise
of our domain specialists and the technical knowledge
and implementation skills of our delivery team leveraging
our products, platforms, partnerships and solutions in our
development centers located around the world.
We develop and integrate innovative solutions that enable
our clients to leverage IT to achieve their business objectives
at competitive costs. We use our quality processes and global
talent pool to deliver ‘time to development’ advantages, cost
savings and productivity improvements.
Our IT Services business provides a range of IT and IT-enabled
services which include digital strategy advisory, customer-
centric design, technology consulting, IT consulting, custom
re-engineering and
application design, development,
maintenance, systems integration, package implementation,
global infrastructure services, analytics services, business
process services, research and development and hardware
and software design to leading enterprises worldwide.
The vision for our business is “To earn our clients’ trust
and maximize the value of their businesses by providing
solutions that integrate our deep industry insights, our
Industry Overview
IT Services
Fast-evolving technology landscapes, dynamic economic
environments and the emergence of digital business has
created a need for enterprises to look for a partner to
advise, design and execute their technology transformation
and support programs. Large multinational enterprises are
engaging global IT Services companies who can deliver high
quality service on a global scale and at competitive costs.
Over the past two decades, with the emergence of the
internet and inexpensive connectivity, the global delivery
model of service delivery has risen to become the preferred
model in sourcing of IT services, business process services
and research and development services. In this period,
service providers have gained technological expertise,
domain competency and delivery capability by either
developing organically or by acquiring companies with these
competencies. Large multinational enterprises are engaging
global IT Services companies to deliver high quality service
on a global scale and at competitive costs. 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 2018 of NASSCOM (the NASSCOM Report)
services, business process
14
Wipro Limited leading technology and best-in-class execution”. We seek
to emphasize our core values of being passionate about our
clients’ success, treating each person with respect, being
global and responsible, and maintaining unyielding integrity
in everything we do.
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 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 applications and the emergence of social
media is making technology an integral part of the business
model of our clients. In addition to the Chief Information
Officer, newer stakeholders such as Chief Marketing Officer,
Chief Digital Officer and Chief Risk Officer play a key role
in shaping the technology roadmap of our clients. These
trends on newer business models, emerging technologies
and sourcing patterns provide us with significant growth
opportunities.
Our IT Products segment provides a range of third-party IT
products, which allows us to offer comprehensive IT system
integration services. These products include computing,
platforms and storage, networking solutions, enterprise
information security, and software products, including
databases and operating systems. We have a diverse range
of clients, primarily in the India and Middle East markets
from small and medium enterprises to large enterprises
in all major industries. We continue to focus on being a
systems integrator of choice, where we provide IT products
as a complement to our IT services offerings rather than sell
standalone IT products.
Business Strategy
Our customers today are undergoing an unprecedented
change and transformation in their businesses led by forces
such as Digital, Consumerization of technology, Industry
platform disruptions, and competition from new age
companies across industries. We at Wipro believe that there
are a few key industry trends, which over the next 5-10 years,
will fundamentally transform the way technology is bought
and consumed by enterprises. These are ‘as-a-service’,
’Intelligent automation’, ‘Digital’ such as Design and user
experience, Digital ways of working and shared economy,
‘Cyber-security and Cyber-defense’.
In today’s market context, our vision and our strategy
is about helping our clients navigate to a Digital future
while driving hyper-efficiencies in their ’Run’ operations
through a comprehensive and
integrated portfolio of
services. We deliver this through industry wrapped process,
and technology solutions and services through an open
innovation led approach.
Modernize the core – the “Run
Strategy”
Our “Run” strategy is about “Modernizing the clients’ core”
operations and technology landscape. It
includes the
following strategies:
a.
Business Solutions brings
together domain and
technology solutions across applications, infrastructure,
business process services and analytics to deliver
business value to our clients in an ‘as-a-service’ model.
The Integrated Services and Solutions Group (ISSG)
focuses on building
integrated offerings across
four key business themes: Customer Experience,
Business Acceleration, Simplified and Sustained IT
and Connected Ecosystem. An example is Insights-
as-a-Service, which accelerates Time-to-Insights
using the Data Discovery Platform (DDP) powered
by advanced visualizations, models, accelerators
is offered as Pay-Per-Use.
and algorithms and
b. Process & IT Simplification is about demystifying
the complex processes and technology landscape
of our clients. We deliver this through consolidation,
to
elimination,
deliver agility and productivity benefits. An example
of one of our approaches
is the Framework for
Application Services Transformation which covers:
cloudification
automation
and
• New age application development;
• App rationalization, optimization and modernization;
• Cloud application services;
• Newer methodologies such as AgileBase and
DevOps; and
• Next generation quality assurance, application
support and trust management.
Enable the future – the “Change
Strategy”
Our “Change” strategy is about “Enabling our clients’ digital
future”. It includes the following strategies:
a.
‘Digital’ is about enabling transformation for our
clients as they become a digital enterprise. It begins
with an advisory and design approach followed by
engineering and build initiatives, all of which are
deployed in a native cloud environment and delivered
in an AgileBase delivery model (DevOps). We co-create
and co-innovate with clients by leveraging our Digital
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Annual Report 2017-18
pods across the globe and new ways of working.
Four core strategies
We have adopted a four ‘m’ model: method, model,
machine and mindset:
• Our method applies a five-step design and build
methodology through our Designit® and Buildit®
platforms;
• Our ‘team of teams’ model allows us to create multi-
disciplinary, collaborative digital teams to scale
across client projects;
• A custom-built engineering machine, which we
call the ‘Digital Rig’, creates the environment for
rapid prototyping, testing and launching at extreme
velocity; and
• A specific mindset, which focuses on attracting and
retaining the right people and surrounding them with
a digital culture, ensures we have the right talent to
support our customers.
Our acquisition of Cooper, an award-winning design
and business strategy consultancy, strengthens Wipro’s
design and innovation capabilities. Cooper, as a part of
Digital, expands our reach in North America and adds
significant capabilities in professional education. We
are seeing significant synergy across our integrated
digital and design capabilities.
Through March 31, 2018, we have trained over 90,000
professionals in digital technologies. We are expanding
our innovation labs, or digital pods, to offer enhanced
transformation services to global customers. Currently
we have 18 Digital Pods spread across the globe and
are continuing to expand, introducing two new pods
this year in Edinburgh, Scotland and Mountain View,
California.
Our approach of creating a consulting ecosystem has
seen success. It continues to focus on delivering growth
and improving quality for our clients, thereby delivering
impact to us through growing business relationships
and creating integrated deals.
b. Big Bets: A key element of executing the Wipro Strategy
is the approach to prioritization on high potential growth
areas. Towards this, we have focused on ‘Big Bets’ at a
company level where we are making disproportionate
allocation of investments to drive differentiated focus
and growth. Examples of these include Cloud, Cyber and
Digital.
16
Underlying the ‘Run’ and ‘Change’ strategies, are four key
strategies which apply equally to the ‘Modernize the core’
and ‘Enable the future’ strategy. These are:
a. Non-Linearity is about driving differentiated offerings
leveraging
innovative
IP, platforms, solutions and
commercial constructs to realize the ‘as-a-service’ need
of our clients, thus allowing them to have a variable cost
structure in a risk reward model (e.g., transaction-based
and outcome-based pricing).
We have invested significantly 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, frameworks and solutions such as
Wipro HOLMES.
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 upon
our patent portfolio and 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.
b. Open
about
innovation ecosystem through
Innovation
is
leveraging
the
following vehicles:
• Wipro Ventures: The strategic investment arm of
Wipro, is a $100 million fund that invests in early to
mid-stage cutting edge startups. As of March 31,
2018, we have invested in and partnered with 11
startups in the following areas – AI (Avaamo, Inc.,
Vicarious FPC, Inc.), Business Commerce (Tradeshift,
IntSights
Inc.), Cybersecurity
Inc.),
Intelligence Ltd., Vectra Networks,
Cyber
Data Management (Imanis Data, Inc.), Industrial
IoT (Altizon Systems Private Ltd.), Fraud & Risk
Mitigation (Emailage Corp.) and Testing Automation
(HeadSpin, Inc., Tricentis GmbH). In addition to direct
investments in emerging startups, Wipro Ventures
has invested in two enterprise-focused venture
funds: TLV Partners and Work-Bench Ventures.
(Demisto,
Inc.,
•
Partner Ecosystem: We have established a dedicated
unit to drive and deepen our partner ecosystem to
drive creation of new markets and solutions, expand
in key verticals and geographies, drive innovation in
our offerings and drive go-to-market outcomes. We
Wipro Limited
have sub-divided the partner ecosystem into 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
• Academia Partners: Collaborating with academic
institutions and associations
in the United
States, Europe, Israel and India in the fields of
computer and electrical engineering to promote
innovative technology research and capability
• 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, AR/VR, IoT,
cloud computing, Software-Defined Everything,
digital
autonomous
experience, digital marketing and commerce, and
Industry 4.0. During the year ended March 31, 2018,
we funded 19 projects as part of this program.
cybersecurity,
vehicles,
• Crowdsourcing – Topcoder: A community of more
than one million developers, designers and data
scientists with offerings focused around analytics,
Connected Customer Experience
(CCX), quality
assurance, enterprise transformation, community
experts, self-service and hybrid expert networks.
c.
• M&A: Acquisitions are key enablers for us and
drive our capability to build industry domain, focus
on key strategic areas, 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
evaluate business units to determine if divestments
would maximize our focus on key priorities.
Acquisitions consummated during the year ended
March 31, 2018 include InfoSERVER and Cooper.
InfoSERVER is a Brazilian IT Services company that
predominantly caters to the Banking, Financial
Services and Insurance market 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. Cooper is
an award-winning design and business strategy
consultancy. Cooper will further strengthen design
innovation capabilities and expand reach
and
in North America besides adding capabilities in
professional design education. Increasingly, global
enterprise clients recognize that design is a critical
part of any digital or business transformation. By
adding Cooper’s skills and expertise, Wipro will
be better positioned to support its clients’ digital
programs.
We have also made minority investments in Denim
independent application
Group, Ltd., a leading
security firm, serving as a trusted advisor to
customers on matters of application risk and
security and Harte Hanks, Inc., a U.S.A based global
marketing services company specializing in omni-
channel marketing solutions including consulting,
strategic assessment, data, analytics, digital, social,
mobile, print, direct mail and contact center. Also,
during the year ended March 31, 2018, we have
increased our ownership in Drivestream Inc. from
19% to 43.7%.
Further, we have entered into an agreement with
Ensono Holdings, LLC (Ensono), a company engaged
in providing complete mainframe and Hybrid IT
services to mid to large enterprises across industries,
to acquire 10.2% stake in the entity. Ensono has a
right to repurchase up to an aggregate of 5.5% of the
above units if Wipro is not able to achieve certain joint
business milestones agreed between the parties.
localization
Localization: We are focused on acting local and
thinking global. The core components of
this
strategy are local hiring, campus hiring, setting up
local delivery centers, establishing digital pods and
making strategic investments through acquisitions.
We are driving
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.
initiatives
d. Hyper-Automation:
is about driving efficiency
in
business process and technology operations through
deployment of robotics and cognitive automation,
through Wipro HOLMES. Wipro HOLMES helps
enterprises hyper-automate processes and offload
specific cognitive tasks to the artificial intelligence
(AI) platform to gain agility, enhanced user experience
and cost efficiencies. Wipro 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,
17
Annual Report 2017-18
in their
cognitive process automation, visual computing
applications, knowledge virtualization and AI reasoning.
We also offer automation advisory services to help
clients
journey of AI/Automation through
designing Automation roadmap and setting up Centers
of Excellence for automation initiatives. In addition to the
Wipro HOLMES platform, we are building a collaboration
ecosystem for automation, working with partners such
as Robotics Process Automation providers, startups,
and established partners. Over 3,000 employees have
been trained and certified on AI/ML.
Commitment to Sustainability
a. 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 for 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
to increase their expertise beyond their industry peers.
forces that have an implication on our business. Such
engagement must be deep, meaningful and formed
on the bedrock of long term commitment; and that is
the only way by which real change can happen on the
ground. This is also reflective of the fact that such an
approach serves both, enlightened business interest
and social good.
c. Environmental Sustainability
have
As part of Wipro’s deep commitment to ecological
involved with
sustainability, we
multiple
both
within our business ecosystem as well as in the
civic and social sectors outside. The four pillars
sustainability program are:
of our ecological
environment
programs,
related
been
• Carbon Mitigation and Energy Efficiency
• Responsible Water
• Waste and Pollution Management and
• Biodiversity
d. Community Initiative
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 the various geographies we operate in.
b. Acting Responsibly
At Wipro, we think it is critical for businesses to engage
with the multiple social and ecological challenges that
face us. We have classified eight sustainability mega
• Wipro Cares
• Wipro Applying Thought in Schools
• Wipro earthian
• Wipro Science Education Fellowships
• Wipro South Africa Initiatives
18
Wipro Limited
Business model - creating value across Capitals
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Financial
Intellectual
Manufactured
Human
Social & Relationship
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Corporate
Our Vision
O
Run Strategy
Modernize the core
Business Units
Aligned with
industry segments
Strategic
Planing
Change Strategy
Enable the future
Geographies
Service Lines
Delivering deep
expertise
U
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Manufactured
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IT Services Offerings
integration, package
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. Effective April 1, 2018, we are realigning our
service lines to achieve better synergies with our customers:
Business Application Services is now Modern Application
Services; Global Infrastructure Services
is now Cloud
Infrastructure Services; Analytics service line is now Data,
Analytics and AI. Our key service offerings are outlined below:
a. Digital: At Wipro Digital, the digital unit of Wipro,
we continue to focus on the insights, interactions,
integrations and innovations that make brands and
businesses relevant to their customers. The common
characteristic of digitally successful organizations
today is their focus on enterprise transformation
and agility. Outside-in innovation to “do digital” and
create new websites, new apps and omni-channel
experiences is not enough. To gain the full benefits of
these digital initiatives, our customers now recognize
they must enable inside-out enterprise renovation.
Changing legacy systems, processes, tools, mindsets
and even traditional ways of working are necessary
for our customers to “be digital”, not just do digital.
In the last year, we have grown Wipro Digital to support
our customers in their drive to be digital. We acquired
award-winning design firm Cooper to expand and
enhance our capabilities, particularly in the areas of
user experience, user interface and professional design
education. We opened additional digital pods in the last
year, bringing our total number of pods to 18. Lastly,
we integrated our long-standing Connected Customer
Experience practice into Wipro Digital, ensuring a
seamless, end-to-end offering and capability for our
clients, bringing an even stronger market-leading
partner to our customers across the “think-it, design-it,
build-it and run-it” continuum of digital initiatives.
b. Modern Application Services (MAS): Wipro has been
a strategic partner in transforming the application
landscape of its clients by offering integrated business
solutions that span across enterprise applications and
digital transformation to security and testing. We have
re-aligned our Applications service line into a new service
line called Modern Application Services (MAS) which
will comprise of 4 units: the Enterprise Applications and
19
Annual Report 2017-18
Modernization (EAM) unit, the Application Engineering
& DevOps (AED) unit, the Enterprise Architecture unit
and the Appirio Cloud Services unit. These units will
leverage themes such as AI/Cognitive, IoT, Blockchain
‘Smart Applications’.
and Open Source to enable
• The EAM unit will include SAP, Oracle, and IT
Modernization along with Mainframe, application
management
practices.
Technology
include Micro
Focus, ServiceNOW, Infor and Coupa Software.
focus areas will
Transition
and
• The AED unit brings together our expertise in
quality engineering and testing, Microsoft business,
enterprise business integration, DevOps and cloud
technologies. We use these to develop new ways of
working and solution delivery along with ‘as-a-service’
models blending methods, models, machinery
and mindset across various technology platforms
including CA, Tricentis, Software AG and TIBCO.
• The Enterprise Architecture unit helps organizations
simplify, modernize and accelerate their journey to
the cloud including application migration to public
clouds such as Amazon Web Services, Microsoft
Azure, Google Cloud Computing, IBM and Pivotal.
This team covers business design and architecture
services across applications, infrastructure, data
and process and enables making ‘Applications
Smarter’ as part of the digital transformation journey.
• The Appirio Cloud Services unit results from the
acquisition we made in 2016, continues to focus on
integrating traditional SaaS technology providers
such as Salesforce, Workday, Google and newer
providers such as Apttus and FinancialForce with
our capabilities in customer experience with worker
experience.
solutions
MAS focuses on driving application transformation
contextual
with
customers
from
front office to back office by combining
consulting, design and development, continuous
and
testing
industries
operational
automation
all
integration,
excellence
for our
across
and
software-defined everything, opensource, DevOps and
IoT, ensure that we are a one-stop shop for all cloud and
IT infrastructure needs. Recently, we announced that we
are divesting our hosted data center services business
and developing a strategic partnership with Ensono, a
hybrid IT services and governance services provider.
Wipro’s hosted data center services business, along with
925 employees and 8 data centers, will move to Ensono.
Wipro will continue to serve our hosted datacenter
through a partnership with Ensono.
customers
d. Product Engineering Services Group
(PES): PES
facilitates breakthrough product and engineering
services transformations across all major industry
verticals, influencing the way enterprises do business
focus on Digital Transformation,
today. With a
PES’s specialized team of skilled professionals,
labs deliver
combined with
end-to-end Engineering R&D services
the
design board to the shop floor and out to the market.
innovation
in-house
from
at
building
numerous
innovative
global
customer
Over the years, PES has revolutionized product
corporations
engineering
by
experiences,
personalizing products for new markets, integrating
next-generation technologies, facilitating faster time
to market and ensuring global product compliance.
In our bid to make the world a more connected and
smarter place, we are making significant developments
in new-age technology paradigms such as the IoT, Cloud
platforms, 3D Printing, Virtualization, Smart devices
and Artificial Intelligence. With the increased focus
on Smart Manufacturing capabilities, we are further
strengthening our Engineering services business.
e. Data, Analytics and AI: Data Analytics and AI allows
us to consult and support our customers to derive
meaningful insights by leveraging our AI, machine
learning, advanced analytics, big data and information
management platforms and capabilities. We follow the
“AI First” strategy to acquire & assimilate data, drive
accurate decisions and deliver measurable business
outcomes that help our customers transform their
businesses. Our AI-infused end-to-end offerings
include:
c. Cloud and
Infrastructure Services (CIS) (formerly
referred to as Global Infrastructure Services): CIS is
an end-to-end cloud and IT infrastructure services
provider that helps global clients accelerate their
digital journey. Our offerings include Cloud, end-user
computing, Software Defined Everything (SDx), DevOps,
data center, networking and IoT, all of which spans
across our consulting, system
integration, testing
and managed services. We have a presence in over
45 countries with over 700 clients and 21 delivery
centers. Our investments in IP, a comprehensive partner
ecosystem and our skills in emerging technologies like
• Cloud & Data Platform (CDP) practice, which is
focused on delivering online or connected services
in areas of
Internet Scale Application, Data
Platforms, Cognitive platforms and HPC solutions.
We build complete solutions for various industrial
applications, either via on-premise or cloud-based
platforms.
• Big Data Analytics practice, which offers insight
delivery in real time or near real time through
analytical platforms and solutions and leveraging
our home grown team of decision scientists.
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Wipro Limited
•
Information Management practice, which
is
dedicated to enabling the digital transformation
journeys of its clients through a trusted data
foundation.
• Business Intelligence (BI) practice is focused on
helping businesses unleash the value from their
data and provide timely, contextual and relevant
actionable
insights rendered through rich and
interactive visualizations
• Database & Data warehouse practice, which
focuses on end-to-end solutions to automate
the entire data warehouse migration as well
as data offloading from on premise to cloud
across analytical platforms with scalability and
performance optimizations on the target platform.
f. Business Process Services (BPS): Wipro BPS is a leader
in providing next generation technology-led business
process services to global enterprises. Our mission
is to connect the dots that drive superior customer
experience, high levels of efficiencies, uncompromising
quality and productivity to maximize returns for our
clients. We combine our core business knowledge
like robotics process
with emerging technologies
automation, cognitive technologies and analytics to
offer powerful business intelligence, allowing business
leaders to respond quickly to evolving market needs.
Our non-intrusive industry and technology agnostic
differentiators are:
• Enterprise Operations
Transformation
(EOT)
Framework: Comprised of a suite of comprehensive
solutions, EOT addresses the central business
essentials of achieving process efficiencies with
a focus on enhanced customer experience, cost
optimization, reduced cycle times and accuracy.
• Wipro HOLMES for Business: An Artificial Intelligence
platform
focusses on hyper-automating
business and IT processes to reach highest level of
autonomous maturity.
that
• Base)))™: As a Business Operations platform,
Base)))™ leverages latest technologies to manage
today’s complex business operations by streamlining
their existing operations.
• Customer
Experience
Our
analytics-powered customer service platform to
deliver superior experience through cutting-edge
technology.
Transformation:
• BPaaS: Our delivery
solution
that allows
standardized, yet highly configurable processes for
quick deployment and use. We continue to invest in
building a larger BPaaS portfolio across industries
and service lines.
IT Services Industry Verticals
For the year ended March 31, 2018, our IT Services business
was organized into six industry verticals. Effective April 1,
2018, in order to provide strategic focus, we are realigning
our Manufacturing and Technology (MNT) industry vertical
into two separate verticals: the Manufacturing industry
vertical and the Technology industry vertical. The Healthcare
and Lifesciences industry vertical is being renamed the
Health Business Unit.
The revised industry verticals are as follows:
a. Banking, Financial Services and Insurance (BFSI)
b. Health Business Unit (Health BU)
c. Consumer Business Unit (CBU)
d. Energy, Natural Resources and Utilities (ENU)
e. Manufacturing (MFG)
f. Technology (TECH)
g. Communications (COMM)
a. Banking, Financial Services and Insurance (BFSI): The
BFSI business unit serves over 100 clients globally
across Retail Banking, Investment Banking, Capital
Markets, Wealth Management and Insurance. We have
been instrumental in delivering success to our clients by
aligning with their business priorities; we have done this
by leveraging state-of-the-art technology and process
transformation solutions, service design innovation,
domain expertise, IP and integrated offerings, end-
to-end consulting services, adoption of new ways of
working, and an ongoing focus on delivery excellence. We
also harness the power of cognitive computing, hyper-
automation, robotics, cloud, analytics, and emerging
technologies, to help our clients adapt to the digital world.
b. Health Business Unit (Health BU): Our mission is to
help organizations to solve real world health problems
to improve people’s lives. Our health BU is dedicated
to helping health and life sciences companies rethink,
reshape and restructure their business to increase
competitiveness in the industry. We help companies
realize value in their core businesses by connecting
organizations, communities and individuals to maximize
insights, innovation and integration and to transform
how healthcare services are provided in the future.
• Robotics Process Automation (RPA): RPA helps
achieve next generation business goals and
transformative impact through rapid deployment
and limited capital expenditure.
c. 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
21
Annual Report 2017-18 cater to customer requirements across product design,
validation and testing, enterprise operations, marketing
and customer support. We also are actively partnering
with our customers to help them leverage digital
technologies to stay ahead of the shifting expectations
in the industry. Wipro’s solutions built around cloud,
blockchain, artificial intelligence, IOT, crowd sourcing
and design thinking are driving new revenue streams
and efficiencies in our customer organizations. We
have leveraged our network of partners and academia
to develop IP, platforms and domain/industry-focused
solutions. We are investing in emerging technologies,
which includes next-generation platform engineering
(based on open source, containers and micro services),
autonomous
learning, deep
learning,
IoT, augmented/virtual/mixed
reality, software defined infrastructure, 5G and LiFi.
systems, machine
industrial
g. Communications (COMM): Wipro has been enabling
the digital transformation journey of Communications
Service Providers (CSPs) across the globe as they
transform to become Digital Service Providers. Our digital
business solutions are tailored around the customer
context of CSPs, with capabilities in technologies
such as AI, IoT, blockchain and cybersecurity, in order
to focus on new ways of working. Our investments in
new-age startups through Wipro Ventures, along with a
comprehensive partner ecosystem, are enabling CSPs
globally to create services that enable new revenue
opportunities, build business agility and reduce
their time to market in a B2B environment. Our focus
on continuous improvement, alignment to industry
standards, investments in technology solutions of
tomorrow, especially as we gear up for the 5G revolution,
are delivering proven business value to global CSP
customers.
IT Products
In order to offer comprehensive IT system integration
solutions, we use a combination of hardware products
(including servers, computing, storage, networking and
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.
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 Packaged Goods, New Age, Media, Education,
Hospitality, Travel, Transportation and Public Sector
Industries.
d. Energy, Natural Resources and Utilities (ENU): Our
ENU industry vertical has been collaborating with and
serving businesses across the globe for over 17 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, Airports, Ports, Engineering and Construction
industries across the globe. Wipro’s ENU vertical has
been recognized by analysts as a major player in the
Energy and Utilities sector. We provide consulting,
engineering, technology and business process 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. Our deep
domain expertise in the Energy sector has helped
us play a pivotal role in business transformation of
major oil and gas companies across their value chain.
Strategic acquisitions have
further strengthened
our capabilities and presence in the Energy sector.
e. Manufacturing (MFG): Wipro’s Manufacturing business
unit caters to manufacturing companies across the
industry segments of aerospace & defense, automotive,
industrial and process manufacturing. By coupling our
digital and extensive domain expertise, we help our
customers transform their business processes across
product design, supply chain, and aftermarket/services
to achieve their digital transformation objectives. We
have leveraged our network of partners and academia
to develop IP, platforms and industry focused solutions.
Our after-market solutions and services, are helping
manufacturing customers capture additional market
share by adopting new business models. Our ongoing
investments in emerging technologies like autonomous
systems and robotics,
Industry 4.0, aftermarket,
industrial IoT, augmented reality and virtual are helping
customers create new business solutions and create
new revenue models.
Technology (TECH): Companies across the high-tech
value chain; from the silicon providers to software
companies, are serviced by Wipro’s Technology business
unit. Our extensive customer portfolio includes marquee
companies in Semiconductors, Compute and Storage,
Networking, Peripherals, Electronics, Platforms and
Software products. Our solutions to this sector are
built around Wipro’s deep domain expertise and we
f.
22
Wipro Limited Good Governance and
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,
I
Governance by Shareholders
II Governance by Board of Directors
III
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)
IV
Governance by
Management
Process
Risk Management
Code of Conduct
Compliance Framework
The Ombuds process
•
•
Wipro has an organization wide Code of Business Conduct
which reflects general principles to guide employees in
making ethical decisions. The Code outlines fundamental
ethical considerations as well as specific considerations
that need to be maintained for professional conduct. More
details are provided in the Corporate Governance report.
Risk Management
Risk Management at Wipro is an enterprise wide function
backed by a qualified team of specialists with deep industry
experience who develop frameworks and methodologies for
assessing and mitigating risks.
Risk Management Framework
The risk landscape in the current business environment is
changing dynamically with the dimensions of Cyber security,
Information Security and 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 as below
• Orange Book by UK Government Treasury
•
COSO; Enterprise Risk Management—Integrating
with Strategy and Performance (2017) by Tread way
Commission
AS/NZS ISO 31000:2009 Risk Management – Principles
and Guidelines by AUS/NZ Standards Board
ISO - ISO 31000:2018, Risk management – Guidelines
Framework
Management
Governance
Develop & deploy Policy/Framework
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
p
r
o
v
e
Risk Management
Team
m
e
n
t
Risk
Ownership
Identification Analysis
Evaluate
Treatment
Monitoring
Risk Categories
Governance
Strategic Operational Compliance Reporting
Business Units
& Functions
Risk Management Framework
23
Annual Report 2017-18
Major Risks
Mitigation Plan
Information Security and 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 with adoption of new technologies.
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 exists and is enhanced on an ongoing basis, to assess
and mitigate the risks on account of intellectual property, both Customer and
Wipro owned. The program is crucial and assists in identifying, monitoring,
governing and creating awareness across the organization.
Data Privacy regulations (such as General
Data Protection Regulation
in Europe)
relating to personal 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.
covering
Compliances
Regulatory
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.
Functional and Operational risks arising
out of various operational processes
Service Delivery risks relating to complex
programs providing end-to-end business
solutions for our clients.
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 compliance.
Appropriate risk and control matrices have been designed for all critical
business processes and both design and effectiveness is tested under the
SOX & Internal Financial Control Programs and theme based assessments.
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.
Work place environment, Safety and Security 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 risks arising out of
global disruptions like natural disasters,
IT outages, Cyber, pandemic, terror and
unrest, power disruptions etc. which
will challenge or impact the availability
of People and process, Technology and
Infrastructure.
Geo political risk arising out of entering
into contracts in a new country.
Risk of Protectionism policies impacting
the business
Effective implementation of Business Continuity Management System
(BCMS) and framework aligned to ISO 22301 across global locations,
accounts and service functions. The framework will ensure a robust BCM
planning to manage any crisis which could disrupt People and process,
Technology and Facility level disruption effectively and efficiently.
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.
Appropriate measures are being taken to provide uninterrupted high quality
services to the clients at all geographies. Additionally, localization efforts are
being prioritized. More than 55% of U.S.A and more than 75% of our APAC
workforce is local. In Latin America almost all our employees are local.
24
Wipro Limited Grievance Redressal
Capitals and Value Creation
Wipro is committed to the highest standards of openness,
probity and accountability. Having a robust whistle-blower
policy that allows employees and other stakeholder to
raise concern in confidence is an essential condition for a
transparent and ethical company. This ensures a robust
mechanism is in place, which allows employees, non-
employees, partners, customers, suppliers and other
members of public to voice concern in a responsible and
effective manner.
(ombuds.person@wipro.com) are created
Under Ombuds Policy adopted by each of our businesses,
all complaints are addressed to Ombuds and investigative
findings are reviewed and approved by Chief Ombudsperson
who reports into Compliance Committee. Dedicated email
address
to
facilitate receipt of complains and for ease of reporting.
The company has a 24x7 hotline where the concern can
be communicated through telephone call. All employees
and stakeholders can register their concern either through
web-based portal or at www.wiproombuds.com. The toll
free numbers provides global languages options. Following
an investigation, a decision is made by the appropriate
authority on the action to be taken basis the findings of the
investigation. In case the complainant is non-responsive
for more than 15 days, the concern may be closed without
further action.
1,526 complaints were received via the Ombudsprocess
and 1,532 complaints were closed (including some from
previous year) in FY 2018. All cases were investigated
and actions taken as deemed appropriate. Based on self-
disclosure data, 20.5% of these were reported anonymously.
The top categories of complaints were people processes at
42% and workplace concerns and harassment at 23%. The
majority of cases (71%) were resolved through engagement
of human resources or mediation, or closed since they were
unsubstantiated.
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 programs
against sexual harassment are conducted across the
organization. A total of 101 complaints of sexual harassment
were raised in the calendar year 2017, of which 92 cases
were disposed and appropriate actions were taken in all
cases within the statutory timelines. This includes all cases
reported in the system, even if unsubstantiated. In some
cases, a clear action has been taken (warning or separation)
and the rest of the cases have been resolved through
counseling or other specific actions.
In this section we cover Wipro’s approach to value creation
across the five capitals namely financial, intellectual,
human, social and relationship and natural.
a. 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.
b.
broadly
is
intangibles,
organizational,
Intellectual Capital
knowledge-based
intellectual
property, such as patents, copyrights, software, rights
and licences and ‘organizational capital’ such as tacit
knowledge, systems, procedures and protocols.
including
c. Human Capital
is broadly people’s competencies,
capabilities and experience, being continuously
innovative and contribute to the organizations shared
goals and values .
d. 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.
e. Natural Capital
renewable and
is broadly all
nonrenewable environmental resources and processes
that provide goods or services that support the past,
current or future prosperity of an organization. It
includes air, water, land, minerals, forests, biodiversity
and eco-system health.
Manufactured Capital is broadly seen as human-created,
production-oriented equipment and tools. For the IT services
business, these are the fixed assets like buildings, IT hardware
and telecommunication equipment. The deployment of the
capital is adequately represented in financial capital and
through impacts to natural capital. Hence this report does
not cover manufactured capital separately.
25
Annual Report 2017-18 Financial Capital
Consolidated results for the year 2017-18
Consolidated results
Revenue1
Cost of revenue
Gross profit
Selling and marketing expenses
General and administrative expenses
Other Operating Income
Operating Income
Finance Expenses
Finance and Other Income
Income Taxes
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 (`)
(Figures in ` million except otherwise stated)
FY 2018
Year on Year Change
546,359
(385,575)
160,784
(42,349)
(34,141)
-
84,294
(5,830)
23,999
22,390
80,081
29.4%
7.8%
6.2%
15.4%
16.86
16.83
(1.4)%
(1.5)%
(1.1)%
3.8%
6.6%
(100.0)%
(10.2)%
(1.9)%
7.0%
(11.2)%
(5.7)%
30bps
38bps
47bps
(139)bps
(3.5)%
(3.4)%
FY 2017
554,179
(391,544)
162,635
(40,817)
(32,021)
4082
93,879
(5,942)
22,419
25,213
84,895
29.1%
7.4%
5.8%
16.8%
17.48
17.43
1.
For 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 `550,402 million and `544,871 million for the years ended March 31, 2017 and 2018, 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 for year ended March 31, 2017 have been calculated by including Other Operating Income
with Revenue.
Earnings per share for the year ended March 31, 2017, have been proportionately adjusted for the bonus issue in the ratio of 1:1 as approved by the
shareholders on June 03, 2017.
2.
3.
Revenue: Our consolidated revenue, in INR terms, declined
by 1.4%, primarily due to decreased revenue
in the
Communications and Healthcare and Lifesciences verticals.
Revenue from the Communications vertical has declined
due to the loss of a client, which declared bankruptcy, and
due to ramp downs in a few large projects. Revenue from
the Healthcare and Lifesciences verticals has declined
due to uncertainties around regulatory changes relating
to the Affordable Care Act, and appreciation of the Indian
Rupee against currencies other than US Dollar. Banking,
Financial Services and
Insurance verticals registered
growth in revenue. In the IT products segment, revenue
declined by 30.6%, 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.
Selling and Marketing expenses: Increased by 3.8% in
absolute terms, primarily on account of increases in employee
compensation, marketing and brand building charges, offset
by the decrease in amortization and impairment charges for
intangible assets recognized through business combinations
in the year ended March 31, 2018 as compared to the year
ended March 31, 2017.
General and Administrative expenses: Increased by 6.6% in
absolute terms, primarily due to impairment of receivables
and deferred contract cost arising on account of insolvency
of two of our customers.
Other operating income: During the year ended March 31,
2017, we had 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, had been recorded as
‘other operating income’.
26
Wipro Limited Finance expenses: Our finance expenses decreased from
`5,942 million for the year ended March 31, 2017 to `5,830
million for the year ended March 31, 2018. This decrease
is primarily due to a decrease of `888 million in exchange
loss on foreign currency borrowings and related derivative
instruments, which was partially offset by an increase in
interest expense by `776 million primarily on account of
increase in long term borrowings during the year ended
March 31, 2018.
Finance and Other income: Our finance and other income
increased from `22,419 million for the year ended March
31, 2017 to `23,999 million for the year ended March 31,
2018. The increase is arising from increase in gains from
investments by `1,542 million during the year ended March
31, 2018 as compared to the year ended March 31, 2017, due
to increase in the average investment held during the year.
Income taxes: Our income taxes decreased by `2,823 million
from `25,213 million for the year ended March 31, 2017 to
`22,390 million for the year ended March 31, 2018.
Our effective tax rate decreased from 22.8% for the year
ended March 31, 2017 to 21.8% for the year ended March 31,
2018, primarily on account of the re-statement of deferred
tax items pursuant to “Tax Cuts and Jobs Act,” which was
signed into law on December 22, 2017. As a result of the
Performance highlights – IT Services
operational structure of the Company, it is possible that the
application of the recently enacted US tax reform legislation
may not have a material and adverse impact on our operating
results, cash flows and financial condition. We are still
evaluating the impact of this legislation on our business.
Segment results: As a result of the above factors, our
operating margin decreased by 139 bps to 15.4%. Adjusted
for the impact arising out of insolvency of two of our
customers, the operating income and operating margin for
FY 2018 was `88,906 and 16.3% respectively, a decrease of
5.3% in absolute terms, as compared to FY 2017.
Profit: Profit attributable to non-controlling interest has
decreased from `248 million for the year ended March 31,
2017 to `3 million for the year ended March 31, 2018.
Significant changes in ratios: Our interest coverage ratio has
reduced by 30.4% due to increased borrowings to fund the
acquisitions made in the second half of FY 2017 and in the
year ended March 31, 2018. However, it is important to note
that our Earnings before Interest and Tax covers Interest
Expense approximately 24 times during the year. The other
financial ratios, such as debtors turnover ratio, current ratio,
debt equity ratio, operating margin and net profit margin,
have not varied more than 25% as compared to the previous
financial year.
(Figures in ` million except otherwise stated)
IT Services
Revenue1
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
FY 2017
528,440
162,054
(40,345)
(29,726)
4,082
96,065
30.4%
7.6%
5.6%
18.0%
FY 2018 Year on Year Change
528,410
159,558
(42,253)
(33,692)
-
83,613
30.2%
8.0%
6.4%
15.8%
0.0%
(1.5)%
4.7%
13.3%
(100.0)%
(13.0)%
(23)bps
37bps
75bps
(222)bps
1.
2.
3.
For the purpose of segment reporting, we have included the impact of exchange rate fluctuations amounting to `3,736 million and `1,498 million for the
years ended March 31, 2017 and 2018, 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.
Gross margin and segment results as a percentage of revenue have been calculated by including Other Operating Income with Segment Revenue. For the
year ended March 31, 2018, excluding the impact of insolvency of two customers and the impairment loss in one of our acquisitions, IT Services Margin for
the year was 16.8%.
27
Annual Report 2017-18 Client mining - IT Services
2017-18. Our revenue performance in all the quarters of
financial year 2017-18 has been within the guidance range.
Customer Size
Distribution for IT
Services
Number of clients at year ended
March 31,
2017
2018
> $1M
> $3M
> $5M
> $10M
> $20M
> $50M
> $75M
> $100M
602
354
268
163
91
34
18
9
631
369
277
171
95
39
20
8
Revenue: The IT services segment revenue, in INR terms,
remained flat at `528,410 million. Revenue from the
Communications vertical declined due to the loss of a
client, which declared bankruptcy, and due to ramp downs
in a few large projects. Revenue from the Healthcare and
Lifesciences verticals declined due to uncertainties around
regulatory changes relating to the Affordable Care Act, and
appreciation of the Indian Rupee against currencies other
than US Dollar. Banking, Financial Services and Insurance
verticals registered growth in revenue.
On a gross basis, we added 223 new customers during the
year ended March 31, 2018, including customers added
because of acquisitions.
General and Administrative Expenses: In absolute terms,
general and administrative expenses increased by `3,966
million, primarily due to impairment of receivables and
deferred contract cost arising on account of insolvency of
two of our customers.
Segment Results: Operating margin from our IT Services
segment decreased by 222 bps, from 18.0% to 15.8%.
Further, in absolute terms, the segment results of our IT
Services segment decreased by 13.0%. Adjusted for the
impact arising out of insolvency of two of our customers,
the operating income and operating margin for FY 2018
was `88,225 and 16.7% respectively, a decrease of 8.2% in
absolute terms, as compared to FY 2017.
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
28
(Figures in $ million)
Guided Outlook versus Actuals
Quarter ending
Guidance
31st Mar 2018
2,033-2,073
31st Dec 2017
2,014-2,054
30th Sep 2017
1,962-2,001
30th Jun 2017
1,915-1,955
Achievement
in guided
currency
Reported
currency
revenue
2,035.4
2,031.2
1,976.9
1,959.6
2,062.0
2,013.0
2,013.5
1,971.7
Performance Highlights - IT Products
Our IT Products segment accounted for 6%, 5% and 3% of our
revenue for the years ended March 31, 2016, 2017 and 2018,
respectively and (1.0%), (1.8%) and 0.4% of our operating
income for each of the years ended March 31, 2016, 2017
and 2018, respectively.
(Figures in ` million except otherwise stated)
IT Products
Revenue1
Gross Profit
FY 2017
FY 2018
25,922
17,998
957
1,483
Selling and Marketing expenses
(621)
(248)
General and administrative
expenses
(2,016)
(873)
Operating Income
(1,680)
362
As a Percentage of Revenue:
Gross Margin
Selling and Marketing expenses
General and administrative
expenses
3.7%
2.4%
8.2%
1.4%
7.8%
4.8%
Operating Margin
(6.5)%
2.0%
1.
For the purpose of segment reporting, we have included the impact of
exchange rate fluctuations amounting to `81 million and `(12) million
for the years ended March 31, 2017 and 2018, 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.
Revenue: Our revenue from the IT Products segment
decreased by 30.6%. 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.
Wipro Limited Profitability: Our gross profit as a percentage of our IT
Products segment revenue increased by 455 bps primarily
on account of selling high margin products and reduction in
loss provisions.
Selling and Marketing Expenses: Selling and marketing
expenses as a percentage of revenue from our IT Products
segment decreased from 2.4% for the year ended March 31,
Business unit wise performance
2017 to 1.4% for the year ended March 31, 2018 due to an
optimization of head count.
Segment Results: In absolute terms, segment results of our
IT Products segment recorded a profit of `362 million for the
year ended March 31, 2018 as compared to a loss of `1,680
million for the year ended March 31, 2017.
Business unit
Revenue
FY 2017
Revenue
FY 2018
Growth YoY% in
reported currency
Growth YoY% in
constant currency
Margins
FY 2017
Margins
FY 2018
(Figures in $ million except otherwise stated)
BFSI
CBU
COMM
ENU
HLS
MNT
Total
1,977
1,216
567
1,006
1,206
1,733
7,705
2,256
1,277
514
1,043
1,137
1,833
8,060
14.1%
5.0%
(9.3)%
3.6%
(5.8)%
5.8%
4.6%
12.0%
3.8%
(11.7)%
1.6%
(6.5)%
4.1%
2.9%
18.3%
17.4%
15.9%
20.9%
11.5%
19.7%
18.0%
16.6%
15.6%
9.4%
11.8%
13.0%
18.1%
15.8%
Geography wise performance
Geo
Americas
Europe
APAC and OEM*
India and Middle East
Total
Revenue FY 2017
Revenue FY 2018
(Figures in $ million except otherwise stated)
Growth YoY% in
reported currency
Growth YoY% in
constant currency
4,213
1,877
833
782
7,705
4,307
2,061
891
801
8,060
2.2%
9.8%
7.1%
2.4%
4.6%
2.0%
5.4%
4.7%
0.2%
2.9%
*Asia-Pacific and Other Emerging Markets
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:
(Figures in ` million except otherwise stated)
Net cash provided
by/ (used in) :
FY 2017
FY 2018
YOY
changes
Operating activities
92,773
84,233
(8,540)
Investing activities
(116,283)
35,578
151,861
Financing activities
(22,752)
(129,978)
(107,226)
Net change in cash
and cash equivalents
Effect of exchange
rate changes
Cash and cash
equivalent at the end
of the period
(46,262)
(10,167)
36,095
(1,412)
375
1,787
50,718
40,926
(9,792)
29
Annual Report 2017-18
Shareholder Returns
We continue to enhance shareholders value through bonus,
dividends and share repurchases. There is no change in our
philosophy on shareholder return and we will continue to
provide regular, stable and consistent returns.
Dividend: The cash dividend paid per equity share during the
year ended March 31, 2018 was interim dividend of `1. The
Board recommended the adoption of the interim dividend of
`1 per equity share as the final dividend for the year ended
March 31, 2018.
Bonus: On April 25, 2017, our Board approved the issue of
stock dividend, commonly known as issue of bonus shares
in India, subject to shareholder approval. June 14, 2017 was
fixed as the record date for this purpose. The Companies Act,
2013 permits a company to distribute an amount transferred
from the free reserves or other permitted reserves, including
share premium account, to its shareholders in the form
of bonus shares, which are similar to a stock dividend.
The bonus issue in the proportion of 1:1 i.e.1 (One) bonus
equity share of `2 each for every 1 (one) fully paid-up equity
share held (including ADS holders) was approved by the
shareholders of the Company through resolution dated
June 03, 2017 through postal ballot/ e-voting. Consequently,
2,433,074,327 shares have been issued and `4,866 million
(representing par value of `2 per share) has been transferred
from retained earnings to share capital.
Buyback: During the year ended March 31, 2018, the Company
has concluded the buyback of 343.75 million equity shares
at a price of `320 per equity share, as approved by the Board
of Directors on July 20, 2017 and by shareholdersthrough
resolution dated August 28, 2017 through postal ballot/
e-voting. This has resulted in a total cash outflow of `110,000
million. Consequent to such buy back, share capital has
reduced by `687 million.
As of March 31, 2018, we had cash and cash equivalent and
short-term investments of `294,019 million. Cash and cash
equivalent and short-term investments, net of debt, was
`155,760 million.
In addition, we have unutilized credit lines of `53,483 million.
To utilize these lines of credit, we require the consent of the
lender and compliance with certain financial covenants. We
have historically financed our working capital and capital
expenditures through our operating cash flows and through
bank debt, as required.
Cash Generated from Operating Activities: Cash generated
by operating activities for the year ended March 31, 2018
decreased by `8,540 million while net profit for the year
decreased by `5,059 million during the same period. The
decrease in cash generated by operating activities is
primarily due to increased working capital requirements.
Cash Generated from Investing Activities: Cash generated
from investing activities for the year ended March 31,
2018 was `35,578 million. The cash generated from sale of
investments (net of purchases) amounted to `47,973 million.
Cash utilized for the payment for business acquisitions
amounted to `6,652. We purchased property, plant and
equipment amounted to `21,870 million which was primarily
driven by the growth strategy of the Company.
Cash Generated from Financing Activities: Cash used in
financing activities for the year ended March 31, 2018 was
`129,978 million as against `22,752 million for the year
ended March 31, 2017. This is primarily due to a decrease in
net proceeds of loans and borrowings amounting to `24,102
million. Payment toward the dividend including dividend
distribution tax and buy back of shares for the year ended
March 31, 2018 amounted to `115,732 million. Dividends
paid in the year ended March 31, 2018 represents interim
(and final) dividend declared for the year ended March 31,
2018 amounting to `1 per share.
As of March 31, 2018, we had contractual commitments
of `13,091 million related to capital expenditures on
construction or expansion of software development
facilities, `21,010 million
to non-cancelable
operating lease obligations and `28,201 million related to
other purchase obligations. Plans to construct or expand
our software development facilities are determined by our
business requirements.
related
30
Wipro Limited Assessment of Key Risks
a. Global economic crisis: We derive approximately 53%
of our IT Services revenue from the Americas (including
the United States) and 26% of our IT Services revenue
from Europe. If the economy in the Americas or Europe
continues to be volatile or conditions in the global
financial market deteriorate, pricing for our services may
become less attractive and our clients located in these
geographies may reduce or postpone their technology
spending significantly. Reduction in spending on IT
services may lower the demand for our services and
negatively affect our revenue 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.
b. 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.
c. 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.
receivables, payables and
financial instruments including investments, foreign
loans and
currency
borrowings. Our exposure to market risk is a function
of investment and borrowing activities and revenue
generating activities in foreign currency. The objective of
market risk management is to avoid excessive exposure
of our earnings and equity to losses.
Components of Market Risks
• Foreign currency risk: A significant portion of our
revenue is in US 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
Indian 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, 2018, a `1 increase/decrease in the
spot exchange rate of the Indian Rupee with the US
Dollar would result in approximately `1,500 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, 2018, additional net
annual interest expense on floating rate borrowing
would amount to approximately `1,186 million.
d. 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
• 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
31
Annual Report 2017-18 for more than 10% of the accounts receivable as of
March 31, 2017 and 2018, respectively and revenue
for the year ended March 31, 2016, 2017 and 2018,
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 `294,019 million. Cash and cash
equivalent and short-term investments, net of debt,
was `155,760 million.
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 forex 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 earnings, assets and liabilities.
We evaluate exchange rate exposure arising from transactions
and positions and enter into foreign currency derivative
instruments to mitigate such exposure. We follow established
risk management policies, including the use of derivatives
like foreign exchange forward / option / 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.
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, 2018 stood at $2.4 billion.
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.
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.
32
Wipro Limited Human Capital
Spirit of Wipro - Values and Ethics
Competitive Markets
Crowd Sourcing
Disruptive Technology
Building
Capability
Automation
Inorganic Growth
Demand for Skilled Labour
Careers
Reimagined
Hiring & Onboarding
Perfomance & Talent
Managment
Learning & Development
Employee Well-being
Employee Engagement
and Communication
Social Capital
Intellectual
Captial
Natural Capital
Business
Outlook
People
Strategy
People
Processes
People
Results
Business
Results
Seamless Employee Experience
Optimal Resource Utilization
Empowerment
Globalization
Collaboration
& Co-creation
Diversity
Digitization,
Analytics, AI
Inclusion
Engagement
Productivity &
Retention
Culture
Transformation
Human Rights and Compliance
l
a
t
i
p
a
C
l
a
i
c
n
a
n
i
F
Human Capital Value Chain – Working
Ethically and Upholding Human Rights
in. Today,
landscape we operate
Our human capital interventions are driven by the dynamic
innovations
business
like artificial intelligence, automation and analytics are
disrupting traditional business models, and opening up newer
opportunities and revenue streams for us. Since millennials
form a majority of our 163,827 strong employee-base, we are
dealing with newer challenges, expectations and employer-
employee relationships at the workplace. Competitive
labour markets, diverse teams, evolving employee needs and
aspirations, coupled with the tectonic shifts in the technology
landscape are shaping the way we attract, develop and retain
top talent.
Our human capital value chain consists of people strategies
which are based on current and future business requirements.
Our policies, processes and systems flow from these strategies
which encompass the lifecycle of our employees. Finally, the
outcomes of these people interventions are reflected through
our people result indicators, which directly or indirectly
contribute to the intellectual, social, natural and financial
capital of Wipro. Throughout this value chain, our strategies,
processes and policies reflect an unflinching commitment to
the Spirit of Wipro, our values as well as globally-recognized
principles of business responsibility and human rights.
Human Rights & Values at Wipro
a. Our Company-wide Code of Business Conduct (COBC),
Spirit of Wipro Values and Human Rights Policy express
our commitment to do business ethically and embrace
practices that support environment, human rights, and
labour laws around the world. Our entire workforce is
covered and trained on the COBC guidelines.
b. Our COBC and Human Rights Policy 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). Wipro is also one of the founding
members of CII’s Business for Human Rights Initiative.
c. Our commitment to human rights covers employees,
suppliers, clients, communities and countries across
geographies where we do business.
d. We have established committees / processes like the
Ombuds process, Prevention of Sexual Harassment
Committee, Audit/Risk & Compliance committees and
an Inclusion & Diversity Council to review progress
and formulate strategies to address material issues
pertaining to compliance, safety and a harassment-free
workplace. We constantly keep our employees informed
about these processes through trainings, mailers and
internal social media platforms.
33
Annual Report 2017-18
People Strategy
Performance and Talent Management
Our performance management system
is designed to
achieve holistic development for all our employees through
performance differentiation, transparency, and effective
evaluation. Our quarterly review process introduced in
2016-17, continues to be a strong platform to encourage
feedforward discussions that are candid, constructive and
meaningful. An Agile Performance Management system is in
place for specific job requirements of certain roles. We also
have an annual 360-degree feedback process for employees
in middle and senior management roles where they are
evaluated on their leadership competencies. Appropriate
development plans and interventions are then charted out
based on discussions between managers and employees.
Additionally, each Unit also has a formal Talent Review and
Planning process to identify, train and develop key resources.
Executive coaching is provided to top leadership to facilitate
their all-round development.
Talent Marketplace, an online platform has enabled internal
role fulfilment for senior roles. The objective of the initiative
is to connect the right talent to available opportunities
within the organization. In FY18, internal redeployment was
at 68% for senior/strategic roles.
Learning and Development
We have a comprehensive Learning and Development
program which caters to the behavioural, technical and
leadership needs of our workforce. Our curriculum includes
classroom courses, on-the-job-trainings, blended learning,
social learning, mentoring and gamified modules to suit
the diverse needs of the participants. We continuously
align our learning and development investments with the
business imperatives as well as the evolving expectations of
our employees. We believe, that these programs help build
capabilities in new and emerging technologies, which in turn
enables our employees to deliver value to our clients, leading
to better Customer Satisfaction Scores (CSAT).
Our people strategies are geared to create
learning
opportunities, build careers, and foster an empowering and
inclusive culture where our employees find meaning in what
they do while they create value for Wipro.
Culture Transformation
We aim to build an inclusive and empowering work
environment focussed on enhancing employee experiences.
Our people processes, policies and practices help to build
a nimble organization which is both performance-oriented
and digitally savvy.
Careers Reimagined
Our focus is to hire the right individuals, assimilate them
quickly, assess their performance, facilitate learning,
develop leadership and create an internal pipeline of
talent to build a future-ready organization.
Building Capability
Anticipating future skill requirements and developing them
is vital to Wipro’s long term sustainability. We continue to
invest in skill enhancement across levels, with a focus on
upskilling and building Design Thinking capability to drive
innovation.
Digitization, Analytics and AI
We are proactively adopting digital trends. We are
using digitization and talent analytics to drive business
outcomes and ensure employee delight.
People Processes: Key Highlights FY 2018
Hiring and Onboarding
including
role-mapping and
We are an equal opportunity employer and focus on
meritocracy at all stages of the hiring and deployment
process,
remuneration.
Localization continues to be a strategic focus for our talent
agenda and we have made considerable progress in this
area in our key markets. We have a robust process to source
and select the best talent, both for entry-level roles as well
as lateral hires through our website, channel partners, job
fairs, campus placements, and internal job postings. Our
comprehensive onboarding program helps assimilate new
talent seamlessly within the organization.
In FY 2018, we moved towards digitizing our campus hiring
process by using interview bots thus bringing in higher
rigour and quality to our selection. Our recruitment process
has become more inclusive with diversity-focused sourcing
and engaging with veterans in the U.S.A. Global 100 Program
continues to be a key focus and has successfully brought in
diverse talent across the globe who are engaged in impactful
work and are groomed into potential leaders of the future.
34
Wipro Limited Equal Opportunity
to Learn, Anytime,
Anywhere
52,000+ employees are using TopGear, a social learning and crowdsourcing
platform. Learning on emerging technologies is enabled through 80+ cloud
based development environments, 1,000+ Learning assignments and 435 real
life projects.
We have created 250+ learning videos which are accessible on mobile. We have
enabled learning through social learning platforms, revamped our Learning
Management System and put special emphasis on hands-on trainings and
assessments. We provide equal learning opportunities to all our employees,
where they can nominate themselves for any technical or behavioral course of
their choice and get trained.
Digital
Upskilling
Our core focus is to keep pace with the disruptive speed at which Wipro is growing
in the Digital space and how we can make our employees future-ready from a
capability standpoint. We have trained over 90,000 employees in digital skills
as of FY 2018. We are enabling the delivery leadership through a program called
ADAPT where 100% of our Delivery Managers and a high number of Delivery
Heads are being trained on such skills.
Building Sales
and Delivery
Capability
We have scaled our programs which impart key behavioral competencies required
to service clients effectively such as ADROIT, EMPOWER, Design Thinking
and WinMore: Account Mining for Growth. 8,000+ Delivery Leaders, Program
Managers, Project Managers, Architects and Presales leaders participated in
these programs.
We have sustained interventions like OneVoice, LeadNxt and Leading Global
Teams to manage the softer aspects like customer focus, leadership development
and inclusion respectively. To encourage faster internal deployment to sales
roles, we are successfully training employees from delivery/presales teams
through the PRiSM program.
Employee Well-being
Our employee wellness programs encompass the three
areas of employee well-being, namely physical, emotional
and financial well-being.
Physical well-being
a. Safety Standards: We have implemented strict safety
standards at all our facilities and operations, based
on global best practices and regulatory requirements.
We have well-defined policies and standard operating
procedures to ensure the safety of women employees
inside and outside the campus. These include Safety
Awareness Programs, Global 24x7 Security Command
Centre, cab pick-up/ drop facility with escort, mobile
apps to confirm “Safe Reach”, among others.
b. Sensitization: Periodic employee connect programs
are conducted to raise awareness among employees on
safe workplace standards and practices. Sessions on
*All training numbers quoted are coverage as on year ended March 31, 2018.
employee health and wellness are regularly held across
Wipro locations.
c. Health: We have 27 Occupational Health Centers and 7
Ergonomic Centers across Wipro India locations which
help in awareness on ergonomic-related illnesses and
upper respiratory infections among our workforce.
d. Risk Assessment: We have established a robust and
an integrated Risk Assessment process for Initial
Environmental Review and Hazard Identification. We
conduct periodic as well as annual assessments of our
campuses/offices. Employees, stakeholders and service
providers are part of the risk assessment process.
Locations with more than 2,000 employees have safety
committees which meet quarterly and participate
in risk assessments, safety
incident
investigations and hygiene audits. Other locations
report work place hazards in the Heath Safety and
Environment (HSE) portal which get addressed in city-
wise committee meetings.
inspections,
35
Annual Report 2017-18 Coverage of Training
Wipro OnAir – Global Podcast Series
Occupational Health and Safety Assessment Series
(OHSAS) certification coverage = 90% of the employees
covered across 22 locations in India.
Within a year of its launch, the podcast has received over
280,000 hits. The Wipro OnAir group on Yammer is one of
the most engaged groups with 27,000 members.
136,000+ employees, contractors and service providers
attended trainings on Health & Safety.
Cafeteria – FSSAI coverage
Food Safety Standards Authority of India (FSSAI) license
is mandatory for vendors operating within Wipro-owned
locations in India. Regular inspections and audits are
performed by both internal and external teams to ensure
compliance.
Participation in committees
2,800+ permanent and contract employees participated in
committees on safety, food, transport, etc. across India, to
represent the interests of the workforce.
Emotional well-being
Mitr is our employee counselling and support forum in
India. It enables employees to reach out to counsellors 24x7
in-person and/or on phone to seek assistance for issues
pertaining to personal or professional life. In geographies
outside India, we have employee counselling services
provided as a part of Employee Assistance Programs.
Financial well-being
We continually strive to provide our full-time and part-time
employees with compensation packages commensurate
with their skills and experience. Our benefits program takes
an integrated approach and provides a range of options
for better financial and social security, including efficient
tax-management options, life and accidental insurance,
medical packages and assistance in managing financial
issues. We started providing long term incentives by
granting restricted stock units (RSU’s) in 2004 towards long
term retention of key talent. 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, significantly.
Employee Engagement and Communication
To facilitate open channels of feedback and communication
within the organization, on our values, rights, policies and
processes, apart from sending regular updates via org-wide
mailers, we have instituted town halls, Yammer blogs, Wipro
Meets’ sessions with the CEO and senior leadership teams
as well as group and individual connect sessions with the
human resources teams.
Yammer – Internal Social Network
Since its launch in 2014, we have had over 103,500 users,
who shared over 2.5 million messages, and formed 10,000
groups. It is currently the largest social engagement tool
at Wipro.
Microsoft Teams – Collaboration Platform
Since its launch in 2017, we have had over 36,000 users
using Microsoft Teams with 60,000+ team conversations
across mobile/desktop/browser channels.
Human Rights Due Diligence & Assessment
interventions
like our grievance redressal
Structured
process of Prevention of Sexual Harassment (POSH) and
Ombuds, Employee Perception Survey (EPS), Contract
Employee Engagement, governance reviews with Health
Committees, Audit Risk & Compliance Board and Inclusion &
Diversity Council, help us to proactively identify and mitigate
risks on human rights and any other organization processes.
Our due diligence & assessment process has identified the
following impacted groups/issues –i) benefits extended to
contract workforce ii) unconscious bias at workplace. The
key engagement platforms and actions taken are:
a. Employee Perception Survey: EPS
is the formal
mechanism to capture employee feedback. This is done
through (1) Biennial Employee Perception Survey (EPS),
and (2) a shorter dipstick survey (EPS Pulse) which is
held between two EPS cycles. Our in-house built EPS
analytics tool provides breakdown 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 2017 results have already
been analyzed and action areas based on employee
feedback have been finalized for the coming year.
Based on employee feedback, we have simplified several
of our systems and processes, introduced policies that
allow greater flexibility, at work, launched initiatives to
promote greater collaboration, among others.
b. Contract Employee Engagement: Our
focus on
responsible people practices extends across our people
value chain, and covers our contract employees as well.
A dedicated team performs the complete employee
lifecycle management for contract employees deployed
on IT delivery projects. Audits are conducted on the
empaneled partner to ensure that they comply with the
human rights, statutory and labour compliance.
• Through client-site visits and open house meetings,
we connect with contract employees to understand
36
Wipro Limited
their needs and concerns. Meet Matters is one such
forum for partner employees to interact with their
employer.
• We have introduced several initiatives, including
a chatbot and a new claims system for our partner
employees that enable a more simplified and
smoother experience at work. Through an online
learning system, they can also develop various skills
and competencies.
Our people supply chain includes temporary workers
who are in soft service functions such as Housekeeping,
Security, etc. We protect the interest of such workers
by ensuring that the contract agency complies with the
Supplier Code of Conduct. We safeguard Human Rights
by ensuring that the salaries of all workers comply
with the relevant minimum wages legislations and by
providing them with appropriate working conditions.
c.
Inclusion and Diversity: Our strategic focus today is to
become more “Inclusive” than merely representing our
“Diversity” through numbers. We have a two-pronged
approach towards achieving our goals (1) we constantly
build Inclusion as a Way of Life within our culture. Our
culture is rooted in the principles of respect, fairness
and equality. (2) We focus on policies and processes that
create and reinforce Inclusion.
The entire organization, beginning with our leadership,
is aligned with our I&D vision. Our CEO is the Executive
Sponsor of the I&D Council. Further, I&D is a key agenda
item for our Board Reviews.
Our
include Gender, Persons with
focus areas
Disabilities, nationalities, underprivileged communities,
suppliers, and more recently, LGBT community.
Across the spectrum, we focus on building plurality of
ideas and on the elimination of unconscious bias.
We are deeply committed to promoting inclusivity and
diversity at the workplace. The Board and I&D council
regularly monitor key indicators in this area. Though we have
made significant progress, we recognise that a lot more
needs to be done. For example, even as the gender pay ratio
is close to 1 at junior levels, the gap widens by 5-10% at
middle and senior levels. This points to the need to increase
the representation of women at senior positions. We will
continue to encourage and support more women to assume
high impact leadership roles in the organization.
Sensitization on
Unconscious Bias
Apart from focussed training programs, we have initiated conversations through
leaders on our internal social media platform, which encourage a deeper
understanding and awareness of inclusive behaviors, cultures and unconscious bias.
Key Gender
Inclusion
Programs
Accessibility
Initiatives for
Persons with
Disability
An exclusive mentoring program launched for young mothers who are returning to
work from their maternity break.
WoW Nxt Career Advancement Program launched to enable women in junior
management to take on middle management roles.
1,000+ women covered through focused women enablement programs including
mentoring at various levels.
Inclusion & Diversity Speaker Series: 40+ Speakers.
300+ employees sensitized on disability-related issues such, including the Rights
of Persons with Disabilities Act (RPWDA), and how to hire and include PWD at the
workplace. Sensitization sessions also included speaker sessions from disability
advocate organizations.
100+ online applications and modules have been made accessible to employees
with sensory disabilities.
60 engineers and training content developers coached on Web Content
Accessibility Guidelines (WCAG) standards.
*All numbers quoted are for the year ended March 31, 2018.
37
Annual Report 2017-18
Freedom of Association
We respect the right of employees to free association without
fear of reprisal, discrimination, intimidation or harassment.
Our employees are represented by formal employee
representative groups in certain geographies including
Australia, Austria, Brazil, Czech Republic, Finland, France,
Germany, Ireland, Italy, Netherlands, Poland, Romania and
Sweden which constitute about 2% of our workforce. The
HR function meets these groups periodically to inform and
consult on any change that can impact their terms and
conditions / work environment. In some of these countries,
Collective Bargaining agreements are required by law. We
pro-actively engage with Works Councils and Unions when
it comes to issues like client employee transfers, complying
to local regulations.
People Results
Leaders who significantly influence human capital strategies
of the organization are measured on the performance of
key indicators in this area. The indicators provide insights
into the effectiveness of human capital strategies and are
reviewed regularly both at organizational and individual
business unit levels. The key indicators are:
• Attrition- low to mid double digits with focus on
retention of Top Talent
• Employee Satisfaction
(ESAT) Score - Show
measurable progress on engagement levels (Top Box
scores) over 2 years
Productivity & Retention
Gross Utilization has gone up to 72.2%
Net Utilization has gone up to 82.5% (excluding Trainees)
Voluntary attrition - 16.6%*
*IT Services excluding BPS
Engagement
73.6% overall engagement score (up 12.5 percentage points
from EPS 2015 and at levels similar to Pulse 2016)
72.6% employee participation in EPS 2017 (3.5% percentage
points increase from EPS 2015 and 1.1% percentage points
from Pulse 2016)
Inclusion & Diversity and Health & Safety –highest rated
drivers of engagement in EPS 2017
Inclusion
35% Overall Gender Diversity (2% higher YoY)
16% women in management (in junior, middle and senior
management) positions
110+ nationalities
65% of the onsite personnel are locals
442 employees with disabilities, employed (with 8 different
types of disabilities) and ~70% are in business roles
Relationship to other Capitals
Intellectual
Capital
404 patents filled in year
No. of patents granted (till date)
380
No. of people trained in Digital
> 90,000
R&D workforce:
10,000
Financial Capital
Revenue share of IP/Digital
business reached 26.7%
Revenue Increase from
Last Year - 4.6%
Social Capital
Customer NPS Improvement
486 basis point increase
No. of Wipro Care Volunteers
12,000 and contributing
32,600 hours
No. of employee contributions
on social causes is
more than 28,000
Human
Capital
Natural Capital
42,000+ employees registered
for car pooling in India
Urban biodiversity projects in 2 key
campuses with 28,000 employees
participating
8 Environment Day programs
conducted in our
campuses
38
Wipro Limited 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 a host of advanced technology areas (e.g. ADAS
- Autonomous Driver Assistance Systems/ autonomous
vehicles, commercial wearables, machine vision, human
machine interfaces, smart assistants, natural language
processing and understanding, augmented & virtual reality,
blockchain tech, among others). We continue to invest
in working on new ways of software development and
deployment for edge-based IoT and always-on architectures.
We actively co-innovate with customers on emerging themes
like Digital and enabling new customer experiences. We are
also investing in building our patent portfolio. Our Open
Innovation programs leverage the innovation ecosystem by
working closely with partner/startups ecosystem, academia
and expert networks to jointly provide latest innovations to
our customers. We also work on our organization’s innovation
culture by running several initiatives to support and fund
great ideas.
TopGear is our social learning and crowdsourcing platform
(through TopCoder implementation at Wipro) powered by
global employee crowd. TopGear enables businesses to
start a project with virtually no lead time and be able to
deliver technology solutions at speed. This ensures ‘just
in time’ access to experts, optimize speed and reduce the
cost of delivery of projects. At TopGear, business teams can
crowdsource their projects in real-time to crowd at three
levels – Public, Organization wide and account specific
crowd.
We have invested in 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 multi-modal interactions thereby providing
personalized experiences accurately and efficiently across
different senses – voice, vision, haptics, smell and taste. It will
transform Customer Experience through upcoming channels
of interaction such as Augmented Reality, Virtual Reality
and Mixed Reality experiences provided on head mounted
devices. There have been successful implementations in use
cases such as customer service, field support, training &
certification, digital workspace and solutions for differently-
abled. These investments have resulted in many solution
enhancements and new capabilities, which are unique and
differentiated in the market.
For over a decade, Wipro has been investing in building IP
capabilities across the entire spectrum of AI and Automation
spanning, RPA (Robotic Process Automation) to Cognitive
and Deep Learning, leveraging our expertise in Data, Domain
and IP and outcome-based services. These investments in
the form of the Wipro HOLMES AI platform and ecosystem
have resulted in a wide portfolio of Automation use cases
across
industry verticals and technology processes.
Our offerings to clients are based on three pillars: AI &
Automation Consulting (business outcomes), Applied AI
(platform, use cases, data as IP) and Automation Ecosystem
(strategic partnerships with leading Foundational AI, RPA
players, Independent Software Vendors as well as startups).
Our vision is to become the trusted Intelligent Automation
partner for our clients in their digital transformation journey,
driving Efficiency, Economics and Experience. In FY 2018,
Wipro HOLMES has generated 8,000 people-equivalent
productivity for over 320 clients. Our strategy, solutions and
AI deployments across IT and business processes have also
been recognized by leading industry forums, technology
analysts and our strategic partners.
Our work on new technologies has led to a number of unique
and original inventions from our tech teams, which has led
to a number of new patents. We have filed 404 patents in
FY 2018, in various key new tech areas that we have been
working on, and our patent portfolio of filed and granted
patents now exceed 2,000. We have also adapted and
matured our IP protection and management processes to
reflect the new realities of the patent regimes at various
patent offices around the world. We have been reasonably
successful in driving proactive and higher quality inventions
from our
in these areas have
won substantial recognition from various national and
international government agencies.
inventors. Our efforts
Our Open
Innovation programs have seen significant
success this year. We have been successful in identifying
innovative startups that usefully differentiate our solutions
by integrating with them. This has helped Wipro go to
market with more innovative solutions to our customers’
requirements. We continue to be part of various industry and
startup forums including the NASSCOM Industry Partner
Program (NIPP) which connect promising startups with us.
We also have an active program to partner with accelerators
and other
in the startup
ecosystem. 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.
investors and
influencers
Our joint research collaboration with Tel Aviv University
(TAU) kicked off last year. This is a two-year program where
Wipro and TAU jointly work on core and applied research
in image and text analytics using deep learning & sparse
representation models and techniques. In addition, we
have also entered into research collaborations with IISc on
technologies for autonomous vehicles.
Technovation centre continues to drive Technology led
innovation to visualize the ‘art of the possible’ in emerging
39
Annual Report 2017-18 together an
for our Customers globally.
business environments
Innovation
Technovation Centre brings
ecosystem, a set of best practices, IP’s and R&D activities to
enable our Clients to strategize their Horizon 2 and Horizon
3 initiatives successfully. It is a centre where our Customers
engage with technical research teams and innovation
experts to work collaboratively and create their future. We
also launched the state of the art experience centre, the
Silicon Valley Innovation Centre in Mountain View, catering
to the requirements of the ecosystems in the Americas.
We are actively building solutions in collaborative robotics,
drones and autonomous vehicles. We have also developed
use cases in areas such as Retail Shopper Robot and
Autonomous Vehicle. Wipro’s Computer Vision Platform
provides actionable insights to improve compliance, quality
and productivity using image and video analytics. One of the
components have been employed by one of our customers to
monitor operator distraction. We are also leading a research
in collaboration with agricultural universities, startups and
research institutions for early detection of pest infestation in
crops. The platform has also been used & deployed in areas
such as hazardous material sorting, inventory & inspection
on shop floor and surround view for commercial & industrial
vehicles.
Highlights for the year
Research and development expenses for
the years ended March 31, 2016, 2017 and
2018 were `2,561, `3,338 and `3,041 million
respectively.
In the year ended March 31, 2018, Wipro filed
404 patents and currently has approximately
1,623 patent applications pending registration
in various jurisdictions across the world.
Wipro won the “Asia IP Elite” award from the
Intellectual Asset Management publication for
the fifth consecutive year for best IP Practices.
Social & Relationship Capital
Organizations earn and maintain their societal license
to operate by adopting a boundary-less perspective with
respect to their stakeholders. Social value and capital is
created when a business co-creates positive outcomes
with its customers, business partners, vendors, employees,
investors, communities and civil society. To this we also add
another key stakeholder into the frame – future generations,
a perspective that helps to also bring in voices from the
unrepresented, but are core to create a sustainable society.
Customers
Wipro believes in creating value for the customer over and
above the contracted terms. Our approach is based on
our vision of delivering 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.
is critical to meet and understand the
Engagement
expectations of customers. The key to customer retention
is building deep relationships. IT industry, a major driver
of efficiency and productivity improvements for most
businesses, is undergoing tremendous change in the face
of disruptive technologies. The Business Strategy section
outlines the drivers and how it informs our business model,
offerings and customer engagement approach.
From a sustainability perspective, the most material issues
for our customers include Data privacy, IT Security and
compliance on sustainability related aspects. The World
Economic Forum Global Risks Report 2018 lists large-scale
IT security issues and data fraud/thefts among the top 10
in terms of likelihood and impact. Sustainability Accounting
Standard Board (SASB) standard for software and IT services
also lists these as being material to the sector.
