Empowering
Resilience
Annual Report 2019-20
Wipro Limited
Index
Corporate Overview
Overview of the Report
About Wipro
Empowering Resilience
Resilience meets crisis
Financial Highlights
Key Performance Metrics
Sustainability Highlights
Chairman’s Letter
Board of Directors
Leadership Speak
01
02
04
06
08
10
12
16
20
22
Management & Board Reports
Management Discussion and Analysis
Industry Overview
Business Overview
Our Business Strategy
Operating Segment Overview
Good Governance and Management Practices
Capitals and Value Creation
Financial Capital
Human Capital
Intellectual Capital
Social & Relationship Capital
Natural Capital
Board’s Report
Corporate Governance Report
Financial Statements
Standalone Financial Statements under Ind AS
Consolidated Financial Statements under Ind AS
Consolidated Financial Statements under IFRS
Business Responsibility Report
Glossary
26
26
28
31
36
39
43
53
56
58
63
69
115
137
207
279
336
343
Cautionary Statement Regarding Forward-Looking Statement
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
Empowering
Resilience
Annual Report 2019-20
Wipro Limited
Welcome to our 5th Integrated Report!
This is our fifth Annual Report which includes financial and
non-financial performance of IT business is and aligned to
principles of International Integrated Reporting Framework
(referred to as framework) developed by the International
Integrated Reporting Council (IIRC).
In addition, the 2019-20 annual report
is aligned to
GRI Standards* required by Sustainability Reporting
Guidelines of Global Reporting Initiative (GRI), Sustainability
Accounting Standard Board (SASB), United Nation Global
Compact (UNGC) and Business Responsibility Report (BRR)
requirements of Securities and Exchange Board of India
(SEBI). The Natural Capital section of this report includes
the recommendations set out by the Task Force on Climate-
related Financial Disclosures (TCFD) and CDSB (Climate
Disclosures Standards Board) framework.
The report complies with financial and statutory data
requirements of the Companies Act, 2013 (including the Rules
made thereunder), Accounting Standards, the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Secretarial
Standards.
The topics covered in the report were identified through
materiality determination exercise and
stakeholder
engagement process. The report incorporates financial and
non- financial information – governance, environmental and
social – in a manner that can help stakeholders understand
how a company creates and sustains value over the long term.
**Additional supporting metrics are available at
https://www.wipro.com/investors/annual-reports/
1
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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
fairness
and
honesty
in action.
is about
It
being ethical beyond any
doubt, in the toughest of
circumstances.
About Wipro
Be passionate
about clients’
success
Treat each
person with
respect
Be global and
responsible
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 180,000 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 US.
For more information, please visit www. 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.
passionate
about
Be
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.
with
We treat every human
being
respect.
We nurture an open
where
environment
people are encouraged
to learn, share and grow.
We embrace diversity of
thought, of cultures, and
of people.
are
We will be global in our
thinking and our actions.
responsible
We
the world.
citizens of
We are energized by the
connectedness
deep
ideas,
between people,
communities and
the
environment.
75 Years of
transformation
powered by Values,
People, Purpose
and Innovation
2
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Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements Empowering
Resilience
The world changed in a fortnight. As COVID-19 spread
across communities, homes and affected businesses,
citizens and enterprises alike were forced to rethink how
they engage with one another. The global response has
paved the way to an altered future, one in which business
priorities & conversations have pivoted – maybe for
forever. Enterprises are now worried less about disruptive
technology, and more about how they can leverage
technology to navigate disruption.
Over the years, Wipro has built deep expertise across
industry domains, technologies & delivery models to enable
growth and innovation for our clients. These strategic
decisions have enabled us to meet the needs of changing
markets, and will position us to emerge from the current
climate stronger.
We have partnered with enterprises around the world to
help them chart their paths forward. The adoption of digital
business models will accelerate at an unprecedented pace.
Technology will enable companies to maintain business
continuity and build a foundation for sustainable growth.
And ultimately, it will help our clients, our communities and
our company be more resilient.
Annual Report 2019-20
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Annual Report 2019-20 Our Clients
Our Communities
With traditional businesses interrupted, many clients have
expanded into new market segments and built new business
models with Wipro by their side. We helped a leading group-
purchasing organization develop and launch a new brand and
online marketplace to meet the needs of non-acute healthcare
facilities. As COVID-19 caused a spike in demand for certain
items, the marketplace granted healthcare providers access
to essential products they might not otherwise be able to
procure. While filling this short-term and urgent need, the new
marketplace will also enable the client to serve an untapped
market for years to come.
Meanwhile, two of the world’s largest technology companies
collaborated with Wipro to reimagine their supply-chain
engagements. For one, we developed a new tool so the client
could deliver streamlined and personalized communications
across their global supplier network. For another, we
migrated the functionality of four monolith applications to 39
microservices, reducing the client’s supply-chain maintenance
costs and improving its time to market by 100%. With global
supply chains reeling, these technologies will ensure our clients
can maintain their high quality and respond with greater agility
to future market changes.
Working with Wipro, enterprises have realized that the cloud
is far more than a tool to improve efficiency and reduce costs.
Cloud services play a crucial role across functions and are a
foundation from which to accelerate business transformation.
We helped a multinational food- and drink-processing company
consolidate and migrate its technology landscape from three
regions onto a single hybrid-cloud platform. Without disrupting
its business, the client reduced its IT spends by 25% while
improving its time to market, positioning it to respond with
greater agility to future market changes.
Cybersecurity has long been core in our increasingly digitized
world. As remote work and distributed talent become the norm,
security will be a foundational piece for all sectors and value
chains. A leading UK insurance provider worked with Wipro
on a long-term roadmap to transform its enterprise security
architecture to meet these future demands. By integrating
contextual
intelligence, behavior-based attacker
detection and security automation, the client improved its
overall security and met regulatory requirements while reducing
its vulnerability to cyberattacks, which the World Economic
Forum has labeled one of the top-four global threats.
threat
The Spirit of Wipro underscores our unwavering commitment
to client success. We also fully embrace our responsibility to
be good global citizens. Technology can be a powerful tool for
business, and it can deliver incredible results when leveraged
for the common good.
When the COVID-19 lockdown began, more than 100 million
migrant workers in India who wanted to return home often
struggled for food, shelter and transport. We engaged with a
group of non-governmental organization to rapidly develop and
deploy a platform that connected people in need with assistance
agencies across the country. As of May end, the platform had
enabled support for more than 50,000 requests for help.
Our Company
Evolution is a Wipro hallmark. We will continue to embrace
change to ensure our leadership position in a future that’s still
being defined. Many of our investments will prove critical as our
clients, community and world begin to normalize.
While enterprises and Chief Marketing Officer (CMOs) reimagine
the online and offline customer experience, Wipro’s acquisition
of Rational Interaction thrusts us squarely into the Customer
Experience (CX) conversation. While Artificial Intelligence (AI)
becomes a critical component in forecasting revenue and
discovering cures for disease, our Wipro HOLMESTM cognitive
platform positions us to contribute. And while social distancing
forces a remote-work approach, “Talent as a Service” through
Topcoder and our Agile Anywhere engineering framework make
Wipro an invaluable resource for businesses worldwide.
As society, business and technology changes, some aspects will
remain constant. With the cloud now a staple of modern commerce
and operations, our full-stack offerings and Cloud Studios position
us to continue delivering meaningful solutions and positive
outcomes. With billions of IoT devices now deployed worldwide,
our broad Engineering Services can help clients capitalize on
those connections and their related data. With the definition of
security now expanded beyond physical barriers, our portfolio of
Cyber Defense platforms can help protect enterprises across all
industries, devices, and geographies. And with companies now
seeking powerful yet practical technologies to accelerate their
transformation, Wipro Ventures will continue to bring cutting-edge
solutions directly to our – and our clients’ – doorstep.
Enterprises have responded to the pandemic by taking a
broader view of technology. As we emerge from the current
climate, business leaders – much like governments and
private citizens – will shift from reactive to proactive thinking.
No longer will the focus be on responding to crisis, but on
instilling ways of working and embracing solutions that
empower a resilient future. Wipro is prepared to help forge
that future, one in which everyone thrives: our clients, our
communities and our company.
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Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Resilience
Meets Crisis
When real disruption strikes, talent and technology
alone in today’s digital world can accomplish only
so much. Ingenuity and determination can provide
the spark to overcome insurmountable obstacles
and ensure continuity. As society grappled with
the realities of a locked-down world, the Spirit
of Wipro shone brightly, reflecting our company-
wide commitment to help the clients maintain
continuity and build resilience.
ClIEnT COnTInUITy
CUSTOMER SPEAk
As the COVID-19 lockdowns grounded airlines
worldwide, a large airport had to prudently
shutdown international traffic while handling
cargo planes containing essential supplies. In
just 48 hours, Wipro enabled more than 800
airport employees to work from home with full
access to business-critical applications and
a suite of training resources for their remote-
work system.
COVID-19 has significantly impacted the airport
industry globally. Being the second busiest airport
in North America for international passengers, it is
essential for us to continue the business 24x7. As we
develop and execute our post-COVID-19 strategy, it is
equally important for us to provide confidence to our
passengers that it is safe to fly with us. Technology
plays a major role to enable this while keeping the
airport secure from increased cyber threats. We are
working with our partner Wipro to enable the ‘new-
normal’ for air travel, including contact-less operations,
wearable devices, enhanced e-commerce as well as
online solutions for employees to enable new ways of
working, anytime, anywhere.
– Martin Boyer, Chief Information Officer, Greater
Toronto Airport Authority
Corporate Overview | Management & Board Reports | Financial Statements
CUSTOMER SPEAk
I would like to extend our appreciation for the
outstanding support we have received from Wipro in
the past few weeks. In particular the on-site support
team and the Service Desk in leading by example. Using
a well-worn saying, we are in unprecedented times,
but the staff at Wipro have acted to every request
from employees in a professional and very responsive
manner with a ‘can do’ attitude for which we are most
appreciative.
– General Manager, Information Technology, Large
Australian Utility
CUSTOMER SPEAk
On behalf of ITO, I would like to thank you and your
team for diligently working with us on a [Business
Continuity Plan] during this COVID-19 crisis. Your
efforts in establishing a fully functional work-from-
home status with seamless escalation and user
interaction, all within a very short time, was impressive.
So far we have not seen any impact on services since
the time we invoked BCP on 17th March. Kudos to the
entire team.
– IT Operations Governance Lead
Leading American Video Game Company
CUSTOMER SPEAk
We are grateful and appreciative of your outstanding
work and sense of urgency in successfully launching a
work-at-home workforce during lockdown to ensure
continuity of services to our members and providers.
You have positively impacted the people we serve, and
together we are living our mission to help people live
healthier lives and help make the healthcare system
work better for everyone.
– VP, Global Strategy and Risk Management, Large
US Healthcare Payer
Tales of PERSEVERAnCE
Farhath Banu, a member of Wipro’s DOP-CBU team,
traveled from Hyderabad to her home in Warangal
shortly before the COVID-19
lockdown began.
Farhath’s remote-work environment was uprooted
on May 19, when her home was severely damaged by
Cyclone Amphan. She and her family were unharmed,
taking shelter in a nearby relative’s house – the same
house from which Farhath logged-in to work the very
next day. Kudos to her resilience, commitment and
dedication!
Vishnu Vardhan Reddy, part of Wipro’s Data Domain
Team, traveled 150 KMs from Hyderabad just before
India’s nationwide lockdown began to be at home
with his family. Allocated a desktop, he was initially
unable to work due to a lack of high-speed internet
and poor mobile hotspot coverage. After borrowing
a laptop and using a virtual desktop infrastructure,
he resolved his connectivity issues by leaving each
day at 5am to travel by milk-ferrying vehicle to a
stable equipped with a table and chair. Working from
this makeshift desk, he tolerates blistering heat to
ensure complete customer satisfaction, even if it
requires an extended shift. At 5pm, Vishnu makes
the return trip home via the same milk ferry.
While most Wiproites continue to work from home,
stories like these exemplify our determination to
overcome unprecedented challenges in support
of our clients’ journey to build resilience.
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Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements Financial Highlights
Financial performance
Revenue1
(Figures in ` million except otherwise stated)
2015-16
2016-17
2017-18
2018-19
2019-20
516,307
554,179
546,359
589,060
613,401
Profit before Depreciation, Amortisation, Interest and Tax
111,825
116,986
105,418
119,384
126,592
Depreciation and Amortisation
Profit before Interest and Tax
Profit before Tax
Tax
14,965
23,107
21,124
19,474
20,862
96,860
93,879
84,294
99,910
105,730
114,933
110,356
102,474
115,415
122,512
25,366
25,213
22,390
25,242
24,799
Profit after Tax - attributable to equity holders
89,075
84,895
80,081
90,031
97,218
per share data
Earnings Per Share- Basic(`)2
Earnings Per Share- Diluted(`)2
Financial position
Share Capital
Net Worth
Gross cash (A)
Total Debt (B)
Net Cash (A-B)
13.60
13.57
13.11
13.07
12.64
12.62
14.99
14.95
16.67
16.62
4,941
4,861
9,048
12,068
11,427
467,384
522,695
485,346
570,753
559,333
303,293
344,740
294,019
379,245
334,134
125,221
142,412
138,259
99,467
78,042
178,072
202,328
155,760
279,778
256,092
Property, Plant and Equipment (C)
64,952
69,794
64,443
70,601
81,120
Intangible Assets (D)
15,841
15,922
18,113
13,762
16,362
Property, Plant and Equipment and Intangible Assets (C+D)
80,793
85,716
82,556
84,363
97,482
Goodwill
Net Current Assets
Capital Employed
Shareholding related
Number of Shareholders3
Market Price Per Share (`)4
101,991
125,796
117,584
116,980
131,012
284,264
309,355
292,649
357,556
303,458
592,605
665,107
623,605
670,220
637,375
227,369
241,154
269,694
330,075
511,881
211.6
193.4
210.9
254.8
196.7
1 Revenue is aggregate revenue for the purpose of segment reporting including the impact of exchange rate fluctuations
2 EPS adjusted for the years prior to the bonus issue. Bonus issue in the proportion of 1:3 was approved by shareholders in February 2019
3 Number of shareholders (as at March 31st of respective years) represents holders of equity shares and does not include holders of ADRs
4 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 2019
5
In FY 2019-20, EPS growth is higher than Net profit growth largely due to reduction in number of equity shares due to completion of buyback
8
Annual Report 2019-20 Revenue IT Services ($ million)
IT Services operating margin1
net Income to Turnover2
Fy2018
7,895
Fy2019
8,120
Fy2020
8,256
Fy2018
16.1%
Fy2019
17.9%
Fy2020
18.1%
Fy2018
14.7%
Fy2019
15.3%
Fy2020
15.8%
Operating Cash Flow to EBITDA
Free Cash Flow to net Income
Gross Utilization
Fy2018
79.9%
Fy2019
97.4%
Fy2020
79.5%
Fy2018
79.3%
Fy2018
72.2%
Fy2019
106.0%
Fy2020
80.7%
Fy2019
74.4%
Fy2020
72.2%
Attrition3
Market Capitalization ($ billion)4
payout Ratio5
Fy2018
16.8%
Fy2019
17.6%
Fy2020
14.7%
Note:
Fy2018
Fy2019
Fy2020
19.5
22.2
14.9
Fy2018
72.8%
Fy2019
60.7%
Fy2020
87.3%
1. IT services operating margin refers to segment results total as reflected in IFRS financials
2. Net Income has been considered after adjusting for profit attributable to non-controlling interest (Minority Interest)
3. Attrition rates refers to voluntary attrition computed on a trailing twelve months basis excluding DOP
4. For convenience, the market capitalization in Indian Rupees as per NSE have been translated into United States Dollar at the certified foreign exchange rate published by
Federal Reserve Board of Governors on the last day of the respective financial years
5. Payout Ratio has been computed by dividing the payout (comprising interim and final dividend declared for the respective financial year and buy back if any, considered
based on the date of Board’s approval) to shareholders by net income on a trailing three year basis
9
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements key Performance Metrics
Human Capital
Fy 2018
Fy 2019
Fy 2020
natural Capital
Corporate Overview | Management & Board Reports | Financial Statements
Women
Employees (%)
Persons with
Disabilities
nationalities
in Workforce
Total
Employees
163,827
175,690
188,270
35.0%
35.2%
35.0%
442
545
578
localization in On-shore Workforce
USA
69.5%
Uk
33.0%
Australia
40.0%
110
125
132
Continental
Europe
67.6%
Total GHG
Emission
(tons of CO2 eq.)
612,115
498,236
559,510
Savings due to
environmental
initiatives (in Mn USD)
17.21
19.47
6.54*
Water Recycled
(as % of total water
consumption)
Waste
sent to
landfill**
41.0%
42.0%
41.0%
3.3%
3.0%
3.0%
* FY19 valuation is based on new methodology that is detailed under Natural Capital Section. FY17 and FY18
valuation is not adjusted. Valuation for 2020 will be completed by July 2020.
** Excluding construction and demolition debris
Intellectual Capital
Social & Relationship Capital
R&D
Expenses
(` million)
3,041
3,942
4,619
Patents Filled
Cumulatively
till date
Patents
Granted
till Date
2,000+
2,200+
2,300+
380
558
741
Active
customers
1,248
1,179
1,140
Revenue from
Existing Customers
Community
Partners
CSR Spend
(` million)
98.6%
98.4%
98.1%
150+
175+
165+
1,866
1,853
1,818
Increase in Customer
net Promoter Score
(basis points)
Total Employees Engaged
with Wipro Cares
(volunteering or monetary contribution or both)
486 bps
511 bps
99 bps
25,000+
30,000+
32,000+
Annual Report 2019-20
Annual Report 2019-20
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Wipro Limited
Wipro Limited
Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements Sustainability Highlights
Ecological
Sustainability
Corporate Overview | Management & Board Reports | Financial Statements
Empowering
Workplace
100,000+
employees covered in 20
locations in India and 8
locations outside India
under ISO 14001 and
OHSAS certifications
729,000+
hits on Wipro OnAir Podcasts,
130,000+ employees on the
enterprise social platform
Yammer and 64,000+ monthly
active users on collaborative
platforms like MS Teams
Employee Rotation Policy,
Promotion Policy, Break-
from-work Policy, Sabbatical
Policy, Adoption Assistance
Program, Company Car
Policy and India Paternity
Leave Policy enhanced
based on employee feedback
61,000+
employees are members of
TopGear - the social learning
and crowdsourcing platform.
155,000+
employees trained in digital
skills as of FY20
Biodiversity, Waste and Water
• 2.2% reduction in water consumption intensity to 930
• Bengaluru Sustainability Forum: Supported 8 grant
proposal on urban water, waste and biodiversity in FY20.
Till date we have supported 19 such projects
liters per employee
• 18.5% YoY reduction in total waste disposed to
5,057 tons
• 3 biodiversity projects completed till date- Butterfly park,
Wetland zone and thematic garden in Bengaluru and Pune
• Community Water Programs: Participative urban water
programs in Bengaluru and Pune. Hosted a two-day
program in Hyderabad on Urban Water
Energy Emissions
• 35% (84 million units) of our total India Energy
Consumption comes from Renewable Energy (RE)
• 53% increase YoY in energy saving due to server
virtualization
• 9.8% reduction in business travel footprint in last
three years
• 20.9% reduction in employee commute footprint in
last three years
• 9.8% increase in global people based emissions
intensity to 0.93 tons per person per annum
Annual Report 2019-20
Annual Report 2019-20
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Wipro Limited
Wipro Limited
Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements Corporate Overview | Management & Board Reports | Financial Statements
Customer &
Suppliers
Rewards &
Recognition
• Participated in
sustainability
assessment anchored
by 100+ customers
• Member of Dow Jones
Sustainability Index (DJSI),
World for the 10th time in a
row
• Adopted EPEAT
• Named as 2020 World’s
Most Ethical Company for
the 9th successive year by
the Ethisphere Institute
(CDP) - Climate Change
Assessment
• Received Best of Best Award
for FY19 from ‘Association for
Talent Development’ (ATD)
• Certified Top Employer in
Australia 2020
• Certified Great Place to
program in 2016 for IT
hardware procurement
for laptops, desktops,
printers, mobiles and
servers. In CY 2019,
purchased 108,000+
Gold, Silver and Bronze
category products
• Topcoder is our
crowdsourcing platform
for enterprise with 1.6
million members from
255 countries- close
to 26K challenges and
tasks were completed
for Wipro customers in
FY20
• Ecovadis-CSR rating of Gold
Work, India
• Member of Vigeo Eiris
Emerging Market
Sustainability Index
(comprises of the 70 most
advanced companies in the
Emerging Market Region)
• Member of FTSE4Good
Index Series and also a
global sector leader
• Received A- in Carbon
Disclosure Project
• Winner at the NASSCOM
Diversity and Inclusion
awards (2019) for the
‘Gender Inclusion’ category
• Featured in the Bloomberg
Gender Equality Index
2020
• Received a score of 90
out of 100 on the 2020
Corporate Equality Index
• Annual HR Distinction
Awards 2019, UK: Winner
in the category “Distinction
in Inclusion and Diversity”
• 2019 Working Mother
& Avtar Most Inclusive
Companies Index (MICI):
Declared as a “Champion
of Inclusion”
• 2019 Working Mother &
Avtar Best Companies for
Women in India (BCWI)
list: declared as one of the
“100 Best Companies for
Women in India
• “Star Performer of the
year” in Everest Group
PEAK Matrix™ Service
Provider of the Year awards
for 2020
Education
School Education
• Supported 132 organizations
working towards systemic
reforms in school education
through 198 educational
projects and initiatives
across 29 states
• Supported 16 new
organizations in FY20.
Cumulatively, 88
organizations supported
towards our goal of 100
organizations by FY20; 60
under Seeding program and
28 under the Grants program
• 4 Regional Partners’ Meets
organized with participation
from 150 participants
• Nearly 42,000 children from
underprivileged communities
benefited from our 22
education projects in 8 states
through our community
program
• Supported the educational
and the educational and
rehabilitative needs of
over 7,200 underprivileged
children with disabilities,
through 16 projects in 6 states
Engineering Education
• Supported 33,000 students
to pursue higher education in
engineering through WASE,
WiSTA and WIMS programs
cumulatively. In FY20, the
total number of new entrants
into the work integrated
learning program was 2,697
while the aggregate strength
across 4 years was about
9,000
• Trained 25,000 students
and 49 faculty in digital
technologies through our
program TalentNext till date.
10% of students have joined
our organization. In FY20, 453
students joined while 757
were selected for FY21
Science Education
Fellowship Program
• Wipro Science Education
Fellowship Program running
in partnership with 7
universities is working with
500 teachers across 35
school districts in 7 states
across the USA
• Developed UK’s first Master’s
program in STEM education
in partnership with King’s
College, London. The first
batch which includes 15
in-service teachers on Wipro
Fellowship, as well as 2
international students are
progressing as per plan
• ‘Wipro Teacher Fellowship’
and ‘Wipro Teacher Mentor’
programs in partnership with
Sheffield Hallam University
(SHU UK) to provide rigorous
continuous professional
development to STEM
teachers. SHU had recruited
35 new STEM teachers and
teacher mentors in Q2
Sustainability Education
• Recorded highest
participation in flagship
Wipro Earthian program from
1,498 schools and colleges
across 79 districts in 29
states and 3 UT’s in FY20
• Launched Wipro Sustainability
Educator Program, to support
grassroots environment
educators across India.
11 educators selected from
10 NGO’s
• Faculty Development
Program on sustainability,
MOOC’s launched at IIMB
for 39 faculty across India
focusing on simulating
exercises on climate change
and energy for participants
• 6 sustainability quizzes
conducted with 1,354
participants from 677 teams
• 22 college sustainability
internships facilitated at
6 partner organizations
Community
Care
• Over 122,000 people from
disadvantaged communities
have access to primary
healthcare through
9 healthcare projects across
5 states
• Restored livelihoods of more
than 8,000 people affected
by natural disasters
(cyclones & floods) through
6 rehabilitation programs
across Kerala, Odisha,
Uttarakhand and Tamil
Nadu
• Urban solid waste
management project in
Bengaluru and Mysuru
provides social, nutritional
and health security to more
than 12,000 workers in the
informal sector
• Agro-forestry project in
rural Tamil Nadu helped
100 farmers in integrated
farming by planting
40,000 trees and benefited
400 farmers through seed
distribution and training
programs
Annual Report 2019-20
14
15
Wipro Limited
Chairman’s
letter
Dear Stakeholders,
As I write this, we are in the middle of the biggest crisis we
have seen in our lifetimes, the COVID-19 pandemic. So far, it
has created unprecedented socioeconomic disruption, fear
and the tragic loss of human life. The collapse in economic
activity this time is likely at a level unseen in previous
recessions. The exit path remains a vaccine and till then it is
likely to be a bumpy ride with a continuous stop-start rhythm
and strict health protocols.
Having said that, most of us have lived through economic
crises before. Each time the agony has been different but
each time we have adapted and bounced back. I am hopeful
that like all previous crises, the COVID-19 calamity will
also pass and in time, a fresh wave of business energy
will be unleashed. The next few months will be critical for
organizations as they build their resilience in order to
persist, resurrect their businesses and master the new
business environment.
“I am confident
that we will emerge
from this crisis, a
stronger Wipro
and a more valuable
partner to our
clients than
ever before.”
16
Annual Report 2019-20 Empowering Resilience for a brighter future
As companies focus on resilience to survive and thrive,
one trend that I see accelerating is the rapid adoption of
technology. Businesses across the world were undertaking
large changes, even before the outbreak, but this crisis now
provides an opportunity to hasten the transformation which
will be imperative to the existence of many. Uneasy consumers
will precipitate this shift to digital across industries and
markets. We expect a profound impact on the established
ways of operations. The work needs to be done ‘anywhere by
anyone’. Virtual, remote, community-based and distributed
work models will become mainstream, empowered by
collaborative technologies. Enterprises will also need to
evaluate their technology stack so that it enables them to
operate with flexibility and agility, and work with partners who
can respond and adjust quickly to changing circumstances.
Our strategy of driving a “Digital first” approach through
four
foundational pillars of Business Transformation,
Modernization, Connected Intelligence and Trust become
particularly relevant
in this context. We have made
differentiated investments to strengthen our offerings in
digital, cloud, engineering and cybersecurity. Digital has
now become the only way forward. We have made massive
strides in accelerating our clients cloud journey through our
differentiated cloud studios. We are continuing to enhance
go-to-market partnerships with hyper-scalers and focused
on creating innovative solutions. We have been endorsed as
leaders by key analyst firms which reinforces our position
as a trusted partner who drives value across three key
pillars – Business acceleration, Customer experience and
Connected Insights. We continue to make disproportionate
investments in cybersecurity in areas like Security Strategy,
Compliance Advisory, Cloud Security and OT & IoT Security
to address the dynamic threat landscape. We now have 15
cyber defense centers across the world to locally manage
security operations. We have partnered strategically and
actively with the start-up ecosystem. Wipro Ventures, our
corporate venture fund, has invested in cybersecurity start-
ups like IntSights, Vectra.AI, CyCognito and CloudKnox.io. Our
delivery model that enables a virtual, adaptive, and intelligent
enterprise is based on the principles of distributed, no-shore,
agile workforces and a cloud-first approach. We are able
to provide virtual and community work models leveraging
our solutions, such as Talent as a Service (“TaaS”) through
Topcoder. This platform provides continuous connectivity
with seamless end-point security, access from anywhere and
real-time collaboration.
The other objective that will remain of paramount importance
is of employee safety and well-being. In March, at the early
onset of COVID-19, we successfully triggered our business
continuity plans and enabled work from home for more than
90% for our global employees. What has been heartening is
that a change of this scale was executed very smoothly. In
these past few months, we have settled well into this new
way of working and our focus remains to provide impeccable
service to our customers. We actively leverage collaborative
technologies to remain connected and engaged, ensuring
employee welfare and seamless customer service delivery.
We believe strongly that the model of work has changed
forever, and we will never go back fully to the old ways of
working. We will increasingly leverage more technology to
onboard, induct, train and engage with our employees, and
our workforce will never come back to a 100% work from
office mode.
As the world’s best scientific minds scramble to find a
vaccine or a cure for the virus, as businesses we have a deep
responsibility to the communities within which we operate.
Our response is an integrated set of carefully targeted
actions that we are implementing in close collaboration with
the Azim Premji Foundation and Wipro Enterprises Pvt Ltd,
where we have jointly committed `1,125 crores (~$150M).
Our commitment rests on two crucial pillars, the first is to
balance short-term relief with medium-term requirements
over the next 12-18 months and the second is to prioritize
our effort to the most vulnerable sections of society who have
been most adversely affected. A crisis like this requires us
to think differently and to respond in an innovative, dynamic
manner. A good example of this is how we repurposed the
kitchen infrastructure in our facilities in Bangalore, Pune and
Kolkata to provide cooked meals twice daily for more than 45
days running to thousands of vulnerable families in India. We
have been able to provide around 3 million meals during this
period serving more than 250,000 people. The other example
is re-purposing one of our unused campuses in Pune into
a 450 bed COVID-19 isolation hospital. Wipro Limited has
specifically committed `100 crores towards these efforts and
contributed `25 crores of this to the Prime Minister’s relief
funds.
Our performance & Return to Shareholders
For the year ending 31st March 2020, our IT Services Revenues
at $8.26 billion grew by 3.9% YoY (in constant currency and
after adjusting for the divestments) and our Net Income at
`97.2 billion grew by 8.0% YoY aided by improved operating
17
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Together,
we shall
overcome and
triumph!
margins, higher other income and lower taxes. For the full
year the EPS was at `16.67 per share up 11.2% YoY and
the Operating Cash Flows at `100.6 billion was at 103.5%
of our Net Income. Our Gross Cash is at $4.4 billion and Net
Cash is at $3.4 billion. Our pay-out for FY20 is at `112.2
billion through buyback and dividends (including dividend
distribution tax) to our shareholders, which is 115.4% of our
Net Income. The cash on our balance sheet provides us with
the ability to pursue strategic organic investments as well as
mergers & acquisitions.
Our Values & Growth mindset
This year is also a special year in our history as we turn 75.
While our company has transformed many times over the
years, the one fundamental constant which has always been
at our core is our values that we call the ‘Spirit of Wipro’.
With every passing year, our commitment to the success of
our clients and our resolve of unyielding integrity has only
strengthened. The other intangible factor that drives enduring
success in business is the culture of the organization which
is experienced through five key habits. These habits are our
values in action and represent how you experience us every
day. These five habits are Being Respectful, Being Responsive,
Always Communicating, Demonstrating Stewardship and
Building Trust. I believe in their power together to deliver a
great impact. One of the things that I have spent a significant
amount of time over the last few months is on this cultural
transformation. I am humbled and energized in seeing our
values and culture at every level in the organization, not just
in matters of business, but also in our strong sense of purpose
to our communities and the worlds at large. I am confident
that we will emerge from this crisis, a stronger Wipro and a
more valuable partner to our clients than ever before.
Earlier this year in January, our CEO, Abidali Neemuchwala
decided to step down from his role due to personal
commitments, I want to thank Abid for all that he has done
for Wipro and for the commitment and passion he has
brought to the job every day over in these last five years.
The Board and I are pleased to announce the appointment
of Thierry Delaporte as our new CEO & Managing Director,
effective July 6, 2020. Thierry brings with him an exceptional
leadership track record, strong international exposure, deep
strategic expertise, a unique ability to forge long-standing
client relationships, and proven experience of driving
transformation and managing technological disruption. I
believe that Thierry is the right leader for Wipro to drive us
forward in our next phase of growth.
Lastly, I am truly humbled at being appointed Chairman of
Wipro Limited. I have begun this journey with a deep sense
of gratitude - it is both an honor and a privilege to lead our
company. I am thankful to our clients, partners, and other
stakeholders who have reposed their trust and confidence in
me and team Wipro. We are committed to work through the
current environment and our future feels bright and exciting.
Together, we shall overcome and triumph!
Very Sincerely,
Rishad A premji
Chairman
18
Annual Report 2019-20 I am deeply honored to be
invited to lead Wipro, an
extraordinary company
and an exemplary
corporate citizen with
a deep technology
heritage built on a strong
foundation of values. I look
forward to working closely
with Rishad, the Board,
senior leadership and the
hugely talented employees
of Wipro to turn a new
chapter of growth and
build a better tomorrow for
all our stakeholders.
Thierry Delaporte*
*Chief Executive Officer and Managing Director of the Company with
effect from July 6, 2020
19
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Board of Directors
Rishad A Premji
Chairman
M K Sharma
Independent Director
Patrick Dupuis
Independent Director
Azim H Premji
Founder Chairman
Dr. Patrick J Ennis
Independent Director
Thierry Delaporte 1
Chief Executive Officer &
Managing Director (Designate)
William Arthur Owens
Independent Director
Deepak M. Satwalekar 2
Independent Director
Abidali Z Neemuchwala
Chief Executive Officer &
4
Managing Director
Arundhati Bhattacharya 3
Independent Director
Ireena Vittal
Independent Director
1
Appointed as Chief Executive Officer and Managing Director of the Company with effect from July 6, 2020
2 Appointed as Independent director with effect from July 1, 2020
3 Steps down as an Independent director with effect from close of business hours on June 30, 2020
Resigned as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020
4
20
21
Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements leadership Speak
Bhanumurthy B.M.
Chief Operating Officer
Jatin Dalal
Chief Financial Officer
Saurabh Govil
Chief Human Resources Officer
Given these times, what are the key attributes/factors that
distinguish resilient enterprises from others who have
struggled to cope with the crisis?
2. A
‘Digital First’ approach that minimizes business
disruption and helps to accelerate growth and profitability
in the long term
Bhanu: A resilient enterprise distinguishes itself in its
preparedness & response during times of crisis. When a crisis
hits, we believe that all enterprises are tested in their ability to
respond, react and thrive. To respond with urgency, they need
to have a strong BCP framework that can be put into action
in no time. For instance, we established three task forces to
formulate our immediate response to secure and stabilize
our workforce, move operations to Work From Home (‘WFH’)
model and manage client priorities. From a short-to-medium
term, enterprises need to initiate changes to sustain and
redefine business operations, such as enabling clients and
themselves to “work from anywhere” with digital enablement.
Finally, to thrive in the long-term, organizations need to
build strategies to come out stronger. Resilient enterprises
possess three fundamental attributes that separate them
from the rest:
1. Strong leadership, culture and processes to sense and
respond with agility, along with a ‘growth mind-set’ to
accelerate the pace of change and adaptability
3. Ability to leverage their ecosystem of alliances, partners,
start-ups and academia for a collaborative and innovative
approach to build enterprise solutions for newer and
more complex business problems.
Do you think that the disruption caused by the pandemic
will change the pace of ‘Innovation’ if ‘resilience’ becomes
priority?
Bhanu: Disruption and uncertainty caused by a pandemic
can lead to a knee-jerk reaction & sometimes drive a short
term orientation to innovation, while resilience becomes
an immediate priority. However, in leading organizations,
resilience and innovation go hand in hand. This may require
re-purposing businesses to serve new and unforeseen
types of demand, new clients and markets. Through our
own experiences, we’ve seen how this crisis has challenged
enterprises to take bold steps to do the things that were
earlier thought to be outside the realm of possibility, such
as moving 90-95% of the workforce to a WFH model,
managing transitions and cut-overs remotely, or even moving
22
Annual Report 2019-20 significant chunks of workloads to the cloud from a complete
on premise model. We also see how the crisis has become a
driving force for clients to leverage open innovation networks,
partner ecosystems, IP based solutions, and crowdsourcing
to innovate and bring changes in ways of working. For
example, our clients are embracing open innovation to
access niche talent and technology solutions from our start-
up ecosystem at Wipro Ventures. Similarly Topcoder’s “Talent
as a Service” (TaaS) offering is helping clients access talent
from the gig economy to deliver on their most pressing ideas
and for faster go-to-market. Clients are also pivoting to re-
invent their business and operating models by leveraging our
capabilities in design, consulting and digital, a trend we only
see accelerating into the future.
Based on the conversations we are having with the
customers, where do we see prioritization of investment
dollars vs optimization or decreases in spend?
Jatin: Like Bhanu mentioned, most of our customers
will continue to invest in technology to thrive in the new
environment. Newer business models, need for optimizing
resource utilization and staying competitive - all key priorities
for a modern day’s enterprise, require IT investments. The top
three areas where customers will prioritize their spend are
Cloud, Collaboration and Cybersecurity.
We will see cloud-based technologies being adopted at an
increased velocity to unlock the next wave of cost savings, to
drive greater resiliency and to improve customer experience.
Whether it is an AI-supported, digitally optimized contact
center with cloud-based communication or cloudifying/
SaaSifying supply chains, adopting cloud will be the
mainstay for CXOs. With workforces going remote, two things
will take center stage, one improving employee experience
through use of various collaboration technologies and two
managing the cyber threats that have escalated significantly.
While Saurabh will talk about how Wipro has managed
employee experience for a large WFH environment, I can
see why organizations will invest in virtual workplaces. We
have observed a surge in productivity and an enhanced
engagement among all key stakeholders of the enterprise.
The increase in threat surface area also means that CISOs
will need boost the security infrastructure. A recent report
found that 70% of CIOs will be making additional financial
investments in cybersecurity. After all, the cost of a breach is
much higher than investing in the first place.
Overall, we believe that the secular trend around
IT
investments will remain on an upward curve. We anticipate
that in order to conserve cash, businesses will look for ways
to reduce capex on IT and shift spends to a variable model.
We are actively working with our customers on some of these
commercial constructs.
Adaptable,
Agile, Safe
and Resilient
Enterprise
How will engaging with talent change in this new paradigm
of working- in terms of onboarding, reskilling & sustaining
positivity of the teams?
Saurabh: We have made significant investments in technology
including an upgrade of our hiring and learning management
systems to enable a smooth and powerful experience for
employees. We have onboarded 5,000 plus employees
virtually in a seamless manner in the past few months. Re-
skilling has clearly shifted to the hands of the employee with
Wipro providing the enabling infrastructure. Learning relevant
technologies anywhere / anytime is the way to go. Through
Topgear, our internal talent transformation platform, we have
been able to make the experience flawless and engaging.
At 90%+ employees on a WFH model, the organization has
undergone a 10x change compared to normal in a very short
span. It is heartening to note that employees have adapted to
the new ways of working very well. We have kept our employee
at the center during this pandemic, focusing on their safety,
wellness and above all, as much as possible, protecting their
jobs. Over the next 18 months, I believe that the workplace
situations will continue to emerge and organization will have
to remain nimble-footed and responsive. We have a well-
crafted strategy around it.
23
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements We have been investing in a “Digital First” approach now for
the last three years, how can these strengths be leveraged
by our customers as they get back to business?
a model that blends the best of work-from-office, remote-
working and crowdsourcing making it boundary less while
being resilient and secure.
Bhanu: As I mentioned earlier, a “Digital First” approach is one
of the key attributes that distinguishes resilient enterprises
from others. Enterprises where digital has been a core and
strategic priority have weathered the crisis bravely. Whether
it is the ability to operate in a virtual model, buy/consume
services on demand, leverage talent on demand, or drive
contactless ways of working, digital enablement has been
the critical element in sustaining and accelerating business
growth and profitability.
The solutions and frameworks developed as a part of our
Digital First approach is already helping customers to be
responsive and resilient as they get back to business. For
instance, our IP based offerings such as LiVE Workspace™
Connect for efficient remote working, the cloud enabled
VirtuaDesk™ VDI solution, Wipro’s SmartTwin and Cognitive
SupplyChain solutions to rethink supply chain resilience,
Digital Assurance as a Service to enable remote testing and
our Wipro HOLMES™ based customer engagement solutions
are seeing an increased pace of adoption. Our Digital First
approach recently helped some large clients such as those
in the financial sector to quickly process loan disbursals,
develop online solutions to help their customers avail
stimulus packages, and also manage supply chain planning
to effectively deliver essential goods to those in need.
As we look into the future, will we need to transform the
traditional IT Services delivery model and how ready is
Wipro to adapt?
Bhanu: The pandemic has massively accelerated the
adoption of the ‘no-shore’ model and tilted most business
operations towards remote delivery models. At Wipro we have
been at the forefront of pioneering the ‘no-shore concept’
and ‘crowdsourced and community’ model of delivery. Now, as
our clients’ ecosystem resets itself and works towards being
future ready, we have launched an adaptive and boundary
less operating model called the ‘Proteus Stack’ (named after
the Greek sea god) to demonstrate our flexibility, versatility
and adaptability towards the changing situation.
The ‘Proteus Stack’ is built on our existing ‘4M framework’ that
comprises of:
1. Model as in ‘How teams are organized’: As digital
transformation accelerates over the next few years, more
and more organizations will choose to move to teams/
structures that are designed to anticipate customer needs
and align to business first principle. We have established
2. Method of ‘The Wipro Way of Working’: A method that
in
involves bringing together years of experience
delivering excellence coupled with innovative methods
that deconstructs work and how it is executed in an agile-
anywhere, community based and remote manner for a
location agnostic (no-shore) world.
3. Machinery as in “Engineering that powers the Wipro Way”:
The machinery integrates the technology assets to deliver
value at the intersection of partner tools, Wipro and client
assets. It comprises of holistic engineering solutions that
democratize our engineering assets and capabilities to
empower our teams to create value for clients irrespective
of where they are.
4. Mind-set of “New age talent focused on problem discovery
and solving through continuous learning”: A mind-set that
shifts the paradigm from solution execution to problem
discovery and problem solving through learning that is
on-the-go, fit for purpose and full spectrum resulting in
π/X shaped talent.
Simply put, the
transforming the traditional delivery model.
‘Proteus Stack’
is Wipro’s answer to
What are the employee safety measures that Wipro will
adopt as an organization when they get back to offices?
Saurabh: We continue to have ~90% of our employees in a
WFH mode. In parallel, we have put in place a comprehensive
plan for those who have to come to our offices including –
social distancing, thermal checks before they enter the facility,
presence of medical staff in our premises, sanitization of
common areas as well as desktops/workstations We are also
engaged in campaigns on comprehensive hygiene practices
for our employees. Finally, there is continuous dialogue with
our employees, assuring them and their families that our
offices are safe for work. Over the period of next few months,
we will have a phased approach of getting more people to
work in our campuses.
Wipro has a robust balance sheet with a gross cash of $4.4
billion and in the past we have made several bold bets in
terms of both organic and inorganic investments. What is
our strategy going forward?
Jatin: We have a very clearly articulated strategy around
which all our organic and inorganic bets are made. Through
our ‘big bets’ program we have made differentiated organic
investments in four areas of Digital, Cloud, Engineering
24
Annual Report 2019-20 Services and Cyber Security. Most of these investments
have been made with a view to building consultative selling,
enhancing technical depth and developing a vibrant partner
ecosystem. Our ‘Innovation ecosystem’ helps us tap leading-
edge and disruptive technologies to bring the best solutions
to our clients through our three-pronged initiatives: Wipro
Ventures, Horizon Program, and selective M&A.
In FY20 we acquired Rational and ITI technologies. Rational
strengthens our customer experience portfolio and ITI
enhances our capabilities in Product Lifecycle Management
(PLM). We continue to actively look at opportunities that
provide us with newer technological capabilities or provide
access to a newer market or customer.
Wipro Ventures which was launched as a $100 million Fund
in early 2015. We have launched Fund-2 with an allocation
of $150 million earlier this year. Wipro Ventures invests
in early- to mid-stage enterprise software startups. As of
March 31, 2020, Wipro Ventures has active investments in
and partnered with 14 startups in the areas of AI, Business
Commerce, Cybersecurity, Data Management, Industrial IoT,
Automation and Cloud Infrastructure. So far, our experience
has been quite encouraging.
The goal of the Horizon Program is to drive organic incubation
in emerging areas covering products, platforms, solutions
and capabilities. During the year ended March 31, 2020, we
funded 12 projects as part of this program in areas such as
robotics, software-defined everything, autonomous vehicle,
connected cars, digital twins, industry solutions such as
cargo management etc.
Wipro’s margins have been resilient over last two years.