IT Security: Wipro’s IT infrastructure is certified under
the ISO 27001 standard which provides assurance in
the areas of information security, physical security and
business continuity. We benchmark our processes to meet
the EU’s General Data Protection Regulation (GDPR) and
SOX IT compliance requirements. We closely monitor IT
incidents based on severity,
infrastructure availability
outage duration and users impacted. Most of the incidents
are related to telecommunications and network links.
We have maintained SLA with vendors on IT and telecom
infrastructure availability close to 99.99% in the reporting
year.
Data Privacy: Being a B2B business, Wipro does not collect,
store or monetize information pertaining to our customers’
attributes or actions, including but not limited to, records of
communications, content of communications, demographic
data, behavioral data, location data, or any other personally
identifiable information. Therefore, our company does not
receive requests for customer information from government
or law enforcement agencies. Wipro does not store any
customer proprietary data in its systems and networks. In
rare circumstances where, as part of project requirement,
it is needed to view customer data, it is accessed remotely
- with the data being stored and hosted on the customer’s
systems. This helps in meeting data privacy compliance
requirements from a contractual & operational perspective
since it is Wipro’s customers that are in control of their own
data, even while outsourcing project work to Wipro. Wipro
40
Wipro Limited signs Master Services Agreements with its customers that
have clauses covering confidentiality of the customer’s
information. Wherever applicable, Wipro also executes
Business Associate Agreements with its customers who
are governed by sectoral privacy regulations such as
HIPAA (Health Insurance Portability and Accountability
Act) of 1996. As a matter of due process, a customer is
notified in the event of any breach of data privacy as per
notification procedure agreed in the contract. In Wipro’s BPS
(Business Process Services) business, technical help-desk
and process outsourcing in areas like human resources,
finance accounting, procurement and retail are provided.
Like in IT services, all customer data is stored in customer
systems and there are multiple process layers before
the data is presented to the customer support executive,
with appropriate controls and auditing mechanisms. In
the reporting year, there were no substantiated incidents
concerning breaches of customer privacy and / or loss of
customer data.
Sustainability: 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 – Human Rights,
Labour Practices and Diversity being key dimensions among
them. Many customers require acceptance and alignment
with their supplier code of conduct. We have close to 200
of our customers who are part of independent raters like
Ecovadis , Verego and industry led consortiums like the
JAC (Joint Audit Consortium), Pharmaceutical Supply Chain
Initiative (PSCI) and Quest Forum (Focusing on Quality
and Sustainability in ICT community). We also respond to
CDP supply chain with information on our GHG emissions
attributable to the work we do for specific customers and
as a corollary , on collaboration opportunities with those
customers on GHG mitigation.
Suppliers
Managing and mitigating the environmental and social
impacts of one’s supply chain are interlinked to effective
economic outcomes over the long term – they can help
businesses avoid disruptions, meet evolving customer
requirements, foster innovation and protect the company’s
reputation and brand value. It can also help further the
business imperatives of efficiency, cost effectiveness and
resilience in the supply chain. The supplier ecosystem of
Wipro can be broadly categorized into two heads - contract
employees involved in core delivery of IT Services and
Solutions (refer the Human Capital section); and ‘product
or services supply chain’ or ‘secondary supply chain’ which
comprises suppliers who provide products, business
support services and facility management services for our
operations.
Our Code of Business Conduct (COBC) and the Spirit of Wipro
values provide the ethical guidelines and expectations for
conducting business and for directing Wipro’s relationship
with its suppliers. The code is applicable to all suppliers,
agents, service providers, channel partners, dealers and
distributors. In addition to the COBC, the Supplier Code of
Conduct (SCOC) of Wipro further strengthens and augments
the COBC with respect to environmental and social aspects
(including key aspects of human rights) of business
practices and sets clear expectations from our supply
chain. All decisions related to procurement are governed
by our procurement policy which 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 has been a journey where
increasingly become central. Our
sustainability has
engagement approach is multi-pronged with the focus on
improving the capabilities of suppliers in managing their
sustainability performance. Manpower service providers
in civil, operations and support services is a category
identified as being significant in terms of social impacts.
Similarly, suppliers who provide utility products and services
(electricity, water, waste management) and ICT equipment
have large environmental footprints and are therefore
material to our strategy to reduce our environmental impact.
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, processes,
audits and assessment
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, urban water
programs in cities where we operate and access to social
benefits for city municipal solid waste workers are some
examples.
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Annual Report 2017-18
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 persons with disability, women or member of minority
communities are proactively identified and engaged with.
We are restructuring our vendor empanelment process to
help strengthen our supplier diversity process.
Summary of supplier sustainability engagements:
a. During the reporting year we have conducted social
audit of 128 manpower services providers spread
across 7 states and 1 union territory. Employee Benefits
provided and Women’s Safety at workplace were
identified as key issues for workers in supply chain. We
are actively engaging with our suppliers to ensure they
take corrective actions.
b. Supplier Diversity Program for facilities management
services at our campuses – A sensitization program
was conducted and expectations have been conveyed
formally through our contracting process. The gender
diversity ratio for supplier staff deployed at our facilities
is 25.6% .
c. Green initiatives in ICT Hardware
• Green Procurement – For desktops, laptops and
display equipment our guidelines are in accordance
with the EPEAT standard from Green Electronics
Council. In 2017-18, we purchased more than 44,000
EPEAT Gold and over 8,000 EPEAT Silver category
products across desktops,
laptops, displays,
imaging equipment and mobiles. Our purchase of
EPEAT registered IT products translates to savings
of approximately 15,655 MWH electricity and a
reduction of 2,560 metric tons of greenhouse gas
emissions in the upstream supply chain
• Asset re-utilization beyond end of life at around
15% - Achieved through proactive maintenance and
upgrades
• Managed Print Services (MPS): This outcome-based
model, where Wipro’s printing services are managed
through an independent third party helps generate
higher operational efficiency
through better
controls and analytics as well as reduced resource
consumption (paper, toner) and planned asset
refresh. Consumables and printer issues are tracked
remotely managed by MPS vendor. We have also
reduced unwanted printouts by a provision to scan
and send documents to respective user mailboxes.
• Awarded runner-up in the category “Excellence in
procurement - sustainability” at the CPO Forum
India 2017 awards.
Investors
Our endeavour 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. Increasingly, discerning investors
are interested in the longer term strategy of the organization
and issues which are material to the industry. We deploy
multiple channels of communications to keep 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, FTSE Russell ESG, MSCI
ESG and Carbon Disclosure Project. Wipro was selected as a
member of the global Dow Jones Sustainability Index (DJSI)
- 2017 for the eighth year in succession. Wipro is included
in both the DJSI World and Emerging Markets Indices. The
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 2017-18:
Particulars
Investors meetings & Calls
Conference
Road Show Conducted
Earning Conference calls
Q1
25
Q2
32
Q3
28
Q4
FY
37 122
2
2
1
4
2
1
5
2
1
2
1
1
13
7
4
Communities and Civil Society
At Wipro, we think 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. The programs on ecology are covered
in the ‘Natural Capital’ section.
42
Wipro Limited Education
Engaging in deep and meaningful systemic work in the
area of school and college education
• School Education in India - WAITS
• School Education outside India - USSEF
• Sustainability Education - Wipro earthian
• Engineering Education - WASE, WiSTA
Community Care
Engaging with the proximate communities in areas of
primary health-care, education, ecology and disaster
rehabilitation
• Primary Health care
• Education for underprivileged
• Children with disability
• Environment
• Disaster Rehabilitation
Ecology
Addressing environmental issues like energy, water, solid,
waste and biodiversity
• Energy & Carbon
• Water
• Waste
• Biodiversity
identified for partnering during the year. In addition, we
continue to identify and partner with good early to mid-stage
organizations who are already working in education. Our
hope is that this three-pronged strategy will eventually help
build a bulwark of strong organizations across the country
which are deeply committed to change in school education.
As part of network building and advocacy of such issues, our
17th 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.
Our target, set in 2015 is to support 100 new organizations by FY
2020. As of March 2018, we are supporting 56 new organizations.
Number of organizations with respect to thematic area
Social
Science
Science
and Maths
Co-
curricular
6
7
8
School
Transformation
4
Primary
Education
31
Key programs in Education
Key Highlights of the Year
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
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.
Systemic reforms in School Education:
Over the past 17 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 partnered with
over 101 organizations in different areas of systemic reform.
The impact of this wide network of education organizations
has been in the areas of curriculum, text books, teacher
capacity, and school leadership. Over the last 17 years, our
work has spanned 163 projects with a collective reach of
close to 20,000 schools across 29 states. During 2017-18, we
continued to build momentum of identifying and supporting
new and young start-ups in school education through a
structured program of seeding fellowships. 29 Fellows from
17 organizations were added during the year taking the total
number of ‘Fellows’ to 60. The second element of our strategy
is to support organizations working in other developmental
areas like livelihoods or healthcare to expand their locus
of work to school education. 15 such organizations were
Thirty-two new organizations have been supported this
year; of these, 17 organizations (31 fellows) were supported
through seeding fellowships and 15 through organization
grants. Continued support to 7 older partnerships, 4 of
which concluded this year.
17th Partner’s Forum on organizational sharing was held
in May 2017. The 3-day forum was a well-attended affair
with over 100 participants from various organizations.
Wipro Science Education Fellowship Program in U.S.A
The Wipro Science Education Fellowship (SEF) is a significant
initiative we started in U.S.A in 2013 with a focus on
improving STEM (Science, Technology, Engineering and Math)
learning in schools serving disadvantaged communities. Our
43
Annual Report 2017-18 work centers around helping teachers become better STEM
educators and change leaders for STEM in their school
districts. Anchored by the COSMIC center in the University
of Massachusetts, the program has been widely accepted in
U.S.A as an important initiative in this space. In 2017-18, we
expanded our presence significantly, adding three new sites
at Tampa, Florida, Jefferson City, Missouri and Mountain
View, Santa Clara. We established three new partnerships
for these sites with the University of Southern California,
University of Missouri and Stanford University respectively.
With this, the Wipro-SEF program is active in seven locations
in the U.S, including the existing sites at Boston, New York,
New Jersey and Dallas.
This initiative is aligned with the US federal government’s
priority on improving science and math education in their
school system. We are satisfied with the outcomes of this
program till now ; Going forward, we will start implementing
our modified strategy in line with the roadmap we have laid
out till 2022.
Wipro’s commitment of about USD 9 million since 2013 is
one of the largest such commitments made by a company
outside U.S.A to the cause of improving science and math
education out there.
Sustainability Education
Wipro earthian, our flagship program that brings together
two of our key concerns, Education and Sustainability, into
a nation-wide initiative for schools and colleges continued
to expand and progress on multiple fronts in its eighth year.
In the schools segment, Wipro earthian is now present in
more than 30 states and union territories across India.In
the past couple years, we have consciously established and
expanded our outreach to the North-East in India, which is
normally underserved on many counts. While our strategy
for schools is centered on broad awareness building through
large scale outreach, our engagement with colleges is more
selective and aligned with the particular characteristics of
different disciplines and institutes.
Wipro earthian covers two phases – the Wipro earthian
awards program and the Continuous Engagement Program
(CEP). The award program for schools engage students under
two thematic areas - Water and Biodiversity. Participating
schools form teams and engage in an 3 to 4 month activity
in their school and communities. The CEP provides unique
learning experiences for schools and colleges – through
in-school learning
experiential workshops,
material and co-creation of faculty led pedagogy material,
which further accelerates sustainability learning at an
institutional level.
internships,
44
Key Highlights of the Year
School submission from across the country reached a new
high of 1,254, primarily driven by extensive outreach and
participation from North East states. Overall submissions
came in from 29 states and 43 districts covered by the program.
Continued partnership with School of Sustainability, Xavier
University, Bhubaneswar and MOU’s with leading institutes
to develop sustainability pedagogy tools for faculty across
various disciplines/subjects
- CEPT, Ahmedabad(Urban
Planning), IIM Ahmedabad (Sustainability Business Case
study development) and ICT, Mumbai (Chemical Engineering).
2 doctoral fellowships on sustainability and faculty-led
research program on the theme of ‘Business and Human Rights’
and ‘Sustainability Risk Assessment’ with IIM-Bengaluru.
13 students from 4 colleges completed their internships with
diverse sustainability non-profit and consultancy organizations
- TRUCOST, BIOME, CSTEP, ATREE, WRI, CDP, Hasiru Dala.
6 sustainability quizzes at BITS Goa, IIM-B, IIM Kozhikode, NIT
Trichy, GIM Goa and IIT Kharagpur with participation from 470
teams and 940 participants.
Technology Education
People with the right skills and competencies form the bedrock
of IT services organizations. The challenge for the Indian IT
industry has always been to respond fast enough to the ever
rapidly changing dynamics of the industry. The present times
are no different, in fact even more so with the challenge of a
bewilderingly fast changing landscape of technology which is
often summarized as Industry 4.0. 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
Wipro Limited 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 2017-18, the total
number of new entrants into the two programs was 3,274
while the aggregate strength across four years was 13,636.
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 Ltd. 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 articulate our progress on the
other dimensions
Our work is channeled through Wipro Cares, a unique trust
that is based on operating model of employee contribution
matched by Wipro Ltd. The work spans following areas:
a. Education: 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 70000 children across
eight states . 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, HIV-affected families,
migrant labor families, street children.
b. Education for Children with Disability: We continue to
strengthen our program which supports the educational
and rehabilitative needs of children with disabilities
from underprivileged backgrounds through 14 projects
across six states that works with around 2,600 children.
Going beyond just schooling, our approach tries to
integrate enabling factors like availability of nutrition,
community support, specially
teachers,
assistive technology, access to healthcare etc. Our work
in this space covers multiple categories of disability and
focuses on early intervention and inclusive education.
trained
c.
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, Wipro Cares works with
partners who provide good quality primary health
care services to underserved communities covering
more than 40,000 people belonging to extremely
disadvantaged communities in Nagaland, Karnataka
and Maharashtra. Our work in these states is in remote,
inaccessible villages where health care access has been
weak or non-existent till now. Our operating approach is
driven by the primary goals of building the capacity of
the local community in managing their health needs, of
augmenting government infrastructure and in training
health workers to address the unique needs of the
communities
d. 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 2017-18, ‘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 with the farmers’ cooperative obtaining
all the regulatory and compliance requirements to
manufacture and sell value added products from farm
produces. Back in 2013 when we started, our broad
goal was to strengthen local livelihoods of communities
in 22 villages in the Uttarkashi district. While we think
there is a long way to go in this regard, our assessment
is that the program is at a stage now where the basic
institutional scaffolding is in place and it can be built up
effectively, going forward.
In 2016-17, we started a rehabilitation project in
Cuddalore district for those affected by the Tamil Nadu
floods of 2015. This project is focused on promoting
sustainable livelihoods among the most vulnerable
women from the fishing community and providing
them with capital support, skill training in value added
products, marketing skills and linkage to markets. Last
year, it enabled the women to set up 12 Micro-Enterprise
groups, and facilitated their participation in the formal
markets. Women are the bulwark of any community and
such efforts will enable the fisher community to respond
to any future disaster in more effective ways
e. Community Ecology: Support environmental projects
that have direct benefit for underprivileged communities
including but not limited to agroforestry, groundwater
rejuvenation, waste management, lake restoration and
so on.
45
Annual Report 2017-18
Highlights of the year
Nearly 68,000 children from underprivileged
communities benefit from our 22 education
projects in eight states
Through 4 projects, an aggregate of over 40,000
people are getting access to primary health care
Education for Children with Disability program
now supports the educational and rehabilitative
needs of 2,200 underprivileged children with
disabilities through 14 projects in six states
Project in urban solid waste management in
Bengaluru provides social, nutritional and health
security to nearly 8,000 workers in the informal
sector of waste and provides a comprehensive
skills upgradation program for about 100 such
workers
Promoting sustainable livelihood among the most
vulnerable women from the fishing community in
Cuddalore, Tamil Nadu by providing skill training
in value added products, marketing skills and
linkage to markets
The livelihoods project in Uttarkashi post the
Uttarakhand floods of 2013 has helped around
1,000 families to stay back in their villages and
continue farming. A farmer’s co-operative called
Unnati is setup to guide farmers on farming
inputs and in selling their farm products.
The power of engaged employees
Employees are integral to many of our social programs in
many ways. Providing them a platform to engage develops
a sense of citizenship and larger responsibility towards
society. From our experience, employees also see this as a
workplace differentiator, The Wipro Cares trust is built on a
model of employee contribution that is matched by Wipro.
More than 25,000 Wipro employees are currently engaged
with Wipro Cares either through volunteering or by way
of monetary contributions or both. During 2017-18, more
than 11500 employees from nearly 40 chapters in India
and overseas collectively spent around 32500 hours in
voluntary engagement on a wide range of community and
environmental initiatives Involved and engaged employees
add great value to our programs. One of our prime goals for
the next two years is going to be to further increase the scale
and scope of employee engagement.
donate to First Book, with a 1:1 matching by Wipro. More
than 100 Wipro employees have also committed their time to
the Million Women Mentors program, an initiative designed
to engage more women in STEM careers in U.S.A.
In the year, U.S.A was hit by two devastating hurricanes –
Hurricane Harvey and Hurricane Irma. Wipro employees
rallied around to volunteer and contribute money towards
the relief initiatives. Wipro matched the contributions and
further donated $250,000 to the Rebuild Texas Fund.
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.
International Chapters
The first major partnership for Wipro Cares North America
began in 2015 with First Book, a 501(c)(3) non-profit
organization based in Washington, DC that provides free
books to children in need. Since then, Wipro Cares chapters
in North America and First Book have been working together
to donate more than 234,000 books
in communities
throughout the U.S.A and Canada. Employees also regularly
46
Wipro Limited Natural Capital
Managing economic development in a manner that does not
compromise ecological integrity of our planet 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. While the climate change challenge is most
talked about and debated, the problems of water scarcity,
biodiversity loss and the pollution and depletion of our
natural commons are equally critical.
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. Natural capital thus refers broadly to the notion
that nature provides immense value that is critical to human
existence and therefore, any action that depletes natural
capital is self-defeating for our society.
Our approach embraces the continuum of
a.
initiatives ‘within the organization’ that focus on
reducing the energy, water, waste and biodiversity
footprint of our business operations; and
b. engaging through partners on key external programs in
community ecology.
Ecological Sustainability Governance
is about the organization fulfilling
Sustainability governance at Wipro is informed by our
strategic choice to work across both dimensions –
business responsibility and social responsibility. Business
its
responsibility
essential duties and obligations, and running its business
with integrity and ensuring that the ecological footprint of
its operations is minimized. The second dimension of social
responsibility is about looking beyond the boundaries of
organization and contributing towards development of
the larger community. The responsibility is spread across
hierarchies and functions seeing themselves as key
stakeholders in its success; for ecological issues the Global
Operations team, the People Function, Community programs
team, the Risk office and employee chapters play a major
role in several of the programs. However, the oversight of
sustainability programs rest at the corporate level with our
Chairman, Board of Directors and Group Executive Council.
The goals and objectives are jointly set with inputs from
across functions. The quarterly reviews are attended by the
Chairman, Chief Strategy officer, CFO and Chief HR officer. We
benchmark our performance with our global peers through
extensive disclosures as well as a system of rigorous audits
- both internal and external. We have started the process of
incorporating key sustainability risks like climate change
into our ERM framework.
to
stakeholders have
organizational
related
vested
All
key
responsibilities
execution,
evangelization, review, as well as advocacy of the
sustainability agenda of the company. Given below is the
responsibility matrix for our environment programs (energy,
water, waste and biodiversity). Other sustainability programs
have similar matrix pertinent to their operations.
planning,
Management Approach
The implications of environmental and climate change
risks to the business as well planet necessitates the
identification and prioritization of material issues . At Wipro,
we have identified Energy efficiency and Green House
Gases (GHG) mitigation, Water efficiency and Responsible
Water management, Pollution and Waste management, and
Campus Biodiversity as material issues and have developed
programs around them.
available
The Ecological Sustainability Policy,
at
wipro.com/documents/Ecological_Sustainability_Policy.
pdf form the structural framework for our programs
and management systems. 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.
We have been responding to CDP Climate Change Investor
and Supply Chain for the last 10 years. In addition we have
applied the Natural Capital Protocol guidelines to publish
our annual Environmental Profit and Loss account. We
are also members of LfN (Leaders for Nature) consortium
anchored by IUCN in India and CII’s India Business and
Biodiversity initiative (IBBI). Partnership is key to achieve
our goals across the value chain. We work with Renewable
energy suppliers, energy efficient hardware manufacturers
and service providers and other partners to reduce our
employee commute and business travel footprint. 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)
As part of the program, a well-defined strategy with metrics
and targets are in place and regular monitoring and feedback
adds to the rigor.
47
Annual Report 2017-18 Planning & Review
Execution
Internal Evangelizing
External Advocacy
Board of Directors
Group Executive Council
Business Leadership
Facilities Management Group
Infrastructure Creation Group
Sustainability Office
Employee Chapters
Human Resources
Finance
Corporate affairs, Brand &
Communication
Risk Office
Scope of Reporting
India: 62 locations (includes 3 data centres) representing
78% of our workforce. 34 of these locations are owned
(includes 3 data centres) and the balance 28 are leased.
Overseas: 191 office locations; 7 client data centers. Most
locations are leased; and used as marketing/liaison offices.
Primary data of resources and environmental impacts from
new infrastructure being built by our civil and construction
partners is presently not included in our reporting as
systems are being developed. However this is covered in our
natural capital valuation.
Aspect
Aspect Boundary
Energy
Water
India (offices and DC’s) –100% coverage - Actuals
Overseas offices – 100% coverage - Estimated
Overseas DC’s – 100% coverage - Actuals
India - 98% coverage - Actuals (Estimated for
the balance leased spaces)
Overseas - Not reported
Environmental Risks
The Enterprise Risk Management and Sustainability
functions at Wipro oversee environmental and climate
change related risk identification and mitigation. Impacts of
48
extreme weather events, Urban water stress, air pollution,
waste management and impacts on employee health and
well being are material issues that we are engaged with. The
risk assessment is conducted as part of the annual strategic
planning exercise, - in which all senior leaders participate -
a multi-year (3 to 5 year) planning view is incorporated and
priorities are categorized as short, medium and long term.
Climate change related impacts: Risk assessment and
prioritization is undertaken at both company level and
asset level. A well-defined Business Continuity Policy
prescribes principles to plan for Climatic disruptions
which could disrupt business objectives. The Corporate
Business Continuity Team (CBCMT) governs and guides the
standard risk assessment methodology at every location to
identify risks which could potentially impact continuity of
business, financial parameters like revenue & profitability,
reputational and legal parameters. This group collaborates
with various support groups in the organization to assess
risks for human resources, facilities & IT infrastructure
with identified impacts, probability/likelihood & controls in
place. A severity matrix of Low, Medium & High impacts are
defined where the controls are implemented and a defined
crisis management group is responsible to respond, recover,
resume, return & restore from these situations.
Risk assessment also includes how climate change poses
risk to human health and thereby impacts the business.
The human health aspect of climate risks is material to the
company given the fact that employees are at the core of a
knowledge-based organization like Wipro.
Wipro Limited A list of climate change risks material to Wipro is detailed
below.
Energy efficiency & GHG mitigation
Risks
Financial Impact
Fuel/energy
taxes and
regulations.
Renewable
energy
regulations
Due to changes
in precipitation
extremes and
droughts.
Due to changes
in temperature
extremes
Increase
in operational
costs on account of
increase in electricity and
diesel costs.
For obligated business
purchase
for
entities
of non-solar or solar
Renewable
Energy
Certificates by regulatory
authorities.
impact
employee
due
Revenue
to
absence
caused by disruption in
city
infrastructure and
tropical diseases.
to
due
(a)
Impact
increased
employee
absence from work and
increased electricity
(b)
from
costs
higher cooling demand.
resulting
Time
Horizon
Medium
Medium
Short
Medium
Tropical cyclones
(hurricanes and
typhoons)
This could be due to cost
of repair of damages to
buildings and equipment
Long
(World Resource
Science based target setting – Recalibration of climate
goals: We have used the science based target setting
framework from WRI
Institute) that
tries to align with the 2015 Paris agreement which aims
to limit global warming to below 2 degrees celsius from
pre-industrial levels. We have undertaken a recalibration
of our greenhouse gas emission targets to account for
two organizational accounting changes – the first due to
divestment of our overseas customer data center business
to Ensono and the second based on requirements of GHG
protocol standard of accounting all leased/rented office
spaces emissions under Scope 3. Considering 2017 as the
base year, we have set medium term targets till 2022 and
2030 and longer term targets till 2040 and 2050.
The following goals have been set for the period 2017-18 to
2021-22:
a. Absolute Scope 1 and 2 GHG emissions – Absolute
emissions reduction of 23,700 tonnes.
b. Energy Intensity in terms of EPI (Energy Performance
Index) - Cumulative reduction of 7.8% in EPI over 5 years
c. GHG Emission Intensity (Scope 1 and Scope 2) on Floor
Area (FAR) basis - Cumulative reduction of 16 % in GHG
intensity from 117 Kg CO2 eq./ Sq. Mt. (kgpsm) to 98
kgpsm of CO2 –eq
d. Renewable Energy (RE)- Increase renewable energy
procurement by 55% to a target of 120 million units in
2021-22
Energy and Emissions targets
280,000
275,000
265,000
260,000
255,000
250,000
245,000
In addition to the above mentioned risks with direct impacts,
there are certain other material risks like changes to resource
quality or availability particularly in the organization’s
natural capital dependencies and variation in agricultural
yield and growing seasons. These risks will impact the
economy at large or specifically the supply chain of Wipro
and can have an effect on the organization indirectly.
Reputation risk and the risks driven by changes in regulation
are applicable organization-wide whereas risks driven by
changes in physical climate parameters are specific to
certain geographies where the company has operations.
While all these risks have a direct impact on the organization,
magnitude of impact (how serious will it be, if it does
happen), urgency (how soon it will happen) and probability of
occurrence (how likely is it that the risk will happen) varies
from one risk to another. The impacts of these risks may
range from increased operational or capital cost, reduction
or disruption of service delivery, reduced stock prices to
inability to do business.
181
177
174
170
169
167
80
85
95
115
120
110
200
150
100
50
0%
2017
2019
2020
2021
2022
Energy
Equivalent
- India (MwH)
EPI India (KwH
per sq. meter PA)
RE (million units)
- For adoption
& Communication
49
Annual Report 2017-18 Performance against goals
Absolute Emissions: The absolute Scope 1 and 2 emissions
(India) for 2017-18 have decreased by 13.3% from 1,86,669
to 1,61,858 tonnes - a reduction of over 24,000 tonnes. This
is primarily due to significant drop in Scope 1 emissions by
37% due to shift from diesel generated power at one of our
large locations (Chennai), energy efficiency improvement of
nearly 3.7% as well as improvement in renewable energy
procurement by nearly 20% .
The dashboard below provides a summary of our Global and
India GHG emissions, including data centres. In accordance
with the GHG protocol, from 2016-17, we have reclassified
leased offices as part of Scope-3. The figures are net
emissions for all years, after considering zero emissions for
renewable energy procured.
GHG Scope 1 and 2
(Tons of CO2 Equiv.)
Global
India
0
0
0
0
0
0
0
0
0
0
0 , 0
0 , 0
0 , 0
0 , 0
0 , 0
0
5
0
5
0
3
2
2
1
1
263,733
227,146
213,752
205,831
186,669
161,858
2015-16
2016-17
2017-18
Emissions Intensity: Our India office space emissions
intensity (Scope 1 and Scope 2) is at 101 Kg CO2 eq. per Sq.
Mt. per annum, a decrease of nearly 13.5 % from last year.
Concomitantly the global people based emissions intensity
is down by more than 14% to 1.2 tons per person per annum.
Energy Consumption: The overall energy consumption
from Scope 1 and 2 boundaries (operational and financial
control) is 1344.3 million Mjoules, compared to 1440.4
million Mjoules in the previous year, a reduction of 6.7%. The
total energy consumption, electricity and back-up diesel
generated, for office spaces in India is 262 million units
(including leased spaces globally this is 307 million units).
Data centers in India and overseas (U.S.A and Germany)
contribute to another 87 million units. For India operations,
about 99 million units constituted renewable energy
procured through PPAs (Power Purchase agreements) with
private producers. Of this 92 million units is with green
attributes (zero emissions).
Energy Intensity: EPI for office spaces, measured in terms of
energy per unit area has decreased by around 3.75% to 174
KwH units per sq. meter per annum. The absolute energy has
reduced to the same degree as we have not seen any change
in area for the reporting year.
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 currently reporting
on all of the 8 categories applicable to us Downstream Scope
3 emissions: We have moved some facilities to a sub-leased
model towards the end of the reporting year. This will be
applicable from the next year.
Scope 3 summary:
Scope 3 Emissions Category
Current Reporting, Coverage within IT business
Tons of CO2 eq.
Purchased goods and services
Fuel- and energy-related
activities (not included in scope
1 or scope 2)
Upstream transportation and
distribution
Based on purchase ledger for 2016-17 and application of
econometric input-output model for different categories and
business activities:
Well To Tank (WTT) and Transmission and Distribution (T&D) losses
globally
Not Reported, as not material
Waste generated in operations
For India operations (85% coverage
Employee commuting
For India operations, which represents nearly 85% of footprint
Business travel
Global. Includes air, bus, train, local conveyance and hotel stays
Upstream leased assets (Leased
office space)
Leased offices spaces in India (14708 tons) and overseas (12624
tons CO2 eq)
Total
62,952
101,886
746
78,429
134,939
27, 332
406,284
50
Wipro Limited The graph below shows the comparison for Business Travel,
employee commute and Waste for last three years.
GHG Scope 3
(Tons of CO2 Equiv.)
Global
RE procurement: For the reporting period of 2017- 18, RE
purchase contributed to approximately 92 million units or
33% of our total India energy consumption. Our target for
next year is 95 million units.
0
0
0
0
0
0
0
0 , 0
5 , 0
0 , 0
5
0
0
5 , 0
0 , 0
0
0
7
2
2
0
3
2
2
2
279,701
245,975
214,114
2015-16
2016-17
2017-18
Total Emissions: The overall emissions across all scopes is
6,12,115 tonnes. Within this, the main contributors to our
GHG emissions are: Electricity – Purchased and Generated
(33.5%), upstream fuel and energy emissions (16.5%),
Business Travel (22%) and Employee Commute (12.8%).
Leased office spaces contribute to 4.45% of emissions.
GHG Mitigation Measures
Our five year GHG mitigation plan consists of three key
elements – Energy Efficiency (Reduce), Renewable Energy
(RE) Purchase (Replace) and Travel Substitution (Reduce
and Replace); of this, RE procurement will contribute the
maximum, 80% share to GHG emission mitigation strategy
for Scope 1 and 2.
Energy Efficiency: These measures include new retrofit
technologies to improve Chiller and Air Handling Units
(AHUs), integrated design and monitoring platforms. The
in early
Global Energy command centre,
2008, applies Internet-of-things technology to monitor
efficiencies of subsystems and devices at real time.
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.
inaugurated
As of March 2018, we have 4,780 virtual servers (2,920
in March 2017) running on 353 physical servers which
contributes to an energy savings of approximately 20 million
units in the reporting year. The savings showed an increase of
70% over the previous year. Addition of 3000 Virtual Desktop
Infrastructure (VDI) thin clients in the reporting year has
helped in energy savings of around 0.36 million units.
Rooftop Solar and Captive RE: The pilot rooftop Solar PV
installations at 5 of our campuses followed by extensive use
of solar water heaters in our guest blocks and cafeterias
have resulted in equivalent savings of 1.52 million units of
grid electricity in the reporting year.
Business Travel: The IT services outsourcing model requires
frequent travel across the delivery life cycle to customer
locations, mainly overseas, and contributes to around 1/5th
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 and increasing
focus on processes which enable remote working and
collaboration are some of the cost and process optimization
measures implemented over past few years. We have seen
an air travel footprint reduction of around 5.5% compared to
2016-17 and nearly 24% since 2015-16.
Employee Commute: Employees have various choices for
intra-city commuting. In addition to company arranged
transport (36%), employees utilize public transport (~51%),
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) and carpooling. Our
car pooling initiative launched through a third-party mobile
app based partners in July’16 in Bengaluru has now scaled
and expanded to other locations in India - Hyderabad, Pune,
NCR, Chennai and Kolkata. With this, we now have 42,700
registered users across locations, cumulatively saving 916
tons of CO2 since inception.
IT infrastructure enablers like anytime direct connectivity
access to office intranet applications, secure personal
device connectivity through the BYOD initiative (Bring Your
Own Devices) are other key steps in enabling more flexible
work place options.
Collaborative advocacy on energy and climate change: 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 that does
a comparative analysis of decentralized micro-grids in rural
Karnataka in India vis-à-vis the regular, mainstream option
of bringing grid power to remote villages. The first phase of
this study has been successfully completed with the draft
report being launched in late 2017.
51
Annual Report 2017-18 Water efficiency and responsible use
Urban water in India is a story of paradoxes and extremities.
Water related risks in cities range from supply shortages,
equitable availability to all sections of the population to
urban flooding driven by extreme weather events. This is
symptomatic of a failure in urban planning and governance
of a critical resource as water. At Wipro, we view water from
the inter-related lens of efficiency, conservation, coupled
with our role as a responsible citizen in engaging outside our
operational boundaries; our articulated goals are therefore
predicated on these three dimensions.
Water Efficiency
a.
Improve water efficiency (fresh water use per employee)
by 5% year on year
b. Reduce absolute water consumption
in existing
campuses by 20% between FY 2016 and FY 2021
Ultra filtration unit at one of our locations
Fresh water use - India Offices
1.3
1.1
1.0
1.4
1.2
1.0
0.8
0.6
0.4
0.2
2015-16
2016-17
2017-18
Fresh Water (KL)
People Intensity (KL per month)
Sourcing of Water: Water input is from four sources –
private water (mainly ground water sourced from tanker
water suppliers), municipal water supply, in-situ ground
water and harvested rain water – with the first two
sources accounting for nearly 85% of the sourced water.
Water purchased from private sources can be traced to
have been primarily extracted from ground water. Not
surprisingly, ground water contributes to nearly 58% of our
total freshwater consumption across cities in India – an
overexploited resource which has also been largely left out
of effective governance mechanisms. The water supplied by
the municipal bodies is sourced primarily from river or lake
systems.
1,500,000
1,250,000
1,000,000
750,000
500,000
Water Responsibility
To ensure responsible water management in proximate
communities, especially in locations that are prone to water
scarcity. We are also collaborating on building capacity and
advocacy platforms at the city level for integrated urban
water management.
Freshwater recycling and efficiency
The per employee water consumption for the reporting
year is 991 litres per month as compared to 1,119 litres in
2016-17, an improvement of around 11.5% with an absolute
reduction of around 187 million litres of freshwater. Our
total freshwater consumption is 1,514 million litres and
we recycle 1,045 million litres of water in 27 of our major
locations (1,050 million litres in 2016-17) using Sewage
Treatment Plants (STPs) and ultra filtration units.
Recycled water represents 41% of the total water (previous
year at 38%). The amount of recycled water as a percentage
of freshwater extracted is around 69%, up from 61.7% in
2016-1. This improvement in efficiency is due to the adoption
of ultra-filtration and RO projects for STP treated water at
three our large locations. In the next year (2018-19) we will
be commissioning three more locations.
52
Wipro Limited
of water in consonance with a planned recharge cycle and
its linkages with how we treat surface water systems like
rivers, lakes, wetlands and wells as part of a connected
hydrogeological system.
Freshwater sources
45%
Private Water
Rain Water
Harvested
2%
Ground
Water
13%
Municipal
Water
40%
Community Water Programs
A new open well in the community
Recognizing that water is a common resource and that
internal operational efficiency is inadequate when it comes
to water risks, Wipro has been partnering with experts
organizations, citizen groups and government bodies to
address issues affecting the communities in the proximity
of our locations.
Participatory Ground Water Management Program
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, and detailed studies
in selected clusters. The idea was to evolve a decentralized
model of ground water management. Phase 1 of the three
year participative ground water management program in
the Sarjapur-Bellandur area has been completed. Acting
on insights from the detailed aquifer map of the area, we
have facilitated pilots in selected residential layouts that
focus on a strategic shift from deep aquifer extraction to
tapping shallow aquifers in combination with a sustainable
cycle of rainwater harvesting. As part of citizen advocacy,
we have developed a set of around 20+ guides, case studies
and primers related to urban water management. A web
portal http://bengaluru.urbanwaters.in/ has evolved into a
comprehensive repository and ready reference for matters
related to urban water in Bengaluru. The program has
established the feasibility of shallow aquifer as a source
For the next phases of the program we are looking at two
distinct tracks – (i) Replicating this program in another
part of Bengaluru – around Devanahalli and Bengaluru
Airport - an area in rapid transition and different land uses
– agriculture, industrial, residential and commercial. (ii)
Creating institutional capacity at the city – through advocacy,
education and service provisioning. We are also considering
creating an urban water network and a fellowship program
centered around urban water. We also have started a similar
program in the western part of the city of Pune.
Karnataka State Water Network (KSWN)
Launched in 2014, the Karnataka State Water Network
(KSWN) convened by Wipro in partnership with the CII-
Karnataka, serves as a multi-stakeholder platform to
address water challenges in identified geographical clusters
of Bengaluru. The network has conducted 10 curated
programs and four annual conferences till date. This forum
has served a useful space in getting industry, government
and citizens together to effect some key interventions –
rejuvenation of lakes in industrial areas and initial work
on setting up a common industry effluent treatment plant
among others.
Bengaluru Sustainability Forum
This forum set up in early 2018 and supported by Wipro,
brings together civil society, academia, research institutions
and government with the broad goals of fostering curated
interactions between different stakeholders on issues of
urban sustainability. This will be complemented by broad
public outreach and specific research-based analysis and
dissemination of Bengaluru’s sustainability issues. During
the first year, the forum will focus on the three themes of
urban water, biodiversity and air pollution.
53
Annual Report 2017-18
Pollution and waste management
Urban Biodiversity
Pollution of air and water poses one of the most serious
threats to community health and welfare. Managing these
‘commons’ in an urban context again requires business
organizations to look beyond its own boundaries and to
adopt an integrated approach.
Our waste management strategy
includes (i) Regular
monitoring of air, water and noise levels to operate well
within regulatory norms. (ii) Reducing materials impact and
recycling (iii) arranging for safe disposal or treatment. To
operationalize our strategy, we segregate and monitor waste
processing across 15 broad categories and more than 35 sub
categories.
Total waste generated was 6,652 tons. Summary of our
performance on solid waste management (SWM)
Organic Waste: Our goal is to maintain or better our current in-
house recycling rate of 80%. Inorganic Waste: Close to 100%
of the waste is recycled through approved partners. 65%
of the total mixed solid waste and scrap (7% of total waste
generated) is currently recycled and the rest sent to landfills.
Our target is to improve this to 80% by 2021. Biomedical and
hazardous waste is incinerated as per approved methods.
All our E-waste is currently recycled by approved vendors.
Construction and Demolition (C&D) debris, which amounts
to 24% of total waste is currently sent to approved landfills.
C&D debris has shown an increase over the last 2 reporting
years due to higher number of renovations in older campuses.
Others: We monitor diesel generator stack emissions (NOX,
SOX and SPM), indoor air quality (CO, CO2, VOC’s, RSPM),
treated water quality and ambient noise levels across 25 key
locations every month. These meet the specified regulatory
norms.
Collaborative Engagements
We started working with partners for certain categories
of waste where the recycler ecosystem has not matured
– thermocol, styrofoam, used oil. The revised operating
procedures and recycler requirements for electronic end-of-
life products enable better materials recovery, traceability
and disclosure of downstream recycler practices. We will
continue to 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 Township
Authority (ELCITA) in Bengaluru on SWM issues. We continue
to be part of the sub-committee on ‘Waste’ in the CII National
Environment Committee. We are associated with “Reimagine
Waste” hackathon for the past two years, being conducted
in association with Indian Institute of Science, Bengaluru,
Waste Ventures and other partners.
54
Our urban biodiversity program addresses the twin aims of
creating biodiversity in our urban campuses while also using
it as a platform for wider education and advocacy. We have
set the following goals:
• To convert five of our existing campuses to
biodiversity zones
• All new campuses to
incorporate biodiversity
principles into their design
Our first flagship project in biodiversity was the unique
Butterfly Park and wetland biodiversity zone that uses
recycled water at the Electronic City campus in Bengaluru.
Our second project in Pune focused on trebling the number of
native species and includes five thematic gardens – aesthetic
and palm garden, spring garden, Ficus garden, spice and
fruit garden. This is a unique project in a corporate campus
setting 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 – it builds a larger sense of connectedness
and emphasizes values of sensitivity and our place in the
world around us. To strengthen these connects, 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
few of our campuses. Selected employee teams underwent
a training 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. In addition, our operations team in two locations
harvests produce regularly and donate to orphanages and
special schools in proximate areas.
Collaborative advocacy on biodiversity: Our participation
in advocacy on biodiversity issues is through two national
levels forums – the CII-India Business for Biodiversity
Wipro Limited 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 have been supporting the
“World Sparrow Day” and the “Wipro-Nature Forever Society
Sparrow Awards” for the past five years.
Wipro’s Natural Capital Valuation
Program
Valuation of natural capital externalities of a company serves
multiple objectives : (i) For the company, it provides a useful
anchoring reference of how large its externalities are when
compared to the financial capital and value it has created
for its shareholders. It also serves as a common lexicon
for strategic conversations on natural capital within and
outside the company (ii) For investors, it is an indicator of
the company’s risk profile when weighed against current and
future environmental regulations (iii) For interested citizen
groups, it helps provide a more nuanced understanding of the
company’s profile. We have been active and enthusiastic early
adopters of natural capital valuation and it aligns very well
with our larger emphasis on Integrated Reporting, This is the
third year of the valuation exercise for us.
Total environmental cost relating to Wipro’s operations and
supply chain was equal to `11,476 million for 2016-17. GHG
emissions (46%), water consumption (25%) and air pollution
(19%) contributed the most. The operational footprint
(including business travel and employee commute) accounted
for 51% of Wipro’s total environmental cost, a 13% decrease
from previous year.
The above figures are net of our positive valuation, attributable
to our environmental initiatives. Between 2015-16 and 2016-
17, our environmental initiatives like emissions reduction
activities, renewable energy procurement and water recycling,
reduced our overall environmental costs by `1,153 million
(`1,086 million in 2015-16) – around 10% of the total 2016-
17 environmental costs. Valuation for 2017-18 is unlikely to
be significantly different and will be completed in July 2018.
Natural Capital – Relation to other Capitals
Social and
Relationship Capital
4x Increase in business with suppliers
meeting environment criteria like EPEAT
3 community water projects in two cities
Participation of 1200 schools across the
country in Wipro earthian
200 customers assessing Wipro annually on
Sustainability performance
Natural Capital
Human Capital
42,000 employees register for car
pooling in india
8 environmental day prohrams
conducted across campuses
Urban biodiversity projects
in 2 key campses with 28,000
employees
Financial Capital
6% reduction in cost from Air
Travel- contributes 86% of
total travel emissions
Reduction in energy cost by
7% and fresh water import
cost by 19%
This disclosure is in conformance with the CDSB Framework. Due care has been taken to apply the guiding principles and comply with the reporting requirements
laid out by CDSB Framework. While preparing the report, the recommendations set out by the Task Force on Climate-related Financial Disclosures were also
considered. The report also aligns with the requirements of NVG Guidelines issued by MCA.
55
Annual Report 2017-18 Board’s Report
On behalf of the Board of Directors (the “Board”), it gives
me great pleasure to present the 72nd Board’s Report of your
Company, along with the Balance Sheet, Statement of Profit
and Loss and Statement of Cash Flow for the financial year
ended March 31, 2018.
I. Financial Performance
The standalone and consolidated financial statements for
the financial year ended March 31, 2018, forming part of
this Annual Report, have been prepared in accordance with
the Indian Accounting Standards (Ind AS) as notified by the
Ministry of Corporate Affairs.
On a consolidated basis, our sales declined to ` 5,44,871
million for the current year as against ` 5,50,402 million in
the previous year, recording a decline of 1%. Our net profits
declined to `80,031 million for the current year as against
`85,179 million in the previous year, recording a decline of
6.04%.
On a standalone basis, our sales declined to ` 4,47,100
million for the current year as against ` 4,56,396 million
in the previous year, recording a decline of 2.04%. Our net
profits declined to ` 77,228 million in the current year as
against `81,617 million in the previous year, recording a
decline of 5.38%.
Key highlights of financial performance of your Company for
the financial year 2017-18 are provided below:
(` in millions)
Standalone
Consolidated
2017-18 2016-17 2017-18 2016-17
4,71,896 4,86,937 5,70,358 5,80,710
1,00,343 1,06,871 1,02,422 1,10,393
25,214
85,179
25,254
81,617
22,391
80,031
23,115
77,228
69,928
86,771
76,094
87,363
Sales and Other
Income
Profit before Tax
Provision for Tax
Net profit for the
year*
Other comprehensive
(loss)/income for the
year
Total comprehensive
income for the year*
Total comprehensive
income for the period
attributable to:
Minority Interest
-
-
19
(179)
Equity holders
69,928
86,771
76,885
87,184
56
(` in millions)
Standalone
Consolidated
2017-18 2016-17 2017-18 2016-17
Appropriations
Dividend
4,525
7,291
4,499
7,249
Corporate tax on
dividend distribution
921
1,485
921
1,485
EPS
- Basic
- Diluted
16.26
16.80
16.85
17.49
16.23
16.75
16.82
17.43
* profit for the standalone results is after considering a loss of `49 million
(2017: Profit of `210 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.
Dividend
Pursuant to regulation 43A of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Board has
approved and adopted a Dividend Distribution Policy. 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 https://www.wipro.com/corporate-governance.
Pursuant to the approval of the Board of Directors on January
19, 2018, your Company paid an interim dividend of `1/- per
equity share of face value of `2/- each, to shareholders who
were on the register of members as on February 1, 2018,
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, 2018 will be `1/- per equity
share of face value of `2/- each.
The Board of Directors at their meeting held on April 25,
2017, recommended issue of bonus equity shares, in the
proportion of 1:1, i.e. 1 (One) bonus equity share of `2/- each
for every 1 (one) fully paid-up equity share held (including
ADS holders) as of June 14, 2017, the record date fixed for
this purpose. This was approved by the members of the
Company through resolution dated June 3, 2017 passed
through postal ballot/e-voting, subsequent to which the
bonus shares were allotted to the shareholders.
(7,300)
5,154
(3,127)
2,184
Issue of Bonus Equity Shares
Wipro Limited Buyback of Equity Shares
Pursuant to the approval of the Board on July 20, 2017
and approval of shareholders through special resolution
dated August 28, 2017 passed through postal ballot/e-
voting, your Company completed buyback of 34,37,50,000
equity shares of the Company for an aggregate amount of
`110,00,00,00,000/-, being 7.06% of the total paid up equity
share capital, at `320 per equity share, in December 2017.
The buyback was made from all existing shareholders of the
Company as on September 15, 2017, being the record date
for the purpose, on a proportionate basis under the tender
offer route in accordance with the provisions contained in
the Securities and Exchange Board of India (Buy Back of
Securities) Regulations, 1998 and the Companies Act, 2013
and rules made thereunder.
Transfer to Reserves
Appropriations to general reserve for the financial year
ended March 31, 2018 as per standalone and consolidated
financial statements are as under:
Standalone
77,228
4,62,195
(` In millions)
Consolidated
80,031
5,11,841
-
-
4,13,578
4,70,215
Net profit for the year
Balance of Reserve at the
beginning of the year
Transfer to General
Reserve
Balance of Reserve at the
end of the year
Subsidiary Companies
In accordance with Section 129(3) of the Companies
Act, 2013, a statement containing salient features of the
financial statements of the subsidiary companies in Form
AOC-1 is provided from pages 250 to 253 of this Annual
Report. The statement also provides details of performance
and financial position of each of the subsidiaries.
In accordance with fourth 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 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 wipro.com.
During the financial year 2017-18, your Company invested
an aggregate of `4,558 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 2017-18, Wipro Australia Pty Limited
and Wipro Technologies Norway AS were de-registered,
Saaspoint Inc and Wipro Holdings (Mauritius) Limited were
liquidated and Wipro Retail UK Limited has been put into
liquidation. Further, HPH Holdings Corp. merged with and
into Healthplan Services, Inc and KI Management Company,
LLC merged with and into Appirio Inc.
During the year 2017-18, your Company set up new
subsidiaries namely Women’s Business Park Technologies
Limited in Saudi Arabia and Wipro IT Services Bangladesh
Limited in Bangladesh to meet its business requirements.
Share Capital
Pursuant to the approval of shareholders through postal
ballot/e-voting in June 2017, the authorized share capital
of your Company increased from `6,10,00,00,000/- (Rupees
Six Hundred and Ten Crores) to `11,26,50,00,000/- (Rupees
One Thousand One Hundred and Twenty Six Crores and
Fifty Lakhs) by creation of additional 2,58,25,00,000 (Two
Hundred and Fifty Eight Crores and Twenty Five Lakhs)
equity shares of `2/- (Rupees Two each).
During the year 2017-18, the Company allotted 35,59,599
equity shares and transferred 43,51,775 equity shares
of `2/- each from Wipro Equity Reward Trust, pursuant to
exercise of stock options by eligible employees and allotted
2,43,30,74,327 equity shares of `2/- each as Bonus Equity
Shares on June 15, 2017. Also, the Company extinguished
34,37,50,000 equity shares consequent to buyback in
December 2017. Consequently, the paid-up equity share
capital of the Company as at March 31, 2018 stood at
`9,04,75,68,982 consisting of 4,52,37,84,491 equity shares
of `2/- each.
During the year under review, the Company has not issued
shares with differential voting rights and sweat equity
shares.
Transfer to
Authority
Investor Education and Protection Fund
a. During the year 2017-18, unclaimed Dividend for
financial year 2009-10 and 2010-11 of `63,97,560/-
and `39,70,354/- respectively, were 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 (“IEPF Authority”).
b. During the year 2017-18, 1.21 Million equity shares in
respect of which dividend has not been claimed for the
final dividend declared in financial year 2009-10 and
interim dividend declared in financial year 2010-11
were transferred to the IEPF Authority pursuant to the
provisions of Section 124(6) of the Companies Act, 2013
and the rules thereunder.
57
Annual Report 2017-18
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 a leading global information technology
(“IT”), consulting and business process services company.
Your Company harnesses the power of Cognitive Computing,
Hyper-Automation, Robotics, Cloud, Analytics and Emerging
Technologies to help its clients adapt to the digital world
and make them successful.
Your Company is recognized globally for its comprehensive
portfolio of services, strong commitment to sustainability
and good corporate citizenship and your Company has over
160,000 dedicated employees serving clients across six
continents. Together, your Company discovers ideas and
connects the dots to build a better and a bold new future.
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. Your Company offers these
services globally by leveraging its Products, Platforms,
Partnerships and Solutions including state of the art
automation technologies such as its proprietary cognitive
intelligence tool, Wipro HOLMESTM Artificial Intelligence
Platform (‘Wipro HOLMES’). Wipro is recognized globally
for its comprehensive portfolio of services, and a strong
commitment to sustainability and corporate citizenship.
The vision for your Company’s business is “To earn our
clients’ trust and maximize the value of their businesses by
providing solutions that integrate its deep industry insights,
58
its leading technology and best-in-class execution”. Your
Company seeks to emphasize its core values of being
passionate about its client’s success, treating each person
with respect, being global and responsible, and maintaining
unyielding integrity in everything it does.
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 is making technology an integral part of the
business model of your Company’s clients. In addition to the
Chief Information Officer, newer stakeholders such as Chief
Marketing Officer, Chief Digital Officer and Chief Risk Officer
play a key role in shaping the technology roadmap of its
clients. These trends on newer business models, emerging
technologies and sourcing patterns provide Wipro 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.
In May 2017, to keep your Company’s brand contemporary,
your Company unveiled its new brand identity, including a
new company logo.
Outlook
According to the Strategic Review 2018 of NASSCOM in
FY’18, IT export revenue, from India grew by 7.8%, to an
estimated $126 billion. In FY’19, NASSCOM expects revenue
from IT exports to grow by 7% to 9%.
Acquisitions, Investments and Divestments
Acquisitions are a key enabler for driving your Company’s
capability to build industry domain, focus on key strategic
areas, strengthen its presence in emerging technology areas
including Digital, 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.
Acquisitions consummated during the year ended March
31, 2018 included Infoserver S.A. and Cooper Software,
Inc. Infoserver S. A. is a Brazilian IT Services company that
predominantly caters to the Banking, Financial Services
Wipro Limited
and Insurance markets in Brazil. With this acquisition, your
Company and Infoserver S. A. 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. Cooper Software, Inc., is an award winning design and
business strategy consultancy. Cooper Software, Inc., will
further strengthen design and innovation capabilities and
expand reach in North America besides adding capabilities in
professional design education. By adding Cooper Software’s
skills and expertise, your Company will be better positioned
to support its clients’ digital programs.
scheme of amalgamation is subject to necessary statutory
and regulatory approvals under applicable laws, including
approval of the National Company Law Tribunal in India. The
scheme of amalgamation will, inter alia, enable optimisation
of legal entity structure through rationalization of number
of subsidiaries, integration of business operations leading
to operational synergies, provide your Company seamless
access to the assets of the subsidiaries and also result
in reduction of the multiplicity of legal and regulatory
compliances.
Your Company also made minority investments in Denim
Group, Ltd., a leading independent application security
firm, serving as a trusted advisor to customers on matters
of application risk and security and Harte Hanks, Inc., a US
based global digital marketing services company specializing
in omni-channel marketing solutions including consulting,
strategic assessment, data, analytics, digital, social, mobile,
print, direct mail and contact center. Also, during the year
ended March 31, 2018, your Company has increased its
ownership in Drivestream Inc. from 19% to 43.7%.
Further, your Company has signed a definitive agreement to
divest its data center services business to Ensono Holdings,
LLC (“Ensono”), a leading hybrid IT services provider. This
divestment will help us focus on accelerating investments in
the digital space. At the same time, your Company remains
committed to serving its hosted data center customers and
the market through its business partnership with Ensono.
The sale is expected to close during the quarter ending June
30, 2018. Further, we have entered into an agreement with
Ensono to acquire 10.2% stake in the entity. Ensono has a
right to repurchase up to an aggregate of 5.5% of the above
units if Wipro is not able to achieve certain joint business
milestones agreed between the parties.
Additionally, after March 31, 2018, your Company has
reduced its equity holding in Wipro Airport IT Services
Limited (WAISL), which was a joint venture between Wipro
Limited and Delhi International Airport Limited, from 74%
to 11%, by selling its stake to Antariksh Softtech Private
Limited on April 5, 2018. Even after this divestment, WAISL
will continue to outsource IT services of the airport to Wipro
Limited as per the existing arrangement.
Merger of Wholly Owned Subsidiaries
At its meeting held on April 25, 2018, the Board considered
and approved a scheme of amalgamation pursuant to
Sections 230 to 232 read with Section 234 and other relevant
provisions of the Companies Act, 2013, providing for the
merger of its wholly owned subsidiaries, Wipro Technologies
Austria GmbH, Wipro
Information Technology Austria
GmbH, NewLogic Technologies SARL and Appirio India
Cloud Solutions Private Limited with Wipro Limited. The
Management Discussion and Analysis Report
In terms of regulation 34 of the Listing Regulations and
SEBI circular no. 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 pages 14 to 55 of this Annual Report.
The MD&A Report provides a consolidated perspective of
economic, social and environmental aspects material to your
Company’s strategy and its ability to create and sustain value
to your Company’s key stakeholders and includes aspects
of reporting as required by regulation 34 of the Listing
Regulations on Business Responsibility Report. Statutory
section of Business Responsibility Report is provided from
pages 309 to 315 to this Annual Report.
Key Awards and Recognitions
Your Company is one of the most admired and recognized
companies in the IT industry. Your Company won several
awards and accolades, out of which key recognitions are
given below:
1. Wipro was recognized as one of India’s most innovative
companies by Confederation of Indian Industry (CII) at
the Industrial Innovation Awards 2017.
2. Wipro’s Open Banking API Platform won the 2017 API
Awards at API World under the ‘Travel APIs’ category.
3. Wipro won the ‘Best Blockchain Application of the Year’
award at the Global Logistics Excellence Awards 2018.
4. Wipro is amongst the top 6 firms in the Constellation
Research shortlist on “Synchronous Ledger Tech
(Blockchain) Companies to Watch For”.
5. Wipro has been recognized as Platform Partner of
the Year 2017 by BMC Software and won the highest
number of accreditations for Security Operations at the
BMC Outsourcers Tech Summit (BOTS).
6. Wipro was ranked #2 in the list of ‘Top 20 Service
Outsourcing MNCs in China 2017’ in a study by Devott,
a leader in research and advisory of China’s outsourcing
and technology markets.
7. Wipro was recognized as the leading AI Partner for 2017
59
Annual Report 2017-18
by Intel Corporation at the Intel AI and HPC Ecosystem
Summit 2018 for driving transformational outcomes for
clients.
9. Wipro has been named an
8. Wipro has been recognized as a market leader in Digital
Workplace Services by Information Services Group (ISG),
a leading global technology research and advisory firm.
Insights
HealthTech Rankings Enterprise 25 Company. The
rankings categorize and evaluate global providers
of information technology to healthcare payers and
providers.
IDC Health
10. Wipro has been recognized in the “Leadership” category
for corporate governance practices on the basis of the
Indian Corporate Governance Scorecard, which is a
framework developed jointly by International Finance
Corporation, a member of the World Bank group, BSE
Limited and Institutional Investor Advisory Services
based on globally accepted G20/OECD principles.
11. Wipro was included in the Dow Jones Sustainability
Index (DJSI) – World and Emerging Markets for the
eighth time in succession.
12. Wipro was recognized as the 2018 World’s Most Ethical
Company® for the seventh successive year by the
Ethisphere Institute, the global leader in defining and
advancing the standards of ethical business practices.
III. Governance and Ethics
Corporate Governance
Your Company believes in adopting best practices of
corporate governance. Corporate governance principles are
enshrined in the Spirit of Wipro, which form the core values
of Wipro. These guiding principles are also articulated
through the Company’s code of business conduct, Corporate
Governance guidelines, charter of various sub-committees
and disclosure policy.
As per regulation 34 of the Listing Regulations, a separate
section on corporate governance practices followed by your
Company, together with a certificate from V. Sreedharan &
Associates, Practising Company Secretaries, on compliance
with corporate governance norms under the Listing
Regulations, is provided at page 101 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, 2018, the Board comprised
three Executive Directors and seven Non-Executive
Independent Directors.
Definition of ‘Independence’ of Directors is derived from
regulation 16 of the Listing Regulations, NYSE Listed
60
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. M K Sharma
d. Ms. Ireena Vittal
e. Mr. William Arthur Owens
f. Dr. Patrick J Ennis
g. Mr. Patrick Dupuis
Number of Meetings of the Board
The Board met five times during the financial year 2017-18
on April 24-25, 2017, June 2, 2017, July 19-20, 2017, October
16-17, 2017 and January 18-19, 2018. The maximum interval
between any two meetings did not exceed 120 days.
Directors and Key Managerial Personnel
At the 71st Annual General Meeting (AGM) held on July 19,
2017, Mr Azim H Premji was re-appointed as Executive
Chairman and Managing Director of the Company to hold
office with effect from July 31, 2017 to July 30, 2019. Further,
Mr. William Arthur Owens was re-appointed as Independent
Director for a second term with effect from August 1, 2017,
to July 31, 2022.
At the 68th AGM held on July 23, 2014, Ms. Ireena Vittal was
appointed as an Independent Director to hold office up to
September 30, 2018.
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 25, 2018 decided to place the proposal
for re-appointment of Ms. Ireena Vittal as an Independent
Director for a further term of 5 years from October 1, 2018
to September 30, 2023, for approval of the members at the
72nd AGM. The Company has received requisite notice under
Section 160 of the Companies Act, 2013 from a member,
along with the requisite deposit, signifying his intention to
propose re-appointment of Ms. Ireena Vittal as mentioned
above. Accordingly, necessary resolutions are being placed
for approval of the members at the 72nd AGM of the Company.
Pursuant to the provisions of Section 152 of the Companies
Act, 2013 and the Articles of Association of the Company, Mr.
Rishad A Premji will retire by rotation at the 72nd AGM and
being eligible, has offered himself for re-appointment.
Wipro Limited
Committees of the Board
The Company’s Board has the following committees:
communication, relationships and Board Committees. The
Board has also noted areas requiring more focus in the
future.
1. Audit, Risk and Compliance Committee, which also acts
Policy on Director’s Appointment and Remuneration
as the Risk Management Committee
2. Board Governance, Nomination and Compensation
Committee, which also acts as CSR Committee
3. Strategy Committee
4. Administrative and Shareholders/Investors Grievance
Committee (Stakeholders’ Relationship Committee)
Details of terms of reference of the Committees, Committee
membership and attendance at meetings of the Committees
are provided in the Corporate Governance report from pages
106 to 109 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 in January 2017. 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.
Evaluation of Committees was based on criteria such as
adequate independence of each Committee, frequency of
meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its
advice/recommendation to the Board, etc.
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 104 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 reporting of fraudulent financial or other
information to the stakeholders, and any conduct that
results in violation of the Company’s code of business
conduct, to the management (on an anonymous basis, if
employees so desire). 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
https://www.wipro.com/corporate-governance/#WiprosOmb
udsProcess.
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.
Information Required under Sexual Harassment of Women
at Work place (Prevention, Prohibition & Redressal) Act,
2013
The outcome of the Board evaluation for financial year 2017-
18 was discussed by the Board Governance, Nomination and
Compensation Committee and the Board at their meeting
held in April 2018. The Board has received improved ratings
on its overall effectiveness, including higher rating on Board
Your Company has a policy and framework for employees
to report sexual harassment cases at workplace and its
process ensures complete anonymity and confidentiality of
information. Adequate workshops and awareness programs
against sexual harassment are conducted across the
61
Annual Report 2017-18
organization. A total of 101 complaints of sexual harassment
were raised in the calendar year 2017, of which 92 cases
were disposed and appropriate actions were taken in all
cases within the statutory timelines.
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 https://www.wipro.com/
corporate-governance.
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 and the Board 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 Report.
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.The ERM Framework covers various categories
of risks including, inter alia, information security and cyber
security risks, effectiveness of the controls that have
been implemented to prevent such risks and continuous
improvement of the systems and processes to mitigate such
risks.
Further details on the Company’s risk management
framework is provided in the MD&A 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
62
for monitoring compliance. In furtherance to this, your
Company has instituted an online compliance management
system within the organization to monitor compliances
real-time and provide update to senior management and
Board on a periodic basis. The Audit, Risk and Compliance
Committee and the Board periodically monitors 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
internal financial
the Directors, have
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.
laid down
Wipro Employee Stock Option Plans (WESOP)/Restricted
Stock Unit Plans
In order to motivate, incentivize and reward employees,
your Company has instituted various employee stock
options plans/restricted stock unit plans from time to time.
The Board Governance, Nomination and Compensation
Committee administers these plans. The stock option plans
are in compliance with Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014
Wipro Limited (“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 https://www.wipro.com/annual-
reports. No employee was issued stock options 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.
Statutory Auditors
The term of BSR & Co. LLP, (Registration No.101248W/
W-100022) Chartered Accountants, Bengaluru, ended 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 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. The
said appointment was approved by the members of the
Company at the 71st AGM held on July 19, 2017.
Vide notification dated May 7, 2018 issued by Ministry of
Corporate Affairs, the requirement of seeking ratification of
appointment of statutory auditors by members at each AGM
has been done away with. Accordingly, no such item has
been considered in notice of the 72nd AGM.
Auditors’ Report
There are no qualifications, reservations or adverse remarks
made by Deloitte Haskins & Sells LLP, Statutory Auditors, in
their report for the financial year ended March 31, 2018.
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. The
Report of the Secretarial Audit in Form MR-3 for the financial
year ended March 31, 2018 is enclosed as Annexure IV to this
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
63
Annual Report 2017-18 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
the immediately preceding 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 has spent `1,866 million towards CSR activities
during the financial year 2017-18. The contents of the CSR
policy and CSR Report for the year 2017-18 is attached as
Annexure V to this Report. Contents of the CSR policy is
also available on the Company’s website at https://www.
wipro.com/corporate-governance. 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
foreign
the year 2017-18, your Company’s
exchange earnings were `3,91,807 million and foreign
exchange outgoings were `2,07,831 million as against
`4,04,000 million of foreign exchange earnings and `2,12,910
million of foreign exchange outgoings for the financial year
2016-17.
Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, extract of the Annual Return as on
March 31, 2018 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 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 and material orders passed by the
Regulators/Courts/Tribunals which would impact the going
concern status of the Company and its future operations.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/
associates, financial institutions and Central and State
Governments for their consistent support and encouragement
to the Company. I am sure you will join our Directors in
conveying our sincere appreciation to all employees of the
Company and its subsidiaries and associates for their hard
work and commitment. Their dedication and competence
has ensured that the Company continues to be a significant
and leading player in the IT Services industry.
For and on behalf of the Board of Directors,
Bengaluru
June 8, 2018
Azim H Premji
Executive Chairman
64
Wipro Limited
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68
Wipro Limited
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
Designation
Azim H Premji
Abidali z
Neemuchwala
Rishad A Premji
Executive Chairman
and Managing
Director
Chief Executive Officer
and Executive Director
Executive Director and
Chief Strategy Officer
Remuneration paid to Other Directors
Name of Directors
Designation
% increase/ decrease
of remuneration in
2018 as compared to
2017*
Ratio of
remuneration to
MRE*
Ratio of
remuneration to MRE
and WTD*
10.13
16.11
16.11
34.53
250.59
337.59
109.07
337.59
109.07
% increase/decrease
of remuneration in
2018 as compared to
2017*
Ratio of
remuneration to
MRE*
Ratio of
remuneration to MRE
and WTD*
N Vaghul
Dr. Ashok S Ganguly
M K Sharma
Ireena Vittal
William A Owens
Dr. Patrick J Ennis
Patrick Dupuis
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
21.21
18.18
20.37
18.87
3.45
3.75
3.75
14.81
12.04
12.04
11.67
38.89
30.74
30.74
14.81
12.04
12.04
11.67
38.89
30.74
30.74
Remuneration paid to other Key Managerial Personnel (KMP)
Name of KMPs
Designation
% increase/ decrease
of remuneration in
2018 as compared to
2017*
Ratio of
remuneration to
MRE*
Ratio of
remuneration to
MRE and WTD*
Jatin Pravinchandra
Dalal
M Sanaulla Khan
Chief Financial
Officer
Company Secretary
2.42
2.54
86.11
22.41
86.11
22.41
MRE - Median Remuneration of employees, WTD - Whole Time Director
* Rounded off to two decimals
1.
2.
3.
The median Remuneration of employees (MRE) excluding Whole-time Directors was ` 5,40,000 and ` 5,23,000
(USD 8,100) in fiscal 2018 and fiscal 2017 respectively. The increase in MRE excluding the Whole-time Director
in fiscal 2018 as compared to fiscal 2017 is 3.25%.
The median Remuneration of employees (MRE) including Whole-time Directors was ` 5,40,000 and ` 5,23,000
(USD 8,100) in fiscal 2018 and fiscal 2017 respectively. The increase in MRE including the Whole-time Director in
fiscal 2018 as compared to fiscal 2017 is 3.25%.
The number of permanent employees on the rolls of the Company as of March 31, 2018 and March 31, 2017 was
1,32,906 and 1,37,688 respectively.
69
Annual Report 2017-18 4.
The aggregate remuneration of employees excluding WTD has remained constant over the previous fiscal. The
aggregate increase in salary for WTDs and other KMPs was 41% in fiscal 2018 over fiscal 2017, on account of the
following:
a) Computation of remuneration to Chief Executive Officer and Executive Director, and Chief Financial Officer is
on an accrual basis and it includes the amortization of Restricted Stock Units (RSU), granted to them, which
will vest over a period of time. This also includes RSUs that will vest based on performance parameters of the
Company.
b) Computation of remuneration of Executive Director and Chief Strategy Officer includes cash bonus (part of
his variable pay) on an accrual basis, which is payable over a period of time.
5.
The Company affirms that the remuneration is paid as per the remuneration policy of the Company.
Variable Pay Compensation
The variable pay of top executives including the Chief Executive Officer and Executive Directors is based on clearly laid
out criteria and measures, which are linked to the desired performance and business objectives of the organisation.
The criteria for variable pay, which is paid out annually, includes both financial and non-financial parameters like
revenue, profit achievement, customer satisfaction and other strategic goals as decided by the Board from time to
time.
Apart from the variable pay component, long term (typically greater than one year) incentives granted to the Chief
Executive Officer and Executive Director includes both time-based and performance-based stock units (PSUs).
The vesting of PSUs is based on performance parameters of the Company over a two-year period and is linked
to pre-defined financial goals. Time-based stock units typically vest over a four-year period. The vesting pattern
and schedule for both these types of stock units are as determined by the Board Governance, Nomination and
Compensation Committee.
70
Wipro Limited
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75
Annual Report 2017-18
Annexure IV
Form No. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Sub-Section (1) of 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, 2018
To,
The Members,
Wipro Limited, Doddakannelli,
Sarjapur Road, Bengaluru - 560035
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence
to good corporate practices by Wipro Limited (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, 2018 (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, 2018
according to the provisions of:
The Companies Act, 2013 (the Act) and the rules made
thereunder;
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;
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);
The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998; and
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.
The Securities Contracts (Regulation) Act, 1956
(‘SCRA’) and the rules made thereunder;
vi.
Other laws applicable specifically to the Company
namely:
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;
The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-
a.
b.
c.
d.
e.
f.
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
The Copyright Act, 1957
The Patents Act, 1970
The Trade Marks Act, 1999
i.
ii.
iii.
iv.
v.
76
Wipro Limited
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.
Secretarial Standards issued by The Institute of
Company Secretaries of India on Meetings of the
Board of Directors and General Meetings.
As per the minutes of the meetings duly recorded and
signed by the Chairman, the decisions of the Board were
unanimous and no dissenting views have been recorded.
i.
ii.
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 auditor, tax auditor 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
We further report that based on the review of the
compliance reports/certificates 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 34,37,50,000 (Thirty Four Crores Thirty
Seven Lakhs and Fifty Thousand) Equity Shares of face
value of ` 2/- each at ` 320/- per share aggregating to
` 1,10,00,00,00,000/- (Rupees Eleven Thousand Crores
only), 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
Bengaluru
Date: April 16, 2018
(V. Sreedharan)
Partner
FCS: 2347; CP No: 833
77
Annual Report 2017-18
Corporate Social Responsibility Report for the year 2017-18
Annexure V
plank of our approach not just in India but everywhere
in the world we operate in.
You will find a detailed summary of our sustainability and
social initiatives for financial year 2017-18 as part of the
‘Management Discussion and Analysis’ (MD&A) Report,
that is articulated on the principle of integrated reporting,
under “Communities and Social Initiatives” and “Natural
Capital” from page 42. The impact of our CSR programs on
the communities we operate in are largely articulated as
part of the MD&A report. Further, the key outcomes and
impact of various CSR programs are also disclosed to our
stakeholders annually as part of our Sustainability report
based on GRI principles which can be accessed at http://
www.wiprosustainabilityreport.com. These and various
other details are available at our primary website www.
wipro.com and at www.wipro,org, our website focusing
exclusively on our social initiatives.
An important step we took during the year was to create
a separate entity, Wipro Foundation, which will serve
to channelize and consolidate all our social initiatives.
Wipro Foundation has a separate board of trustees drawn
from Wipro’s senior leadership while its governance and
controllership norms continue to draw from Wipro’s robust
and time-tested templates. A related point on governance
we would like to emphasize here is that the individual
social programs of Wipro also have their own governance
committees which evaluate all funding proposals and
subject it to rigorous scrutiny. All of this is complemented
by a system of regular quarterly reporting and reviews.
An organization’s progress on social initiatives can only
be as good as the partners it collaborates with. Over the
years, we have taken care to invest in good partners who
not only know their domains well but are committed to
making a difference on the ground and whose values align
with ours, We have more than 150 active partners across
domains and geographies. Together with our employees,
they are the bedrock of our social initiatives. We firmly
believe that a company’s social initiatives can be effective
only when it is not driven by compliance but by its values,
beliefs and the complete commitment of its leadership.
We will continue to raise the standards of good governance
and management of our social programs.