Given that the demand side pressures that will impact our
growth rates in Fy21, what are the levers on the cost side
that provide a strategic flexibility?
Jatin: Our ability to defend our margins in the last two years
was a result of the actions we took on improving the quality
of our revenues, enhancing automation/AI in our delivery
and optimizing the costs in our operating subsidiaries. We
expect that the demand will remain an evolving topic in
FY20-21. In response to this uncertainty, we have developed
a comprehensive cost management program. We will have
to make some tough choices in short term, but these will be
equitable and in resonance with the scale of challenge I am
confident we will come out stronger and fitter from this phase.
From a medium-term perspective, automation and offshoring
will be the two key levers that will transform our cost
structure. Finally, our cost management program is focused
on right areas and we will not compromise on investments.
In fact, crises like this provide an excellent ‘reset opportunity’
and we remain committed to spends in areas that will shape
our future.
Will some of the actions that are necessary to defend
margins have any impact on our ability to attract and retain
the top talent?
Saurabh: Our cost management program will reflect some
tough choices. However, they are equitable and in line with the
external environment. Also, these are not taken in isolation
but through a continuous dialogue and communication with
our employees. Our employees understand the purpose of
these actions and that these are short term in nature. The
crisis we are in, is unprecedented and our response is a
collective and resolute. Such times build our resilience as
an organization and an employer. Many of our employees
who have worked with us for decades, know and understand
that Wipro remains the best employer for long-term career
growth. We are confident that will continue to hire and retain
top industry talent.
Wipro’s Free cash flows as a % of net Income in the last few
years have been amongst the best in the industry. Also, the
corporate actions that Wipro has undertaken have ensured
a healthy EpS growth of 11.2% yoy. In the post COVID era, do
we see a change to our capital allocation philosophy?
Jatin: We have a robust business model. While there is a
lot of uncertainty on the horizon, we have been through
such adverse cycles before. We are quite confident about
continuing to generate healthy free cash flows. Our capital
allocation policy is to return 45% to 50% of the Net income to
our shareholders over a block of years through a combination
of dividends and buy-back. In the last three years our
payout ratio has been even higher at 87.3%. Presently we
do not foresee any changes to our articulated policy and
remain committed to generating consistent returns for our
shareholders.
25
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Management Discussion
and Analysis
InDUSTRy OVERVIEW
Global IT service providers offer a range of end–to-end
software development, digital services,
IT business
solutions, research and development services, technology
infrastructure services, business process services,
consulting and related support functions. According to
the Strategic Review 2020 published by NASSCOM (the
“nASSCOM Report”), IT export revenues from India grew by
8.1% to an estimated $147 billion in the fiscal year 2020.
India’s global IT industry grew by 7.7% to reach $191 billion
during the year ended March 31, 2020. According to the
NASSCOM Report, “Digital” continues to drive growth (more
than 50% of growth in fiscal year 2020) and now contributes
$51 billion to the overall IT industry in India. Technologies
such as industrial automation, robotics, cloud, Internet
of Things (“IoT”), augmented reality (“AR”)/virtual reality
(“VR”) and blockchain continues to fuel growth.
Growth in core traditional services revenues are expected
to be moderate, whereas digital technology is continuing to
gain prominence due to increased technology adoption by
governments and businesses upgrading platforms, products
and solutions to enhance the consumer experience. Big data
and analytics, cloud computing, cybersecurity and advanced
technologies such as artificial intelligence (“AI”), machine
learning (“Ml”), IoT, robotics, and 3D printing are profoundly
impacting enterprise, government and end consumer segments
by enabling new business opportunities across sectors.
The markets your Company serves are undergoing a massive
disruption due to the outbreak of COVID-19. The situation
caused by the COVID-19 pandemic continues to evolve and
the effects on such markets remain uncertain. The outlook
going forward will depend, in addition to other factors, on how
COVID-19 continues to affect the global economy.
BUSInESS OVERVIEW
We are a global technology services firm, with employees
across over 55 countries and serving enterprise clients across
various industries. We provide our clients with competitive
advantages by applying various emerging technologies and
ensuring cyber resilience and cyber assurance. We work with
26
Annual Report 2019-20 our clients not only to enable their digital future, but also to
drive hyper efficiencies across their technology infrastructure,
applications and core operations, enabling them to achieve
cost leadership in their businesses.
We are recognized by our clients for our ability to bring in “an
integrated perspective”, or our ability to bring together broad
and deep technology and domain expertise, our ability to draw
learnings and apply insights from one company or sector to
another and our ability to provide end-to-end services. Our
clients value our consistent excellence in execution and our
ability to proactively incorporate relevant innovation.
Our IT Services segment 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.
Our IT products segment provides a range of third-party IT
products, which allows us to offer comprehensive IT system
integration services. These products include computing,
platforms and storage, networking solutions, enterprise
including
information security and software products,
databases and operating systems. We provide IT products
as a complement to our IT services offerings rather than sell
standalone IT products.
Our ISRE segment consists of IT Services offerings to
organizations owned or controlled by the GoI and/or any
Indian State Governments. Our ISRE strategy focuses on
consulting and digital engagements, and we are selective in
bidding for SI projects with long working capital cycles
COVID-19 Impact on Business Outlook
On March 11, 2020, as COVID-19 spread rapidly, both in
terms of number of cases and the affected countries,
the World Health Organization (“WHO”) characterized
COVID-19 as a pandemic.
As a response to COVID-19, we activated our COVID-19
Global Crisis Management task force in early March 2020.
The task force was chaired by our Chief Operating Officer
and consisted of several cross-functional teams, including
business continuity, IT and cybersecurity services. Most
of our employees were quickly asked to work from home.
In order to better support employees working from home,
we enhanced our cybersecurity measures by installing
secure agents in our systems. In parallel, we reached out
to our customers, briefed them of the measures we were
adopting and sought their approval. Through these efforts,
we have been able to continue to support the majority of
our customers. Our teams have settled into the new ways of
working and our managers are tracking employee welfare,
productivity and customer service delivery progress
through the use of various tools. We are collaborating with
our customers on delivering on our commitments.
However, the markets we serve continue to undergo massive
disruptions due to the COVID-19 pandemic. The World Bank
predicts that the global Gross Domestic Product (“GDp”)
will decline by 5.2% in the year 2020. The economic fallout
of and the subsequent recovery from COVID-19 will depend
on multiple factors, such as recovery driven by containment
efforts, supply chain disruptions, impact of lockdowns etc.
The continued spread of COVID-19 could adversely affect
workforces, customers, economies and financial markets
globally, potentially leading to further economic downturn.
This could decrease our customer’s spend on technology,
adversely affect demand for prospective projects / ramp-
ups, cause cancellations or ramp-downs of existing projects,
increased requests for furloughs, increase pricing pressure,
higher travel restrictions, impose supply-side constraints,
and adversely impact cash conversion cycles. Macroeconomic
conditions caused by COVID-19 could also result in financial
difficulties for our clients, including limited access to the
credit markets, insolvency or bankruptcy. Further while
various cybersecurity control mechanisms are deployed and
periodically reinforced, security control mechanisms may
not always be successful, considering the complexity of the
environments,
inter-dependencies, sophisticated attack
methodologies, highly dynamic heterogeneous systems,
global digital presence hosted both in cloud and on premises
with work from home arrangements.
The potential impact to our results going forward will
depend to a large extent on future developments regarding
COVID-19 that cannot be accurately predicted at this
time, including the duration and severity of the pandemic,
the extent and effectiveness of containment actions and
the impact of these and other factors on our employees,
customers, partners and vendors.
In summary, we have a strong Business Continuity Plan
framework that enabled us to respond to the COVID-19 crisis
with agility. ~90% of our workforce are enabled to work from
home and we continue to service our customers, delivering
on several time critical milestones and processes. Our
‘Digital- first’ strategy and our investments in Digital, Cloud,
Engineering and Cybersecurity have become particularly
27
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements relevant in the post COVID-19 business environment. We will
remain resolute in our goals of employee safety, business
continuity and of being a trusted partner to our customers.
OUR BUSInESS STRATEGy
Our strategy is about driving a “Digital first” approach through four
foundational pillars: Business Transformation, Modernization,
Connected Intelligence and Trust. As part of this approach, we
are prioritizing and investing significantly to drive growth in key
strategic fields such as digital, cloud, cybersecurity and industrial
and engineering services through our “Big Bet” program. For
example, our “Big Bet” in each of digital and cloud is at the heart of
our Business Transformation and Modernization pillars, while our
“Big Bet” in industrial and engineering services is central to our
Connected Intelligence pillar and our “Big Bet” in cybersecurity
is central to our Trust pillar. Talent and Delivery Models, IPs and
Platforms, and Open Innovation are the underlying strategies
that support the four pillars.
Our vision is to earn our clients’ trust and maximize value
of their businesses by helping them in their journey to ‘re-
invent’ their business and operating models with our “Digital
first” approach and best in class execution.
Recent Developments
We anticipate that our “Digital first” strategy will be
particularly relevant as we believe the following consumer
and industry trends, driven by the response to the COVID-19
pandemic, will reshape the way businesses and organizations
operate. They are:
Accelerate to Digital – The COVID-19 pandemic has
precipitated the shift to online/Digital business models
globally, across industries and markets, such as Digital
only banks and platform-based business models across
industries
including banking and asset management.
Ecosystem collaboration will become a key element of
business strategy, and will be driven by the need to optimize
for time, cost and de-risking imperatives.
Ways of Working – We anticipate a long-term impact on
established ways of operations, including a redefinition of the
core compared to non-core workforce and use of community/
gig models, in the following ways:
a. Work done
‘anywhere by anyone’. Virtual, remote,
community-based and distributed work models such as
work from home/remote working will become mainstream,
enabled by remote working and collaborative technologies.
b. We believe that in response to the COVID-19 pandemic,
mainstream adoption of the community work force and
crowdsourced and community models (private, public and
hybrid) will accelerate.
Adaptable, Agile and Resilient Enterprise – Enterprises
will need to evaluate their technology stack to allow
them to operate with flexibility and agility, and work with
partners who can respond and adjust quickly to changing
circumstances.
Automation and Autonomous – Social distancing will
become a key design principle element from an operating
model standpoint across businesses and will be a key factor
that will accelerate the adoption of automation, autonomous
and low or no human touch or contactless ways of working.
Safe Enterprise – Focusing on employee health and safety,
enterprise health and risk management. Given large scale
disruptions in supply chains globally, we anticipate that
organizations will invest in decentralizing and nearshoring
supply chains in the future and reduce dependency on a
few countries.
Enterprises will increasingly require partners, such as Wipro,
who bring capabilities that span across consultancy, design,
engineering, systems integration and operations to enable
them to achieve the accelerated digital transformation.
The transformation can only be effective if delivered in the
context of the relevant industry or domain, hence it is critical
to us that we provide strong domain expertise along with
“Digital.”
Business Transformation
Business Transformation is the first of our four pillars. It is about
redefining customer experiences and changing business and
operating models through a Design and Consulting-led approach.
We deliver value to our customers under this pillar through our
capabilities in Consulting, Industry Domain and Strategic Design,
scaled through acquisitions of companies such as Designit and
Cooper. Examples include:
• Acceleration of e-commerce, implementing operating models
to re-imagine supply chains to be resilient and low contact,
automated front offices, automated manufacturing back
office (supply chain solutions, HOLMESTM) and agile planning,
among other things.
• Virtual and community work models
leveraging our
solutions, such as Talent as a Service (“TaaS”) through
Topcoder; agile, hybrid cloud-based, modular scale-out
VDI solutions; software-defined networking in a wide area
network (“SD-WAn”).
Our acquisition of Rational Interaction, Inc., a full-service digital
CX company, will help us scale our offerings for Chief Marketing
Officers, by connecting Rational Interaction, Inc.’s ability to map
and orchestrate the customer journey with our ability to design
and build experiences at a global scale.
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Annual Report 2019-20 Modernization
Modernization, the second of our four pillars, is about taking
an integrated cloud-first and automation-first approach
across applications, infrastructure and data to modernize
the IT landscape, and leverages our cloud studios, Wipro
HOLMESTM, new ways of working, Application Programming
Interface (“ApI”) and microservices.
We work with clients to help them drive resilience and
adaptability through modernization and automation. Our
strategy is to leverage our assets, like cloud studios across
various geographies, which provide services such as cloud
assessment, cloud migration (Lift and Shift), cloud native and
DevOps, among others.
Wipro HOLMESTM helps enterprises hyper-automate
processes and offload specific cognitive tasks to the AI
platform to gain cost efficiencies, agility and enhanced user
experience. Wipro HOLMESTM helps businesses adopt a
hybrid mode of operation (i.e., pairing automation and human
effort), which is achieved through a combination of virtual
agents, predictive systems, cognitive process automation,
visual computing applications, knowledge virtualization and
AI reasoning.
We also offer automation advisory services to help clients
in their
journey of AI/automation through designing
automation roadmaps and setting up Digital Centers of
Excellence for automation initiatives. In addition to the
Wipro HOLMESTM platform, we are building a collaboration
ecosystem for automation, working with partners such as
Robotics Process Automation providers (e.g., Automation
Anywhere, Inc.), start-ups (e.g., Avaamo, Inc. and Arago,
GmbH) and established partners (e.g., IBM, Amazon.com,
Inc., Google LLC, Microsoft Corporation, SAP SE, Oracle
Corporation and ServiceNow, Inc.).
For our API and microservices, we have significantly scaled
our consulting talent pool and solutions, which includes our
Digital Modernization platform.
Connected Intelligence
Connected Intelligence, the third of our four pillars, focuses
on driving outcomes through our market leading platforms
such as Wipro HOLMES™, Data Discovery Platform, and
use-case based AI solutions. Our “connected” capabilities
and solutions leverage technologies such as 5G and IoT
and are deployed across industries to deliver innovations
in areas such as autonomous systems and Industry 4.0.
We continue to invest in scaling end-to-end capabilities
across sensors, gateways, connectivity, platforms,
(“Ml”) and artificial
analytics, machine
intelligence to drive transformation in a hyper-connected
world. We are scaling assets and capabilities in emerging
areas such as IoT, 5G, and autonomous systems.
learning
Trust
Trust, the fourth pillar, addresses the changing security,
privacy, ways of working (virtual, remote and distributed)
and regulatory landscape, driven by ubiquitous technology.
We use a consulting-led approach in areas such as cyber
security, enterprise risk management, data privacy and
control assurance. We have leveraged cognitive automation,
e.g., automated incident detection and response, to drive
security and are building assets such as our cyber defense
assurance platform (“CDAp”) and working with security
ecosystem partners and governing bodies, such as Cloud
Security Alliance and Wipro Ventures Portfolio.
key enablers underlying our strategy
Our delivery model that enables a virtual, agile, distributed,
intelligent and automated enterprise-based on
the
fundamental principles of distributed, no-shore, agile
workforces and a cloud-first approach. Our delivery model
enables flexibility anywhere by anyone and will leverage the
community model through Topcoder. The model is predicated
on seamless connectivity with seamless end-point security,
in
access from anywhere and real-time collaboration
every workflow.
Focus on Talent : Our Talent strategy is predicated on scaling
global, diverse, local and distributed talent, including scaling
π/X-shaped talent, product managers, scrum masters and
full stack engineers with a product-centric mindset with
creative talent to deliver innovation with impact.
products, platforms and Solutions: Underlying our strategy
is our focused execution approach and investment rigor.
We have a robust product and platform portfolio of cross-
industry and
industry-specific platforms and products.
For example, we have solutions and platforms which have
increased relevance during the COVID-19 pandemic, such
as VirtuadeskTM (virtual desktop), cloud studios that enable
secure and effective cloud migration, our Topcoder platform
enabling TaaS, Wipro HOLMESTM solutions for remote working
and drug discovery, as well as our CADP. We are also scaling and
building industry platforms and solutions that are delivered
in an as-a-service construct. Examples of our domain and
industry intellectual property (“Ip”) are Netoxygen in our
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Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Banking, Financial Services and Insurance business unit and
Medicare Advantage in our Health Business Unit.
Innovation
Innovation: Open
Open
is about engaging
with the “external innovation” ecosystem to tap leading-
edge innovation and disruptive technologies to bring the
best solutions to our clients. It is about tapping the global
innovation network through vehicles such as Wipro Ventures,
Research Partnerships and Horizon Program, crowdsourcing
models, such as Topcoder and M&A.
Wipro Ventures: The strategic investment arm of Wipro,
Wipro Ventures invests in early- to mid-stage enterprise
software startups. Wipro Ventures was launched as a $100
million Fund in early 2015. In February 2020, Wipro Ventures
received an additional allocation of $150 million for Wipro
Ventures Fund II. As of March 31, 2020, Wipro Ventures has
active investments in and partnered with 14 startups in the
following areas – AI (Avaamo, Inc., Vicarious FPC, Inc.), Business
Commerce (Tradeshift, Inc.), Cybersecurity (IntSights Cyber
Intelligence Ltd., Vectra Networks, Inc. CyCognito, CloudKnox),
Data Management (Incorta), Industrial IoT (Altizon Systems
Private Ltd.), Fraud and Risk Mitigation, Testing Automation
(Headspin,
Inc., Tricentis GmbH, Sealights) and Cloud
Infrastructure (CloudGenix, Moogsoft). In addition to direct
investments in emerging startups, Wipro Ventures has
invested in five enterprise-focused venture funds: B Capital,
TLV Partners, Work-Bench Ventures, Glilot Capital Partners
and Boldstart Ventures.
Research partnerships: Collaboration 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, robotics,
software-defined everything, autonomous vehicle, connected
cars, digital twins, cybersecurity, Industry 4.0 and industry
solutions such as cargo management. During the year ended
March 31, 2020, we funded 12 projects as part of this program.
Crowdsourcing (Topcoder): A community and crowdsourcing
platform with over one million developers, designers, data
scientists and testers. Topcoder provides focused enterprise
offerings around AI/ML and analytics, digital experience (“DX”),
Quality as a Service (“QaaS”), workforce transformation, TaaS
and hybrid (certified) communities. We are also using the
Topcoder Hybrid Crowd Platform to scale and engage in-house
30
talent pools in emerging technologies such as Full Stack,
DevOps, AI/ML, Cloud, Analytics and other Digital skills with our
internal TopGear hybrid community. It also acts as a structured
learning path for accounts providing hands-on experience
across more than 200 skills. We are creating a pool of Challenge
Architects, Topcoder Co-pilots and Reviewers to expand the
percentage of work delivered through crowdsourcing.
partner Ecosystem: We have a dedicated unit to drive
and deepen our partner ecosystem and 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 have subdivided the partner ecosystem
into the following categories:
a. Strategic Partners: Multiple product lines with significant
business volume and potential.
b. Growth Partners: Single practice alliances.
c. Niche Partners: Niche products with differentiated
solutions.
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 create higher margins. We also evaluate
business units to determine if divestitures would maximize
our focus on key priorities.
We have invested in acquiring new technology and skills.
In the last three fiscal years, we have completed several
mergers and acquisitions, including the acquisitions of:
i.
International TechneGroup Incorporated, a global digital
engineering and manufacturing solutions company and
a world leader in CAD and PLM interoperability software
services;
ii. Rational Interaction, a full-service digital CX solutions
firm that brings the strategic capabilities of a consultancy
together with the creative and digital prowess of an
agency;
iii. Cooper Software Inc., an award-winning design and
business strategy consultancy, which expands our
digital reach in North America and adding capabilities in
professional design education; and
iv. InfoSERVER S.A., an IT services provider providing custom
application development and software deployment
services in the Brazilian market.
Annual Report 2019-20 OpERATInG SEGMEnT
OVERVIEW
Our business comprises of the IT Services, IT Products and
ISRE segments. The ISRE segment consists of IT services
offerings to ISRE Customers. Additionally, we provide our IT
Services segment revenue and results by industry verticals.
Our industry verticals are subject to change and may vary
depending on industry trends.
(“CEp”): Enterprise
Cloud Enterprise platforms
applications provide a strong IT backbone to organizations,
many of which are grappling with technical debt from legacy
systems, unable to support the agility needed by modern
businesses.
At CEP we drive the “digital flip” of these applications and
enable the digital transformation of businesses, helping them
reimagine the businesses and their models by fundamentally
changing how value is generated by the enterprise, and how
value is delivered to consumer.
IT Services Offerings
CEP is comprised of five units:
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
IT consulting, custom application design,
consulting,
re-engineering and maintenance, systems
development,
integration, package
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
180,000 employees using our global delivery model. Our key
service offerings are outlined below:
implementation, global
Application Services
Digital: Wipro Digital helps global enterprises transform
their business, IT and customer experience by leveraging
design and technology. As companies define a new normal,
CIOs, CMOs and other key stakeholders partner with us to
create healthy, resilient and agile businesses.
Our end-to-end offerings encompass Product Strategy and
Design, IT Operating Model Transformation, Digital CMO,
Intelligent Processes, and High-Performance Software
Engineering. These areas form the backbone of our clients’
transformations and are central to helping them build
resilience throughout their organization.
Technology increasingly helps enterprises maintain business
continuity and chart a path forward. While CMOs conceive
new customer engagements, our acquisition of Rational
Interaction in February 2020 gives us a stronger voice in
the discussion. Simultaneously, while CIOs redefine their IT
Operating Model, our “Agile Anywhere” engineering framework
offers a powerful resource.
From CX strategy to AI, and from engineering to cloud
services, Wipro Digital has the depth and breadth that global
enterprises need as they forge their future and navigate a
path to a new normal.
• SAP and Oracle units each offer end-to-end services
for SAP and Oracle stack both on-premise and on cloud
platforms, towards application modernization and digital
transformation.
• Process Transformation which provides advisory services
to transform clients’ business processes such as Record-
to-Report, Order-to-Cash, Procure-to-Pay, Hire-to-Retire.
The Growth Practices helps customers adopt SaaS based
solutions across growing cloud platforms
• Appirio Cloud Services, which focusses on integrating
traditional SaaS technology providers such as Salesforce,
Google and related providers such as FinancialForce and
MuleSoft combining our capabilities in customer experience.
• Microsoft Dynamics practice which powers the Microsoft
based ERP and CRM applications.
CEP focuses on driving application transformation with
contextual solutions for our customers from front office to
back office by combining consulting, design and development,
integration, automation and
testing and
continuous
operational excellence across industries.
Cloud and Infrastructure Services (“CIS”)
CIS is an end-to-end cloud and IT infrastructure services
provider that helps global clients accelerate their digital
journey. Our offerings include public and hybrid cloud/
modern datacenter solutions, software-defined, DevOps
and micro-services, Digital workplace services, ‘connected
intelligence’ services including Digital intent-aware network,
IoT and 5G across advisory and consulting, transformation
and system integration, business continuity services, testing
and managed services. Through industry recognized IPs,
assets and accelerators such as BoundaryLess Enterprise
(BLE), Wipro Virtuadesk™ (VDI), CloudStudio, Wipro Smart
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Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements i-Connect™ (IoT), WANFreedom (SD-WAN), Wipro HOLMES™
(intelligent automation), AppAnywhere and FluidIT, a
comprehensive partner ecosystem and our skills in emerging
technologies like software-defined everything, opensource,
DevOps and IoT ensure that we are a one-stop shop for all
cloud and IT infrastructure needs.
• Data transformation – Helping clients adopt modern
data platforms, processes and methods in on-premises,
cloud and hybrid ecosystems to support analytics, AI
and ML workloads through a set of themes that brings
transformative change to the data landscape.
Industrial and Engineering Services (“IES”)
Cybersecurity and Risk Services (“CRS”)
IES is the driver of our engineering services portfolio and
facilitates more than 375 clients across multiple industries
and/or verticals by providing a platform to innovate and
engineer the products, platforms and technologies at scale.
This platform of services offerings, called “EngineeringNXT”,
combines the maturity of engineering processes, the passion
for the latest technology and access to a diverse ecosystem
to deliver value to customers at various stages of the product
or platform life cycle.
Over the years, IES has created value with our engineering
services offerings for numerous multinational corporations by
engineering innovative customer experiences, personalizing
products and technologies for new markets, integrating
next-generation technologies, facilitating faster time to
market and ensuring global product compliance. Today,
with more than 400 patents, IES continues to deliver these
services by leveraging its innovative solutions, engineering
processes and delivery excellence across the spectrum,
covering connectivity (wireless technologies), Cloud and Data
Platforms, Systems Design, very-large-scale
integration
(“VlSI”), next generation software development and testing,
electronic data system (“EDS”), PLM, IoT and Industry 4.0.
Data, Analytics and AI (“DAAI”)
As a preferred partner for our customers’ data and insights
transformations, we help them in their journey to transform
into intelligent enterprises by automating decision making,
powered by insights and driven by rich datasets. Wipro
leverages AI, ML, advanced analytics, big data and information
management capabilities to deliver measurable business
outcomes across customers’ journey from data to decisions,
focusing on:
• Insights transformation – Transforming legacy decision-
making processes into modern, elastic and AI and ML
driven, insights-centric capabilities that enable smarter
processes. This ensures that our clients get pertinent
insights in real-time to the right decision-makers to
fuel innovation, productivity and investment, as their
organizations become intelligent enterprises.
CRS enables next generation global enterprises to enhance
their business resilience through an intelligent and integrated
risk approach that has modernizing security at its core. CRS
enables the customers to define their cyber strategy and the
cybersecurity needs, envisaging best practices across people,
process and technology. Leveraging a large pool of experienced
security professionals and a global delivery model that leverages
our Cyber Defense Centers, we execute projects and deliver
managed and hosted services backed by our Cyber Defense
Platform. Our unique top-down risk-based approach delivers
innovative security platforms for better scalability, improved
cost efficiency and greater agility.
Digital Operations and platforms (“DOp”)
Wipro DOP is a leader in providing next generation technology-
led business process services to global enterprises. Our mission
is to drive superior customer experience and maximize returns
by bringing down operating costs and improving efficiency,
quality and productivity. Our process excellence and domain
expertise helps us reimagine, redesign, standardize and
transform business processes and enterprise operations
transformation helps clients leverage and deliver benefits from
RPA, AI, analytics and other emerging technologies. Some of our
leading offerings:
• Digital Customer Experience: Our analytics powered
customer service platform resolves various complex
interactions via AI chatbots. We also leverage AR and VR in
customer care.
• Supply Chain Management: RPA and AI automate our
end-to-end order management platform for more than
15 mn+ annual transactions.
• Finance and Accounting: We manage end-to-end services
for 134+ global clients delivering benefits through smart
operations.
• Marketing-as-a-Service: We manage marketing
operations to cover above the line and below the line across
design, content management, social media marketing, etc.
• Trust and Safety: We help companies having online
presences to monitor, police and prevent fraudulent behavior.
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Annual Report 2019-20 domain knowledge, technology expertise and delivery excellence.
We offer an integrated environment that allows organizations
to model, optimize, forecast, budget, execute, manage and
measure product, and customer performance across the globe.
Our domain specialists work with customers to provide strong
consumer-centric insights and project execution skills that
maximize value for our customers’ technology investments
across retail and distribution, consumer packaged goods,
transportation, travel and hospitality, media and education, the
new age segment and the public sector.
Energy, natural Resources and Utilities (“EnU”) : Our in-
depth understanding of the energy sector has equipped us to
help oil and gas, utilities and mining customers to transform
their assets, consumers, workforce and businesses by adopting
digital technologies. We actively partner with customers to
help them navigate the transition to digital. Building on this
experience and capability, we have expanded our customer base
to smart infrastructure industries, such as airports, engineering,
facilities, real estate management and construction. Analysts
have recognized the ENU business unit as an industry leader and
major player for delivering great customer and digital experiences
in critical industry domain areas.
Manufacturing (“MFG”): Wipro’s MFG business unit caters
to manufacturing companies across the industry segments
industrial and
of aerospace and defense, automotive,
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 reality 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 TECH business unit. Our extensive customer
portfolio includes marquee companies in semiconductors,
compute and storage, networking and edge, peripherals,
consumer electronics, software products and gaming. We
help our customers transition to new business models by
helping them build digital products and solutions, digitize their
operations, enable their digital marketing and servitization
strategies, and transform their business model to an “As a
Service” model. With extensive focus on 5G, IoT, Analytics, AI,
IT Services Industry Verticals
Our IT Services business is organized into seven industry
verticals:
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,
digital capabilities, service design
innovation, domain
expertise, IP and integrated offerings, end-to-end consulting
services, insights capabilities, 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, emerging technologies
to help our clients adapt to the digital world.
Health Business Unit (“Health BU”): Health BU is focused on
creating superior experiences, efficiency and outcomes across
the healthcare continuum. Wipro’s innovation ecosystem
integrates the best in technology, strategy, and design and is
the perfect partner to enterprises working to deliver better
patient outcomes. Shifting the focus from process-first to
people-first, we are working to reshape healthcare and life
sciences around human-shaped experiences.
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
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Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Edge and cloud native based solutions we bring together an
ecosystem of expertise to build IP, platforms and domain/
industry-focused solutions that help our customers reach their
business goals. Our deep domain knowledge, wide range of
service offerings, investments and capabilities in cybersecurity,
cloud, open source and next-generation engineering services
and solutions has positioned us as a top integrated hardware
and software research and engineering service provider.
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 for CSPs customer context, with capabilities in
technologies such as 5G, cloud, software-defined networking
and network functions virtualization, AI,
IoT, blockchain,
cybersecurity and a digital workplace in order to focus on new
ways of working. We enable the convergence of network, IT and
business processes across the entire customer lifecycle. Our
investments in new-age start-ups 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 Business-to-Consumer and Business-to-Business
environments. Our focus on continuous improvement, alignment
to industry standards, investments in the technology solutions
of tomorrow, especially as we gear up for the 5G revolution,
deliver proven business value to global CSP customers.
IT Services Competition
The market for IT services is competitive and rapidly changing.
Our competitors in this market include global consulting
firms and IT services companies as well as local and niche
services providers.
The following factors differentiate us from our competition:
1. The comprehensive and integrated suite of IT solutions,
including digital strategy advisory, customer-centric
design, technology consulting, IT consulting, custom
application
re-engineering
and maintenance, systems
integration, package
implementation, global infrastructure services, cloud,
mobility and analytics services, business process
services, research and development and hardware and
software design.
development,
design,
2. Crowdsourcing
A
(Topcoder):
community
and
crowdsourcing platform with over one million developers,
designers, data scientists and testers. Topcoder provides
focused enterprise offerings around AI/ML and analytics,
DX, QaaS, workforce transformation, TaaS and hybrid
(certified) communities.
3. Wipro Digital’s
integrated propositions
in customer
mapping and interaction, seamless integration and
data science and insight differentiate its approach with
customer journey engineering.
4. Our organizational culture of innovation and our early start
in deploying cutting edge platforms and technologies that
drive hyper-automation and achieve industrialization of
service delivery, such as Wipro HOLMESTM.
5. Our investments in developing IP across products,
platforms,
components,
accelerators, tools and apps that enable us to provide
standardized solutions to our customers and obtain
enormous time-to-market advantage.
frameworks,
solutions,
6. Our decades of experience in serving in the IT business,
proven
record of delivery excellence and
satisfied customers who recommend our services to
other corporations.
track
7. Our ability to provide an entire range of research
and development services from concept to product
realization.
8. Our global delivery model, that leverages our global,
regional and local near-shore development centers and
collaborative technologies to help us better serve our
clients in this modern technology era.
9. Our ability to access, attract and retain highly skilled
personnel across key markets.
10. Our emphasis on engaging the culture of our new age
acquisitions and integrating these technologies with our
executional experience and service offerings to maximize
synergies for our clients.
11. Our ability to offer opportunities to work with cutting
edge technologies and focus on training is a critical
differentiator to the quality of our manpower.
12. The Wipro brand that is recognized globally for its
comprehensive portfolio of services, a practitioner’s
approach to delivering innovation and an organization-
wide commitment to sustainability.
13. Our commitment to the highest levels of corporate
governance.
IT products
We provide IT products as a complement to our IT services
offerings rather than sell standalone IT products.
IT products Customers
We provide our offerings to enterprises in all major industries,
primarily
including government,
defense, IT and IT-enabled services, telecommunications,
India market,
in the
34
Annual Report 2019-20 manufacturing, utilities, education and financial services
sectors. We have a diverse range of customers. For the year
ended March 31, 2020, we had one customer that accounted
for 21.9% of our overall IT Products segment revenue.
IT products Sales and Marketing
We are value-added resellers of third-party enterprise
products through our direct sales force. Our sales teams
are organized by industry vertical. Our global client partners
receive support from our corporate marketing team to assist
in brand building and other corporate level marketing efforts
for various market segments.
IT products Competition
Our competitors in the IT Products market include global
system integrators as well as local and niche services
providers operating in specific geographies like India. One
of the major challenges we encounter is margin pressure
due to competitive pricing. Achieving mindshare and market
share in a crowded market place requires differentiated
strategies on pricing, branding, delivery and products design.
In the system integration market, we believe we are favorably
positioned based on our brand, quality leadership, expertise
in target markets and our ability to create customer loyalty
by delivering value to our customers. The following factors
differentiate us from our competition:
1. Our decades of experience in serving in the IT business,
a proven track record of delivery excellence and satisfied
to other
customers who recommend our services
corporations.
2. Our deep understanding of the market especially in
the India
3. Our trusted ability to provide impartial advice on selection
of products.
4. The Wipro brand is recognized for serving the Indian market
for over seventy years.
5. Our commitment to environmental sustainability as well as
deep engagement with communities.
ISRE
The ISRE segment consists of IT Services offerings to
departments or ministries of the GoI and/or the Indian State
Governments, as well as to corporate entities where more
than 51% of the paid-up capital is held by the GoI or any
Indian State Government, either individually or jointly (i.e.,
a “Public Sector Undertaking”). In certain cases, corporate
entities which are held by the Central / State Government
35
(more than 51%), in turn hold more than 51% stake of paid-up
capital in other entities (i.e., a controlling stake), such other
entities are also classified as an ISRE.
We have pivoted our ISRE strategy to focus more on consulting
and digital engagements and to be selective in bidding for SI
projects with long working capital cycles.
We will be leveraging our strong practices in areas such
as taxation and e-governance, oil and gas and utilities,
along with our strong partner system, to work with Indian
government entities, Public Sector Undertakings and other
large companies classified as ISREs. For BFSI projects in our
ISRE segment, we aim to replicate our successes in areas
such as core banking transformation, and consulting.
ISRE Customers
We have customers across the GoI, Indian State Governments
and in industry segments such as BFSI and ENU in the form
of corporate entities where more than 51% of the paid-
up capital is held by the Central and/or State governments
of India. We work with multiple ISRE customers and our
top two ISRE customers contributed approximately 27%
of our ISRE revenues for the year ended March 31, 2020.
Our
ISRE
ISRE customer and second
customer accounted for 15.9% and 11.1%, respectively,
of our overall ISRE segment revenue for the year ended
March 31, 2020.
largest
largest
ISRE Sales and Marketing
Our ISRE business unit will focus on the unique customer
requirements and will create a “Go To Market” (“GTM”)
approach that will address the needs of the present as well
as future.
ISRE Competition
In the ISRE sector, our competition comes from both local and
global IT services companies, including large global consulting
firms. For the GoI segment, several small companies have
entered the market as disruptors, with most of these small
companies focused on penetration strategy.
The following factors differentiate us from our competition:
1. Our deep technology knowledge and domain expertise
specifically in BFSI and ENU.
2. Our strong partnership with key alliance partners
including hardware and software partners.
3. Significant experience in successfully delivering key
marquee programs and strong reference ability across
the ISRE sector.
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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 and propriety. Our Corporate
Governance philosophy is put into practice at Wipro through
the following four functional layers, namely,
Governance by Shareholders
Governance by Board of Directors
Governance
by Sub-
Committees
of Board of
Directors
Audit, Risk and Compliance Committee,
which also acts as Risk Management
Committee
Board Governance, Nomination and
Compensation Committee, which also
acts as CSR Committee
Strategy Committee
Administrative, Shareholders and
Investors Grievance Committee
(Stakeholders Relationship Committee)
Governance by
Management
process
Risk Management
Code of Business Conduct
Compliance Framework
The Ombuds process
Governance by Management process
Ensuring regulatory compliance and adherence to standards
is of utmost importance to Wipro. Wipro has a compliance
framework and the objective of this framework is to deploy
appropriate practices and processes to ensure compliance
with all applicable laws and regulations, globally and to
ensure compliance risks are identified, and adequately
mitigated. The Compliance framework includes the Global
Statutory Compliance Policy and Certification Process as
approved by the Audit Committee and Board of Wipro Limited.
Electronic dashboards, self-declaration checklists on
statutory obligations and audits are some of the mechanisms
to monitor and manage compliance in Wipro.
The Risk Steering Council and Risk and Governance
committee, meet on monthly & quarterly basis respectively,
to review key risk themes and provide direction and oversight,
to the risk management process.
Governance by Code of Business Conduct
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 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
Risk
Ownership
Audit Committee
of the Board
Oversight
Tone @ The
Top
C
o
n
t
i
n
Standard ERM
Framework people,
process, Technology
u
o
u
s
I
m
p
r
o
v
e
Risk Management
Team
m
e
n
t
Business Units &
Functions
Risk Management
| Identification | Analysis | Evaluate |
| Treatment | Monitoring |
Risk Category
| Goverance | Strategic | Operational |
| Compliance | Reporting |
36
Annual Report 2019-20
Major risks
Decisions made by local governments or public health
bodies owing to the COVID-19 pandemic, posing restrictions
on physical movement of employees thereby impacting
business continuity
Risk of an COVID-19 outbreak within the company’s
premises impacting employee Safety & well-being
Escalation of Information Security & Cyber Security risk on
account of increase in surface area of devices
Change in internal controls over financial reporting
Intellectual property violating or misusing our clients’
intellectual property rights or for breaches of third-party
intellectual property rights or confidential information in
connection with services to our clients.
Data privacy regulations (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.
Mitigation plan
We have a Business Continuity team in place which is cross
functional including delivery, legal, office administration,
procurement, IT enablement & IT security teams. They are
reviewing the situation closely and providing adequate
information on the appropriate measures to be taken to
remain compliant.
Constant communication on building employee awareness,
limited working from campus, proper sanitization, availability
of medical staff within the premises, appropriate social
distancing are already in place. We have a well-crafted BCP
plan in place if the outbreak affects one campus.
Based on the perceived risks, effective security controls
implemented to detect, prevent and remediate threats.
Program to continuously monitor the effectiveness of the
controls are implemented to effectively sustain the security
controls. Based on the changing threat landscape, focus is
on continuous improvement of the efficacy of the security
controls with the adoption of new processes and latest
technology solutions.
In response to the COVID-19 pandemic, we initiated our
business continuity program in March 2020 and facilitated our
employees to work remotely/work from home. Our business
continuity program and the design of our processes allow for
remote execution with accessibility to secure data. There were
no changes to our internal control over financial reporting that
have materially affected or are reasonably likely to materially
affect our internal control over financial reporting during the
period covered in this Annual Report.
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.
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. Wipro has implemented
the Data process/ Data transfer agreements with customers
as well as vendors for flow down DTA/DPA to ensure GDPR
governance of personal data. We have also strengthened
Wipro systems to strengthen personal data governance from
controller perspective. Also setup a process to handle subject
access requests related to personal data. Implemented
Personal incident management process to ensure speedy
governance on personal data related incidents; if any.
37
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Major risks
Regulatory Compliances covering various federal, state, local
and foreign laws relating to various aspects of the business
operations are complex and non- compliances can result in
substantial fines, sanctions etc.
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.
Work place environment, Safety and Security
Business Continuity risks arising out of climate change related
and other disruptions like natural disasters, IT outages, Cyber,
pandemic, terror and unrest, power, water and other resource
disruptions etc. which may challenge or impact our customers
business and 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
Mitigation plan
A program on statutory compliance is in place with the
objective to track all applicable regulations, the 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
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.
framework has been deployed
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.
Effective implementation of Business Continuity Management
System (BCMS) and framework aligned to ISO 22301 across
locations, accounts and service functions. The
global
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
69% of the USA workforce is local. In Latin America almost all
our employees are local.
38
Annual Report 2019-20 Capitals & Value Creation
MATERIAlITy DETERMInATIOn
& STAkEHOlDER EnGAGEMEnT
At Wipro, stakeholder engagement1 is an ongoing process.
Stakeholders identification is based on attributes such as
Impact, Influence, Interest, Legitimacy, Urgency and Diverse
Perspective. These attributes help identify stakeholders
across value chain that are important to business and
necessitates meaningful engagement. Based on these
identified eight stakeholder groups -
attributes, we
Employees, Customer,
Investors, Suppliers, Education
System, Communities & civil societies, Government
and Policy Networks and The Young Citizen and Future
Generation. We believe stakeholder inclusiveness is
central to the materiality determination process and it
is important to consider reasonable expectations and
interests of stakeholders so as to provide a balanced
view of the issues that emerge.
Materiality determination2 for the organization is
based on a comprehensive process that include
an internal materiality determination and external
benchmarking with peers and sustainability standards.
A significant part of materiality determination
stems from the organization’s overall mission, values,
commitments and competitive strategy as well as the
impact of or on its economic performance. An internal
perspective on risks as identified through organizational
processes like risk assessment studies and audits or self-
assessments using disclosure frameworks like financial/
sustainability reports, DJSI, CDP, etc. is considered. For
external benchmarking, we conduct an extensive review
of literature to identify issues considered as material
and identified as risks by our business peers and also
to understand expectations expressed in international
standards and agreements like Sustainability Accounting
Standard Board (SASB). The issues are then prioritized
based on multiple dimensions of risk, returns and relevance.
1 Refer to Summary of Stakeholder Engagement
2 Materiality Determination Exercise at https://www.wipro.com/content/dam/nexus/en/sustainability/sustainability_reports/sustainability-report-fy-2018-19.pdf
39
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Our Value Creation Framework
InPUTS
Intellectual Capital
R&D Investment
Social &
Relationship Capital
Customers, communities,
Investors, Suppliers
natural Capital
Natural resources like
water, fuel, air, land
biodiversity
Financial Capital
Funds available through
its business operations,
financing and investing
activities
Human
Capital
Workforce
competencies
& Skills
InFluenCerS
External Environment
Stakeholder Engagement
Materiality
Risks & Opportunities
Strategy
EnABlERS
Talent
IP & Platform
Open
Innovation
aCtIVItIeS
Providing Consulting
and IT services in
7 verticals/domains
across 6 continents
PIllARS
Business Transformation
Modernization
Connected
Intelligence
Trust
OUTPUTS
Intellectual
Capital
No. of patents filled and
granted, No. of people
trained in new skills
Financial Capital
Gross Profit, Operating Income,
Finance and Other Income,
Income Tax Paid
natural Capital
Emission, Water & Energy
savings, Biodiversity projects
in Campus, Advocacy on
Ecological issues
Social & Relationship Capital
Customer Satisfaction Scores
Profit attributable to equity holders,
Beneficiaries from community
projects, Environment footprint
reduction in Supply Chain
Human Capital
Productivity &
Retention
VISIOn | MISSIOn | VAlUES | CORPORATE GOVERnAnCE
Annual Report 2019-20
40
41
Wipro Limited
Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements InTER-RElATIOnSHIpS AMOnG CApITAlS
We have used capital framework namely Financial, Human, Intellectual, Social & Relationship and Natural capitals to report on
value created by the organization across its value chain. We have classified key material issues under these five capitals and
report on our approach, policies, process and initiatives implemented under each capital sections. The table below depicts the
interconnectedness of capitals through the lens of material issues for the organisation.
Input Capital
Relationship with other capitals
name of Capital
Engagement on Material
Issues
Hiring & Onboarding
Performance & Talent
Management
Human Capital
Learning & Development
Employee Well-being
Employee Engagement &
Communication
Data Security & IT Privacy
Customer Engagement
Supplier Envt/Social
Assessment
Community & Education
Social & Relationship
Capital
– Improved business performance
– Creation of IP, technology expertise
–Customer Engagement and improvement in CSAT/NPS scores
– Improved business performance
– Improved business performance
–Customer Engagement and improvement in CSAT/NPS scores
– Better CSAT/NPS Score
– Revenue, Profitability
– Customer retention and new customer acquisition
– Reduce impact on environment
– Better Employee Satisfaction Survey (ESS)
– Increase in brand and reputation
Intellectual Capital
Financial Capital
Natural Capital
Innovation
– Increase in customer retention and new customer acquisition.