We present below the context and broad underpinnings of
Wipro’s social and environmental initiatives. Our journey
began seventeen years back in 2001. Since then, the core
principles, values and strategic direction of our social
initiatives have remained the same even as we have added
new domains, and increased the scale of our programs and
partnerships. Every year has been an evolution in thought
and action in our collaborative journey. We start this report
by reiterating the core principles, values and strategic
drivers underlying all our social initiatives:
The values encapsulated in the “Spirit of Wipro” are;
Be Passionate about clients’ success’, ‘Treat each
person with respect’, ‘Be Global and Responsible’
and ‘Unyielding integrity in everything we do’. These
values guide all our actions andare foundational
tenets of any social change for the better.
To conduct our business on the basis of sound
ethical principles and widely accepted principles
of good corporate governance. While this starts
with compliance in letter and spirit with laws and
regulations of the countries we operate in, it goes
well beyond that.
To continually evolve and progress in our journey of
making Wipro more sustainable as defined by the
triple bottom-line framework. The primary areas of
focus are to: (i) reduce our ecological footprint on
energy, water and waste, (ii) foster a more diverse,
empowered fair and safe workplace, (iii) continually
enhance employees’ individual development that
aligns with larger organizational goals and (iv) to
actively engage with our supplier ecosystem in making
them more responsible in their work practices. This
goes in tandem with our policy of procurement of
more sustainable products and of encouraging the
expansion of women and minority based enterprises.
To engage on systemic and long-term issues of
importance in our chosen domains od Education and
Ecology.
To work with communities proximate to our
operational centers in India and overseas. As a global
organization, we would like to emphasize that the
imperative of working on societal issues is a central
•
•
•
•
•
78
Wipro Limited Summary of CSR spend for 2017-18
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 Board’s Report from page 63 to 64.
The Composition of the CSR Committee:The terms of reference of the Corporate Social Responsibility (CSR) broadly comprises and forms part of
Board Governance, Nomination and Compensation Committee and these terms of reference are in accordance with Section 135 of the Companies
Act, 2013. The Committee comprises of Dr. Ashok S Ganguly, Mr. N Vaghul and Mr. William Arthur Owens, Independent Directors.
Average Net Profit of the Company for the last three financial years: ` 91,647 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 ` 1,833 million. Against this, our CSR spending for 2017-18 was ` 1,866 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 2017-18 along with the geographies. The list of partners with
whom we collaborate is available right 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 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: ` 1,833 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 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
(` in Million)
Cumulative
expenditure
upto
reporting
period
Amount
spent:direct
or through
implementing
agency
1
2
Providing preventive and
curative health services with
specific focus on malnutrition
and infant mortality rate.
Community
Healthcare
Tu e n s a n g ( N a g a l a n d ), M u m b a i
(Maharashtra), Mysore (Karnataka)
9.00
9.09
18.40
27.49
9.09
Education for Underprivileged
in proximate communities
Education for
Underprivileged
Education:
Systemic
Reforms
Systemic reform initiatives
in school education in India,
in the areas of ecology,
social science, languages
and affective education,
m a t e r i a l d e v e l o p m e n t ,
public advocacy, assessment
reform, teacher capacity
b u i ld i n g , st re n g t h e n i n g
the school system through
community and systemic
engagement
Initiatives in Education of
children with Disability
Initiatives in sustainability
education in schools and
colleges across India
Program of higher education
in engineering and technology
linked to skills development
for the IT industry
Education for
Children with
Disability
Sustainability
Education
Higher
Education for
skills building
Pune (Maharashtra), Bengaluru
(Karnataka), Hyderabad (Telangana),
Kolkata (West Bengal), New Delhi,
D i m a p u r ( N a g a l a n d ) , Ta w a n g
(Arunachal Pradesh)
A n d a m a n a n d N i c o b a r I s l a n d s,
Bongaigaon, Guwahati, Kokrajhar,
Majuli (Assam), Gopalganj, Saharsa
( B i h a r ) , D a n t e w a d a , S u k m a
(Chhattisgarh), Delhi, Ahmedabad
(Gujarat), Ambala, Samalkha (Haryana),
P a l a m p u r ( H i m a c h a l P r a d e s h ),
Ranchi (Jharkhand), Bengaluru,
Koppal (Karnataka), Kerala, Bhopal,
Chhindwara, Dewas, Indore, Khandwa,
Seoni (Madhya Pradesh), Akola, Jalgaon,
Kolhapur, Mumbai (Maharashtra),
Ukhrul (Manipur), Meghalaya, Kiphire
(Nagaland), Bhubaneswhar, Rayagada,
Sambalpur, Sundergarh (Odisha),
Ajmer, Jhunjhunu, Udaipur (Rajasthan),
Chennai, Coimbatore (Tamil Nadu),
Aligarh, Banda, Faizabad, Lucknow,
Sitapur (Uttar Pradesh), Rudraprayag,
Te h r i G a r h w a l ( U t t a r a k h a n d ) ,
Alipurduar, Jalpaiguri, Kolkata, South
24 Parganas (West Bengal)
Delhi (Delhi), Hyderabad (Telangana),
Jaipur (Rajasthan), Mumbai, Pune
(Maharashtra), Chennai (Tamil Nadu),
Hubli-Dharwad and Koppal (Karnataka)
15.00
15.09
78.98
94.07
15.09
73.00
72.53
228.92
301.45
72.53
24.00
24.38
66.63
91.01
24.38
45 districts in 21 states of India
30.00
29.79
73.40
103.19
29.79
Bengaluru (Karnataka)
990.00
1,208.00
2,852.13
4,060.13
1,208.00
79
Annual Report 2017-18
Sl.
No
CSR project or activities
identified
Sector in which
the project is
covered
Projects or Programs 1) Local area
or 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
(` in Million)
Cumulative
expenditure
upto
reporting
period
Amount
spent:direct
or through
implementing
agency
Initiatives in improving
education in engineering
colleges in India
Engineering
Education
All parts of India
0.50
0.10
16.56
16.66
0.10
3
Ensuring environmental
sustainability, ecological
balance, Agroforestry
Water
B e n g a l u r u ( K a r n a t a k a ) , P u n e
(Maharashtra)
Biodiversity
B e n g a l u r u ( K a r n a t a k a ) , P u n e
(Maharashtra)
Energy
B e n g a l u r u ( K a r n a t a k a ) , P u n e
(Maharashtra), Hyderabad (Telangana)
3.00
3.74
18.61
22.35
2.50
2.86
23.65
26.51
3.74
2.86
605
474
1,357.10
1,831.10
474.00
Waste
Management
Sustainability
Advocacy and
Research
4
Rural Development projects Rural livelihood
programs
Total
Bengaluru (Karnataka)
2.00
2.17
5.50
7.67
2.17
B e n g a l u r u ( K a r n a t a k a ) , N e w
D e l h i , M u m b a i ( M a h a r a s h t r a ) ,
Bhubhaneshwar (Odissa) and others
(not location dependent)
Uttarkashi (Uttarakhand), Cuddalore
(Tamil Nadu)
20.00
20.94
34.00
54.94
20.94
3.50
3.31
10.50
13.81
3.31
1,777.50
1,866.00
4,784.38
6,650.38
1,866.00
Note : List of implementing partners are provided below.
9.
A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy: Yes, is in compliance with CSR Policy and Objectives
of the Company.
Sd/-
Sd/-
Azim H Premji
(Executive Chairman and Managing Director)
Name of Agency/Foundation/Trust
Location
Army Navy Airforce Wives Activity Trust (ANAWA)
NCR
ASHA Foundation
Ashray Akruti
Bengaluru
Hyderabad
Association for Rural and Urban Needy (ARUN)
Kolkata
Association for the Welfare of Persons with a
Mental Handicap in Maharashtra (AWMH)
Mumbai
Community Educational Centre Society (CECS)
Dimapur
Dnyangangotri Pratishthan
Door Step School (DSS)
Pune
Pune
Eleutheros Christian Society (ECS)
Tuensang
Foundation for Mother and Child Health (FMCH) Mumbai
Fourth Wave Foundation (FWF)
Hubli-Dharwad, Koppal
Gubbachi Learning Community
Hasiru Dala
Bengaluru
Bengaluru
Jhamtse Gatsal Children’s Community
Tawang, Arunachal
Legal Aid to Women (LAW) Trust
16 Makkala Jagriti
Cuddalore
Bengaluru
NCR
NCR
Jaipur
National Association for the Blind (NAB)
National Centre for Promotion of Employment for
Disabled People (NCPEDP)
Prayas Society
Rural Literacy and Health Programme (RLHP)
Mysore
Sahasra Deepika International for Education (SDIE) Bengaluru
Shri Bhuvaneshwari Mahila Ashram (SBMA)
Uttarakashi
Shri Sadguru Saibaba Seva Trust
Pune
Sl
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
17
18
19
20
21
22
23
80
Ashok S Ganguly
(Chairman of Board Governance,
Nomination and Compensation Committee)
Name of Agency/Foundation/Trust
Location
Society of Parents of Children with Autistic
Disorders (SOPAN)
Mumbai
Sugra Humayun Mirza Wakf
Hyderabad
Swadhar IDWC
The Institution of Social Studies Trust (ISST)
Towards Future
V-Excel Education Trust
Youngistaan Foundation
31 Wipro Cares
Nature Forever Society
BIOME Trust
ACWADAM
Oorvani Foundation
CII
IUCN
Global Reporting Initiative Private Limited
Pune
NCR
Kolkata
Chennai
Hyderabad
Bengaluru
Nashik
Bengaluru
Pune
Bengaluru
New Delhi
New Delhi
New Delhi
Center for Study of Science, Technolgy and Policy Bengaluru
National center for Biological Sciences
Carbon Disclosure Project India
Bengaluru
New Delhi
CEE (Centre for Environment Education)
Ahmedabad, Gujarat
CPREEC (CP Ramaswamy Environmental Education
Centre)
Chennai, Tamil Nadu
ATREE (Ashoka Trust for Energy and Environment) Bengaluru, Karnataka
Dakshin Foundation
Bengaluru, Karnataka
Nature Conservation Foundation
Bengaluru, Karnataka
Sl
No.
24
25
26
27
28
29
30
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
Wipro Limited Sl
No.
47
48
Name of Agency/Foundation/Trust
Location
BIOME Environmental Solutions
Bengaluru, Karnataka
CSTEP (Centre of Study for Sceince Technology
and Policy)
Bengaluru, Karnataka
Sl
No.
97
98
99
Jan Sahas
Agragamee
Samerth
49 Wild Ecologues
FAWES Nature Club
Gurgaon, Delhi NCR
Chennai, Tamil Nadu
100
Art of Play
101 We, the People
Name of Agency/Foundation/Trust
Location
GIM (Goa Institute of Management)
Sanquelim, Goa
IIM, Ahmedabad
IIM, Bengaluru
IIM, Lucknow
CRDF
Ahmedabad, Gujarat
Bengaluru, Karnataka
Lucknow
Ahmedabad, Gujarat
ICT (Institute of Chemical Technology)
Mumbai, Maharashtra
102
Simple Education Foundation
103 Khel Khel Mein
104
School Social Science Initiative
Bhubaneshwar
105
Library for All
106 Mantra Social Services
107
ApniShala
Ukhrul
Bengaluru
Mumbai
XUB (Xavier University Bhubaneshwar)
Bhubaneshwar, Odisha
108
Vardishnu Social Research and Development Society Jalgaon
IIT, Bombay
CERE
IIM, Kozhikode
NIT Trichy
IIT, Kharagpur
Mumbai, Maharashtra
Mumbai, Maharashtra
Kozhikode, Kerala
Trichy, Tamil Naadu
109
Pratyaya EduResearch Lab
110 Kshamtalaya
111
Shiksharth
112
Virasat-e-Hind
Kharagpur, West Bengal
113 Mobile Paatshala
BITS PILANI Goa Campus
Goa
66 World Reseources Institute
Quizbrain
TRUCOST
SELCO Foundation
CDP India
Yuvasatta
Bengaluru, Karnataka
Mumbai, Maharashtra
Mumbai, Maharashtra
Bengaluru, Karnataka
Delhi
Chandigarh, Punjab
Arunachal State Council for Science & Technology Itanagar, Arunachal
Assam State Council for Science & Technology
Guwahati, Assam
Himachal State Council for Science & Technology Simla, Himachal Pradesh
Nagaland State Council for Science & Technology Kohima, Nagaland
114
The Ferdinand Centre
115 Dakshin
116 Unnati
117
Aawaj
118
Chale Chalo
119 Rural Aid
120 Dooars Jagran
121
Aavishkar
122
Joy of Learning Foundation
123
Vanangana
74 Mizoram State Council for Science & Technology
Aizawl, Mizoram
Information Technology
75 Meghalaya State Council for Science & Technology Shillong, Meghalaya
125
Pararth Samiti
Punjab State Council for Science & Technology
Chandigarh, Punjab
126
Space for Nurturing Creativity
124 Nagaland Centre for Human Development and
Kiphire
Tripura State Council for Science & Technology
Agartala, Tripura
127
School Education Trust for the Disadvantaged
Aligarh
78 Madhya Pradesh Environmental Planning and
Coordination Organization
Bhopal, Madhya
Pradesh
Sikkim ENVIS and Forest Department
Gangtok, Sikkim
Delhi state Environment Education Department
Delhi
Sankalp Taru
Dehradun, Uttarakhand
Jubayer Masud Educational Charitable Trust
Assam
Vikramshila Education Resource Society
Kolkata
Pratham
Jodogyan Shiksha
86 Muskaan
Vidya Mytri
Nature Conservation Foundation
DOST Educational Foundation
Gubbachi
Goodbooks Trust
The Tiny Seed
Delhi
Delhi
Bhopal
Koppal
Mysore
Bengaluru
Bengaluru
Chennai
Kottayam
128
Swatantra Talim Foundation
129
Agrini
130
Antral
131 Happy Horizons Trust
132
Vidyoday Foundation
133 Musht Samaj Seva Samiti
134 Key Education Trust
135 Universe Simplified
136
Vision Empower
137
Ayang
138
Samait Shala
139 Had Anhad
140
Awadh People’s Forum
141 North East Educational Trust
142
Antraal
143
Thrive Foundation
Innovation and Science Promotion Foundation
Bengaluru
144
Prayog
Shahid Vierendra Smarak Samiti
ArtSparks
Patang
Samalkha
Bengaluru
Sambalpur
145 Head Held High Foundation
146 Bookworm
147 Digantar
Dewas
Rayagada
Ahmedabad
Delhi
Mumbai
Delhi
Delhi
Chindwara
Udaipur
Sukma
Ahmedabad
Sunderbans, South
Paraganas
Delhi
Bengaluru
Akola
Bhopal
Sundergarh
Alipurduar
Jalpaiguri
Palampur
Delhi
Banda
hhindwara
Rudraprayag
Lucknow
Seoni
Ranchi
Saharsa
Kolhapur
Khandwa
Bengaluru
Mumbai
Bengaluru
Majuli
Ahmedabad
Indore
Faizabad
Guwahati
Delhi
Chennai
Gopalganj
Bengaluru
Goa
Jaipur
81
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
67
68
69
70
71
72
73
76
77
79
80
81
82
83
84
85
87
88
89
90
91
92
93
94
95
96
Annual Report 2017-18 Annexure VI
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended 31 March 2018
[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:
CIN
i.
ii.
Registration Date
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, if any
Indian Non-Government Company
Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru – 560 035
Ph: 080 28440011, Fax: 080 28440054
Website: www.wipro.com
Email: corp-secretarial@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
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.(a)
18001, Old Cutler Road, Suite 651, Palmetto Bay,
Florida 33157, USA
3.
Opus Capital Market
Consultants LLC
100 Tri State International, Ste, 300A Lincolnshire,
IL 60069, USA
4.
Infocrossing, Inc.(b)
425 National Ave STE 200, Mountain View, CA 94043,
USA
5. Wipro Promax Analytics
Solutions, LLC
2 Tower Center Blvd, Suite 2200; East Brunswick, NJ
08816, USA
6. Wipro Data Centre and
2 Christie Heights Street, Leonia, NJ 07605, USA
Cloud Services, Inc.(c)
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)
82
Wipro Limited
Name of the Company
Address of the Company
CIN/GLN
Sr.
No.
7. Wipro Insurance
Solutions, LLC
1 2 0 9 , O ra n g e S t , W i l m i n g to n , N e w C a s t l e
Country-19801, USA
8. Wipro IT Services, Inc. (d)
251, Little Falls Drive, Wilmington 19808
9. HPH Holdings Corp.
10. Wipro Solutions Canada
Limited
11. Wipro Japan KK
State of Delaware, 1209 Orange Street, City of
Wilmington, Country of New Castle, 19801, USA
Atco Center,909 11th Ave SW,Calgary, AB T2R 1L7,
Canada
Yokohama Landmark Tower 26F #2605, 2-2-1-1
Minato-Mirai 2208126 Yokohama, Kanagawa, Japan
12. Wipro Shanghai Limited
F3, bldg9, zhangjiang Hi-Tech Park, Shanghai, Chna
13. Wipro Information
Technology Netherlands
BV
14. Wipro Chengdu Limited
15. Wipro (Thailand) Co.
Limited
16. Wipro Technologies
Limited
17. Wipro Technologies
Australia Pty Ltd
18. PT. WT Indonesia
Hoogoorddreef 15, 1101 BA Amsterdam, The
Netherlands
3/F, A3, Building, Tianfu Software Park, Tianfu Avenue,
Hi-Tech zone, Chengdu, China – 610041
152, Chartered Square Building, Unit 17-02B, North
Sathorn Road, Kwaeng Silom, Khet Bangrak, Bangkok,
Thailand
str. 1, 109028, dom 13, Khokhlovsky pereulok Moscow,
Russia
Unit 1, 7 Sky Close, Taylors Beach NSW 2316, Australia
Regus Jakarta Menara Standard Chartered 30/F
Menara Standard Chartered Jl. 164 Jakarta. 12930.
Indonesia
19. Wipro Travel Services
Limited
Sarjapur Road, Doddakannelli, Bengaluru - 560035,
India
20. Wipro Trademarks
Holding Limited
Sarjapur Road, Doddakannelli, Bengaluru - 560035,
India
21. Wipro Networks Pte
31, Cantonment Road, Singapore 089747
Limited
22. Wipro Technologies SDN
BHD
23. Wipro Airport IT Services
Limited(e)
24. Wipro BPO Philippines
Limited, Inc.
Suite 702, 7th floor, Wisma Hangsam, Jalan Hang lekir,
50000, Kualalumpur, Malaysia
Sarjapur Road, Doddakanelli, Bengaluru - 560035,
India
Cebu IT Tower 1 corner Archbishop Reyes Avenue and
Mindanao Street, Cebu Business Park, 6000 Cebu
City,Cebu, Philippines
25. Wipro Information
7, Azattyk Ave., Atyrau city, Kazakhstan
Technology Kazakhstan
LLP
26. Wipro IT Services Ukraine
LLC
27. 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.
28. Women’s Business Park
P O Box 47033, Riyadh 11552 Kingdom of Saudi Arabia
Technologies Limited(f)
29. Wipro Information
Technology Egypt SAE
B-124, Smart Village, Cairo-Alex Desert Road, Giza,
Egypt
30. Wipro Bahrain Limited
WLL
31. Wipro Gulf LLC
Seef Business Centre Building #2795 5th Floor # 510
Road 2835 , Kingdom of Bahrain
322 Office # 28, KOM 4 Ground Floor, Knowledge Oasis
Muscat, Sultanate of Oman
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
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
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
N/A
U91200KA1996PLC020622 Subsidiary
100
2(87)
U93090KA1982PLC021795 Subsidiary
100
2(87)
N/A
N/A
Subsidiary
100
2(87)
Subsidiary
100
2(87)
U72200KA2009PLC051272 Subsidiary
74
2(87)
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
66.67
2(87)
Subsidiary
55
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
83
Annual Report 2017-18 Name of the Company
Address of the Company
CIN/GLN
Sr.
No.
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
35. Wipro Do Brasil
Technologia LTDA
36. Wipro Do Brasil
Sistemetas De
Informatica Ltd
Ave. Pedro Ramírez Vázquez 200-1, 4º Piso Valle
Oriente, Garza García, N.L., México 66269
João Marchesini street, No. 139 - 5th and 6th floor
Post Code: 80215-432 Curitiba/Parana – Brazil
Av. Maria Coelho Aguiar, 215 – Bloco B – 6º. Andar – Jd.
São LuisSão Paulo – SP zip code.: 05804-900, Brazil
37. Wipro Technoligies SA
Carlos Pellegrini, 581 (Piso 7) 1009 Capital Federal,
Buenos Aires – Argentina
38. Wipro Technologies Peru
Av.De la Floresta No. 497, Piso 5, San Borja, Lima, Peru
SAC
39.
InfoSERVER S.A.(g)
40. Wipro Technologies Vz,
C.A
Dr. Yajiro Takaoka 4.348, 8th floor, room 809, Alphaville,
CEP 06541-038, City of Santana do Parniba, Sao
Paulo, Brazil
Av.Blandin, Torre B.O.D. La Castellana.Caracas,
Venezuela.
41. Wipro Technologies W.T
Sociedad Anonima
Escalante, Calle 31, Avenida 13, #2575, 7813-1000
San José, Costa Rica
42. Wipro Technologies Chile
SPA
Andrés Bello 2711, 8th floor, Las Condes, Torre
Costanera,CP 7550611, Santiago, CHILE.
43. Wipro Information
Reichsstrasse 126, 1st floor, 6800 Feldkirch
Technology Austria GmbH
44. Wipro Poland SP z.O.O
45. Wipro IT Services Poland
SP z.O.O
46. Wipro Portugal SA
47. Wipro Technologies SRL
48. Wipro Technologies
Austria GmbH
49. NewLogic Technologies
SARL
Arkonska Business Park, ul. Arkońska 6/A2, 2 Floor,
80-387 Gdansk, Poland
16th Flr, (Millennium Plaza), Al. Jerozolimskie 123a,
Warsaw 02-017, Poland
Rua Engo, Frederico Ulrich, 2650, Edificio Wipro, 4470-
605 Moreira- Maia, Portugal
TRUST CENTER Splaiul Independentei, nr 319C, sector
6, Bucharest, Romania.
Reichsstrasse 126, 1st floor, 6800 Feldkirch
Tour Prisma, 4-6 Avenue d’Alsace 92400 Courbevoie-
Paris la Defense
50. Wipro Technologies
Dusseldorferstr 71B, 40667 Meerbusch, Germany
GmbH
51. Cellent GmbH
Ringtrabe, 70, 70736 Fellbach, Germany
52. Cellent
Schickardstr. 30, 71034 Böblingen, Germany
Mittelstandsberatung
GmbH
53. Cellent GmbH
Lassallestraße 7b,1020 Vienna, Austria
54. Wipro Digital APS
Philip Heymans Alle 7, 2900 Hellerup, Denmark
55. Designit A/S
Bygmestervej 61, 2400 Copenhagen NV, Denmark
56. Designit Denmark A/S
Bygmestervej 61, 2400 Copenhagen NV, Denmark
57. Designit Munich GmbH
Steinerstrasse 15, building F, 81369 Munich
58. Denextep Spain Digital,
C/ Mártires de Alcalá 4, 1º, 28015 Madrid
S.L
59. Designit Colombia S A S Carrera 48 20 114 Oficina 834, Medellin, Antioquia.
Columbia
84
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
49
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)
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
Subsidiary
100
100
2(87)
2(87)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
100
100
100
100
100
100
2(87)
2(87)
2(87)
2(87)
2(87)
2(87)
Subsidiary
100
2(87)
Wipro Limited Name of the Company
Address of the Company
CIN/GLN
Sr.
No.
60. Designit Peru SAC
Av. Benavides 1180, Piso 7, Miraflores-Lima, Peru
61. Designit Oslo A/S
Storgata 53A, 0182 Oslo, Norway
62. Designit Sweden AB
Norra Stationsgatan 99, 11364 Stockholm
63. Designit T.L.V Ltd.
2, Sapir St, Herzeliya Pituach
64. Designit Tokyo Ltd.
The Park Rex Koamicho Bldg 8F, 11-8 Koamicho
Nihombashi Chuo-ku Tokyo 103-0016
65. FRONTWORX
Lassallestraße 7b, 1020 Vienna, Austria
Informationstechnologie
Gmbh
66. Wipro Cyprus Pvt Ltd
Diomidous 10, Alphamega-Akropolis Building, 3rd
Floor, Office 401, 2024 Nicosia, Cyprus
67. Wipro Holdings Hungary
H-1143 Budapest, Stefánia út 101-103, Hungary
Korlátolt Felelősségű
Társaság
68. Wipro Holdings
Investment
Korlátolt Felelősségű
Társaság
69. Wipro Outsourcing
Services (Ireland) Limited
70. Wipro Holdings ( UK)
Limited
71. Wipro Europe Limited
72. Wipro UK Limited
73. Wipro Financial Services
UK Limited
74. Wipro Technologies
South Africa (Proprietary)
Limited
75. Wipro Technologies
Nigeria Limited
76. Wipro Corporate
Technologies Ghana Ltd
77. Wipro (Dalian) Limited
H-1143 Budapest, Stefánia út 101-103, Hungary
Dromore House #rd Floor,Eastpark Business Centre,
Shannon , Co. Clare, Ireland
Devonshire House, 60 Goswell Road, London,EC1M
7AD, United Kingdom
Devonshire House, 60 Goswell Road, London,EC1M
7AD, United Kingdom
Devonshire House, 60 Goswell Road, London,EC1M
7AD, United Kingdom
Devonshire House, 60 Goswell Road, London, United
Kingdom, EC1M 7AD
The Forum, 10 th Floor Office 162 Maude Street,
Sandton, 2198 Johannesburg, South Africa
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, Pin-116034
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Holding/
Subsidiary
/Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Applicable
Section
% of
shares
held
100
100
100
100
100
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)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
78. Wipro Overseas IT
Sarjapur Road, Doddakanelli, Bengaluru - 560035, India U72200KA2015PTC080266 Subsidiary
100
2(87)
Services Private Limited
79. Healthplan Services
3501 E Frontage Rd., Tampa, FL 33607, USA
Insurance Agency, Inc.
80. Healthplan Services, Inc.(h) 3501 E Frontage Rd, Tampa, FL 33607, USA
81. Appirio, Inc.
201 S. Capitol Ave., #1100 Indianapolis, IN 46225, USA
82. Cooper Software, Inc.(i)
83. Appirio, K.K
85 2nd Street, 8th Floor San Francisco, CA 94105,
USA
METLIFE Aoyama Building 8F, 2-11-16, Minami
Aoyama, Minato-ku, Tokyo, Japan
84. Topcoder, Inc.(j)
85. Appirio GmbH
251 Little Falls Drive, Wilmington - 19808-1674
TorstraBe, 138, 10119, Berlin, Germany
86. Appirio Limited
92-93- St. Stephens Green, Dublin-2, Ireland
87. Apprio Limited
88. Appirio Singapore Pte
Ltd.
Longcraft House, 2-8 Victoria Avenue, London,
EC2M4NS, UK
3- Raffles place, #06-01, Bharat Building, Singapore
(048617)
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
100
100
100
2(87)
2(87)
2(87)
Subsidiary
100
2(87)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
100
100
100
100
2(87)
2(87)
2(87)
2(87)
Subsidiary
100
2(87)
85
Annual Report 2017-18 Name of the Company
Address of the Company
CIN/GLN
Sr.
No.
89. Appirio India Cloud
Solutions Private Limited
Fourth floor, tower B-1 evolve Mahindra World City
Jaipur Rajasthan - 302037 India
90. Wipro IT Services
Bangladesh Limited(k)
Grand Delvista, Level-4, Plot 1/A, Road 113, Gulshan
Dhaka, 1212, Bangladesh
91. Wipro SA Broad Based
Ownership Scheme SPV
(RF) (PTY) LTD(l)
92. Drivestream, Inc.
93. Denim Group Limited
The Forum, 10 th Floor Office 162 Maude Street,
Sandton, 2198 Johannesburg, South Africa
45610 Woodland Road, Suite 150 Sterling, VA 20166,
USA
1354 North Loop 1604 E, Suite 110, San Antonio,
Texas 78232
94. Denim Group
Management, LLC
1354 North Loop 1604 E, Suite 110, San Antonio,
Texas 78232
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)
Associate
47.3
2(6)
Associate
33
2(6)
Associate
33.33
2(6)
(a)
(b)
(c)
Wipro Gallagher Solutions, Inc. was converted from a Corporation to a Limited Liability Company with effect from close of business of March 31, 2018.
Infocrossing, Inc. was converted from a Corporation to a Limited Liability Company with effect from close of business of March 31, 2018.
The Company signed a definitive agreement for sale of its data center services business to Ensono Holdings, LLC, including sale of Wipro Data
Centre and Cloud Services, Inc., which is expected to close during the quarter ending June 30, 2018.
(d) Wipro IT Services, Inc. was converted from a Corporation to a Limited Liability Company with effect from close of business of March 31, 2018.
(e)
The Company reduced its shareholding in Wipro Airport IT Services Limited from 74% to 11% on April 5, 2018.
(f) Women’s Business Park Technologies Limited was incorporated on October 26, 2017.
InfoSERVER S.A. was acquired on April 10, 2017.
Healthplan Services Insurance Agency, Inc. was converted from a Corporation to a Limited Liability Company with effect from close of business
of March 31, 2018.
Cooper Software, Inc. was acquired on October 24, 2017.
Topcoder, Inc. was converted from a Corporation to a Limited Liability Company with effect from close of business of March 31, 2018.
Wipro IT Services Bangladesh Limited was incorporated on January 9, 2018.
Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD is incorporated in South Africa and controlled by Wipro Technologies SA Pty Ltd
KI Management Company, LLC was merged with and into Appirio Inc. with effect from May 19, 2017. Therefore, particulars of the entity is not
included in the above list.
Wipro Australia Pty Limited was de-registered with effect from August 9, 2017. Therefore, particulars of the entity is not included in the above list.
Wipro Retail UK Limited has been put into liquidation with effect from October 31, 2017. Therefore, particulars of the entity is not included in the
above list.
Saaspoint, Inc. was liquidated with effect from March 27, 2018. Therefore, particulars of the entity is not included in the above list.
Wipro Holdings (Mauritius) Limited was liquidated with effect from March 19, 2018. Therefore, particulars of the entity is not included in the above
list.
Wipro Technologies Norway AS was de-registered with effect from December 19, 2017. Therefore, particulars of the entity is not included in the
above list.
HPH Holdings Corp. was merged with and into Healthplan Services, Inc. with effect from March 31, 2018.
(g)
(h)
(i)
(j)
(k)
(l)
86
Wipro Limited
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i.
Category-wise Share Holding
Cate-
gory
Code
Category of Shareholder
No. of shares held at the beginning of the year
(April 01, 2017)
No. of shares held at the end of the year
(March 31, 2018)
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)
9,54,19,432
-
1,06,32,953
Financial Institutions / Banks
-
Any Other - Partnership firms
(Promoter in his capacity as
partner of Partnership firms)
Others - Trust
Sub-Total A(1)
FOREIGN
Individuals (NRIs/Foreign
Individuals)
Bodies Corporate
Institutions
Qualified Foreign Investor
Others
Sub-Total A(2) :
Total A=A(1)+A(2) :
PUBLIC SHAREHOLDING
INSTITUTIONS
Mutual Funds /UTI
Financial Institutions /Banks
Central Government / State
Government(s)
Venture Capital Funds
Insurance Companies
1,27,54,82,581
39,90,65,641
1,78,06,00,607
-
-
-
-
-
-
1,78,06,00,607
6,11,63,808
1,51,43,905
-
-
6,39,47,020
Foreign Institutional Investors
24,77,79,877
-
-
-
38,80,34,610
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
(A)
(1)
(a)
(b)
(c)
(d)
(e)
(f)
(2)
(a)
(b)
(c)
(d)
(e)
(B)
(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(2)
(a)
(b)
(c)
(d)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,54,19,432
3.93
19,08,38,864
-
1,06,32,953
-
1,27,54,82,581
39,90,65,641
1,78,06,00,607
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.44
1,67,32,153
-
52.47 2,53,59,65,162
16.42
61,84,61,626
73.25 3,36,19,97,805
-
-
-
-
-
-
1,78,06,00,607
73.25 3,36,19,97,805
6,11,63,808
1,51,43,905
2.52
0.62
10,12,58,173
1,75,00,460
-
-
6,39,47,020
24,77,79,877
-
-
-
38,80,34,610
-
-
2.63
14,25,60,401
10.19
419,150,036
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,31,11,912
2,39,224
3,33,51,136
20,517
11,772
-
-
20,517
11,772
4,84,60,138
9,03,628
4,93,63,766
6,53,83,735
1,96,40,859
8,50,24,594
15.96
68,04,69,070
68,04,69,070
1.37
4,81,47,139
83,230
4,82,30,369
43,869
12,544
-
-
43,869
12,544
2.03
7,62,09,953
10,88,350
7,72,98,303
3.5
14,41,44,215
1,37,89,767
15,79,33,982
-
-
-
Qualified Foreign Investor
-
-
-
Others
19,08,38,864
4.22
0.29
-
16,732,153
-
0.37
-
-
(0.07)
-
-
2,535,965,162
56.06
3.59
618,461,626
3,36,19,97,805
13.67
74.32
(2.75)
1.07
-
-
-
-
-
-
-
-
-
-
-
-
3,36,19,97,805
74.32
10,12,58,173
1,75,00,460
-
-
14,25,60,401
41,91,50,036
-
-
-
-
-
-
-
-
-
-
-
-
-
1.07
(0.28)
(0.23)
0.52
(0.92)
2.24
0.39
3.15
9.27
-
-
-
-
-
-
-
-
15.04
(0.92)
1.07
(0.3)
-
-
1.70
(0.33)
3.49
(0.01)
-
87
Annual Report 2017-18
Cate-
gory
Code
Category of Shareholder
No. of shares held at the beginning of the year
(April 01, 2017)
No. of shares held at the end of the year
(March 31, 2018)
Demat
Physical
Total
% of Total
shares
Demat
Physical
Total
% of Total
shares
NON-RESIDENT INDIANS
82,72,838
21
82,72,859
0.34
IEPF
Foreign Bodies - DR
TRUSTS
-
42,949
(a) Wipro Equity Reward Trust
1,37,28,607
(b) Other Trusts
Non-Executive Directors and
Executive Directors & Relatives
28,20,938
1,867
CLEARING MEMBERS
21,46,392
1,86,42,447
-
-
-
-
-
-
-
-
-
-
-
42,949
1,37,28,607
28,20,938
1,867
21,46,392
1,86,42,447
20,90,745
12,19,549
66,561
0.56
0.12
2,30,97,216
40,47,877
3,734
55,88,859
3,72,84,874
0.09
0.77
8.78
205
2,50,90,950
12,19,549
66,561
2,30,97,216
40,47,877
3,734
55,88,859
3,72,84,874
-
-
-
-
-
-
-
19,26,44,112
2,07,83,732
21,34,27,844
36,49,57,135
1,49,61,552
37,99,18,687
58,06,78,722
2,07,83,732
60,14,62,454
24.74 1,04,42,06,656
1,49,61,552 1,05,91,68,208
2,36,12,79,329
2,07,83,732
2,38,20,63,061
97.99 4,40,74,24,010
1,49,61,552 4,42,23,85,562
FOREIGN NATIONAL
Sub-Total B(2) :
Total B=B(1)+B(2) :
Total (A+B) :
(C)
(1)
(2)
Shares held by custodians, against which Depository Receipts have been issued
Promoter and Promoter Group
-
Public
4,88,37,504
-
-
-
-
-
-
-
4,88,37,504
2.01
10,13,28,388
70,541
10,13,98,929
GRAND TOTAL (A+B+C) :
2,41,01,16,833
2,07,83,732
2,43,09,00,565
100 4,50,87,52,398
1,50,32,093 4,52,37,84,491
ii. Shareholding of Promoters
% Change
during the
year
-
-
0.21
0.03
(0.05)
(0.03)
0.03
0.05
(0.39)
(1.30)
(0.23)
-
-
0.23
-
-
-
0.55
0.03
0.51
0.09
0.12
0.82
8.40
23.44
97.76
2.24
100
Sr.
No.
Shareholder’s Name
Shareholding at the beginning of the year
(April 01, 2017)
Shareholding at the end of the year
(March 31, 2018)
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
1
2
3
4
Azim H Premji
Yasmeen A Premji
Rishad A Premji
Tariq A Premji
9,34,05,100
10,62,666
6,86,666
2,65,000
5 Mr. Azim H Premji Partner
45,29,06,791
representing Prazim Traders
6 Mr. Azim H Premji Partner
representing zash Traders
45,16,19,790
7 Mr. Azim H Premji Partner
37,09,56,000
representing Hasham Traders
8
Azim Premji Philanthropic
Initiatives Private Limited (1)
9 Hasham Investment and
Trading Company Pvt Ltd
10 Azim Premji Trust (2)
TOTAL
1,00,69,955
5,62,998
39,90,65,641
1,78,06,00,607
Note:
3.84
0.04
0.03
0.01
18.63
18.58
15.26
0.42
0.02
16.42
73.25
-
-
-
-
-
-
-
-
-
-
-
18,68,10,200
21,25,332
13,73,332
5,30,000
89,08,13,582
90,32,39,580
74,19,12,000
1,56,06,157
11,25,996
61,84,61,626
3,36,19,97,805
4.13
0.05
0.03
0.01
19.69
19.97
16.40
0.34
0.02
13.67
74.32
-
-
-
-
-
-
-
-
-
-
-
% change in
shareholding
during the
year(3)
0.29
0.01
-
-
1.06
1.39
1.14
(0.08)
-
(3.72)
1.07
(1) Mr. Azim H Premji disclaims beneficial ownership of shares held by Azim Premji Philanthropic Initiatives Private Limited.
(2) Mr. Azim H Premji disclaims beneficial ownership of shares held by Azim Premji Trust.
(3) Percentage change in shareholding of promoters at the end of the year is as a result of reduction of paid-up share capital consequent to buyback and
dilution on account of allotment of equity shares to employees pursuant to exercise of stock options.
88
Wipro Limited
Sr.
No
1
2
3
4
At the beginning of the year (April
01, 2017)
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 H Premji
iii. Change in Promoters’ Shareholding (please specify, if there is no change)
Shareholding at the
beginning of the
year (April 01, 2017)
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(1)
No. of
shares
% of total
shares of the
Company (2)
Detailed below
9,34,05,100
3.84 15/06/2017 Bonus
9,34,05,100
allotment
Yasmeen A Premji
10,62,666
0.04 15/06/2017 Bonus
10,62,666
allotment
Rishad A Premji
6,86,666
0.03 15/06/2017 Bonus
allotment
Tariq A Premji
2,65,000
0.01 15/06/2017 Bonus
6,86,666
2,65,000
5 Mr Azim Hasham Premji Partner
Representing Hasham Traders
6 Mr Azim Hasham Premji Partner
Representing Prazim Traders
37,09,56,000
15.26 15/06/2017 Bonus
37,09,56,000
allotment
45,29,06,791
18.63 15/06/2017 Bonus
45,29,06,791
allotment
-
-
-
-
-
-
7 Mr Azim Hasham Premji Partner
Representing zash Traders
Hasham Investment and Trading
Company Pvt. Ltd.
Azim Premji Trust 39,90,65,641
45,16,19,790
5,62,998
8
9
10 A z i m P re m j i P h i l a n t h ro p i c
Initiatives Private Limited
1,00,69,955
allotment
20/12/2017 Buyback of
(1,50,00,000)
(0.33)
Shares
18.58 15/06/2017 Bonus
allotment
45,16,19,790
0.02 15/06/2017 Bonus
5,62,998
allotment
16.42 15/06/2017 Bonus
39,90,65,641
allotment
-
-
-
20/12/2017 Buyback of
(17,96,69,656)
(3.97)
Shares
0.41 15/06/2017 Bonus
allotment
1,00,69,955
-
20/12/2017 Buyback of
(45,33,753)
(0.10)
Shares
18,68,10,200
21,25,332
13,73,332
5,30,000
4.13
0.05
0.03
0.01
74,19,12,000
16.40
89,08,13,582
19.69
90,32,39,580
11,25,996
19.97
0.02
61,84,61,626
13.67
1,56,06,157
0.34
At the End of the year (March
31, 2018)
3,36,19,97,805
74.32
(1) The issue of bonus equity shares was in the ratio of 1:1. Consequently, there was no change in the percentage shareholding post issue of bonus
equity shares.
(2) Percentage change in shareholding of promoters at the end of the year is as a result of reduction of paid-up share capital consequent to buyback and
dilution on account of allotment of equity shares to employees pursuant to exercise of stock options.
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of ADRs):
For Each of the Top 10 Shareholders
Sl.
No.
Shareholding at the beginning
of the year
Cumulative Shareholding during
the year (2017-18)
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,
2017)
2. D a te w i s e I n c re a s e / D e c re a s e i n
Shareholding during the year specifying
the reasons for increase/decrease (e.g.
allotment/transfer/bonus/sweat equity
etc):
3, At the end of the year (March 31, 2018)
Refer Annexure A
89
Annual Report 2017-18
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, 2017)
Cumulative Shareholding during
the year (2017-18)
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
1, 2017)
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):
3.
At the end of the year (March 31, 2018)
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
Interest due but not paid
ii)
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)
2,269
-
-
2,269
172
1,033
(1)
(862)
1,407
-
-
1,407
60,830
-
93
60,923
85,178
93,871
4,483
(4,210)
56,621
130
-
56,751
-
-
-
-
-
-
-
-
-
-
-
-
63,099
-
93
63,192
85,350
94,904
4,482
(5,072)
58,028
130
-
58,158
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 1.43% to 10.61%.
90
Wipro Limited
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
1. Gross salary
(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.
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
Rishad A Premji(3)
Name of MD/WTD/Manager
Abidali Z
Neemuchwala(1)(2)
0.30
-
-
-
6.29
-
10.20
-
0.93
-
-
-
-
-
-
0.48
0.09
0.87
-
-
4.13
0.55
0.28
5.89
`1,017.47 (being 10% of Net Profits of the Company as
calculated as under Section 198 of the Companies Act, 2013)
-
-
1.71
-
0.03
18.23
(1) Figures mentioned in ` are equivalent to amounts paid in US$
(2) Computation of remuneration to Chief Executive Officer and Executive Director is on an accrual basis and includes
amortisation of ADS Restricted Stock Units (RSUs) granted to him, which vests over a period a time. This also includes
RSUs that vest based on performance parameters the Company.
(3) Computation of remuneration to Executive Director and Chief Strategy Officer includes cash based bonus (part of
his variable pay) on an accrual basis, which is payable over a period of time.
B. Remuneration to Other Directors 2017-18:
(` in Crores)
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
` 101.75 (being 1% of Net Profits of the Company as
calculated as under Section 198 of the Companies Act, 2013).
91
Annual Report 2017-18
C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD
Sl.
no.
1. Gross salary
Particulars of Remuneration
Key Managerial Personnel
(` in Crores)
Chief Financial
Officer(1)
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
2.26
0.00
–
2.18
–
–
–
0.21
4.65
1.15
0.00
–
–
–
–
–
0.06
1.21
(1) Computation of remuneration to Chief Financial Officer is on an accrual basis and includes amortisation of Restricted
Stock Units (RSUs) granted to him, which vests over a period a time. This also includes RSUs that vest based on
performance parameters the Company.
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
There were no penalties, punishment or compounding of offences during the year ended March 31, 2018.
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
92
NIL
NIL
NIL
Wipro Limited
Annexure A
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2017 AND MARCH 31, 2018
(OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs)
Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Shareholder
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
01/04/2017 Opening Balance LIC OF INDIA CHILD FORTUNE PLUS BALANCED
7,54,84,603
3.11
7,54,84,603
FUND
07/04/2017 Purchase
14/04/2017 Purchase
21/04/2017 Purchase
28/04/2017 Purchase
05/05/2017 Purchase
23/06/2017 Purchase -
Bonus Shares
30/06/2017 Purchase
07/07/2017 Purchase
14/07/2017 Purchase
21/07/2017 Purchase
10/11/2017 Sale
17/11/2017 Sale
24/11/2017 Purchase
24/11/2017 Sale
22/12/2017 Sale
26/01/2018 Sale
02/02/2018 Sale
23/02/2018 Sale
02/03/2018 Sale
09/03/2018 Sale
16/03/2018 Sale
31/03/2018 Closing Balance
8,67,401
17,92,934
25,83,150
30,79,859
10,76,657
0.04
0.07
0.11
0.13
0.04
7,63,52,004
7,81,44,938
8,07,28,088
8,38,07,947
8,48,84,604
8,50,72,236
- 16,99,56,840
26,49,166
42,44,407
9,80,000
5,00,000
50,000
7,15,000
0.05 17,26,06,006
0.09 17,68,50,413
0.02 17,78,30,413
0.01 17,83,30,413
0.00 17,82,80,413
0.01 17,75,65,413
1,500
0.00 17,75,66,913
5,95,063
1,08,73,639
31,46,192
14,71,668
16,82,467
23,23,412
17,20,873
6,70,715
0.01 17,69,71,850
0.24 16,60,98,211
0.07 16,29,52,019
0.03 16,14,80,351
0.04 15,97,97,884
0.05 15,74,74,472
0.04 15,57,53,599
0.01 15,50,82,884
0.00 15,50,82,884
2
01/04/2017 Opening Balance ICICI PRUDENTIAL VALUE FUND
4,10,19,758
1.69 4,10,19,758
07/04/2017 Purchase
07/04/2017 Sale
14/04/2017 Purchase
14/04/2017 Sale
21/04/2017 Purchase
28/04/2017 Sale
05/05/2017 Purchase
05/05/2017 Sale
12/05/2017 Purchase
19/05/2017 Purchase
19/05/2017 Sale
26/05/2017 Purchase
26/05/2017 Sale
02/06/2017 Purchase
02/06/2017 Sale
09/06/2017 Sale
16/06/2017 Purchase
16/06/2017 Sale
23/06/2017 Purchase -
Bonus Shares
30/06/2017 Purchase
2,016
1,89,314
1,169
72
1,118
8,34,055
2,80,053
142
510
5,55,209
19,81,961
1,445
5,52,000
0.00 4,10,21,774
0.01 4,08,32,460
0.00 4,08,33,629
0.00 4,08,33,557
0.00 4,08,34,675
0.03 4,00,00,620
0.01 4,02,80,673
0.00 4,02,80,531
0.00 4,02,81,041
0.02 4,08,36,250
0.08 3,88,54,289
0.00 3,88,55,734
0.02 3,83,03,734
687
0.00 3,83,04,421
3,22,147
23,98,793
2,339
2,08,589
0.01 3,79,82,274
0.10 3,55,83,481
0.00 3,55,85,820
0.01 3,53,77,231
3,53,79,187
-
7,07,56,418
2,369
0.00 7,07,58,787
3.11
3.14
3.21
3.32
3.45
3.49
3.49
3.55
3.63
3.65
3.66
3.66
3.65
3.65
3.64
3.67
3.60
3.57
3.53
3.48
3.44
3.43
3.43
1.69
1.69
1.68
1.68
1.68
1.68
1.64
1.66
1.66
1.66
1.68
1.60
1.60
1.57
1.57
1.56
1.46
1.46
1.45
1.45
1.45
93
Annual Report 2017-18
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2017 AND MARCH 31, 2018
(OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs)
Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Shareholder
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
30/06/2017 Sale
07/07/2017 Purchase
07/07/2017 Sale
14/07/2017 Purchase
14/07/2017 Sale
21/07/2017 Purchase
21/07/2017 Sale
28/07/2017 Purchase
28/07/2017 Sale
04/08/2017 Purchase
04/08/2017 Sale
11/08/2017 Purchase
11/08/2017 Sale
18/08/2017 Purchase
18/08/2017 Sale
25/08/2017 Purchase
25/08/2017 Sale
01/09/2017 Purchase
01/09/2017 Sale
08/09/2017 Purchase
08/09/2017 Sale
15/09/2017 Purchase
15/09/2017 Sale
22/09/2017 Purchase
22/09/2017 Sale
29/09/2017 Purchase
29/09/2017 Sale
06/10/2017 Sale
13/10/2017 Purchase
13/10/2017 Sale
20/10/2017 Purchase
20/10/2017 Sale
27/10/2017 Purchase
27/10/2017 Sale
31/10/2017 Purchase
31/10/2017 Sale
03/11/2017 Purchase
03/11/2017 Sale
10/11/2017 Sale
17/11/2017 Purchase
24/11/2017 Purchase
24/11/2017 Sale
01/12/2017 Purchase
08/12/2017 Purchase
08/12/2017 Sale
15/12/2017 Purchase
15/12/2017 Sale
22/12/2017 Purchase
94
494
18,221
0.00 7,07,58,293
0.00 7,07,76,514
1
0.00 7,07,76,513
3,60,000
7,23,658
0.01 7,11,36,513
0.01 7,04,12,855
220
0.00 7,04,13,075
1,62,108
1,026
6,32,021
1,777
622
993
365
3,591
9,50,107
6,239
0.00 7,02,50,967
0.00 7,02,51,993
0.01 6,96,19,972
0.00 6,96,21,749
0.00 6,96,21,127
0.00 6,96,22,120
0.00 6,96,21,755
0.00 6,96,25,346
0.02 6,86,75,239
0.00 6,86,81,478
12,18,669
0.03 6,74,62,809
3,828
0.00 6,74,66,637
27,15,917
0.06 6,47,50,720
674
0.00 6,47,51,394
11,01,298
0.02 6,36,50,096
1,562
0.00 6,36,51,658
55,73,714
0.11 5,80,77,944
1,164
82
11,893
335
18,926
1,848
166
1,656
2,808
24
11,199
318
1,680
138
980
77,455
4,280
3,756
11,022
376
13,047
0.00 5,80,79,108
0.00 5,80,79,026
0.00 5,80,90,919
0.00 5,80,90,584
0.00 5,80,71,658
0.00 5,80,73,506
0.00 5,80,73,340
0.00 5,80,74,996
0.00 5,80,72,188
0.00 5,80,72,212
0.00 5,80,61,013
0.00 5,80,61,331
0.00 5,80,59,651
0.00 5,80,59,789
0.00 5,80,58,809
0.00 5,79,81,354
0.00 5,79,85,634
0.00 5,79,89,390
0.00 5,79,78,368
0.00 5,79,78,744
0.00 5,79,91,791
15,50,400
0.03 5,64,41,391
1,512
1,34,848
98,275
0.00 5,64,42,903
0.00 5,63,08,055
0.00 5,64,06,330
1.45
1.45
1.45
1.46
1.45
1.45
1.44
1.44
1.43
1.43
1.43
1.43
1.43
1.43
1.41
1.41
1.39
1.39
1.33
1.33
1.31
1.31
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.19
1.16
1.16
1.16
1.25
Wipro Limited
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2017 AND MARCH 31, 2018
(OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs)
Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Shareholder
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
22/12/2017 Sale
29/12/2017 Purchase
29/12/2017 Sale
05/01/2018 Purchase
05/01/2018 Sale
12/01/2018 Purchase
12/01/2018 Sale
19/01/2018 Sale
26/01/2018 Purchase
26/01/2018 Sale
02/02/2018 Purchase
02/02/2018 Sale
09/02/2018 Purchase
09/02/2018 Sale
16/02/2018 Purchase
16/02/2018 Sale
23/02/2018 Purchase
23/02/2018 Sale
02/03/2018 Purchase
02/03/2018 Sale
09/03/2018 Purchase
16/03/2018 Purchase
23/03/2018 Purchase
23/03/2018 Sale
30/03/2018 Purchase
31/03/2018 Closing Balance
1,30,46,267
0.29 4,33,60,063
156
56,245
267
0.00 4,33,60,219
0.00 4,33,03,974
0.00 4,33,04,241
1,59,251
0.00 4,31,44,990
5,742
76
38,048
170
35,183
694
0.00 4,31,50,732
0.00 4,31,50,656
0.00 4,31,12,608
0.00 4,31,12,778
0.00 4,30,77,595
0.00 4,30,78,289
12,90,475
0.03 4,17,87,814
2,062
296
0.00 4,17,89,876
0.00 4,17,89,580
74,36,131
0.16 4,92,25,711
1,258
0.00 4,92,24,453
25,55,400
0.06 5,17,79,853
6,450
0.00 5,17,73,403
63,10,410
0.14 5,80,83,813
3,435
0.00 5,80,80,378
88,82,145
39,48,821
0.20 6,69,62,523
0.09 7,09,11,344
2,752
0.00 7,09,14,096
5,32,077
28,70,902
0.01 7,03,82,019
0.06 7,32,52,921
7,32,52,921
3
01/04/2017 Opening Balance FIRST STATE INVESTMENTS ICVC- STEWART
3,08,01,733
1.27 3,08,01,733
23/06/2017 Purchase -
Bonus Shares
INVESTORS AS
22/12/2017 Sale
26/01/2018 Sale
02/02/2018 Sale
09/02/2018 Sale
16/02/2018 Sale
23/02/2018 Sale
02/03/2018 Sale
09/03/2018 Sale
31/03/2018 Closing Balance
4
01/04/2017 Opening Balance ABDULREHMAN HAJI EBRAHIM COCHINWALA
(Shares in the custody of custodian of enemy
property)
23/06/2017 Purchase -
Bonus Shares
31/03/2018 Closing Balance
5
01/04/2017 Opening Balance ALCO COMPANY PRIVATE LIMITED
23/06/2017 Purchase -
Bonus Shares
22/12/2017 Sale
31/03/2018 Closing Balance
3,08,01,733
-
6,16,03,466
37,55,933
18,89,604
28,40,045
29,47,318
58,25,232
58,94,604
71,40,592
0.08 5,78,47,533
0.04 5,59,57,929
0.06 5,31,17,884
0.07 5,01,70,566
0.13 4,43,45,334
0.13 3,84,50,730
0.16 3,13,10,138
1,27,90,934
0.28 1,85,19,204
1,72,21,818
0.71
1,72,21,818
1,85,19,204
1,72,21,818
-
3,44,43,636
1,67,00,000
1,67,00,000
3,44,43,636
0.69 1,67,00,000
-
3,34,00,000
20,00,000
0.04 3,14,00,000
3,14,00,000
0.96
0.96
0.96
0.96
0.95
0.95
0.95
0.95
0.95
0.95
0.95
0.92
0.92
0.92
1.09
1.09
1.14
1.14
1.28
1.28
1.48
1.57
1.57
1.56
1.62
1.62
1.27
1.27
1.28
1.24
1.17
1.11
0.98
0.85
0.69
0.41
0.41
0.71
0.71
0.76
0.69
0.69
0.69
0.69
95
Annual Report 2017-18
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2017 AND MARCH 31, 2018
(OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs)
Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Shareholder
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
6
01/04/2017 Opening Balance WIPRO EQUITY REWARD TRUST (ESOP Trust)
1,37,28,607
0.56 1,37,28,607
01/04/2017
to
22/06/2017
Transfer of
shares pursuant
to exercise of
vested stock
options
23/06/2017 Purchase-
24/06/2017
to
31/03/2018
Bonus Shares
Transfer of
shares pursuant
to exercise of
vested stock
options
31/03/2018 Closing Balance
7
01/04/2017 Opening
Balance
07/04/2017 Purchase
14/04/2017 Purchase
21/04/2017 Purchase
28/04/2017 Purchase
05/05/2017 Purchase
09/06/2017 Purchase
23/06/2017 Purchase-
Bonus Shares
04/08/2017 Sale
11/08/2017 Sale
06/10/2017 Sale
13/10/2017 Sale
20/10/2017 Sale
27/10/2017 Sale
22/12/2017 Sale
12/01/2018 Sale
26/01/2018 Sale
23/02/2018 Sale
02/03/2018 Purchase
09/03/2018 Purchase
31/03/2018 Closing Balance
8,223
0 1,37,20,384
1,37,20,384
-
2,74,40,768
43,43,552
0.05 2,30,97,216
T. ROWE PRICE INTERNATIONAL STOCK FUND
50,62,455
0.21
50,62,455
0 2,30,97,216
64,274
11,81,714
6,98,802
9,65,851
7,09,546
36,002
0.00
0.05
0.03
0.04
0.03
0.00
51,26,729
63,08,443
70,07,245
79,73,096
86,82,642
87,18,644
87,18,644
-
1,74,37,288
83,422
4,28,631
92,489
50,655
3,53,206
60,213
35,14,235
38,742
36,759
40,676
3,45,156
1,14,975
0.00 1,73,53,866
0.01 1,69,25,235
0.00 1,68,32,746
0.00 1,67,82,091
0.01 1,64,28,885
0.00 1,63,68,672
0.08 1,28,54,437
0.00 1,28,15,695
0.00 1,27,78,936
0.00 1,27,38,260
0.01 1,30,83,416
0.00 1,31,98,391
1,31,98,391
8
01/04/2017 Opening
Balance
PINEBRIDGE INVESTMENTS GI MAURITIUS
LIMITED
1,23,70,672
0.51 1,23,70,672
23/06/2017 Purchase-
Bonus Shares
18/08/2017 Sale
25/08/2017 Sale
22/12/2017 Sale
02/02/2018 Sale
09/02/2018 Sale
23/02/2018 Sale
02/03/2018 Sale
31/03/2018 Closing Balance
9
01/04/2017 Opening
Balance
07/04/2017 Purchase
96
1,23,70,672
-
2,47,41,344
7,12,119
15,00,000
50,71,619
13,11,122
4,01,628
2,00,000
13,00,000
0.01 2,40,29,225
0.03 2,25,29,225
0.11 1,74,57,606
0.03 1,61,46,484
0.01 1,57,44,856
0.00 1,55,44,856
0.03 1,42,44,856
1,42,44,856
SBI - ETI SENSEX
41,90,254
0.17
41,90,254
2,90,382
0.01
44,80,636
0.56
0.56
0.56
0.51
0.51
0.21
0.21
0.26
0.29
0.33
0.36
0.36
0.36
0.36
0.35
0.35
0.34
0.34
0.34
0.28
0.28
0.28
0.28
0.29
0.29
0.29
0.51
0.51
0.49
0.46
0.39
0.36
0.35
0.34
0.31
0.31
0.17
0.18
Wipro Limited
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2017 AND MARCH 31, 2018
(OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs)
Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Shareholder
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
07/04/2017 Sale
14/04/2017 Purchase
21/04/2017 Purchase
28/04/2017 Purchase
28/04/2017 Sale
05/05/2017 Purchase
12/05/2017 Purchase
12/05/2017 Sale
19/05/2017 Purchase
19/05/2017 Sale
26/05/2017 Purchase
26/05/2017 Sale
02/06/2017 Purchase
02/06/2017 Sale
09/06/2017 Purchase
09/06/2017 Sale
16/06/2017 Purchase
23/06/2017 Purchase-
Bonus Shares
30/06/2017 Purchase
07/07/2017 Purchase
07/07/2017 Sale
14/07/2017 Purchase
14/07/2017 Sale
21/07/2017 Purchase
21/07/2017 Sale
28/07/2017 Purchase
28/07/2017 Sale
04/08/2017 Purchase
11/08/2017 Purchase
11/08/2017 Sale
18/08/2017 Purchase
25/08/2017 Purchase
01/09/2017 Purchase
08/09/2017 Purchase
15/09/2017 Purchase
22/09/2017 Purchase
22/09/2017 Sale
29/09/2017 Purchase
29/09/2017 Sale
06/10/2017 Purchase
06/10/2017 Sale
13/10/2017 Purchase
20/10/2017 Purchase
20/10/2017 Sale
27/10/2017 Purchase
27/10/2017 Sale
31/10/2017 Purchase
3,169
67,566
67,417
9,885
4,43,878
3,34,342
33,171
1,033
38,970
1,947
19,744
1,588
1,86,399
784
39,885
1,499
73,558
0.00
0.00
0.00
0.00
0.02
0.01
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.00
0.00
0.00
0.00
44,77,467
45,45,033
46,12,450
46,22,335
41,78,457
45,12,799
45,45,970
45,44,937
45,83,907
45,81,960
46,01,704
46,00,116
47,86,515
47,85,731
48,25,616
48,24,117
48,97,675
48,20,701
-
97,18,376
82,364
96,136
15,178
84,383
15,293
76,702
13,661
1,74,670
3,422
1,83,468
1,63,951
2,960
1,10,737
1,34,218
1,24,130
1,34,740
1,07,943
25,183
1,50,675
46,839
1,62,708
1,88,252
24,916
69,853
34,719
3,69,312
51,754
5,32,104
11,906
0.00
0.00
0.00
0.00
0.00
98,00,740
98,96,876
98,81,698
99,66,081
99,50,788
0.00 1,00,27,490
0.00 1,00,13,829
0.00 1,01,88,499
0.00 1,01,85,077
0.00 1,03,68,545
0.00 1,05,32,496
0.00 1,05,29,536
0.00 1,06,40,273
0.00 1,07,74,491
0.00 1,08,98,621
0.00 1,10,33,361
0.00 1,11,41,304
0.00 1,11,66,487
0.00 1,10,15,812
0.00 1,10,62,651
0.00 1,08,99,943
0.00 1,10,88,195
0.00 1,10,63,279
0.00 1,11,33,132
0.00 1,11,67,851
0.01 1,07,98,539
0.00 1,08,50,293
0.01 1,03,18,189
0.00 1,03,30,095
0.18
0.19
0.19
0.19
0.17
0.19
0.19
0.19
0.19
0.19
0.19
0.19
0.20
0.20
0.20
0.20
0.20
0.20
0.20
0.20
0.20
0.20
0.20
0.21
0.21
0.21
0.21
0.21
0.22
0.22
0.22
0.22
0.22
0.23
0.23
0.23
0.23
0.23
0.22
0.23
0.23
0.23
0.23
0.22
0.22
0.21
0.21
97
Annual Report 2017-18
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2017 AND MARCH 31, 2018
(OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs)
Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Shareholder
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
31/10/2017 Sale
03/11/2017 Purchase
10/11/2017 Purchase
10/11/2017 Sale
17/11/2017 Purchase
24/11/2017 Purchase
24/11/2017 Sale
01/12/2017 Purchase
01/12/2017 Sale
08/12/2017 Purchase
15/12/2017 Purchase
15/12/2017 Sale
22/12/2017 Purchase
22/12/2017 Sale
29/12/2017 Purchase
29/12/2017 Sale
05/01/2018 Purchase
12/01/2018 Purchase
12/01/2018 Sale
19/01/2018 Sale
26/01/2018 Purchase
26/01/2018 Sale
02/02/2018 Purchase
02/02/2018 Sale
09/02/2018 Purchase
09/02/2018 Sale
16/02/2018 Purchase
16/02/2018 Sale
23/02/2018 Purchase
23/02/2018 Sale
02/03/2018 Purchase
02/03/2018 Sale
09/03/2018 Purchase
16/03/2018 Purchase
23/03/2018 Purchase
30/03/2018 Purchase
31/03/2018 Closing Balance
10 01/04/2017 Opening
Balance
23/06/2017 Purchase-
Bonus Shares
31/03/2018 Closing Balance
1,562
9,13,795
15,580
7,680
28,658
0.00 1,03,28,533
0.02 1,12,42,328
0.00 1,12,57,908
0.00 1,12,50,228
0.00 1,12,78,886
1,45,368
0.00 1,14,24,254
1,562
42,402
7,71,217
5,98,122
47,206
4,58,326
1,23,984
56,354
1,27,534
0.00 1,14,22,692
0.00 1,14,65,094
0.02 1,06,93,877
0.01 1,12,91,999
0.00 1,13,39,205
0.01 1,08,80,879
0.00 1,10,04,863
0.00 1,09,48,509
0.00 1,10,76,043
370
0.00 1,10,75,673
12,90,303
0.03 1,23,65,976
8,012
0.00 1,23,73,988
9,01,185
13,98,666
59,423
9,92,605
6,28,521
71,714
821
1,24,158
1,09,488
935
362
23,302
17,11,899
2,665
1,98,481
2,32,141
2,40,489
2,24,472
0.02 1,14,72,803
0.03 1,00,74,137
0.00 1,01,33,560
0.02
0.01
0.00
0.00
0.00
0.00
0.00
0.00
0.00
91,40,955
97,69,476
96,97,762
96,98,583
95,74,425
96,83,913
96,82,978
96,83,340
96,60,038
0.04 1,13,71,937
0.00 1,13,69,272
0.00 1,15,67,753
0.01 1,17,99,894
0.01 1,20,40,383
0.00 1,22,64,855
1,22,64,855
CHANDRAKUWARBA K VANSIA
85,72,250
0.35
85,72,250
85,72,250
-
1,71,44,500
1,71,44,500
0.38 1,71,44,500
0.21
0.23
0.23
0.23
0.23
0.23
0.23
0.24
0.22
0.23
0.23
0.22
0.24
0.24
0.24
0.24
0.27
0.27
0.25
0.22
0.22
0.20
0.22
0.21
0.21
0.21
0.21
0.21
0.21
0.21
0.25
0.25
0.26
0.26
0.27
0.27
0.27
0.35
0.35
0.38
Opening Balance denotes: As on April 01, 2017
Closing Balance denotes: As on March 31, 2018
98
Wipro Limited
Annexure B
Shareholding of Directors and Key Managerial Personnel
Name
Shareholding at the
beginning of the year April
01, 2017
Cumulative Shareholding
of the year (2017-18)
No. of
Shares
% of total
shares
of the
Company(1)
No. of
Shares
% of total
shares
of the
Company(2)
Azim H Premji@
Executive Chairman & Managing
Director
Rishad A Premji
Executive Director and Chief
Strategy Officer
Ashok S Ganguly
Independent Director
N Vaghul
Independent Director
William A Owens
Independent Director
Abidali z Neemuchwala
Chief Executive Officer and
Executive Director
M K Sharma
Independent Director
Ireena Vittal
Independent Director
Patrick J Ennis
Independent Director
Patrick Dupuis
Independent Director
Opening Balance - 01/04/2017
9,54,19,432
3.93
-
Bonus Allotment - 15/06/2017
Closing Balance - 31/03/2018
9,54,19,432
19,08,38,864
-
19,08,38,864
4.22 19,08,38,864
Opening Balance - 01/04/2017
6,86,666
Bonus Allotment - 15/06/2017
Closing Balance - 31/03/2018
6,86,666
13,73,332
Opening Balance - 01/04/2017
Bonus Allotment - 15/06/2017
Closing Balance - 31/03/2018
1,867
1,867
3,734
0.03
0.00
0.03
0.00
0.00
0.00
Opening Balance - 01/04/2017
Purchase/Sales
Closing Balance - 31/03/2018
Opening Balance - 01/04/2017
Purchase/Sales
Closing Balance - 31/03/2018
Opening Balance - 01/04/2017
Purchase* - 07/07/2017 (ESOP)
Closing Balance - 31/03/2018
Opening Balance - 01/04/2017
Purchase/Sales
Closing Balance - 31/03/2018
Opening Balance - 01/04/2017
Purchase/Sales
Closing Balance - 31/03/2018
Opening Balance - 01/04/2017
Purchase/Sales
Closing Balance - 31/03/2018
Opening Balance - 01/04/2017
Purchase/Sales
Closing Balance - 31/03/2018
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,73,332
13,73,332
3,734
3,734
-
-
-
-
-
-
-
-
1,60,000
1,60,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3.93
4.22
0.01
0.03
0.00
0.00
0.00
0.00
99
Annual Report 2017-18
Name
Jatin Pravinchandra Dalal^
Chief Financial Officer
M Sanaulla Khan
Company Secretary
Shareholding at the
beginning of the year April
01, 2017
Cumulative Shareholding
of the year (2017-18)
No. of
Shares
% of total
shares
of the
Company(1)
No. of
Shares
% of total
shares
of the
Company(2)
Opening Balance - 1/04/2017
Purchase - 19/05/2017 (ESOP)
Bonus Allotment - 15/06/2017
Sale - 26/07/2017
Purchase - 04/08/2017 (ESOP)
Sale/Transfer - 16/08/2017
Buyback - 20/12/2017
Closing Balance - 31/03/2018
Opening Balance - 01/04/2017
Purchase/Sales
Closing Balance - 31/03/2018
1,775
40,000
41,775
80,000
60,000
55,000
1,874
6,676
-
-
-
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
-
-
-
1,775
41,775
83,550
3,550
63,550
8,550
6,676
6,676
-
-
-
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
-
-
-
@ includes equity shares held jointly by Mr. Azim H Premji and members of his immediate family.
* represents ADS having underlying equity shares, acquired pursuant to exercise of stock options.
^ includes equity shares held jointly by Mr. Jatin Pravinchandra Dalal and a member of his immediate family.
(1) The issue of bonus equity shares was in the ratio of 1:1. Consequently, there was no change in the percentage shareholding post
issue of bonus equity shares.
(2) Percentage change in shareholding at the end of the year is as a result of reduction of paid-up share capital consequent to buyback
and dilution on account of allotment of equity shares to employees pursuant to exercise of stock options.
Annexure C
Remuneration to other Directors 2017-18:
(` in Crores)^
Particulars of
Remuneration
Independent Directors
Fee for attending board and
committee meetings
Name of Independent Directors
Mr. N
Vaghul
Dr. Ashok
Ganguly
Mr. M K
Sharma
Mr.
William A
Owens*
Ms. Ireena
Vittal
Mr.
Patrick
Dupuis*
Dr. Patrick J
Ennis*
0.05
0.04
0.05
0.04
0.03
0.04
0.04
Commission
0.75
0.61
0.60
2.06
0.60
1.62
1.62
Others, please specify
TOTAL
0.80
0.65
0.65
2.10
0.63
1.66
1.66
* Figure mentioned are rupee equivalent as amount paid in USD
^ Figures rounded off to two decimals
Apart from Independent Directors as detailed above, the Company does not have any other Non-Executive Directors.
100
Wipro Limited
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. Shareholders
T h e C o m p a n i e s Act , 2 0 1 3 , S e c u r i t i e s a n d
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and NYSE Listed Company
Manual prescribe the governance mechanism by
shareholders in terms of passing of ordinary and
special resolutions, voting rights, participation in the
corporate actions such as bonus, buyback of shares,
declaration of dividend, etc. Your Company follows
a robust process to ensure that the shareholders of
the Company are well informed of Board decisions
both on financial and non-financial information and
adequate notice with a detailed explanation is sent to
the shareholders well in advance to obtain necessary
approvals.
III. Board of Directors
Composition of Board
As at March 31, 2018, our Board had seven Non-
Executive Directors and three Executive Directors.
Out of the three Executive Directors, the Executive
Chairman and Managing Director and Executive
Director and Chief Strategy Officer are Promoter
Directors. The Chief Executive Officer (CEO) and
Executive Director is a professional CEO who 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
101
Annual Report 2017-18
Companies Act, 2013, the Listing Regulations and the
New York Stock Exchange Listed Company manual.
Details of attendance of Directors at the Board
Meetings during the year 2017-18 is provided below:
The Board is well diversified and consists of one
Woman Independent Director and three Directors who
are foreign nationals. The profiles of our Directors are
available on our website at https://www.wipro.com/
leadership.
Information Flow to the Board Members
Information is provided to the Board Members on
a continuous basis for their review, inputs and
approval from time to time. More specifically, we
present our annual Strategic Plan and Operating
Plans of our business to the Board for their review,
inputs and approval. Likewise, our quarterly financial
statements and annual financial statements are first
presented to the Audit Committee and subsequently
to the Board of Directors for their approval. In
addition, specific cases of acquisitions, important
managerial decisions, material positive/negative
developments and statutory matters are presented
to the respective Committees of the Board and later
with the recommendation of 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.
Once approved by the Board Governance, Nomination
and Compensation Committee, the schedule of the
Board meetings and Board Committee meetings is
communicated in advance to the Directors to enable
them to 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
2017-18 on April 24-25, 2017, June 2, 2017, July 19-
20, 2017, October 16-17, 2017 and January 18-19,
2018. The necessary quorum was present for all the
meetings. The maximum interval between any two
meetings did not exceed 120 days.
102
Name
Designation
Number of
Board Meetings
attended
5
5
5
4(1)
Mr. N Vaghul
Mr. M K Sharma
Ms. Ireena Vittal
Mr. Azim H Premji
Mr. Rishad A
Premji
Mr. Abidali Z
Neemuchwala
Executive
Chairman and
Managing Director
Chief Executive
Officer and
Executive Director
Executive Director
and Chief Strategy
Officer
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
(1) Ms. Ireena Vittal, Dr. Ashok S Ganguly, Mr. Abidali Z
Neemuchwala, Mr. William Arthur Owens, Mr. Patrick
Dupuis and Dr. Patrick J Ennis did not attend the Board
Meeting held on June 2, 2017.
Mr. William Arthur
Owens
Dr. Patrick J Ennis
Mr. Patrick Dupuis
Dr. Ashok S Ganguly
3(1)(2)
4(1)
4(1)
4(1)
4(1)
5
(2) Ms. Ireena Vittal did not attend the Board Meeting held over
October 16-17, 2017. Ms. Vittal participated in the Board
Meeting over telephone and attendance of the same is not
included in the above table.