Financial Performance
– Employee Benefits
– Patents, IP, Platforms
– Creating value for Customers Suppliers, Community, Investors
Emissions & Energy, Waste,
Water, Biodiversity
– Operational cost reduction
– Creating value for Customers Suppliers, Community, Investors
Aspect
Energy
Water
& Waste
Aspect Boundary
India (offices and DC’s) –98% coverage – Actuals
Overseas offices – 100% coverage - Estimated
India - 98% coverage - Actuals
Overseas - Not reported
SCOpE & BOUnDARy
natural Capital
India: 44 locations (includes 3 data centers) representing 77% of our workforce. 31 of these locations are owned (includes 3
data centers) and the balance are leased.
Overseas: 189 office locations. Most locations are leased and used as marketing/liaison offices.
Other capitals
Financial, Human, Intellectual, Social & Relationship Capital Entire organization i.e. Wipro Limited.
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.
42
Annual Report 2019-20 Financial Capital
WIpRO lIMITED AnD SUBSIDIARIES
Our revenues and profits for the years ended March 31, 2019 and 2020 are provided below:
Consolidated results
Revenues1
Cost of revenues
(` in millions except earnings per share data)
Fy 2019
589,060
(413,033)
Fy 2020
613,401
(436,085)
yoy Change
4.1%
5.6%
176,027
(44,510)
(35,951)
4,344
99,910
(7,375)
22,923
25,242
90,031
Gross profit
Selling and marketing expenses
General and administrative expenses
Other Operating Income2
Operating Income
Finance Expenses
Finance and Other Income
Income Taxes
Profit attributable to equity holders
As a percentage of Revenue
Gross Margin3
Selling and marketing expenses
General and administrative expenses
Operating Margin3
Earnings per share-Basic (`)4
Earnings per share-Diluted (`)4
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 ` 585,845 million and ` 610,232 million for the years ended March 31, 2019 and 2020 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.
177,316
(42,907)
(29,823)
1,144
105,730
(7,328)
24,081
24,799
97,218
0.7%
(3.6)%
(17.0)%
(73.7)%
5.8%
(0.6)%
5.1%
(1.8)%
8.0%
(0.8)%
(0.6)%
(1.2)%
0.4%
11.2%
11.2%
29.7%
7.6%
6.1%
16.8%
14.99
14.95
28.9%
7.0%
4.9%
17.2%
16.67
16.62
2 Other operating income represents:
(i) For the year ended March 31, 2019, net gain on sale of (a) hosted data center services business, and (b) the Workday business and Cornerstone OnDemand business.
(ii) For the year ended March 31, 2020, (a) change in fair value of the callable units upon partial achievement of business targets pertaining to sale of data center
business, and (b) gain on sale of assets pertaining to Workday business and Cornerstone OnDemand business in Portugal, France and Sweden.
3 Gross margin and operating margin as a percentage of revenue for year ended March 31, 2020 have been calculated by including Other Operating Income with Revenue.
4
In FY 2019-20, EPS growth is higher than Net profit growth largely due to reduction in number of equity shares due to completion of buyback
43
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Results of operations for the years
ended March 31, 2020
Revenue: Our revenue increased by 4.1%.
The IT Services segment revenue increased by 4.5%. The revenue
of all our industry verticals, except for TECH, grew during the year.
The growth was led by three of our industry verticals, BFSI, CBU
and ENU. The growth in these industry verticals was a result of
increase in our differentiated offerings across our geographic
and digital capabilities, as well as the depreciation of the Indian
Rupee against foreign currencies, including the U.S. Dollar, Euro,
United Kingdom Pound Sterling and Canadian Dollar. Growth
was partially offset by a decline in revenues due to the sale
of our hosted data center business, divestment of Workday
and Cornerstone OnDemand business to Alight Solutions
LLC, and the negative impact of COVID-19 on our revenues by
an estimated `1,055 million to `1,206 million ($14 million to
$16 million).
Revenue of the IT Products segment declined by 10.6%, which
was primarily due to our focus on providing IT products as a
complement to our IT services offerings rather than selling
standalone IT products and our change in strategy to focus on
consulting and digital engagements with ISRE clients rather
than SI engagements.
Revenue of the ISRE segment declined by 1.7%, which was
primarily due to scaling down of large engagements as we are
pivoting our ISRE strategy to focus on consulting and digital
engagements and to be selective in bidding for SI projects.
profitability: In absolute terms, cost of revenues increased by
5.6% primarily because of increase in employee compensation
due to the impact of salary increases, increase in headcount
during the year and depreciation of the Indian Rupee against
foreign currencies, including the U.S. Dollar, Euro, United
Kingdom Pound Sterling and Canadian Dollar. This was
partially offset by a reduction in sub-contracting/technical
fees and a reduction in the cost of hardware and software. As a
result of the foregoing factors, our gross profit as a percentage
of our total revenue decreased by 0.8%.
Selling and Marketing expenses : Our selling and marketing
expenses as a percentage of total revenue decreased from
7.6% for the year ended March 31, 2019 to 7.0% for the year
ended March 31, 2020. In absolute terms, selling and marketing
expenses decreased by 3.6% primarily because in the year ended
March 31, 2019, there was an impairment charge on certain
intangibles assets recognized on acquisitions. This decrease
has been partially offset by the increase in travel expenses in
the year ended March 31, 2020 as compared to the year ended
March 31, 2019
General and Administrative expenses: Our general and
administrative expenses as a percentage of revenue decreased
from 6.1% for the year ended March 31, 2019 to 4.9% for
the year ended March 31, 2020. In absolute terms, general
and administrative expenses decreased by 17.0%, primarily
due to charges paid against a one-time settlement of a
legal claim against the company included in the year ended
March 31, 2019. These decreases have been partially offset
by the increase in legal and professional fees and travel in the
year ended March 31, 2020 as compared to the year ended
March 31, 2019.
Other Operating income: During the year ended March 31,
2020, we recorded (a) `992 million toward change in fair
value of the callable units upon partial achievement of first
and second year’s business targets pertaining to sale of
data center business, and (b) `152 million toward gain on
sale of assets pertaining to the Workday and Cornerstone
OnDemand business in Portugal, France and Sweden, as
“Other operating income.”
As a result of the foregoing factors, our operating income
increased by 5.8%, from `99,910 million for the year ended
March 31, 2019 to `105,730 million for the year ended
March 31, 2020. As a result of the above, our results from
operating activities as a percentage of revenue (operating
margin) increased by 0.4% from 16.8% to 17.2%.
Finance expenses: Our finance expenses decreased
from `7,375 million for the year ended March 31, 2019 to
`7,328 million for the year ended March 31, 2020. This
decrease is primarily due to a decrease in interest expenses
on repayment of loan during the year ended March 31,
2020, which was partially offset by an increase in interest
expense on adoption of IFRS 16. Refer to Notes 3(viii) and
New Accounting Standards adopted by the Company in the
Notes to the Consolidated Financial Statements for further
information on the adoption of IFRS 16.
Finance and other income: Our finance and other income
increased from `22,923 million for the year ended March 31,
2019 to `24,081 million for the year ended March 31, 2020.
The increase is primarily due to an increase in interest income
by `1,503 million during the year ended March 31, 2020 as
compared to the year ended March 31, 2019.
Income taxes: Our income taxes decreased by `443 million
from `25,242 million for the year ended March 31, 2019
to `24,799 million for the year ended March 31, 2020. Our
effective tax rate has decreased from 21.9% for the year
ended March 31, 2019 to 20.2% for the year ended March 31,
44
Annual Report 2019-20 2020. This decrease is primarily due to changes in Indian tax
laws during the year ended March 31, 2020.
profit attributable to non-controlling interest: It has
increased from `142 million for the year ended March 31,
2019 to `495 million for the year ended March 31, 2020.
IT Services financials
As a result of the foregoing factors, our profit attributable
to equity holders increased by `7,187 million or 8.0%, from
`90,031 million for the year ended March 31, 2019 to `97,218
million for the year ended March 31, 2020.
performance Highlights- IT Services
(Figures in ` million except otherwise stated)
IT Services
Revenues1
Gross Profit
Selling and Marketing expenses
General and administrative expenses
Other Operating Income
Operating Income2
As a percentage of Revenue
Gross Margin3
Selling and marketing expenses
General and administrative expenses
Operating Margin3
Fy 2019
568,253
178,056
(44,207)
(35,690)
4,344
102,503
31.1%
7.8%
6.3%
17.9%
Fy 2020
594,041
178,788
(42,412)
(29,835)
1,144
107,685
30.0%
7.1%
5.0%
18.1%
yoy Change
4.5%
0.4%
(4.1)%
(16.4)%
(73.7)%
5.1%
(1.1)%
(0.7)%
(1.3)%
0.2%
1 For the purpose of segment reporting, we have included the impact of exchange rate fluctuations amounting to `3,208 million and `3,232 million for the years
ended March 31, 2019 and 2020, 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.
2
Includes Other Operating Income, which is being included to present the effect from the sale of hosted data center business and Workday and Cornerstone OnDemand
business, in the year ended March 31, 2019 and, in the year ended March 31, 2020.
3 Gross margin and segment results as a percentage of revenue have been calculated by including Other Operating Income with Segment Revenue.
Revenue: The IT Services segment revenue increased by
4.5%. Revenue for all our industry verticals, except for TECH,
grew during the year ended March 31, 2020. The growth was
led by three of our industry verticals, BFSI, CBU and ENU. The
growth in these industry verticals was a result of increasing
our differentiated offerings across our geographic and digital
capabilities, as well as depreciation of the Indian Rupee
against foreign currencies, including the U.S. Dollar, Euro,
United Kingdom Pound Sterling and Canadian Dollar. Growth
was partially offset by a decline in revenues due to the sale
of our hosted data center business, divestment of Workday
and Cornerstone On Demand business to Alight Solutions
LLC and the negative impact of COVID-19 on our revenues by
an estimated `1,055 million to `1,206 million ($14 million to-
$16 million).
profitability: Our gross profit as a percentage of our revenue
from our IT Services segment decreased by 1.1%, primarily
because of increases in employee compensation due to
salary increases, increase in headcount during the year and
depreciation of the Indian Rupee against foreign currencies,
including the U.S. Dollar, Euro, United Kingdom Pound Sterling
and Canadian Dollar. This was partially offset by a reduction
in sub-contracting/technical fees.
Selling and marketing expenses: Selling and marketing
expenses as a percentage of revenue from our IT Services
segment decreased from 7.8% for the year ended March 31,
2019 to 7.1% for the year ended March 31, 2020. In absolute
terms, selling and marketing expenses decreased by `1,795
million primarily because of an impairment charge on certain
intangibles assets recognized on acquisitions in the year
ended March 31, 2019. This decrease has been offset by the
increase in travel expense in the year ended March 31, 2020
as compared to the year ended March 31, 2019.
General and administrative expenses: General and
administrative expenses as a percentage of revenue from our
45
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements IT Services segment decreased from 6.3% for the year ended
March 31, 2019 to 5.0% for the year ended March 31, 2020.
In absolute terms, general and administrative expenses
decreased by `5,855 million, primarily due to charges paid
against a one-time settlement of a legal claim against the
company in the year ended March 31, 2019. This was offset
by an increase in legal and professional fees.
Other Operating Income: During the year ended March 31,
2020, we recorded (a) `992 million toward change in fair
value of the callable units upon partial achievement of first
and second year’s business targets pertaining to sale of
data center business, and (b) `152 million toward gain on
sale of assets pertaining to the Workday and Cornerstone
OnDemand business in Portugal, France and Sweden, as
“Other operating income”.
As a result of the above, segment results as a percentage of
our revenue from our IT Services segment increased by 0.2% ,
from 17.9% to 18.1%. In absolute terms, the segment results
of our IT Services segment increased by 5.1%.
In response to COVID-19, we are focusing on various cost
optimization initiatives, including:
• Re-skilling and re-deployment of our workforce from our
existing pool of talent, and new hiring will be done only for
business-critical reasons;
• Optimization of costs relating to travel, facilities and other
discretionary spends like marketing events;
• Deferment of annual increases in salary and progression
cycles; and
• Optimization of our variable workforce
(i.e., sub-
contractors), including replacing them with our existing
internal pool of talent.
Customer Size Distribution
for IT Services
number of clients in year
ended March 31,
2019
2020
> $1M
> $3M
> $5M
> $10M
> $20M
> $50M
> $75M
> $100M
571
339
262
172
96
41
22
10
574
341
260
166
96
40
22
15
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 eight quarters of FY 2020 and FY 2019. Our revenue
performance in all the quarters of FY 2019 and FY 2020 has
been within the guidance range.
Guided Outlook versus Actuals
Quarter ending
Guidance
Amounts in $ million
Achievement in guided currency Reported currency revenue
31st Mar 2020
31st Dec 2019
31st Sept 2019
31st Jun 2019
31st Mar 2019
31st Dec 2018
31st Sept 2018
31st Jun 2018
2,095-2,137
2,065-2,106
2,039-2,080
2,046-2,087
2,047-2,088
2,028-2,068
2,009-2,049
2,015-2,065
2,104.1
2,085.7
2,061.0
2,061.0
2,067.9
2,056.8
2,059.9
2,064.2
2,073.7
2,094.8
2,048.9
2,038.8
2,075.5
2,046.5
2,041.2
2,026.5
46
Annual Report 2019-20 Business Unit Wise performance
Business unit
Revenue
Fy 2019
2,503
Revenue
Fy 2020
2,564
(Figures in $ millions except otherwise stated)
Growth yoy% in
reported currency
2.6%
Growth yoy% in
constant currency
4.0%
Margins
Fy 2019
19.3%
Margins
Fy 2020
18.5%
BFSI
CBU
COMM
ENU
Health BU
MFG
TECH
Total
1,276
466
1,040
1,075
666
1,094
8,120
1,346
470
1,062
1,090
669
1,054
8,256
6.8%
0.9%
2.4%
2.3%
1.1%
(1.3)%
2.5%
8.1%
3.5%
5.4%
2.8%
2.5%
-0.6%
3.9%
18.8%
13.5%
9.7%
11.5%
17.9%
20.8%
17.9%
17.2%
15.8%
15.9%
15.4%
19.2%
18.9%
18.1%
Geography Wise performance
Geo
Americas
Europe
Rest of the World
Total
Revenue
Fy 2019
4,615
2,069
1,436
8,120
Revenue
Fy 2020
4,882
1,981
1,393
8,256
(Figures in $ millions except otherwise stated)
Growth yoy% in
reported currency
7.3%
(4.3)%
(3.0)%
2.5%
Growth yoy% in
constant currency
7.6%
(1.3)%
(0.4)%
3.9%
IT products
Our IT Products segment accounted for 2.1% and 1.8% of our revenue for the years ended March 31, 2019 and 2020, respectively, and
(1.0)% and (0.3)% of our operating income for each of the years ended March 31, 2019 and 2020, respectively.
Operating results of the IT Products segment are as follows:
Revenue1
Gross Profit
Selling and Marketing expenses
General and administrative expenses
Operating Income
As a percentage of Revenue:
Gross Margin
Selling and Marketing expenses
General and administrative expenses
Operating Margin
(Figures in ` million except otherwise stated)
Fy 2020
Fy 2019
12,312
11,010
(255)
(168)
(623)
(1,047)
(2.1)%
1.4%
5.1%
(8.5)%
120
(274)
(128)
(282)
1.1%
2.5%
1.2%
(2.6)%
Revenue: Our revenue from the IT Products segment decreased
by 10.6%. The decline was primarily due to our focus on providing
IT products as a complement to our IT services offerings rather
than sell standalone IT products, and our adoption of a more
selective approach in bidding for SI engagements.
profitability: Our gross profit as a percentage of our IT Products
segment revenue increased by 3.2%, primarily because of
optimization in cost of delivery in certain customer contracts
and reduction in sub-contracting/technical fees.
Selling and marketing expenses: Selling and marketing
expenses as a percentage of revenue from our IT Products
segment increased from 1.4% for the year ended March
31, 2019 to 2.5% for the year ended March 31, 2020. In
absolute terms, selling and marketing expenses increased by
`106 million.
General and administrative expenses: General and
administrative expenses as a percentage of revenue from our
IT Products segment decreased from 5.1% for the year ended
March 31, 2019 to 1.2% for the year ended March 31, 2020. In
47
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
absolute terms, general and administrative expenses decreased
by `496 million primarily on account of decreases in lifetime
expected credit loss.
As a result of the above, in absolute terms, segment results of
our IT Products segment recorded a loss of `282 million for the
year ended March 31, 2020 as compared to segment loss of
`1047 million for the year ended March 31, 2019.
ISRE
Our ISRE segment accounted for 1.5% and 1.4% of our revenue for the years ended March 31, 2019 and 2020, respectively, and (1.8)%
and (1.7)% of our operating income for each of the years ended March 31, 2019 and 2020, respectively.
Operating results of the ISRE segment are as follows:
(Figures in ` million except otherwise stated)
Fy 2019
Fy 2020
Revenue1
Gross Profit
Selling and Marketing expenses
General and administrative expenses
Operating Income
As a percentage of Revenue:
(12.6)%
Gross Margin
4.4%
Selling and Marketing expenses
4.7%
General and administrative expenses
(21.7)%
Operating Margin
1 Finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the
8,400
(1060)
(368)
(394)
(1,822)
8,544
(1382)
(294)
(153)
(1,829)
(16.2)%
3.4%
1.8%
(21.4)%
respective segment and is eliminated under reconciling items.
Revenue: Our revenue from the ISRE segment decreased
by 1.7%. This was primarily due to scaling down of large
engagements and pivoting our ISRE strategy to focus on
consulting and digital engagements and to be selective in
bidding for SI projects.
profitability: Our gross profit as a percentage of our ISRE
segment revenue increased by 3.6%, primarily on account of
closure of loss-making engagements.
expenses:
and marketing
Selling
and
marketing expenses as a percentage of revenue from
our
increased from 3.4% for the year
ended March 31, 2019 to 4.4% for the year ended
March 31, 2020. In absolute terms, selling and marketing
ISRE segment
Selling
expenses increased by `74 million, primarily due to increase
in employee compensation.
General and administrative expenses: General and
administrative expenses as a percentage of revenue from our
ISRE segment increased from 1.8% for the year ended March
31, 2019 to 4.7% for the year ended March 31, 2020. In absolute
terms, general and administrative expenses increased by
`241 million. This was primarily on account of increase in
lifetime expected credit loss.
As a result of the above, in absolute terms, segment results of
our ISRE segment recorded a loss of `1,822 million for the year
ended March 31, 2020 as compared to a loss of `1,829 million
for the year ended March 31, 2019.
Resource Allocation Strategy
net cash provided by/ (used in) :
Operating activities
Investing activities
Financing activities
Net change in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalent
Cash and cash equivalent at the end of the period
Fy 2019
Fy 2020
yoy change
(` in millions)
116,316
50,126
(49,369)
117,073
526
158,525
100,643
34,012
(150,998)
(16,343)
1,922
144,104
(15,673)
(16,114)
(101,629)
(133,416)
1,396
(14,421)
48
Annual Report 2019-20
As of March 31, 2020, we had cash and cash equivalent and
short-term investments of `334,134 million. Cash and cash
equivalent and short-term investments, net of total debt, was
`256,092 million.
In addition, we have unutilized credit lines of `45,404 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 by operating activities for the year ended
March 31, 2020 decreased by `15,673 million while profit for
the year increased by `7,540 million during the same period.
The decrease in cash generated by operating activities is
primarily due to increased working capital requirements. This
was partially offset by income tax refunds for the previous year
received during the year ended March 31, 2020.
Cash generated from investing activities for the year
ended March 31, 2020 was `34,012 million. The cash
generated from sale of investments (net of purchases)
amounted to `34,579 million. Cash utilized for the payment
for business acquisitions amounted to `10,003 million. We
purchased property, plant and equipment amounting to
`23,497 million which was primarily driven by the growth
strategy of the Company
Cash used in financing activities for the year ended March
31, 2020 was `150,998 million as against `49,369 million for
the year ended March 31, 2019. This is primarily on account of
outflow for an equity share buyback amounting to `105,311
million and increased outflow on account of partial repayment
of loans taken for acquisitions. Payment toward the dividend
including dividend distribution tax for the year ended March
31, 2020 amounted to `6,863 million. Dividends paid in the year
ended March 31, 2020 represents interim (and final) dividend
declared for the year ended March 31, 2020 amounting to
`1 per share.
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 14 of our Notes to the
Consolidated Financial Statements for additional details on
our borrowings.
As discussed above, 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.
COVID-19 may have an impact on our cash conversion cycle due
to delays in customer payments and may result in increased
working capital requirements. However, we believe that we
have sufficient cash balances to overcome the incremental
increase in working capital requirements.
As of March 31, 2020, we had contractual commitments
of `14,011 million
($185.8 million) related to capital
expenditures on construction or expansion of software
development facilities and `17,024 million ($225.8 million)
related to other purchase obligations. Plans to construct or
expand our software development facilities are determined
by our business requirements.
We will rely on funds generated from operations and external
debt to fund potential acquisitions and shareholder returns.
We expect that our cash and cash equivalents, investments
in liquid and short-term mutual funds and the cash flows
expected to be generated from our operations in the future
will generally be sufficient to fund the growth aspirations,
as applicable.
In the normal course of business, we transfer certain
accounts receivables and net investment in finance lease
(financial assets) to banks on a non-recourse basis. The
incremental impact of such transactions on our cash flow
and liquidity for the years ended March 31, 2019 and 2020
is not material. Please refer to Note 19 of our Notes to
Consolidated Financial Statements.
As of March 31, 2019 and 2020, our cash and cash equivalents
were primarily held in Indian Rupees, U.S. Dollars, United
Kingdom Pound Sterling, Euros, and Australian Dollars.
Shareholder Returns
We have always strived to enhance shareholder value for
our investors. The Company’s policy has been to provide
regular, stable and consistent distribution of return. There
is no change in our philosophy on shareholder return.
Cash Dividends: During the year ended March 31, 2019 we
declared a dividend of `1 per equity share. The cash dividend
paid per equity share during the year ended March 31, 2020
49
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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, 2020.
Buyback of equity shares: During the year ended March 31, 2020,
we concluded the buyback of 323,076,923 equity shares at a
price of `325 ($4.31) per equity share, as approved by the Board of
Directors on April 16, 2019 and by shareholders resolution dated
June 1, 2019 passed through postal ballot and electronic voting.
This has resulted in a total cash outflow of `105,000 million
($1,393 million). As a result of the buyback, our share capital has
been reduced by `646 million ($8.57 million).
Assessment of key Risks
Global Economic and Geo political Risks: We derive
approximately 57% of our IT Services revenue from the
Americas (including the United States) and 24% of our IT
Services revenue from Europe. If the economy in the Americas
or Europe 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 revenues and profitability. Our clients are concentrated
in certain key industries. Any significant decrease in the
growth of any one of these industries, or widespread changes
in any such industry, may reduce or alter the demand for our
services and adversely affect our revenue and profitability.
Uncertainty relating to the global health pandemic on
COVID-19: In assessing the recoverability of receivables
including unbilled receivables, contract assets and contract
costs, goodwill, intangible assets, and certain investments,
internal and external
the Company has considered
information up to the date of approval of these financial
statements including credit reports and economic forecasts.
The Company has performed sensitivity analysis on the
assumptions used herein. Based on the current indicators of
future economic conditions, the Company expects to recover
the carrying amount of these assets.
its assessment believes that the
The Company basis
probability of the occurrence of forecasted transactions is
not impacted by COVID-19. The Company has also considered
the effect of changes, if any, in both counterparty credit risk
and own credit risk while assessing hedge effectiveness and
measuring hedge ineffectiveness and continues to believe
that there is no impact on the effectiveness of its hedges.
The impact of COVID-19 remains uncertain and may be
different from what we have estimated as of the date of
approval of these consolidated financial statements and
the Company will continue to closely monitor any material
changes to future economic conditions.
Taxation Risks: Our profits for the period earned from providing
services at client premises outside India are subject to tax in
the country where we perform the work. Most of our taxes paid
in countries other than India can be applied as a credit against
our Indian tax liability to the extent that the same income is
subject to taxation in India. Currently, we benefit from certain
tax incentives under Indian tax laws. These tax incentives
include a tax holiday from payment of Indian corporate income
taxes for our businesses operating from specially designated
Special Economic Zones (“SEZs”). Changes to these incentives
and other exemptions we receive due to government policies
can impact our financial performance.
Wage pressure: Our wage costs in emerging markets have
historically been significantly lower than wage costs in the
developed markets for comparably skilled professionals, and
this has been one of our competitive advantages. However,
wage increases in emerging markets may prevent us from
sustaining this competitive advantage and may negatively
affect our profit margins. We may need to increase the levels
of our employee compensation more rapidly than in the past
to retain talent. Unless we are able to continue to increase
the efficiency and productivity of our employees over the long
term, wage increases may reduce our profit margins. The
inability to provide adequate wage increases may result in
attrition and impact competitiveness.
Components of Market Risks
Foreign currency risk : We operate internationally and a major
portion of our 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 our revenue is in U.S. Dollars, United
Kingdom Pound Sterling, Euros, Australian Dollars and
Canadian Dollars while a large portion of our costs are in
Indian Rupees. The exchange rates between the rupee and
these currencies have fluctuated significantly in recent years
and may continue to fluctuate in the future. Appreciation of
50
Annual Report 2019-20 the Indian Rupee against these currencies can adversely
affect our results of operations.
We evaluate our exchange rate exposure arising from these
transactions and enter into foreign currency derivative
instruments to mitigate such exposure. We follow established
risk management policies, including the use of derivatives
like foreign exchange forward/option contracts to hedge
forecasted cash flows denominated in foreign currency.
We have designated certain derivative instruments as cash
flow hedges to mitigate the foreign exchange exposure
of forecasted highly probable cash flows. We have also
designated foreign currency borrowings as hedges against
respective net investments in foreign operations.
As of March 31, 2020, a `1 increase in the spot exchange
rate of the Indian rupee with the U.S. dollar would result
in approximately `1,972 million (Consolidated Statement
of Income `658 million and other comprehensive income
`1,314 million) decrease in the fair value, and a `1 decrease
would result in approximately `1,912 million (consolidated
statement of income `658 million and other comprehensive
income `1,254 million) increase in the fair value of foreign
currency dollar denominated derivative instruments.
Interest rate risk: Interest rate risk primarily arises from
floating rate borrowing, including various revolving and other
lines of credit. Our investments are primarily in short-term
investments, which do not expose us to significant interest
rate risk. From time to time, to manage our net exposure to
interest rate risk relating to borrowings, we may enter into
interest rate swap agreements, which allows us to exchange
periodic payments based on a notional amount and agreed
upon fixed and floating interest rates. Certain borrowings
are also transacted at fixed interest rates. If interest rates
were to increase by 1% from March 31, 2020, additional net
annual interest expense on our floating rate borrowing would
amount to approximately `773 million.
Credit risk : Credit risk arises from the possibility that
customers may not be able to settle their obligations as
agreed. To manage this, we periodically assess the financial
reliability of customers, considering the financial condition,
current economic trends, forward-looking macroeconomic
information, 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, 2020 or for revenues
for the year ended March 31, 2020. There is no significant
concentration of credit risk.
Counterparty risk: Counterparty risk encompasses issuer
risk on marketable securities, settlement risk on derivative
and money market contracts and credit risk on cash and time
deposits. Issuer risk is minimized by only buying securities in
India which are at least AAA 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.
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. Our 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, 2020, our cash and cash equivalents are held with major
banks and financial institutions.
Risk management procedures
We manage market risk through a corporate treasury
department, which evaluates and exercises independent
control over the entire process of market risk management.
Our corporate treasury department recommends risk
management objectives and policies, which are approved
by senior management and Audit Committee. The activities
of this department include management of cash resources,
implementing hedging strategies for foreign currency
exposures, borrowing strategies, and ensuring compliance
with market risk limits and policies.
Foreign exchange risk management policy
and results
We evaluate our foreign exchange rate exposure arising
from operations and enter into foreign currency derivative
instruments to mitigate such exposure. We have a consistent
hedging policy, designed to minimize the impact of volatility
in foreign exchange fluctuations on the earnings and assets
& liabilities.
We evaluate exchange rate exposure arising from transactions
and positions and enter into foreign currency derivative
instruments to mitigate such exposure. We follow established
51
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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 45% 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, 2020 stood at
$ 2.7 billion dollars.
Internal control systems and their adequacy
We have presence across multiple countries, and a large
number of employees, suppliers and other partners
collaborate to provide solutions to our customer needs.
Robust
internal controls and scalable processes are
imperative to manage the global scale of operations.
The Management has laid down internal financial controls to
be followed by the Company. We have adopted policies and
procedures for ensuring the orderly and efficient conduct of
the business, including adherence to the Company’s policies,
the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.
key Ratios
particulars
Revenue in ` million (% terms)
IT Services Operating Margin (% terms)
Net Income Margin (% terms)
Earnings per share in ` (% terms)
Price Earning Ratio (times)
Return on Networth (% terms)
Current Ratio (times)
Debtors Turnover (times)
Free Cash Flow as % of Net Income (% terms)
Debt-equity (times)
Interest Coverage Ratio (times)
F - Favourable
A - Adverse
Reasons for significant changes:
• Our Free Cash flow is computed as operating cash flow less
net capital expenditure. Our operating cash flow was lower
due to increased working capital requirements during the
year ended March 31, 2020.
• Return on Networth is computed as Net Profit by average
Networth. The increase in the Net income from `90,031
million in FY 2019 to `97,218 million in FY 2020 has resulted in
improvement of Return on Networth.
Fy 2019
589,060
17.9%
15.3%
14.99
17.0
17.0%
2.7
5.8
106.0%
0.2
17.8
Fy 2020
yoy Change
613,401
18.1%
15.8%
16.67
11.8
17.2%
2.4
5.8
80.7%
0.1
20.6
4.1% F
0.2% F
0.5% F
11.2% F
(0.3) A
0.2% F
(0.3) A
0.01 F
(25.3)% A
(0.03) F
2.8 F
• Price earnings ratio is computed as Market share price by
Earnings per share. The decrease in PE ratio was due to
impact of COVID-19 crisis on our share price.
52
Annual Report 2019-20 Human Capital
VAlUE CHAIn
Our human capital approach integrates people strategies
which are based on the current and future business
requirements. Our policies, processes and systems flow from
these strategies which encompass our employee lifecycle.
We also make sure these policies, processes and systems
comply with the laws of the land and international standards
wherever applicable. The outcomes of these people
interventions are evident in our people result indicators,
which directly or indirectly contribute to the intellectual,
social, natural and financial capital of Wipro. As part of our
governance process, the strategies, processes, and results
are reviewed periodically by the leadership and course
corrections are made when and where necessary. Throughout
this value chain, our strategies, processes and policies
reflect an unflinching commitment to the Spirit of Wipro
values, as well as globally recognized principles of business
responsibility, human rights and corporate governance.
CUlTURE / VAlUES
While our company has transformed many times over the
years, the Spirit of Wipro – our core values – has been the
only constant. It is our true north that connects us with
the past and guides us into the future. As we embark on a
journey of culture transformation, these values are put into
action through the Five Habits, which are essential to drive
53
a growth mindset. The Five Habits are Being Respectful,
Being Responsive, Always Communicating, Demonstrating
Stewardship and Building Trust. We believe in their combined
power to build our culture for tomorrow. Five Habits is a
movement at Wipro, championed by the Chairman and driven
by our leaders for all employees to embrace. The Five Habits
will be introduced in phases over 6 - 9 months. As part of
phase 1, we have completed immersive sessions with the
top 1000 leaders of our organization as we believe they can
spearhead and influence the change.
pEOplE STRATEGy
Our people strategies are geared towards creating an
employee experience through diverse learning opportunities,
great careers, a strong employer brand and an empowering
and inclusive culture. Our employees find meaning in what
they do while they create value for Wipro.
pEOplE pROCESSES: kEy
HIGHlIGHTS Fy2020
• Hiring and Onboarding: Localization continues to be a
strategic focus for our talent agenda, and we have made
considerable progress in our key markets in Europe and
APAC in FY20. Our comprehensive onboarding program
aided by best-in-class systems help assimilate new talent
seamlessly within Wipro. Our recruitment process has
become more inclusive with diversity-focused sourcing.
As an equal opportunity employer, we do not discriminate
on the basis of race, colour, religion, sex, national origin,
gender identity, gender expression, sexual orientation,
disability status.
• Performance and Talent Management: Our development-
focused performance management system is based on
the principles of meritocracy, fairness and transparency.
Our quarterly review process continues to be a strong
platform
to encourage candid, constructive and
meaningful feedforward discussions between employees
and managers. Along with the annual succession planning,
there is an annual 360-degree feedback survey where
employees in middle and senior level roles receive feedback
on 8 qualities from their teams, peers, internal customers,
managers, and external customers.
• Employee Wellbeing
· physical Wellbeing: We are always actively coming up
with interventions to enhance the physical wellbeing of
our employees, some of the interventions in this regard
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements have been around Health and Safety Risk Assessment,
all round safety and security measures including training
and sensitization to meet the standard competence
required by law in performing ones duties. All campuses
maintain a conducive work environment in line with
Indian/International standards. A Food Safety Standards
Authority of India (FSSAI) license is mandatory for vendors
operating within Wipro owned locations in India. All our
facilities have safety committees, which meet quarterly
and participate in risk assessments, safety inspections,
incident investigations and hygiene audits. More than
4000 permanent and contract employees participated in
committees on safety, food, transport, etc. across India,
to represent the interests of the workforce.
· Emotional Wellbeing: With our hectic lifestyles, employees
sometimes need additional help and guidance for their
emotional wellbeing. Mitr is our employee counseling
and support forum in India. In geographies outside India,
we have employee counseling services provided as a part
of Employee Assistance Programs.
· Financial Wellbeing: We continually strive to provide our
full-time and part-time employees with compensation
packages commensurate with their skills and experience
and in accordance with laws of the land. Our benefits
program follow an integrated approach and provide a
range of options for better financial and social security,
including efficient tax-management options, life and
accident insurance, medical packages and assistance
in managing financial issues. We started providing long-
term incentives by granting restricted stock units (RSUs)
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 significantly rewards
higher peformance.
instituted several global
• Employee Experiences, Engagement and Communication:
initiatives and
We have
communication channels to enable employee participation,
engagement and feedback. These
include All Hands
Meets, Yammer blogs and employee connects with senior
leadership, podcasts, collaborative platforms like MS
Teams, WebEx and more. Employee Experience Survey
is the formal mechanism to capture employee feedback,
annually. We could not have the 2019-20 survey cycle
because of the COVID-19 lockdown.
· Digitization and Talent Analytics: We continue to
embrace the digital trend, transform our internal systems
and find ways to use digitization and talent analytics to
drive business outcomes and employee experience.
54
identities towards
· Inclusion and Diversity (I&D) – Our I&D charter focuses
on gender, persons with disabilities, the LGBTQ+
community, nationalities, underprivileged communities
and suppliers. Our definition goes beyond diversity
inclusion for all- embracing
of
diversity of personalities, age, education, parenthood,
religion, function, skill etc. Across the spectrum, we
remain focused on building a plurality of ideas and on
elimination of unconscious bias. We firmly believe in
making Inclusion a “way of life” for each individual in the
organization. Our values are the cornerstone of our I&D
practices. Further, I&D is a key agenda item in our Board
reviews. Wipro’s key diversity initiatives include a focus
on returning mothers, support for parents, sensitisation
and conversations, inclusion of Persons with Disabilities
and LGBTQ employees. In our continuous endeavour to
build an inclusive workplace, we inaugurated Mitti Caffe
which is run by, Persons with Disabilities, at one of our
campuses in Bengaluru.
• 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 Continental Europe
and Latin America which constitute about 2.7% of our
workforce with a further 2.0% under collective bargaining
agreements.
• Human Rights & Values at Wipro Human Rights related
polices and Commitment
· Commitment to Human Rights: Wipro is committed to
protecting and respecting Human Rights and remedying
rights violations when
identified. Providing equal
employment opportunity, ensuring distributive, procedural
and interactional fairness, creating a harassment-free,
safe environment and respecting fundamental rights
are some of the ways in which we ensure the same. Our
Code of Business Conduct (COBC), Supplier Code of
Conduct 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). They cover all employees, suppliers, clients,
communities and countries across geographies where we
do business. Wipro is also one of the founding members of
CII’s Business for Human Rights Initiative.
· Risk
Identification process: We have established
committees/processes
and
formulate strategies to address issues pertaining to
compliance, safety and a harassment-free workplace.
progress
review
to
Annual Report 2019-20 These processes are periodically reviewed by the top
management. We keep our employees informed about
these processes regularly through trainings, mailers and
internal social media platforms.
· Identified Risks: Through various audits and feedback
we have identified the following as potential risks to
Human Rights:
- Benefits and engagement of extended/contract
workforce
- Unconscious bias at the workplace.
· Mitigation policies/processes: We have created specific
interventions to tackle these issues:
- Contract Employee Engagement: We engage contract
employees for end user support and infrastructure
support for our customers across India. The duration of
engagement varies depending upon the project and role.
We have structured induction and eLearning modules
on Code of Business Conduct, Prevention of Sexual
Harassment (POSH) and Data privacy available to partner
employees. In addition, a Chatbot is provided to them to
address any queries or doubts on policies and guidelines.
As part of our Partner Engagement Program, we conduct
periodic partner employee connects at account and
region level across India where we address their concerns
and queries, take feedback and provide career guidance.
- Sensitization on Unconscious Bias: At present, over
1,28,000 employees have undertaken the Unconscious
Bias E-module. Additionally, 140000+ employees have
been certified through the mandatory Online Assessment
module of Prevention of Sexual Harassment.
people Results
We have a culture of transparent and voluntary reporting
include the Business Responsibility Report, the
which
Sustainability Report, the Dow Jones Sustainability Index,
Ethisphere Institute etc. This has strengthened our employer
brand and our internal business processes helping to create
differentiated people outcomes. 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
targets are:
• Attrition – low to mid double digits with focus on retaining
top talent
• Employee Experience Survey (EES) Score – We usually
conduct our annual EES survey in March. We could not
conduct the EES this year because of the COVID-19 crisis
and the challenges associated with it during this timeframe.
SDG AlIGnMEnT
Sustainable Development Goals (SDG) are the 17 global
goals for 2030 adopted by UN member states in 2015. The
goals provide a blueprint for peace and prosperity for people
and the planet. At Wipro, some of the key SDGs that our
programs map to are given below:
55
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Intellectual Capital
Intellectual Capital is core to Wipro’s Strategy.
It creates value for the customers and drives
sustained growth, differentiation, non-
linearity and profitability for Wipro. Wipro’s
Intellectual Capital comprises scalable
domain and technology IPs that are built for
high opportunity areas leveraging partners,
academia and start-up ecosystem.
Wipro has a versatile portfolio of cutting-edge products
and platforms, which are designed to transform business
operations, increase the speed of change, and reduce the
cost of change across industry domains. They are aligned to
Wipro’s ‘Digital First’ strategy, focused on the outcomes of
Transformation, Modernization, Connected Intelligence, and
Trust. They are easily and quickly deployable and offered
in flexible and simplified outcome-based and as-a-service
commercial constructs.
launched an
Wipro has
idea-hunting program called
“The Great Blue Heron” (The bird – Great Blue Heron is a
great fisher and fishing is used as a metaphor for idea
hunting) for capturing high-potential opportunities across
56
customers, domains and technologies. Great Blue Heron’s
HaBBIT Framework is then leveraged to add the solution
to the portfolio. Through HaBBIT, the solutions can be
commercialized using any of the five ways – Harvest &
co-Innovate (Eg. CROAMIS, Pipe Sleuth), Build IP (Eg.
VirtuaDeskTM), Buy IP (Eg. Topcoder, Promax), Invest through
Wipro Ventures and Technology Themes & Big Bets.
Once the solution and development approach is finalized, it can
then be funded through the Horizon Program which is designed
to identify & incubate disruptive ideas and drive significant
growth & differentiation for Wipro from a 2-3 year horizon
standpoint. Through this program, Wipro funds development
of products, platforms, solutions and competencies.
During FY20, we incubated themes like Intelligent Network
Automation, Robotics, and Virtual Automation Engineer (a
quality assurance and testing product). The Horizon Program
also continued investing in software for Autonomous Vehicle
operations, AutoInsights, CROAMIS, SmartTwin (Digital Twin),
Open Banking API Platform, TopCoder and SDX 2.0 (Software
Defined Everything). Wipro has also funded building new and
differentiated skills on Servicenow and Anaplan through
this program.
Ip ASSETS
Wipro has a rich portfolio of 60+ enterprise-grade products,
platforms and frameworks and has been actively investing in
strengthening, enhancing and refreshing the portfolio. Here
are some examples:
Wipro has invested in enhancing VirtuaDesk™ considering
steep increase in demand for remote work place solutions.
We have added several key features this year such as hybrid-
cloud & multi-cloud capabilities, application performance
assurance and application life-cycle management in virtual
desktop environment.
Wipro HOLMES™ enhanced its end-to-end problem solving
capabilities delivering persona-based solutions, targeted at
specific stakeholders of enterprises.
In line with the changing priorities of our clients, Wipro’s Open
Banking platform has been enhanced over the past year with
several new product capabilities and toolsets. The platform is
strengthened by reimagining the 360-degree relationship with
Banks, FinTechs, 3rd parties, Regulators and the overall Open
Banking ecosystem emerging across different geographies.
Annual Report 2019-20 Wipro has continued its investments in strengthening assets
like NetOxygen, Medicare Advantage, Health Plan Services,
Promax and Topcoder.
Co-Innovation and Open Innovation: Our Open Innovation
programs extend our innovation capabilities by coopting an
extended innovation ecosystem of startup partners, academia
and expert networks. During the year ended March 31, 2020,
we expanded our academia research footprint by entering
into new research collaboration agreements with multiple
universities across the world. Today our research teams work
with the University of Texas at Austin, Tel Aviv University,
Israel, Swinburne University, Melbourne,
IIT Kharagpur,
IISc Bangalore, University of Agricultural
IIT Madras,
Sciences, Bangalore, among others where we cover AI,
NLP, encryption, 5G, Blockchain, autonomous vehicles, CV
and other critical new technologies. We were successful in
incubating new innovative startup partners and in scaling
many existing relationships through joint engagements. We
also did interesting work with select major consortiums and
standards organizations that extend our views and influence
in the innovations being developed through their work.
Our Robotics practice is developing smart factory solutions
using robots, cobots, drones and other technologies that
will optimize production lines significantly.. We are digitizing
& orchestrating the process for few smart product lines
projects, using AI and generating rich analytics that should
help reimagine production for the post-COVID normal. We
believe that these initiatives will enable the factory of the
future.
We have also worked on building capability in application
of 5G technologies. We are engaging with IIT Kharagpur
and University of Oulu on RF, New waveform and precision
localization tech. research for 5G and beyond.
AutoInsights, a connected vehicle and mobility platform,
is a strategic investment from Wipro. Today this platform
is used across the globe by various Automotive OEM’s and
its ecosystem players helping them maximizing a vehicle’s
lifetime value. Recently we have also signed a co-innovation
agreement with a motorcycle OEM to customize AutoInsights
patented solution to build a very unique and industry-first
dealership digitalization experience using connected bike
data and voice-enabled smart helmet.
Wipro Autonomous Systems team in collaboration with
the Indian Institute of Science, focus on research in data
annotation, simulation and the navigation algorithms, social
driving behavior, explainable AI, and other areas relevant
for autonomous vehicle operations. Wipro is also working
together with the National Institute of Design, on design
aspects of these vehicles.
Research Areas and Solutions in Advanced Technology
Areas: Topcoder, a Wipro Company, is the world’s largest
technology network and on-demand digital talent platform
with more than 1.5 million developers, designers, data
scientists, and testers around the globe. Topcoder empowers
organizations to leverage the flexibility of its key enterprise
offerings around Enterprise Crowdsourcing (Design, QA, Dev,
Data Science), Talent as a Service (TaaS), and Workforce
Transformation (Strategic Consulting).