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 at https://www.
wipro.com/corporate-governance.
Appointment of Directors
As per the provisions of the Companies Act, 2013,
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.
Wipro Limited
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
https://www.wipro.com/corporate-governance.
Details of Directors proposed for re-appointment at
the ensuing Annual General Meeting is provided at
page 60 of the Board’s Report and in Annexure A to
the notice convening the 72nd Annual General Meeting
(AGM).
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, Financial
Analysis, 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 about the independence
of the Directors vis-à-vis the Company 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 Executive Chairman and Managing Director,
Chief Executive Officer, Chief Strategy Officer, Chief
Operating Officer, Chief Financial Officer, Head
of Human Resources, 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 https://www.
wipro.com/corporate-governance.
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.
Some of our Board members also participated in our
executive customer event WINNOVATE held in San
Francisco on May 14 and 15, 2018 for deliberations on
topics of current relevance, learning and sharing the
ideas of the future perspectives on what is happening
across industries in the context of technology,
leadership and business strategy. Discussions were
also held on digital transformation, cybersecurity,
emerging technologies, talent transformation, start-
up culture, open innovation strategies, and more.
Board Evaluation
Details of methodology adopted for Board evaluation
have been provided at page 61 of the Board’s Report.
103
Annual Report 2017-18
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 or
Committee 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 Executive
Chairman and Managing Director, Executive Directors,
Senior Management Employees and Key Managerial
Personnel, the Board Governance, Nomination and
Compensation Committee and the Board shall
ensure/consider 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 Key Managerial
Personnel 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
Executive Chairman and Managing Director, other
Executive Directors, Senior Management and Key
Managerial Personnel. The payment of remuneration
to the Executive Directors is approved by the
Board and Members. Prior approval of Members
is also obtained in case of remuneration to Non-
Executive Directors. There has been no change in the
remuneration policy during the financial year.
Details of Remuneration to Directors
Details of remuneration paid to the Directors for the
services rendered and stock options granted during the
financial year 2017-18 are given below. No stock options
were granted to any of the Independent Directors and
Promoter Directors during the year 2017-18.
(Figures In `)
Patrick J
Ennis*
None
Patrick
Dupuis*
None
Azim H Premji
Abidali Z
Neemuchwala^*
Rishad A
Premji**
N Vaghul
Dr. Ashok S
Ganguly
William Arthur
Owens*
M K Sharma
Ireena Vittal
Relationship
with directors
Father of
Rishad A Premji
None
Son of Azim H
Premji
None
None
None
None
None
Salary
Allowances
Commission/
Incentives/
Variable Pay
Other annual
compensation
Retirals
Sitting fees
TOTAL
Grant of ADS
Restricted
Stock Units
30,00,000
13,10,184
6,29,56,357
-
93,33,330
53,52,168
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,70,73,730
4,13,55,804
75,06,250
61,20,833
2,06,23,593
59,89,583
59,89,583
1,62,04,251
1,62,04,251
35,66,521
10,20,02,303
99,202
8,85,000
3,12,528
27,53,332
-
-
-
-
-
-
-
5,00,000
4,00,000
-
-
4,00,000
-
-
-
-
-
-
-
-
5,00,000
3,00,000
4,00,000
4,00,000
87,61,705
18,23,44,918
5,88,93,836
80,06,250
65,20,833
2,10,23,593
64,89,583
62,89,583
1,66,04,251
1,66,04,251
-
5,00,000***
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Notice period
Up to 180 days
Up to 180 days Up to 180 days
*
**
Figures mentioned in ` are equivalent to amounts paid in US$
Computation of remuneration to Executive Director and Chief Strategy Officer includes cash based bonus (part of his variable pay) on an accrual
basis, which is payable over a period of time.
*** The ADS Restricted Stock Units (RSUs) granted to Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director, will vest as per the
vesting pattern approved by the Board Governance, Nomination and Compensation Committee. The expiration of these grants are as under:
For 2,00,000 ADS RSUs - January, 2021
For 3,00,000 ADS RSUs - September, 2022
Computation of remuneration to Chief Executive Officer and Executive Director is on an accrual basis and includes amortisation of ADS Restricted
Stock Units (RSUs) granted to him, which vests over a period a time. This also includes RSUs that vest based on performance parameters the Company.
^
104
Wipro Limited
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, provident fund and gratuity
which are offered to all 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, if the agreement is terminated by
the Company, the Company is required to pay
Mr. Neemuchwala severance pay equivalent of 12
months’ base pay.
We also indemnify our Directors and Officers for
claims brought under any rule of law to the fullest
extent permitted by applicable law. Among other
things, we agree to indemnify our Directors and
Officers for certain expenses, judgments, fines and
settlement amounts incurred by any such person in
any action or proceeding, including any action by or in
the right of the Company, arising out of such person’s
services as our Director or Officer. The Company also
has a Director’s and Officer’s liability insurance which
covers all Directors and Officers for liability arising
out of fiduciary acts.
Key Information pertaining to Directors as on March 31, 2018 is given below:
Directorship
in other
companies1
Chairmanship
in
Committees
of Board
of other
Companies2
Membership
in
Committees
of Board
of other
Companies2
Attendance
at the last
AGM held
on July 19,
2017
No. of shares
held as on
March 31,
2018
Director
Identification
Number
Other Listed
Companies where
the Director is
appointed as
Independent
Director
Sl.
No.
Name of the
Director
Designation
Date of initial
appointment
Date of
appointment
as
Independent
Director
under
Companies
Act, 2013 and
SEBI Listing
Regulations
(first term)#
1
Azim H Premji
2
Abidali Z
Neemuchwala
01-Sep-1968
01-Feb-2016
Chairman and
Managing
Director
(designated
as ‘Executive
Chairman’)
Chief Executive
Officer and
Executive
Director
3
Rishad A Premji Executive
01-May-2015
-
-
-
4
N Vaghul
5
Dr. Ashok S
Ganguly
William Arthur
Owens
7 M K Sharma
6
Director and
Chief Strategy
Officer
Independent
Director
Independent
Director
Independent
Director
Independent
Director
09-Jun-1997
23-Jul-2014
01-Jan-1999
23-Jul-2014
01-Jul-2006
23-Jul-2014
01-Jul-2011
23-Jul-2014
10
12
-
3
6
1
-
-
-
-
2
-
-
2
-
-
-
1
-
-
1
Yes
19,08,38,864@
00234280
Yes
1,60,0003
02478060
Yes
13,73,332
02983899
-
-
-
Yes
-
00002014 1. Apollo Hospitals
Yes
Yes
Yes
3,734
00010812
00422976
-
-
Enterprises
Limited
2. Piramal
Enterprises
Limited
-
-
00327684 1. ICICI Bank Limited
2. Asian Paints
Limited
3. U n i t e d S p i r i t s
Limited
105
Annual Report 2017-18
Sl.
No.
Name of the
Director
Designation
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
Companies2
Membership
in
Committees
of Board
of other
Companies2
Attendance
at the last
AGM held
on July 19,
2017
No. of shares
held as on
March 31,
2018
Director
Identification
Number
Other Listed
Companies where
the Director is
appointed as
Independent
Director
8
Ireena Vittal4
Independent
Director
01-Oct-2013
23-Jul-2014
8*
9
Patrick J Ennis
10 Patrick Dupuis
Independent
Director
Independent
Director
01-Apr-2016
01-Apr-2016
01-Apr-2016
01-Apr-2016
-
-
-
-
-
5
Yes
-
05195656
1. The Indian Hotels
Company Limited
2. Godrej Consumer
Products Limited
3. T i t a n C o m p a n y
Limited
4. T a t a G l o b a l
Beverages Limited
5. Cipla Limited
-
-
Yes
Yes
-
-
07463299
07480046
-
-
1 This does not include position in foreign companies and position as an advisory board member but includes position in private companies and
companies under Section 8 of the Companies Act, 2013.
2 In accordance with regulation 26 of the Listing Regulations, Membership/Chairmanship of only Audit Committees and Stakeholders’ Relationship
Committees in all public limited companies have been considered.
3 Holds 1,60,000 ADS having underlying equity shares.
4 Ms. Ireena Vittal’s current term expires on September 30, 2018. The Board of Directors has approved her re-appointment as an Independent Director
for a further period of 5 years, which is subject to approval of the Members at the 72nd Annual General Meeting.
@ includes shares held jointly with immediate family members.
* Ceased to be Director in one company with effect from April 23, 2018.
# At the 70th Annual General Meeting, Mr. N Vaghul, Dr. Ashok S 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 S Ganguly - From August 1, 2016 to July 31, 2019
Mr. M K Sharma - From July 1, 2016 to June 30, 2021
At the 71st Annual General Meeting, Mr. William Arthur Owens was re-appointed as Independent Director for a second term from August 1, 2017 to
July 31, 2022.
Succession Planning
IV. Committees of Board
We have an effective mechanism for succession
planning which focuses on orderly succession of
Directors, including Executive Directors and other
senior management team 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
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.
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.
During the financial year, the Board has accepted
the recommendations of Committees on matters
where such a recommendation is mandatorily
required. There have been no instances where such
recommendations have not been considered.
We have four sub-committees of the Board as at
March 31, 2018.
•
•
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
106
Wipro Limited
•
•
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.
C o m p l i a n c e w i t h l e g a l a n d s t a t u t o r y
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 19, 2017. The detailed charter
of the Committee is posted on our website and
available at https://www.wipro.com/corporate-
governance. 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 six
times during the financial year 2017-18 on April 24,
2017, June 2, 2017, July 19, 2017, October 16, 2017,
January 18, 2018 and March 2, 2018. Composition
of the Audit, Risk and Compliance Committee and
details of attendance of members at its meetings
during the year 2017-18 are given below:
Name
Position
Number of
meetings attended
Mr. N Vaghul
Chairman
Mr. M K Sharma Member
Ms. Ireena Vittal Member
6
6
3*
* Ms. Ireena Vittal was not present at the meeting held
on June 2, 2017, October 16, 2017 and March 2, 2018.
Ms. Ireena Vittal participated over video conferencing
in meeting held on March 2, 2018 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 and implementing policies and
process relating to the same.
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.
107
Annual Report 2017-18
•
•
Approving and evaluating the compensation
plans, policies and programs for full-time
Directors and senior management, and
Acting as Administrator of the Company’s
Employee Stock Option Plans and Employee
Stock Purchase Plans drawn up from time to time.
The detailed charter of Board Governance, Nomination
and Compensation Committee is posted on our
website and is available at https://www.wipro.com/
corporate-governance.
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 and the Directors individually as well as
the evaluation of the working of its Board Governance,
Nomination and Compensation Committee and other
committees.
The Board Governance, Nomination and Compensation
Committee met four times during the year 2017-
18 on April 24, 2017, July 19, 2017, October 16,
2017 and January 18, 2018. Composition of the
Board Governance, Nomination and Compensation
Committee and details of attendance of members at
its meetings during the year 2017-18 are 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.
108
• 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.
The Strategy Committee met three times during the
financial year 2017-18 on July 19, 2017, October
17, 2017 and January 18, 2018. 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 2017-18 are given below:
Name
Position
Chairman
Member
Mr. William
Arthur Owens
Mr. Azim H
Premji
Ms. Ireena Vittal Member
Dr. Patrick J Ennis Member
Member
Mr. Patrick
Dupuis
Mr Abidali Z
Neemuchwala
Mr Rishad A
Premji
Member
Member
Number of
meetings attended
3
3
1*
3
3
3
3
* Ms. Ireena Vittal became a member of the Strategy
Committee on October 17, 2017.
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 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.
Wipro Limited
Mr. M K Sharma, Independent Director, is the
Chairman of the Administrative and Shareholders/
Investors Grievance Committee.
The Administrative and Shareholders/Investors
Grievance Committee met four times during the year
2017-18 on April 24, 2017, July 19, 2017, October
16, 2017 and January 18, 2018. 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 2017-18 are given below:
Name
Position
Number of
meetings attended
Mr. M K Sharma
Chairman
Ms. Ireena Vittal Member
Mr. Rishad A
Premji
Member
4
3*
3^
* Ms. Ireena Vittal was not present at the meeting
held on October 16, 2017.
^ Mr. Rishad A Premji was not present at the meeting
held on April 24, 2017.
Status Report of investor queries and complaints
for the period from April 1, 2017 to March 31, 2018 is
given below:
Sl.
No.
1.
2.
3.
4.
Particulars
No. of
Complaints
Investor complaints pending at
the beginning of the year
NIL
Investor complaints received
during the year
Investor complaints disposed of
during the year
2,380*
2,380*
Investor complaints remaining
unresolved at the end of the year
NIL
* This includes 1,771 investor complaints/queries
received on Buyback of equity shares.
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.
V. Governance Through Management process
Code of Business Conduct
In the year 1983, we articulated ‘Wipro Beliefs’
consisting of six statements. At the core of beliefs
was integrity, articulated as “individual and company
relationship should be governed by the highest
standard of conduct and integrity”.
Over years, this articulation has evolved in form but
remained constant in substance. Today we articulate
it as Code of Business Conduct.
In our Company, the Board and all employees have
a responsibility to understand and follow the Code
of Business Conduct. All employees are expected to
perform their work with honesty and integrity. Wipro’s
Code of Business Conduct reflects general principles
to guide employees in making ethical decisions. This
Code is also applicable to our representatives. This
Code outlines fundamental ethical considerations
as well as specific considerations that need to be
maintained for professional conduct. This Code has
been displayed on the Company’s website at https://
www.wipro.com/corporate-governance.
Code for Prevention of Insider Trading
The Company has adopted a Code of Conduct to
regulate, monitor and report trading by insiders under
the SEBI (Prohibition of Insider Trading) Regulations,
2015. This Code of Conduct also includes code
for practices and procedures for fair disclosure of
unpublished price sensitive information and has been
made available on the Company’s website at https://
www.wipro.com/corporate-governance.
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 https://www.wipro.com/corporate-
governance. 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 BSE Limited and the
New York Stock Exchange.
109
Annual Report 2017-18
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
employee 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 https://
www.wipro.com/corporate-governance/#WiprosOmb
udsProcess.
Policy for Preservation of Documents
Pursuant to the requirements under Regulation 9 of
the Listing Regulations, the Board has formulated and
approved a Document Retention Policy prescribing
the manner of retaining the Company’s documents
and the time period up to certain documents are to
be retained. The policy percolates to all levels of the
organization who handle the prescribed categories
of documents.
Policy for Prevention, Prohibition & Redressal Sexual
Harassment of Women at Workplace
Pursuant to the requirements of Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 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 and other applicable statutory
matters. The Compliance Committee met twice during
the year 2017-18.
Internal Audit
The Company has a robust internal audit function with
the stated vision of “To be the best in class Internal
Audit function globally”. In pursuit of this vision,
the function provides an independent, objective
assurance and consulting services to value-add and
improve Operations of Business Units and processes
by:
a.
Financial, Business Process and Compliance
Audit
b. Operation Reviews
c. Best Practices and Benchmarking
d.
Leadership Development
The Head of Internal Audit reports to the Chairman
of the Audit, Risk and Compliance Committee and
administratively to the Chief Financial Officer. Head
of Internal Audit has regular and exclusive meetings
with the Audit, Risk and Compliance Committee.
The internal audit function is guided by its charter,
as approved by the Audit, Risk and Compliance
Committee. The internal audit function formulates an
annual risk based audit plan based on consultations
and inputs from the Board and business leaders
and presents its to the Audit, Risk and Compliance
Committee for approval. Findings of various audits
carried out during the financial year are also
periodically presented to the Audit, Risk and
Compliance Committee. The internal audit function
adopts a risk based audit approach and covers core
areas such as compliance audits, financial audits,
technology audits, third party risk audits, M&A audits,
etc.
The internal audit team comprises of personnel with
professional qualifications and certifications in audit
and is rich on diversity. The audit team hones its skills
through a robust knowledge management program to
continuously assimilate the latest trends and skills
in the domain and to retain the knowledge gained for
future reference and dissemination.
The function, which was the first Indian Internal audit
unit to get ISO certified in 1998 and win International
award from Institute of Internal Auditors (IIA) in 2002,
recently added one more first, by being an early
adopter of the new ISO 9001:2015 Version. Testimony
to the functions’ innovation and excellence are the IIA
awards won in these categories continuously over the
last few years.
VI. Disclosures
Disclosure of Materially Significant Related Party
Transactions
All related party transactions that were entered
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
110
Wipro Limited
which may have a potential conflict with the interest
of the Company at large.
Report in compliance with corporate governance norms
prescribed under the Listing Regulations.
As required under regulation 23 of Listing Regulations,
the Company has adopted a policy on Related Party
Transactions. The abridged policy on Related Party
Transactions is available on the Company’s website
at https://www.wipro.com/corporate-governance.
Apart from receiving director remuneration, none
of the Directors has any pecuniary relationships or
transactions vis-à-vis the Company. During the year
2017-18, no transactions of material nature were
entered 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 the transactions
have been entered in the Register, as applicable.
Subsidiary Monitoring Framework
All the subsidiary companies of the Company are
managed by their Boards having the rights and
obligations to manage these companies in the best
interest of respective stakeholders. The Company
nominates its representatives on the Board of
subsidiary companies and monitors performance of
such companies, inter alia, by reviewing;
•
Financial statements, the investment made by
the unlisted subsidiary companies, statement
containing all significant transactions
and arrangements entered by the unlisted
subsidiary companies forming part of the
financials being reviewed by the Audit, Risk
and Compliance Committee of the 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 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 16, 2018, issued by Mr. V
Sreedharan, Partner, V Sreedharan & Associates,
Company Secretaries, is given at page 119 of this Annual
Details of non-compliance by the Company,
penalties, and strictures imposed on the Company by
Stock Exchanges or SEBI or any statutory authority,
on any matter related to capital markets, during the
last three years.
The Company has complied with the requirements of the
Stock Exchanges or SEBI on matters related to Capital
Markets, as applicable, during the last three years.
Whistle Blower Policy and affirmation that no
personnel have been denied access to the Audit, Risk
& Compliance Committee
As mentioned earlier in this report, the Company has
adopted an Ombuds process which is a channel for
receiving and redressing employees’ complaints. No
personnel in the Company has been denied access
to the Audit, Risk and Compliance Committee or its
Chairman.
Disclosures with respect to demat suspense account/
unclaimed suspense account (Unclaimed Shares)
Pursuant to regulation 39 of the Listing Regulations,
reminder letters have been sent to shareholders
whose shares remain unclaimed from the Company.
Based on their response, such shares will be
transferred to “unclaimed suspense account” as
per the provisions of schedule VI of the Listing
Regulations. The disclosure as required under
schedule V of the Listing Regulations is given below:
(a) Aggregate number of shareholders and the
outstanding shares in the suspense account lying
at the beginning of the year- 308 shareholders
and 401,936 shares*
(b) Number of shareholders who approached listed
entity for transfer of shares from suspense
account during the year- 1 shareholder holding
16 shares.
(c) Number of shareholders to whom shares were
transferred from suspense account during the
year - 1 shareholder holding 16 shares.
(d) Aggregate number of shareholders and the
outstanding shares in the suspense account
lying at the end of the year- 307 shareholders
holding 3,77,332 shares**
(e) Voting rights on these shares shall remain frozen
till the rightful owner of such shares claims the
shares - Yes
*
**
Adjusted for the Bonus equity shares issued by
the Company in June 2017.
24,588 shares were transferred to IEPF on
November 30, 2017.
111
Annual Report 2017-18
Shareholder Information
Various shareholder information required to be
disclosed pursuant to Schedule V of the Listing
Regulations are provided in Annexure I to this report.
Compliance with Mandatory Requirements
Your Company has complied with all the mandatory
corporate governance requirements under the Listing
Regulations. Specifically, your Company confirms
compliance with corporate governance requirements
specified in regulation 17 to 27 and clauses (b) to (i)
of sub- regulation (2) of regulation 46 of the Listing
Regulations.
Uday Kotak Committee Recommendations
In June 2017, SEBI set up a committee under the
chairmanship of Shri Uday Kotak to advise on issues
relating to corporate governance in India. In October
2017, the committee submitted a report containing its
recommendations, which were considered by SEBI in
its board meeting held in March 2018. On May 9, 2018,
SEBI notified SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018
implementing majority of these recommendations
effective from April 1, 2019 or such other date
as specified therein. The Company substantially
complies with the amendments notified and wherever
there are new requirements, it will take necessary
steps to ensure compliance by the effective date.
VII.
Compliance Report on Discretionary requirements
under Regulation 27(1) of the Listing Regulations
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
The Auditors have issued an un-modified opinion
on the financial statements of the Company.
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.
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 https://www.wipro.com/
corporate-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, 2018.
Place: Bengaluru
Date: June 8, 2018
Azim H Premji
Executive Chairman
112
Wipro Limited
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, 2018
is scheduled to be held on Thursday, July 19, 2018 at 4.00
PM at Wipro Campus, Cafeteria Hall EC-3, Ground Floor,
Opp. Tower 8, No. 72, Keonics Electronic City, Hosur Road,
Bengaluru - 561229.
The facility to appoint a proxy to represent the members at
the meeting is also available for the members who may be
unable to attend the meeting. Shareholder’s are required to
fill a proxy form and send it to us latest by July 17, 2018 before
4:00 PM. Shareholders can also cast their vote electronically
by following the instructions of e-voting sent separately.
•
•
•
•
•
•
•
•
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
Financial Year 2016-17
Annual General Meetings and Other General Body meeting
of the Last Three Years and Special Resolutions, if any.
The following special resolutions were passed at the
annual general meeting:
For the Financial Years 2014-15, 2015-16 and 2016-17, we
held our Annual General Meeting on July 22, 2015, at 4.00
PM, July 18, 2016 at 4:00 PM, and July 19, 2017 at 4:00 PM,
respectively, at Wipro Campus, Cafeteria Hall EC-3, Ground
Floor, Opp. Tower 8, No. 72, Keonics, Electronic City, Hosur
Road, Bengaluru – 561229.
Financial Year 2014-15
1. Re-appointment of Mr. Azim H Premji (DIN 00234280)
as Executive Chairman and Managing Director of the
Company.
2. Re-appointment of Mr. William Arthur Owens (DIN
00422976) as Independent Director of the Company.
Details of resolutions passed through postal ballot in
Financial Year 2017-18 and details of the voting pattern:
The following resolutions were passed at the annual
general meeting:
1.
•
•
Re-appointment of Mr. Azim H Premji (DIN 00234280),
as Executive Chairman and Managing Director of the
Company (special resolution)
Appointment of Mr. Rishad A Premji (DIN 02983899),
as a Whole-time Director of the Company (ordinary
resolution)
Financial Year 2015-16
The following resolutions were passed at the annual
general meeting (third, fourth and fifth being Special
Resolutions):
The Company sought the approval of shareholders
by way of ordinary resolution through notice of
postal ballot dated April 25, 2017 for increase in
authorized share capital and consequent amendment
to Memorandum of Association of the Company and
Issue of Bonus Shares, which were duly passed and
the results of which were announced on June 5,
2017. Mr. V Sreedharan, Partner of V Sreedharan &
Associates, Practicing Company Secretaries, was
appointed as the Scrutinizer to scrutinize the postal
ballot and remote e-voting process in a fair and
transparent manner.
Resolution
No. of Votes
Polled
No. of Votes
Cast in Favour
No. of Votes
Cast Against
2,15,00,86,917 2,14,96,18,049
4,68,868
% of Votes Cast
in Favour on
Votes Polled
99.98
% of Votes Cast
Against on
Votes Polled
0.02
Increase in authorized
share capital and
consequent amendment to
Memorandum of Association
of the Company
Issue of Bonus Shares
2,15,00,83,127 2,14,98,83,103
2,00,024
99.99
0.01
113
Annual Report 2017-18 2.
The Company had sought the approval of the shareholders by way of special resolution through notice of postal
ballot dated July 20, 2017 for approval of Buyback of Equity Shares which was duly passed and the results of which
were announced on August 30, 2017. Mr. Pradeep B Kulkarni, Partner of V Sreedharan & Associates Practicing
Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process
in a fair and transparent manner.
No. of Votes
Polled
No. of Votes
Cast in Favour
No. of Votes
Cast Against
4,31,44,69,340 4,30,04,52,113
1,40,17,227
% of Votes Cast
in Favour on
Votes Polled
99.68
% of Votes Cast
Against on
Votes Polled
0.32
Resolution
Approval for Buyback of
Equity Shares
Procedure for Postal Ballot
The postal ballot is conducted in accordance with the
provisions contained in Section 110 and other applicable
provisions, if any, of the Companies Act, 2013, read with Rule
22 of the Companies (Management and Administration)
Rules, 2014. The Shareholders are provided the facility
to vote either by physical ballot or through e-voting. The
postal ballot notice is sent to shareholders in electronic
form to the email addresses registered with the depository
(in case of electronic shareholding)/the Company’s
Registrar and Share Transfer Agents (in case of physical
shareholding). For shareholders whose email IDs are not
registered, physical copies of the postal ballot notice are
sent by permitted mode along with a postage prepaid self-
addressed business reply envelope. The Company also
publishes a notice in the newspapers in accordance with
the requirements under the Companies Act, 2013.
The Company fixes a cut-off date to reckon paid-up value
of equity shares registered in the name of shareholders for
the purpose of voting. Shareholders may cast their votes
through e-voting during the voting period fixed for this
purpose. Alternatively, shareholders may exercise their
votes through physical ballot by sending duly completed
and signed forms so as to reach the scrutinizer before a
specified date and time. After completion of scrutiny of
votes, the scrutinizer submits his report to the Chairman
and the results of voting by postal ballot are announced
by the Chairman or any Director of the Company duly
authorized within 48 hours of conclusion of the voting
period. The results are also displayed on the website of the
Company (www.wipro.com), besides being communicated
to the Stock Exchanges, Depositories and Registrar and
Share Transfer Agents. The resolutions, if passed by the
requisite majority are deemed to have been passed on the
last date specified for receipt of duly completed postal
ballot forms or e-voting.
Means of Communication with Shareholders/Analysts:
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
114
(SEC) filings and annual and quarterly reports of the
Company, before they are presented to the Board for their
approval for release.
News Releases and Presentations: All our news releases
and presentations made at investor conferences and
to analysts are posted on the Company’s website at
https://www.wipro.com/investors.
Quarterly results: Our quarterly results are published
in widely circulated national newspapers such as The
Business Standard and the local daily Vijaya Karnataka.
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 https://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 https://www.wipro.com/investors.
Communication of Results
Means of
Communications
Earnings Calls
Publication of results
Analysts/Investors
Meetings
Financial Calendar
Number of times
during 2017-18
4
4
Details are provided in the
MD&A Report forming part
of this Annual Report.
The financial year of the Company starts from the 1st day
of April and ends on 31st day of March of next year. Our
Wipro Limited tentative calendar for declaration of results for the
financial year 2018-19 is as given below:
Quarter Ending
Release of Results
For the Quarter ending June
30, 2018
Third week of July, 2018
For the Quarter and half year
ending September 30, 2018
Fourth week of October,
2018
For the Quarter and nine
months ending December
31, 2018
For the year ending March
31, 2019
Third week of January,
2019
Fourth week of April, 2019
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 Tuesday, July 17, 2018 to Thursday,
July 19, 2018 (both days inclusive).
Dividend
Pursuant to the approval of the Board on January 19, 2018,
your Company paid an interim dividend of `1/- per equity
share of face value of `2/- each, to shareholders who were
on the register of members as on closing hours of February
1, 2018, 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, 2018 will be
`1/- 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 2009-10 and unpaid or
unclaimed interim dividend for the financial year 2010-11,
on the due date to the Investor Education and Protection
Fund (IEPF) administered by the Central Government.
Pursuant to the Rule 5(8) of Investor Education and
Protection Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the Company has uploaded the details
of unpaid and unclaimed amounts lying with the Company
as on July 19, 2017 (date of last Annual General Meeting)
on the website of the Company (www.wipro.com/investors)
and 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 final dividend has not
been claimed for the financial year 2009-10 and interim
dividend for the financial year 2010-11, have been
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, 2018 and the stock codes are:
Equity shares
BSE Limited (BSE)
Stock Codes
507685
National Stock Exchange of India Limited (NSE)
WIPRO
Address
BSE Limited, Phiroze Jeejeebhoy Towers Dalal
Street, Mumbai - 400001
Exchange Plaza, C-1, Block G, Bandra Kurla
Complex, Bandra (E), Mumbai - 400051
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 2018-19 have been paid to the Indian Stock Exchanges as on date of this report.
Listing fees to NYSE for the calendar year 2018 has been paid as on date of this report.
The stock code on Reuters is WIPR.NS and on Bloomberg is WPRO:IN
International Securities Identification Number (ISIN)
ISIN is an identification number for traded shares. This number needs to be quoted in each transaction relating to the
dematerialized equity shares of the Company. ISIN number for our equity shares is INE075A01022.
115
Annual Report 2017-18 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, 2018
Category
(No. of Shares)
1-5000
5001- 10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001& Above
Total
31-Mar-18
31-Mar-17
No. of
Shareholders
2,63,566
2,234
1,411
556
323
202
467
935
2,69,694
No.
% of
of Shares
Shareholders
3,57,05,960
97.73
79,43,841
0.83
1,00,53,160
0.52
68,35,088
0.21
56,34,614
0.12
45,29,721
0.07
0.17
1,61,70,373
0.35 4,43,69,11,734
100.00 4,52,37,84,491
% of
Total Equity
0.79
0.18
0.22
0.15
0.12
0.10
0.36
98.08
100.00
No. of
Shareholders
2,36,761
1,626
1,024
365
227
145
314
692
2,41,154
No. of
% of
Shares
Shareholders
2,46,36,146
98.17
58,24,521
0.67
72,69,189
0.42
44,69,797
0.15
39,55,075
0.10
32,51,627
0.06
0.13
1,13,65,237
0.30 2,37,01,28,973
100.00 2,43,09,00,565
% of
Total Equity
1.01
0.24
0.30
0.18
0.16
0.13
0.47
97.51
100.00
Dematerialisation of Shares and Liquidity
99.67% of outstanding equity shares have been dematerialized as at March 31, 2018.
Outstanding ADR/GDR/Warrants or any other Convertible instruments, Conversion Date and Likely Impact on Equity
The Company has 2.24% of outstanding ADRs as on March 31, 2018.
Commodity Price Risk or Foreign Exchange Risk and Hedging Activities
Please refer Management Discussion and Analysis Report for details.
Market Share Price Data
The performance of our stock in the financial year 2017-18 is tabulated below:
Month
April
May
June
July
August
September October November December
January
February
March
Volume traded NSE
39,955,809
29,544,873
47,156,457
75,632,559
60,211,439
72,676,586
36,437,930
40,861,202
44,784,582
72,041,954
63,408,221
64,617,659
Price in NSE during the month (in ` per share)
High
Date
258.9
272.45
284
293.5
300.5
303.4
303.95
308.75
316.4
334
309.1
302
10-Apr-17
26-May-17
6-Jun-17
24-Jul-17
31-Aug-17
11-Sep-17
26-Oct-17
7-Nov-17
29-Dec-17
16-Jan-18
1-Feb-18
15-Mar-18
Volume traded NSE
2,587,277
1,456,096
2,071,865
6,554,857
10,344,646
5,353,348
3,776,497
5,685,446
3,776,248
6,166,445
2,202,328
4,942,929
Low
Date
241.5
246.8
252
252
284.9
279.2
280.25
289.35
280
301.55
284
272.35
7-Apr-17
2-May-17
21-Jun-17
3-Jul-17
8-Aug-17
29-Sep-17
3-Oct-17
30-Nov-17
7-Dec-17
31-Jan-18
9-Feb-18
26-Mar-18
Volume traded NSE
2,286,934
1,044,093
1,835,890
2,089,768
2,729,913
1,588,557
1,286,305
6,849,560
2,524,500
2,823,913
3,151,977
7,029,093
S&P CNX Nifty Index during each month
High
Low
9367.15
9075.15
9649.6
9269.9
9709.3
10114.85
10137.85
10178.95
10384.5
10490.45
10552.4
11171.55
11117.35
10525.5
9448.75
9543.55
9685.55
9687.55
9831.05
10094
10033.35
10404.65
10276.3
9951.9
Wipro Price Movement vis-a-vis Previous Month High/Low (%)
5.23%
2.19%
3.02%
2.15%
4.24%
2.11%
0.62%
1.93%
3.35%
0.00%
4.18%
1.55%
2.39%
13.06%
0.23%
0.94%
0.97%
-2.00%
0.41%
0.02%
0.18%
0.38%
2.02%
1.48%
1.58%
3.25%
1.02%
2.67%
2.48%
-3.23%
0.59%
-0.60%
5.56%
7.70%
5.87%
3.70%
-7.46%
-5.82%
-0.49%
-1.23%
-2.30%
-4.10%
-5.32%
-3.16%
High %
Low %
0.36%
-0.31%
S&P CNX Nifty Index Movement vis-à-vis
2.11%
2.00%
High %
Low %
116
Wipro Limited ADS Share Price During the Financial Year 2017-18
April
May
June
July
August
September
October
November
December
January
February
March
4.925
5.39
5.2
6.15
5.94
5.68
5.36
5.39
5.47
5.49
5.51
5.16
8169.17
8228.13
8162.49
8387.52
8278.30
8323.51
8302.94
8424.45
8526.83
8902.37
8546.84
8450.05
-3.62%
9.44%
-3.53%
18.27%
-3.41%
-4.38%
-5.63%
0.56%
1.48%
0.37%
0.36%
-6.35%
-0.38%
0.72%
-0.80%
2.76%
-1.30%
0.55%
-0.25%
1.46%
1.22%
4.40%
-3.99%
-1.13%
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 $
Note: The stock prices for the prior periods are restated to reflect bonus issued by the Company.
Performance of Wipro equity shares relative to the SENSEX and NYSE Composite index during the period April 1, 2017
to March 31, 2018 is given in the following chart:
140
130
120
110
100
90
80
7
1
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7
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l
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J
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1
Base 100 = April 1, 2017
7
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2
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t
s
u
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7
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1
Wipro
Sensex
NYSE Composite Index
Registrar and Transfer Agents
Registrar and Share 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.
Investor Queries and Grievances Redressal
Shareholders may write either to the Company or the
Registrar and Transfer Agents for redressal of queries
and grievances. The address and contact details of the
concerned officials are 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
Ms. Rajitha Cholleti - E-mail id: rajitha.cholleti@karvy.com
Shareholders Grievance can also be sent through email
to the following designated E-mail id: einward.ris@karvy.
com.
117
Annual Report 2017-18 Overseas Depository for ADSs - J.P. Morgan Chase Bank
N.A.
383 Madison Avenue, Floor 11
New York, NY10179
General: +1 800 990 1135
From outside the U.S.: +1 651 453 2128
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 https://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 will generate 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 grievances. The contact
details are provided below:
Mr. M Sanaulla Khan
Company Secretary
Wipro Limited
Doddakannelli,
Sarjapur Road,
Bengaluru - 560 035
Ph: +91 80 28440011
(Extn: 226185)
Fax: +91 080 28440054
Email: sanaulla.khan@wipro.com
Ph: +91 80 28440011
(Extn: 226183)
Fax: +91 080 28440054
Email: kothandaraman.gopal@wipro.com
Mr. G Kothandaraman
Head - Secretarial &
Compliance
Wipro Limited
Doddakannelli,
Sarjapur Road,
Bengaluru - 560 035
Analysts can reach our Investor Relations Team for any
queries and clarification on Financial/Investor Relations
related matters:
Ph: +91 80 28440011 (226186)
Fax: +91 80 28440054
Email: iyer.aparna@wipro.com
Ph: +91 80 28440011 (226143)
Fax: +91 80 28440054
Email: vaibhav.saha@wipro.com
Ph: +1 9788264700
Fax: +1 8005724852
Email: abhishekkumar.jain@wipro.com
Ms. Aparna C Iyer
Corporate Treasurer
and Investor
Relations
Wipro Limited
Doddkannelli,
Sarjapur Road,
Bengaluru - 560 035
Mr. Vaibhav Saha
Senior Manager-
Investor Relations
Wipro Limited
Doddkannelli,
Sarjapur Road,
Bengaluru - 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 as on March 31, 2018 are
available on our website www.wipro.com.
118
Wipro Limited Corporate Governance Compliance
Certificate
Corporate Identity Number: L32102KA1945PLC020800
Nominal Capital: ` 1,126.50 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, 2018. 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 Regulations. 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 16, 2018
For V. Sreedharan & Associates
Company Secretaries
Sd/-
V. Sreedharan
Partner
F.C.S.2347; C.P. No. 833
119
Annual Report 2017-18
Independent Auditor’s Report
To the Members of Wipro Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial
statements of Wipro Limited (‘the Company’), which
comprise the Balance Sheet as at March 31, 2018,
the Statement of Profit and Loss (including other
comprehensive income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year
then ended and a summary of the significant accounting
policies and other explanatory information.
Management’s Responsibility for the Standalone
Financial Statements
The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act,
2013 (‘the Act’) with respect to the preparation of these
standalone 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
Indian Accounting Standards (Ind AS) prescribed under
Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rule, 2015, as amended, and other
accounting principles generally accepted in India.
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 financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these
standalone financial statements based on our audit.
In conducting 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 and the Order issued under
Section 143(11) of the Act.
We conducted our audit of the standalone 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
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in
the standalone financial statements. The procedures
selected depend on the auditor’s judgment, including
the assessment of the risks of material misstatement
of the standalone financial statements, whether due to
fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to
the Company’s preparation of the standalone financial
statements that give a true and fair view in order to
design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the
Company’s Directors, as well as evaluating the overall
presentation of the standalone financial statements.
We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Act in the manner so required and give
a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2018, and its
profit,total comprehensive income, the changes in equity
and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our
audit, we report that:
a) we have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.
b)
c)
in our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books.
the Balance Sheet, the Statement of Profit
and Loss including other comprehensive
income, Statement of Changes in Equity and
the Statement of Cash Flows dealt with by
120
Standalone Financial Statements under Ind ASWipro Limited
d)
e)
this Report are in agreement with the books of
account.
in our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards prescribed under Section 133 of the
Act.
on the basis of the written representations
received from the directors of the Company as
on March 31, 2018 taken on record by the Board
of Directors, none of the directors is disqualified
as on March 31, 2018 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
A’.Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of
the Company’s internal financial controls over
financial reporting.
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, as amended, in our opinion and to the
best of our information and according to the
explanations given to us:
i.
The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial Statements.
ii.
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
iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.
2. As required by the Companies (Auditor’s Report)
Order, 2016 (‘the Order’) issued by the Central
Government in terms of Section 143(11) of the Act,
we give in ‘Annexure B’ a statement on the matters
specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
Firm Registration Number: 117366W/W-100018
N. Venkatram
Partner
Membership number: 71387
Mumbai
June 08, 2018
121
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Annexure A to the Independent Auditor’s Report
(Referred to in paragraph 1(f) under ‘Report on Other Legal
and Regulatory Requirements’ section of our report to the
Members of Wipro Limited of even date)
Report on the Internal Financial Controls over Financial
Reporting 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,
2018 in conjunction with our audit of the standalone financial
statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Company 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.
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 respective 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 Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal
financial controls over financial reporting of the Company
based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the ‘Guidance Note’) issued by the
Institute of Chartered Accountants of India and the Standards
on Auditing prescribed under Section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of
internal financial controls. 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 judgement, including the assessment
of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is
sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system
over financial reporting.
122
Meaning of Internal Financial Controls over Financial
Reporting
A company’s internal financial control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A
company’s internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in
accordance with authorisations of management and directors
of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
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, to the best of our information and according to
the explanations given to us, 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, 2018, 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 DELOITTE HASKINS & SELLS LLP
Chartered Accountants
Firm Registration Number: 117366W/W-100018
N. Venkatram
Partner
Membership number: 71387
Mumbai
June 08, 2018
Standalone Financial Statements under Ind ASWipro Limited Annexure B to the Independent Auditor’s Report
(Referred to in paragraph 2 under ‘Report on Other Legal
and Regulatory Requirements’ section of our report to the
members of Wipro Limited of even date)
(i)
In respect of the Company’s fixed assets:
(a) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of fixed assets.
(b) The Company has a program of verification to
cover all the items of fixed assets in a phased
manner over a period of 3 years which, in our
opinion, is reasonable having regard to the size
of the Company and the nature of its assets.
Pursuant to the program, certain fixed assets
were physically verified by the Management
during the year. According to the information
and explanations given to us, no material
discrepancies were noticed on such verification.
(c) According to the information and explanations
given to us, the records examined by us and
based on the examination of the conveyance
deeds provided to us, we report that, the title
deeds, comprising all the immovable properties
of land and buildings which are freehold, are held
in the name of the Company as at the balance
sheet date.
(ii) As explained to us, the inventories were physically
verified during the year by the Management at
reasonable intervals. Material discrepancies noticed
on physical verification during the year have been
properly dealt with in the books of account.
(iii) The Company has not granted any loans, secured
or unsecured, to companies, firms, Limited Liability
Partnerships or other parties covered in the register
maintained under section 189 of the Companies Act,
2013.
(a) The Company has not granted any loans, secured
or unsecured to the parties covered in the
register maintained under Section 189 of the
Act during the current year.
(b)
In the case of a loan granted to the party listed
in the register maintained under Section 189 of
the Act, the loan is interest free and the principal
was repayable on demand. The loan is repaid
during the current year.
(c) There is no overdue amount remaining
outstanding as at the year-end.
(iv)
In our opinion and according to the information and
explanations given to us, the Company has complied
with the provisions of Sections 185 and 186 of the
Companies Act, 2013 in respect of grant of loans,
making investments and providing guarantees and
securities, as applicable.
(v) The Company has not accepted any deposit during
the year and does not have any unclaimed deposits
as at March 31, 2018 and therefore, the provisions of
the clause 3 (v) of the Order are not applicable to the
Company.
(vi) The maintenance of cost records has not been
specified by the Central Government under Section
148(1) of the Companies Act, 2013 for the business
activities carried out by the Company. Thus reporting
under Clause 3(vi) of the order is not applicable to the
Company.
(vii) According to the information and explanations given
to us, in respect of statutory dues:
(a) The Company has generally been regular in
depositing undisputed statutory dues, including
Provident Fund, Employees’ State Insurance,
Income Tax, Sales Tax, Service Tax, Goods and
Service Tax, Value Added Tax, Customs Duty,
Excise Duty, Cess and other material statutory
dues applicable to it with the appropriate
authorities.
(b) There were no undisputed amounts payable in
respect of Provident Fund, Employees’ State
Insurance, Income Tax, Sales Tax, Service
Tax, Value Added Tax, Goods and Service Tax,
Customs Duty, Excise Duty, Cess and other
material statutory dues in arrears as at March
31, 2018 for a period of more than six months
from the date they became payable.
(c) Details of dues of Income Tax, Sales Tax, Service
Tax, Customs Duty, Excise Duty and Value Added
Tax which have not been deposited as at March
31, 2018 on account of dispute are given below:
123
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Name of Statue
Nature of dues
Forum where dispute is
pending
Period to which the
amount relates
Amount
Unpaid March
31, 2018
The Central Excise Act, 1944
Excise Duty
Assistant Commissioner
1990-91 to 2014-15
The Central Excise Act, 1944
Excise Duty
Commissioner
2004-05 to 2014-15
The Central Excise Act, 1944
Excise Duty
Commissioner Appeals
1994-95 to 2012-13
The Central Excise Act, 1944
Excise Duty
The Central Excise Act, 1944
Excise Duty
CESTAT
High Court
1999-2000 to 2012-13
2007-08, 2008-09
The Customs Act, 1962
Customs Duty
Asst. Commissioner of
customs
1994-95 to 2010-11
The Customs Act, 1962
Customs Duty
CESTAT
1991-92 to 2011-12
The Customs Act, 1962
Customs Duty
Commissioner
2005-06
The Customs Act, 1962
Customs Duty
Commissioner Appeals
The Customs Act, 1962
Customs Duty
Deputy Commissioner - Air
Customs -Chennai
1997-98 to 2009-10
The Customs Act, 1962
Customs Duty
Madras HC
59
10
13
180
1
47
4
6
210
5
4
The Customs Act, 1962
Penalty
Karnataka High court
2001-02 to 2005-06
2,871
Finance Act, 1994
Service tax
Assistant commissioner
2003-04 to -2015-16
Finance Act, 1994
Service tax
Commissioner Appeals
2003-04 to 2015-16
Finance Act, 1994
Finance Act, 1994
Finance Act, 1994
Sales Tax / VAT
Sales Tax / VAT
Sales Tax / VAT
Sales Tax / VAT
Penalty
Commissioner Appeals
2005-06 to 2015-16
Service tax
Penalty
CESTAT
CESTAT
2001-02 to 2011-12
2001-02 to 2011-12
Sales Tax / VAT
Assistant commissioner
1988-89 to 2006-07
Sales Tax / VAT
High court
1986-87 to 2004-05
Sales Tax / VAT
Commissioner appeals
1986-87 to 2014-15
Sales Tax / VAT
Joint commissioner
1994-95 to 2015-16
Sales Tax / VAT
Sales Tax / VAT
DY. Commissioner of sales
tax.
1994-95 to 2014-15
Sales Tax / VAT
Sales Tax / VAT
Sales Tax / VAT
Sales Tax Tribunal.
1998-99 to 2011-12
Sales Tax / VAT
Commissioner
2009-10, 2010-11
The Income Tax Act, 1961
Income Tax -
TDS
The Income Tax Act, 1961
Income Tax
CIT(A) - TDS
2003-04, 2009-10
Income Tax Appellate
Tribunal
2006-07,2009-10,
2010-11, 2012-13
The Income Tax Act, 1961
Income Tax
Dispute Resolution Panel
2013-14
The Income Tax Act, 1961
Income Tax
CIT(A)
2011-12,2012-13
366
273
24
1,062
1,034
26
53
2,618
49
218
326
70
33
1,191
8,701
20
(viii) In our opinion and according to the information
and explanations given to us, the Company has not
defaulted in the repayment of loans or borrowings
to financial institutions, banks and government. The
Company has not issued any debentures.
(ix) The Company has not raised 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 have been applied by the
Company during the year for the purposes for which
they were raised.
(x) To the best of our knowledge and according to the
information and explanations given to us, no fraud by
the Company or no material fraud on the Company by
its officers or employees has been noticed or reported
during the year.
124
Standalone Financial Statements under Ind ASWipro Limited (xi)
In our opinion and according to the information and
explanations given to us, the Company has paid/
provided managerial remuneration in accordance
with the requisite approvals mandated by the
provisions of section 197 read with Schedule V to the
Act.
(xv) In our opinion and according to the information and
explanations given to us, during the year the Company
has not entered into any non-cash transactions with
its Directors or persons connected to its directors
and hence provisions of section 192 of the Companies
Act, 2013 are not applicable to the Company.
(xii) The Company is not a Nidhi Company and hence
reporting under clause 3 (xii) of the Order is not
applicable to the Company.
(xiii) In our opinion and according to the information
and explanations given to us, the Company is
in compliance with Section 177 and 188 of the
Companies Act, 2013 where applicable, for all
transactions with the related parties and the details
of related party transactions have been disclosed in
the standalone financial statements as required by
the applicable accounting standards.
(xiv) During the year, the Company has not made any
preferential allotment or private placement of shares
or fully or partly paid convertible debentures and
hence, reporting under clause 3 (xiv) of the Order is
not applicable to the Company.
(xvi) The Company is not required to be registered under
section 45-IA of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
Firm Registration Number: 117366W/W-100018
N. Venkatram
Partner
Membership number: 71387
Mumbai
June 08, 2018
125
Standalone Financial Statements under Ind ASAnnual Report 2017-18 Balance Sheet
(` in millions, except share and per share data, unless otherwise stated)
Notes
As at
March 31, 2018
March 31, 2017
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 (net)
Non-current tax assets (net)
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 (net)
Other current assets
Assets held for sale
Total current assets
TOTAL ASSETS
EQUITY
Equity Share capital
Other Equity
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings
Derivative liabilities
Other financial liabilities
Provisions
Deferred tax liabilities (net)
Non-current tax liabilities (net)
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 (net)
Other current liabilities
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
The accompanying notes form an integral part of these standalone financial statements
4
5
5
6
18
7
9
19
11
10
6
7
8
18
32
9
11
36
12
13
18
15
16
19
17
13
14
18
15
16
17
38,026
12,906
3,882
1,762
58,416
41
4,446
3,078
4,520
18,349
11,614
157,040
2,943
248,412
95,020
23,220
1,232
30,256
-
5,218
4,799
18,122
429,222
451
429,673
586,713
9,048
413,578
422,626
724
-
-
1,688
463
8,557
2,296
13,728
46,477
41,762
2,198
25,343
12,709
7,934
8,961
4,975
150,359
164,087
586,713
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
-
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
164,513
631,569
As per our report of even date attached
For and on behalf of the Board of Directors
for Deloitte Haskins & Sells LLP
Chartered Accountants
Firm’s Registration No: 117366W/W- 100018
N. Venkatram
Partner
Membership No. 71387
Mumbai
June 08, 2018
126
Azim H Premji
Executive Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 08, 2018
N Vaghul
Director
Abidali Neemuchwala
Chief Executive Officer
& Executive Director
M Sanaulla Khan
Company Secretary
Standalone Financial Statements under Ind ASWipro Limited
Statement of Profit and Loss
(` in millions, except share and per share data, unless otherwise stated)
Notes
Year ended
March 31, 2018 March 31, 2,017
INCOME
Revenue from operations
Other operating income
Other income
Total Income
EXPENSES
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
Sub-contracting / technical fees / third party application
Travel
Facility expenses
Communication
Legal and professional charges
Marketing and brand building
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 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 to profit or loss:
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 may be reclassified to profit and loss
Total other comprehensive (loss)/ income for the year, net of taxes
Total comprehensive income for the year
Earnings per equity share: (Equity shares of par value ` 2 each)
Basic
Diluted
Number of shares
Basic
Diluted
20
21
22
23
24
25
26
19
19
24
18
19
18
18
18
19
27
447,100
-
24,796
471,896
14,696
577
217,562
3,843
10,148
78,623
14,607
13,397
4,136
3,078
2,596
8,290
371,553
100,343
24,345
(1,230)
23,115
77,228
746
(1,760)
160
2
(95)
(7,368)
(663)
1,678
(7,300)
69,928
16.26
16.23
456,396
4,082
26,459
486,937
21,869
1,640
218,544
4,680
10,477
74,614
17,536
12,509
3,463
3,211
2,737
8,786
380,066
106,871
24,304
950
25,254
81,617
191
(183)
(28)
9
77
4,872
1,787
(1,571)
5,154
86,771
16.80
16.75
4,750,043,400
4,758,361,975
4,857,081,010
4,871,347,138
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 Deloitte Haskins & Sells LLP
Chartered Accountants
Firm’s Registration No: 117366W/W- 100018
N. Venkatram
Partner
Membership No. 71387
Mumbai
June 08, 2018
Azim H Premji
Executive Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 08, 2018
N Vaghul
Director
Abidali Neemuchwala
Chief Executive Officer
& Executive Director
M Sanaulla Khan
Company Secretary
127
Standalone Financial Statements under Ind ASAnnual Report 2017-18 6
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Standalone Financial Statements under Ind ASWipro Limited
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T
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Statement of Cash Flows
(` in millions, except share and per share data, unless otherwise stated)
For the Year Ended
March 31, 2018
March 31, 2017
A. 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, net
Depreciation and amortisation expense
Unrealised 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
(Reversal of) / provision for diminution in the value of non-current investments
Other non cash items
Changes in operating assets and liabilities:
Trade receivables
Unbilled revenues
Inventories
Other assets
Trade payables, other liabilities and provisions
Unearned revenues
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
Proceeds from liquidation/ reduction in capital of subsidiaries
Interest received
Dividend received
Income tax paid on sale of EcoEnergy division
Net cash generated from/(used in) investing activities
C. Cash flows from financing activities:
77,228
(159)
10,148
4,704
(5,978)
1,258
23,115
(15,956)
-
(267)
3,832
(16,361)
2,589
616
2,971
1,923
1,203
90,866
(26,157)
64,709
(16,237)
816
-
(779,032)
(4,559)
829,764
4,790
13,872
609
-
50,023
Proceeds from issuance of equity shares/ shares pending allotment
Repayment of loans and borrowings
Proceeds from loans and borrowings
Payment for buyback of shares including transaction cost
Interest paid on loans and borrowings
Payment of 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 8)
Total taxes paid amounted to ` 26,157 and ` 24,444 for the year ended March 31, 2018 and 2017 respectively.
Refer note 13 for supplementary information on cash flow statement.
^ Value is less than ` 1
24
(93,360)
81,180
(110,312)
(1,272)
(5,444)
(129,184)
(14,452)
52
33,622
19,222
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
81,617
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
(25,000)
(892)
(8,776)
(43,676)
(48,877)
(932)
83,431
33,622
for Deloitte Haskins & Sells LLP
Chartered Accountants
Firm’s Registration No: 117366W/W- 100018
N. Venkatram
Partner
Membership No. 71387
Mumbai
June 08, 2018
130
Azim H Premji
Executive Chairman
& Managing Director
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 08, 2018
N Vaghul
Director
Abidali Neemuchwala
Chief Executive Officer
& Executive Director
M Sanaulla Khan
Company Secretary
Standalone Financial Statements under Ind ASWipro Limited Notes to the Standalone financial statements
(` in millions, except share and per share data, unless otherwise stated)
1.
The Company overview
Wipro Limited (“Wipro” or the “Company”), is a leading
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, Bengaluru – 560 035, Karnataka, India. Wipro
has its primary listing with BSE Ltd. (Bombay Stock
Exchange) and National Stock Exchange of India
Ltd. The Company’s American Depository Shares
representing equity shares are also listed on the New
York Stock Exchange.
These financial statements were authorised for issue
by the Board of Directors on June 08, 2018. Amounts
as at and for the year ended March 31, 2017 were
audited by B S R & Co. LLP.
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.
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. Previous year figures have been
regrouped/re-arranged, wherever necessary.
(ii) Basis of measurement
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
The defined benefit asset/(liability) is recognised
as the present value of defined benefit obligation
less fair value of plan assets.
c)
(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 recognised 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 recognised 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, recognised 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
131
Standalone Financial Statements under Ind ASAnnual Report 2017-18
recorded based on estimate of future revenue
from the customer.
judgments, estimates, and assumptions can
materially affect the results of operations.
b)
c)
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 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, 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.
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 realisable,
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 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
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 history
of collections, 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
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)
Useful lives of property, plant and equipment:
The Company depreciates property, plant
and equipment on a straight-line basis over
estimated useful lives of the assets. The charge
in respect of periodic depreciation is derived
based on an estimate of an asset’s expected
useful life and the expected residual value
132
Standalone Financial Statements under Ind ASWipro Limited
at the end of its life. The lives are based on
historical experience with similar assets as
well as anticipation of future events, which may
impact their life, such as changes in technology.
The estimated useful life is reviewed at least
annually.
j)
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, 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 recognised 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), net, 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 fair value through
other comprehensive income 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;
Financial assets are derecognised 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
derecognised only when the Company has not
retained control over the financial asset.
•
•
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
recognised initially at fair value.
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 amortised 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)
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Standalone Financial Statements under Ind ASAnnual Report 2017-18
•
•
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 recognised in statement of
profit and loss for FVTOCI debt instruments.
Other changes in fair value of FVTOCI financial
assets are recognised in other comprehensive
income. When the investment is disposed off, 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
recognised in statement of profit and loss.
The gain or loss on disposal is recognised in
statement of profit and loss.
Interest income is recognised in statement of
profit and loss for FVTPL debt instruments.
Dividend on financial assets at FVTPL is
recognised 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 recognised 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 recognised 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
134
as non-current assets. These are initially
recognised at fair value and subsequently
measured at amortised 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 recognised
at fair value, and subsequently carried at
amortised 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 counter party is primarily a
bank.
Derivatives are recognised and measured at fair
value. Attributable transaction costs are recognised
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 recognised 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 recognised 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 recognised
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
recognised 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
Standalone Financial Statements under Ind ASWipro Limited
no longer expected to occur, such cumulative
balance is immediately recognised 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 recognised in the statement
of profit and loss and reported within foreign
exchange gains/(losses), net within results from
operating activities.
Changes in fair value and gains/(losses), net,
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 derecognises 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
AS109. 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 recognises a borrowing for the proceeds
received. A financial liability (or a part of a financial
liability) is derecognised from the Company’s balance
sheet when the obligation specified in the contract
is discharged or cancelled or expires.
(iv) Equity
a) Share capital and share premium
The authorised share capital of the Company as of
March 31, 2018 is `11,265 divided into 5,500,000,000
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.
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.
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 utilised 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 utilised 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 recognised 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
recognised 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
functional currency other than Indian rupees is
recognise in other comprehensive income, net of
taxes and is presented within equity in the FCTR.
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.
k) Buyback of equity shares
b) Capital Reserve
Capital reserve amounting to `1,139(March 31, 2017:
`1,139) is not freely available for distribution.
c) Capital Redemption Reserve
The buyback of equity shares and related transaction
costs are recorded as a reduction of free reserves.
Further, capital redemption reserves is created as
an apportionment from retained earnings.
Capital redemption reserve amounting `781 (March
31, 2017: ` 94) is not freely available for distribution.
(v) Property, plant and equipment
a) Recognition and measurement
d) Retained earnings
Retained earnings comprises of the Company’s
undistributed earnings after taxes.
Property, plant and equipment are measured at cost
less accumulated depreciation and impairment
losses, if any. Cost includes expenditures directly
135
Standalone Financial Statements under Ind ASAnnual Report 2017-18
attributable to the acquisition of the asset. General
and specific borrowing costs directly attributable to
the construction of a qualifying asset are capitalised
as part of the cost.
adjustments, are recognised in the statement of
profit and loss.
b) Goodwill
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 amortised
over the shorter of estimated useful life of the asset
or the related lease term. Term licenses are amortised
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 capitalised 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 before such date are disclosed under
capital work- in-progress.
(vi) 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
136
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 recognised as goodwill. If the excess is
negative, a bargain purchase gain is recognised in
equity as capital reserve. Goodwill is measured at
cost less accumulated impairment (if any).
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 amortisable intangibles
is reviewed and where appropriate are adjusted,
annually. The estimated useful lives of the amortisable
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
(vii) 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 capitalised 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
Standalone Financial Statements under Ind ASWipro Limited
leases are recognised 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 recognises
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
recognises unearned income as finance income over
the lease term using the effective interest method.
(viii) Inventories
Inventories are valued at lower of cost and net
realisable value, including necessary provision for
obsolescence. Cost is determined using the weighted
average method.
(ix) 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 classified as 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.
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 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.
B) Non - financial assets
The Company assesses long-lived assets such
as property, plant and 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 recognised
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 recognised are
reversed such that the asset is recognised at its
recoverable amount but not exceeding written
down value which would have been reported if
the impairment losses had not been recognised
initially.
Goodwill is tested for impairment at least
annually at the same time and when events
occur or changes in circumstances indicate
that the recoverable amount of the cash
generating unit is less than its carrying value.
The goodwill impairment test is performed at
the level of cash-generating unit or groups of
cash-generating units which represent the
lowest level at which goodwill is monitored for
internal management purposes. An impairment
in respect of goodwill is not reversed.
(x) Employee benefits
a) Post-employment and pension plans
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
recognised 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.
Actuarial gains or losses are immediately recognised
in other comprehensive income, net of taxes and
137
Standalone Financial Statements under Ind ASAnnual Report 2017-18
permanently excluded from profit or loss. Further,
the profit or loss will no longer include an expected
return on plan assets. Instead net interest recognised
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 recognised 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 the 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 recognises 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
138
liability is recognised 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 unutilised accumulating
compensated absences and utilise 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
recognises accumulated compensated absences
based on actuarial valuation using the projected
unit credit method. Non-accumulating compensated
absences are recognised in the period in which the
absences occur.
(xi) 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 recognised 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.
(xii) Provisions
Provisions are recognised 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 recognised 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.
Standalone Financial Statements under Ind ASWipro Limited
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 recognised 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 recognised 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.
(xiii) Revenue
The Company derives revenue primarily from software
development, maintenance of software/hardware
and related services, business process services, sale
of IT and other products.
a) Services
The Company recognises 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 recognised as the
related services are rendered.
B. Fixed-price contracts
Revenues from fixed-price contracts, including
systems development and integration contracts
are recognised 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 recognised
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 recognised 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 recognised. 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
recognised 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 recognised
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 recognised
with respect to the actual output achieved till
date as a percentage of total contractual output.
Any residual service unutilised by the customer
is recognised as revenue on completion of the
term.
b) Products
Revenue from products are recognised when the
significant risks and rewards of ownership have
been transferred to the buyer, continuing managerial
involvement usually associated with ownership
and effective control have ceased, the amount of
revenue can be measured reliably, it is probable that
economic benefits associated with the transaction
will flow to the Company and the costs incurred or
to be incurred in respect of the transaction can be
measured reliably.
c) Multiple element arrangements
Revenue from contracts with multiple-element
arrangements are recognised 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 recognised at the time of
sale.
Revenues are shown net of sales tax, value
added tax, service tax, goods and sales tax and
applicable discounts and allowances.
139
Standalone Financial Statements under Ind ASAnnual Report 2017-18
•
•
•
The Company accrues the estimated cost of
warranties at the time when the revenue is
recognised. 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 recognised as
an asset and amortised 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.
(xiv) 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 recognised in the statement of
profit and loss using the effective interest method.
(xv) Other income
Other income comprises interest income on deposits,
dividend income and gains / (losses), net, on disposal
of investments. Interest income is recognised using
the effective interest method. Dividend income is
recognised when the right to receive payment is
established.
(xvi) Income tax
Income tax comprises current and deferred tax.
Income tax expense is recognised in the statement
of profit and loss except to the extent it relates to a
business combination, or items directly recognised
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 recognised amounts and where it intends
either to settle on a net basis, or to realise the asset
and liability simultaneously.
b) Deferred income tax
Deferred income tax is recognised using the balance
sheet approach. Deferred income tax assets and
liabilities are recognised for deductible and taxable
temporary differences arising between the tax base
140
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 recognised 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 utilised.
Deferred income tax liabilities are recognised for
all taxable temporary differences except in respect
of taxable temporary differences that is expected
to reverse within the tax holiday period, 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 utilised.
Deferred income tax assets and liabilities are
measured at the tax rates that are expected to apply
in the period when the asset is realised 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 realised simultaneously.
(xvii) 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.
The number of equity shares and potentially dilutive
equity shares are adjusted retrospectively for all
periods presented for any splits and bonus shares
issues including for change effected prior to the
Standalone Financial Statements under Ind ASWipro Limited
approval of the financial statements by the Board of
Directors.
(xviii) Cash flow statement
Cash flows are reported using the indirect method,
whereby profit for the period is adjusted for the
effects of transactions of a non-cash nature, any
deferrals or accruals of past operating cash receipts
or payments and item of income or expenses
associated with investing or financing cash flows.
The cash from operating, investing and financing
activities of the Company are segregated.
(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.
(xx) Non-current assets and disposal groups held for sale
Assets of disposal groups that is available for
immediate sale and where the sale is highly probable
of being completed within one year from the date of
classification are considered and classified as assets
held for sale. Noncurrent assets and disposal groups
held for sale are measured at the lower of carrying
amount and fair value less costs to sell.
New accounting standards adopted by the Company:
The accounting policies adopted in the preparation
of the financial statements are consistent with those
followed in the preparation of the Company’s annual
financial statements for the year ended March 31,
2017.
Amendment to Ind AS 7- Statement of Cash Flows
The amendment requires entities to provide
disclosures about changes in their liabilities arising
from financing activities, including both changes
arising from cash flows and non-cash changes
(such as foreign exchange gains or losses). On
initial application of the amendment, entities are
not required to provide comparative information for
preceding periods. The effect on adoption of Ind AS
7 on the financial statements is insignificant.
New accounting standards not yet adopted:
A new standard and amendment to a standard are not
yet effective for annual periods beginning after April
1, 2017, and have not been applied in preparing these
financial statements. New standard and amendment
to standard that could have a potential impact on the
financial statements of the Company are:
Ind AS 115- Revenue from Contract with Customers
In March 2018, Ministry of Corporate Affairs
(“MCA”) has notified the Ind AS 115, Revenue from
Contract with Customers. Ind AS 115 replaces
existing revenue recognition standards Ind AS 11,
Construction Contracts,Ind AS 18, Revenue and
revised guidance note of the Institute of Chartered
Accountants of India (ICAI) on Accounting for Real
Estate Transactions for Ind AS entities issued in
2016. According to the new standard, revenue is
recognised 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. Ind
AS 115 establishes a five-step model that will apply to
revenue earned from a contract with a customer (with
limited exceptions), regardless of the type of revenue
transaction or the industry. Extensive disclosures will
be required,including disaggregation of total revenue;
information about performance obligation; changes
in contract asset and liability account balances
between periods and key judgments and estimates.
The standard allows for two methods of transition:
the full retrospective approach, under which the
standard will be applied retrospectively to each
reported period presented, or the cumulative catch
up approach, where the cumulative effect of applying
the standard retrospectively is recognised at the
date of initial application. The standard is effective
for annual periods beginning on or after April 1,
2018. The Company will adopt this standard using
the cumulative catch up transition method effective
April 1, 2018 and accordingly, the comparative for
year ended March 31, 2018, will not be retrospectively
adjusted. The adoption of the new standard is
expected to result in a reduction of approximately
`1,604 in opening retained earnings, primarily
relating to certain contract costs because these
will not meet the criteria for recognition as contract
fulfillment asset.
Appendix B to Ind AS 21, Foreign Currency
Transactions and Advance Consideration
In March 2018, Ministry of Corporate Affairs (“MCA”)
has notified the Companies (Indian Accounting
Standards) Amendment Rules, 2018 containing
Appendix B to Ind AS 21, 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 recognises 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 the amendment is
annual reporting periods beginning on or after April
1, 2018, though early adoption is permitted. The
Company will apply the interpretation prospectively
from the effective date and the effect on adoption of
Appendix B to Ind AS 21 on the financial statements
is insignificant.
141
Standalone Financial Statements under Ind ASAnnual Report 2017-18
4. Property, Plant and Equipment
Land
Buildings
Plant and
machinery *
Furniture
and
fixtures
Office
equipment
Vehicles
Total
Gross carrying value:
As at April 1, 2016
` 3,490 ` 21,772 `
59,293 ` 8,506
` 3,511 `
490 ` 97,062
Additions
Disposals/ adjustments
-
-
353
(13)
As at March 31, 2017
` 3,490 ` 22,112 `
10,772
756
562
5
12,448
(5,336)
(335)
64,729 ` 8,927
(26)
` 4,047 `
(164)
(5,874)
331 ` 103,636
Accumulated depreciation/
impairment:
As at April 1, 2016
Depreciation
Disposals/ adjustments
As at March 31, 2017
Net book value as at March
31, 2017
Gross carrying value:
- ` 3,814 `
46,695 ` 6,850
` 2,810 `
475 ` 60,644
-
718
8,586
486
34
-
- ` 4,566 `
(4,301)
(225)
50,980 ` 7,111
288
7
` 3,105 `
4
10,082
(160)
(4,645)
319 ` 66,081
` 3,490 ` 17,546 `
13,749 ` 1,816
`
942 `
12 ` 37,555
As at April 1, 2017
` 3,490 ` 22,112 `
64,729 ` 8,927
` 4,047 `
331 ` 103,636
Additions
Disposals/ adjustments
Assets reclassified as held
for sale
-
-
-
1,202
(175)
-
7,428
(6,247)
(305)
811
(589)
-
517
(220)
-
943
(267)
-
10,901
(7,498)
(305)
As at March 31, 2018
` 3,490 ` 23,139 `
65,605 ` 9,149
` 4,344 `
1,007 ` 106,734
Accumulated depreciation/
impairment:
As at April 1, 2017
Depreciation
Disposals/ adjustments
Assets reclassified as held
for sale
- ` 4,566 `
50,980 ` 7,111
` 3,105 `
319 ` 66,081
-
-
-
740
(57)
-
7,690
(5,847)
(221)
552
(490)
-
349
(215)
-
358
(232)
-
9,689
(6,841)
(221)
As at March 31, 2018
- ` 5,249 `
52,602 ` 7,173 `
3,239 `
445 ` 68,708
Net book value as at March
31, 2018
` 3,490 ` 17,890 `
13,003 ` 1,976 `
1,105 `
562 ` 38,026
* Including net carrying value of computer equipment and software amounting to ` 9,461 and ` 7,099 as at March
31, 2018 and 2017 respectively.
Interest capitalised by the Company was ` 157 and ` 89 for the year ended March 31, 2018 and 2017 respectively.
The capitalization rate used to determine the amount of borrowing cost capitalised for the year ended March 31,
2018 and 2017 are 1.9% and 2.4%, respectively.
142
Standalone Financial Statements under Ind ASWipro Limited
5. Goodwill and other intangible assets
The Company is organized by two operating segments: IT Services and IT Products. Goodwill as at March 31, 2018
and 2017 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:
CGUs
Energy, Natural Resources and Utilities (ENU)
Banking Financial Services and Insurance (BFSI)
Total
As at
March 31, 2018
` 3,782
March 31, 2017
` 3,782
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 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 categorised 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, 2018 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, 2018
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.
Movement in intangible assets is given below:
Gross carrying value:
As at April 1, 2016
Additions
Disposal/ adjustment
As at March 31, 2017
Accumulated amortization/ impairment:
As at April 1, 2016
Amortization
Disposal/ adjustment
As at March 31, 2017
Net carrying value as at March 31, 2017
Gross carrying value:
As at April 1, 2017
Additions
Disposal/ adjustment
As at March 31, 2018
Intangible assets
Customer
related
Marketing
related *
Total
` 738
` 78 ` 816
2,175
-
2,913
-
-
78
2,175
-
2,991
` 367
` 74 ` 441
387
-
13
(35)
400
(35)
754
` 2,159
52
806
` 26 ` 2,185
` 2,913
` 78 ` 2,991
-
-
-
-
` 2,913
-
-
` 78 ` 2,991
143
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Accumulated amortization/impairment:
As at April 1, 2017
Amortization
Disposal/ adjustment
As at March 31, 2018
Net carrying value as at March 31, 2018
Intangible assets
Customer
related
Marketing
related *
Total
` 754
` 52 ` 806
397
26
423
-
` 1,151
` 1,762
-
-
` 78 ` 1,229
` 1,762
` -
* 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 5 years as of March 31, 2018.
6.
Investments
Non-current Investments
Financial instruments at FVTOCI
Equity instruments -unquoted (Refer note 6.1)
Financial instruments at amortised cost
Inter corporate and term deposits-unquoted **
Investment in Subsidiaries- unquoted
Aggregate amount of unquoted investments
Aggregate amount of impairment in value of investments in subsidiaries***
Current Investments
As at
March 31, 2018 March 31, 2017
228
3,533
3,500
` 3,728
54,688
` 58,416
58,416
-
1,774
` 5,307
54,687
` 59,994
59,994
2,196
As at
March 31, 2018 March 31, 2017
Financial instruments at FVTPL
Investments in liquid and short-term mutual funds -unquoted *
Others - Debentures -unquoted
` 46,438
-
` 104,675
569
Financial instruments at FVTOCI
Equity instruments -unquoted (Refer note 6.1)
Commercial paper, Certificate of deposits and bonds -unquoted
(Refer note 6.2)
Non-convertible debentures and bonds - quoted (Refer note 6.3)
Financial instruments at amortised cost
Inter corporate and term deposits -unquoted **
Investment in Subsidiaries- unquoted (Refer note 36)
Aggregate amount of quoted investments and aggregate market value thereof
Aggregate amount of unquoted investments
1,545
23,343
152,891
-
65,279
80,335
24,158
` 248,375
37
` 248,412
152,891
95,521
40,609
` 291,467
-
` 291,467
80,335
211,132
* Investments in liquid and short-term mutual funds include investments amounting to ` Nil (March 31, 2017:
` 117) pledged as margin money deposits for entering into currency future contracts.