Innovation Centres: Our innovation incubation centers,
the Technovation Center at Bengaluru and the Silicon
Valley Innovation Center in Mountain View, California, build
technology-led innovation to visualize the “art of the possible”
in emerging business environments for our customers globally.
These Centers bring together an innovation ecosystem, a set
of best practices, IP and research and development resources
to help our clients develop successful initiatives and hosted
around 300+ customers and other visitors over the last year
and showcased our best technologies and solutions.
patent Filings: Our R&D work has contributed to some
significant patent applications during the FY
in key
technology domains. As has been reported earlier we have
been investing in building a focused patent portfolio that
protects critical Wipro IP. As of FY20, we have a total of 2301
patents filed in various Patent Jurisdictions across the world,
of which 741 have been granted. Recognition of our work in IP
creation has come in the form of the prestigious Enterprise
Trophy presented to us by the World Intellectual Property
Organization, as well as the National IP Award from the Govt.
of India.
Highlights for the year
•
In the year ended March 31, 2020, Wipro filed 255 patents
and currently has approximately 741 registered patents
and 1560 patent applications pending registrations in
various jurisdictions across the world.
• Wipro won the “Asia IP Elite” award from the Intellectual
Asset Management publication for the sixth consecutive
year for best IP Practices
57
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Social & Relationship Capital
companies like ourselves to deliver high quality service on
a global scale and at competitive costs. Our comprehensive
range of offerings
integrate digital solutions through
innovative service delivery models and deep industry insights,
leveraging our intellectual capital.
COVID-19 pandemic accelerated disruption in the global
economy, healthcare, higher education, services, small
businesses, and the enterprise. At Wipro, our mission is to
help customers manage disruption and accelerate their
transformation through service offerings such as Topcoder
and Wipro’s LiVE Workspace™ Connect. Topcoder is Wipro’s
crowdsourcing platform, helping customers in providing
resilient, agile, flexible and on-demand workforce. Wipro’s
LiVE Workspace™ Connect is a digital workplace offerings,
helping customers to take their work force online efficiently
and securely.
We believe in creating value for the customer over and above
the contractual obligations. This is based on relationships
built in the spirt of trust and collaboration. Active engagement
at multiple levels is critical to meet and understand the
expectations of our customers. Our processes like Program
CSAT, Quarterly Pulse Surveys and the Annual CSAT
conducted through third party surveys capture The Voice of
the Customer at various levels i.e., at project level, program
level, account level and through direct feedback, informal
meetings, governance meetings and senior management
interaction with the client.
We are collaborating with our customers on delivering
on our commitments. Nearly 90% of the employees
are working from home and continue to serve clients
without interruption. We provided laptops with enhanced
cybersecurity to employees to work remotely and deployed
various virtual communication tools for managers to track
employee welfare, productivity and customer delivery
service progress.
The key material issues for our customers continue to be
Data privacy, IT Security and our approach on sustainability.
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.
An organizations societal license to operate
is influenced by its perspective and approach
towards being a responsible citizen. For
this it has to adopt an engagement that
encompasses its key stakeholders - customers,
business partners, vendors, employees,
investors, communities and civil society. To
this we also add another key stakeholder–
future generations, which helps bring in a long
term perspective of the unrepresented future
generations. We talk about each of these
stakeholders in brief below.
CUSTOMERS
Fast-evolving technology and societal landscapes, macro
economic environments and the emergence of newer
business models have created a need for enterprises to look
for strategic partners to advise, design and execute their
technology transformation and support programs. Large
multinational enterprises are engaging global IT Services
58
Annual Report 2019-20 Data privacy: Being a B2B business, Wipro does not collect,
store or monetize information pertaining to our customer’s
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.
In April 2019, we became aware that our system was subject
to a cyber-attack by a coordinated and advanced phishing
campaign, which was reportedly directed against several
major companies, including Wipro. Upon learning of this
incident, we collaborated with forensic firms to investigate
and have worked closely with our anti-virus provider and our
information security team to counter the threat found in our
system and implemented a series of additional precautionary
and containment measures across our systems. As per the
investigations, there is no evidence of data breach or data loss
reported. In addition, we had commissioned an independent
assessment by a third party. The assessment has been
completed and the independent third party has confirmed
that they found no evidence of any risk and also that the
remediation controls implemented by Wipro are effective.
Sustainability Related Aspects: We have 100+ of our
customers who are part of independent raters like CDP,
Ecovadis, and industry led consortiums (JAC, Quest) that
assess company’s performance on sustainability related
aspects like human rights, environment, supply chain, labor
practices, etc.
SUpplIERS
The supplier ecosystem of Wipro can be broadly categorized
into two heads – the ‘primary supply chain’ by which we mean
extended workforce involved in core delivery of IT Services
and Solutions (refer the Human Capital section); and product
or services suppliers or ‘secondary supply chain’ who provide
materials, equipment and end-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. 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.
It is compulsory for all our vendors to submit a signed copy of
Wipro COBC/Supplier Code of Conduct (SCOC).
is an Equal Opportunity employer and strongly
Wipro
advocates the same through its supply chain by encouraging
supplier diversity. Our engagement with suppliers focus on
improving the capabilities of suppliers in managing their
sustainability performance. We have identified manpower
service providers in civil, operations and support services
as being significant in terms of social impacts. Similarly,
providers of electricity, water, waste management and IT
Software and hardware and civil have large environmental
footprints and are therefore material to our strategy to reduce
our environmental impact.
Summary of supplier sustainability engagement
Socio-economic Impacts: It
is compulsory for all our
vendors to acknowledge and accept the Wipro Supplier
Code of Conduct (SCOC). High Risk Vendors (HRV) identified
based on geography, nature of service and engagements
where they interact with government on behalf of Wipro go
through additional checks and balances during processing
for key words like government payments, miscellaneous
expenses, commission, facilitation fee, gift, reward, out of
pocket expense, etc. All HRV vendors are required to submit
an anti-bribery anti- corruption questionnaire. We also have
requirements of stricter negotiating threshold, clear break up
of costs and multiple quote regardless of the value.
Environmental Impacts: Based on natural capital valuation,
in purchased goods and service category, we identified most
of the impacts are concentrated down the value chain of
Wipro’s direct suppliers. Of the total impact across tiers,
tier 1 constitute 23%, tier 2 – 45% and rest is from tier 3
suppliers. We engage with tier 1 suppliers in improving their
sustainability performance so that they are able to cascade
these practices down their supply chain.
Summary of initiatives in IT products and services
In 2019, we purchased more than 108,400+ EPEAT Gold and
over 590 EPEAT Silver and Bronze category products across
desktops, laptops, displays, imaging equipment and mobiles.
In tangible terms, our procurement of EPEAT certified
hardware translates into a saving of 25.9 million kWh of
energy over the lifetime of products.
Till date we have migrated 6300 users from traditional
physical desktop to Virtual Desktop Infrastructure (VDI). This
has led to reduction in energy consumption, easier operations
and cost saving.
59
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Through proactive maintenance and upgrades, we have been
able to reutilize 27% of the assets – desktops and laptops
post their scheduled end of life.
During the reporting year, we saved 3 million papers in
printing and `2.3 million in cost due to duplex savings
through Managed Print Services Model - outcome-based
model where Wipro’s printing services are managed through
an independent third party.
InVESTORS
Wipro’s endeavor is to not merely report true and fair
financial results in a timely manner but also communicate
the business outlook, risks and opportunities transparently
to the investor community. 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. In FY20 we
conducted 5 road shows and held 252 investors meetings &
calls; 11 conferences and 4 earning conference calls.
In addition, we participate in leading investor led disclosures
like Dow Jones Sustainability Index, Vigeo, FTSE Russell ESG,
MSCI ESG, Sustainalytics and Carbon Disclosure Project.
Wipro was selected as a member of the global DJSI 2019 for the
tenth year in succession and 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. We
are part of FTSE4Good and are a Global Sector leader.
COMMUnITIES AnD CIVIl
SOCIETIES
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 three dimensions:
Education, Community Care and Ecology. Our programs on
Ecology are covered in Natural Capital Section
Key highlights of the program till date and for the year is in
Sustainability Highlights section of this report on Page 14
Our key programs in Education: Our work in education
covers a range of initiatives in school and higher education in
India and overseas. The common vision that ties this together
is our belief that good education is a primary enabler of
change towards a better society.
Systemic reforms in School Education: Since 2001 we have
been working on issues of systemic reform in school education
in India on two fronts (a) to support the development and
strengthening of good organizations working in this space and
(b) to support organizations working in other developmental
areas like livelihoods or healthcare and encourage them to
expand their work to school education.
Education for underprivileged children The program
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.
Education for Children with Disability: The program supports
the educational and rehabilitative needs of children with
disabilities from underprivileged backgrounds. Going beyond
60
Annual Report 2019-20 just schooling, our approach tries to integrate enabling factors
like availability of nutrition, community support, specially
trained teachers, assistive technology, access to healthcare etc.
Our work in this space covers multiple categories of disabilities
and focuses on early intervention and inclusive education.
Wipro Science Education Fellowship program in USA:
Started in 2012, the Wipro Science Education Fellowship
(SEF) is a two-year program designed to improve individual
teacher practice, foster teacher leadership opportunities
and create a district corps of teacher leaders supporting
sustainable positive changes in science education.
Wipro Science Education Fellowship program in Uk: Started
in 2019, we work with Kings College London to offer UK’s
first Master’s program in STEM education. We work with
Sheffield Hallam University to provide rigorous continuous
professional development to STEM teachers through Wipro
Teacher Fellowship and Wipro Teacher Mentor programs.
Sustainability Education: Wipro Earthian, started in 2011,
is our flagship program that brings together two of our key
concerns, Education and Sustainability, into a nation-wide
initiative for schools and colleges. Wipro earthian runs in
two phases – the Wipro earthian “a” nation wide outreach
program and the Continuous Engagement Program (CEP).
Technology Education: Wipro Academy of Software
Excellence (WASE) program run in partnership with the Birla
Institute of Technology & Science (BITS), Pilani, India, helps
Science graduates to study for a Master’s degree in Software
Engineering. Wipro Infrastructure Management School (WIMS)
is another program with BITS Pilani, to develop and nurture
an exclusive talent in IT infrastructure business, keeping the
Cloud Computing as the technology theme. Wipro Software
Technology Academy (WiSTA) is run in collaboration with
Vellore Institute of Technology (VIT) for data science graduates
to offer some specific courses like Data Science, VLSI and
Embedded and Information Technology programs.
Talentnext: The program offers Digital Technology courses
to faculty members of Engineering Colleges for 2 weeks on
Industry relevant skills and certify them. They in turn leverage
our course contents, platform, assignments, case studies and
assessments to train their 6th semester students as part of
the curriculum. The students trained by these faculty have
to go through a 250-hour self-directed learning and must
qualify coding challenge to participate in Wipro’s campus
selection process.
61
COMMUnITy CARE
A core principle of our CSR strategy is that we must engage
meaningfully with disadvantaged communities who are
proximate to our facilities. Our work is channelled through
Wipro Cares, a unique platform that is based on the operating
model of employee contributions which are matched 1:1 by
Wipro Limited (for COVID-19 contributions the matching is
2:1). Our work spans across following domains:
primary Health Care: We works with partners who provide
quality primary health care services to extremely disadvantaged
communities in Nagaland, West Bengal, Karnataka, Delhi and
Maharashtra. Through our projects we address the issues
related to maternal and child health, adolescent health, nutrition,
community hygiene and sanitation, preventive and curative care,
health education & counseling.
Disaster Rehabilitation: 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. In past two years, we
initiated disaster rehabilitation programs for Kerala floods in
2018 and Cyclonic Strom Fani in 2019.
Community Ecology: Our project in agro-forestry in rural
Tamil Nadu help
implementing
integrated farming practices. Our projects in urban solid waste
management at Bengaluru and Mysore provide comprehensive
in effectively
farmers
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements skills upgradation and social, nutritional and health security to
workers in the informal sector of waste.
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. Wipro employees are currently engaged with Wipro
Cares either through volunteering or by way of monetary
contributions or both. In FY 2020, 23000 Wipro employees
contributed monetarily and +14,000 employees from nearly
40 chapters in India collectively spent around 44,000 hours
in voluntary engagement on a wide range of community and
environmental initiatives.
International Chapters
Our employees across the world are keen and enthusiastic
participants in local community initiatives. In 2019, through
Sprit of Wipro (SoW) Run, more than 13,000 Wipro employees
from across the globe contributed for their local charities.
In North America, through First Book program +150 Wipro
employees volunteered hundreds of hours and distributed
more than 13,000 books impacting more than 1,000 at- risk
and rural students. Other initiatives are disaster rehabilitation
in Australia, biodiversity conservation in Spain, health care
in Europe & US, food drives in Brazil & US and education for
disadvantaged children, particularly children with disabilities
in Philippines.
Our response to COVID-19 pandemic
Wipro Enterprises Pvt Ltd has committed ` 100 crore towards
tackling the unprecedented health and humanitarian crisis
arising from the COVID-19 pandemic outbreak. Actions are
being taken for a comprehensive on-the-ground response in
specific geographies, focused on immediate humanitarian
aid, and, augmentation of healthcare capacity, including
containing and treating those affected by the COVID-19
outbreak.
Humanitarian Support: Our focus is on the immediate
provision of food, dry rations, water, basic medicines and safety
kits, etc. for the marginalized communities that are currently
bearing the brunt of loss of livelihoods and jobs.
Healthcare Support: Our focus
is on augmenting the
capacity of our healthcare system to respond effectively
at scale, with the urgency the situation demands. We are
working with a network of partner organizations on a whole
range of interventions starting from the first line of defence
like the supply of sanitizers, masks and other essentials, to
supporting the build-up of capacity in our health systems -
such as Personal Protection Equipment (PPEs), Testing Kits,
Ventilators, Isolation Units etc. In parallel, we are also trying
to ensure that primary healthcare services continue to be
available for the disadvantaged communities in the locations
we operate in.
These responses are being carefully coordinated with relevant
government institutions and will be executed in an integrated
manner by Wipro, Wipro Enterprises Pvt Ltd. and the Azim
Premji Foundation.
62
Annual Report 2019-20 natural capital
Natural capital refers 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. Wipro’s approach to Natural
Capital embraces the continuum of
•
Initiatives ‘within the organization’ that
focus on reducing the energy, water, waste
and biodiversity footprint of our business
operations; and
• Engaging through partners on key external
programs in community ecology.
GoveRnance
Sustainability governance is informed by our strategic choice
to work across both dimensions – business operations and
with the larger community. The former is about ensuring that
the ecological footprint of its operations is minimized and the
organization fulfils its essential regulatory duties, and runs
its business with integrity. The latter dimension goes beyond
the boundaries of the organization and contributes towards
development of the larger community.
All key organizational stakeholders, right from the board,
executive leadership and different functions have defined
63
responsibilities related to planning, execution, review,
evangelization and advocacy of the sustainability charter.
Strategic 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, Chief
Financial Officer and Chief HR Officer apart from the Chief
Sustainability Officer and Head of Operations. We benchmark
our performance with our global peers through extensive
disclosures as well as a system of rigorous internal and
external audits.
ManaGeMent appRoach
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 our most material issues and have developed
programs around them
forms
Our Ecological Sustainability Policy, available at https://
www.wipro.com/content/dam/nexus/en/sustainability/pdf/
ecological-sustainability-policy.pdf
the structural
framework for our environmental programs and management
systems. We have been following the guidelines of the ISO
14001 framework for nearly two decades now as one of the
cornerstones of our Environmental Management System
(EMS). 20 of our campus sites in India and 8 in Australia are
certified to ISO 14001 and OHSAS 18001 standard. Other
campuses are benchmarked against the same standard as a
part of our internal review/audit process. We were one of the
early adopters of Green Building Design. We strive to maintain
the same standards in the maintenance of our facilities. Our
newer campus facilities are IGBC LEED certified. We also
monitor Indoor air quality as per international standards
of ISHRAE. We have been responding to Carbon Disclosure
Project (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).
Strategic Partnerships are key to achieving our goals across
the value chain. We work with Renewable energy suppliers,
energy efficient hardware manufacturers and service
providers and other partners who help to reduce our overall
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements GHG footprint including employee commute and business
travel footprint.
EnVIROnMEnTAl RISkS
The Enterprise Risk Management and Sustainability
functions at Wipro jointly oversee environmental and climate
change related risk identification and mitigation. Impacts of
extreme weather events, urban water stress, air pollution,
waste management and their impacts on employee health
and wellbeing are the most material issues we engaged with.
Over the past year, we have undertaken a comprehensive
Climate change Risk Assessment program, encompassing
both physical and transitional risks, for our major operational
locations across the globe, covering India (12 cities), China,
Philippines, Germany, Romania, the UK and the US. This has
been carried out for two scenarios (based on the IPCC defined
RCP 4.5 and RCP 8.5) covering medium to long term (2030-
2050) time frames.
In both scenarios, we see an increased probability of higher
incidence of water stress, hot days and heat waves across
cities. For the coastal cities of Mumbai, Chennai, Kolkata
and Vizag we see a high probability of increased rainfall
events leading to urban flooding while there is the increased
likelihood of adverse health impacts due to Air Pollution in
the NCR region. The study has also been used to estimate
the extent to which we could witness reduction in employee
productivity and increase in absenteeism due to these
physical risks. Other operational impacts include those on
account of changing regulations in the areas of renewable
energy, carbon taxes, green buildings, water management
and a shift away from fossil fuel based transport.
Outside India, we see increased physical climate risks for
our operations in Philippines, China, Romania and the U.S
due to floods and cyclones and while Germany and U.K are
primarily exposed to transitional risks due to policy and
regulatory changes.
Based on a health survey carried out as part of the study
with employees, we see emerging linkages to heat- induced
health issues as well as seasonal vector borne diseases.
These adverse heat impacts are likely to increase in the
future, particularly in cities of Delhi, Noida, Mumbai and
Vishakhapatnam which are likely to see an increase in extreme
heat conditions. Furthermore, the impacts of vector-borne
diseases could become more severe in the cities of Chennai,
Mumbai, and Kolkata, where we are likely to see increase
in rainfall and urban flooding. These impacts may again
contribute to a decrease in the productivity of our employees.
Finally, the study also illustrates how climate change induced
financial impacts to our global customers across sectors
could likely lead to contraction in their spends on IT services.
For instance, business loss due to climate change induced
financial impacts to energy and utilities sector customers.
Going forward we plan to incorporate the findings of the
study into our BCP framework.
In the assessment of risks, climate change attribution is still
an evolving science. We recognize this fact when evaluating
climate risks to our business and the linked fact that such risk
assessment will be based on a number of best-fit assumptions.
The precautionary principle though requires that we recognize
these risk-outcomes formally and as rigorously as possible.
Our endeavor going forward therefore will be to continually
refine and improve the methodology and approaches used in
climate risk assessment.
Climate change related impact
Our risk assessment exercise is undertaken at both the
company level and at the 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 as well as 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 is defined and a defined crisis management
group is vested with the responsibility to respond, recover,
resume, return & restore from these situations. The detailed
climate modeling and impact assessment exercise will help
in further calibrating our risk management program.
EnERGy EFFICIEnCy & GHG
MITIGATIOn
Targets: We have set Science Based Targets for Scope 1,
Scope 2 and Scope 3 till 2030 that are based on the well
below 2 degree temperature goal. Further, work on aligning
our targets with 1.5 degree temperature goals is in progress.
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 FY
2017 to FY 2022:
64
Annual Report 2019-20 a. Emissions reduction of 14% in absolute Scope 1 and 2
GHG emissions
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 120 million units
e. Absolute reduction of 10% in Scope 3 emissions for
Business Travel, Employee commute and Upstream fuel
and energy related emissions.
pERFORMAnCE AGAInST GOAlS
Absolute Emissions: The absolute Scope 1 and 2 emissions
(India) for FY 2020 has increased by 17.6% from 117,290 to
137,930 tonnes. This is primarily for few reasons –reduction
in RE share by 22% for reasons mentioned later in this
section, with concomitant increase in grid electricity as well
as increase in share of diesel generated electricity by 9.5%.
The dashboard below provides a summary of our Global and
India GHG emissions, including data centres. 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.)
Fy2018
Fy2019
53,470
152,361
4,208
113,082
Fy2020
2,458
135,472
Data Centers
Office
Emissions Intensity: Our India office space emissions
intensity (Scope 1 and Scope 2) is at 87.20 Kg CO2 eq. per
Sq. Mt. per annum, up by 22% from FY 2019. Concomitantly the
global people based emissions intensity has also increased by
more than 9.8% to 0.932 tons per person per annum.
Energy Consumption: The overall energy consumption
from Scope 1 and 2 boundaries (operational and financial
control) is 915.3 million Mjoules, compared to 900.8 million
Mjoules in the previous year, a marginal increase of 1.5%.
The total energy consumption, electricity and back-up diesel
generated, for office spaces in India is 223.7 million units
(including leased spaces globally this is 297 million units).
Data centers in India contribute to another 5.7 million units.
For India operations, about 84.5 million units constituted
renewable energy procured through PPAs (Power Purchase
agreements) with private producers. Of this 73.6 million units is
with green attributes (zero emissions). Another 10.8 million units
is from renewable resources for our downstream leased space.
Energy Intensity: EPI for owned office spaces, measured
in terms of energy per unit area has been nearly flat at 144
KwH units per sq. meter per annum. The absolute energy has
marginally increased by 0.63% for the reporting year.
Scope 3 Emissions: Our total scope 3 emissions for FY2020
is 421,526 tons of CO2 eq, which accounts for 75% of our total
footprint. Out of the 15 categories of scope 3 reporting as per
the new GHG corporate value chain standard, we are currently
report on all of the 8 categories applicable to us. The table below
shows comparison for Business Travel, Employee Commute and
Upstream fuel and energy emission category for last three years
– these contribute to 50% of our overall emissions
Fy2018
315,254
Fy2019
273,638
Fy2020
281,213
Total Emissions: The overall emissions across all scopes
is 559,456 tonnes. Within this, the main contributors to our
GHG emissions are: Electricity – Purchased and Generated
(23.6%), upstream fuel and energy emissions (13%), Business
Travel (22.1%) and Employee Commute (15.1%). Leased office
spaces contribute to 7.1% 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 Global
Energy command centre aggregates Building Management
System inputs on a common platform to optimize operational
control and improve energy efficiency.