144
Standalone Financial Statements under Ind ASWipro Limited
** These deposits earn a fixed rate of interest.
** Term deposits include deposits in lien with banks amounting to ` 453 (March 31, 2017: ` 308).
*** Wipro Holdings (Mauritius) Limited was liquidated during the year ended March 31, 2018.
Details of investments:
6.1 Details of investments in equity instruments-other than subsidiaries(fully paid-up) - classified as FVTOCI
Particulars
Non-Current
Opera Solutions LLC
Mycity Technology Limited
Wep Peripherals Limited
Wep Solutions Limited
Drivestream India Private Limited
Altizon Systems Private Limited
Current
Opera Solutions LLC
Total
Number of Shares
As at
Carrying value
As at
March 31,
2018
March 31,
2017
March 31,
2018
March 31,
2017
-
44,935
306,000
1,836,000
267,600
16,018
2,390,433
44,935
306,000
1,836,000
267,600
16,018
2,390,433
-
` -
-
39
72
19
98
` 228
` 3,232
45
42
97
19
98
` 3,533
` 1,545
` 1,545
` 1,773
` -
` -
` 3,533
6.2 Investment in certificate of deposits/ commercial papers and bonds (unquoted)– classified as FVTOCI
Particulars of issuer
Current
Kotak Mahindra Investments Limited
Canfin Homes Limited
Kotak Mahindra Prime Limited
IDFC Limited
L&T Finance Limited
HDB Financial Services Limited
LIC Housing Finance Limited
L&T Infrastructure Finance Company Limited
Mahindra & Mahindra Financial Services Limited
Bajaj Finance Limited
Sundaram Finance Limited
Aditya Birla Finance Limited
Housing Development Finance Corp Limited
L&T Housing Finance Limited
Shriram Transport Finance Limited
Tata Capital Financial Services Limited
Tata Capital Housing Finance Limited
Total
As at
March 31, 2018
March 31, 2017
` 4,808
` 4,643
4,545
3,333
3,223
2,143
1,980
1,532
931
495
299
54
-
-
-
-
-
755
9,931
9,482
1,847
3,649
8,153
1,605
3,075
1,064
1,968
4,103
4,837
2,328
533
5,903
-
` 23,343
1,403
` 65,279
145
Standalone Financial Statements under Ind ASAnnual Report 2017-18
6.3 Investment in non-convertible deposits and bonds (quoted) – classified as FVTOCI
As at
March 31, 2018
March 31, 2017
` 21,231
` 1,659
18,667
18,456
10,288
10,969
6,962
6,923
6,643
6,169
6,126
5,899
5,202
5,045
4,986
1,569
4,238
3,796
1,904
1,951
1,842
1,247
968
960
427
423
-
4,223
18,359
2,026
7,830
1,390
-
4,864
3,457
5,709
3,649
2,983
715
4,737
2,088
1,873
3,776
-
-
1,715
1,024
440
958
425
423
6,012
` 152,891
` 80,335
Particulars of issuer
Current
LIC Housing Finance Limited
Housing Development Finance Corp Limited
National Highways Authority Of India
Kotak Mahindra Prime Limited
HDB Financial Services Limited
Tata Capital Financial Services Limited
Hero Fincorp Limited
Sundaram Finance Limited
L&T Finance Limited
L&T Infrastructure Finance Company Limited
Mahindra & Mahindra Financial Services Limited
Aditya Birla Finance Limited
Tata Capital Housing Finance Limited
L&T Housing Finance Limited
Idfc Limited
Bajaj Finance Limited
Indian Railway Finance Corporation Limited
Canfin Homes Limited
6.79% GOI Security 2027
Kotak Mahindra Investments Limited
Gruh Finance Limited
NABARD
Power Finance Corporation Limited
NTPC Limited
Rural Electrification Corporation Limited
Shriram Transport Finance Limited
Total
146
Standalone Financial Statements under Ind ASWipro Limited 6.4 Details of investment in unquoted equity and preference instruments of subsidiaries (fully paid up)
Number of Units as at
Balances as at
Currency
Face
Value
March 31,
2018
March 31,
2017
March 31,
2018
March 31,
2017
Name of the subsidiary
Non-Current
Equity Instrument
Wipro Trademarks Holding Limited
Wipro Travel Services Limited
Wipro Holdings (Mauritius) Limited *
Wipro LLC
Wipro Japan KK
Wipro Japan KK
Wipro Shanghai Limited
Wipro Cyprus Private Limited
Wipro Networks Pte Limited
Wipro Chengdu Limited
Wipro Airport IT Services
Limited(Refer note 36)
Wipro Overseas IT Services Pvt. Ltd.
Appirio India Cloud Solutions
Private Limited
Wipro Holdings UK Limited
Wipro IT Services Bangladesh Limited
Sub-total
Preference Shares
Wipro Cyprus Private Limited
(Redeemable)
Wipro Holdings (Mauritius) Limited
(Redeemable) *
Wipro Trademarks Holding Limited
(9% cumulative redeemable)
Sub-total
Total Non-Current
Current
Wipro Airport IT Services Limited
(Refer note 36)
Total Current
`
`
USD
USD
JPY
USD
EUR
SGD
`
`
`
USD
BDT
EUR
USD
`
`
10
10
1
2,500
Note 1
Note 2
1
1
Note 2
10
10
10
1
10
1
1
10
93,250
66,171
93,250
66,171
- 105,468,318
22
1
-
180,378
180,378
23,135
650
16
-
650
16
-
163,611
163,611
28,126,108
28,126,108
-
-
-
3,700,000
50,000
50,000
800,000
800,000
130,151,974
10,000,000
-
-
6
641
9
18,903
1,339
24
-
^
995
4,480
78
22
1
4,747
23,135
10
1002
9
18,903
1,339
24
37
^
995
-
-
49,633
50,224
45,000
45,000
5,055
-
-
25,000,000
1,800
5055
1604
^
6,659
56,883
-
-
-
-
5,055
54,688
37
37
10
3,700,000
-
Total investment in unquoted equity and preference instruments of subsidiaries
54,725
56,883
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.
* Wipro Holdings (Mauritius) Limited was liquidated during the year ended March 31, 2018.
^ Value of investment is less than `1
147
Standalone Financial Statements under Ind ASAnnual Report 2017-18
7.
Trade receivables
Unsecured
Considered good
Considered doubtful
Less: Allowance for lifetime expected credit loss (Refer note 26)
Included in the financial statement as follows:
Non-current
Current
The activity in the allowance for lifetime expected credit loss is given below:
Balance at the beginning of the year
Additions during the year, net
Uncollectable receivables charged against allowance
Balance at the end of the year
8. Cash and cash equivalents
As at
March 31, 2018 March 31, 2017
` 99,466
11,514
` 110,980
(11,514)
` 99,466
` 85,297
7,722
` 93,019
(7,722)
` 85,297
4,446
95,020
3,998
81,299
As at
March 31, 2018 March 31, 2017
` 7,568
1,825
(1,671)
` 7,722
` 7,722
3,792
-
` 11,514
Cash and cash equivalents as of March 31, 2018 and 2017 consists of cash and balances on deposit with banks.
Cash and cash equivalents consists of the following:
Balances with banks
Current accounts
Unclaimed dividend
Demand deposits *
Cheques, drafts on hand
As at
March 31, 2018 March 31, 2017
` 10,897
43
12,035
245
` 23,220
` 15,969
50
18,555
592
` 35,166
* These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on
the principal.
Cash and cash equivalents consists of the following for the purpose of the cash flow statement:
Cash and cash equivalents
Bank overdrafts
As at
March 31, 2018 March 31, 2017
` 35,166
(1,544)
` 33,622
` 23,220
(3,998)
` 19,222
148
Standalone Financial Statements under Ind ASWipro Limited
9. Other Financial Assets
Non-current
Advance to related parties
Security deposits
Other deposits
Finance lease receivables
Current
Due from officers and employees
Finance lease receivables
Interest receivable
Security Deposits
Others
Considered doubtful
Less : Provision for doubtful advances
Total
The activities in the provision for doubtful advances is given below:
Balance at the beginning of the year
Addition during the year, net
Uncollectable advances charged against allowance
Balance at the end of the year
Finance lease receivables
Leasing arrangements
As at
March 31, 2018 March 31, 2017
` -
984
247
1,847
` 3,078
` 559
1,381
426
1,099
1,753
790
` 6,008
(790)
` 5,218
` 8,296
` 43
1,497
49
1,956
` 3,545
` 757
1,560
2,147
173
1,514
469
` 6,620
(469)
` 6,151
` 9,696
As at
March 31, 2018 March 31, 2017
` 714
16
(261)
` 469
` 469
327
(6)
` 790
Finance lease receivables consist of assets that are leased to customers for contract terms ranging from 1 to 5
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 at
Present value of minimum
lease payment
As at
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
receivables
Included in the balance sheet as follows:
- Non-current finance lease receivables
- Current finance lease receivables
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
` 1,560
1,898
-
58
3,516
-
` 1,381
1,847
-
-
3,228
-
` 1,484
1,969
-
-
3,453
(225)
` 1,737
1979
-
62
3,778
(262)
` 3,228
` 3,516
` 3,228
` 3,516
1,847
1,381
1,956
1,560
149
Standalone Financial Statements under Ind ASAnnual Report 2017-18
10.
Inventories
Finished goods [including goods in transit- ` 3 (` 2 for March 31, 2017)
Stock-in-trade
Stores and spares
11. Other assets
Non-current
Capital advances
Prepaid expenses including rentals for leasehold land and Deposits
Others
Assets reclassified as held for sale
Current
Prepaid expenses
Due from officers and employees
Advances to suppliers
Deferred contract costs
Balance with excise, customs and other authorities
Assets reclassified as held for sale
Total
12. Share Capital
Authorised capital
5,500,000,000 (March 31, 2017: 2,917,500,000) equity shares
[Par value of ` 2 per share]
25,000,000 (March 31, 2017: 25,000,000) 10.25 % redeemable cumulative
preference shares [Par value of ` 10 per share]
150,000 (March 31, 2017:1,50,000) 10% Optionally convertible cumulative
preference shares [Par value of ` 100 per share]
Issued, subscribed and fully paid-up capital
4,523,784,491 (March 31, 2017: 2,430,900,565) equity shares of ` 2 each
As at
March 31, 2018 March 31, 2017
` 5
2,746
808
` 3,559
` 3
2,171
769
` 2,943
As at
March 31, 2018 March 31, 2017
` 1,389
5,870
4,468
(113)
` 11,614
` 9,750
1,147
1,191
2,846
3,442
(254)
` 18,122
` 29,736
` 1,573
6,984
3,175
-
` 11,732
` 8,583
1,384
1,169
4,270
2,013
-
` 17,419
` 29,151
As at
March 31, 2018 March 31, 2017
` 11,000
` 5,835
250
250
15
` 11,265
15
` 6,100
9,048
` 9,048
4,861
` 4,861
Terms / Rights attached to equity shares
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 recognised as distributions to equity shareholders:
Interim dividend
150
For the year ended
March 31, 2018 March 31, 2017
` 2
` 1
Standalone Financial Statements under Ind ASWipro Limited
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
As at March 31, 2018
No of shares ` million
As at March 31, 2017
No of shares ` million
Opening number of equity shares / American Depository
Receipts (ADRs) outstanding
Equity shares issued pursuant to Employee Stock Option
Plan*
Issue of bonus shares (Refer note 28)
Buyback of equity shares (Refer note 28)
Closing number of equity shares / ADRs outstanding
2,430,900,565
4,861
2,470,713,290
4941
3,559,599
2,433,074,327
(343,750,000)
-
8
4,866
(687)
9,048
187,275
-
(40,000,000)
2,430,900,565
^
-
(80)
4,861
* 4,351,775 shares have been issued by the Controlled trust on exercise of options during the year ended March
31, 2018.
^ Value is less than ` 1
ii. Details of shareholders holding more than 5% of the total equity shares of the Company
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, 2018
No of shares % held
As at March 31, 2017
No of shares % held
741,912,000
16.40
370,956,000
15.26
890,813,582
19.69
452,906,791
18.63
903,239,580
618,461,626
19.97
13.67
451,619,790
399,065,641
18.58
16.42
iii. Other details of equity shares for a period of five years immediately preceding March 31, 2018
(a) 2,433,074,327 bonus shares were issued during the year ended March 31, 2018 . Refer note 28.
(b) 343,750,000 equity shares and 40,000,000 equity shares were bought back by the company during the year
ended March 31, 2018 and 2017 respectively. Refer note 28.
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 30.
13. Borrowings
Non-current
Secured
Long term maturities of obligations under finance leases *
Unsecured
External commercial borrowings (ECB)**
Loans from institutions other than banks ***
Total Non-current
As at
March 31, 2018 March 31, 2017
` 539
` 539
` 1,161
` 1,161
-
185
185
` 724
9,728
574
10,302
` 11,463
151
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Current
Unsecured
Bank overdrafts
Borrowings from banks
Total current borrowings
Total borrowings
As at
March 31, 2018 March 31, 2017
` 3,998
42,479
46,477
` 47,201
` 1,544
48,642
50,186
` 61,649
* Current obligations under financial leases amounting to ` 868 (March 31, 2017: ` 1,108) is classified under “Other
current financial liabilities”. Refer note 31.
** Current obligations under external commercial borrowings amounting to ` 9,777 (March 31, 2017: ` NIL) is
classified under “Other current financial liabilities”.
*** Current obligations under Loans from institutions other than banks amounting to ` 182 (March 31, 2017:
` 342) is classified under “Other current financial liabilities”.
Short-term loans and borrowings
Unsecured bank overdrafts
Unsecured borrowings from banks
Indian Rupee
` 3,998
42,479
` 46,477
As at March 31, 2018
Interest rate
Fixed
Fixed/ Monthly
Libor
Interest rate
8.25%
1 Month Libor,
6.25%
As at March 31, 2017
Indian Rupee
` 1,544
48,642
` 50,186
The principal source of Short-term borrowings from banks as of March 31, 2018 primarily consists of lines of
credit of approximately `10,000 (2017: ` 204) and U.S. Dollar (U.S. $) 1,081 Million (2017: U.S. $ 1,386 Million)
from bankers for working capital requirements and other short-term needs. As of March 31, 2018, the Company
has unutilised lines of credit aggregating ` 1,003 (2017: ` NIL) and U.S.$ 506 Million (2017: U.S. $ 632 Million).
To utilise 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 `33,791 and ` 44,136
as of March 31, 2018 and 2017, respectively, towards operational requirements that can be used for the issuance
of letters of credit and bank guarantees. As of March 31, 2018 and 2017, an amount of `16,974 and ` 26,761
respectively, was unutilised out of these non-fund based facilities.
Long-term borrowings
A summary of long- term borrowings is as follows:
As at March 31, 2018
As at March 31, 2017
Foreign
currency
in millions
Indian
Rupee
Interest
rate
Final
maturity
Foreign
currency
in millions
Indian
Rupee
150
9,777
1.94% June 2018
150
9,728
NA
367 8.30% -
9.40%
December
2021
NA
916
` 10,144
1,407 1.43%-
10.61%
` 11,551
` 10,644
2,269
` 12,913
Unsecured external commercial borrowing
USD
Unsecured Loans from institutions other
than banks
Indian Rupee
Secured obligations under finance leases
152
Standalone Financial Statements under Ind ASWipro Limited
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, 2018
and 2017 the Company has met all the covenants under these arrangements.
Changes in financing liabilities arising from cash and non-cash changes:
Borrowings from banks
Bank overdrafts
External commercial borrowings *
Obligations under finance leases *
Loans from institutions other than
banks*
Total
April 1,
2017 Cash flow
48,642
(10,598)
1,544
9,728
2,269
2,454
-
(1,033)
916
(549)
63,099
(9,726)
Non-Cash Changes
Assets taken on
financial lease
Foreign exchange
movements
March 31,
2018
-
-
-
172
-
172
4,435
42,479
-
49
(1)
-
3,998
9,777
1,407
367
4,483
58,028
* Includes current obligations under borrowings classified under “Other current financial liabilities”
14. Trade payables
Trade payables
As at
March 31, 2018 March 31, 2017
` 38,186
` 38,186
` 41,762
` 41,762
Trade payables includes due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006,
[MSMED Act] as at March 31, 2018 and March 31, 2017. The disclosure pursuant to the said Act is as under:
Particulars
Principal amount remaining unpaid
Interest due thereon remaining unpaid
Interest paid by the Company in terms of Section 16 of the MSMED Act, along
with the amount of the payment made to the supplier beyond the appointed day
Interest due and payable for the period of delay in making payment (which
have been paid but beyond the appointed day during the period) but without
adding interest specified under the MSMED Act
Interest accrued and remaining unpaid
Interest remaining due and payable even in the succeeding years, until such
date when the interest dues as above are actually paid to the small enterprises
^ Value is less than ` 1.
As at
March 31, 2018 March 31, 2017
` 30
` 38
^
197
-
14
^
^
78
-
7
^
This information has been determined to the extent such parties have been identified on the basis of information
available with the Company.
153
Standalone Financial Statements under Ind ASAnnual Report 2017-18
15. Other financial liabilities
Non-current
Deposits and others
Current
Salary Payable
Current maturities of long term borrowings (Refer note 13)
Current maturities of obligation under finance lease (Refer note 13)
Interest accrued but not due on borrowing
Unclaimed dividends
Balances due to related parties (Refer note 32)
Others
Total
16. Provisions
Non-current:
Provision for employee benefits
Provision for warranty
Current:
Provision for employee benefits
Provision for warranty
Others
Total
As at
March 31, 2018 March 31, 2017
` -
` -
` 77
` 77
` 13,989
` 15,904
9,959
868
130
43
-
342
1,108
93
50
91
354
` 25,343
` 25,343
40
` 17,628
` 17,705
As at
March 31, 2018 March 31, 2017
` 1,685
` 3,729
3
` 1,688
4
` 3,733
` 6,787
` 4,767
269
307
878
` 7,934
` 9,622
1,195
` 6,269
` 10,002
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 utilised 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:
Particulars
Provision at the beginning of the year
Additions during the year, net
Utilised/ reversed during the year
Provision at the end of the year
Included in the balance sheet as follows:
Non-current portion
Current portion
154
Year ended March 31, 2018
Year ended March 31, 2017
Provision for
warranty
Others
Total
` 311 ` 1,195 ` 1,506
299
(655)
` 1,150
17
(334)
` 272 ` 878
282
(321)
Provision for
warranty
Others
Total
` 350 ` 1,227 ` 1,577
561
(632)
` 311 ` 1,195 ` 1,506
381
(420)
180
(212)
` 3 ` -
` 269 ` 878
` 3
` 1,147
` 4 ` - ` 4
` 307 ` 1,195 ` 1,502
Standalone Financial Statements under Ind ASWipro Limited
17. Other liabilities
Non-current
Others
Current
Statutory and other liabilities
Advance from customers
Others
Total
18. Financial instruments
Financial assets and liabilities (carrying value / fair value)
Assets
Cash and cash equivalents
Investments
Financial instrument at FVTPL
Financial instrument at FVTOCI
Financial instrument at Amortised cost
Investment in Subsidiaries
Loans to Subsidiaries
Other financial assets
Trade receivables
Unbilled revenues
Other assets
Derivative assets
Liabilities
Trade payables and other payables
Trade payables
Other financial liabilities
Borrowings
Derivative liabilities
As at
March 31, 2018 March 31, 2017
2,296
` 2,296
349
` 349
` 3,067
` 2,668
1,224
1,843
684
` 4,975
` 7,271
613
` 5,124
` 5,473
As at
March 31, 2018 March 31, 2017
23,220
35,166
46,438
25,116
27,658
54,725
-
99,466
30,256
8,296
1,273
105,244
68,812
42,383
54,687
1,917
85,297
32,845
9,696
9,853
316,448
445,900
41,762
25,343
47,201
2,198
38,186
17,705
61,649
2,710
116,504
120,250
155
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Offsetting financial assets and liabilities
The following table contains information on other financial assets and trade payables and other payables subject
to offsetting:
As at
March 31, 2018 March 31, 2017
Financial Assets:
Gross amounts of recognised other financial assets
` 144,104
` 132,176
Gross amounts of recognised trade payables and other liabilities set off in
the balance sheet
(6,086)
(4,338)
Net amounts of recognised other financial assets presented in the balance sheet
` 138,018
` 127,838
Financial liabilities
Gross amounts of recognised trade payables and other payables
` 73,191
` 60,229
Gross amounts of recognised trade payables and other liabilities set off in
the balance sheet
Net amounts of recognised trade payables and other payables presented in
the balance sheet
(6,086)
(4,338)
` 67,105
` 55,891
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, 2018, 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 and bonds 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).
156
Standalone Financial Statements under Ind ASWipro Limited
The following table presents fair value of hierarchy of assets and liabilities measured at fair value on a recurring
basis:
As at March 31, 2018
As at March 31, 2017
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
Fair value measurements
at reporting date using
Level 2
Level 1
Level 3
Total
Total
Fair value measurements
at reporting date using
Level 2
Level 1
Level 3
1,139
134
-
-
1,139
134
-
-
7,307
2,546
-
-
7,307
2,120
-
426
46,438
46,438
-
1,773
-
-
-
-
-
- 104,675 104,675
-
569
1,773
3,533
-
-
-
569
-
-
-
3,533
176,234
1,951 174,283
- 145,614
- 145,614
(1,269)
(929)
-
-
(1,269)
(929)
-
-
(55)
(2,655)
-
-
(55)
(2,655)
-
-
-
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, 2018, 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 recognised 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
Balance as at April 1, 2016
Gain/(loss) recognised in statement of profit and loss
Gain/(loss) recognised in other comprehensive income
Balance as at March 31, 2017
Balance as at April 1, 2017
Gain/(loss) recognised in statement of profit and loss
Gain/(loss) recognised in other comprehensive income
Balance as at March 31, 2018
Investments in
equity instruments
` 3,716
-
(183)
` 3,533
` 3,533
-
(1,760)
` 1,773
Derivative Assets –
Others
` 558
(132)
-
` 426
` 426
(426)
-
` -
157
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Description of significant unobservable inputs to valuation:
Item
Valuation technique
As at March 31, 2018
Significant unobservable
inputs
Movement
by
Increase
(`)
Decrease
(`)
Unquoted equity
investments *
Third party quote
Forecast Revenues
1.0%
18
(18)
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
Movement
by
0.5%
0.5%
Increase
(`)
55
(93)
Decrease
(`)
(51)
101
0.5x
179
(186)
2.5%
1 year
31
60
(31)
(69)
* Carrying value of ` 1,545 and ` 3,232 as at March 31, 2018 and 2017 respectively.
A one percentage point change in the unobservable inputs used in fair valuation of Level 3 assets and liabilities
does not have a significant impact in its value.
Derivative 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 parties in these derivative
instruments are primarily banks and the Company considers the risks of non-performance by the counterparty
as non-material.
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts
outstanding:
As at
(in millions)
March 31, 2018
March 31, 2017
Notional
Fair value
Notional
Fair value
USD
€
£
AUD
USD
€
£
USD
€
£
AUD
SGD
904
134
147
77
182
10
13
919
58
95
77
6
`
`
`
`
`
`
`
`
`
`
`
`
951
(531)
(667)
29
5
2
5
(348)
6
(56)
68
(1)
USD
€
£
AUD
USD
€
£
USD
€
£
AUD
SGD
886
228
280
129
130
-
-
889
83
82
51
3
`
`
`
`
`
`
`
`
`
`
`
`
3,627
1,166
2,475
154
106
-
-
1,714
(4)
79
3
(3)
Designated derivatives instruments
Sell : Forward contracts
Range forward options contracts
Non-designated derivatives instruments
Sell : Forward contracts
158
Standalone Financial Statements under Ind ASWipro Limited
March 31, 2018
March 31, 2017
As at
(in millions)
Notional
132
14
6
62
8
36
11
10
61
34
3
50
20
575
399
9
ZAR
CAD
CHF
SAR
AED
PLN
QAR
TRY
MXN
NOK
OMR
USD
£
USD
JPY
DKK
Fair value
(16)
32
3
^
^
12
(3)
8
(6)
3
(1)
(6)
(2)
(417)
6
(1)
`
`
`
`
`
`
`
`
`
`
`
`
`
`
Notional
262
41
-
49
69
31
-
-
-
-
-
-
-
750
-
-
ZAR
CAD
CHF
SAR
AED
PLN
QAR
TRY
MXN
NOK
OMR
USD
£
USD
JPY
DKK
Fair value
(17)
22
-
11
^
^
-
-
-
-
-
-
-
(2,616)
-
-
`
`
`
`
`
`
`
`
`
`
`
`
Range forward options contracts
Buy : Forward contracts
^ Value is less than ` 1.
The following table summarises 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, 2018 March 31, 2017
` 2,367
` 7,325
(6)
(5)
(7,450)
` (7,461)
` (136)
29
` (107)
74
12,391
(7,507)
` 4,958
` 7,325
(1,419)
` 5,906
The related hedge transactions for balance in cash flow hedging reserves as of March 31, 2018 are expected to
occur and be reclassified to the statement of profit and loss over a period of two years.
As at March 31, 2018 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 year ended March 31,
2018 and March 31, 2017 is not material.
159
Standalone Financial Statements under Ind ASAnnual Report 2017-18
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 borrowings in the balance sheet.
Financial risk management
Market Risk
Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change
in the price of a financial instrument. The value of a financial instrument may change as a result of changes in
the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive
instruments. Market risk is attributable to all market risk sensitive financial instruments including investments,
foreign currency receivables, payables and loans and borrowings.
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, 2018 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 ` 1,500 (Statement of profit and loss `414 and other
comprehensive income ` 1,086) and ` 1,155 (Statement of profit and loss `139 and other comprehensive income
` 1,016) respectively decrease/increase in the fair value of foreign currency dollar denominated derivative
instruments.
160
Standalone Financial Statements under Ind ASWipro Limited
The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2018
and 2017:
Particulars
Trade receivables
Unbilled revenues
Cash and cash equivalents
Other assets
Borrowings *
Trade payables and other
financial liabilities
Net assets/ (liabilities)
Particulars
Trade receivables
Unbilled revenues
Cash and cash equivalents
Other assets
Borrowings *
Trade payables and other
financial liabilities
Net assets/ (liabilities)
US $
40,661
12,384
3,824
1,393
As at March 31, 2018
Euro
Pound
Sterling
6,758
5,175
1,685
279
8,847
2,375
2,055
1,710
(47,302)
(16,820)
(41)
(3,092)
(37)
(6,084)
Australian
Dollar
3,463
2,094
786
1,122
(165)
(1,515)
(` in millions)
Canadian
Dollar
1,934
338
34
1
-
(654)
Other
currencies #
10,679
1,480
2,177
308
Total
72,342
23,846
10,561
4,813
(137)
(3,871)
(47,682)
(32,036)
(5,860)
11,854
7,776
5,785
1,653
10,636
31,844
US $
31,293
14,030
11,934
1,237
As at March 31, 2017
Euro
Pound
Sterling
5,683
4,417
561
189
5,564
2,606
366
1,291
(58,785)
(21,050)
(494)
(5,159)
(604)
(5,838)
Australian
Dollar
Canadian
Dollar
1,780
570
-
7
-
(443)
Other
currencies #
8,590
2,461
590
348
Total
55,524
26,107
13,786
4,640
(509)
(3,101)
(60,929)
(37,048)
2,614
2,023
335
1,568
(537)
(1,457)
(21,341)
4,174
4,408
4,546
1,914
8,379
2,080
# Other currencies reflect currencies such as Singapore Dollars, Saudi Arabian Riyals etc.
* Includes current obligation under borrowings classified under “Other current financial liabilities”
As at March 31, 2018 and 2017, respectively, every 1% increase/decrease of the respective foreign currencies
compared to functional currency of the Company would impact results by approximately ` 318 and ` 21 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, 2018, additional net annual interest expense on floating
rate borrowing would amount to approximately ` 415.
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, 2018 and 2017, respectively and revenues for the year ended March 31, 2018 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 only buying securities which
161
Standalone Financial Statements under Ind ASAnnual Report 2017-18
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, 2018, 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
Borrowings *
Trade payables
Derivative liabilities
Other financial liabilities
Contractual cash flows
Borrowings *
Trade payables
Derivative liabilities
Other financial liabilities
As at March 31, 2018
Carrying
value
` 58,028
Less than
1 year
` 58,134
1-2
years
` 541
2-4
years
` 226
41,762
41,762
2,198
2,198
14,516
14,516
-
-
-
-
-
-
4-7
years
Total
` - ` 58,901
-
-
-
41,762
2,198
14,516
As at March 31, 2017
Carrying
value
` 63,099
Less than
1 year
1-2
years
` 52,387 ` 10,745
2-4
years
` 631
38,186
38,186
2,710
2,708
16,255
16,178
-
2
-
-
-
-
4-7
years
` 20
-
-
Total
` 63,783
38,186
2,710
77
16,255
* Includes current obligation under borrowings and financial leases classified under “Other current financial
liabilities”
The balanced view of liquidity and financial indebtedness is stated in the table below. This calculation of the net
cash position is used by the management for external communication with investors, analysts and rating agencies:
As at
March 31, 2018 March 31, 2017
` 35,166
` 23,220
248,412
(58,028)
291,467
(63,099)
-
` 213,604
1,917
` 265,451
Cash and cash equivalent
Investment
Borrowings*
Loans to subsidiaries
162
Standalone Financial Statements under Ind ASWipro Limited
19.
Income tax
Income tax expense has been allocated as follows:
Income tax expense
Current taxes
Deferred taxes
Income tax included in Other comprehensive income on:
Unrealised gains/ (losses) on investment securities
Gains/(losses) on cash flow hedging derivatives
Defined benefit plan actuarial gains
Total income taxes
Income tax expenses consists of the following:
Current taxes
Domestic
Foreign
Deferred taxes
Domestic
Foreign
Total income tax expense
Year ended
March 31, 2018 March 31, 2017
` 24,345
(1,230)
` 24,304
950
(645)
(1,448)
255
` 21,277
594
962
43
` 26,853
Year ended
March 31, 2018 March 31, 2017
18,591
5,754
24,345
20,323
3,981
24,304
(286)
(944)
(1,230)
` 23,115
743
207
950
` 25,254
Income tax expenses are net of reversal of provisions pertaining to earlier periods, amounting to ` 436 and ` 771
for the year ended March 31, 2018 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:
Profit before tax
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
Reversal of deferred tax liability for past years due to rate reduction *
Taxes related to prior years
Expenses disallowed for tax purpose
Others, net
Total income taxes expenses
Effective income tax rate
Year ended
March 31, 2018 March 31, 2017
` 106,871
34.61%
36,988
` 100,343
34.61%
34,729
(12,346)
(183)
277
(347)
(436)
1,422
(2)
` 23,115
23%
(12,572)
(167)
269
-
(771)
1,522
(15)
` 25,254
24%
*The “Tax Cuts and Jobs Act,” was signed into law on December 22, 2017(‘US Tax Reforms’) which among other
things, makes significant changes to the rules applicable to the taxation of corporations, such as changing the
corporate tax rate from 35% to 21% rate effective January 1, 2018.
163
Standalone Financial Statements under Ind ASAnnual Report 2017-18
For the year ended March 31, 2018, the Company took a positive impact of ` 347 on account of re-statement of
deferred tax items pursuant to US Tax Reforms.
The components of deferred tax assets and liabilities are as follows:
As at
March 31, 2018 March 31, 2017
` -
` 407
2,761
4,405
-
29
2,882
2,783
1,469
-
-
` 7,602
` (1,320)
135
` 7,269
` (1,683)
(90)
(1,739)
-
-
(899)
(2,245)
(1,419)
(62)
(396)
` (3,545)
` 4,057
-
` (6,308)
` 961
` 4,520
` 463
` 2,352
` 1,391
As at April
1, 2017
Credit/ (charge)
in the statement
of profit and loss
Credit/ (charge)
in the Other
comprehensive
income
As at March
31, 2018
-
2,882
2,783
1,469
(1,420)
(1,682)
(899)
(2,245)
(62)
135
961
407
134
1,622
(1,469)
-
363
809
(139)
62
(531)
1,258
-
(255)
-
-
1,448
-
-
407
2,761
4,405
-
28
(1,319)
(90)
645
(1,739)
-
-
1,838
-
(396)
4,057
Carry-forward losses
Other liabilities
Allowances for lifetime expected credit losses
Minimum alternate tax
Cash flow hedges
Others
Property, plant and equipment
Amortisable goodwill
Interest on bonds and fair value movement of investments
Cash flow hedges
Deferred revenue
Others
Net deferred tax assets / (liabilities)
Amounts presented in the balance sheet
Deferred tax assets
Deferred tax liabilities
Movement in deferred tax assets and liabilities
Movement during the year ended March 31, 2018
Particulars
Carry-forward losses
Other liabilities
Allowances for lifetime expected credit losses
Minimum alternate tax
Cash flow hedges
Property, plant and equipment
Amortisable goodwill
Interest on bonds and fair value movement of
investments
Deferred / unbilled revenue
Others
Total
164
Standalone Financial Statements under Ind ASWipro Limited
Movement during the year ended March 31, 2017
Particulars
Other liabilities
Allowances for lifetime expected credit losses
Minimum alternate tax
Cash flow hedges
Property, plant and equipment
Amortisable goodwill
Interest on bonds and fair value movement of
investments
Deferred / unbilled revenue
Others
Total
As at April
1, 2016
Credit/ (charge)
in the statement
of profit and loss
Credit/ (charge)
in the Other
comprehensive
income
As at March
31, 2017
3,161
2,819
1,490
(458)
(2,225)
(508)
(814)
16
51
3,532
(236)
(36)
(21)
-
543
(391)
(837)
(78)
84
(972)
(43)
-
-
(962)
-
-
2,882
2,783
1,469
(1,420)
(1,682)
(899)
(594)
(2,245)
-
-
(1,599)
(62)
135
961
Deferred taxes on unrealised foreign exchange gain / loss relating to cash flow hedges, fair value movements in
investments and actuarial gains/losses on defined benefit plans are recognised 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 realisability of deferred tax assets, the Company considers the extent to which it is probable
that the deferred tax asset will be realised. 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 realise the benefits of these deductible differences. The amount of
deferred tax asset considered realisable, however, could be reduced in the near term if the estimates of future
taxable income during the carry-forward period are reduced.
The Company has recognised deferred tax assets of ` 407 and ` Nil as at March 31, 2018 and 2017 in respect of
capital loss incurred on account of liquidation of a subsidiary. Management’s projections of future taxable capital
gain support the assumption that it is probable that sufficient taxable income will be available to utilise this
deferred tax asset.
Pursuant to the changes in the Indian income tax laws in the past years, 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 in
the past years and accordingly, a deferred tax asset of ` Nil and ` 1,469 has been recognised in the balance sheet
as of March 31, 2018 and 2017, respectively, which can be carried forward for a period of fifteen assessment years
immediately succeeding the assessment year in which it becomes allowable.
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 `11,598
165
Standalone Financial Statements under Ind ASAnnual Report 2017-18
and `11,927 for the year ended March 31, 2018 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 effect of these tax
incentives on earnings per share for the year ended March 31, 2018 and 2017 was `2.44 and `2.46, respectively.
Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable
temporary differences associated with US branch profit tax 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 recognised as the Company intends to reinvest the earnings in the branch operations. Further, it is not
practicable to estimate the amount of the unrecognised deferred tax liabilities for these undistributed earnings.
20. Revenue from operations
Sale of Services
Sales of Products
21. Other operating income
Year ended
March 31, 2018 March 31, 2017
` 432,788
23,608
` 456,396
` 430,638
16,462
` 447,100
During the year ended March 31, 2017, the Company had 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.
22. Other income
Interest income
Dividend income
Net Gain on sale of investments classified as FVTPL
Net Gain on sale of investments classified as FVTOCI
Finance and other income
Foreign exchange gain/(loss), net on financial instruments measured at FVTPL
Other foreign exchange differences, net
Foreign exchange gain/(loss), net
23. Changes in inventories of finished goods, work in progress and stock-in-trade
Opening stock
Finished products
Traded goods
Less:
Finished products
Traded goods
Decrease/ (Increase)
166
Year ended
March 31, 2018 March 31, 2017
` 17,922
311
3,822
220
22,275
` 17,300
609
5,410
174
23,493
(82)
1,385
1,303
` 24,796
6,975
(2,791)
4,184
` 26,459
Year ended
March 31, 2018 March 31, 2017
` 5
2,746
2,751
` 8
4,383
4,391
3
2,171
2,174
` 577
5
2,746
2,751
` 1,640
Standalone Financial Statements under Ind ASWipro Limited
24. Employee benefits
(a) Employee costs include:
Salaries and bonus (Refer note 26)
Employee benefits plans
Gratuity and other defined benefit plans
Defined contribution plans
Share based compensation
Year ended
March 31, 2018 March 31, 2017
` 210,799
` 209,617
1,413
5,274
1,258
` 217,562
1,047
5,011
1,687
` 218,544
Defined benefit plan actuarial (gains)/ losses recognised in other comprehensive income include:
Re-measurement of net defined benefit liability/(asset)
Return on plan assets excluding interest income
Actuarial (gains)/loss arising from financial assumptions
Actuarial (gains)/loss arising from demographic assumptions
Actuarial (gains)/loss arising from experience adjustments
b) Defined benefit plans- Gratuity:
Year ended
March 31, 2018 March 31, 2017
` (60)
(195)
(41)
(450)
` (746)
` (189)
358
(59)
(301)
` (191)
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 recognises actuarial gains and
losses immediately in other comprehensive income, net of taxes. Amount recognised 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, 2018 March 31, 2017
` 1,041
6
1,047
` 642
` 1,413
^
1,413
` 526
Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined
benefit gratuity plans.
Change in present value of defined benefit obligation is summarised below:
Defined benefit obligation at the beginning of the year
Transfer in
Current service cost
Interest on obligation
Benefits paid
Remeasurement (gains)/loss
Actuarial (gains)/loss arising from financial assumptions
Actuarial (gains)/loss arising from demographic assumptions
Actuarial (gains)/loss arising from experience adjustments
Defined benefit obligation at the end of the year
Year ended
March 31, 2018 March 31, 2017
` 6,080
` -
1,041
459
(722)
` 6,856
349
1,413
466
(859)
(195)
(41)
(450)
` 7,539
358
(59)
(301)
` 6,856
167
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Change in present value of defined benefit obligation is summarised below:
Fair value of plan assets at the beginning of the year
Transfer in
Expected return on plan assets
Employer contributions
Benefits paid
Remeasurement (gains)/loss
Return on plan assets excluding interest income
Fair value of plan assets at the end of the year
Present value of unfunded obligation
Recognised asset/(liability)
Year ended
March 31, 2018 March 31, 2017
` 5,996
-
453
186
(4)
` 6,820
312
466
15
-
60
` 7,673
134
134
189
` 6,820
(36)
(36)
The Company has invested the plan assets in 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 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
Duration of defined benefit obligations
As at
March 31, 2018 March 31, 2017
6.93%
6.93%
7.51%
5 years
6.90%
6.90%
8.00%
6 years
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 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.
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, 2019
Estimated benefit payments from the fund for the year ending March 31:
2019
2020
2021
2022
2023
Thereafter
Total
1,103
1,326
1,060
1,057
1,063
1,051
5,329
10,886
The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations
as of March 31, 2018.
Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation
by 0.5 percentage.
168
Standalone Financial Statements under Ind ASWipro Limited
As of March 31, 2018, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/
increase of gratuity benefit obligation by approximately ` (201) and ` 217 respectively.
As of March 31, 2018 every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in
increase/ (decrease) of gratuity benefit obligation by approximately ` 182 and ` (171) 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, 2018 March 31, 2017
` 40,059
` 46,016
46,016
` -
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
Also refer note 30 for details of employee stock options.
25. Finance costs
Interest expense
Exchange fluctuation on foreign currency borrowings, net
(to the extent regarded as borrowing cost)
26. Other Expenses
Rates, taxes and insurance
Lifetime expected credit loss and provision for deferred contract cost *
Provision for diminution in value of investments
Auditors' remuneration
Audit fees
For taxation matters
Out of pocket expenses
Miscellaneous expenses
As at
March 31, 2018 March 31, 2017
7.35%
7 years
8.55%
6.90%
6 years
8.65%
Year ended
March 31, 2018 March 31, 2017
` 1,528
3,152
` 1,559
2,284
` 3,843
` 4,680
Year ended
March 31, 2018 March 31, 2017
1,514
1,825
403
1,530
5,013
(268)
50
9
4
1,952
` 8,290
37
1
3
5,003
` 8,786
* Consequent to insolvency of two customers, the Company has recognised a provision of `3,832 for impairment
of receivables and deferred contract cost. `416 and `3,146 of these provisions have been included in employee
benefits expense and Provision for doubtful debts respectively for the year ended March 31, 2018.
169
Standalone Financial Statements under Ind ASAnnual Report 2017-18
27. 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.
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Basic earnings per share
Year ended
March 31, 2018 March 31, 2017
` 77,228 ` 81,617
4,857,081,010
` 16.26 ` 16.80
4,750,043,400
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
Year ended
March 31, 2018 March 31, 2017
` 77,228 ` 81,617
4,857,081,010
14,266,128
4,871,347,138
` 16.23 ` 16.75
4,750,043,400
8,318,575
4,758,361,975
Earnings per share and number of share outstanding for the year ended March 31, 2017 have been proportionately
adjusted for the bonus issue in the ratio of 1:1 as approved by the shareholders on June 03, 2017
28. Dividends, Bonus and Buyback of equity shares
The company declares and pays dividend 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 ` 1 and ` 3 during the years ended March 31, 2018 and 2017,
respectively, including an interim dividend of ` 1 and ` 2 for the years ended March 31, 2018 and 2017.
The bonus issue in the proportion of 1:1 i.e.1 (One) bonus equity share of ` 2 each for every 1 (one) fully paid-up
equity share held (including ADS holders) had been approved by the shareholders of the Company on June 03,
2017 through Postal Ballot /e-voting. For this purpose, June 14, 2017, was fixed as the record date. Consequently,
on June 15, 2017, the Company allotted 2,433,074,327 shares and ` 4,866 (representing par value of ` 2 per share)
has been transferred from retained earnings to share capital.
During the current period, the Company has concluded the buyback of 343,750,000 equity shares as approved
by the Board of Directors on July 20, 2017. This has resulted in a total cash outflow of `110,000. In line with the
requirement of the Companies Act 2013, an amount of ` 1,656 and ` 108,344 has been utilised from the share
premium account and retained earnings respectively. Further, capital redemption reserves of ` 687 (representing
the nominal value of the shares bought back) has been created as an apportionment from retained earnings.
Consequent to such buyback, share capital has reduced by ` 687.
29. 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
170
Standalone Financial Statements under Ind ASWipro Limited
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/ buyback of equity shares will be balanced with efforts to continue to maintain
an adequate liquidity status.
The capital structure as of March 31, 2017 and 2018 was as follows:
Total equity (A)
As percentage of total capital
Current borrowings *
Non-current borrowings
Total borrowings (B)
As percentage of total capital
Total capital (A) + (B)
As at
March 31, 2018 March 31, 2017 % Change
(9.51%)
` 422,626
87.93%
57,304
724
` 58,028
12.07%
` 480,654
` 467,056
88.10%
51,636
11,463
` 63,099
11.90%
` 530,155
(8.04%)
(9.34%)
* Includes current obligation under borrowings classified under “Other current financial liabilities” (Refer note 13)
30. Employee stock option
The stock compensation expense recognised for employee services received during the year ended year ended
March 31, 2018 and March 31, 2017 were `1,258 and ` 1,687, respectively.
Wipro Equity Reward Trust (“WERT”)
In 1984, the Company established a controlled trust called the Wipro Equity Reward Trust (“WERT”). In the earlier
years, WERT purchased shares of the Company out of funds borrowed from the Company. The Company’s Board
Governance, Nomination and Compensation Committee recommends to WERT certain officers and key employees,
to whom WERT issues 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
Wipro Employee Stock Option Plan 2000 (2000 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
Below plans are discontinued as at March 31, 2018
Name of Plan
Wipro Employee Stock Option Plan 1999 (1999 Plan)
Stock Option Plan (2000 ADS Plan)
No. of options
reserved under
the Plan
560,606,060
44,848,484
44,848,484
44,848,484
37,373,738
29,659,648
Range of
Exercise Prices
`
`
US $
`
`
`
171 - 490
2
0.03
2
2
2
No. of options
reserved under
the Plan
50,000,000
15,000,000
Range of
Exercise Prices
`
US $
171 - 490
3 - 7
171
Standalone Financial Statements under Ind ASAnnual Report 2017-18
The activity in these stock option plans and restricted stock unit option plan is summarised below:
Particulars
Range of
Exercise
prices
Outstanding at the beginning of
the year
` 480.20
Year ended
March 31, 2018
March 31, 2017
Number Weight Average
exercise price
` 480.20
20,181
Number Weight Average
exercise price
` 480.20
20,181
Bonus on outstanding
(Refer note 28)
Granted *
Exercised
Forfeited and expired
Outstanding at the end of the year
Exercisable at the end of the year
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
7,952,083
5,288,783
-
6,968,406
4,077,070
-
4,612,400
3,897,000
(20,181)
` 2 (5,325,217)
US $ 0.03 (2,565,976)
` 480.20
-
` 2
(663,675)
US $ 0.03
(497,823)
` 480.20
-
` 2
13,543,997
US $ 0.03
10,199,054
` 480.20
-
` 2
1,875,994
US $ 0.03
789,962
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
7,254,326
3,747,430
-
-
-
-
2,398,000
2,379,500
-
` 2 (1,113,775)
(174,717)
-
(586,468)
(663,430)
20,181
7,952,083
5,288,783
20,181
698,320
141,342
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
The following table summarises information about outstanding stock options and restricted stock unit option plans:
Range of
exercise
price
` 480.20
` 2
US $ 0.03
March 31, 2018
Numbers Weighted Average
Remaining Life
(Months)
-
27
28
-
13,543,997
10,199,054
Weight
Average
Exercise Price
` 480.20
March 31, 2017
Numbers Weighted Average
Remaining Life
(Months)
-
19
24
Weight
Average
Exercise Price
` 480.20
` 2
US $ 0.03
20,181
` 2 7,952,083
US $ 0.03 5,288,783
The weighted-average grant-date fair value of options granted during the year ended March 31, 2018, and 2017
was ` 337.74 and ` 569.52 for each option, respectively. The weighted average share price of options exercised
during the year ended March 31, 2018 and 2017 was ` 303.44 and ` 536.80 for each option, respectively.
* Includes 1,097,600 and 79,000 Performance based stock options (RSU) granted during the year ended March
31, 2018 and 2017 respectively. 1,113,600 and 188,000 Performance based stock options (ADS) granted during
the year ended March 31, 2018 and 2017 respectively. Performance based stock options (RSU) were issued under
Wipro Employee Restricted Stock Unit plan 2007 (WSRUP 2007 plan) and Performance based stock options (ADS)
were issued under Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan).
31. Assets taken on lease
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, 2022. The interest rate for these obligations ranges from 1.43% to 10.61%.
172
Standalone Financial Statements under Ind ASWipro Limited
Finance lease payables consist of liabilities that are taken on lease for a contract term ranging from 1 to 5 years.
Details of finance lease payable is as follows:
Not later than one year
Later than one year but not later than five years
Total minimum lease payments
Less: Amount representing interest
Present value of minimum lease payment payables
Included in the balance sheet as follows:
- Long term maturities of finance lease obligations
- Current maturities of obligation under finance lease
As at March 31
2018
2017
2018
2017
Minimum lease
payments
` 933
573
1,506
(99)
` 1,407
` 1,219
1,245
2,464
(195)
` 2,269
Present value of
minimum lease payment
` 1,108
1,161
2,269
-
` 2,269
` 868
539
1,407
-
` 1,407
539
868
1,161
1,108
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
` 3,299, and ` 2,878 during the years ended March 31, 2018, and March 31, 2017.
Details of contractual payments under non-cancellable leases are given below:
As at
March 31, 2018 March 31, 2017
` 2,243
5,801
2,175
` 10,219
` 3,263
5,476
1,037
` 9,776
Not later than one year
Later than one year and not later than five years
Later than five years
Total
32. Related party relationship and transactions
List of subsidiaries as of March 31, 2018
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)
Cooper Software, Inc.
Wipro Overseas IT Services
Pvt. Ltd
Country of
Incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
173
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Subsidiaries
Subsidiaries
Subsidiaries
Country of
Incorporation
Japan
China
India
India
U.K.
Denmark
Denmark
U.K.
U.K.
U.K.
Cyprus
Qatar
Mexico
Philippines
Hungary
Hungary
Argentina
Egypt
Saudi Arabia
Saudi Arabia
Poland
Poland
Australia
Ghana
South Africa
Wipro Japan KK
Wipro Shanghai Limited
Wipro Trademarks Holding
Limited
Wipro Travel Services
Limited
Wipro Holdings UK Limited
Wipro Cyprus Private
Limited
Wipro Information Technology
Austria GmbH
Austria
Wipro Technologies Austria GmbH Austria
Wipro Digital Aps
Wipro Europe Limited
Wipro Financial Services UK
Limited
Designit A/S (A)
Wipro UK Limited
Wipro Doha LLC #
Wipro Technologies S.A DE C.V
Wipro BPO Philippines LTD.
Inc.
Wipro Holdings Hungary
Korlátolt Felelősségű Társaság
Wipro Holdings Investment
Korlátolt Felelősségű Társaság
Women’s Business Park
Technologies Limited *
Wipro Technologies SA
Wipro Information Technology
Egypt SAE
Wipro Arabia Co. Limited *
Wipro Poland Sp. Z.o.o
Wipro IT Services Poland
Sp.zo.o
Wipro Technologies Australia
Pty Ltd
Wipro Corporate Technologies
Ghana Limited
Wipro Technologies South
Africa (Proprietary) Limited
Wipro IT Service Ukraine LLC
Wipro Information Technology
Netherlands BV.
174
Wipro Technologies Nigeria Limited
Nigeria
Wipro Portugal S.A.(A)
Wipro Technologies Limited,
Russia
Ukraine
Netherlands
Portugal
Russia
Standalone Financial Statements under Ind ASWipro Limited
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Technology Chile SPA
Country of
Incorporation
Chile
Wipro Solutions Canada Limited
Canada
Wipro Information Technology
Kazakhstan LLP
Kazakhstan
Wipro Technologies W.T. Sociedad
Anonima
Costa Rica
Wipro Outsourcing Services
(Ireland) Limited
Ireland
Wipro Technologies VZ, C.A.
Venezuela
Wipro Technologies Peru S.A.C
InfoSERVER S.A.
Wipro do Brasil Technologia
Ltda(A)
Peru
Brazil
Brazil
Wipro Technologies SRL
PT WT Indonesia
Wipro (Thailand) Co Limited
Wipro Bahrain Limited WLL
Wipro Gulf LLC
Rainbow Software LLC
Cellent GmbH
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Cellent Mittelstandsberatung
GmbH
Cellent Gmbh (A)
Romania
Indonesia
Thailand
Bahrain
Sultanate of
Oman
Iraq
Germany
Germany
Austria
Singapore
China
Malaysia
China
India
India
Bangladesh
Wipro Networks Pte
Limited
Wipro Chengdu Limited
Wipro Airport IT Services
Limited *
Appirio India Cloud
Solutions Private Limited
Wipro IT Services
Bangladesh Limited
* All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the
equity securities of Wipro Arabia Limited Co and 74% of the equity securities of Wipro Airport IT Services Limited
and 55% of the equity securities of Women’s Business Park Technologies Limited are held by Wipro Arabia Co.
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.
(A) Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit A/s, Cellent GmbH,
HPH Holdings Corp. and Appirio, Inc. are as follows:
175
Standalone Financial Statements under Ind ASAnnual Report 2017-18
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Portugal S.A.
Wipro do Brasil Technologia
Ltda
Designit A/S
Cellent GmbH
HPH Holdings Corp.
Appirio, Inc.
Wipro Technologies Gmbh
New Logic Technologies SARL
Wipro Do Brasil Sistemetas De
Informatica Ltd
Designit Denmark A/S
Designit Munich GmbH
Designit Oslo A/S
Designit Sweden AB
Designit T.L.V Ltd.
Designit Tokyo Lt.d
Denextep Spain Digital, S.L
Frontworx Informations
technologie GmbH
HealthPlan Services Insurance
Agency, Inc.
HealthPlan Services, Inc.
Appirio, K.K
Topcoder, Inc.
Appirio Ltd
Designit Colombia S A S
Designit Peru SAC
Appirio Singapore Pte Ltd
Appirio GmbH
Apprio Ltd (UK)
Country of
Incorporation
Portugal
Germany
France
Brazil
Brazil
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
Colombia
Peru
Austria
Austria
USA
USA
USA
USA
Japan
USA
Ireland
Germany
U.K.
Singapore
As at March 31, 2018,Wipro LLC holds 43.7% interest in Drivestream Inc and Wipro IT Services, Inc. holds 33.3%
interest in Denim Group LLC.
The list of controlled trusts are:
Name of entity
Wipro Equity Reward Trust
Wipro Inc. Benefit Trust
Wipro Foundation
Country of incorporation
India
India
India
176
Standalone Financial Statements under Ind ASWipro Limited
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
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
Hasham Investment and Trading Co. Pvt. Ltd
Entity controlled by Director
Azim Premji Philanthropic Initiatives Pvt. Ltd
Entity controlled by Director
Azim Premji Trust
Wipro Enterprises (P) Limited
Wipro GE Healthcare Private Limited
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Key management personnel
Azim H. Premji
T K Kurien
Executive Chairman and Managing Director
Executive Vice Chairman(3)
Abidali Z. Neemuchwala
Chief Executive Officer and Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director(4)
Non-Executive Director
Non-Executive Director
Non-Executive Director(1)
Non-Executive Director
Executive Director and Chief Strategy Officer
Chief Financial Officer
Non-Executive Director(2)
Non-Executive Director(2)
Dr. Ashok Ganguly
Narayanan Vaghul
Dr. Jagdish N Sheth
William Arthur Owens
M.K. Sharma
Vyomesh Joshi
Ireena Vittal
Rishad Azim Premji
Jatin Pravinchandra Dalal
Dr. Patrick J. Ennis
Patrick Dupuis
(1) Up to July19, 2016.
(2) Effective April 1, 2016
(3) Up to January 31, 2017.
(4) Up to July 18, 2016.
Relative of key management personnel
- Yasmeen H. Premji
- Tariq Azim Premji
177
Standalone Financial Statements under Ind ASAnnual Report 2017-18
The Company has the following related party transactions for the year ended March 31, 2018 and 2017:
Transaction / balances
Sales of services
Purchase of services
Assets purchased/ capitalised
Dividend paid
Commission paid
Rent Paid
Rent Income
Acquisition of customer relationship (Refer note 5)
Others
Buyback of shares
Interest Income
Corporate guarantee commission
Key management personnel *
Remuneration and short-term benefits
Other benefits
Balance as at the year end
Receivables **
Payables
Subsidiaries /
Trusts
Entities controlled
by Directors
Key Management
Personnel (2)
2018
2017
2018
2017
2018
2017
43,733
38,802
19,250
16,895
-
24
1,147
112
272
-
6,717
-
-
-
42
882
35
33
2,175
1,852
-
2
185
246
-
-
-
-
23,273
17,117
2,299
6,099
69
^
290
69
3
106
-
-
-
-
-
-
3,171
5,087
191
287
-
7
42
-
31
-
8
43
-
90
63,745
19,638
-
-
-
-
2
26
-
-
-
-
44
22
-
6
-
-
-
1
-
-
248
130
-
55
-
6
-
-
-
2
-
-
242
157
-
27
* Post employment benefit comprising compensated absences is not disclosed as this 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.
Other benefits include share based compensation `124 and `148 for the year ended March 31, 2018 and 2017
respectively.
# Including relative of key management personnel.
** Includes the following balances being in the nature of loans given to subsidiaries of the Company including interest
accrued, where applicable and inter-corporate deposits with subsidiary.
^ Value is less than ` 1.
Loan amounts outstanding from subsidiaries:
Name of the entity
Wipro Cyprus Private Limited
Balance As at
March 31,
Maximum amount due
during the year
2018
-
2017
1,917
2018
1,930
2017
2,022
178
Standalone Financial Statements under Ind ASWipro Limited
The following are the significant related party transactions during the year ended March 31, 2018 and 2017:
Particulars
Sale of services
Wipro LLC
Wipro Technologies South Africa (Proprietary) Limited
Wipro Gallagher Solutions Inc
Wipro Technologies S.A DE C. V
Wipro Information Technology Netherlands BV.
Wipro Technologies Gmbh
Wipro Networks Pte Limited
Wipro Solutions Canada Limited
Wipro Data Centre and Cloud Services, Inc.
Wipro Holdings UK Limited
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
Wipro Technologies S.A DE C. V
Wipro Portugal S.A.
Wipro IT Services Poland Sp. Zo.o.
Asset purchased/ capitalised
Wipro Enterprises (P) Limited
Acquisition of customer relationship
Wipro Holdings UK 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
Buyback of shares
Azim Premji Trust
Rental income
Wipro Enterprises (P) Limited
Designit Denmark A/S
Wipro LLC
Remuneration paid to key management personnel
Azim Premji
Abidali Z. Neemuchwala
Year ended
March 31, 2018 March 31, 2017
25,260
1,654
1,316
1,068
909
1,753
1,518
2,039
1,694
2,086
2,844
1,831
2,542
1,724
1,668
1,622
965
1,198
791
290
-
891
903
618
742
457
624
31
22,215
2,813
917
569
690
636
2,205
1,730
1,475
1,003
3,389
2,247
1,707
1,624
1,581
1,332
543
767
941
106
2,175
1,359
1,355
1,228
1,113
439
443
34
57,494
19,155
40
56
206
9
182
38
28
-
8
136
179
Standalone Financial Statements under Ind ASAnnual Report 2017-18 Particulars
Rishad Azim Premji
T K Kurien *
Jatin Pravinchandra Dalal
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, 2018 March 31, 2017
17
97
45
59
-
47
45
-
38
38
15
17
47
45
43
40
32
18
* 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.
33. Commitments and contingencies
Capital commitments: As at March 31, 2018 and 2017 the Company had committed to spend approximately
` 12,545 and ` 11,340 respectively, under agreements to purchase/ construct property and equipment. These
amounts are net of capital advances paid in respect of these purchases.
Contingent liabilities to the extent not provided for:
As at
March 31, 2018 March 31, 2017
Performance and financial guarantees given by the banks on behalf of the
company
Guarantees given by the Company on behalf of subsidiaries
` 16,817
1,400
` 17,375
6,237
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 balance sheet of the Company. The significant 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 Bengaluru. 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
180
Standalone Financial Statements under Ind ASWipro Limited
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 final assessment order in November 2017 with a proposed
demand of ` 3,286 (including interest of ` 1,166), arising primarily on account of section 10AA issues with respect
to exclusion from Export Turnover. The Company has filed an appeal before Honorable ITAT, Bengaluru within the
prescribed timelines.
For year ended March 31, 2014 the Company received the draft assessment order in January 2018 with a proposed
demand of ` 8,701 (including interest of ` 2,700), arising primarily on account of section 10AA issues with respect
to exclusion from Export Turnover. The Company has filed the appeal before DRP.
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.
Income tax claims against the Company (excluding interest) amounting to ` 64,643 and ` 55,942 have not been
acknowledged as debt as at March 31, 2018 and 2017, respectively. Interest, if these claims sustain on ultimate
resolution, amounted to ` 36,797 as at March 31, 2018. These matters are pending before various Appellate
Authorities and the management expects its position will likely be upheld on ultimate resolution and will not have
a material adverse effect on the Company’s financial position and results of operations.
The contingent liability in respect of disputed demands for excise duty, custom duty, sales tax and other matters
against the Company (excluding interest) amounting to ` 5,826 and ` 2,585 are not acknowledged as debt as at
March 31, 2018 and March 31, 2017, respectively. Interest, if these claims sustain on ultimate resolution amounted
to ` 1,919 as at March 31, 2018. 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.
In December 2017, National Grid filed a legal claim against the Company in U.S. District Court of the Eastern
District of New York seeking damages amounting to $ 140 million (`9,124) plus additional costs related to an ERP
implementation project that was completed in 2014. The Company expects to defend itself against the claim and
believes that the claim will not sustain.
34. Corporate Social Responsibility
a. Gross amount required to be spend by the Wipro during the year ` 1,833 (March 31, 2017: ` 1,764).
b. Amount spent during the year on:
Particulars
Construction/ acquisition of any asset
On purpose other than above (i) above
Total amount spent during the year
Particulars
Construction/ acquisition of any asset
On purpose other than above (i) above
Total amount spent during the year
For the year ended March 31, 2018
In cash
` -
1,630
` 1,630
Yet to be paid
in cash
` -
236
` 236
Total
` -
1,866
` 1,866
For the year ended March 31, 2017
In cash
` -
1,634
` 1,634
Yet to be paid
in cash
` -
229
` 229
Total
` -
1,863
` 1,863
181
Standalone Financial Statements under Ind ASAnnual Report 2017-18
35. 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.
36. Assets held for sale
During the year ended March 31, 2018, the Company has signed a definitive agreement to divest its hosted
datacenter services business to Ensono Holdings, LLC and its affiliates (Ensono Group). The sale is expected to
conclude during the quarter ending June 30, 2018.
This disposal group does not constitute a major component of the Company and hence is not classified as
discontinued operations. The assets associated with this transaction are classified as assets held for sale
amounting to` 451.
Further on April 5, 2018, the Company has reduced its equity holding from 74% to 11% in Wipro Airport IT Services
Limited.
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 Deloitte Haskins & Sells LLP
Chartered Accountants
Firm’s Registration No: 117366W/W- 100018
Azim H Premji
Executive Chairman
& Managing Director
N Vaghul
Director
Abidali Neemuchwala
Chief Executive Officer
& Executive Director
N. Venkatram
Partner
Membership No. 71387
Mumbai
June 08, 2018
Jatin Pravinchandra Dalal
Chief Financial Officer
M Sanaulla Khan
Company Secretary
Bengaluru
June 08, 2018
182
Standalone Financial Statements under Ind ASWipro Limited
Independent Auditor’s Report on
Consolidated Financial Statements
To The Members of Wipro Limited
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial
statements of WIPRO LIMITED (hereinafter referred to
as the ‘Company’) and its subsidiaries (the Company
and its subsidiaries together referred to as ‘the Group’)
comprising the Consolidated Balance Sheet as at March
31, 2018, the Consolidated Statement of Profit and Loss
(including other comprehensive income), the Consolidated
Statement of Changes in Equity, the Consolidated
Statement of Cash Flows for the year then ended, and a
summary of the significant accounting policies and other
explanatory information.
Management’s Responsibility for the Consolidated
Financial Statements
The Company’s Board of Directors is responsible for the
preparation of these consolidated financial statements
in terms of the requirements of the Companies Act, 2013
(hereinafter referred to as ‘the Act’) that give a true and fair
view of the consolidated financial position, consolidated
financial performance including other comprehensive
income, consolidated statement of changes in equity and
consolidated cash flows of the Group in accordance with
the Indian Accounting Standards (Ind AS) prescribed under
Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 as amended and other
accounting principles generally accepted in India. 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;
the selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant
to the preparation and presentation of the Consolidated
financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error, which have been used for the purpose of preparation
of the consolidated financial statements by the Directors
of the Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
In conducting our audit, we have taken into account
the provisions of the Act, the accounting and auditing
standards and matters which are required to be included
in the audit report under the provisions of the Act and the
Rules made thereunder.
We conducted our audit in accordance with the Standards
on Auditing specified under Section 143(10) of the Act.
Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in
the consolidated financial statements. The procedures
selected depend on the auditor’s judgment, including
the assessment of the risks of material misstatement
of the consolidated financial statements, whether due
to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to
the Company’s preparation of the consolidated financial
statements that give a true and fair view in order to
design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and
there as on ableness of the accounting estimates made
by the Company’s Board of Directors, as well as evaluating
the overall presentation of the consolidated financial
statements.
We believe that the audit evidence obtained by us, is
sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
consolidated financial statements give the information
required by the Act in the manner so required and give
a true and fair view in conformity with the Ind AS and
other accounting principles generally accepted in India,
of the consolidated state of affairs of the Group as at
March 31, 2018, and it’s consolidated profit,consolidated
total comprehensive income, consolidated statement of
changes in equity and it’s consolidated cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, based on our
audit, we report that:
183
Consolidated Financial Statements under Ind ASAnnual Report 2017-18 (a) we have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit
of the aforesaid consolidated financial statements.
unmodified opinion on the adequacy and operating
effectiveness of the internal financial control over
financial reporting of those companies, for the
reasons stated therein.
(b)
(c)
in our opinion, proper books of account as required
by law relating to preparation of the aforesaid
consolidated financial statements have been kept
so far as it appears from our examination of those
books.
the Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss (including Other
Comprehensive Income), Consolidated Statement of
Changes in Equity and the Consolidated Statement of
Cash Flows dealt with by this Report are in agreement
with the relevant books of account maintained for the
purpose of preparation of the consolidated financial
statements.
(d)
in our opinion, the aforesaid consolidated financial
statements comply with the Indian Accounting
Standards prescribed under Section 133 of the Act.
(e) on the basis of the written representations received
from the directors of the Company as on March 31,
2018, taken on record by the Board of Directors of
the Company and its subsidiaries incorporated in
India 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, 2018, 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 and the operating
effectiveness of such controls, refer to our separate
Report in ‘Annexure A’. Which is based on the auditor’s
report of the Company and its subsidiary companies
incorporated in India. Our report expresses an
(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 Auditor’s) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given
to us:
i.
the consolidated financial statements disclose
the impact of pending litigations on the
consolidated financial position of the Group.
ii. Provision has been made in the consolidated
financial statements, as required under the
applicable law or accounting standards, for
material foreseeable losses, if any, on long-term
contracts including derivative contracts.
iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company
and its subsidiary companies incorporated in
India.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
Firm Registration Number: 117366W/W-100018
N. Venkatram
Partner
Membership number: 71387
Mumbai
June 08, 2018
184
Consolidated Financial Statements under Ind ASWipro Limited
Annexure “A” To The Independent Auditor’s Report
(Referred to in paragraph (f) under ‘Report on Other Legal
and Regulatory Requirements’ section of our report to the
Members of Wipro Limited of even date)
Report on the Internal Financial Controls Over Financial
Reporting 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 financial
statements of the Company as of and for the year ended
March 31, 2018, we have audited the internal financial
controls over financial reporting of WIPRO LIMITED
(hereinafter referred to as “Company”) and its subsidiary
companies, which are companies incorporated in India, as
of that date.
Management’s Responsibility for Internal Financial
Controls
The Board of Directors of the 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 respective
Companies 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
(‘the 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 the respective 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 Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal
financial controls over financial reporting of the Company
and its subsidiary companies, which are companies
incorporated in India, based on our audit. We conducted
our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting
(the “Guidance Note”) issued by the Institute of Chartered
Accountants of India and the Standards on Auditing,
prescribed under Section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal
financial controls. 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
judgement, including the assessment of the risks of
material misstatement of the financial statements, whether
due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the internal financial controls system over
financial reporting of the Company and its subsidiary
companies, which are companies incorporated in India.
Meaning of Internal Financial Controls Over Financial
Reporting
A Company’s internal financial control over financial
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A Company’s internal financial control over
financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
of the company are being made only in accordance with
authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition,
use, or disposition of the company’s assets that could have
a material effect on the financial statements.
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 and to the best of our information and
according to the explanations given to us, the 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, 2018, based on the internal control over financial
reporting criteria established by the respective companies
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 DELOITTE HASKINS & SELLS LLP
Chartered Accountants
Firm Registration Number: 117366W/W-100018
N. Venkatram
Partner
Membership number: 71387
Mumbai
June 08, 2018
185
Consolidated Financial Statements under Ind ASAnnual Report 2017-18 Consolidated Balance Sheet
(` in millions, except share and per share data, unless otherwise stated)
Notes
March 31, 2018
As at
March 31, 2017
ASSETS
Non-current assets
Property, plant and equipment
Capital work-in-progress
Goodwill
Other intangible assets
Investments accounted for using equity method
Financial assets
Investments
Derivative assets
Trade receivables
Other financial assets
Deferred tax assets (net)
Non-current tax assets (net)
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 (net)
Other current assets
Assets held for sale
Total current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
EQUITY
Equity share capital
Other equity
Equity attributable to the equity holders of the Company
Non-controlling interest
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings
Derivative liabilities
Other financial liabilities
Provisions
Deferred tax liabilities (net)
Non-current tax liabilities (net)
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 (net)
Other current liabilities
Liabilities directly associated with assets held for sale
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
The accompanying notes form an integral part of these consolidated financial statements
As per our report of even date attached
for Deloitte Haskins & Sells LLP
Chartered Accountants
Firm’s Registration No: 117366W/W-100018
For and on behalf of the Board of Directors
N Vaghul
Azim H Premji
Director
Executive Chairman
& Managing Director
N. Venkatram
Partner
Membership No. 71387
Mumbai
June 08, 2018
186
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 08, 2018
4
5
5
7
7
8
9
10
27
11
12
7
9
13
8
10
11
40
14
15
8
16
17
27
18
15
19
8
16
17
18
40
49,108
13,777
114,046
18,113
1,206
7,668
41
4,446
4,186
6,908
18,349
12,929
250,777
3,370
249,094
100,990
44,925
1,232
42,486
7,429
6,262
23,167
478,955
27,201
506,156
756,933
9,048
470,215
479,263
2,410
481,673
45,268
7
7
1,794
3,025
9,220
2,432
61,753
79,598
51,203
2,210
31,369
17,139
9,703
9,417
6,656
207,295
6,212
213,507
275,260
756,933
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
-
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
-
229,485
270,727
789,820
Abidali Neemuchwala
Chief Executive Officer
& Executive Director
M Sanaulla Khan
Company Secretary
Consolidated Financial Statements under Ind ASWipro Limited Consolidated Statement of Profit and Loss
(` in millions, except share and per share data, unless otherwise stated)
Notes
Year ended
March 31, 2018
March 31, 2017
INCOME
Revenue from operations
Other operating income
Other income
Total Income
EXPENSES
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
Sub-contracting / technical fees / third party application
Facility expenses
Travel
Communication
Marketing and brand building
Legal and Professional charges
Other expenses
Total expenses
Share of profits of associates
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 profit or loss:
Defined benefit plan actuarial gains
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 to 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 (loss)/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
20
21
22
23
24
25
26
27
27
24
8
27
28
8
8
8
27
29
The accompanying notes form an integral part of these consolidated financial statements
As per our report of even date attached
for Deloitte Haskins & Sells LLP
Chartered Accountants
Firm’s Registration No: 117366W/W-100018
For and on behalf of the Board of Directors
N Vaghul
Azim H Premji
Director
Executive Chairman
& Managing Director
N. Venkatram
Partner
Membership No. 71387
Mumbai
June 08, 2018
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 08, 2018
544,871
-
25,487
570,358
18,434
505
272,223
5,830
21,117
84,437
21,044
17,399
5,353
3,140
4,690
13,775
467,947
11
102,422
26,334
(3,943)
22,391
80,031
822
(1,165)
160
3,509
2
(95)
(7,375)
(663)
1,678
(3,127)
76,904
80,028
3
80,031
76,885
19
76,904
16.85
16.82
550,402
4,082
26,226
580,710
25,560
1,411
268,081
5,942
23,100
82,747
19,297
20,147
5,370
2,936
4,957
10,769
470,317
-
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
17.49
17.43
4,750,043,400
4,758,361,975
4,857,081,010
4,871,347,138
Abidali Neemuchwala
Chief Executive Officer
& Executive Director
M Sanaulla Khan
Company Secretary
187
Consolidated Financial Statements under Ind ASAnnual Report 2017-18 1
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189
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Consolidated Statement of Cash Flows
(` in millions, except share and per share data, unless otherwise stated)
For the year ended
March 31, 2018
March 31, 2017
80,031
85,179
Cash flows from operating activities:
Profit for the year
Adjustments to reconcile the 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, amortisation and impairment expense
Unrealised exchange loss, net
Gain on sale of investments, net
Share based compensation expense
Share of profit of associates
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 revenues
Inventories
Other assets
Trade payables, 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 deposits and escrow, net of cash acquired
Interest received
Dividend received
Income taxes paid on sale of EcoEnergy division
Net cash generated from/(used) in investing activities
Cash flows from financing activities:
(334)
21,117
4,794
(5,978)
1,347
11
22,391
(14,569)
-
4,405
(9,735)
2,192
545
(111)
4,499
1,733
112,338
(28,105)
84,233
(21,870)
1,171
-
(782,475)
830,448
-
(6,652)
14,347
609
-
35,578
Net cash used in financing activities
Proceeds from issuance of equity shares
Repayment of loans and borrowings
Proceeds from loans and borrowings
Payment for deferred/contingent consideration in respect of business combinations
Payment for buyback of shares including transaction cost
Interest paid on loans and borrowings
Payment of dividend (including dividend tax thereon)
24
(155,254)
144,271
(164)
(110,312)
(3,123)
(5,420)
(129,978)
Net decrease in cash and cash equivalents during the year
(10,167)
Effect of exchange rate changes on cash and cash equivalents
375
Cash and cash equivalents at the beginning of the year
50,718
Cash and cash equivalents at the end of the year (Note 13)
40,926
Total taxes paid amounted to ` 28,105 and ` 26,347 for the year ended March 31, 2018 and 2017, respectively.
Refer note 15 for supplementary information on cash flow statement
^ Value is less than ` 1
The accompanying notes form an integral part of these consolidated financial statements
As per our report of even date attached
for Deloitte Haskins & Sells LLP
Chartered Accountants
Firm’s Registration No: 117366W/W-100018
For and on behalf of the Board of Directors
N Vaghul
Azim H Premji
Director
Executive Chairman
& Managing Director
Abidali Neemuchwala
Chief Executive Officer
& Executive Director
N. Venkatram
Partner
Membership No. 71387
Mumbai
June 08, 2018
190
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
June 08, 2018
M Sanaulla Khan
Company Secretary
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
Consolidated Financial Statements under Ind ASWipro Limited
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 and controlled Trusts
(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, Bengaluru – 560 035, Karnataka, India. Wipro
has its primary listing with BSE Ltd. (Bombay Stock
Exchange) and National Stock Exchange of India
Ltd. The Company’s American Depository Shares
representing equity shares are also listed on the
New York Stock Exchange.
These consolidated financial statements were
authorised for issue by the Board of Directors on
June 8, 2018. Amounts as at and for the year ended
March 31, 2017, were audited by B S R & Co. LLP
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.
Accounting policies have been applied consistently
to all periods presented
in these financial
statements.
The consolidated financial statements correspond
to the classification provisions contained in 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. Previous year
figures have been regrouped/re-arranged, wherever
necessary.
(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/
is
recognised as the present value of defined
benefit obligation less fair value of plan assets;
and
(liability)
d. Contingent consideration.
(iii) Use of estimates and judgment
to make
The preparation of the consolidated financial
statements in conformity with Ind AS requires
management
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 recognised 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
recognised 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
191
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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, recognised
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 with infinite useful life 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, 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.
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 realisation 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
b)
c)
d)
192
e)
f)
g)
h)
the deferred tax assets considered realisable,
however, could be reduced in the near term if
estimates of future taxable income during the
carry-forward period are reduced.
In accounting
Business combination:
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 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.
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.
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 of collections, customer’s credit-
worthiness, existing market conditions as well
as forward looking estimates at the end of each
reporting period.
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
Consolidated Financial Statements under Ind ASWipro Limited
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.
Useful lives of property, plant and equipment:
The Company depreciates property, plant
and equipment on a straight-line basis over
estimated useful lives of the assets. The
charge in respect of periodic depreciation is
derived based on an estimate of an asset’s
expected useful life and the expected residual
value at the end of its life. The lives are based
on historical experience with similar assets as
well as anticipation of future events, which may
impact their life, such as changes in technology.
The estimated useful life is reviewed at least
annually.
The
share
estimates:
Other
based
compensation expense is determined based on
the Company’s estimate of equity instruments
that will eventually vest. Fair valuation of
instruments designated
derivative hedging
as cash flow hedges
involves significant
estimates relating to the occurrence of forecast
transaction.
i)
j)
3. Significant accounting policies
(i) Basis of consolidation
Subsidiaries and controlled Trusts
The Company determines the basis of control in line
with the requirements of Ind AS 110, Consolidated
Financial Statements. Subsidiaries and controlled
Trusts are entities controlled by the Group. The
Group controls an entity when the parent has power
over the entity, 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 and controlled Trusts 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
in
interests
Non-controlling
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.
Associates
Associates are entities in respect of which, the
Company has significant influence, but not control,
over the financial and operating policies. Generally,
a Company has a significant influence if it holds
between 20 and 50 percent of the voting power of
another entity. Investments in such entities are
accounted for using the equity method (associates)
and are initially recognised at cost. The carrying
amount of investment is increased / decreased to
recognised investors share of profit or loss of the
investee after the acquisition date.
Non-current assets and disposal groups held for
sale
Assets of disposal groups that is available for
immediate sale and where the sale is highly probable
of being completed within one year from the date
of classification are considered and classified
as assets held for sale. Non-current assets and
disposal groups held for sale are measured at the
lower of carrying amount and fair value less costs to
sell.
(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, 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
193
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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 recognised in the
consolidated statement of profit and loss
and reported within foreign exchange gains/
(losses), net, within results of operating
in other
activities except when deferred
comprehensive income as qualifying cash flow
hedges and qualifying net investment hedges.
Gains/(losses), net, relating to translation
or settlement of borrowings denominated in
foreign currency are reported within finance
costs. 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
income are
through other comprehensive
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
recognised 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 of, the relevant
amount recognised in FCTR is transferred
to the consolidated 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
designated as a hedge of a net investment in
a foreign operation are recognised 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
the
in
consolidated statement of profit and loss.
recognised
When the hedged part of a net investment is
disposed of, the relevant amount recognised
in FCTR is transferred to the consolidated
statement of profit and loss as part of the profit
or loss on disposal. Foreign currency differences
arising
intercompany
translation of
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 recognised in FCTR.
from
(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 assets are
derecognised 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 derecognised only when
the Company has not retained control over the
financial asset.
•
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 recognised
initially at
initial
recognition, non-derivative financial instruments
are measured as described below:
fair value. Subsequent to
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.
Foreign currency differences arising on the
translation or settlement of a financial liability
For the purposes of the cash flow statement,
cash and cash equivalents include cash on
194
Consolidated Financial Statements under Ind ASWipro Limited
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 balance sheet,
bank
under
borrowings within current liabilities.
are presented
overdrafts
b.
Investments
Financial instruments measured at amortised cost:
Debt instruments that meet the following criteria
are measured at amortised 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
through other comprehensive income (FVTOCI):
instruments measured at fair value
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 recognised in the consolidated
statement of profit and loss for FVTOCI debt
in fair value of
instruments. Other changes
FVTOCI financial assets are recognised 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 profit and loss.
Financial
through profit or loss (FVTPL):
instruments measured at fair value
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 recognised in
consolidated statement of profit and loss. The gain
or loss on disposal is recognised in the consolidated
statement of profit and loss.
Interest income is recognised in the consolidated
statement of profit and loss for FVTPL debt
instruments. Dividend on financial assets at FVTPL
is recognised 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 recognised in other comprehensive
income and the gain or loss is not transferred
to consolidated statement of profit and loss on
disposal of these investments. Dividends from these
investments are recognised in the consolidated
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 recognised at fair value and subsequently
measured at amortised 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 recognised at
fair value, and subsequently carried at amortised
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. Contingent consideration
recognised
is
subsequently measured at fair value through profit
or loss.
the business combination
in
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
the use of
management policies
including
195
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
derivatives. The Company enters into derivative
financial instruments where the counterparty is
primarily a bank.
Derivatives are recognised and measured at fair
value. Attributable transaction costs are recognised
in consolidated statement of profit and loss as cost.
ineffective, changes in fair value are recognised
in the consolidated statement of profit and loss
and reported within foreign exchange gains/
(losses), net within results from operating
activities.
c. Others
to
Subsequent
recognition, derivative
financial instruments are measured as described
below:
initial
a. Cash flow hedges
Changes in the fair value of the derivative
hedging instrument designated as a cash flow
hedge are recognised 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 recognised in the consolidated
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 recognised 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 recognised
in the cash flow hedging reserve is transferred
to the consolidated 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 recognised in the
consolidated statement of profit and loss.
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 recognised 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
196
Changes in fair value of foreign currency
derivative instruments neither designated as
cash flow hedges nor hedges of net investment
in foreign operations are recognised in the
consolidated statement of profit and loss
and reported within foreign exchange gains/
(losses), net within results from operating
activities. Changes in fair value and gains/
(losses), net, on settlement of foreign currency
derivative instruments relating to borrowings,
which have not been designated as hedges are
recorded in finance costs.
C) Derecognition of financial instruments
The Company derecognises a financial asset when
the contractual rights to the cash flows from the
financial asset expire 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 recognise the financial asset
and also recognises a borrowing for the proceeds
received. A financial liability (or a part of a financial
liability) is derecognised 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 authorised share capital of the Company
as at March 31, 2018 is ` 11,265 divided into
5,500,000,000 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.
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
Consolidated Financial Statements under Ind ASWipro Limited
has 23,097,216 and 13,728,607 treasury shares as
at March 31, 2018 and 2017, respectively. Treasury
shares are recorded at acquisition cost.
by the shareholders. An interim dividend, including
tax thereon, is recorded as a liability on the date of
declaration by the board of directors.
c) Retained earnings
i) Buyback of equity shares
Retained earnings comprises of the Company’s
undistributed earnings after taxes. A portion of
these earnings amounting to ` 1,139, represents
capital reserve which 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
recognised in other comprehensive income, net of
taxes and presented within equity in the FCTR.
f) Cash flow hedging reserve
Changes
in fair value of derivative hedging
instruments designated and effective as a cash
flow hedge are recognised 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 recognised in other comprehensive
income (net of taxes), and presented within equity in
other reserves.
Other reserves also includes Capital redemption
reserve amounting to ` 781 which is not freely
available for distribution.
The buyback of equity shares and related transaction
costs are recorded as a reduction of free reserves.
Further, capital redemption reserve is created as an
apportionment from retained earnings.
(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 capitalised
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 amortised
over the shorter of estimated useful life of the
asset or the related lease term. Term licenses are
amortised 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
lives,
When parts of an item of property, plant and
they
equipment have different useful
are accounted for as separate
(major
components) of property, plant and equipment.
Subsequent expenditure
to property,
plant and equipment is capitalised 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.
relating
items
h) Dividend
A final dividend, including tax thereon, on common
stock is recorded as a liability on the date of approval
The cost of property, plant and equipment not
available for use before such date are disclosed
under capital work-in-progress.
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Consolidated Financial Statements under Ind ASAnnual Report 2017-18
(vii) Business combination, Goodwill and Intangible
(viii) Leases
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
liabilities, other than measurement period
as
adjustments, are recognised 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 recognised as goodwill. If the excess is
negative, a bargain purchase gain is recognised in
equity as capital reserve. Goodwill is measured at
cost less accumulated impairment (if any).
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 amortisation and impairment
losses, if any.
The amortisation of an intangible asset with a
finite useful life reflects the manner in which the
economic benefit is expected to be generated and
is included in selling and marketing expenses in the
consolidated statement of profit and loss.
The estimated useful life of amortisable intangibles
are reviewed and where appropriate are adjusted,
annually. The estimated useful
lives of the
amortisable intangible assets for the current and
comparative periods are as follows:
Category
Customer-related intangibles
Marketing related intangibles
Useful life
5 to 15 years
3 to 10 years
198
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 capitalised 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 recognised in the consolidated 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
lease 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
realisable 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
Consolidated Financial Statements under Ind ASWipro Limited
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.
B) Non-financial assets
The Company assesses long-lived assets such
as property, plant and 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 recognised
in the consolidated 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 recognised are
reversed such that the asset is recognised at its
recoverable amount but not exceeding written
down value which would have been reported if the
impairment losses had not been recognised 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
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 recognised 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 recognised
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 recognised
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 recognised 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
199
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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 recognises 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 recognised 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 unutilised accumulating
compensated absences and utilise 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 recognises accumulated compensated
absences based on actuarial valuation using the
projected unit credit method. Non-accumulating
compensated absences are recognised in the period
in which the absences occur.
(xii) Share based payment transactions
Selected employees of the Company receive
form of equity settled
remuneration
in the
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
recognised in the consolidated 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 amortisation). The stock
compensation expense is determined based on the
Company’s estimate of equity instruments that will
eventually vest.
(xiii) Provisions
Provisions are recognised 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 recognised 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 recognised 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 recognised
when the expected benefits to be derived by
the Company from a contract are lower than the
unavoidable costs of meeting the future obligations
under the contract. Provisions for onerous contracts
are measured at the present value of lower of the
expected net cost of fulfilling the contract and the
expected cost of terminating the contract.
(xiv) Revenue
The Company derives revenue primarily from
software development, maintenance of software/
hardware and related services, business process
services, sale of IT and other products.
a) Services
The Company
recognizes
revenue when
the
200
Consolidated Financial Statements under Ind ASWipro Limited
terms of
significant
the arrangement are
enforceable, services have been delivered and the
collectability is reasonably assured. The method
for recognising 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 recognised as the
related services are rendered.
B. Fixed-price contracts
Revenues from fixed-price contracts, including
systems development and integration contracts
are recognised 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 recognised 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 recognised in the
consolidated 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 recognised. Advance
payments received from customers for which
no services have been rendered are presented
as ‘Advance from customers’.
C. Maintenance contracts
from maintenance contracts
is
Revenue
recognised 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 recognised
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
recognised with respect to the actual output
achieved till date as a percentage of total
residual service
contractual output. Any
unutilised by the customer is recognised as
revenue on completion of the term.
b) Products
Revenue from products are recognised when the
significant risks and rewards of ownership have
been transferred to the buyer, continuing managerial
involvement usually associated with ownership and
effective control have ceased, the amount of revenue
can be measured reliably, it is probable that economic
benefits associated with the transaction will flow to
the Company and the costs incurred or to be incurred
in respect of the transaction can be measured reliably.
c) Multiple element arrangements
Revenue from contracts with multiple-element
arrangements are recognised 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 recognised at the time
of sale.
Revenues are shown net of sales tax, value
added tax, service tax, goods and sales 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
recognised. 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 recognised
as an asset and amortised 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 costs
Finance costs comprises interest cost on borrowings,
gains or losses arising on re-measurement of
201
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
financial assets measured at FVTPL, gains/ (losses),
net, on translation or settlement of foreign currency
borrowings and changes in fair value and gains/
(losses), net, on settlement of related derivative
instruments. Borrowing costs that are not directly
attributable to a qualifying asset are recognised in
the consolidated statement of profit and loss using
the effective interest method.
(xvi) Finance and other income
income comprises
interest
Finance and other
income on deposits, dividend income and gains /
(losses) on disposal of investments. Interest income
is recognised using the effective interest method.
Dividend income is recognised when the right to
receive payment is established.
(xvii) Income tax
Income tax comprises current and deferred
tax. Income tax expense is recognised in the
consolidated statement of profit and loss except
to the extent it relates to a business combination,
or items directly recognised 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 recognised 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 recognised using the balance
sheet approach. Deferred income tax assets and
liabilities are recognised 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 recognised 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 utilised.
202
Deferred income tax liabilities are recognised for
all taxable temporary differences except in respect
of taxable temporary differences that is expected
to reverse within the tax holiday period, 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 utilised.
Deferred income tax assets and liabilities are
measured at the tax rates that are expected to
apply in the period when the asset is realised 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 realised simultaneously.
(xviii) Earnings per share
is computed using
Basic earnings per share
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.
The number of equity shares and potentially dilutive
equity shares are adjusted retrospectively for all
periods presented for any splits and bonus shares
issues including for change effected prior to the
approval of the consolidated financial statements
by the Board of Directors.
(xix) Cash flow statement
Cash flows are reported using the indirect method,
whereby profit for the period is adjusted for the
effects of transactions of a non-cash nature, any
deferrals or accruals of past operating cash receipts
or payments and item of income or expenses
Consolidated Financial Statements under Ind ASWipro Limited
associated with investing or financing cash flows.
The cash from operating, investing and financing
activities of the Company are segregated.
(xx) Discontinued operations
A discontinued operation is a component of the
Company’s business that represents a separate line
of business that has been disposed of 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
Company:
the
The accounting policies adopted in the preparation
of the consolidated financial statements are
consistent with those followed in the preparation
of the Company’s annual consolidated financial
statements for the year ended March 31, 2017.
Ind AS 7- Statement of Cash flows
The amendments require entities to provide
disclosures about changes in their liabilities arising
from financing activities, including both changes
arising from cash flows and non-cash changes
(such as foreign exchange gains or losses). On
initial application of the amendment, entities are
not required to provide comparative information
for preceding periods. The effect on adoption of Ind
AS 7 on the consolidated financial statements is
insignificant.
New accounting standards not yet adopted:
A new standard and amendment to a standard
are not yet effective for annual periods beginning
after April 1, 2017, and have not been applied in
preparing these consolidated financial statements.
New standard and amendment to standard that
could have a potential impact on the consolidated
financial statements of the Company are:
Ind AS 115- Revenue from Contract with Customers
In March 2018, Ministry of Corporate Affairs
(“MCA”) has notified the Ind AS 115, Revenue from
Contract with Customers. Ind AS 115 replaces
existing revenue recognition standards Ind AS 11,
Construction Contracts,Ind AS 18, Revenue and
revised guidance note of the Institute of Chartered
Accountants of India (ICAI) on Accounting for Real
Estate Transactions for Ind AS entities issued in
2016. According to the new standard, revenue is
recognised 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.
Ind AS 115 establishes a five-step model that will
apply to revenue earned from a contract with a
customer
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.
(with
The standard allows for two methods of transition:
the full retrospective approach, under which the
standard will be applied retrospectively to each
reported period presented, or the cumulative
catch up approach, where the cumulative effect of
applying the standard retrospectively is recognised
at the date of initial application. The standard
is effective for annual periods beginning on or
after April 1, 2018. The Company will adopt this
standard using the cumulative catch up transition
method effective April 1, 2018 and accordingly, the
comparative for year ended March 31, 2018, will not
be retrospectively adjusted. The adoption of the
new standard is expected to result in a reduction of
approximately ` 2,239 in opening retained earnings,
primarily relating to certain contract costs because
these will not meet the criteria for recognition as
contract fulfillment asset.
Appendix B to
Transactions and Advance Consideration
Ind AS 21, Foreign Currency
the Companies
In March 2018, Ministry of Corporate Affairs
(Indian
(“MCA”) has notified
Accounting Standards) Amendment Rules, 2018
containing Appendix B to Ind AS 21, 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 recognises 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 the
amendment is annual reporting periods beginning
on or after April 1, 2018, though, early adoption is
permitted. The Company will apply the amendment
prospectively from the effective date and the effect
on adoption of the amendment on the consolidated
financial statements is insignificant.
203
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
4. Property, plant and equipment
Gross carrying value:
As at April 1, 2017
Translation adjustment
Additions/ adjustments
Acquisition through business
combinations
Disposals/ adjustments
Assets reclassified as held
for sale
As at March 31, 2018
Accumulated depreciation/
impairment:
As at April 1, 2017
Translation adjustment
Depreciation
Disposals/ adjustments
Assets reclassified as held
for sale
As at March 31, 2018
Net book value as at
March 31, 2018
Gross carrying value:
As at April 1, 2016
Translation adjustment
Additions/ adjustments
Acquisition 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
Net book value as at
March 31, 2017
Land
Buildings Plant and
machinery*
Furniture
fixtures
Office
equipment
Vehicles
Total
` 3,814
28
2
` 27,385
265
1,197
` 108,887
904
11,767
` 10,224
77
1,073
` 5,427
111
703
` 432 ` 156,169
1,387
15,745
2
1,003
-
-
13
(190)
4
(7,302)
7
(641)
4
(231)
1
(294)
29
(8,658)
(207)
` 3,637
(3,721)
` 24,949
(27,118)
` 87,142
(882)
` 9,858
(197)
` 5,817
(5)
(32,130)
` 1,139 ` 132,542
` -
-
-
-
-
` 6,312
49
1,019
(70)
` 76,952
509
14,075
(6,640)
(1,539)
5,771
(19,627)
65,269
` 7,963
49
846
(533)
(530)
7,795
` 3,910
55
535
(225)
` 365 ` 95,502
662
16,862
(7,710)
-
387
(242)
(182)
4,093
(4)
506
(21,882)
83,434
` 3,637
` 19,178
` 21,873
` 2,063
` 1,724
` 633 ` 49,108
` 3,695
(15)
-
` 25,893
(69)
1,133
` 99,500
(1,377)
16,572
` 9,608
(67)
1,214
134
-
` 3,814
446
(18)
` 27,385
835
(6,643)
` 108,887
1
(532)
` 10,224
` -
-
-
-
-
` 5,300
(39)
1,054
(3)
6,312
` 68,112
(816)
14,906
(5,250)
76,952
` 7,716
(38)
619
(334)
7,963
` 4,410
(66)
1,028
76
(21)
` 5,427
` 3,507
(37)
498
(58)
3,910
` 589 ` 143,695
(1,591)
19,970
3
23
1,492
-
(183)
(7,397)
` 432 ` 156,169
` 504
2
28
(169)
365
` 85,139
(928)
17,105
(5,814)
95,502
` 3,814
` 21,073
` 31,935
` 2,261
` 1,517
` 67
` 60,667
*
Including net carrying value of computer equipment and software amounting to ` 17,765 and ` 19,200 as at March
31, 2018 and 2017, respectively.
Interest capitalised by the Company was ` 157 and ` 89 for the year ended March 31, 2018 and 2017, respectively.
The capitalisation rate used to determine the amount of borrowing cost capitalised for the year ended March 31,
2018 and 2017, are 1.9% and 2.4%, respectively.
204
Consolidated Financial Statements under Ind ASWipro Limited
5. 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 combination, net
Assets reclassified as held for sale
Balance at the end of the year
As at
March 31, 2018 March 31, 2017
` 98,394
(4,242)
28,124
-
` 122,276
` 122,276
2,952
1,172
(12,354)
` 114,046
Acquisition through business combinations for the year ended March 31, 2018, includes goodwill recognised on
four acquisitions. Also refer note 6 to the consolidated financial statements.
The Company is organised by two operating segments: IT Services and IT Products. Goodwill as at March 31, 2018
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.
Goodwill has been allocated to the CGUs as at March 31, 2018 and 2017 as follows:
CGUs
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)
March 31, 2018 March 31, 2017
` 19,912
48,144
17,442
16,393
19,480
905
` 122,276
` 17,475
49,085
14,776
14,863
16,868
979
` 114,046
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 capitalisation approach, using the turnover and earnings
multiples derived from observable market data. The fair value measurement is categorised as a level 2 fair value
based on the inputs in the valuation techniques used.
Based on the above testing, no impairment was identified as at March 31, 2018 and 2017, as the recoverable value
of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as at March 31, 2018
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.
The movement in intangible assets is given below:
Gross carrying value:
As at April 1, 2017
Translation adjustment
Acquisition through business combinations
As at March 31, 2018
Customer
related
Intangible assets
Marketing
related
` 20,528
493
5,565
` 26,586
` 6,279
103
169
` 6,551
Total
` 26,807
596
5,734
` 33,137
205
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Accumulated depreciation/impairment:
As at April 1, 2017
Translation adjustment
Amortisation and impairment*
As at March 31, 2018
Net carrying value as at March 31, 2018
Gross carrying value:
As at April 1, 2016
Translation adjustment
Acquisition through business combinations
As at March 31, 2017
Accumulated depreciation/ impairment:
As at April 1, 2016
Translation adjustment
Amortisation and impairment*
As at March 31, 2017
Net carrying value as at March 31, 2017
Customer
related
Intangible assets
Marketing
related
` 9,264
14
2,985
` 12,263
` 14,323
` 18,360
(546)
2,714
20,528
` 4,164
(7)
5,107
9,264
` 11,264
` 1,621
11
1,129
` 2,761
` 3,790
` 2,587
(314)
4,006
6,279
` 942
(68)
747
1,621
` 4,658
Total
` 10,885
25
4,114
` 15,024
` 18,113
` 20,947
(860)
6,720
26,807
` 5,106
(75)
5,854
10,885
` 15,922
*
includes impairment charge on certain intangible assets recognised on acquisitions, amounting to ` 643 and
` 3,056 for the year ended March 31, 2018 and 2017, respectively.
Acquisition through business combinations for the year ended March 31, 2018, includes intangible assets
recognised on four acquisitions. Also refer note 6 to the consolidated financial statements.
As at March 31, 2018, the estimated remaining amortisation 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 Application Group
Opus Capital Markets Consultants LLC
ATCO I-Tek
Designit AS
Cellent AG
HealthPlan Services
Appirio Inc.
Other entities
6. Business combination
Estimated remaining
amortisation period
2.25 – 3.25 years
4.25 years
0.75 – 2.75 years
6.50 years
0.25 – 2.25 years
2.75 – 4.75 years
1 – 5 years
2.50 – 8.50 years
2 – 14.25 years
Summary of material acquisitions during the year ended March 31, 2018 is given below:
During the year, the Company has completed four business combinations (which both individually and in aggregate
are not material) for a total consideration of ` 6,924. These transactions include (a) an acquisition of IT service
provider which is focused on Brazilian markets, (b) an acquisition of a design and business strategy consultancy
firm based in the United States, and (c) acquisition of intangible assets, assembled workforce and a multi-year
service agreement which qualify as business combinations.
During the year ended March 31, 2018, the Company concluded the fair value adjustments of the assets acquired
and liabilities assumed on acquisition.
206
Consolidated Financial Statements under Ind ASWipro Limited
The following table presents the provisional allocation of purchase price:
Description
Net assets
Customer related intangibles
Other intangible assets
Total
Goodwill
Total purchase price
Purchase price
allocated
` 5
5,565
169
` 5,739
1,185
` 6,924
The goodwill of ` 1,185 comprises value of acquired workforce and expected synergies arising from the acquisition.
The goodwill was allocated among the reportable operating segments and is partially deductible for U.S. federal
income tax purpose.
Net assets acquired include ` 58 of cash and cash equivalents and trade receivables valued at ` 215.
The pro-forma effects of these acquisition on the Company’s results were not material.
Summary of material acquisitions during the year ended March 31, 2017 is given below:
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 ` 32,402 (USD 475.7 million).
During the year, 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
Brand
Alliance relationship
Deferred tax liabilities on other 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
28,020
32,402
Net assets acquired include ` 85 of cash and cash equivalents and trade receivables valued at ` 2,363.
The goodwill of ` 28,020 comprises value of acquired workforce and expected synergies arising from the acquisition.
Goodwill is not deductible for income tax purposes.
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.
207
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
7.
Investments
Non-current
Financial instruments at FVTOCI
As at
March 31, 2018 March 31, 2017
Equity instruments - unquoted (Refer note 7.1)
` 4,140
` 5,303
Financial instruments at amortised cost
Inter corporate and term deposits - unquoted *
Aggregate amount of unquoted investments
Current
Financial instruments at FVTOCI
Equity instruments - unquoted (Refer note 7.1)
Commercial papers, Certificate of deposits and bonds - unquoted
(Refer note 7.2)
Non-convertible debentures and bonds - quoted (Refer note 7.3)
Financial instruments at amortised cost
3,528
` 7,668
7,668
` 1,545
23,343
1,800
` 7,103
7,103
` -
65,279
152,891
80,335
Inter corporate and term deposits -unquoted *
24,877
41,172
Financial instruments at FVTPL
Investments in liquid and short-term mutual funds - unquoted **
Others - Debentures - unquoted
Aggregate amount of quoted investments and aggregate market value thereof
Aggregate amount of unquoted investments
46,438
-
` 249,094
225,751
23,343
104,675
569
` 292,030
226,750
65,280
*
*
**
These deposits earn a fixed rate of interest.
Term deposits include deposits in lien with banks amounting to ` 453 (March 31, 2017: ` 308).
Investments in liquid and short-term mutual funds include investments amounting to ` Nil (March 31, 2017:
` 117) pledged as margin money deposits for entering into currency future contracts.
Investments accounted for using equity method
The Company has no material associates as at March 31, 2018. The aggregate summarised financial information
in respect of the Company’s immaterial associates that are accounted for using the equity method is set forth
below:
Carrying amount of the Company’s interest in associates
Company’s share in associates
As at March 31,
2018
` 1,206
2017
` -
For the year ended March 31,
2018
` 11
2017
` -
During the year ended March 31, 2018, The Company has increased its investment in Drivestream Inc. from 19%
to 43.7%. Drivestream Inc. is a private entity that is not listed on any public exchange. The carrying value of the
investment as at March 31, 2018 was ` 630.
During the year ended March 31, 2018, The Company has invested ` 576 for 33.3% stake in Denim Group LLC, a
private entity that is not listed on any public exchange. The carrying value of the investment as at March 31, 2018
was ` 576.
208
Consolidated Financial Statements under Ind ASWipro Limited
Details of investments:
7.1 Details of investments in equity instruments- classified as FVTOCI
Particulars
Number of Shares
As at
Carrying value
As at
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Non-current
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
Headspin Inc
Work-Bench Ventures II - A, LP
Demisto
Harte Hanks Inc
Tricentis
eSilicon
Current
Opera Solutions LLC
Total
-
-
44,935
306,000
1,836,000
1,811,807
10,103,248
267,600
16,018
373,800
-
384,615
1,887,193
1,716,512
-
139,823
-
330,578
9,926
3,523,608
1,485,149
2,390,433
2,390,433
94,527
44,935
306,000
1,836,000
1,395,034
4,757,373
267,600
16,018
317,027
-
384,615
687,616
1,716,512
-
-
-
-
-
-
-
-
` -
-
-
39
72
501
264
19
98
426
237
440
224
255
211
96
31
130
646
353
98
4,140
` 3,232
304
45
42
97
454
130
19
98
65
94
324
65
143
191
-
-
-
-
-
-
5,303
` 1,545
` 5,685
` -
` 5,303
*
As at 31st March, 2018, Drivestream Inc. has been classified as an associate, accounted for using the equity
method.
7.2 Investment in certificate of deposits/ commercial papers and bonds (unquoted)– classified as FVTOCI
Particulars of issuer
Current
Kotak Mahindra Investments Limited
Canfin Homes Limited
Kotak Mahindra Prime Limited
IDFC Limited
L&T Finance Limited
HDB Financial Services Limited
LIC Housing Finance Limited
L&T Infrastructure Finance Company Limited
Mahindra & Mahindra Financial Services Limited
As at
March 31, 2018 March 31, 2017
` 4,808
4,545
3,333
3,223
2,143
1,980
1,532
931
495
` 4,643
755
9,931
9,482
1,847
3,649
8,153
1,605
3,075
209
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Particulars of issuer
Bajaj Finance Limited
Sundaram Finance Limited
Aditya Birla Finance Limited
Housing Development Finance Corp Limited
L&T Housing Finance Limited
Shriram Transport Finance Limited
Tata Capital Financial Services Limited
Tata Capital Housing Finance Limited
Total
As at
March 31, 2018 March 31, 2017
1,064
1,968
4,103
4,837
2,328
533
5,903
1,403
` 65,279
299
54
-
-
-
-
-
-
` 23,343
7.3 Investment in non-convertible deposits and bonds (quoted) – classified as FVTOCI
Particulars of issuer
Current
LIC Housing Finance Limited
Housing Development Finance Corp Limited
National Highways Authority of India
Kotak Mahindra Prime Limited
HDB Financial Services Limited
Tata Capital Financial Services Limited
Hero Fincorp Limited
Sundaram Finance Limited
L&T Finance Limited
L&T Infrastructure Finance Company Limited
Mahindra & Mahindra Financial Services Limited
Aditya Birla Finance Limited
Tata Capital Housing Finance Limited
L&T Housing Finance Limited
IDFC Limited
Bajaj Finance Limited
Indian Railway Finance Corporation Limited
Canfin Homes Limited
6.79% GOI Security 2027
Kotak Mahindra Investments Limited
Gruh Finance Limited
NABARD
Power Finance Corporation Limited
NTPC Limited
Rural Electrification Corporation Limited
Shriram Transport Finance Limited
Total
210
As at
March 31, 2018 March 31, 2017
` 21,231
18,667
18,456
10,288
10,969
6,962
6,923
6,643
6,169
6,126
5,899
5,202
5,045
4,986
1,569
4,238
3,796
1,904
1,951
1,842
1,247
968
960
427
423
-
` 152,891
` 1,659
4,223
18,359
2,026
7,830
1,390
-
4,864
3,457
5,709
3,649
2,983
715
4,737
2,088
1,873
3,776
-
-
1,715
1,024
440
958
425
423
6,012
` 80,335
Consolidated Financial Statements under Ind ASWipro Limited 8. Financial instruments
Financial assets and liabilities (carrying value / fair value)
Assets
Cash and cash equivalents
Investments
Financial instrument at FVTPL
Financial instrument at FVTOCI
Financial instrument at Amortised cost
Other financial assets
Trade receivables
Unbilled revenues
Other assets
Derivative assets
Liabilities
Trade payables and other payables
Trade payables
Other liabilities
Borrowings
Derivative liabilities
Offsetting financial assets and liabilities
As at March 31,
2018
2017
` 44,925
` 52,710
46,438
158,576
28,405
105,436
42,486
11,615
1,273
` 439,154
` 51,203
31,376
124,866
2,217
` 209,662
105,243
85,638
42,972
98,844
45,095
13,414
9,853
` 453,769
` 48,673
24,009
136,352
2,710
` 211,744
The following table contains information on other financial assets and trade payables and other payables, subject
to offsetting:
Financial Assets
Gross amount of recognised other financial assets
Gross amount of recognised trade payables and other payables set off in the
consolidated balance sheet
Net amount of other financial assets presented in the consolidated balance sheet
Financial liabilities
Gross amount recognised as Trade payables and other payables
Gross amount of recognised trade payables and other payables set off in the
consolidated balance sheet
Net amounts of Trade payables and other payables presented in the
consolidated balance sheet
As at
March 31, 2018 March 31, 2017
` 165,985
` 162,252
(6,448)
` 159,537
(4,899)
` 157,353
` 89,027
` 77,581
(6,448)
(4,899)
` 82,579
` 72,682
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
Financial assets and liabilities include cash and cash equivalents, trade receivables, unbilled revenues, finance
lease receivables, employee and other advances and eligible current and non-current assets, long and short-term
loans and borrowings, finance lease payables, bank overdrafts, trade payable, eligible current liabilities and non-
current liabilities.
211
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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 at March 31, 2018 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 commercial papers,
certificate of deposits and bonds 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).
The following table presents fair value of hierarchy of assets and liabilities measured at fair value on a recurring
basis:
Particulars
Assets
Derivative instruments:
Cash flow hedges
Others
Investments:
As at March 31, 2018
Fair value measurements at
reporting date
As at March 31, 2017
Fair value measurements at
reporting date
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
1,139
134
-
-
1,139
134
-
-
7,307
2,546
-
-
7,307
2,120
-
426
Investment in liquid and short-
term mutual funds
Other investments
Investment in equity instruments
Commercial paper, Certificate
of deposits and bonds
46,438 46,438
-
- 104,675 104,675
-
-
-
5,685
176,234
-
-
-
-
1,951 174,283
-
5,685
569
5,303
- 145,614
569
-
-
-
- 145,614
-
5,303
-
Liabilities
Derivative instruments:
Cash flow hedges
Others
Contingent consideration
(1,276)
(941)
-
-
-
-
(1,276)
(941)
-
-
-
-
(55)
(2,655)
(339)
-
-
-
(55)
(2,655)
-
-
-
(339)
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
212
Consolidated Financial Statements under Ind ASWipro Limited
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, 2018, 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 recognised 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
Balance as at April 1, 2017
Additions
Payouts
Transferred to investment in associates
Gain/loss recognised in statement of profit and loss
Gain/loss recognised in foreign currency translation reserve
Gain/loss recognised in other comprehensive income
Finance costs recognised in statement of profit and loss
Balance as at March 31, 2018
Balance as at April 1, 2016
Additions
Payouts
Gain/loss recognised in statement of profit and loss
Gain/loss recognised in foreign currency translation reserve
Gain/loss recognised in other comprehensive income
Finance costs recognised in statement of profit and loss
Balance as at March 31, 2017
Description of significant unobservable inputs to valuation:
Investment
in equity
instruments
5,303
1,851
-
(357)
-
53
(1,165)
-
5,685
4,907
620
-
-
(41)
(183)
-
5,303
Derivative
Assets - others
426
-
-
-
(426)
-
-
-
-
558
-
-
(132)
-
-
-
426
Liabilities -
Contingent
consideration
(339)
-
164
-
167
(32)
-
40
-
(2,251)
-
138
1,546
198
-
30
(339)
As at March 31, 2018
Items
Valuation technique
Unquoted equity
Third party quote
As at March 31, 2017
Significant unobservable
input
Forecast revenues
Movement
by
1.0%
Increase
(`)
18
Decrease
(`)
(18)
Items
Valuation technique
Significant unobservable
inputs
Movement
by
Increase
(`)
Decrease
(`)
Unquoted equity
investments
Discounted cash flow
model
Market multiple
approach
Long term growth rate
Discount rate
Revenue Multiple
Derivative assets Option pricing
model
Contingent
consideration
Probability
weighted method
Volatility of comparable
companies
Time to liquidation
event
Estimated revenue
achievement
Estimated earnings
achievement
0.5%
0.5%
0.5x
2.5%
1 year
5.0%
1.0%
55
(93)
179
31
60
56
-
(51)
101
(186)
(31)
(69)
(56)
-
* Carrying value of ` 1,545 and ` 3,232 as at March 31, 2018 and 2017, respectively.
A one percentage point change in the unobservable inputs used in fair valuation of other Level 3 assets does not
have a significant impact in their value.
213
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Derivative 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 parties in these derivative
instruments are primarily banks and the Company considers the risks of non-performance by the counterparty
as non-material.
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts
outstanding:
As at
(in millions)
March 31, 2018
March 31, 2017
Notional
Fair value
Notional
Fair value
Designated derivatives instruments
Sell : Forward contracts
Range forward options contracts
USD
€
£
AUD
USD
£
€
904
134
147
77
182
13
10
` 951
` (531)
` (667)
` 29
` 5
` 5
` 2
USD
€
£
AUD
USD
£
€
886
228
280
129
130
-
-
Interest rate swaps
USD
75
` (7)
USD
-
Non-designated derivatives instruments
Sell : Forward contracts
Range forward options contracts
Buy : Forward contracts
^ Value is less than ` 1
214
USD
€
£
AUD
SGD
ZAR
CAD
SAR
AED
PLN
CHF
QAR
TRY
MXN
NOK
OMR
USD
£
USD
JPY
DKK
939
58
95
77
6
132
14
62
8
36
6
11
10
61
34
3
50
20
575
399
9
` (360)
` 6
` (56)
` 68
` (1)
` (16)
` 32
^
^
` 12
` 3
` (3)
` 8
` (6)
` 3
` (1)
` (6)
` (2)
` (417)
` 6
` (1)
USD
€
£
AUD
SGD
ZAR
CAD
SAR
AED
PLN
CHF
QAR
TRY
MXN
NOK
OMR
USD
£
USD
JPY
DKK
889
83
82
51
3
262
41
49
69
31
-
-
-
-
-
-
-
-
750
-
-
` 3,627
` 1,166
` 2,475
` 154
` 106
-
-
-
` 1,714
` (4)
` 79
` 3
` (3)
` (17)
` 22
` 11
^
^
-
-
-
-
-
-
-
-
` (2,616)
-
-
Consolidated Financial Statements under Ind ASWipro Limited
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, 2018 March 31, 2017
` 2,367
74
12,391
` 7,325
(6)
(12)
(7,450)
` (7,468)
(143)
29
` (114)
(7,507)
` 4,958
` 7,325
(1,419)
` 5,906
The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2018 are expected to
occur and be reclassified to the statement of profit and loss over a period of two years.
As at March 31, 2018 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 year ended March 31,
2018 and March 31, 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 consolidated balance sheet.
Financial risk management
Market Risk
Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change
in the price of a financial instrument. The value of a financial instrument may change as a result of changes in
the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive
instruments. Market risk is attributable to all market risk sensitive financial instruments including investments,
foreign currency receivables, payables and 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
215
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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 at March 31, 2018 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 ` 1,500 (consolidated statement of profit and loss ` 414 and
other comprehensive income ` 1,086) and ` 1,155 (consolidated statement of profit and loss ` 139 and other
comprehensive income ` 1,016) decrease/increase in the fair value of foreign currency dollar denominated derivative
instruments.
The below table presents foreign currency risk from non-derivative financial instruments as at March 31, 2018
and 2017:
Particulars
Trade receivables
Unbilled revenues
Cash and cash
equivalents
Other assets
Borrowings*
Trade payables
and other financial
liabilities
Net assets/(liabilities)
Particulars
Trade receivables
Unbilled revenues
Cash and cash
equivalents
Other assets
Borrowings*
Trade payables
and other financial
liabilities
Net assets/(liabilities)
As at March 31, 2018
Australian
Dollar
Canadian
Dollar
US $
Euro
` 32,948
13,893
9,144
1,879
(49,257)
(23,561)
` 7,273
2,571
3,791
1,993
(41)
(3,474)
Pound
Sterling
` 6,585
5,189
1,685
285
(37)
(5,958)
` 3,459
2,094
786
1,122
(165)
(1,516)
` 990
338
34
1
-
(652)
Other
currencies#
` 3,651
1,609
2,241
Total
` 54,906
25,694
17,681
333
(137)
(2,942)
5,613
(49,637)
(38,103)
` (14,954)
` 12,113
` 7,749
` 5,780
` 711
` 4,755
` 16,154
As at March 31, 2017
Australian
Dollar
Canadian
Dollar
US $
Euro
` 33,388
15,839
15,752
1,612
(58,785)
(22,339)
` 4,663
2,801
1,178
1,437
(494)
(4,284)
Pound
Sterling
` 5,078
4,454
571
190
(604)
(4,605)
` 2,547
2,024
335
1,568
(537)
(1,453)
` 890
577
2
7
-
(443)
Other
currencies#
` 4,218
2,926
675
Total
` 50,784
28,621
18,513
360
(509)
(2,136)
5,174
(60,929)
(35,260)
` (14,533)
` 5,301
` 5,084
` 4,484
` 1,033
` 5,534
` 6,903
# Other currencies reflect currencies such as Singapore Dollars, Danish Krone, etc.
* Includes current obligation under borrowings classified under ‘Other current financial liabilities’.
216
Consolidated Financial Statements under Ind ASWipro Limited
As at March 31, 2018 and 2017, respectively, every 1% increase/decrease of the respective foreign currencies
compared to functional currency of the Company would impact results by approximately ` 162 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, 2018, additional net annual interest expense on floating
rate borrowing would amount to approximately ` 1,186.
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 aging 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, 2018 and 2017, respectively and revenues for the year ended March 31, 2018 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 minimised 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, 2018, 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
Borrowings *
Trade payables
Derivative liabilities
Other financial liabilities *
Contractual cash flows
Borrowings *
Trade payables
Derivative liabilities
Other financial liabilities *
1-2 years
As at March 31, 2018
Less than
1 year
` 95,466
68,129
2,210
1,050
Carrying
value
` 138,259
68,129
2,217
1,057
` 18,997
-
7
7
1-2 years
As at March 31, 2017
Less than
1 year
` 124,243
48,673
2,708
17,095
Carrying
value
` 142,412
48,673
2,710
17,949
` 14,132
-
2
810
2-4 years
4-7 years
Total
` 28,190
-
-
` 6
-
-
` 142,659
68,129
2,217
1,057
2-4 years
4-7 years
Total
` 5,526
-
-
-
` 341
-
-
77
` 144,242
48,673
2,710
17,982
217
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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 equivalent
Investment
Borrowings *
As at
March 31, 2018 March 31, 2017
` 52,710
292,030
(142,412)
` 202,328
` 44,925
256,762
(138,259)
` 163,428
*
Includes current obligation under borrowings and financial leases classified under ‘Other current financial
liabilities’.
9. Trade receivables
Unsecured
Considered good
Considered doubtful
Assets reclassified as held for sale
Less: Allowances for lifetime expected credit losses
Included in the consolidated balance sheet as follows:
Non-current
Current
The activity in the allowance for lifetime expected credit losses is given below:
Balance at the beginning of the year
Additions during the year, net uncollectable receivables
Uncollectable receivables charged against allowance
Translation adjustments
Balance at the end of the year
10. Other Financial Assets
Non-current
Security deposits
Other deposits
Finance lease receivables (Refer note 31)
Others
Current
Security Deposits
Other deposits
Due from officers and employees
Finance lease receivables (Refer note 31)
218
As at
March 31, 2018 March 31, 2017
` 106,843
14,570
(1,407)
` 120,006
(14,570)
` 105,436
4,446
100,990
` 98,844
9,108
-
` 107,952
(9,108)
` 98,844
3,998
94,846
As at
March 31, 2018 March 31, 2017
` 8,709
2,427
(2,099)
71
` 9,108
` 9,108
5,456
(29)
35
` 14,570
As at
March 31, 2018 March 31, 2017
` 1,197
250
2,739
-
` 4,186
` 1,238
59
697
2,271
` 1,636
449
2,674
26
` 4,785
` 514
148
936
1,854
Consolidated Financial Statements under Ind ASWipro Limited
Others
Considered doubtful
Less : Provision for doubtful advances
Total
The activities in the provision for doubtful advances is given below:
Balance at the beginning of the year
Addition during the year, net
Reversals/Uncollectable advances charged against allowance
Balance at the end of the year
11. Other assets
Non-current
Prepaid expenses including rentals for leasehold land and Deposits
Capital advances
Others
Assets reclassified as held for sale
Current
Prepaid expenses and Deposits
Due from officers and employees
Deferred contract costs
Balance with excise, customs and other authorities
Advances to suppliers
Others
Assets reclassified as held for sale
Total
12. Inventories
Finished goods [including goods-in-transit- ` 3 (` 2 for March 31, 2017)]
Traded goods
Stores and spares
As at
March 31, 2018 March 31, 2017
5,177
492
` 9,121
(492)
` 8,629
` 13,414
3,164
815
` 8,244
(815)
` 7,429
` 11,615
As at
March 31, 2018 March 31, 2017
` 798
32
(338)
` 492
` 492
409
(86)
` 815
As at
March 31, 2018 March 31, 2017
` 7,602
1,389
4,468
(530)
` 12,929
` 14,407
1,175
3,211
3,886
1,819
50
(1,381)
` 23,167
` 36,096
` 8,833
1,574
3,175
-
` 13,582
` 12,824
1,413
4,270
2,153
1,451
11
-
` 22,122
` 35,704
As at
March 31, 2018 March 31, 2017
7
3,101
807
` 3,915
3
2,600
767
` 3,370
13. Cash and cash equivalents
Cash and cash equivalents as of March 31, 2018 and 2017 consists of cash and balances on deposit with banks.
Cash and cash equivalents consists of the following:
219
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Balances with banks
Current accounts
Unclaimed dividend
Demand deposits *
Cheques, drafts on hand
Cash in hand
As at
March 31, 2018 March 31, 2017
` 23,005
43
21,625
251
1
` 44,925
` 27,163
50
24,902
593
2
` 52,710
* These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on
the principal.
Cash and cash equivalents consists of the following for the purpose of the cash flow statement:
Cash and cash equivalents (as above)
Bank overdrafts
14. Share Capital
Authorised capital
5,500,000,000 (March 31, 2017: 2,917,500,000) equity shares [Par value of
` 2 per share]
25,000,000 (March 31, 2017: 25,000,000) 10.25 % redeemable cumulative
preference shares [Par value of ` 10 per share]
150,000 (March 31, 2017:150,000) 10% Optionally convertible cumulative
prefence shares [Par value of ` 100 per share]
Issued, subscribed and fully paid-up capital
4,523,784,491 (March 31, 2017: 2,430,900,565) equity shares of ` 2 each
As at
March 31, 2018 March 31, 2017
` 52,710
(1,992)
` 50,718
` 44,925
(3,999)
` 40,926
As at
March 31, 2018 March 31, 2017
` 11,000
` 5,835
250
15
250
15
` 11,265
` 6,100
9,048
` 9,048
4,861
` 4,861
Terms / Rights attached to equity shares
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 recognised as distributions to equity shareholders:
Interim dividend
For the year ended
March 31, 2018 March 31, 2017
` 2
` 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.
220
Consolidated Financial Statements under Ind ASWipro Limited
i. Reconciliation of number of shares
As at March 31, 2018
As at March 31, 2017
No. of Shares
` Million No. of Shares
` Million
Opening number of equity shares/American
Depository Receipts (ADRs) outstanding
Equity shares issued pursuant to Employee Stock
Option Plan *
3,559,599
Issue of bonus shares (Refer note 33)
2,433,074,327
Buyback of equity shares (Refer note 33)
(343,750,000)
Closing number of equity shares/ADRs outstanding 4,523,784,491
*
2,430,900,565
4,861 2,470,713,290
4,941
187,275
8
4,866
(40,000,000)
(687)
9,048 2,430,900,565
^
(80)
4,861
4,351,775 shares have been transferred by the controlled Trust to eligible employees on exercise of options
during the year ended March 31, 2018
Value is less than ` 1
^
ii. Details of shareholders holding more than 5% of the total equity shares of the Company
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, 2018
As at March 31, 2017
No. of Shares
741,912,000
% held No. of Shares
370,956,000
16.40
% held
15.26
890,813,582
19.69
452,906,791
18.63
903,239,580
19.97
451,619,790
18.58
618,461,626
13.67
399,065,641
16.42
iii. Other details of equity shares for a period of five years immediately preceding March 31, 2018
(a) 2,433,074,327 bonus shares were issued during the year ended March 31, 2018, refer note 33.
(b)
343,750,000 equity shares and 40,000,000 equity shares were bought back by the company during the year
ended March 31, 2018 and 2017 respectively, refer note 33.
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 30.
15. Borrowings
Non-current
Secured
Obligations under finance leases (1)
Less: Liabilities directly associated with assets held for sale
Unsecured
Term loans:
External commercial borrowing
Borrowings from banks (2)
Loans from institutions other than banks
Total Non-current
As at
March 31, 2018 March 31, 2017
` 2,438
(716)
` 1,722
` -
43,070
476
43,546
` 45,268
` 4,657
-
` 4,657
` 9,728
4,116
1,110
14,954
` 19,611
221
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Current
Unsecured
Cash Credit
Borrowings from Banks (3)
Loans from institutions other than banks (4)
Total Current
Total Borrowings
As at
March 31, 2018 March 31, 2017
` 3,999
75,597
2
79,598
` 79,598
` 124,866
` 1,992
114,749
-
116,741
` 116,741
` 136,352
(1) Current obligations under financial leases amounting to 3,004 (March 31, 2017: 3,623) is classified under ‘Other
current financial liabilities’.
(2) Current obligations under external commercial borrowings amounting to 9,777 (March 31, 2017: Nil) is classified
under ‘Other current financial liabilities’.
(3) Current obligations under borrowings from banks amounting to 1,022 (March 31, 2017: 2,046) is classified
under ‘Other current financial liabilities’.
(4)
Current maturities of loans from institutions other than bank amounting to 343 (March 31, 2017: 391) is classified
under ‘Other current financial liabilities’.
Short-term borrowings
The Company had short-term borrowings including bank overdrafts amounting to ` 79,598 and ` 116,742 as at
March 31, 2018 and 2017 respectively. The principal source of Short-term borrowings from banks as of March
31, 2018 primarily consists of lines of credit of approximately ` 10,000 million, U.S. Dollar (USD) 1,748 million,
Canadian Dollar (CAD) 57 million, EURO 19 million, United Kingdom Pound Sterling (GBP) 43 million, Indonesian
Rupiah (IDR) 13,000 million and Saudi Riyal (SAR) 43 million from bankers for working capital requirements and
other short term needs. As of March 31, 2018, the Company has unutilised lines of credit aggregating USD 711
million, EURO 2 million, GBP 42 million, CAD 27 million, ` 1,003 million, IDR 13,000 million and SAR 39 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 ` 44,022 and
` 51,739 as of March 31, 2018 and 2017, respectively, towards operational requirements that can be used for
the issuance of letters of credit and bank guarantees. As of March 31, 2018 and 2017, an amount of ` 22,476 and
` 29,716,respectively, was unutilised out of these non-fund based facilities.
Long-term borrowings
A summary of long- term loans and borrowings is as follows:
Currency
Unsecured external
commercial borrowing
USD
Unsecured term loans
Foreign
currency in
millions
As at March 31, 2018
Interest rate
Indian
Rupee
Final maturity
As at March 31, 2017
Foreign
Indian
currency in
Rupee
millions
150
9,777
1.94%
June 2018
150
9,728
USD
Canadian Dollar (CAD)
Indian Rupee
Australian Dollar (AUD)
625
72
NA
2
222
40,715 1.90% - 3.81%
3,660 1.20% - 3.26%
366 8.30% - 9.40%
June 2021
July 2021
December 2021
4.65% January 2022
92
2
85
NA
2
118
4,131
714
116
Consolidated Financial Statements under Ind ASWipro Limited
Currency
Foreign
currency in
millions
As at March 31, 2018
Interest rate
Indian
Rupee
Final maturity
As at March 31, 2017
Indian
Foreign
Rupee
currency in
millions
Great British Pound
(GBP)
Euro
Brazilian Real (BRL)
Saudi Arabian Riyal
(SAR)
Obligations under finance
leases
Liabilities directly
associated with assets
held for sale
^ Value is less than ` 1
^
^
1
-
42
24
12
-
` 54,688
5,442
(1,469)
` 58,661
2.93% February 2022
2.98% December 2020
May 2019
14.04%
-
1
19
-
71
73
1,282
-
1,229
` 17,391
8,280
-
` 25,671
Changes in financing liabilities arising from cash and non-cash changes:
Particulars
April 1,
2017
Cash
flow
Borrowings from banks
Bank overdrafts
External commercial
borrowings
Obligations under finance
leases
Loans from other than
bank
` 120,911 ` (6,661)
2,007
-
1,992
9,728
8,280
(3,627)
1,501
(695)
Non-cash changes
Assets taken
on financial
lease
Foreign
exchange
movements
March 31,
2018
Less:
Liabilities
directly
associated
with assets
held for sale
` -
-
-
766
-
` 5,439
-
49
23
15
` - ` 119,689
3,999
9,777
-
-
(1,469)
3,973
-
821
` 142,412 ` (8,976)
` 766
` 5,526
` (1,469) ` 138,259
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, 2018
and 2017, the Company has met all the covenants under these arrangements.
223
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
16. Other financial liabilities
Non-current
Deposits and others
Current
Salary payable
Current maturities of long term borrowings *
Current maturities of obligation under finance lease *
Interest accrued but not due on borrowing
Unclaimed dividends
Deposits and others
Liabilities directly associated with assets held for sale
Total
* For rate of interest and other terms and conditions, refer to note 15.
17. Provisions
Non-current
Employee benefits obligations
Provision for warranty
Others
Current
Employee benefits obligations
Provision for warranty
Others
Total
As at
March 31, 2018 March 31, 2017
` 7
` 7
` 16,926
11,142
3,004
336
43
671
(753)
` 31,369
` 31,376
` 853
` 853
` 16,813
2,437
3,623
229
50
4
-
` 23,156
` 24,009
As at
March 31, 2018 March 31, 2017
` 1,791
3
-
` 1,794
` 8,535
290
878
` 9,703
` 11,497
` 4,235
4
2
` 4,241
` 5,912
436
1,195
` 7,543
` 11,784
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 utilised 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.
Particulars
Provision at the beginning of the year
Additions during the year, net
Utilised/ reversed during the year
Provision at the end of the year
Included in the consolidated balance
sheet as follows:
Non-current portion
Current portion
224
As at March 31, 2018
Others
Total
As at March 31, 2017
Others
Total
Provision
for
warranty
` 402
631
(593)
` 440
` 1,197
17
(336)
` 878
` 1,637
334
(800)
` 1,171
` 1,229
180
(212)
` 1,197
` 1,631
811
(805)
` 1,637
Provision
for
warranty
` 440
317
(464)
` 293
` 3
` 290
` -
` 878
` 3
` 1,168
` 4
` 436
` 2
` 1,195
` 6
` 1,631
Consolidated Financial Statements under Ind ASWipro Limited
18. Other liabilities
Non-current
Others
Liabilities directly associated with assets held for sale
Current
Statutory and other liabilities
Advance from customers
Others
Liabilities directly associated with assets held for sale
Total
19. Trade payables
Trade payables
Liabilities directly associated with assets held for sale
As at
March 31, 2018 March 31, 2017
2,440
(8)
` 2,432
` 4,263
1,901
769
(277)
` 6,656
` 9,088
410
-
` 410
` 3,353
2,394
666
-
` 6,413
` 6,823
As at
March 31, 2018 March 31, 2017
` 48,673
-
` 48,673
` 53,112
(1,909)
` 51,203
Trade payables includes due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006,
[MSMED Act] as at March 31, 2018 and March 31, 2017. The disclosure pursuant to the said Act is as under:
Particulars
Principal amount remaining unpaid
Interest due thereon remaining unpaid
Interest paid by the Company in terms of Section 16 of the MSMED Act, along
with the amount of the payment made to the supplier beyond the appointed
day
Interest due and payable for the period of delay in making payment (which
have been paid but beyond the appointed day during the period) but without
adding interest specified under the MSMED Act
Interest accrued and remaining unpaid
Interest remaining due and payable even in the succeeding years, until such
date when the interest dues as above are actually paid to the small enterprises
^ Value is less than ` 1
As at
March 31, 2018 March 31, 2017
` 31
^
78
` 39
^
197
-
14
^
-
7
^
This information has been determined to the extent such parties have been identified on the basis of information
available with the Company.
20. Revenue from operations
Sale of Services
Sales of Products
Year ended
March 31, 2018 March 31, 2017
` 522,061
28,341
` 550,402
` 524,543
20,328
` 544,871
225
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
21. Other operating income
During the year ended March 31, 2017, the Company had 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.
22. Other income
Interest income
Dividend income
Net gain from investments classified as FVTPL
Net gain from investments classified as FVTOCI
Finance and other income
Foreign exchange gains/(losses), net on financial instrument measured at FVTPL
Other exchange differences, net
Foreign exchange gains/(losses), net
Year ended
March 31, 2018 March 31, 2017
` 18,066
311
3,822
220
` 22,419
-
3,807
` 3,807
` 26,226
` 17,806
609
5,410
174
` 23,999
(107)
1,595
` 1,488
` 25,487
23. Changes in inventories of finished goods, work in progress and stock-in-trade
Opening stock
Traded goods
Finished products
Less: Closing stock
Traded goods
Finished products
24. Employee benefits
a) Employee costs includes
Salaries and bonus
Employee benefits plans
Gratuity and other defined benefit plans
Defined contribution plans
Share based compensation
Year ended
March 31, 2018 March 31, 2017
3,101
7
` 3,108
2,600
3
2,603
` 505
4,512
7
` 4,519
3,101
7
3,108
` 1,411
Year ended
March 31, 2018 March 31, 2017
` 258,207
` 261,981
1,532
7,363
1,347
` 272,223
1,095
7,037
1,742
` 268,081
Defined benefit plan actuarial (gains)/ losses recognised in other comprehensive income include:
Re-measurement of net defined benefit liability/(asset)
Return on plan assets excluding interest income
Actuarial (gain)/loss arising from financial assumptions
Actuarial (gain)/loss arising from demographic assumptions
Actuarial (gain)/loss arising from experience adjustments
226
Year ended
March 31, 2018 March 31, 2017
` (18)
(296)
(54)
(454)
` (822)
` (189)
363
(73)
(313)
` (212)
Consolidated Financial Statements under Ind ASWipro Limited
b) Defined benefit plans
Defined benefit plans include gratuity for employees drawing salary in Indian rupees and certain benefits plans
in foreign jurisdictions
Amount recognised in the consolidated statement of profit and loss in respect of defined benefit plans is as
follows:
Current service cost
Net interest on net defined benefit liability/(asset)
Net gratuity cost
Actual return on plan assets
Change in present value of defined benefit obligation is summarised below:
Defined benefit obligation at the beginning of the year
Acquisitions
Current service cost
Interest on obligation
Benefits paid
Remeasurement (gains)/losses
Actuarial (gain)/loss arising from financial assumptions
Actuarial (gain)/loss arising from demographic assumptions
Actuarial (gain)/loss arising from experience adjustments
Defined benefit obligation at the end of the year
Change in plan assets is summarised below:
Fair value of plan assets at the beginning of the year
Acquisitions
Expected return on plan assets
Employer contributions
Benefits paid
Remeasurement (gains)/losses
Return on plan assets excluding interest income
Fair value of plan assets at the end of the year
Present value of unfunded obligation
Recognised asset/(liability)
Year ended
March 31, 2018 March 31, 2017
` 1,130
(35)
1,095
` 692
` 1,525
7
1,532
` 501
As at
March 31, 2018 March 31, 2017
` 6,656
751
1,130
464
(708)
` 8,270
38
1,525
490
(865)
(296)
(54)
(454)
` 8,654
363
(73)
(313)
` 8,270
As at
March 31, 2018 March 31, 2017
` 6,488
561
499
186
(4)
` 7,919
28
483
59
-
18
` 8,507
(147)
(147)
189
` 7,919
(351)
(351)
As at March 31, 2018 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.
227
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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
Duration of defined benefit obligations
As at
March 31, 2018 March 31, 2017
5.91%
5.91%
6.90%
8 years
6.30%
6.30%
6.89%
8 years
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, 2019
Estimated benefit payments from the fund for the year ending March 31:
2019
2020
2021
2022
2023
Thereafter
Total
` 1,162
1,338
1,062
1,059
1,065
1,053
5,454
` 11,031
The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations
as of March 31, 2018.
Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation
by 0.5 percentage.
As of March 31, 2018, every 0.5 percentage point increase/(decrease) in discount rate will result in (decrease)/
increase of defined benefit obligation by approximately ` (320) and ` 341 respectively (March 31, 2017: ` (187) and
` 207 respectively).
As of March 31, 2018, every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in
increase/(decrease) of defined benefit obligation by approximately ` 184 and ` (173) respectively (March 31, 2017:
` 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
The plan assets have been primarily invested in government securities and corporate bonds.
As at
March 31, 2018 March 31, 2017
` 40,059
40,059
` -
` 46,016
46,016
` -
228
Consolidated Financial Statements under Ind ASWipro Limited
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
Average guaranteed rate of return
Also refer note 30 for details of employee stock options.
25. Finance costs
Interest expense
Exchange fluctuation on foreign currency borrowings, net
(to the extent regarded as borrowing cost)
26. Other Expenses
Rates, taxes and insurance
Allowance for lifetime expected credit losses and deferred contract cost *
Auditors’ remuneration
Audit fees
For tax matters
Out of pocket expenses
Miscellaneous expenses
As at
March 31, 2018 March 31, 2017
6.90%
6 years
8.65%
7.35%
7 years
8.55%
Year ended
March 31, 2018 March 31, 2017
` 2,675
3,267
` 3,451
2,379
` 5,830
` 5,942
Year ended
March 31, 2018 March 31, 2017
` 2,261
2,427
` 2,400
6,565
57
9
4
4,740
` 13,775
38
1
3
6,039
` 10,769
*
Consequent to insolvency of two of our customers, the Company has recognised provision of ` 4,612 for
impairment of receivables and deferred contract cost.
27. 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:
Unrealised gains/ (losses) on investment securities
Gains/(losses) on cash flow hedging derivatives
Defined benefit plan actuarial gains/(losses)
Total income taxes
Year ended
March 31, 2018 March 31, 2017
` 25,214
` 22,391
(645)
(1,448)
255
` 20,553
594
962
43
` 26,813
229
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Income tax expense consists of the following:
Current taxes
Domestic
Foreign
Deferred taxes
Domestic
Foreign
Total income taxes
Year ended
March 31, 2018 March 31, 2017
` 18,500
7,834
26,334
3
(3,946)
(3,943)
` 22,391
` 21,089
5,412
26,501
(62)
(1,225)
(1,287)
` 25,214
Income tax expenses are net of reversal of provisions pertaining to earlier periods, amounting to ` 380 and ` 593
for the year ended March 31, 2018 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 tax is as follows:
Profit before tax
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
Reversal of deferred tax liability for past years due to rate reduction*
Income taxes related to prior years
Changes in unrecognised deferred tax assets
Expenses disallowed for tax purpose
Others, net
Total income taxes expenses
Effective tax rate
Year ended
March 31, 2018 March 31, 2017
` 110,393
34.61%
38,207
` 102,422
34.61%
35,448
(12,878)
167
(111)
(1,563)
(380)
239
1,431
38
` 22,391
21.86%
(12,684)
(274)
(1,105)
-
(593)
40
1,787
(164)
` 25,214
22.84%
*
The “Tax Cuts and Jobs Act,” was signed into law on December 22, 2017 (‘US tax reforms’) which among other
things, makes significant changes to the rules applicable to the taxation of corporations, such as changing
the corporate tax rate from 35% to 21% rate effective January 1, 2018. For the year ended March 2018, the
Company took a positive impact of ` 1,563 on account of re-statement of deferred tax items pursuant to US
tax reforms.
The components of deferred tax assets and liabilities are as follows:
Carry-forward losses *
Trade payables and other liabilities
Allowance for lifetime expected credit losses
Minimum alternate tax
Cash flow hedges
230
As at
March 31, 2018 March 31, 2017
` 5,513
3,151
2,955
1,520
-
13,139
` 5,694
3,107
4,499
74
29
13,403
Consolidated Financial Statements under Ind ASWipro Limited
Property, plant and equipment
Amortisable 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
As at
March 31, 2018 March 31, 2017
` (4,117)
(4,057)
(4,511)
(2,245)
(1,419)
(183)
(87)
` (16,619)
` (3,480)
(2,132)
(1,810)
(3,190)
(1,712)
-
(273)
(403)
` (9,520)
` 3,883
Deferred tax assets
Deferred tax liabilities
Includes deferred tax asset recognised on carry-forward losses pertaining to business combinations.
` 6,908
` (3,025)
` 3,098
` (6,578)
*
Credit/ (charge)
in the Other
comprehensive
income
On account
of business
combination
Assets
held for
sale
As at
March
31, 2018
Movement in deferred tax assets and liabilities
Movement during the year
ended March 31, 2018
Carry-forward losses
Trade payables and other
liabilities
Expected credit loss
Minimum alternate tax
Property, plant and equipment
Amortisable goodwill
Other intangible assets
Interest on bonds and fair value
movement of investments
Cash flow hedges
Deferred revenue
Others
Total
As at
April 1,
2017
5,513
3,151
2,955
1,520
(4,117)
(4,057)
(4,511)
(2,245)
(1,419)
(183)
(87)
(3,480)
Credit/
(charge)
in the
consolidated
statement
of profit and
loss
133
243
1,564
(1,446)
911
1,522
1,546
(112)
-
(35)
(383)
3,943
48
(246)
2
-
(76)
(53)
(112)
645
1,448
(9)
(75)
1,572
Movement during the year
ended March 31, 2017
As at April
1, 2016
Carry-forward losses
Trade payables and other liabilities
Expected credit loss
Minimum alternate tax
Property, plant and equipment
Amortisable goodwill
5,250
3,270
3,039
1,457
(4,223)
(3,963)
Credit/ (charge) in
the consolidated
statement of
profit and loss
825
(44)
(77)
63
(250)
(401)
Credit/ (charge)
in the Other
comprehensive
income
(562)
(75)
(7)
-
356
307
-
-
-
(41)
5,694
3,107
-
-
-
-
(113)
-
-
-
-
(113)
(22)
-
1,150
778
-
-
-
(46)
142
1,961
4,499
74
(2,132)
(1,810)
(3,190)
(1,712)
29
(273)
(403)
3,883
On account
of business
combination
As at
March 31,
2017
-
-
-
-
-
-
5,513
3,151
2,955
1,520
(4,117)
(4,057)
231
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Movement during the year
ended March 31, 2017
As at April
1, 2016
Other intangible assets
Interest on bonds and fair value
movement of investments
Cash flow hedges
Deferred revenue
Others
Total
(4,665)
(814)
(458)
(4)
328
(783)
Credit/ (charge) in
the consolidated
statement of
profit and loss
2,639
(837)
Credit/ (charge)
in the Other
comprehensive
income
279
(594)
-
(192)
(439)
1,287
(961)
13
24
(1,220)
On account
of business
combination
As at
March 31,
2017
(2,764)
-
-
-
-
(2,764)
(4,511)
(2,245)
(1,419)
(183)
(87)
(3,480)
Deferred taxes on unrealised foreign exchange gain/loss relating to cash flow hedges, fair value movements in
investments and actuarial gains/losses on defined benefit plans are recognised in other comprehensive income.
Deferred tax liability on the other 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 consolidated statement of profit and loss.
In assessing the realisability of deferred tax assets, the Company considers the extent to which it is probable
that the deferred tax asset will be realised. The ultimate realisation 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 ` 3,756 and ` 4,238 as at March 31, 2018 and 2017, respectively in respect of
unused tax losses have not been recognised by the Company. The tax loss carry-forwards of ` 14,510 and ` 13,581
as at March 31, 2018 and 2017, respectively, relates to certain subsidiaries on which deferred tax asset has not
been recognised by the Company, because there is a lack of reasonable certainty that these subsidiaries may
generate future taxable profits. Approximately, ` 6,223 and ` 5,371 as at March 31, 2018 and 2017, respectively, of
these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of
approximately, ` 8,287 and ` 8,210 as at March 31, 2018 and 2017, respectively, expires in various years through
fiscal 2037.
The Company has recognised deferred tax assets of ` 5,287 and ` 5,513 in respect of carry forward losses of its
various subsidiaries as at March 31, 2018 and 2017, respectively. Management’s projections of future taxable
income and tax planning strategies support the assumption that it is probable that sufficient taxable income will
be available to utilize these deferred tax assets.
Pursuant to the changes in the Indian income tax laws in the past year, 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 ` 74 and ` 1,520 has been recognised in the statement of consolidated
balance sheet as of March 31, 2018 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 2030-31. The expiration period of tax holiday for each unit
232
Consolidated Financial Statements under Ind ASWipro Limited
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 ` 11,635
and ` 11,958 for the years ended March 31, 2018 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, 2018 and 2017 was ` 2.45 and ` 2.46, respectively.
Deferred income tax liabilities are recognised 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 ` 51,432
and ` 46,905 as of March 31, 2018 and 2017, respectively and branch profit tax @ 15% of the US branch profit
have not been recognised. Further, it is not practicable to estimate the amount of the unrecognised deferred tax
liabilities for these undistributed earnings.
28. Foreign currency translation reserve
The movement in foreign currency translation reserve attributable to equity holders of the Company is summarised
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
29. Earnings per equity share
As at
March 31, 2018 March 31, 2017
` 15,069
` (3,199)
` 276
(2,923)
` 12,146
` 12,146
3,542
` (49)
3,493
` 15,639
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.
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Basic earnings per share
Year ended
March 31, 2018 March 31, 2017
` 84,931
4,857,081,010
` 17.49
` 80,028
4,750,043,400
` 16.85
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.
233
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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
Year ended
March 31, 2018 March 31, 2017
` 84,931
4,857,081,010
14,266,128
4,871,347,138
` 17.43
` 80,028
4,750,043,400
8,318,575
4,758,361,975
` 16.82
Earnings per share and number of share outstanding for the year ended March 31, 2017, has been proportionately
adjusted for the bonus issue in the ratio of 1:1 as approved by the shareholders on June 03, 2017.
30. Employee stock option
The stock compensation expense recognised for employee services received during the year ended March 31,
2018 and 2017 were ` 1,347 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 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 23,097,216
and 13,728,607 treasury shares as of March 31, 2018 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:
Name of Plan
Number of
Options reserved
under the plan
Range of
Exercise Price
Wipro Employee Stock Option plan 2000 (2000 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
560,606,060
44,848,484
44,848,484
44,848,484
37,373,738
29,659,648
` 171 - 490
` 2
US $ 0.03
` 2
` 2
` 2
Below plans are discontinued as at March 31, 2018
Name of Plan
Wipro Employees Stock Option plan 1999 (1999 plan)
Stock Option plan (2000 ADS Plan)
Number of
Options reserved
under the plan
Range of Exercise
Price
50,000,000
15,000,000
` 171 - 490
US $ 3 - 7
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 these stock option plans is ten years.
234
Consolidated Financial Statements under Ind ASWipro Limited
The activity in these stock option plans and restricted stock unit option plan is summarised below:
Particulars
Outstanding at the beginning of the
year
Bonus on outstanding
(Refer note 33)
Granted*
Exercised
Forfeited and expired
Outstanding at the end of the year
Exercisable at the end of the year
Range of
exercise
price
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
Year ended
March 31, 2018
March 31, 2017
Number
Weighted
Average
Exercise
Price
Number
Weighted
Average
Exercise
Price
20,181
` 480.20
20,181
`
480.20
7,952,083
5,288,783
-
6,968,406
4,077,070
-
4,612,400
3,897,000
(20,181)
(5,325,217)
(2,565,976)
-
(663,675)
(497,823)
-
13,543,997
10,199,054
-
1,875,994
789,962
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
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
`
2
US $ 0.03
-
-
-
` 480.20
`
2
US $ 0.03
` 480.20
`
2
US $ 0.03
` 480.20
`
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 and restricted stock unit option plan :
Range of exercise price
Year ended March 31,
Numbers
` 480.20
` 2
US $ 0.03
-
13,543,997
10,199,054
2018
Weighted
Average
Remaining
life (months)
-
Weighted
Average
Exercise
Price
` 480.20
27 ` 2
US $ 0.03
28
Numbers
20,181
7,952,083
5,288,783
2017
Weighted
Average
Remaining
life (months)
-
19
24
Weighted
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, 2018 and 2017
was ` 337.74 and ` 569.52 for each option, respectively. The weighted average share price of options exercised
during the year ended March 31, 2018 and 2017 was ` 303.44 and ` 536.80 for each option, respectively.
* Includes 1,097,600 and 79,000 Performance based stock options (RSU) granted during the year ended March
31, 2018 and 2017, respectively. 1,113,600 and 188,000 Performance based stock options (ADS) during the year
ended March 31, 2018 and 2017, respectively. Performance based stock options(RSU) were issued under Wipro
Employee Restricted Stock Unit plan 2007 (WSRUP 2007 plan) and Performance based stock options (ADS) were
issued under Wipro granted ADS Restricted Stock Unit Plan (WARSUP 2004 plan).
235
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
31. Finance lease receivables
Finance lease receivables consist of assets that are leased to customers for a contract term ranging from 1 to 5
years, with lease payments due in monthly or quarterly installments. Details of finance lease receivables are given
below:
As at
March 31,
2018
March 31,
2017
March 31,
2018
March 31,
2017
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 receivables
Included in the consolidated balance sheet as follows:
Non-current
Current
32. Assets taken on lease
Minimum lease
payments
Present value of
minimum lease payment
` 2,414 ` 2,060 ` 2,271 ` 1,854
2,616
-
58
4,528
-
` 5,010 ` 4,528 ` 5,010 ` 4,528
2725
-
62
4,847
(319)
2,739
-
-
5,010
-
2,890
-
-
5,304
(294)
2,739
2,271
2,674
1,854
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, 2022. The interest rate for these obligations ranges from 1.43% to 10.61%.
Finance lease payables consist of liabilities that are taken on lease for a contract term ranging from 1 to 5 years.
Details of finance lease payable is as follows:
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 payment payables
Liabilities directly associated with assets held for sale
Obligation under finance lease
Included in the consolidated balance sheet as follows:
Non-current
Current
As at
March 31,
2018
March 31,
2017
Minimum lease
payments
March 31,
2018
March 31,
2017
Present value of minimum
lease payment
` 3,838
1,784
-
5,622
(180)
5,442
(1,469)
` 3,973
` 3,876
4841
-
8,717
(437)
8,280
-
` 8,280
` 3,720
1,722
-
5,442
-
5,442
(1,469)
` 3,973
` 3,623
4,657
-
8,280
-
8,280
-
` 8,280
1,722
2,251
4,657
3,623
Operating leases: The Company has taken offices, vehicles and IT equipments 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 ` 6,236
and ` 5,953 during the years ended March 31, 2018 and March 31, 2017, respectively.
236
Consolidated Financial Statements under Ind ASWipro Limited
Details of contractual payments under non-cancelable leases are given below:
Not later than one year
Later than one year and not later than five years
Later than five years
Total
33. Dividends, Bonus and Buyback of equity shares
As at
March 31, 2018 March 31, 2017
` 5,040
12,976
2,760
` 20,776
` 6,186
12,470
2,354
` 21,010
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 ` 1, and ` 3, during the years ended March 31, 2018 and 2017,
respectively, including an interim dividend of ` 1 and ` 2 for the year ended March 31, 2018 and 2017, respectively.
The bonus issue in the proportion of 1:1 i.e. 1 (One) bonus equity share of ` 2 each for every 1 (one) fully paid-up
equity share held (including ADS holders) had been approved by the shareholders of the Company on June 03, 2017
through Postal Ballot /e-voting. For this purpose, June 14, 2017, was fixed as the record date. Consequently, on
June 15, 2017, the Company allotted 2,433,074,327 shares and ` 4,866 (representing par value of ` 2 per share)
has been transferred from retained earnings to share capital.
During the year ended March 31, 2018, the Company has concluded the buyback of 343,750,000 equity shares
as approved by the Board of Directors on July 20, 2017. This has resulted in a total cash outflow of ` 110,000. In
line with the requirement of the Companies Act 2013, an amount of ` 1,656 and ` 108,344 has been utilised from
the share premium account and retained earnings respectively. Further, capital redemption reserves (included
in other reserves) of ` 687 (representing the nominal value of the shares bought back) has been created as an
apportionment from retained earnings. Consequent to such buyback, share capital has reduced by ` 687.
34. 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/ buyback of equity shares will be balanced with efforts to continue to maintain
an adequate liquidity status.
The capital structure as of March 31, 2018 and 2017 was as follows:
Equity attributable to the equity shareholders of the Company (A)
As percentage of total capital
As at
March 31, 2018 March 31, 2017
` 516,702
78%
` 479,263
78%
% Change
(7.25)%
Current borrowings *
Non-current borrowings
Total borrowings (B)
As percentage of total capital
Total capital (A) + (B)
* Includes current obligation under borrowings classified under “Other current financial liabilities”
122,801
19,611
` 142,412
22%
` 659,114
92,991
45,268
` 138,259
22%
` 617,522
(2.92)%
(6.31)%
237
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Borrowings represents 22 % and 22 % of total capital as of March 31, 2018 and 2017, respectively. The Company
is not subjected to any externally imposed capital requirements.
35. Commitments and contingencies
Capital commitments: As at March 31, 2018 and 2017 the Company had committed to spend approximately ` 13,091
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, 2018 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 ` 21,546
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.
Significant 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 Bengaluru. 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 final assessment order in November 2017 with a proposed
demand of ` 3,286 (including interest of ` 1,166), arising primarily on account of section 10AA issues with respect
to exclusion from Export Turnover. The Company has filed an appeal before Hon’ble ITAT, Bengaluru within the
prescribed timelines.
For year ended March 31, 2014 the Company received the draft assessment order in January 2018 with a proposed
demand of ` 8,701 (including interest of ` 2,700), arising primarily on account of section 10AA issues with respect
to exclusion from Export Turnover. The Company has filed the appeal before DRP.
Income tax claims against the Company (excluding interest) amounting to ` 64,643 and ` 55,942 have not been
acknowledged as debt as at March 31, 2018 and 2017, respectively. Interest, if these claims sustain on ultimate
resolution, amounted to ` 36,797 as at March 31, 2018. These matters are pending before various Appellate
Authorities and the management expects its position will likely be upheld on ultimate resolution and will not have
a material adverse effect on the Company’s financial position and results of operations.
The contingent liability in respect of disputed demands for excise duty, custom duty, sales tax and other matters
against the Company (excluding interest) amounting to ` 5,826 and ` 2,585 are not acknowledged as debt as at
March 31, 2018 and March 31, 2017, respectively. Interest, if these claims sustain on ultimate resolution, amounted
to ` 1,919 as at March 31, 2018. 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.
238
Consolidated Financial Statements under Ind ASWipro Limited
In December 2017, National Grid filed a legal claim against the Company in U.S. District Court of the Eastern
District of New York seeking damages amounting to $140 millions (` 9,124) plus additional costs related to an
ERP implementation project that was completed in 2014. The Company expects to defend itself against the claim
and believes that the claim will not sustain.
36. Segment information
The Company is organised by the following operating segments: IT Services and IT Products.
IT Services: The IT Services segment primarily consists of IT Service offerings to customers organised 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 & 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 “finance and 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, 2018 is as follows:
IT Services
ENU
68,427 120,272
21,742
8,060
MNT
BFSI
148,062
24,626
HLS
74,177
9,620
CBU
83,762
13,060
Revenue
Segment Result
Unallocated
Segment Result Total
Finance costs
Finance and other income
Share of profit/ (loss) of
associates
Profit before tax
Income tax expense
Profit for the year
Depreciation and
amortisation
Total
COMM
33,710 528,410
80,266
3,347
83,613
3,158
IT
Products
Reconciling
Items
Total
17,998
362
-
362
(49)
267
-
267
546,359
80,895
3,347
84,242
(5,830)
23,999
11
102,422
(22,391)
80,031
21,117
239
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Information on reportable segment for the year ended March 31, 2017 is as follows:
IT Services
ENU
MNT
68,883 119,175
-
23,453
-
14,421
COMM
Total
38,756 528,440
4,082
92,934
(951)
96,065
-
6,149
BFSI
135,967
-
24,939
HLS
82,242
-
9,479
CBU
83,417
-
14,493
Revenue
Other operating income
Segment Result
Unallocated
Segment Result Total
Finance costs
Finance and other income
Profit before tax
Income tax expense
Profit for the year
Depreciation and
amortisation
IT
Products
Reconciling
Items
Total
25,922
-
(1,680)
-
(1,680)
(153)
-
(469)
-
(469)
554,209
4,082
90,785
(951)
93,916
(5,942)
22,419
110,393
(25,214)
85,179
23,100
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 is as follows:
India
Americas*
Europe
Rest of the world
Total
* Substantially related to Operations in the United States of America
Year ended
March 31, 2018 March 31, 2017
` 46,585
290,719
133,909
82,996
` 554,209
` 43,099
283,515
138,597
81,148
` 546,359
No customer individually accounted for more than 10% of the revenues during the year ended March 31, 2018 and
2017.
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.
Notes:
a) “Reconciling items” includes elimination of inter-segment transactions and other corporate activities.
b) Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues.
c)
d)
e)
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 consolidated statement of
profit and loss).
For evaluating performance of the individual operating segments, stock compensation expense is allocated
on the basis of straight line amortisation. The differential impact of accelerated amortisation of stock
compensation expense over stock compensation expense allocated to the individual operating segments is
reported in reconciling items.
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.
Segment results for ENU and COMM industry vertical for year ended March 31, 2018 is after considering the
impact of provision by ` 3,175 and ` 1,437 for impairment of receivables and deferred contract costs (Refer
note 26).
g)
Segment results of HLS industry vertical for the year ended March 31, 2018 and 2017, is after considering the
impact of impairment charge recorded on certain intangible assets recognised on acquisition (Refer note 5).
240
Consolidated Financial Statements under Ind ASWipro Limited
h)
i)
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.
Operating income of segments is after recognition of stock compensation expense arising from the grant of
options:
IT Services
IT Products
Reconciling items
Total
Year ended
March 31, 2018 March 31, 2017
` 1,550
4
188
` 1,742
` 1,402
3
(58)
` 1,347
37. Related party relationship and transactions
List of subsidiaries and associates as of March 31, 2018 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)
Cooper Software, Inc.
Wipro Overseas IT Services
Pvt. Ltd.
Wipro Japan KK
Wipro Shanghai Limited
Wipro Trademarks Holding
Limited
Wipro Travel Services Limited
Wipro Holdings UK Limited
Wipro Information Technology
Austria GmbH
Wipro Digital Aps
Wipro Europe Limited
Wipro Cyprus Private Limited
Wipro Financial Services UK Limited
Wipro Doha LLC #
Wipro Technologies S.A DE C.V
Wipro BPO Philippines LTD.
Inc.
Wipro Technologies Austria GmbH Austria
Designit A/S (A)
Wipro UK Limited
Denmark
Denmark
U.K.
U.K.
U.K.
Cyprus
Qatar
Mexico
Philippines
241
Country of
Incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
Japan
China
India
India
U.K.
Austria
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Holdings Hungary
Korlátolt Felelősségű Társaság
Wipro Technologies SA
Wipro Information Technology
Egypt SAE
Wipro Arabia Co. Limited *
Wipro Holdings Investment
Korlátolt Felelősségű Társaság
Women’s Business Park
Technologies Limited *
Wipro Poland Sp. Z.o.o
Wipro IT Services Poland
Sp.zo.o
Wipro Technologies Australia Pty Ltd
Wipro Corporate Technologies
Ghana Limited
Wipro Technologies South Africa
(Proprietary) Limited
Wipro IT Service Ukraine LLC
Wipro Information Technology
Netherlands BV.
Wipro Technologies SRL
PT WT Indonesia
Wipro (Thailand) Co Limited
Wipro Bahrain Limited WLL
Wipro Gulf LLC
Rainbow Software LLC
Cellent GmbH
Wipro Technologies Nigeria Limited
Wipro Portugal S.A.(A)
Wipro Technologies Limited,
Russia
Wipro Technology Chile SPA
Wipro Solutions Canada Limited
Wipro Information Technology
Kazakhstan LLP
Wipro Technologies W.T. Sociedad
Anonima
W i p ro O u t s o u rc i n g S e r v i c e s
(Ireland) Limited
Wipro Technologies VZ, C.A.
Wipro Technologies Peru S.A.C
InfoSERVER S.A.
Wipro do Brasil Technologia Ltda(A)
Cellent Mittelstandsberatung
GmbH
Cellent Gmbh (A)
Country of
Incorporation
Hungary
Hungary
Argentina
Egypt
Saudi Arabia
Saudi Arabia
Poland
Poland
Australia
Ghana
South Africa
Nigeria
Ukraine
Netherlands
Portugal
Russia
Chile
Canada
Kazakhstan
Costa Rica
Ireland
Venezuela
Peru
Brazil
Brazil
Romania
Indonesia
Thailand
Bahrain
Sultanate of
Oman
Iraq
Germany
Germany
Austria
242
Consolidated Financial Statements under Ind ASWipro Limited
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Networks Pte Limited
Wipro (Dalian) Limited
Wipro Technologies SDN
BHD
Wipro Chengdu Limited
Wipro Airport IT Services
Limited *
Appirio India Cloud Solutions
Private Limited
Wipro IT Services Bangladesh
Limited
*
Country of
Incorporation
Singapore
China
Malaysia
China
India
India
Bangladesh
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 Co. Limited and 74% of the equity securities of Wipro Airport IT Services
Limited and 55% of the equity securities of Women’s Business Park Technologies Limited are held by Wipro
Arabia Co. 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’, ‘Wipro SA Broad Based Ownership
Scheme SPV (RF) (PTY) LTD incorporated in South Africa.
(A)
Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda , Desgnit A/s, Cellent GmbH,
HPH Holdings Corp. and Appirio, Inc. are as follows:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Portugal S.A.
Wipro do Brasil Technologia Ltda
Designit A/S
Wipro Technologies Gmbh
New Logic Technologies SARL
Wipro Do Brasil Sistemetas De
Informatica Ltd
Cellent GmbH
HPH Holdings Corp.
Appirio, Inc.
Designit Denmark A/S
Designit Munich GmbH
Designit Oslo A/S
Designit Sweden AB
Designit T.L.V Ltd.
Designit Tokyo Lt.d
Denextep Spain Digital, S.L
Designit Colombia S A S
Designit Peru SAC
Frontworx Informations technologie
GmbH
HealthPlan Services Insurance
Agency, Inc.
HealthPlan Services, Inc.
Appirio, K.K
Topcoder, Inc.
Appirio Ltd
Appirio Singapore Pte Ltd
Appirio GmbH
Apprio Ltd (UK)
Country of
Incorporation
Portugal
Germany
France
Brazil
Brazil
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
Colombia
Peru
Austria
Austria
USA
USA
USA
USA
Japan
USA
Ireland
Germany
U.K.
Singapore
As at March 31, 2018, the Company held 43.7% interest in Drivestream Inc and 33.3% interest in Demin Group
LLC, accounted for using the equity method.
243
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Country of incorporation
India
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
Executive Chairman and Managing Director
Executive Vice Chairman(6)
Chief Executive Officer and Executive Director(4)
Non-Executive Director
Non-Executive Director
Non-Executive Director(7)
Non-Executive Director
Non-Executive Director
Non-Executive Director(3)
Non-Executive Director
Executive Director and Chief Strategy Officer(1)
Chief Financial Officer(2)
Non-Executive Director(5)
Non-Executive Director(5)
The list of controlled Trusts are:
Name of entity
Wipro Equity Reward Trust
Wipro Inc. Benefit Trust
Wipro Foundation
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
Dr. Ashok Ganguly
Narayanan Vaghul
Dr. Jagdish N Sheth
William Arthur Owens
M.K. Sharma
Vyomesh Joshi
Ireena Vittal
Rishad Azim Premji
Jatin Pravinchandra Dalal
Dr. Patrick J. Ennis
Patrick Dupuis
(1) Effective May 1, 2015
(2) Effective April 1, 2015
(3) Up to July19, 2016.
(4) Effective February 1, 2016
(5) Effective April 1, 2016
(6) Up to January 31, 2017.
(7) Up to July 18, 2016.
Relative of key management personnel:
-
-
Yasmeen H. Premji
Tariq Azim Premji
244
Consolidated Financial Statements under Ind ASWipro Limited
The Company has the following related party transactions:
Transaction / balances
Sales of goods and services
Assets purchased
Dividend
Buyback of shares
Rental Income
Rent Paid
Others
Key management personnel *
Remuneration and short-term benefits
Other benefits
Remuneration to relative of key
management personnel
Balance as at the year end
Receivables
Payables
Key Management Personnel
Entities controlled by Directors
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
-
-
287
2
-
6
-
114
106
5,087
19,638
43
8
93
136
290
3,171
63,745
42
7
31
-
-
191
^
-
6
-
-
-
-
39
57
-
-
-
76
22
248
130
-
-
55
242
157
-
-
27
Further, investment in associates during the year ` 261 and ` Nil as at March 31, 2018 and 2017 respectively.
^ value is less than ` 1
* Post employment benefit comprising compensated absences is not disclosed as this 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. Other benefits include share based compensation ` 124 and ` 148
for the year ended March 31, 2018 and 2017, respectively.
The following are the significant related party transactions during the year ended March 31, 2018 and 2017:
Asset purchased/ capitalised
Wipro Enterprises (P) Limited
Dividend paid
Hasham Traders
Prazim Traders
Zash Traders
Azim Premji Trust
Buyback of shares
Azim Premji Trust
Rent paid
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
Jatin Pravinchandra Dalal
Year ended
March 31, 2018 March 31, 2017
290
742
891
903
618
106
1,113
1,359
1,355
1,228
57,494
19,154
6
40
9
-
182
59
47
6
38
8
97
136
17
45
* 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.
245
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
38. Corporate Social Responsibility
a. Gross amount required to be spend by the Wipro during the year ` 1,835 (March 31, 2017: ` 1,764).
b. Amount spent during the year on:
(i) Construction/ acquisition of any asset
(ii) On purpose other than above (i) above
Total amount spent during the year
(i) Construction/ acquisition of any asset
(ii) On purpose other than above (i) above
Total amount spent during the year
For the year ended March 31, 2018
Yet to be paid
In Cash
in Cash
` -
236
` 236
` -
1,632
` 1,632
` -
1,868
` 1,868
Total
In Cash
For the year ended March 31, 2017
Yet to be paid
in Cash
` -
229
` 229
` -
1,634
` 1,634
` -
1,863
` 1,863
Total
39. Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial
statements
Name of the Subsidiary
Net Asset
Share in Profit or
Loss
Share in Other
comprehensive
income
Share in total
comprehensive
income
Parent
Wipro Limited
Indian Subsidiaries
Wipro Overseas IT Services Pvt. Ltd
Wipro Trademarks Holding Limited
Wipro Travel Services Limited
Wipro Airport IT Services Limited
Appirio India Cloud Solutions Private
Limited
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.
Cooper Software, Inc
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
76.0% 422,626 100.9% 77,228 139.2% (7,300)
98.0% 69,928
-
0.0%
0.0%
0.0%
0.1%
-
42
124
203
383
-
0.0%
0.0%
0.1%
0.1%
-
2
9
86
108
-
-
-
-
-
-
-
-
-
-
-
0.0%
0.0%
0.1%
0.2%
-
2
9
86
108
0.4% 2,416
0.3% 1,679
501
0.1%
(3.9)% (2,958)
275
(271)
0.4%
(0.4)%
(37.3)% 1,958
(140)
1
2.7%
(0.0)%
(1.4)% (1,000)
135
(270)
0.2%
(0.4)%
(0.0)%
(263)
(0.1)%
(99)
0.0%
(2)
(0.1)%
(101)
0.2% 1,366
0.0%
126
2.1% 11,593
360
0.5%
0.0%
21
1.9% 1,474
(3.0)% (16,899)
1.8% 10,046
803
0.1%
(5)
(0.0)%
(5.5)% (4,249)
1.8% 1,398
(359)
(50)
(0.5)%
(0.1)%
(4.3)%
(0.0)%
(7.0)%
9.8%
(0.6)%
(0.0)%
-
223
1
369
(516)
32
2
-
583
0.8%
0.0%
22
2.6% 1,843
(6.7)% (4,765)
2.0% 1,430
(357)
(50)
(0.5)%
(0.1)%
246
Consolidated Financial Statements under Ind ASWipro Limited
Name of the Subsidiary
Net Asset
Share in Profit or
Loss
Share in Other
comprehensive
income
Share in total
comprehensive
income
Wipro Japan KK
Wipro Shanghai Limited
Wipro Holdings (Mauritius) Limited
Wipro Holdings UK Limited
Wipro Information Technology
Austria GmbH
Wipro Technologies Austria GmbH
Wipro Digital Aps
Designit A/S
Wipro Europe Limited
Wipro UK 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 Korlátolt
Felelősségű Társaság
Wipro Holdings Investment Korlátolt
Felelősségű Társaság
Wipro Technologies SA
Wipro Information Technology Egypt
SAE
Wipro Arabia Co. Limited
Women’s Business Park
Technologies 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 Portugal S.A.
Wipro Technologies Limited, Russia
Wipro Technology Chile SPA
Wipro Solutions Canada Limited
Wipro Information Technology
Kazakhstan LLP
As % of
total
Amount
in `
As % of
total
Amount
in `
0.1%
0.1%
-
580
332
-
0.4% 2,347
43
0.0%
0.2%
(0.0)%
0.5%
123
(18)
353
(1.4)% (1,096)
(6)
(0.0)%
(0.0)%
(101)
0.7% 3,867
958
0.2%
57
0.0%
104
0.0%
(38)
(0.0)%
5.1% 28,594
110
0.0%
(732)
(0.1)%
0.8% 4,655
6.5% 35,885
0.1%
0.0%
(0.2)%
(0.7)%
0.2%
0.0%
(0.3)%
0.1%
(0.4)%
48
34
(121)
(535)
165
3
(255)
42
(292)
2.3% 1,764
1.6% 1,225
As % of
total
(1.0)%
(0.6)%
14.9%
(6.2)%
0.1%
0.4%
(1.7)%
(0.6)%
-
(0.0)%
0.1%
-
(0.0)%
0.3%
2.7%
-
Amount
in `
As % of
total
Amount
in `
50
31
(780)
323
(5)
(21)
90
32
-
2
(5)
-
2
(17)
(142)
-
0.2%
0.0%
(0.6)%
(1.1)%
(0.0)%
173
13
(427)
(773)
(11)
0.0%
0.2%
(0.1)%
(0.8)%
0.2%
(0.0)%
(0.4)%
0.1%
(0.4)%
27
124
(89)
(535)
167
(2)
(255)
44
(309)
2.3% 1,622
1.7% 1,225
4.0% 22,339
0.6%
470
-
-
0.7%
470
0.0%
(0.0)%
138
(112)
0.1%
-
1.3% 7,480
-
-
(0.1)%
-
0.1%
0.1%
(0.1)%
379
393
(496)
0.1%
(0.1)%
0.0%
74
-
(60)
-
63
(39)
36
0.6%
0.1%
(32)
(4)
0.1%
(0.0)%
(0.7)%
-
(1.0)%
(1.2)%
0.6%
37
-
(0.0)%
-
52
61
(29)
0.2%
0.0%
0.0%
42
(4)
(23)
-
115
22
7
0.0%
30
-
-
-
-
-
-
0.1%
634
0.3%
231
(1.4)%
76
0.4%
307
0.0%
(0.0)%
38
(2)
0.6% 3,553
0.8% 4,227
154
0.0%
(0.0)%
(14)
(0.9)% (4,997)
(41)
(0.0)%
(0.0)%
(0.0)%
0.8%
0.4%
(0.0)%
(0.0)%
(0.0)%
0.0%
(10)
(1)
622
0.1%
-
2.2%
334 (10.6)%
(0.2)%
(20)
(26)
-
3.6%
(3)
(0.0)%
1
(7)
-
(115)
558
9
-
(187)
1
(0.0)%
(0.0)%
0.7%
1.3%
(0.0)%
(0.0)%
(0.3)%
0.0%
(17)
(1)
507
892
(11)
(26)
(190)
2
247
Consolidated Financial Statements under Ind ASAnnual Report 2017-18 Name of the Subsidiary
Net Asset
Share in Profit or
Loss
Share in Other
comprehensive
income
Share in total
comprehensive
income
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
InfoSERVER S.A.
Wipro do Brasil Technologia Ltda
Wipro Technologies SRL
PT WT Indonesia
Wipro (Thailand) Co Limited
Wipro Bahrain Limited WLL
Wipro Gulf LLC
Rainbow Software LLC
Cellent Gmbh, Germany
Cellent Mittelstandsberatung GmbH
Cellent Gmbh, Austria
Wipro Networks Pte Limited
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Wipro Chengdu Limited
Wipro IT Services Bangladesh
Limited
Wipro Technologies Gmbh
New Logic Technologies SARL
Wipro Do Brasil Sistemetas De
Informatica Ltd
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
Designit Colobia S A S
Designit Peru S.A.C
Frontworx Informations
technologie Gmbh
Healthplan Services Insurance
Agency, Inc.
Healthplan Services, Inc.
Appirio K.K.
Topcoder, Inc.
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
As % of
total
Amount
in `
0.0%
3
0.0%
3
-
-
0.0%
3
0.0%
269
(0.1)%
(77)
(0.8)%
44
(0.0)%
(33)
-
-
-
-
47
0.0%
0.0%
82
0.3% 1,643
782
0.1%
504
0.1%
406
0.1%
561
0.1%
913
0.2%
(2)
(0.0)%
0.3% 1,676
257
0.0%
0.1%
448
0.3% 1,850
452
0.1%
6
0.0%
385
0.1%
90
0.0%
(0.1)%
0.0%
0.0%
0.1%
(0.0)%
0.0%
(0.0)%
0.0%
(0.0)%
0.0%
0.0%
(0.0)%
0.0%
(777)
68
25
283
(128)
73
(50)
116
(90)
50
1
(34)
113
(0.0)%
-
(0.0)%
0.0%
0.9%
0.5%
0.2%
0.0%
0.2%
0.6%
(0.0)%
(0.0)%
0.0%
0.0%
(0.0)%
0.0%
0.0%
0.4%
0.0%
(0.1)%
0.0%
(0.0)%
(0.5)%
(0.0)%
0.0%
(0.0)%
0.0%
(0.0)%
(0.1)%
(0.0)%
(0.0)%
0.0%
(1)
-
(20)
8
659
370
120
35
153
494
(1)
(20)
7
20
(28)
7
4
296
12
(86)
4
(6)
(393)
(24)
2
(24)
25
(25)
(56)
(14)
(23)
12
(0.2)%
-
-
0.1%
1.2%
(1.8)%
0.4%
(0.7)%
(0.1)%
(0.2)%
-
(1.4)%
(0.7)%
(0.8)%
(0.1)%
(0.6)%
(0.0)%
(0.4)%
0.0%
1.0%
(0.2)%
0.0%
(1.8)%
0.3%
(0.1)%
0.0%
(0.1)%
0.1%
(0.2)%
-
0.0%
(0.3)%
9
-
-
(4)
(64)
93
(19)
38
4
9
-
76
36
41
4
32
1
20
(1)
(53)
9
(1)
92
(16)
7
(2)
3
(5)
11
-
(1)
15
0.0%
-
(0.0)%
0.0%
0.8%
0.6%
0.1%
0.1%
0.2%
0.7%
(0.0)%
0.1%
0.1%
0.1%
(0.0)%
0.1%
0.0%
0.4%
0.0%
(0.2)%
0.0%
(0.0)%
(0.4)%
(0.1)%
0.0%
(0.0)%
0.0%
(0.0)%
(0.1)%
(0.0)%
(0.0)%
0.0%
8
-
(20)
4
595
463
101
73
157
503
(1)
56
43
61
(24)
39
5
316
11
(139)
13
(7)
(301)
(40)
9
(26)
28
(30)
(45)
(14)
(24)
27
(0.0)%
(20)
0.0%
15
0.2%
(8)
0.0%
7
(0.1)%
(0.0)%
(0.0)%
(344)
(254)
(35)
(1.4)% (1,050)
21
-
0.0%
-
0.6%
0.3%
-
(32)
(14)
-
(1.5)% (1,082)
7
-
0.0%
-
248
Consolidated Financial Statements under Ind ASWipro Limited Name of the Subsidiary
Net Asset
Share in Profit or
Loss
Share in Other
comprehensive
income
Share in total
comprehensive
income
Appirio Ltd
Appirio GmbH
Appirio Ltd (UK)
Appirio Singapore Pte Ltd
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
Wipro Foundation
Total
Non-controlling interest
Adjustment arising out of
consolidation
Grand Total
As % of
total
(0.0)%
-
1.5%
0.0%
-
As % of
total
Amount
in `
As % of
total
Amount
in `
0.0%
0.0%
(0.1)%
(0.0)%
0.1%
15
2
(639)
(28)
776
0.0%
-
(0.0)%
0.0%
(0.0)%
0.2% 1,152
(1)
29
(0.0)%
0.0%
0.1%
-
-
6
-
(8)
1
(1)
79
-
-
Amount
in `
As % of
total
Amount
in `
1
-
(78)
(2)
-
0.0%
-
(0.1)%
(0.0)%
(0.0)%
7
-
(86)
(1)
(1)
79
-
(96)
-
-
1.8%
-
-
(96)
0.1%
-
(0.1)%
-
-
-
-
100.0% 555,780 100.0% 76,576 100.0% (5,243) 100.0% 71,333
(19)
5,571
(2,408)
(74,109)
(3)
3,455
(16)
2,116
-
-
-
-
479,263
80,028
(3,143)
76,885
40. Assets held for sale
During the year ended March 31, 2018, the Company has signed a definitive agreement to divest its hosted data
center services business to Ensono Holdings, LLC and its affiliates (Ensono Group). The sale is expected to conclude
during the quarter ending June 30, 2018.
Further on April 5, 2018, the Company has reduced its equity holding from 74% to 11% in Wipro Airport IT Services
Limited.
These disposal groups do not constitute a major component of the Company and hence are not classified as
discontinued operations.
The assets and liabilities associated with these transactions are classified as assets held for sale and liabilities
directly associated with assets held for sale amounting to ` 27,201 and ` 6,212 respectively. Foreign currency
translation reserve includes ` 2,907 directly associated with assets held for sale.
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 Deloitte Haskins & Sells LLP
Chartered Accountants
Firm’s Registration No: 117366W/W-100018
Azim H Premji
Executive Chairman
& Managing Director
N Vaghul
Director
Abidali Neemuchwala
Chief Executive Officer
& Executive Director
N. Venkatram
Partner
Membership No. 71387
Mumbai
June 08, 2018
Jatin Pravinchandra Dalal
Chief Financial Officer
M Sanaulla Khan
Company Secretary
Bengaluru
June 08, 2018
249
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
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253
Consolidated Financial Statements under Ind ASAnnual Report 2017-18
Independent Auditor’s Report
To the Board of Directors of Wipro Limited
financial statements are free from material misstatement.
Report on the Consolidated Financial Statements
We have audited the accompanying Consolidated
Financial Statements of WIPRO LIMITED (hereinafter
referred to as “the Company”) and its subsidiaries (the
Company and its subsidiaries together referred to as
“the Group”), comprising the Consolidated Statement of
Financial Position as at March 31, 2018, the Consolidated
Statement of Income, and the Consolidated Statement of
Comprehensive Income for the year ended on that date,
the Consolidated Statement of Changes in Equity, and the
Consolidated Statement of Cash Flows for the year ended
on that date, and a summary of the significant accounting
policies and other explanatory information (hereinafter
referred to as “the consolidated financial statements”).
Management’s Responsibility for the Consolidated
Financial Statements
The Company’s Board of Directors is responsible for the
preparation of these consolidated financial statements
that give a true and fair view of the consolidated
financial position, consolidated financial performance,
consolidated total comprehensive income, consolidated
changes in equity, and consolidated cash flows of the
Group in accordance with the International Financial
Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”).
This responsibility also includes maintenance of adequate
accounting records for safeguarding the assets of the
Group and for preventing and detecting frauds and other
irregularities; the selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant
to the preparation and presentation of the consolidated
financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud
or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit of the consolidated financial
statements in accordance with the Standards on Auditing
issued by the Institute of Chartered Accountants of India.
Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated
254
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in
the consolidated financial statements. The procedures
selected depend on the auditor’s judgment, including
the assessment of the risks of material misstatement
of the consolidated financial statements, whether due
to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant
to the Company’s preparation and presentation of the
consolidated financial statements that give a true and
fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on whether the Company has
in place an adequate internal financial controls system
over financial reporting and the operating effectiveness
of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by
the Company’s Board of Directors, as well as evaluating
the overall presentation of the consolidated financial
statements.
We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
consolidated financial statements give a true and fair
view in conformity with IFRS, of the consolidated state of
affairs of the Group as at March 31, 2018, the consolidated
profit and the consolidated total comprehensive income
for the year ended on that date, consolidated changes in
equity and the consolidated cash flows for the year ended
on that date.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
Firm’s Registration No. 117366W/W-100018
Vikas Bagaria
Partner
Membership No. 60408
Bengaluru
June 08, 2018
Consolidated Financial Statements Under IFRSWipro Limited WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(` in millions, except share and per share data, unless otherwise stated)
Notes
As at March 31,
2018
2017
2018
Convenience
translation
into US dollar
in millions
(unaudited)
Refer Note 2(iii)
ASSETS
Goodwill..................................................................
Intangible assets ....................................................
Property, plant and equipment ................................
Derivative assets ....................................................
Investments ............................................................
Investment in equity accounted investee ................
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 .....................................
Assets held for sale ................................................
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 ...............................................................
Liabilities directly associated with assets held for sale ...
Total current liabilities .................................................
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
5
5
4
15
7
7
8
17
11
9
8
11
7
15
10
32
12
15
17
14
14
12
13
15
14
14
32
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
-
538,898
793,516
4,861
469
490,930
3,555
20,489
520,304
2,391
522,695
19,611
2
6,614
9,547
5,500
4
41,278
122,801
65,486
16,150
8,101
2,708
13,027
1,270
229,543
-
229,543
270,821
793,516
117,584
18,113
64,443
41
7,668
1,206
4,446
6,908
18,349
15,726
254,484
3,370
100,990
30,596
42,486
249,094
6,262
1,232
44,925
478,955
27,201
506,156
760,640
9,048
800
453,265
1,772
18,051
482,936
2,410
485,346
45,268
7
3,059
9,220
4,230
3
61,787
92,991
68,129
17,139
9,417
2,210
16,613
796
207,295
6,212
213,507
275,294
760,640
The accompanying notes form an integral part of these consolidated financial statements.
1,806
278
990
1
118
19
68
106
282
242
3,910
52
1,551
469
653
3,826
96
19
690
7,356
418
7,774
11,684
139
12
6,962
27
277
7,417
37
7,454
695
-
47
142
65
-
949
1,428
1,047
264
145
34
256
12
3,186
95
3,281
4,230
11,684
255
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(` in millions, except share and per share data, unless otherwise stated)
Notes
2016
2017
2018
Year ended March 31,
2018
Convenience
translation
into US dollar
in millions
(unaudited)
Refer Note
2(iii)
8,368
(5,922)
2,446
(650)
(524)
23
-
1,295
(90)
369
-
1,574
(344)
1,230
1,230
-
1,230
512,440
(356,724)
155,716
(34,097)
(28,626)
3,867
-
96,860
(5,378)
23,451
-
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
(5,942)
22,419
-
110,356
(25,213)
85,143
84,895
248
85,143
544,871
(385,575)
159,296
(42,349)
(34,141)
1,488
-
84,294
(5,830)
23,999
11
102,474
(22,390)
80,084
80,081
3
80,084
18.13
18.09
17.48
17.43
16.86
16.83
0.26
0.26
4,913,118,800 4,857,081,010 4,750,043,400 4,750,043,400
4,923,379,816 4,871,347,138 4,758,361,975 4,758,361,975
Revenues ................................................
Cost of revenues .....................................
Gross profit
Selling and marketing expenses .............
General and administrative expenses .....
Foreign exchange gains/(losses), net ......
Other operating income ..........................
Results from operating activities
Finance expenses ...................................
Finance and other income .......................
Share of profit /(loss) of equity accounted
investee ..................................................
Profit before tax
20
21
21
21
24
22
23
24
7
Income tax expense ................................
17
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 shareholders of the
Company
Basic ......................................................
Diluted ....................................................
Weighted average number of equity shares
used in computing earnings per equity share
Basic ......................................................
Diluted ....................................................
25
The accompanying notes form an integral part of these consolidated financial statements.
256
Consolidated Financial Statements Under IFRSWipro Limited
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(` in millions, except share and per share data, unless otherwise stated)
Notes
2016
2017
2018
Year ended March 31,
Profit for the year ......................................................
Other comprehensive income
Items that will not be reclassified to profit or loss in
subsequent periods
Defined benefit plan actuarial gains/(losses) ............
Net change in fair value of financial instruments
through OCI ...............................................................
Items that may be reclassified to profit or loss in
subsequent periods
Foreign currency translation differences
Translation difference relating to foreign
operations ............................................................
Net change in fair value of hedges of net investment
in foreign operations ............................................
Net change in 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 .................
Profit attributable to:
Equity holders of the Company ............................
Non-controlling interest ......................................
89,567
85,143
80,084
(788)
17
(771)
169
567
(168)
1
(750)
(183)
16
16
13,16
13,16
5,766
(3,354)
3,576
(813)
276
(49)
-
-
9
77
1
(76)
13,16
(1,640)
3,910
(5,945)
7,16
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
(433)
(2,926)
(3,109)
76,975
76,956
19
76,975
The accompanying notes form an integral part of these consolidated financial statements.
2018
Convenience
translation
into US dollar
in millions
(unaudited)
Refer Note
2(iii)
1,230
9
(12)
(3)
55
(1)
-
(1)
(91)
(7)
(45)
(48)
1,182
1,182
-
1,182
257
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
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T
Consolidated Financial Statements Under IFRSWipro Limited
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(` in millions, except share and per share data, unless otherwise stated)
Year ended March 31,
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 ..............................................
Share of profits/(loss) of equity accounted investee .......................
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 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 deposits and escrow,
net of cash acquired ......................................................................
Interest received ............................................................................
Dividend received ...........................................................................
Income taxes paid on sale of EcoEnergy division ............................
Net cash (used)/ generated in investing activities
Cash flows from financing activities:
Proceeds from issuance of equity shares/shares pending allotment
Repayment of loans and borrowings ...............................................
Proceeds from loans and borrowings ..............................................
Payment for deferred contingent consideration in respect of business
combination ...................................................................................
Payment for buyback of shares including transaction cost .............
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 .................
2016
2017
2018
2018
Convenience
translation
into US dollar
in millions
(Unaudited)
Refer note 2(iii)
89,567
85,143
80,084
1,230
(55)
14,965
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
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
(334)
21,124
4,794
(5,978)
1,347
11
22,390
(14,569)
-
4,405
(9,735)
2,192
545
(170)
4,499
1,733
112,338
(28,105)
84,233
(13,951)
779
-
(934,958)
830,647
266
(39,373)
18,368
66
-
(138,156)
(20,853)
1,207
4,372
(813,439)
729,755
(226)
(33,608)
17,069
311
(871)
(116,283)
(21,870)
1,171
-
(782,475)
830,448
-
(6,652)
14,347
609
-
35,578
4
(137,298)
172,549
^
(112,803)
125,922
24
(155,254)
144,271
(5)
324
74
(92)
21
^
344
(224)
-
68
(150)
34
8
(3)
69
27
1,725
(432)
1,293
(336)
18
-
(12,018)
12,755
-
(102)
220
9
-
546
^
(2,384)
2,216
-
-
(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
(164)
(110,312)
(3,123)
(5,420)
(129,978)
(10,167)
375
50,718
40,926
(3)
(1,694)
(48)
(83)
(1,996)
(156)
6
779
629
Cash and cash equivalents at the end of the year (Note 10)
Total taxes paid amounted to ` 26,935, ` 26,347 and ` 28,105 for the years ended March 31, 2016, 2017 and 2018, respectively.
Refer Note 12 for supplementary information on cash flow statement.
^ Value is less than ` 1
The accompanying notes form an integral part of these consolidated financial statements
261
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
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 and controlled trusts (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, Bengaluru
– 560 035, Karnataka, India. Wipro has its primary listing
with BSE Ltd. (Bombay Stock Exchange) and National
Stock Exchange of India Ltd. 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 8, 2018.
Amounts as at March 31, 2017 and for the year ended
March 31, 2017 and 2016 were audited by KPMG.
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”).
All 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 statement of income
and statement 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;
262
c.
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) Convenience translation (unaudited)
The accompanying consolidated financial statements
have been prepared and reported in Indian rupees, the
functional currency of the Parent Company. Solely for the
convenience of the readers, the consolidated financial
statements as of and for the year ended March 31, 2018,
have been translated into United States dollars at the
certified foreign exchange rate of US$1 = ` 65.11 as
published by Federal Reserve Board of Governors on March
31, 2018. 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
Consolidated Financial Statements Under IFRSWipro Limited of revenue. When the amount of discount varies with the
levels of revenue, volume discount is recorded based on
estimate of future revenue from the customer.
b)
Impairment testing: Goodwill and intangible
assets with infinite useful life 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,
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 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
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: 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)
Useful lives of property, plant and equipment: The
Company depreciates property, plant and equipment on
a straight-line basis over estimated useful lives of the
assets. The charge in respect of periodic depreciation is
derived based on an estimate of an asset’s expected useful
life and the expected residual value at the end of its life.
The lives are based on historical experience with similar
assets as well as anticipation of future events, which
may impact their life, such as changes in technology. The
estimated useful life is reviewed at least annually.
j)
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 and controlled trusts
The Company determines the basis of control in line with
the requirements of IFRS 10, Consolidated Financial
Statements. Subsidiaries and controlled trusts are entities
controlled by the Group. The Group controls an entity
when the parent has power over the entity, it is exposed
263
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 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 and controlled trusts 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.
Equity accounted investees
Equity accounted investees are entities in respect
of which, the Company has significant influence, but
not control, over the financial and operating policies.
Generally, a Company has a significant influence if it
holds between 20 and 50 percent of the voting power of
another entity. Investments in such entities are accounted
for using the equity method (equity accounted investees)
and are initially recognized at cost. The carrying amount
of investment is increased/ decreased to recognized
investors share of profit or loss of the investee after the
acquisition date.
Non current assets and disposal groups held for sale
Assets of disposal groups that is available for immediate
sale and where the sale is highly probable of being
completed within one year from the date of classification
are considered and classified as assets held for sale.
Non current assets and disposal groups held for sale are
measured at the lower of carrying amount and fair value
less costs to sell.
(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, which is the functional currency of the Parent
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
264
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 consolidated 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), net, 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 of, the relevant amount recognized
in FCTR is transferred to the consolidated 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 consolidated statement of income.
When the hedged part of a net investment is disposed of,
the relevant amount recognized in FCTR is transferred
to the consolidated 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.
Consolidated Financial Statements Under IFRSWipro Limited (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
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.
•
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. 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 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 (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 consolidated
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 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 consolidated 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 consolidated 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
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Consolidated Financial Statements Under IFRSAnnual Report 2017-18 using the effective interest method. For these financial
instruments, the carrying amounts approximate fair value
due to the short term maturity of these instruments.
Contingent consideration recognized in the business
combination is subsequently measured at fair value
through profit or loss.
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
consolidated 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 consolidated 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
consolidated statement of income (gross revenues) 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
consolidated 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
266
hedge is ineffective, changes in fair value are recognized
in the consolidated 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 consolidated statement of income
and reported within foreign exchange gains/(losses), net
within results from operating activities. Changes in fair
value and gains/(losses), net 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 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 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 at March
31, 2018 is ` 11,265 divided into 5,500,000,000 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.
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,
13,728,607 and 23,097,216 treasury shares as at March
31, 2016, 2017 and 2018, 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 as at March 31, 2016, 2017 and 2018
to `1,139, ` 1,139 and ` 1,139 respectively, represents
capital reserve which is not freely available for distribution.
Consolidated Financial Statements Under IFRSWipro Limited d) Share based payment reserve
b) Depreciation
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.
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
as at March 31, 2016, 2017 and 2018 amounting to ` Nil,
` 80 and ` 767, respectively, 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.
i)
Buyback of equity shares
The buyback of equity shares and related transaction
costs are recorded as a reduction of free reserves.
Further, capital redemption reserves is created as an
apportionment from retained earnings.
(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.
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 consolidated statement
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Consolidated Financial Statements Under IFRSAnnual Report 2017-18 of income. Goodwill is measured at cost less accumulated
impairment (if any).
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 15 years
3 to 10 years
The determination of whether an arrangement is, or
contains, a lease is based on the substance of the
arrangement at the inception date. The arrangement
is, or contains a lease if, fulfillment of the arrangement
is dependent on the use of a specific asset or assets
or the arrangement conveys a right to use the asset or
assets, even if that right is not explicitly specified in an
arrangement.
a) Arrangements where the Company is the lessee
Leases of property, plant and equipment, where the
Company assumes substantially all the risks and rewards
of ownership are classified as finance leases. Finance
leases are capitalized at lower of the fair value of the
leased property and the present value of the minimum
lease payments. Lease payments are apportioned
between the finance charge and the outstanding liability.
The finance charge is allocated to periods during the
lease term at a constant periodic rate of interest on the
remaining balance of the liability.
Leases where the lessor retains substantially all the risks
and rewards of ownership are classified as operating
leases. Payments made under operating leases are
recognized in the consolidated 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 lease 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
268
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 classified as 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.
B) Non-financial assets
The Company assesses long-lived assets such as property,
plant and 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 consolidated
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.
Consolidated Financial Statements Under IFRSWipro Limited 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
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.
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 consolidated
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
269
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 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
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
270
total cost estimates exceed revenues in an arrangement,
the estimated losses are recognized in the consolidated
statement of income in the period in which such losses
become probable based on the current contract estimates.
‘Unbilled revenues’ represent cost and earnings in
excess of billings as at the end of the reporting period.
‘Unearned revenues’ represent billing in excess of revenue
recognized. Advance payments received from customers
for which no services have been rendered are presented
as ‘Advance from customers’.
C. Maintenance contracts
Revenue from maintenance contracts is recognized ratably
over the period of the contract using the percentage of
completion method. When services are performed through
an indefinite number of repetitive acts over a specified
period of time, revenue is recognized on a straight-line
basis over the specified period unless some other method
better represents the stage of completion.
In certain projects, a fixed quantum of service or output
units is agreed at a fixed price for a fixed term. In such
contracts, revenue is recognized with respect to the
actual output achieved till date as a percentage of total
contractual output. Any residual service unutilized by
the customer is recognized as revenue on completion of
the term.
b) Products
Revenue from products are recognized when the significant
risks and rewards of ownership have been transferred to
the buyer, continuing managerial involvement usually
associated with ownership and effective control have
ceased, the amount of revenue can be measured reliably,
it is probable that economic benefits associated with
the transaction will flow to the Company and the costs
incurred or to be incurred in respect of the transaction
can be measured reliably.
c) Multiple element arrangements
Revenue from contracts with multiple-element
arrangements are recognized using the guidance in IAS
18, Revenue. The Company allocates the arrangement
consideration to separately identifiable components
based on their relative fair values or on the residual
method. Fair values are determined based on sale prices
for the components when it is regularly sold separately,
third-party prices for similar components or cost plus an
appropriate business-specific profit margin related to the
relevant component.
d) Others
•
The Company accounts for volume discounts and
pricing incentives to customers by reducing the
amount of revenue recognized at the time of sale.
Revenues are shown net of sales tax, value added
tax, service tax, goods and sales 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.
•
•
Consolidated Financial Statements Under IFRSWipro Limited 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 recognized as expenses by
reference to the stage of completion of contract
activity at the end of the reporting period.
•
•
(xv) Finance expenses
Finance expenses comprises 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 consolidated 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), net 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.
(xvii) Income tax
Income tax comprises current and deferred tax. Income
tax expense is recognized in the consolidated statement
of income except to the extent it relates to a business
combination, or items directly recognized in equity or in
other comprehensive income.
a) Current income tax
Current income tax for the current and prior periods are
measured at the amount expected to be recovered from
or paid to the taxation authorities based on the taxable
income for the period. The tax rates and tax laws used
to compute the current tax 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 that is expected to reverse within
the tax holiday period, 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.
The number of equity shares and potentially dilutive
equity shares are adjusted retrospectively for all periods
presented for any splits and bonus shares issues
including for change effected prior to the approval of
the consolidated financial statements by the Board of
Directors.
(xix) Cash flow statement
Cash flow are reported using the indirect method,
whereby profit for the period is adjusted for the effects
of transactions of a non-cash nature, any deferrals or
accruals of past operating cash receipts or payments and
item of income or expenses associated with investing or
financing cash flows. The cash from operating, investing
and financing activities of the Company are segregated.
271
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 (xx) Discontinued operations
A discontinued operation is a component of the Company’s
business that represents a separate line of business that
has been disposed of or is held for sale, or is a subsidiary
acquired exclusively with a view to resale. Classification
as a discontinued operation occurs upon the earlier of
disposal or when the operation meets the criteria to be
classified as held for sale.
New Accounting standards adopted by the Company:
The accounting policies adopted in the preparation of
the consolidated financial statements are consistent
with those followed in the preparation of the Company’s
annual consolidated financial statements for the year
ended March 31, 2017.
IAS 7- Statement of Cash flows
The amendments require entities to provide disclosures
about changes in their liabilities arising from financing
activities, including both changes arising from cash flows
and non-cash changes (such as foreign exchange gains or
losses). On initial application of the amendment, entities
are not required to provide comparative information for
preceding periods. The effect on adoption of IAS 7 on the
consolidated financial statements is insignificant.
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 2017, 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.
The standard allows for two methods of transition: the
full retrospective approach, under which the standard
will be applied retrospectively to each reported period
presented, or the cumulative catch up approach, where the
cumulative effect of applying the standard retrospectively
is recognized at the date of initial application. The
standard is effective for annual periods beginning on or
after January 1, 2018. Early adoption is permitted. The
Company will adopt this standard using the cumulative
catch up transition method effective April 1, 2018 and
accordingly, the comparative for year ended March 31,
2017 and 2018, will not be retrospectively adjusted. The
adoption of the new standard is expected to result in a
reduction of approximately ` 2,239 in opening retained
earnings, primarily relating to certain contract costs
because these will not meet the criteria for recognition
as contract fulfillment asset.
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 will apply the interpretation
prospectively from the effective date and the effect
on adoption of IFRIC 22 on the consolidated financial
statements is insignificant.
IFRS 16 – Leases
On January 13, 2016, the International Accounting
Standards Board issued 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
recognize 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 does not plan to early
adopt IFRS 16 and is currently assessing the impact of
adopting IFRS 16 on the Company’s consolidated financial
statements.
IFRIC 23 – Uncertainty over Income Tax treatments
On June 7, 2017, the International Accounting Standards
Board issued IFRIC 23 which clarifies the accounting for
uncertainties in income taxes. The interpretation is to be
applied to the determination of taxable profit (tax loss), tax
bases, unused tax losses, unused tax credits and tax rates,
when there is uncertainty over income tax treatments
under IAS 12. It outlines the following: (1) the entity has to
use judgement, to determine whether each tax treatment
should be considered separately or whether some can
be considered together. The decision should be based
on the approach which provides better predictions of the
resolution of the uncertainty (2) entity has to consider the
272
Consolidated Financial Statements Under IFRSWipro Limited probability of the relevant taxation authority accepting the
tax treatment and the determination of taxable profit (tax
loss), tax bases, unused tax losses, unused tax credits and
tax rates would depend upon the probability. The effective
date for adoption of IFRIC 23 for annual periods beginning
on or after January 1, 2019, though early adoption is
permitted. The Company does not plan to early adopt IFRIC
23 and is currently assessing the impact of adopting IFRIC
23 on the Company’s consolidated financial statements.
Amendment to IAS 19 - Plan Amendment, Curtailment or
Settlement
On 7 February 2018, the International Accounting
Standard Board has issued amendments to IAS 19,
‘Employee Benefits’, in connection with accounting for
plan amendments, curtailments and settlements requiring
an entity to determine the current service costs and
the net interest for the period after the remeasurement
using the assumptions used for the remeasurement; and
determine the net interest for the remaining period based
on the remeasured net defined benefit liability or asset.
These amendments are effective for annual reporting
periods beginning on or after 1 January 2019, with early
application permitted. The Company does not plan to early
adopt and is currently assessing the impact of adopting
amendment to IAS 19 on the Company’s consolidated
financial statements.
Amendment to IAS 12 – Income Taxes
In December 2017, the International Accounting Standard
Board had issued amendments to IAS 12 – Income Taxes.
The amendments clarify that an entity shall recognize
the income tax consequences of dividends on financial
instruments classified as equity should be recognized
according to where the entity originally recognized those
past transactions or events that generated distributable
profits were recognized. The effective date of these
amendments is annual periods beginning on or after
January 1, 2019, though earlier adoption is permitted. The
Company does not plan to early adopt this amendment and
is currently assessing the impact of these amendment on
the consolidated financial statements.
273
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 4. Property, plant and equipment
Gross carrying value:
As at April 1, 2016
Translation adjustment
Additions/adjustments
Acquisition 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
Gross carrying value:
As at April 1, 2017
Translation adjustment
Additions/adjustments
Acquisition through business combinations
Disposals/adjustments
Assets reclassified as held for sale
As at March 31, 2018
Accumulated depreciation/ impairment:
As at April 1, 2017
Translation adjustment
Depreciation
Disposals/adjustments
Assets reclassified as held for sale
As at March 31, 2018
Capital work-in-progress
Assets reclassified as held for sale
Net carrying value including Capital work-
in-progress as at March 31, 2018
Land Buildings
Plant and
machinery*
` 3,695
(15)
-
134
-
3,814
-
-
-
-
-
` 26,089
(69)
1,133
446
(18)
27,581
` 5,344
(39)
1,059
(3)
6,361
` 99,580
(1,377)
16,572
835
(6,643)
108,967
` 68,161
(816)
14,910
(5,250)
77,005
Furniture
fixtures
and
equipment
` 14,115
(133)
2,242
77
(553)
15,748
` 11,318
(75)
1,117
(392)
11,968
Vehicles
Total
` 589 ` 144,068
(1,591)
19,970
1,492
(7,397)
156,542
3
23
-
(183)
432
` 504 ` 85,327
(928)
17,114
(5,814)
95,699
` 8,951
2
28
(169)
365
` 69,794
` 3,814
28
2
-
-
(207)
` 3,637
` 27,581
265
1,197
13
(190)
(3,721)
` 25,145
` 108,967
904
11,767
4
(7,302)
(27,118)
` 87,222
` 15,748
188
1,776
11
(872)
(1,079)
` 432 ` 156,542
1,387
15,745
29
(8,658)
(32,130)
` 15,772 ` 1,139 ` 132,915
2
1,003
1
(294)
(5)
-
-
-
-
-
6,361
49
1,023
(70)
(1,539)
5,824
77,005
509
14,078
(6,640)
(19,627)
65,325
11,968
104
1,381
(758)
(712)
11,983
-
387
(242)
(4)
506
365 ` 95,699
662
16,869
(7,710)
(21,882)
83,638
` 15,680
(514)
` 64,443
* Including net carrying value of computer equipment and software amounting to ` 19,200 and ` 17,765 as at March
31, 2017 and 2018, respectively.
Interest capitalized by the Company was ` 89 and ` 157 for the year ended March 31, 2017 and 2018, respectively. The
capitalization rate used to determine the amount of borrowing cost capitalized for the year ended March 31, 2017 and
2018 are 2.4% and 1.9%, respectively.
274
Consolidated Financial Statements Under IFRSWipro Limited 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 at March 31, 2017 and 2018, as the recoverable value
of the CGUs exceeded the carrying value. Further, none
of the CGU’s tested for impairment as at March 31, 2017
and 2018, 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.
5. Goodwill and intangible assets
The movement in goodwill balance is given below:
Balance at the beginning of the
year
Translation adjustment
Acquisition through business
combination
Assets reclassified as held for
sale
Balance at the end of the year
Year ended March 31,
2018
2017
` 101,991 ` 125,796
2,970
(4,319)
28,124
1,172
(12,354)
` 125,796 ` 117,584
-
Acquisition through business combinations for the year
ended March 31, 2018, includes goodwill recognized on
four acquisitions. 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, 2017
and 2018 has been allocated to the IT Services operating
segment.
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.
Goodwill has been allocated to the CGUs as at March 31,
2017 and 2018 as follows:
CGUs
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
2018
` 19,826
` 17,475
48,144
17,442
49,085
14,776
16,393
14,863
23,086
905
20,406
979
` 125,796 ` 117,584
275
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
The movement in intangible assets is given below:
Gross carrying value:
As at April 1, 2016
Translation adjustment
Acquisition through business combinations
As at March 31, 2017
Accumulated amortization/impairment:
As at April 1, 2016
Translation adjustment
Amortization and impairment *
As at March 31, 2017
Net carrying value as at March 31, 2017
Gross carrying value:
As at April 1, 2017
Translation adjustment
Acquisition through business combinations
As at March 31, 2018
Accumulated amortization/impairment:
As at April 1, 2017
Translation adjustment
Amortization and impairment *
As at March 31, 2018
Net carrying value as at March 31, 2018
Intangible assets
Customer related Marketing related
Total
` 18,360
(546)
2,714
` 20,528
` 4,164
(7)
5,107
` 9,264
` 11,264
` 20,528
493
5,565
` 26,586
` 9,264
14
2,985
` 12,263
` 14,323
` 2,587
(314)
4,006
` 6,279
` 942
(68)
747
` 1,621
` 4,658
` 6,279
103
169
` 6,551
` 1,621
11
1,129
` 2,761
` 3,790
` 20,947
(860)
6,720
` 26,807
` 5,106
(75)
5,854
` 10,885
` 15,922
` 26,807
596
5,734
` 33,137
` 10,885
25
4,114
` 15,024
` 18,113
* Includes impairment charge on certain intangible assets recognized on acquisitions, amounting to ` Nil, ` 3,056 and
` 643 for the year ended March 31, 2016, 2017 and 2018, respectively.
Amortization and impairment expense on intangible
assets is included in selling and marketing expenses in
the consolidated statement of income.
Acquisition through business combinations for the year
ended March 31, 2018 primarily includes intangible assets
recognized on four acquisitions. Also refer Note 6 to the
consolidated financial statements.
As at March 31, 2018, 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 Application Group
Opus Capital Markets Consultants LLC
ATCO I-Tek
Designit AS
Cellent AG
HealthPlan Services
Appirio Inc.
Other entities
Estimated remaining
amortization period
2.25 – 3.25 years
4.25 years
0.75 – 2.75 years
6.50 years
0.25 – 2.25 years
2.75 – 4.75 years
1 – 5 years
2.50 – 8.50 years
2 – 14.25 years
6. 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 and recorded as part of purchase
price allocation.
276
Consolidated Financial Statements Under IFRSWipro Limited
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, 2018, an amount of ` 97
was paid to the sellers as final payment for the earn-outs.
Accordingly, a net gain of ` 192 has been recorded in the
consolidated statement of income.
The pro-forma effects of this acquisition on the Company’s
results were not material.
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
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. 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 has been recorded in the consolidated
statement of income.
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.
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
277
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
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 (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
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. 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 has been recorded in the consolidated statement
of income.
During the year ended March 31, 2018, an amount of
` 66 was paid to the sellers representing final earn-out
payments.
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
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:
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 ` 32,402 (USD
475.7 million).
278
Consolidated Financial Statements Under IFRSWipro Limited
During the year, 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
Brand
Alliance relationship.
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Net assets acquired include ` 85 of cash and cash
equivalents and trade receivables valued at ` 2,363.
The goodwill of ` 28,020 comprises value of acquired
workforce and expected synergies arising from the
acquisition. Goodwill is not deductible for income tax
purposes.
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.
Summary of material acquisitions during the year ended
March 31, 2018 is given below:
During the year, the Company has completed four business
combinations (which both individually and in aggregate
are not material) for a total consideration of ` 6,924. These
transactions include (a) an acquisition of IT service provider
which is focused on Brazilian markets, (b) an acquisition of
a design and business strategy consultancy firm based in
the United States, and (c) acquisition of intangible assets,
assembled workforce and a multi-year service agreement
which qualify as business combinations.
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
During the year ended March 31, 2018, the Company
concluded the fair value adjustments of the assets
acquired and liabilities assumed on acquisition.
The following table presents the provisional allocation of
purchase price:
Description
Net assets
Customer related intangibles
Other intangible assets
Total
Goodwill
Total purchase price
Purchase price
allocated
` 5
5,565
169
` 5,739
1,185
` 6,924
The goodwill of ` 1,185 comprises value of acquired
workforce and expected synergies arising from the
acquisition. The goodwill was allocated among the
reportable operating segments and is partially deductible
for U.S. federal income tax purpose.
Net assets acquired include ` 58 of cash and cash
equivalents and trade receivables valued at ` 215.
The pro-forma effects of these acquisition on the
Company’s results were not material.
279
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
7.
Investments
Investments consist of the followings:
Financial instruments at FVTPL
Investments in liquid and short-term mutual funds *
Others
Financial instruments at FVTOCI
Equity instruments
Commercial paper, Certificate of deposits and bonds
Financial instruments at amortised cost
Inter corporate and term deposits **
Non-current
Current
As at March 31,
2017
2018
` 104,675
569
` 46,438
-
5,303
145,614
5,685
176,234
42,972
` 299,133
7,103
292,030
28,405
` 256,762
7,668
249,094
* Investments in liquid and short-term mutual funds include investments amounting to ` Nil (March 31, 2017: ` 117)
pledged as margin money deposits for entering into currency future contracts.
** These deposits earn a fixed rate of interest. Term deposits include deposits in lien with banks amounting to ` 453
(March 31, 2017: ` 308).
Investment in equity accounted investee
8. Trade receivables
The Company has no material associates as at March 31,
2018. The aggregate summarized financial information in
respect of the Company’s immaterial associates that are
accounted for using the equity method is set forth below:
C a r r y i n g a m o u n t o f t h e
Company’s interest in associates
Company’s share on statements
of income in associates
As at March 31,
2017
2018
` -
` 1,206
For the year ended
March 31,
2017
2018
` -
` 11
Trade receivables
Allowance for lifetime expected
credit loss (Refer Note 21)
Assets reclassified as held for
sale
Non-current
Current
As at March 31,
2017
2018
` 107,952 ` 121,413
(9,108)
(14,570)
-
(1,407)
` 98,844 ` 105,436
4,446
100,990
3,998
94,846
The activity in the allowance for lifetime expected credit
loss is given below:
During the year ended March 31, 2018, the Company has
increased its investment in Drivestream Inc. from 19.0%
to 43.7%. Drivestream Inc. is a private entity that is not
listed on any public exchange. The carrying value of the
investment as at March 31, 2018 was ` 630.
During the year ended March 31, 2018, the Company has
invested ` 576 for 33.3% stake in Denim Group LLC, a
private entity that is not listed on any public exchange.
The carrying value of the investment as at March 31, 2018
was ` 576.
Balance at the beginning of
the year
Additions during the year, net
Charged against allowance
Translation adjustment
Balance at the end of the year
9.
Inventories
Inventories consist of the following:
Stores and spare parts
Raw materials and components
Finished goods and traded goods
280
As at March 31,
2017
2018
` 8,709
2,427
(2,099)
71
` 9,108
` 9,108
5,456
(29)
35
` 14,570
As at March 31,
2017
` 808
1
3,106
` 3,915
2018
` 769
-
2,601
` 3,370
Consolidated Financial Statements Under IFRSWipro Limited
10. Cash and cash equivalents
Cash and cash equivalents as at March 31, 2016, 2017
and 2018 consists of cash and balances on deposit with
banks. Cash and cash equivalents consist of the following:
As at March 31,
2018
Cash and bank balances ` 63,518 ` 27,808 ` 23,300
2017
2016
Demand deposits with
banks*
35,531
24,902
21,625
` 99,049 ` 52,710 ` 44,925
* 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 as at March 31, 2016, 2017 and 2018, amounting to
` 3, ` Nil and ` Nil, respectively.
Cash and cash equivalents consist of the following for the
purpose of the cash flow statement:
Cash and cash
equivalents (as above)
Bank overdrafts
11. Other assets
Non-current
Financial asset
Security deposits
Other deposits
Finance lease receivables
Others
As at March 31,
2016
2017
2018
` 99,049 ` 52,710 ` 44,925
(657)
(1,992)
(3,999)
` 98,392 ` 50,718 ` 40,926
As at March 31,
2017
2018
` 1,636
449
2,674
26
` 4,785
` 1,197
250
2,739
-
` 4,186
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 receivables
Non-current finance lease receivables
Current finance lease receivables
Non-Financial asset
Prepaid expenses including
rentals for leasehold land and
Deposits
Others
Assets reclassified as held for
sale
Other non-current assets
Current
Financial asset
Security deposits
Other deposits
Due from officers and employees
Finance lease receivables
Others
Non-Financial asset
Prepaid expenses and Deposits
Due from officers and employees
Advance to suppliers
Deferred contract costs
Balance with excise, customs
and other authorities
Others
Assets reclassified as held for
sale
Other current assets
Total
Finance lease receivables
As at March 31,
2017
2018
` 8,833
3,175
` 7,602
4,468
-
` 12,008
` 16,793
(530)
` 11,540
` 15,726
` 514
148
936
1,854
5,177
` 8,629
` 1,238
59
697
2,271
3,164
` 7,429
` 12,824
1,413
1,451
4,270
` 14,407
1,175
1,819
3,211
2,153
11
3,886
50
-
` 22,122
` 30,751
` 47,544
(1,381)
` 23,167
` 30,596
` 46,322
Finance lease receivables consist of assets that are
leased to customers for a contract term ranging from 1 to
5 years, with lease payments due in monthly or quarterly
installments. Details of finance lease receivables are
given below:
Minimum lease
payments
As at March 31,
Present value of minimum
lease payments
As at March 31,
2017
2017
2018
2,725
-
62
4,847
(319)
2018
` 2,060 ` 2,414 ` 1,854 ` 2,271
2,739
-
-
5,010
-
` 4,528 ` 5,010 ` 4,528 ` 5,010
2,739
2,271
2,616
-
58
4,528
-
2,890
-
-
5,304
(294)
2,674
1,854
281
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
12. Loans and borrowings
Short-term loans and borrowings
The Company had short-term borrowings including bank
overdrafts amounting to ` 116,742 and ` 79,598 as at
March 31, 2017 and 2018, respectively. The principal source
of Short-term borrowings from banks as of March 31, 2018
primarily consists of lines of credit of approximately
` 10,000 million, U.S. Dollar (USD) 1,748 million, Canadian
Dollar (CAD) 57 million, EURO 19 million, United Kingdom
Pound sterling (GBP) 43 million, Indonesian Rupiah (IDR)
13,000 million and Saudi Riyal (SAR) 43 million from
bankers for working capital requirements and other
short term needs. As of March 31, 2018, the Company
has unutilized lines of credit aggregating USD 711 million,
EURO 2 million, GBP 42 million, CAD 27 million, ` 1,003
million, IDR 13,000 million and SAR 39 million. To utilize
Long-term loans and borrowings
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 and
` 44,022 as of March 31, 2017 and 2018, respectively,
towards operational requirements that can be used for
the issuance of letters of credit and bank guarantees. As
of March 31, 2017 and 2018, an amount of ` 29,716 and
` 22,476 respectively, was unutilized out of these non-fund
based facilities.
As at March 31, 2017
As at March 31, 2018
Foreign
currency
in millions
Indian
Rupee
Foreign
currency
in millions
Indian
Rupee
Interest rate
Final
maturity
150
9,728
150
9,777
1.94%
June 2018
2
85
NA
2
1
19
-
71
118
4,131
714
116
73
1,282
-
1,229
` 17,391
8,280
-
8,280
` 25,671
19,611
6,060
625 40,715 1.90% - 3.81%
3,660 1.20% - 3.26%
June 2021
July 2021
72
NA
2
^
^
1
-
366 8.30% - 9.40% December 2021
4.65%
January 2022
2.93% February 2022
2.98% December 2020
14.04%
May 2019
92
42
24
12
-
` 54,688
5,442
(1,469)
3,973
` 58,661
45,268
13,393
Currency
Unsecured external commercial borrowing
U.S. Dollar
Unsecured term loan
U.S. Dollar
Canadian Dollar (CAD)
Indian Rupee
Australian Dollar (AUD)
Great British Pound (GBP)
Euro
Brazilian Real (BRL)
Saudi Arabian Riyal (SAR)
Obligations under finance leases
Liabilities directly associated with assets
held for sale
Non-current portion of long-term loans
and borrowings
Current portion of long-term loans and
borrowings
^ Value is less than ` 1.
282
Consolidated Financial Statements Under IFRSWipro Limited
Changes in financing liabilities arising from cash and non-cash changes:
Borrowings from banks
Bank overdrafts
External commercial borrowings
Obligations under finance leases
Loans from other than bank
Non-cash changes
Assets
taken on
financial
lease
` -
-
-
766
-
` 766
Foreign
exchange
movements
` 5,439
-
49
23
15
` 5,526
Less: Liabilities
directly associated
with assets held
for sale
March 31,
2018
` - ` 119,689
3,999
9,777
3,973
821
` (1,469) ` 138,259
-
-
(1,469)
-
April 1,
2017
Cash
flow
` 120,911 ` (6,661)
2,007
-
(3,627)
(695)
` 142,412 ` (8,976)
1,992
9,728
8,280
1,501
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 at March 31, 2017 and 2018, the
Company has met all the covenants under these arrangements.
Obligations under finance leases amounting to ` 8,280 and ` 5,442 as at March 31, 2017 and 2018, respectively, are
secured by underlying property, plant and equipment.
Interest expense was ` 1,916 and ` 3,045 for the year ended March 31, 2017 and 2018, respectively.
Finance lease payables consist of liabilities that are taken on lease for a contract term ranging from 1 to 5 years, with
lease payments due in monthly or quarterly installments. Details of finance lease payables are given below:
Minimum lease
payments
As at March 31,
Present value of minimum
lease payments
As at March 31,
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 payment payables
Liabilities directly associated with assets held for sale
Obligation under finance lease
Non-current finance lease payables
Current finance lease payables
13. Trade payables and accrued expenses
2017
2017
2018
1,784
-
5,622
(180)
4841
-
8,717
(437)
2018
` 3,876 ` 3,838 ` 3,623 ` 3,720
1,722
-
5,442
-
` 8,280 ` 5,442 ` 8,280 ` 5,442
(1,469)
` 8,280 ` 3,973 ` 8,280 ` 3,973
1,722
2,251
4,657
-
8,280
-
4,657
3,623
(1,469)
-
-
Trade payables and accrued expenses consist of the following:
Trade payables
Accrued expenses
Liabilities directly associated with assets held for sale
As at March 31,
2017
` 23,452
42,034
-
` 65,486
2018
` 24,406
45,632
(1,909)
` 68,129
283
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
14. Other liabilities and provisions
Other liabilities
Non-current
Financial liabilities
Deposits and others
Non-Financial liabilities
Employee benefits obligations
Others
Liabilities directly associated
with assets held for sale
Other non-current liabilities
Current
Financial liabilities
Deposits and others
Non-Financial liabilities
Statutory and other liabilities
Employee benefits obligations
Advance from customers
Others
As at March 31,
2017
2018
Liabilities directly associated
with assets held for sale
` 853
` 853
` 7
` 7
` 4,235
412
` 1,791
2,440
-
(8)
` 4,647
` 5,500
` 4,223
` 4,230
Other current liabilities
Total
Provisions
Non-current
Provision for warranty
Current
Provision for warranty
Others
As at March 31,
2017
-
2018
(277)
` 12,685 ` 15,563
` 13,027 ` 16,613
` 18,527 ` 20,843
` 4 ` 3
` 4 ` 3
834
` 436 ` 290
506
` 1,270 ` 796
` 1,274 ` 799
` 342
` 342
` 1,050
` 1,050
` 3,353
5,912
2,394
1,026
` 4,263
8,537
1,901
1,139
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
Year ended March 31, 2017
Year ended March 31, 2018
Provision
for
warranty
` 402
631
(593)
` 440
Others
Total
` 874
169
(209)
` 834
` 1,276
800
(802)
` 1,274
Provision
for
warranty
` 440
Others
Total
` 834
` 1,274
317
(464)
` 293
7
(335)
` 506
324
(799)
` 799
284
Consolidated Financial Statements Under IFRSWipro Limited
15. Financial instruments
Financial assets and liabilities (carrying value / fair value)
As at March 31,
2017
2018
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.
Assets
Cash and cash equivalents
Investments
` 52,710
` 44,925
Fair value
Financial instrument at FVTPL
Financial instrument at FVTOCI
F i n a n c i a l i n s t r u m e n t a t
Amortized cost
105,244
150,917
46,438
181,919
42,972
28,405
Other financial assets
Trade receivables
Unbilled revenues
Other assets
Derivative assets
Liabilities
Trade payables and other
payables
Trade payables and accrued
expenses
Other liabilities
Loans, borrowings and bank
overdrafts
Derivative liabilities
98,844
45,095
13,414
9,853
105,436
42,486
11,615
1,273
` 519,049 ` 462,497
` 65,486
1,195
` 68,129
1,057
142,412
2,710
138,259
2,217
` 211,803 ` 209,662
Offsetting financial assets and liabilities
The following table contains information on other financial
assets and trade payables and other liabilities subject to
offsetting:
Gross
amounts of
recognized
financial
assets
Financial assets
Gross amounts
of recognized
financial
liabilities
set off in the
balance sheet
Net amounts
of recognized
other financial
assets
presented in
the balance
sheet
As at March 31, 2017
As at March 31, 2018
162,252
165,985
(4,899)
(6,448)
157,353
159,537
Financial liabilities
Gross
amounts of
recognized
trade
payables
and other
payables
Gross amounts
of recognized
financial
liabilities
set off in the
balance sheet
Net amounts
of recognized
trade payables
and other
payables
presented in the
balance sheet
As at March 31, 2017
As at March 31, 2018
71,580
75,634
(4,899)
(6,448)
66,681
69,186
Financial assets and liabilities include cash and cash
equivalents, trade receivables, unbilled revenues, finance
lease receivables, employee and other advances and
eligible current and non-current assets, long and short-
term loans and borrowings, finance lease payables, bank
overdrafts, trade payable, eligible current liabilities and
non-current liabilities.
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 at March 31,
2018 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 commercial papers,
certificate of deposits and bonds 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).
285
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
The following table presents fair value of 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
Investment in equity instruments
Commercial paper, Certificate of
deposits and bonds
Liabilities
Derivative instruments:
Cash flow hedges
Others
Contingent consideration
As at March 31, 2017
As at March 31, 2018
Fair value measurements
at reporting date
Fair value measurements
at reporting date
Total Level 1 Level 2 Level 3
Total Level 1 Level 2 Level 3
7,307
2,546
-
-
7,307
2,120
-
426
1,139
134
-
-
1,139
134
-
-
104,675 104,675
-
-
569
5,303
-
569
-
-
-
5,303
46,438
-
5,685
46,438
-
-
-
-
-
-
-
5,685
145,614
- 145,614
- 176,234
1,951 174,283
(55)
(2,655)
(339)
-
-
-
(55)
(2,655)
-
-
-
(339)
(1,276)
(941)
-
-
-
-
(1,276)
(941)
-
-
-
-
-
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, 2018, 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 the reporting date.
Details of assets and liabilities considered under Level 3 classification
Balance as at April 1, 2016
Additions
Payouts
Gain/loss recognized in consolidated statement of income
Gain/loss recognized in foreign currency translation reserve
Gain/loss recognized in other comprehensive income
Finance expense recognized in consolidated statement of income
Balance as at March 31, 2017
Balance as at April 1, 2017
Additions
Payouts
Transferred to investment in equity accounted investee
Gain/loss recognized in consolidated statement of income
Gain/loss recognized in foreign currency translation reserve
Gain/loss recognized in other comprehensive income
Finance expense recognized in consolidated statement of income
Balance as at March 31, 2018
286
Investments
in equity
instruments
` 4,907
620
-
-
(41)
(183)
-
` 5,303
` 5,303
1,851
-
(357)
-
53
(1,165)
-
` 5,685
Derivative
Assets –
Others
` 558
-
-
(132)
-
-
-
` 426
` 426
-
-
-
(426)
-
-
-
` -
Liabilities-
Contingent
consideration
` (2,251)
-
138
1,546
198
-
30
` (339)
` (339)
-
164
-
167
(32)
-
40
-
Consolidated Financial Statements Under IFRSWipro Limited
Description of significant unobservable inputs to valuation:
As at March 31, 2018
Items
Unquoted equity
investments *
As at March 31, 2017
Items
Unquoted equity
investments *
Derivative
assets
Valuation
technique
Third party quote
Significant unobservable
input
Forecast revenues
Movement
by
1.0%
Increase
(`)
18
Decrease
(`)
(18)
Valuation
technique
Significant unobservable
input
Movement
by
Increase
(`)
Decrease
(`)
Discounted
cash flow model
Market multiple
approach
Option pricing
model
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
5.0%
1.0%
55
(93)
179
31
60
56
-
(51)
101
(186)
(31)
(69)
(56)
-
Contingent
consideration
Probability
weighted method
* Carrying value of ` 3,232 and ` 1,545 as at March 31, 2017 and 2018, respectively.
A one percentage point change in the unobservable inputs used in fair valuation of other Level 3 assets does not have
a significant impact in its value.
Derivative 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 parties in these derivative instruments
are primarily banks and the Company considers the risks of non-performance by the counterparty as non-material.
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts
outstanding:
As at March 31,
2017
2018
Notional
Fair value
Notional
Fair value
(in million)
Designated derivatives instruments
Sell : Forward contracts
Range forward options contracts
USD 886
228
€
280
£
AUD 129
USD 130
-
£
-
€
`
`
`
`
`
3,627
1,166
2,475
154
USD 904
134
€
147
£
77
AUD
106
-
-
USD 182
13
£
10
€
Interest rate swaps
USD
-
-
USD
75
`
`
`
`
`
`
`
`
951
(531)
(667)
29
5
5
2
(7)
287
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
Non-designated derivatives instruments
Sell : Forward contracts
Range forward options contracts
Buy : Forward contracts
^ Value is less than 1.
The following table summarizes activity in the cash flow
hedging reserve within equity related to all derivative
instruments classified as cash flow hedges:
As at March 31,
2017
2018
` 2,367
` 7,325
As at March 31,
2017
2018
Notional
Fair value
Notional
Fair value
(in million)
USD 889
83
€
£
82
51
AUD
3
SGD
ZAR
262
41
CAD
49
SAR
AED
69
31
PLN
-
CHF
-
QAR
-
TRY
-
MXN
-
NOK
-
OMR
USD
£
-
-
`
`
`
`
`
`
`
`
1,714
USD 939
(4)
58
€
79
95
£
3
77
AUD
(3)
6
SGD
(17)
ZAR 132
22
14
CAD
11
62
SAR
^
8
AED
^
36
PLN
-
6
CHF
-
11
QAR
-
10
TRY
- MXN
61
- NOK
34
-
3
OMR
-
-
USD
£
50
20
USD 750
-
JPY
-
DKK
`
(2,616)
-
-
USD 575
399
JPY
9
DKK
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
(360)
6
(56)
68
(1)
(16)
32
^
^
12
3
(3)
8
(6)
3
(1)
(6)
(2)
(417)
6
(1)
The related hedge transactions for balance in cash flow
hedging reserves as of March 31, 2018 are expected to
occur and be reclassified to the consolidated statement
of income over a period of two years.
As at March 31, 2017 and 2018, 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.
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 consolidated statement
of income 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
288
74
(6)
Sale of financial assets
12,391
(12)
(7,507)
(7,450)
` 4,958
` (7,468)
7,325
(1,419)
(143)
29
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, 2018 is not material.
` 5,906
` (114)
In certain cases, transfer of financial assets may be with
recourse. Under arrangements with recourse, the Company
Consolidated Financial Statements Under IFRSWipro Limited
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 consolidated statement of financial
position.
Financial risk management
Market Risk
Market risk is the risk of loss of future earnings, to fair
values or to future cash flows that may result from a
change in the price of a financial instrument. The value of
a financial instrument may change as a result of changes
in the interest rates, foreign currency exchange rates and
other market changes that affect market risk sensitive
instruments. Market risk is attributable to all market risk
sensitive financial instruments including investments,
foreign currency receivables, payables and loans and
borrowings.
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 and 2018, 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
(consolidated statement of income ` 139 and other
comprehensive income ` 1,016) and ` 1,500 (consolidated
statement of income ` 414 and other comprehensive
income ` 1,086) respectively, decrease/increase in the fair
value of foreign currency dollar denominated derivative
instruments.
The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2017 and 2018:
As at March 31, 2017
Trade receivables
Unbilled revenues
Cash and cash equivalent
Other assets
Loans and borrowings
Trade payables, accrued expenses
and other liabilities
Net assets/ (liabilities)
US $
Euro
Pound
Sterling
` 33,388 ` 4,663 ` 5,078
4,454
571
190
(604)
15,839
15,752
1,612
(58,785)
2,801
1,178
1,437
(494)
(22,339)
(4,605)
` (14,533) ` 5,301 ` 5,084
(4,284)
Australian
Dollar
` 2,547
2,024
335
1,568
(537)
Canadian
Dollar
Other
currencies#
Total
` 890
577
2
7
-
` 4,218 ` 50,784
28,621
18,513
5,174
(60,929)
2,926
675
360
(509)
(1,453)
` 4,484
(443)
` 1,033
(2,136)
` 5,534
(35,260)
` 6,903
289
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 Trade receivables
Unbilled revenues
Cash and cash equivalent
Other assets
Loans and borrowings
Trade payables, accrued expenses
and other liabilities
Net assets/ (liabilities)
As at March 31, 2018
US $
Euro
` 32,948
13,893
9,144
1,879
(49,257)
(23,561)
` 7,273
2,571
3,791
1,993
(41)
(3,474)
Pound
Sterling
` 6,585
5,189
1,685
285
(37)
(5,958)
Australian
Dollar
` 3,459
2,094
786
1,122
(165)
(1,516)
Canadian
Dollar
Other
currencies#
Total
` 990
338
34
1
-
(652)
` 3,651 ` 54,906
25,694
17,681
5,613
(49,637)
(38,103)
1,609
2,241
333
(137)
(2,942)
` (14,954) ` 12,113
` 7,749
` 5,780
` 711
` 4,755 ` 16,154
# Other currencies reflect currencies such as Singapore Dollars, Danish Krone, etc.
As at March 31, 2017 and 2018, respectively, every 1%
increase/decrease of the respective foreign currencies
compared to functional currency of the Company
would impact results by approximately ` 69 and ` 162
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,
2018, additional net annual interest expense on floating
rate borrowing would amount to approximately ` 1,186.
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 aging 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 2018 or for revenues for the year ended
March 31, 2016, 2017 and 2018. There is no significant
concentration of credit risk.
Counterparty risk
Counterparty risk encompasses issuer risk on marketable
securities, settlement risk on derivative and money market
contracts and credit risk on cash and time deposits.
Issuer risk is minimized by only buying securities 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, 2018, cash and
cash equivalents are held with major banks and financial
institutions.
290
Consolidated Financial Statements Under IFRSWipro Limited 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
` 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
As at March 31, 2017
Contractual Cash Flows
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
As at March 31, 2018
Contractual Cash Flows
Loans, borrowings and bank overdrafts
Carrying
value
` 138,259
Less than 1
year
` 95,466
1-2 years 2-4 years 4-7 years
Total
` 18,997
` 28,190
` 6 ` 142,659
Trade payables and accrued expenses
68,129
68,129
Derivative liabilities
Other liabilities
2,217
1,057
2,210
1,050
-
7
7
-
-
-
-
-
-
68,129
2,217
1,057
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
Investment
Loans and borrowings
As at March 31,
2017
2018
` 44,925
` 52,710
292,030
249,094
(142,412)
(138,259)
` 202,328 ` 155,760
16. Foreign currency translation reserve
The movement in foreign currency translation reserve
attributable to equity holders of the Company is
summarized below:
17. Income taxes
Income tax expenses has been allocated as follows:
Year ended March 31,
2016
2017
2018
Income tax expense as
p e r t h e c o n s o l i d a t e d
statement of income
Income tax included in
Other comprehensive
income on:
Unrealized gains/ (losses)
on investment securities
Gains/(losses) on cash
flow hedging derivatives
Defined benefit plan
actuarial gains/(losses)
` 25,366 ` 25,213 ` 22,390
42
594
(644)
(260)
962
(1,448)
(224)
255
` 24,924 ` 26,812 ` 20,553
43
Income tax expenses consists of the following:
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
As at March 31,
2017
2018
` 16,116
` 13,107
(3,285)
3,560
Current taxes
Domestic
Foreign
276
(3,009)
` 13,107
(49)
3,511
` 16,618
Deferred taxes
Domestic
Foreign
Year ended March 31,
2016
2017
2018
` 20,221 ` 21,089 ` 18,500
5,412
7,834
26,501
26,334
(63)
3
(1,225)
(3,947)
(1,288)
(3,944)
` 25,366 ` 25,213 ` 22,390
5,536
25,757
(506)
115
(391)
291
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
The components of deferred tax assets and liabilities are
as follows:
Carry-forward losses *
Accrued expenses and liabilities
Allowances for lifetime expected
credit loss
Minimum alternate tax
Cash flow hedges
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest on bonds and fair value
movement of investments
Cash flow hedges
Deferred revenue
Others
(1,419)
(183)
(87)
(16,655)
Net deferred tax assets/(liabilities) ` (3,516)
Amounts presented in statement
of financial position:
Deferred tax assets
Deferred tax liabilities
` 3,098
As at March 31,
2017
2018
` 5,694
` 5,513
3,151
3,107
2,955
4,499
1,520
-
13,139
(4,153)
(4,057)
(4,511)
74
29
13,403
(2,166)
(1,810)
(3,190)
(2,245)
(1,712)
-
(273)
(403)
(9,554)
` 3,849
` 6,908
` (6,614) ` (3,059)
(1,337)
(593)
(380)
* Includes deferred tax asset recognized on carry forward
losses pertaining to business combinations.
87
40
239
1,752
(98)
1,787
(152)
1,431
19
Income tax expenses are net of reversal of provisions
pertaining to earlier periods, amounting to ` 1,337, ` 593
and ` 380 for the year ended March 31, 2016, 2017 and
2018, 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,
2016
2017
2018
Profit before taxes
`114,933 `110,356 `102,474
Enacted income tax rate
in India
Computed expected tax
expense
Effect of:
34.61% 34.61% 34.61%
39,778
38,194
35,466
Income exempt from tax (12,799)
(12,684)
(12,878)
(568)
(274)
167
(1,449)
(1,105)
(111)
-
-
(1,563)
Basis differences that
will reverse during a tax
holiday period
Income taxed at higher/
(lower) rates
Reversal of deferred tax
for past years due to rate
reduction *
Taxes related to prior
years
Changes in unrecognized
deferred tax assets
Expenses disallowed for
tax purpose
Others, net
Income tax expense
` 25,366 ` 25,213 ` 22,390
Effective income tax rate 22.07% 22.85% 21.85%
* The “Tax Cuts and Jobs Act,” was signed into law on
December 22, 2017 (‘US Tax Reforms’) which among
other things, makes significant changes to the rules
applicable to the taxation of corporations, such as
changing the corporate tax rate from 35% to 21% rate
effective January 1, 2018. For the year ended March
2018, the Company took a positive impact of ` 1,563 on
account of re-statement of deferred tax items pursuant
to US Tax Reforms.
292
Consolidated Financial Statements Under IFRSWipro Limited
Movement in deferred tax assets and liabilities
Movement during the year ended
March 31, 2016
As at
April 1,
2015
Carry-forward losses
Accrued expenses and liabilities
Allowances for lifetime expected
credit loss
Minimum alternate tax
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest on bonds and fair value
movement of investments
Cash flow hedges
Deferred revenue
Others
Total
3,589
2,546
1,859
1,844
(3,416)
(3,347)
(1,965)
(448)
(719)
(418)
180
(295)
Movement during the year ended March
31, 2017
Credit/
(charge) in the
consolidated
statement
of Changes
in equity on
adoption of
IFRS 9
Credit/
(charge)
in the
consolidated
statement of
income
Credit/
(charge) in
the Other
comprehensive
income
On account
of business
combination
As at
March
31, 2016
-
-
430
-
-
-
-
-
-
-
-
430
147
500
751
(387)
(827)
(977)
989
(324)
1
377
141
391
(90)
224
(1)
-
(19)
361
58
(42)
260
37
7
795
1,604
-
-
-
-
-
5,250
3,270
3,039
1,457
(4,262)
(3,963)
(3,747)
(4,665)
-
-
-
-
(814)
(458)
(4)
328
(2,143)
(822)
As at
April 1,
2016
Credit/ (charge) in
the consolidated
statement of
income
Credit/
(charge) in
the Other
comprehensive
income
On account
of business
combination
As at
March 31,
2017
Carry-forward losses
Accrued expenses and liabilities
Allowances for lifetime expected credit
loss
Minimum alternate tax
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest on bonds and fair value movement
of investments
Cash flow hedges
Deferred revenue
Others
Total
5,250
3,270
3,039
1,457
(4,262)
(3,963)
(4,665)
(814)
(458)
(4)
328
(822)
825
(44)
(77)
63
(249)
(401)
2,639
(837)
-
(192)
(439)
1,288
(562)
(75)
(7)
-
358
307
279
(594)
(961)
13
24
-
-
-
-
-
-
(2,764)
-
-
-
-
5,513
3,151
2,955
1,520
(4,153)
(4,057)
(4,511)
(2,245)
(1,419)
(183)
(87)
(1,218)
(2,764)
(3,516)
293
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 Movement during the year ended
March 31, 2018
As at
April 1,
2017
Credit/
(charge) in the
consolidated
statement of
income
Credit/
(charge) in
the Other
comprehensive
income
On account
of business
combination
Assets held
for sale
As at
March
31, 2018
Carry-forward losses
Accrued expenses and liabilities
Allowances for lifetime expected
credit loss
Minimum alternate tax
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest on bonds and fair value
movement of investments
Cash flow hedges
Deferred revenue
Others
Total
5,513
3,151
2,955
1,520
(4,153)
(4,057)
(4,511)
(2,245)
(1,419)
(183)
(87)
(3,516)
133
243
1,564
(1,446)
912
1,522
1,546
(112)
-
(35)
(383)
3,944
48
(246)
2
-
(75)
(53)
(112)
645
1,448
(9)
(75)
1,573
-
-
-
-
-
-
(113)
-
-
-
-
(113)
-
(41)
5,694
3,107
(22)
4,499
-
74
1,150
(2,166)
778
(1,810)
-
-
-
(46)
142
1,961
(3,190)
(1,712)
29
(273)
(403)
3,849
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 consolidated statement of income.
In assessing the realizability of deferred tax assets, the
Company considers the extent to which it is probable
that the deferred tax asset will be realized. The ultimate
realization of deferred tax assets is dependent upon the
generation of future taxable profits during the periods in
which those temporary differences and tax loss carry-
forwards become deductible. The Company considers
the expected reversal of deferred tax liabilities, projected
future taxable income and tax planning strategies in
making this assessment. Based on this, the Company
believes that it is probable that the Company will realize
the benefits of these deductible differences. The amount of
deferred tax asset considered realizable, however, could be
reduced in the near term if the estimates of future taxable
income during the carry-forward period are reduced.
Deferred tax asset amounting to ` 4,238 and ` 3,756
as at March 31, 2017 and 2018, respectively in respect
of unused tax losses have not been recognized by the
Company. The tax loss carry-forwards of ` 13,581 and
` 14,510 as at March 31, 2017 and 2018, 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
and ` 6,223 as at March 31, 2017 and 2018, respectively,
of these tax loss carry-forwards is not currently subject
to expiration dates. The remaining tax loss carry-forwards
of approximately, ` 8,210 and ` 8,287 as at March 31, 2017
and 2018, respectively, expires in various years through
fiscal 2037.
The Company has recognized deferred tax assets of
` 5,513 and ` 5,287 in respect of carry forward losses of
its various subsidiaries as at March 31, 2017 and 2018.
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
in the past year, 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 and ` 74 has
been recognized in the statement of consolidated financial
position as of March 31, 2017 and 2018, respectively, which
can be carried forward for a period of fifteen years from
the year of recognition.
294
Consolidated Financial Statements Under IFRSWipro Limited 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 ` 12,754,
` 11,958 and ` 11,635 for the years ended March 31, 2016,
2017 and 2018, 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, 2016, 2017 and 2018 was ` 2.60, ` 2.46 and
` 2.45, 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 ` 51,432 as of March 31, 2017
and 2018, 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, Bonus and Buyback 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 ` 12, ` 3
and ` 1, during the years ended March 31, 2016, 2017 and
2018, respectively, including an interim dividend of ` 5,
` 2 and ` 1 for the year ended March 31, 2016, 2017 and
2018, respectively.
The bonus issue in the proportion of 1:1 i.e. 1 (One) bonus
equity share of ` 2 each for every 1 (one) fully paid-up
equity share held (including ADS holders) had been
approved by the shareholders of the Company on June 3,
2017 through Postal Ballot /e-voting. For this purpose, June
14, 2017, was fixed as the record date. Consequently, on
June 15, 2017, the Company allotted 2,433,074,327 shares
and ` 4,866 (representing par value of ` 2 per share) has
been transferred from retained earnings to share capital.
During the year ended March 31, 2018, the Company has
concluded the buyback of 343,750,000 equity shares as
approved by the Board of Directors on July 20, 2017. This
has resulted in a total cash outflow of ` 110,000. In line with
the requirement of the Companies Act 2013, an amount
of ` 1,656 and ` 108,344 has been utilized from the share
premium account and retained earnings respectively.
Further, capital redemption reserves (included in other
reserves) of ` 687 (representing the nominal value of the
shares bought back) has been created as an apportionment
from retained earnings. Consequent to such buyback,
share capital has reduced by ` 687.
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/ buyback of equity shares
will be balanced with efforts to continue to maintain an
adequate liquidity status.
The capital structure as of March 31, 2017 and 2018 was
as follows:
As at March 31,
2017
2018 % Change
78%
79%
` 520,304 ` 482,936
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) ` 662,716 ` 621,195
` 142,412 ` 138,259
122,801
19,611
45,268
92,991
22%
21%
(7.18)%
(2.92)%
(6.27)%
295
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
Loans and borrowings represents 21% and 22% of total
capital as of March 31, 2017 and 2018, respectively. The
Company is not subjected to any externally imposed
capital requirements.
20. Revenue
Year ended March 31,
2016
2017
2018
Rendering of services ` 481,369 ` 522,061 ` 524,543
Sales of products
20,328
` 512,440 ` 550,402 ` 544,871
31,071
28,341
21. Expenses by nature
Year ended March 31,
2016
2017
2018
Employee
compensation
Sub-contracting/
technical fees
Cost of hardware and
software
Travel
Facility expenses
Depreciation,
amortization and
impairment
Communication
Legal and
professional fees
Rates, taxes and
insurance
Marketing and brand
building
Lifetime expected
credit loss and
provision for deferred
contract cost*
Miscellaneous
expenses
Total cost of
revenues, selling
and marketing
expenses and general
and administrative
expenses
` 245,534 ` 268,081 ` 272,223
67,769
82,747
84,437
30,096
23,507
16,480
27,216
20,147
19,297
18,985
17,399
21,044
14,965
4,825
23,107
5,370
21,124
5,353
4,214
4,957
4,690
2,526
2,261
2,400
2,292
2,936
3,140
2,004
2,427
6,565
5,235
5,836
4,705
` 419,447 ` 464,382 ` 462,065
* Consequent to insolvency of two of our customers,
the Company has recognized provision of ` 4,612 for
impairment of receivables and deferred contract cost.
` 416 and ` 4,196 of these provisions have been included
in cost of revenue and General and administrative
expenses respectively for the year ended March 31,
2018.
296
22. Other operating income
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
Year ended March 31,
2016
` 1,206
2017
` 2,675
2018
` 3,451
4,172
` 5,378
3,267
` 5,942
2,379
` 5,830
24. Finance and other income and Foreign exchange
gains/(losses), net
Interest income
Dividend income
Net gain from
investments
classified as FVTPL
Net gain from
investments
classified as FVOCI
Finance and other
income
Foreign exchange
gains/(losses), net on
financial instrument
measured at FVTPL
Other Foreign
exchange gains/
(losses), net
Foreign exchange
gains/(losses), net
Year ended March 31,
2016
` 20,364
66
2017
` 18,066
311
2018
` 17,806
609
2,991
3,822
5,410
30
220
174
` 23,451
` 22,419
` 23,999
920
6,975
(107)
2,947
(3,198)
1,595
` 3,867
` 27,318
` 3,777
` 26,196
` 1,488
` 25,487
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 year, excluding equity shares
purchased by the Company and held as treasury shares.
Consolidated Financial Statements Under IFRSWipro Limited
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Basic earnings per share
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.
Year ended March 31,
2016
` 89,075
4,913,118,800
` 18.13
2017
` 84,895
4,857,081,010
` 17.48
2018
` 80,081
4,750,043,400
` 16.86
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
Year ended March 31,
2016
` 89,075
4,913,118,800
10,261,016
2017
` 84,895
4,857,081,010
14,266,128
2018
` 80,081
4,750,043,400
8,318,575
4,923,379,816
` 18.09
4,871,347,138
` 17.43
4,758,361,975
` 16.83
Earnings per share and number of share outstanding
for the years ended March 31, 2016 and 2017 have been
proportionately adjusted for the bonus issue in the ratio
of 1:1 as approved by the shareholders on June 03, 2017.
26. Employee stock incentive plans
The stock compensation expense recognized for employee
services received during the year ended March 31,
2016, 2017 and 2018 were ` 1,534, ` 1,742 and ` 1,347,
respectively.
Wipro Equity Reward Trust (“WERT”)
In 1984, the Company established a controlled trust called
the Wipro Equity Reward Trust (“WERT”). In the earlier
years, WERT purchased shares of the Company out of
funds borrowed from the Company. The Company’s Board
Governance, Nomination and Compensation Committee
recommends to WERT certain officers and key employees,
to whom WERT issues shares from its holdings at nominal
price subject to vesting conditions. WERT held 14,829,824,
13,728,607 and 23,097,216 treasury shares as of March
31, 2016, 2017 and 2018, 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:
Name of Plan
Wipro Employee Stock Option plan 2000 (2000 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
Below plans are discontinued as at March 31, 2018
Name of Plan
Wipro Employees Stock Option plan 1999 (1999 plan)
Stock Option plan (2000 ADS Plan)
Number of Options
reserved under the plan
560,606,060
44,848,484
44,848,484
44,848,484
37,373,738
29,659,648
Range of
Exercise Price
` 171 - 490
` 2
US $ 0.03
` 2
` 2
` 2
Number of Options
reserved under the plan
50,000,000
15,000,000
Range of
Exercise Prices
` 171 - 490
US $ 3 - 7
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 these stock option plans is ten years.
297
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
The activity in these stock option plans and restricted stock unit option plan is summarized below:
2016
Year ended March 31,
2017
2018
Particulars
Exercise
price
Outstanding at the
beginning of
the year
Bonus on outstanding
Refer Note 18
Granted *
Exercised
Forfeited and
Expired
Outstanding at the
end of the year
Exercisable at the
end of the year
Numbers Weighted
Average
Exercise
Price
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
US $ 0.03
` 480.20
` 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
-
` 2 (1,329,376)
(340,876)
-
(618,917)
(186,038)
20,181
7,254,326
3,747,430
20,181
1,204,405
256,753
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
Numbers Weighted
Average
Exercise
Price
` 480.20
20,181
` 2
7,254,326
3,747,430 US $ 0.03
` 480.20
-
` 2
-
- US $ 0.03
` 480.20
-
` 2
2,398,000
2,379,500 US $ 0.03
` 480.20
20,181
7,952,083
5,288,783
-
6,968,406
4,077,070
-
4,612,400
3,897,000
(20,181)
` 2 (5,325,217)
(174,717) US $ 0.03 (2,565,976)
` 480.20
-
-
` 2
(586,468)
(663,675)
(663,430) US $ 0.03
(497,823)
` 480.20
20,181
-
` 2 13,543,997
7,952,083
5,288,783 US $ 0.03 10,199,054
` 480.20
20,181
-
` 2
698,320
1,875,994
141,342 US $ 0.03
789,962
Numbers Weighted
Average
Exercise
Price
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
` 480.20
` 2
US $ 0.03
-
` 2 (1,113,775)
The following table summarizes information about outstanding stock options and restricted stock unit option plan:
2016
Year ended March 31,
2017
2018
Exercise
price
Numbers Weighted
Average
Remaining
life
(months)
Weighted
Average
Exercise
Price
Numbers Weighted
Average
Remaining
life
(months)
Weighted
Average
Exercise
Price
Numbers Weighted
Average
Remaining
life
(months)
Weighted
Average
Exercise
Price
` 480.20
20,181
` 2 7,254,326
US $ 0.03 3,747,430
- ` 480.20
20,181
` 2 7,952,083
23
24 US $ 0.03 5,288,783
- ` 480.20
-
` 2 13,543,997
19
24 US $ 0.03 10,199,054
- ` 480.20
` 2
27
28 US $ 0.03
The weighted-average grant-date fair value of options granted during the year ended March 31, 2016, 2017 and 2018
was ` 699.96, ` 569.52 and ` 337.74 for each option, respectively. The weighted average share price of options exercised
during the year ended March 31, 2016, 2017 and 2018 was ` 608.62, ` 536.80 and ` 303.44 for each option, respectively.
* Includes Nil, 79,000 and 1,097,600 Performance based stock options (RSU) granted during the year ended March 31,
2016, 2017 and 2018, respectively. Nil, 188,000 and 1,113,600 Performance based stock options (ADS) granted during
the year ended March 31, 2016, 2017 and 2018, respectively. Performance based stock options (RSU) were issued under
Wipro Employee Restricted Stock Unit plan 2007 (WSRUP 2007 plan) and Performance based stock options (ADS) were
issued under Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan).
298
Consolidated Financial Statements Under IFRSWipro Limited 27. Employee benefits
a) Employee costs includes
Amount recognized in the consolidated statement of
income in respect of defined benefit plans is as follows:
Salaries and bonus
Employee benefits
plans
Gratuity and other
defined benefit plans
Defined contribution
plans
Share based
compensation
Year ended March 31,
2016
2018
` 237,130 ` 258,207 ` 261,981
2017
885
1,095
1,532
5,985
7,037
7,363
1,534
1,347
` 245,534 ` 268,081 ` 272,223
1,742
The employee benefit cost is recognized in the following
line items in the consolidated statement of income:
Cost of revenues
Selling and marketing
expenses
General and
administrative
expenses
Year ended March 31,
2016
2018
` 207,747 ` 226,595 ` 228,937
2017
23,663
26,051
28,070
14,124
15,216
` 245,534 ` 268,081 ` 272,223
15,435
Defined benefit plan actuarial (gains)/ losses recognized
in other comprehensive income include:
Year ended March 31,
2016
2017
2018
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
` 30
` (189)
` (18)
180
363
(296)
2
(73)
(54)
798
` 1,010
(313)
` (212)
(454)
` (822)
b) Defined benefit plans
Defined benefit plans include gratuity for employees
drawing salary in Indian rupees and certain benefits plans
in foreign jurisdictions
Current service cost
Net interest on net
defined benefit
liability/(asset)
Net gratuity cost/
(benefit)
Actual return on plan
assets
Year ended March 31,
2016
` 915
2017
` 1,130
2018
` 1,525
(30)
(35)
7
885
1,095
1,532
` 351
` 692
` 501
Change in present value of defined benefit 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 adjustments
As at March 31,
2017
2018
` 6,656
751
1,130
464
(708)
` 8,270
38
1,525
490
(865)
363
(296)
(73)
(54)
(313)
(454)
Defined benefit obligation at the
end of the year
` 8,270
` 8,654
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,
2017
2018
` 6,488
561
499
186
(4)
` 7,919
28
483
59
-
189
18
` 7,919
` 8,507
(351)
(351)
(147)
(147)
299
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
The expected benefits are based on the same assumptions
used to measure the Company’s benefit obligations as of
March 31, 2018.
Sensitivity for significant actuarial assumptions is
computed to show the movement in defined benefit
obligation by 0.5 percentage.
As of March 31, 2018, every 0.5 percentage point increase/
(decrease) in discount rate will result in (decrease)/
increase of defined benefit obligation by approximately
` (320) and ` 341, respectively (March 31, 2017: ` (187)
and ` 207, respectively).
As of March 31, 2018 every 0.5 percentage point increase/
(decrease) in expected rate of salary will result in increase/
(decrease) of defined benefit obligation by approximately
` 184 and ` (173), respectively (March 31, 2017: ` 176 and
` (169), respectively).
c) Provident fund:
The details of fund and plan assets are given below:
As at March 31,
2017
2018
Fair value of plan assets
` 40,059
` 46,016
Present value of defined benefit
obligation
Net (shortfall)/ excess
(40,059)
(46,016)
` -
` -
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,
2017
2018
6.90%
7.35%
6 years
7 years
8.65%
8.55%
As at March 31, 2017 and 2018, 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
Duration of defined benefit
obligations
As at March 31,
2017
5.91%
5.91%
6.90%
2018
6.30%
6.30%
6.89%
8 years
8 years
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:
` 1,162
` 1,338
1,062
1,059
1,065
1,053
5,454
` 11,031
Expected contribution to the fund during the
year ending March 31, 2019
Estimated benefit payments from the fund
for the year ending March 31:
2019
2020
2021
2022
2023
Thereafter
Total
300
Consolidated Financial Statements Under IFRSWipro Limited
28. Related party relationship and transactions
List of subsidiaries and associates as of March 31, 2018 are provided in the table below:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro LLC
Wipro Gallagher Solutions, Inc.
Country of
Incorporation
USA
USA
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)
Cooper Software, Inc.
WiproOverseasITServices Pvt.
Ltd
Wipro Japan KK
Wipro Shanghai Limited
Wipro Trademarks Holding
Limited
Wipro Travel Services Limited
Wipro Holdings UK Limited
Wipro Information TechnologyAustria
GmbH
Wipro Digital Aps
Wipro Europe Limited
Wipro Technologies Austria
GmbH
Designit A/S (A)
Wipro UK Limited
Wipro Cyprus Private Limited
Wipro Financial Services UK Limited
Wipro Doha LLC #
Wipro Technologies S.A DE C.V
WiproBPOPhilippinesLTD.Inc.
Wipro Holdings Hungary
Korlátolt Felelősségű Társaság
Wipro Technologies SA
Wipro Information TechnologyEgypt
SAE
Wipro Arabia Co. Limited *
Wipro Poland Sp. Z.o.o
WiproITServicesPoland
Sp.zo.o
Wipro Technologies Australia Pty
Ltd
Wipro Holdings Investment
Korlátolt Felelősségű Társaság
Women’s Business Park
Technologies Limited *
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
Japan
China
India
India
U.K.
Austria
Austria
Denmark
Denmark
U.K.
U.K.
U.K.
Cyprus
Qatar
Mexico
Philippines
Hungary
Hungary
Argentina
Egypt
SaudiArabia
Saudi Arabia
Poland
Poland
Australia
301
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 Subsidiaries
Subsidiaries
Subsidiaries
Wipro Corporate Technologies
Ghana Limited
Wipro Technologies South Africa
(Proprietary) Limited
Wipro IT Service Ukraine LLC
Wipro Information
TechnologyNetherlands BV.
Wipro Technologies SRL
PT WT Indonesia
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 IT Services Bangladesh
Limited
Country of
Incorporation
Ghana
South Africa
Ukraine
Netherlands
Portugal
Wipro Technologies Nigeria
Limited
Nigeria
Russia
Chile
Wipro Portugal S.A.(A)
Wipro Technologies Limited,
Russia
Wipro Technology Chile SPA
Wipro Solutions Canada Limited Canada
Wipro Information Technology
Kazakhstan LLP
Wipro Technologies W.T.
Sociedad Anonima
Wipro Outsourcing Services
(Ireland) Limited
Wipro Technologies VZ, C.A.
Wipro Technologies Peru S.A.C
InfoSERVER S.A.
Wipro do Brasil Technologia
Ltda (A)
Ireland
Venezuela
Peru
Brazil
Costa Rica
Kazakhstan
Brazil
Romania
Indonesia
Thailand
Bahrain
Sultanate of
Oman
Iraq
Germany
Cellent Mittelstandsberatung
GmbH
Cellent Gmbh (A)
Germany
Austria
Singapore
China
Malaysia
China
India
India
Bangladesh
* 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 Co. Limited and 74% of the equity securities of Wipro Airport IT Services Limited and 55%
of the equity securities of Women’s Business Park Technologies Limited are held by Wipro Arabia Co. 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.
302
Consolidated Financial Statements Under IFRSWipro Limited
The Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’, ‘Wipro SA Broad Based Ownership
Scheme SPV (RF) (PTY) LTD incorporated in South Africa.
(A) Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Digital A/s, Cellent GmbH, HPH
Holdings Corp. and Appirio, Inc. are as follows:
Subsidiaries
Subsidiaries
Subsidiaries
Country of
Incorporation
Wipro Portugal S.A.
Wipro do Brasil Technologia Ltda
Designit A/S
Cellent GmbH
HPH Holdings Corp.
Appirio, Inc.
Wipro Technologies Gmbh
New Logic Technologies SARL
Wipro Do Brasil Sistemetas
De[P]Informatica Ltd
DesignitDenmarkA/S
DesignitMunich GmbH
Designit Oslo A/S
DesignitSwedenAB
Designit T.L.V Ltd.
Designit Tokyo Lt.d
Denextep Spain Digital, S.L
Frontworx
Informationstechnologie
GmbH
HealthPlan Services Insurance
Agency, Inc.
HealthPlan Services, Inc.
Appirio, K.K
Topcoder, Inc.
Appirio Ltd
Designit Colombia S A S
Designit Peru SAC
Appirio Singapore Pte Ltd
Appirio GmbH
Apprio Ltd (UK)
Portugal
Germany
France
Brazil
Brazil
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
Colombia
Peru
Austria
Austria
USA
USA
USA
USA
Japan
USA
Ireland
Germany
U.K.
Singapore
As of March 31, 2018, the Company held 43.7% interest in Drivestream Inc and 33.3% interest in Demin Group LLC,
accounted for using the equity method.
303
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 Country of incorporation
India
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
Executive Chairman and Managing Director
Executive Vice Chairman(6)
Chief Executive Officer and Executive Director(4)
Non-Executive Director
Non-Executive Director
Non-Executive Director(7)
Non-Executive Director
Non-Executive Director
Non-Executive Director(3)
Non-Executive Director
Executive Director and Chief Strategy Officer(1)
Chief Financial Officer(2)
Non-Executive Director(5)
Non-Executive Director(5)
The list of controlled trusts are:
Name of entity
Wipro Equity Reward Trust
Wipro Inc. Benefit Trust
Wipro Foundation
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
Dr.Ashok Ganguly
Narayanan Vaghul
Dr.Jagdish N Sheth
William Arthur Owens
M.K. Sharma
Vyomesh Joshi
Ireena Vittal
Rishad Azim Premji
Jatin Pravinchandra Dalal
Dr. Patrick J. Ennis
Patrick Dupuis
(1) Effective May 1, 2015
(2) Effective April 1, 2015
(3) Up to July19, 2016.
(4) Effective February 1, 2016
(5) Effective April 1, 2016
(6) Up to January 31, 2017
(7) Up to July 18, 2016.
Relatives of key management personnel:
- Yasmeen H. Premji
- Tariq Azim Premji
304
Consolidated Financial Statements Under IFRSWipro Limited The Company has the following related party transactions:
Transaction / balances
Sales of goods and services
Assets purchased
Dividend
Buyback of shares
Rental Income
Rent Paid
Others
Key management personnel *
Remuneration and short-term benefits
Other benefits
Balance as at the year end
Receivables
Payables
Entities controlled by Directors
2017
2016
2018
Key Management Personnel
2017
2016
2018
240
231
20,559
-
36
22
43
-
-
137
225
114
106
5,087
19,638
43
8
93
136
290
3,171
63,745
42
7
31
-
-
76
22
-
-
39
57
-
-
1,147
-
-
6
-
273
135
-
37
-
-
287
2
-
6
-
231
156
-
27
-
-
191
^
-
6
-
248
130
-
55
Further investment in associates during the year ` Nil and ` 261 as at March 31, 2017 and 2018, respectively.
^ Value is less than ` 1
* Post employment benefit comprising compensated absences is not disclosed as this 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. Other benefits include share based compensation ` 126, ` 148 and ` 124 as at March 31,
2016, 2017 and 2018, respectively.
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 ` 5,184 and ` 5,953 and ` 6,236 for the year ended
March 2016, 2017 and 2018, respectively.
Details of contractual payments under non-cancelable
leases are given below:
Not later than one year
Later than one year but not later
five years
Later than five years
As at March 31,
2017
` 5,040
2018
` 6,186
12,976
2,760
` 20,776
12,470
2,354
` 21,010
Capital commitments: As at March 31, 2017 and 2018, the
Company had committed to spend approximately ` 12,238
and ` 13,091 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 and 2018, 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
and ` 21,546, 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 Bengaluru. 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 Honorable 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.
305
Consolidated Financial Statements Under IFRSAnnual Report 2017-18
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
final assessment order in November 2017 with a proposed
demand of ` 3,286 (including interest of ` 1,166), arising
primarily on account of section 10AA issues with respect
to exclusion from Export Turnover. The Company has filed
an appeal before Honorable ITAT, Bengaluru within the
prescribed timelines.
For year ended March 31, 2014 the Company received the
draft assessment order in January 2018 with a proposed
demand of ` 8,701 (including interest of ` 2,700), arising
primarily on account of section 10AA issues with respect
to exclusion from Export Turnover. The Company has filed
the appeal before DRP.
Income tax claims against the Company (excluding
interest) amounting to ` 55,942 and ` 64,643 have not
been acknowledged as debt as at March 31, 2017 and
2018, respectively. Interest, if these claims sustain on
ultimate resolution, amounted to ` 36,797 as at March 31,
2018. These matters are pending before various Appellate
Authorities and the management expects its position will
likely be upheld on ultimate resolution and will not have
a material adverse effect on the Company’s financial
position and results of operations.
The contingent liability in respect of disputed demands
for excise duty, custom duty, sales tax and other matters
against the Company (excluding interest) amounting to
` 2,585 and ` 5,826 are not acknowledged as debt as at
March 31, 2017 and March 31, 2018, respectively. Interest,
if these claims sustain on ultimate resolution amounted
to ` 1,919 as at March 31, 2018. 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.
In December 2017, National Grid filed a legal claim against
the Company in U.S. District Court of the Eastern District
of New York seeking damages amounting to $140 (` 9,124)
plus additional costs related to an ERP implementation
project that was completed in 2014. The Company expects
to defend itself against the claim and believes that the
claim will not sustain.
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 & 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 “Finance and other Income” in the
consolidated 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.
306
Consolidated Financial Statements Under IFRSWipro Limited Information on reportable segment for the year ended March 31, 2016 is as follows:
BFSI
HLS
CBU
IT Services
ENU
MNT
COMM Total
IT
Products
Reconciling
Items
Total
Revenue
Segment Result
Unallocated
Segment Result Total
Finance expense
Finance and other
income
Profit before tax
Income tax expense
Profit for the year
Depreciation and
amortization
128,147 58,358 79,514 70,866 113,422 37,009 487,316 29,722
27,902 12,009 13,590 13,475 24,223 5,990 97,189 (1,007)
1,064
98,253 (1,007)
-
(731)
(386)
-
(386)
516,307
95,796
1,064
96,860
(5,378)
23,451
114,933
(25,366)
89,567
14,965
Information on reportable segment for the year ended March 31, 2017 is as follows:
HLS
CBU
BFSI
IT Services
ENU
135,967 82,242 83,417 68,883 119,175 38,756 528,440
4,082
6,149 92,934
(951)
96,065
-
9,479 14,493 14,421 23,453
-
24,939
COMM Total
MNT
-
-
-
-
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 year
Depreciation and
amortization
Information on reportable segment for the year ended March 31, 2018 is as follows:
IT Services
ENU
148,062 74,177 83,762 68,427 120,272 33,710 528,410
COMM Total
MNT
BFSI
CBU
HLS
IT
Products
25,922
-
(1,680)
-
(1,680)
Reconciling
Items
Total
-
(506)
-
(506)
(183) 554,179
4,082
90,748
(951)
93,879
(5,942)
22,419
110,356
(25,213)
85,143
23,107
IT
Products
Reconciling
Items
Total
17,998
(49) 546,359
Revenue
Segment Result
Unallocated
Segment Result Total
Finance expense
Finance and other
income
Share of profit/(loss) of
equity accounted
investee
Profit before tax
Income tax expense
Profit for the year
Depreciation and
amortization
24,626
9,620 13,060
8,060 21,742
3,158 80,266
3,347
83,613
362
-
362
319
-
319
80,947
3,347
84,294
(5,830)
23,999
11
102,474
(22,390)
80,084
21,124
307
Consolidated Financial Statements Under IFRSAnnual Report 2017-18 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
2017
Year ended March 31,
2016
` 51,371
258,615
126,417
79,904
2018
` 46,555 ` 43,099
290,719
283,515
133,909
138,597
82,996
81,148
` 516,307 ` 554,179 ` 546,359
* Substantially related to operations in the United States
of America.
No customer individually accounted for more than 10%
of the revenues during the year ended March 31, 2016,
2017 and 2018.
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.
Notes:
a)
“Reconciling items” includes elimination of inter-
segment transactions and other corporate activities.
b) Revenue from sale of traded cloud based licenses is
reported as part of IT Services revenues.
c) 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 consolidated statement of
income).
e)
d) 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.
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.
Segment results for ENU and COMM industry vertical
for year ended March 31, 2018 is after considering
the impact of provision by ` 3,175 and ` 1,437 for
impairment of receivables and deferred contract
costs (Refer Note 21).
f)
g) Segment results of HLS industry vertical for the year
ended March 31, 2017 and 2018, is after considering
the impact of impairment charge recorded on certain
intangible assets recognized on acquisition (Refer
Note 5).
h) 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.
308
i)
Operating income of segments is after recognition of
stock compensation expense arising from the grant
of options:
IT Services
IT Products
Reconciling items
Year ended March 31,
2016
` 1,424
2
108
` 1,534
2017
` 1,550
4
188
` 1,742
2018
` 1,402
3
(58)
` 1,347
31. Bank balance
Details of balance with banks as of March 31, 2018 are
as follows:
Total
4,907
-
53
232
517
100
1,400
706
12
331
-
192
192
156
135
66
65
56
1,134
902
3,323
4,500
4,216
3,845
2,150
1,651
-
-
602
-
292
-
-
-
-
-
-
3
-
36
In
In
Current
Deposit
Account
Account
` 12,144 ` 1,007 ` 13,151
8,230
4,500
4,269
4,077
2,667
1,751
1,400
706
614
331
292
192
192
156
135
66
65
59
1,134
938
` 23,300 ` 21,625 ` 44,925
Citi Bank
HSBC
Deutsche Bank
Yes Bank
ANZ Bank
HDFC Bank
Saudi British Bank
Wells Fargo Bank
Standard Chartered Bank
ICICI Bank
Silicon Valley Bank
IOB
Unicredit Bank Austria AG
Bank of Montreal
BNP Paribas
Kreissparkasse
RABO Bank
State Bank of India
Bradesco S.A
Funds in Transit
Other
Total
32. Assets held for sale
During the year ended March 31, 2018, the Company has
signed a definitive agreement to divest its hosted data
center services business to Ensono Holdings, LLC and its
affiliates (Ensono Group). The sale is expected to conclude
during the quarter ended June 30, 2018.
Further on April 5, 2018, the Company has reduced its
equity holding from 74% to 11% in Wipro Airport IT Services
Limited.
These disposal groups do not constitute a major
component of the Company and hence are not classified
as discontinued operations.
The assets and liabilities associated with these
transactions are classified as assets held for sale and
liabilities directly associated with assets held for sale
amounting to ` 27,201 and ` 6,212 respectively. Foreign
currency translation reserve includes ` 2,907 directly
associated with assets held for sale.
Consolidated Financial Statements Under IFRSWipro Limited
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
Bengaluru - 560 035
Karnataka, India
4. Website
www.wipro.com
5. E-mail id
sustain.report@wipro.com
6. Financial Year reported
April 1, 2017 to March 31, 2018 (FY 2017-18)
7.
Sector(s) that the Company is engaged in (industrial
activity code-wise)
IT Software, Services and related activities
NIC Code-620
8.
List three key products/services that the Company
manufactures/provides (as in balance sheet)
Please refer pages from 19 to 22 of this Annual Report
9.
Total number of locations where business activity
is undertaken by the Company
i.
Number of International Locations (Provide
details of major 5)
162 locations (including data centers)
Please refer complete list of locations available
on the Company’s website at www.wipro.com.
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 29 of this Annual Report.
Section B: Financial Details of the Company
1. Paid up Capital
As at March 31, 2018, the paid up equity share capital
of the Company stood at 9,04,75,68,982 consisting of
4,52,37,84,491 equity shares of ` 2 each.
2. Total Turnover
For the financial year 2017-18, the total turnover of
the Company on a consolidated basis was ` 5,44,871
million.
3. Total profit after taxes
For the financial year 2017-18, the net profit of the
Company on a consolidated basis was ` 80,031
million.
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 pages from 78 to 81 of this
Annual Report.
5.
List of activities in which expenditure in 4 above
has been incurred:-
Please refer to Corporate Social Responsibility
Report for the year on pages from 78 to 81 of this
Annual Report.
309
Annual Report 2017-18
Section C: Other Details
1.
Does the Company have any Subsidiary Company/
Companies?
The Company has 91 subsidiaries as on March 31,
2018. Please refer the complete list on pages from
173 to 176 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
responsible
the Director
implementation of the BR policy/policies
for
The “Board Governance, Nomination and
Compensation Committee” is responsible for the
implementation of the CSR policy. Please refer
pages from 107 to 108 of this Annual Report.
b) Details of the BR head
DIN (if applicable) Not applicable
Anurag Behar
Name
Chief Sustainability Officer
Designation
080 28440011
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 https://
www.wipro.com/content/dam/nexus/en/
investor/corporate-governance/policies-
and-guidelines/ethical-guidelines/code-
of-business-conduct-and-ethics.pdf.
310
•
•
•
•
•
•
•
Principle 2: Yes. Our Policy on Ecological
Sustainability is available at https://
www.wipro.com/content/dam/nexus/
e n /s u s t a i n a b i l i t y / p d f /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
https://www.wipro.com/content/dam/
nexus/en/sustainability/pdf/health-and-
safety-policy.pdf.
Principle 4: Yes. Policy on Corporate Social
Responsibility is available at http://wipro.
org/wp-content/uploads/2015/02/policy-
on-corporate-social-responsibility-2015.
pdf.
Principle 5: Yes. Wipro’s COBC addresses
principles of Human Rights as per the
principles of the UN Global Compact and
is available at https://www.wipro.com/
content/dam/nexus/en/sustainability/
pdf/Human-Rights-Policy.pdf.
Principle 6: Yes. Our Policy on Ecological
Sustainability.
Principle 7: There is no distinct policy on
public advocacy. However, refer to human
capital (page 33 to 38), natural capital
(page 47) and social capital (page 40 to
46) for our engagements through various
organizations on material issues.
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.
•
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 r e i n c o m p l i a n c e w i t h G e n e r a l l y
Accepted Accounting Principles (GAAP)
and International Financial Reporting
Standards (IFRS).
Wipro Limited
•
•
•
•
•
•
•
•
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.
Principle 4: Yes, This report is assured
Initiative
against Global Reporting
(GRI),
TCFD
recommendations.
guidelines
IIRC
and
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 UNGC Communication
on 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: Yes. 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: Yes. The Policy on Corporate
Social Responsibility is approved by the
Board.
Principle 9: Yes. 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
initiatives
implementation of policies and
related
to CSR. https://www.wipro.com/
c o n t e n t /d a m /n e x u s /e n /s u s t a i n a b i l i t y /
p d f / 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.
f)
Indicate the link for the policy to be viewed
online.
COBC-
https://www.wipro.com/content/dam/nexus/
en/investor/corporate-governance/policies-
and-guidelines/ethical-guidelines/code-of-
business-conduct-and-ethics.pdf.
Policy on Health and Safety-
https://www.wipro.com/content/dam/nexus/
en/sustainability/pdf/health-and-safety-policy.
pdf.
Policy on Ecological Sustainability-
https://www.wipro.com/content/dam/nexus/
en/sustainability/pdf/ecological-sustainability-
policy.pdf.
311
Annual Report 2017-18
Policy on Corporate Social Responsibility-
j)
http://wipro.org/wp-content/uploads/2015/02/
policy-on-corporate-social-responsibility-2015.
pdf.
Policy on Human Rights-
https://www.wipro.com/content/dam/nexus/
en/sustainability/pdf/Human-Rights-Policy.
pdf.
GRI Report 2016-17
http://wiprosustainabilityreport.com/16-17/.
g)
Has the policy been formally communicated to
all relevant internal and external stakeholders?
the policies have been
formally
Yes,
communicated
internal and external
stakeholders. They are available online for all
stakeholders to refer to in the above mentioned
links.
to
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 and government
relations group oversees the public policy
initiatives.
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.
Investors provide
and
through media,
regular
Analyst
feedback
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.
for
Customers have multiple channels
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.
312
Has the Company carried out independent
audit/evaluation of the working of this policy
by an internal or external agency
This report is assured against BRR, Global
Reporting Initiative (GRI) standard and IIRC
guidelines by independent assurance provider
DNV GL. Refer to pages from 316 to 318 of the
Annual Report for Assurance Statement.
Internal Audit Function: The internal audit
function carries out 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 9 NVG principles. We also publish an annual
Sustainability Report.
https://www.wipro.com/sustainability.
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 25 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
includes cloud based services,
consulting
Wipro Limited
of
Internet
services,
managed
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, helping enhance
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 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 hazardous
emissions, efficiently manage water
and waste, improve occupational Health
Safety, process and asset safety, and
reduce risks to employees, proximate
communities and environment.
2)
The natural capital valuation study
(page 47) and the green initiatives in ICT
hardware procurement cover initiatives
across the value chain.
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 52,000 EPEAT registered
electronic products in FY 2017-18.
Please refer pages from 41 to 42 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.
Please refer pages from 41 to 42 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 54 of this Annual Report.
Principle 3
3.1 Please indicate the Total number of employees.
Please refer page 4 of this Annual Report.
3.2 Please indicate the Total number of employees
hired on temporary/contractual/casual basis.
Please refer page 4 of this Annual Report.
3.3 Please indicate the Number of permanent
women employees.
Please refer page 4 of this Annual Report.
3.4 Please indicate the Number of permanent
employees with disabilities
Please refer page 4 of this Annual Report.
3.5 Do you have an employee association that is
recognized by management?
Please refer page 38 of this Annual Report.
3.6 What percentage of your permanent employees
are members of this recognized employee
association?
Please refer to page 38 of this Annual report.
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 25 of this Annual Report.
Also refer to http://wiprosustainabilityreport.
com/17-18/AR-supportings/the_ombuds.
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
313
Annual Report 2017-18
3. Casual/Temporary/Contractual Employees
6.3 Does the Company
identify and assess
4. Employees with Disabilities
Safety training is provided to 100% of the
employees.
For information on skill up-gradation training,
please refer pages from 34 to 35 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?
Please refer to page 40 to 41 of this report.
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 45 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?
None.
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. Please refer to page 49 of this report.
https://www.wipro.com/annual-reports.
314
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
energy
efficiency, renewable energy, etc? Yes/No. If
yes, please give hyperlink for the web page, etc.
technology,
on–clean
Yes. Please refer to page 49 of this report.
https://www.wipro.com/annual-reports.
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.
We are members of industry and business
forums in countries where we have significant
operations. NASSCOM (National Association
of Software and Service Companies), U.S.
Chamber of Commerce and OFII (Organization
for International Investments) are the top three
by financial contribution.
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).
Yes. Through Industry forums and networks
in India, we work on a range of issues related
to sustainability and community aspects
Wipro Limited
- including energy, water, green buildings,
biodiversity, waste management among others.
We also support industries position for free
movement of labor.
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 pages 45 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 pages 4, 45 and 46 of this Annual
Report.
8.5 Have you taken steps to ensure that this
community
is
development
successfully adopted by the community?
Please explain in 50 words or so.
initiative
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 pages 45 and 46
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 pages from 40 to 41 of this Annual
Report.
315
Annual Report 2017-18
Independent Assurance Statement
Scope and Approach
DNV GL Business Assurance India Private Limited has
been commissioned by the management of Wipro Limited
(‘Wipro’ or ‘the Company’, Corporate Identity Number
L32102KA1945PLC020800) to carry out an independent
assurance engagement on the non-financial - qualitative
and quantitative information (sustainability performance)
in its Annual Report 2017-18 (‘the Report’) in printed
format and references to the Company’s website, for the
financial year ending 31st March, 2018.
The sustainability performance is presented based on an
internal materiality determination exercise carried out
by the Company covering Wipro’s operations in India and
other geo locations, and considering the key requirements
of:
-
-
-
The International Integrated Reporting Council’s
(IIRC’s) Framework;
The Global Reporting Initiative (GRI) Sustainability
Reporting Standards 2016 (‘GRI Standards’)
the principles of the National Voluntary Guidelines
(NVG) and Securities and Exchange Board of India’s
(SEBI’s) requirements with respect to Business
Responsibility Reporting (BRR) vide circular No. CIR/
CFD/DIL/8/2012 dated August 13, 2012.
The Report brings out the scope and boundaries of
sustainability performance disclosures in the Section
‘Overview of Integrated Report’ for the identified capitals
i.e. Financial, Intellectual, Human, Social and Relationship,
and Natural - hereafter referred to as ‘Capitals’.
We performed a limited level of assurance based on our
assurance methodology VeriSustainTM(1), which is based
on our professional experience, international assurance
best practices including International Standard on
Assurance Engagements 3000 (ISAE 3000) Revised* and
GRI Guidelines. Our assurance engagement was planned
and carried out during April 2018 – June 2018.
The intended user of this Assurance Statement is the
Management of Wipro. We disclaim any liability or
responsibility to a third party for decisions, whether
investment or otherwise, based on this Assurance
Statement.
Responsibilities of the Management of Wipro and of the
Assurance Providers
The Management of Wipro has the sole responsibility
for the preparation of the Report and are responsible
for all information disclosed in the Report as well as the
processes for collecting, analysing and reporting the
information presented in both the printed and web-based
versions of the Report. Wipro is also responsible for the
maintenance and integrity of its website. In performing this
assurance work, our responsibility is to the Management;
however,this statement represents our independent
opinion and is intended to inform the outcome of the
assurance to the stakeholders of the Company.
We provide a range of other services to Wipro, none of
which in our opinion, constitute a conflict of interest with
this assurance work. Our assurance engagements are
based on the assumption that the data and information
provided by the client 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. We expressly
disclaim any liability or co-responsibility for any decision
a person or an entity may make based on this Assurance
Statement.
Basis of our Opinion
We planned and performed our work to obtain the
evidence considered necessary to provide a basis for
our assurance opinion, and as part of the assurance,a
multi-disciplinary team of sustainability and assurance
specialists performed work at Wipro’s Corporate Office
and sample operations and supply chain partners in India.
(1) The VeriSustain protocol is available on www.dnvgl.com
* Assurance Engagements other than Audits or Reviews of Historical Financial Information.
316
Wipro Limited We undertook the following activities:
•
•
•
•
•
•
Review of Wipro’s approach to identification of key
capitals, the processes of stakeholder engagement
and materiality determination, and its outcome as
brought out in this Report. We did not have any direct
engagement with external stakeholders;
Interviews with selected senior managers responsible
for management of sustainability issues and review
of selected evidence to support issues disclosed
in the Report. We were free to choose interviewees
and interviewed those with overall responsibility to
deliver the Company’s sustainability objectives;
Site visits to sample locations of the Company: (i)
Electronic City (EC) -1, -2, and -3, Bengaluru; (ii)
Chennai Development Centre (CDC) -2 and -5; (iii)
Wipro - Airoli, Mumbai, and Pune Development
Centre (PDC) -2, to review processes and systems
for preparing site level sustainability data and
implementation of sustainability strategy. We were
free to choose sites for conducting assessments;
Review of supporting evidence for key claims and
data in the Report;
Review of the processes for gathering and
consolidating the performance data related to the
chosen GRI Standards;
Verification of the data consolidation of reported
performance disclosures in context to the Principle
of Completeness as per VeriSustain for a limited
level of verification; An independent review of Wipro’s
reporting against its Business Responsibility Report
for the year 2017-18 covering requirements under
Section ‘a’ to ‘e’.
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.
Opinion
On the basis of the verification undertaken, nothing
has come to our attention to suggest that the Report
does not properly describe the following sustainability
disclosures, i.e. disclosure requirements as set out by
SEBI for Business Responsibility Reporting and the
framework including the following GRI Standards:
−
GRI 201: Economic Performance 2016 – 201-1, 201-2,
201-3, 201-4;
− GRI 204: Procurement Practices 2016 – 204-1;
− GRI 205: Anti-corruption 2016 – 205-1, 205-2, 205-3;
−
GRI 302: Energy 2016 – 302-1, 302-2, 302-3, 302-4,
302-5;
− GRI 303: Water 2016 – 303-1, 303-2, 303-3;
−
−
GRI 305: Emissions 2016 – 305-1, 305-2, 305-3, 305-
4, 305-4, 305-5, 305-6, 305-7;
GRI 306: Effluents and Waste 2016 – 306-1, 306-2,
306-3;
− GRI 307: Environmental Compliance 2016 – 307-1;
−
GRI 308: Supplier Environmental Assessment 2016
– 308-1, 308-2;
− GRI 401: Employment 2016 – 401-1, 401-2;
−
GRI 403: Occupational Health and Safety 2016 – 403-
1, 403-2, 403-4;
− GRI 406: Non-discrimination 2016 – 406-1;
−
GRI 407: Freedom of Association and Collective
Bargaining – 407-1;
− GRI 413: Local Communities 2016 – 413-1, 413-2;
− GRI 414: Supplier Social Assessment 2016 – 414-1 ;
− GRI 418: Customer Privacy 2016 – 418-1;
− GRI 419: Socioeconomic Compliance 2016 – 419-1.
Observations
Without affecting our assurance opinion, we provide
the following observations against the principles of
Verisustain:
Materiality
The process of determining the issues that is most relevant
to an organization and its stakeholders.
The Report brings out identified material topics on the
basis of an internal materiality determination exercise, as
well as through benchmarking with peers, sustainability
rating agencies and applicable sustainability reporting
frameworks. The Company also considers key concerns
arising from its stakeholder engagement processes to
be key inputs for its materiality determination exercise.
Nothing has come to our attention to suggest that the
Report does not meet the requirements related to the
Principle of Materiality.
317
Annual Report 2017-18 Stakeholder Inclusiveness
The participation of stakeholders in developing and
achieving an accountable and strategic response to
Sustainability.
Wipro has formal and informal processes in place for
stakeholder engagement, and responses to key concerns
are brought out in the Report through descriptions of
appropriate strategies. Nothing has come to our attention
to suggest that the Report does not meet the requirements
related to the Principle of Stakeholder Inclusiveness.
Responsiveness
The extent to which an organization responds to stakeholder
issues.
The Report brings out Wipro’s feedback and responses on
key concerns, expectations and issues raised by its key
stakeholders through its policies, strategies, management
systems and governance mechanisms that the Company
has established. Further, the Report brings out responses
to issues and topics identified as material, including plans
towards value creation across identified Capitals in a
coherent manner. On the basis of review of the Report,
nothing has come to our attention to suggest that the
responses related to identified material topics are not
adequately represented in the Report.
Reliability
The accuracy and comparability of information presented
in the report, as well as the quality of underlying data
management systems.
The majority of data and information verified at Corporate
Office and at sample locations visited by us were
found to be fairly accurate and reliable. Some of the
data inaccuracies identified during the verification
process were found to be attributable to transcription,
interpretation and aggregation errors and the errors have
been corrected. It is suggested that Wipro may implement
appropriate tools for sustainability data management with
a process of change management and internal reviews
and validation to further strengthen the reliability of its
performance disclosures.
Completeness
How much of all the information that has been identified
as material to the organisation and its stakeholders is
reported?
The Report brings out Wipro’s Economic, Environmental
and Social performance through topics it has identified
as material, and uses appropriate GRI Standards to
disclose its performance on these topics. Further the
business models and value creation strategies across
Wipro’s identified Capitals are adequately brought out
within the Report in line with key requirements of the
framework. On the basis of review of the Report,nothing
has come to our attention to suggest that the Report does
not meet the Principle of Completeness with respect to
scope, boundary and time.
Neutrality
The extent to which a report provides a balanced account of
an organization’s performance, delivered in a neutral tone.
The disclosures related to sustainability performance and
issues are presented in a neutral tone, in terms of content
and presentation, along with key concerns and challenges
faced during the period.
For DNV GL Business Assurance India Private Limited
Vadakepatth Nandkumar
Lead Verifier
Head – Regional Sustainability Services
DNV GL Business Assurance India Private
Limited, India.
14th June, 2018, Bengaluru, India.
Kiran Radhakrishnan
Verifier
DNV GL Business Assurance India Private
Limited, India.
Prasun Kundu
Assurance Reviewer
DNV GL Business Assurance India Private
Limited, India.
DNV GL Business Assurance India(Private) Limitedis part of DNV GL – Business Assurance, a global provider of certification, verification, assessment
and training services, helping customers to build sustainable business performance. www.dnvgl.com
318
Wipro Limited Glossary
Abbreviations from Annual Report FY15-16
Sl.
No
1
2
3
4
5
6
7
Abbreviation Expansion
Abbreviation Expansion
Sl.
No
A&D
AAS
ADM
ADR
AI
APAC
ASEAN
Aerospace &Defence
As A Service
Application Development & Maintenance
American Depository Receipt
Artificial Intelligence
Asia Pacific
36 CTI
37 CTO
38 CXO
39 D&I
40 DIN
41 DJSI
Computer Telephony Interface
Chief Technology Officer
Chief Executive’s Office
Diversity & Inclusion
Director Identification Number
Dow Jones Sustainability Index
Association of Southeast Asian Nations
42 E-City
Electronic City
8 BBBEE
9 BCMS
10 BCSD
11 BFSI
12 BI
Broad-Based Black Economic
Empowerment
Business Continuity Management System
B u s i n e s s C o u n c i l fo r S u s t a i n a b l e
Development
Banking, Financial Services & Insurance
Business Intelligence
13 BPaaS
Business Process as a Service
14 BPO
15 BPS
16 BPS
17 BSE
Business Process Outsourcing
Business Process Services
Basis Point
Bombay Stock Exchange
18 C(S)PCB
Central(State) Pollution Control Board
43 ENU
44 EPI
45 EPS
46 ESD
47 ESG
48 ESOP
49 ETRM
50 FAR
51 FCTR
52 FICCI
53 FII
54 FPP
Energy, Natural Resources and Utilities
Energy Performance Indicator
Earning Per Share
Enterprise and Supplier Development
Environmental, Social and Governance
Employee Stock Option
Energy Trading and Risk Management
Floor Area
Foreign Currency Translation Reserve
Federation of Indian Chambers of
Commerce and Industry
Financial Institutional Investor
Fixed Price Projects
19 CAG
20 CAGR
21 CBU
22 CDLI
23 CEM
24 CEO
25 CEP
26 CFO
27 CGU
28 CII
29 CIN
30 CMSP
31 COBC
32 COSO
33 CSAT
34 CSPs
35 CSR
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
Organisation
Customer Satisfaction
Communication Service Providers
Corporate Social Responsibility
55 GAAP
Generally Accepted Accounting Principles
56 GHG
57 GIS
58 GMT
59 GRI
60 GTM
61 HLS
62 HoDs
63 HPS
64 HSSE
65 HUF
66 IAAS
67 IAS
68 IASB
69 IBBI
70 ICM
Green House Gases
Global Infrastructure Services
Global Media and Telecom
Global Reporting Initiative
Go-To-Market
Healthcare and Life Sciences
Heads of the Departments
Health Plan Services
Health, Safety, Security and Environment
Hindu Undivided Family
Infrastructure as a Service
International Accounting Standard
International Accounting Standards Board
Biodiversity Initiative
International Care Ministries
71 IFRIC
IFRS Interpretations Committee
319
Annual Report 2017-18 Abbreviation Expansion
Sl.
No
Abbreviation Expansion
Sl.
No
72 IFRS
73 IIM
74 IIRC
75 IoE
76 IoT
77 IP
78 ISSG
79 IT
International Financial Reporting
Standards
Indian Institute of Management
International Integrated Reporting
Council
Internet of Everything
Internet of Things
Intellectual Property
Integrated Services and Solutions Group
Information Technology
80 IT-BPM
Information Technology- Business
Process Management
81 ITES
82 IUCN
83 JAC
84 KMP
Information Technology Enabled Services
International Union of Conservation
Networks
Joint Audit Consortium
Key Managerial Personnel
85 KSWN
Karnataka State Water Network
86 LAN
Local Area Network
87 LATAM
Latin America
88 LED
89 LEED
Light Emitting Diode
Leadership in Energy and Environmental
Designs
90 LIBOR
London Inter Bank Offered Rate
91 LTV
92 M2M
93 MCA
94 MFG
95 ML
96
MRE
Life time value
Machine to Machine
Ministry of Corporate Affairs
Manufacturing and Technology
Machine Learning
Median Remuneration of Employees
97 MTLCs
Mission10X Technology Learning centers
98 NASSCOM
National Association of Software and
Services Companies
Non Banking Financial Company
Natural Capital Coalition
Next Gen Customer Experience
NASSCOM Industry Partner Program
Non-resident Indian
National Stock Exchange
Natural User Interface
111 PaaS
112 PES
113 PGWM
114 POC
115 PSCI
116 PwD
117 RBAG
118 RCTG
119 REC
120 RMA
121 RPA
122 RPT
123 RSU
124 SaaS
125 SAIC
126 SD
127 SDX
Platform as a Service
Product Engineering Services Group
Participatory Ground Water Mapping
Program
Proof of Concepts
Pharmaceutical Supply Chain Initiative
Persons with Disability
Red Bison Advisory Group
Retail, Consumer, Transport and
Government
Renewable Energy Certificate
Revolution in Military Affairs
Robotic process automation
Related Party Transactions
Restricted Stock Unit
Software as a Service
Science Applications International
Corporation
Skills Development
Software Defined Everything
128 SEBI
Securities and Exchange Board of India
129 SEC
130 SED
131 SEF
132 SERII
133 SEZ
134 SI
135 STP
136 T&D
137 T&M
Securities and Exchange Commission, USA
Socio-Economic Development
Science Education Fellowship
Solar Energy Research Institute for India
and the United States
Special Economic Zones
System Integrator
Sewage Treatment Plants
Transmission and Distribution
Time and Material
138 UNPRI
UN Principle of Responsible Investing
139 USSEF
140 VoC
141 WASE
142 WATIS
143 WEP
United States Science Education
Fellowship
Voice of Customer
Wipro Academy of Software Excellence
Wipro Applying Thought in Schools
Women’s Empowerment Principles
144 WiSTA
Wipro Software Technology Academy
National Voluntary Guidelines
145 WOW
Women of Wipro
New York Stock Exchange
Operational Control Procedures
Original Equipment Manufacturer
Organic Waste Converters
146 WRI
147 WTD
148 WTT
World Resource Institute
Whole Time Director
Well To Tank
149 WWF
World Wildlife Fund
99 NBFC
100 NCC
101 NGCE
102 NIPP
103 NRI
104 NSE
105 NUI
106 NVGs
107 NYSE
108 OCP
109 OEM
110 OWC
320
Wipro Limited
Index
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
Deloitte Haskins & Sells LLP
Auditors- IFRS
Deloitte Haskins & Sells LLP
Company Secretary
M Sanaulla Khan
Depository for American
Depository Shares
J.P. Morgan Chase Bank N.A.
Registrar and Share Transfer
Agents
Karvy Computershare Pvt. Ltd.
Registered & Corporate Office
Wipro Limited
Doddakannelli, Sarjapur Road
Bengaluru – 560 035, India
Ph: +91 (80) 28440011
Fax: +91 (80) 28440054
Website: wipro.com
Overview of the report
01
Corporate Governance Report
101
About Wipro
Be Transformed
02
Financial Statements
Standalone Financial Statements under Ind AS
120
Key performance highlights
Consolidated Financial Statements under Ind AS
183
Sustainability highlights
Consolidated Financial Statements under IFRS
254
Chairman’s letter to the stakeholders
08
Business Responsibility Report
CEO’s letter to the stakeholders
10
Glossary
309
319
03
04
06
12
14
14
14
15
19
23
25
26
33
39
40
47
56
Board of Directors
Management discussion and analysis
Industry Overview
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
Board’s Report
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.
Be Transformed
Annual Report
2017-18
Wipro Limited
Doddakannelli, Sarjapur Road, Bengaluru - 560035, India
CIN: L32102KA1945PLC020800 | Email: info@wipro.com
wipro.com