Since 2007, we have been working on a server rationalization
and virtualization program,
through which we have
decommissioned old physical servers and replaced the
processing capacity with virtualization technology on fewer
numbers of servers. As of March 2020, we have 10155 virtual
65
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements servers (6750 in March 2019) running on 409 physical servers
which contributes to an energy savings of approximately 45.6
million units in the reporting year. The savings showed an
increase of 53% over the previous year. Our current Virtual
Desktop Infrastructure (VDI) capacity is 8,000. VDI’s provide high
capacity scalable infrastructure with On Demand provisioning,
High Availability and High Performance Computing
environment. Out of this, we have enabled 6,300 VDI’s across
two of our campuses. Thin clients consumes less energy
(80% less) compared to Desktop, resulting in savings of 0.75
million units. Over a 5 year period, energy efficiency initiatives
have resulted in savings of 120 million units (based on per
capita consumption).
RE procurement: For the reporting period of FY 2020, RE
purchase contributed to approximately 84.5 million units or 35%
of our total India energy consumption, out of which 11 million
units is for downstream leased spaces. Our RE consumption
this year has reduced due to external reasons like load shedding
and grid failure leading to less evacuation in few states.
Rooftop Solar and Captive RE: The rooftop Solar PV
installations at 6 of our campuses followed by extensive use
of solar water heaters in our guest blocks and cafeterias have
resulted in equivalent savings of 1.57 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 22%
of our overall emissions footprint. This includes travel by air,
bus, train, local conveyance and hotel stays. We have seen
an increase in emissions by 5.1% as compared to FY2019
– though over the three year period between FY2017 and
FY2020 we have reduced emissions by 9.8%.
Employee Commute: Employees have various choices for
intra-city commuting. In addition to company arranged
transport (33%), employees owned cars & two wheelers
contribute to 16% and public transport account for the
balance 51%. Over a three year period (FY2017-FY20) our
employee commute emissions reduced by 20.9%.
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 carpooling
initiative now has over 1 Lakh registered users across
locations. Around 22.7 Million kms of rides were shared in the
reporting year saving 4900 tons of CO2 equivalent emissions,
more than double from the previous reporting period.
We became the first major Indian business to join EV100, a
global initiative by The Climate Group , in our commitment to
transition our global fleet to electric vehicles (EVs) by 2030.
In the current year ,we launched the program in 4 more cities
and clocked 3.4 Million Kms across 63,000 trips saving
around 850 tons of CO2 eq.
WATER EFFICIEnCy AnD
RESpOnSIBlE USE
At Wipro, we view water from the inter-related lens of efficiency
and conservation coupled with our role as a responsible
citizen in engaging with urban water issues outside our own
boundaries. Our articulated goals are therefore derived from
these dimensions.
Water Efficiency:
a. To improve water efficiency (fresh water use per employee)
by 5% year on year
b. To reduce absolute water consumption
in existing
campuses by 20% between FY 2016 and FY 2021 Water
Responsibility
in proximate communities, especially
Water Responsibility: To ensure
responsible water
in
management
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 930 litres per month as
compared to 951 litres in FY 2018, an improvement of 2.2%.
Freshwater consumption has seen an increase of 6.75% from
last year to 1621 million litres essentially due to leakages
from aging underground pipeline network at two locations.
Real-time monitoring pilots are being implemented in two of
our campuses. Water free systems (where applicable), smart
metering, optimizing heating and cooling and recycling of blow
down are other initiatives being explored. We have achieved
12.5% reduction in absolute fresh water consumption from
FY 2016 .
We recycle 1,118 million litres of water in 27 of our major
locations (vs 1,090 million litres in FY 2019) using Sewage
Treatment Plants (STPs) and ultra-filtration units. Recycled
water represents 41% of our total water consumption. The
amount of recycled water as a percentage of freshwater
extracted is around 70%. We have completed ultra-filtration
and RO projects for STP treated water at three our large
locations. Of the total treated water (1090 million liters), 62% is
used for flushing and 6% is used in cooling tower. The balance
32% is used mostly in our landscapes and for general cleaning
– the quality is equivalent to freshwater (Less than TDS of
1000). Our water recycling initiatives have cumulatively saved
5190 million liters of water over a 5 year period.
66
Annual Report 2019-20 Freshwater use-India Offices:
Fy2018
1,514,703
Fy2019
1,518,934
Fy2020
1,621,501
1.005
0.991
0.957
0.951
1.044
0.930
Fresh water (KL)
Area intensity (KL per sq mt)
People intensity (KL pp per month)
Sourcing of Water: Our water is from four sources – private
water (mainly ground water sourced from tanker water
suppliers), municipal and industrial bodies supplied water,
in-situ ground water and harvested rain water – with the first
two sources accounting for nearly 92% of the sourced water.
Water purchased from private sources is primarily extracted
from ground water. Not surprisingly, ground water contributes
to nearly 60% of our total freshwater consumption across
cities in India. Our urban/ peri-urban facilities located in three
states – Karnataka, Tamil Nadu and Telengana, are located in
water stressed basins. The water supplied by the municipal
bodies is sourced primarily from river or lake systems. The
table below provides parentage of water sourced from
different freshwater sources during the reporting year.
b. Reducing materials impact through recycling and reuse
c. Arranging for safe disposal of waste that goes outside our
organizational boundaries. To operationalize our strategy,
we segregate and monitor waste processing across 13
broad categories and nearly 40 sub categories.
Total waste disposed during FY 2020 was 5,057 tons – a
reduction of 18.5% compared to the previous year. This is
primarily due to reduction of construction and demolition (C&D)
debris, mixed metals and scrap and wood/lumber by around
870 tons due to completion of renovation work and initiatives to
reduce packaging waste.
Our current recycling rate is 81% (excluding construction and
demolition debris). 84% of organic waste is recycled in house
and the balance sent as animal feed outside the campus.
Close to 100% of the inorganic waste is recycled through
approved partners. 70% of the total mixed solid waste and
scrap 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. Our
effective safe disposal , excluding landfill, is hence 97%.
Waste Management Summary (Excluding C&D)
Recycle - 81%
Landfill - 3 %
Other Methods - 10 %
Incineration - 6 %
Private Water - 52%
Municipal Water - 40 %
Ground Water - 7 %
Rain Water Harvested - 1 %
pOllUTIOn AnD WASTE
MAnAGEMEnT
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.
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
a. Regular monitoring of air, water and noise pollution to
operate well within regulatory norms.
The twin primary aims of our campus urban biodiversity
program have been to build on them as platforms for wider
education and advocacy. One of our goals has been to convert
five of our existing campuses to biodiversity zones
Our first flagship project in biodiversity was the unique
Butterfly Park and wetland biodiversity zone that uses recycled
water and excess flood water at the Electronic City campus in
67
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Bengaluru. The wetland area now has 106 species of plants
across nine thematic areas– integrated across a walking trail
with engaging signages. Similarly the Pune project also has
more than 300+ native species across five thematic gardens –
Aesthetic and palm garden, Spring garden, Ficus garden, Spice
and Fruit garden.. 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 a perspective of our place
in the world around. We also have drafted a set of biodiversity
management guidelines for adoption across our campuses.
URBAn RESIlIEnCE
Collaborative advocacy on water: Our long term projects on
Urban Water in cities are providing key policy insights and
levers for citizen engagement and advocacy on ground water
management and its relationships to surface water flows and
water bodies like lakes/tanks and wetlands. We bring together
hydrogeologists, academia, government, citizen groups for
a nuanced understanding of issues catalysing citizen action
on the ground. In Bengaluru over the last four years, we
have extensively worked in two peri-urban geographies with
different land use and demographic profiles. We have now
initiated a similar long term program in Pune – which includes
citizen led mapping of ground water data and creating
institutional capacity with government and other players for
revival and rejuvenation work. In the year we also hosted a
two day program in Hyderabad on urban water – a workshop
followed by an open fair for citizens on water management.
Collaborative advocacy on Biodiversity: Our participation
in advocacy on biodiversity issues is through CII’s IBBI (India
Business and Biodiversity Initiative) and the Leaders for
Nature program from the India chapter of International Union
of Conservation Networks (IUCN). We have been supporting
the “World Sparrow Day” and the “Wipro-Nature Forever
Society Sparrow Awards” for the past six years. We also chair
the Bengaluru chapter of CII’s Greenco program.
Collaborative advocacy on Waste: We supported a study to
understand the contribution of informal economy to waste
and material recycling in India and their perspectives . A book
publication , based on the study, has been released. We also
supported the art work for a solid waste knowledge center
‘Swacha Kalika Kendra’ in Bangalore.
BEnGAlURU SUSTAInABIlITy
FORUM (BSF)
This forum was set up in early 2018 and convened by Wipro along
with the National Center for Biological Sciences. In the reporting
year, the forum continued to participate in dialogues, facilitate
conversations around a sustainable future and partner with
other institutions. In the year, we partnered with Science Gallery,
Bengaluru on their first interactive exhibition “Submerge” at
Bangalore International Center and hosted 9 events in the city.
We also partnered with Indo-Germany Energy Forum (IGEF) and
the German Consulate General on ‘Energy Transition’ traveling
exhibition. We extended our support to 8 new small grant
proposals in the areas of urban water, waste and biodiversity -
with this we have supported 19 such projects till date.
WIpRO’S nATURAl CApITAl
VAlUATIOn pROGRAM
Total environmental cost relating to Wipro’s operations and
supply chain (tier 1) was equal to 110 million USD in FY 2019
(168 million across all tiers USD in FY18). This accounts for
8.5% of our profit and nearly 1.3% of revenues for the FY19.
The difference in valuation between two years is due to
change in methodology for calculating impact.
In FY 19 valuation, the methodology uses social cost of carbon
based on higher discount rate for developing countries and low
discount rate for developed countries – overall a 3% discount
rate was used. For calculating the impact due to air pollution
only human health Impacts were considered as they contribute
to 95% of total impact from air pollution. Land use valuation was
based on net change in economic value due to loss of ecosystem
service and was calculated only for the electricity procured from
the grid mix, since for the direct operations land use change is
not considered to be a material impact. For calculating impact
due to water consumption the following factors were taken into
consideration – impact on human health, incidence infectious
disease and impact of energy consumption.
In FY 19, Air Pollution (38%), GHG emission (26%) and land use
change (25%) contributed the most. The operational footprint
(including business travel and employee commute) accounted
for 36.2 million USD of Wipro’s total environmental cost in
FY 2019. In supply chain, fuel and energy related activities
accounted for 32 million USD and purchased goods and services
accounted for 37 million USD during the same period.
The above figures are net of our positive valuation, attributable
to our environmental initiatives. The biggest driver of overall
environmental cost reduction by 6.54 million USD –were energy
efficiency related activities, renewable energy procurement
and water recycling. Valuation for FY 2020 is unlikely to vary
significantly different and will be completed in July 2020.
68
Annual Report 2019-20 Board’s Report
On behalf of the Board of Directors (the “Board”) of the
Company, it gives me immense pleasure to present the
74th Board’s Report, along with the Balance Sheet, Profit and
Loss account and Cash Flow statements, for the financial
year ended March 31, 2020.
On a consolidated basis, our sales increased to ` 610,232
million for the current year as against ` 585,845 million in the
previous year, recording an increase of 4.16%. Our net profits
increased to ` 97,718 million for the current year as against
` 90,179 million in the previous year, recording an increase
of 8.36%.
I. Financial Performance
The standalone and consolidated financial statements for
the financial year ended March 31, 2020, 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 standalone basis, our sales increased to ` 503,877
million for the current year as against ` 480,298 million in the
previous year, recording an increase of 4.91%. Our net profits
increased to ` 86,807 million in the current year as against
` 76,140 million in the previous year, recording an increase
of 14.01%.
Key highlights of financial performance of your Company for the financial year 2019-20 are provided below:
Sales
Other Operating Income
Other Income
Profit before Tax
Provision for Tax
Net profit for the year
Other comprehensive (loss)/income for the year
(` in millions)
Standalone
Consolidated
2019-20
2018-19
2019-20
2018-19
503,877
480,298
610,232
585,845
193
940
1,144
4,344
24,766
25,686
27,250
26,138
110,077
98,705
122,519
115,422
23,270
86,807
(4,284)
22,565
76,140
1,246
24,801
97,718
4,257
25,243
90,179
800
Total comprehensive income for the year
82,523
77,386
101,975
90,979
Total comprehensive income for the period attributable to:
Minority Interest
Equity holders
Appropriations
Dividend
Corporate tax on dividend distribution
EPS *
- Basic
- Diluted
-
-
653
251
82,523
77,386
101,322
90,728
5,713
1,174
14.88
14.84
4,524
930
12.67
12.64
5,689
1,174
16.67
16.63
4,504
930
14.99
14.95
* In FY 2019-20, EPS growth is higher than Net profit growth largely on account of reduction in number of equity shares due to buyback.
69
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Dividend
India
Pursuant to Regulation 43A of the Securities and Exchange
Board of
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“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, your Company’s dividend track record,
usage of retained earnings for corporate actions, etc.
is available on the Company’s website at
The policy
https://www.wipro.com/investors/corporate-governance.
Pursuant to the approval of the Board on January 14, 2020,
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 January 27, 2020, being
the record date fixed for this purpose. The Board did not
recommend a final dividend and the interim dividend of
` 1/- per equity share declared by the Board in January 2020
was considered as the final dividend for the financial year
2019-20. Thus, the total dividend for the financial year
2019-20 remains ` 1/- per equity share.
Your Company is in compliance with its Dividend Distribution
policy as approved by the Board.
Buyback of Equity Shares
Pursuant to the approval of the Board on April 16, 2019 and
approval of shareholders through special resolution dated
June 1, 2019 passed through postal ballot/e-voting, your
Company concluded the buyback of 323,076,923 equity
shares of face value of ` 2/- each at a price of ` 325/- per
equity share, for an aggregate amount of ` 105,000 million,
The buyback was made from all
in September 2019.
existing shareholders of the Company as on June 21, 2019,
being the record date for the purpose, on a proportionate
basis under the tender offer route in accordance with the
provisions of the Securities and Exchange Board of India
(Buy-Back of Securities) Regulations, 2018 and
the
Companies Act, 2013 and rules made thereunder.
Transfer to Reserves
Appropriations to general reserve for the financial year ended
March 31, 2020 as per standalone and consolidated financial
statements are as follows:
(` in millions)
Standalone
86,807
Consolidated
97,223*
481,852
552,158
(414)
-
(872)
-
453,110
541,790
Net profit for the year
Balance of Reserve at the
beginning of the year
Adjustment on adoption of
Ind AS 116
Transfer to General Reserve
Balance of Reserve at the end of
the year
* excluding non-controlling interest
For complete details on movement
in Reserves and
Surplus during the financial year ended March 31,
in
2020, please refer to the Statement of Changes
Equity
in the Standalone and Consolidated
financial statements on page nos. 150 to 151 and 216 to 217
of this Annual Report respectively.
included
Share Capital
During the financial year 2019-20, the Company allotted
2,498,925 equity shares consequent
to exercise of
employee stock options. Your Company also extinguished
323,076,923 equity shares consequent to buyback
in
September 2019 and reduced the paid-up equity share
capital by ` 646 million. Consequently, the paid-up equity
share capital of the Company as at March 31, 2020 stood at
` 11,426,714,780/- consisting of 5,713,357,390 equity
shares of ` 2/- each.
Subsidiary Companies
In accordance with Section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial
statements of the subsidiary companies in Form AOC-1 is
provided at page nos. 275 to 278 of this Annual Report. The
statement also provides details of performance and financial
position of each of the subsidiaries.
related
Audited financial statements
information and other reports of each of the subsidiary
companies have also been placed on the website of the
Company at https://www.wipro.com/investors/annual-reports/.
together with
Your Company funds its subsidiaries, from time to time, in the
ordinary course of business and as per the fund requirements,
through equity, loans, guarantees and other means to meet
working capital requirements.
70
Annual Report 2019-20 During the financial year 2019-20, your Company has carried
out restructuring of its following subsidiaries:
a) Dissolution of Wipro Retail UK Limited and Liquidation of
Appirio GmbH
b) Merger of Frontworx Informationstechnologie GmbH with
and into Cellent GmbH
c) Merger of Digital Aps with and into Designit A/s
Particulars of Loans, Advances, Guarantees
and Investments
Pursuant to Section 186 of the 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.
II. Business and Operations
Your Company is a global information technology services
firm, with employees across 55 countries and serving
enterprise clients across various industries. Your Company
provides its clients with competitive advantages by applying
various emerging technologies and ensuring cyber resilience
and cyber assurance. Your Company works with its clients
not only to enable their digital future, but also to drive
hyper efficiencies across their technology infrastructure,
applications and core operations, enabling them to achieve
cost leadership in their businesses.
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,
integration,
re-engineering and maintenance, systems
package
infrastructure services,
analytics services, business process services, research and
development and hardware and software design to leading
enterprises worldwide.
implementation, global
Your Company’s 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.
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.
71
Your Company’s ISRE segment consists of IT Services
offerings to organizations owned or controlled by the
Government of India and/or any Indian State Governments.
Your Company’s ISRE strategy focuses on consulting and
digital engagements, and it is selective in bidding for SI
projects with long gestational periods.
The COVID-19 pandemic has savaged human lives and
livelihood, presenting a magnitude of crisis that the modern
global society has not confronted. This will have a lasting
impact on the business environment which will cause
acceleration in adoption of technology, disruption in global
supply chains and several other changes to the global order.
Your Company’s customers will evaluate whether their
technology stack & business processes provide them the
necessary agility, adaptability and resilience. Need for social
distancing and strenuous health protocols will be central to
any operating model and will be a key factor that will expedite
the adoption of automation, autonomous and low or no
human touch or contactless ways of working. Your Company
sees a surge in demand in the near term for enterprise
efficiency offerings such as cloud, virtual workplace, robotic
process automation and cyber security services.
Further information on your Company’s IT services and
products offerings, business strategy, operating segments
overview and business model are presented as part
of the Management Discussion and Analysis report
(“MD&A Report”) from page no. 26 onwards.
Outlook
Global IT service providers offer a range of end–to-end
software development, digital services, IT business solutions,
research and development services, technology infrastructure
services, business process services, consulting and
related support functions. According to the Strategic Review
Report 2020 published by NASSCOM, IT export revenues from
India grew by 8.1% to an estimated $147 billion in fiscal year
2020.
The markets your Company serves are undergoing a massive
disruption due to the outbreak of COVID-19. The situation
caused by the COVID-19 pandemic continues to evolve and
the effects on such markets remain uncertain. The outlook
going forward will depend, in addition to other factors, on how
COVID-19 continues to affect the global economy.
regarding
information
Further
impact
of COVID-19 and various steps taken by your Company
are provided as part of the MD&A Report from page no. 26
onwards.
the potential
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Acquisitions, Divestments and Investments
Acquisitions are a key enabler for driving capability to build
industry domain, focus on key strategic areas, strengthening
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.
TechneGroup
In October 2019, your Company acquired US based
International
and
its subsidiaries. ITI is a global digital engineering and
manufacturing solutions company and a world leader
in Computer Aided Design (CAD) and Product Lifecycle
Management (PLM) interoperability software services.
Incorporated
(“ITI”)
Inc., and
In February 2020, your Company acquired Rational
full-service,
Interaction,
technology enabled, strategic and creative digital customer
experience (CX) company that executes multi-channel digital
experiences for customer-centric brands.
its subsidiaries, a
In June 2019, your Company sold its remaining 11% equity
holding in WAISL Limited (“WAISL”), which was a joint
venture between Wipro Limited and Delhi International
Airport Limited, to Antariksh Softtech Private Limited and
has consequently exited the joint venture. Further, your
Company also completed the divestment of Wipro’s Workday
& Cornerstone OnDemand Business in Portugal, France and
Sweden to Alight Solutions LLC and its group companies.
Wipro Ventures, the strategic investment arm of Wipro,
announced a $150 mn Fund II in January 2020, making it a
$250 million fund that invests in early to mid-stage enterprise
software startups. As of March 31, 2020, Wipro Ventures has
active investments in and partnered with 14 startups in the
following areas – Artificial Intelligence, Business Commerce,
Cybersecurity, Data Management, Industrial IoT, Fraud & Risk
Mitigation, Cloud Infrastructure and Testing Automation. In
addition to direct investments in emerging startups, Wipro
Ventures has invested in five enterprise-focused venture
funds: B Capital, TLV Partners, Work-Bench Ventures, Glilot
Capital Partners and Boldstart Ventures. In April 2020, Wipro
Ventures has divested its stake in Emailage Corporation and
CloudGenix.
February 6, 2017, your Company has adopted salient features
of Integrated Reporting prescribed by the International
Integrated Reporting Council (‘IIRC’) as part of its MD&A
Report. The MD&A report, capturing your Company’s
performance, industry trends and other material changes
with respect to your Company’s and its subsidiaries, wherever
applicable, are presented from page no. 26 onwards of this
Annual Report.
The MD&A Report provides a consolidated perspective of
economic, social and environmental aspects material to its
strategy and its ability to create and sustain value to its 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 page nos. 336 to 342
of this Annual Report.
III. Governance and Ethics
Corporate Governance
in adopting best practices of
Your Company believes
corporate governance. Corporate governance principles
are enshrined in the Spirit of Wipro, which form the core
values of Wipro. These guiding principles are also articulated
through the Company’s code of business conduct, Corporate
Governance Guidelines, charter of various sub-committees
and disclosure policy.
As per Regulation 34 of the Listing Regulations, a separate
section on corporate governance practices followed by your
Company, together with a certificate from V. Sreedharan
& Associates, Company Secretaries, on compliance with
corporate governance norms under the Listing Regulations,
is provided at page no. 115 onwards.
Board of Directors
Board’s Composition and Independence
Your Company’s Board consists of global leaders and
visionaries who provide strategic direction and guidance to
the organization. As on March 31, 2020, the Board comprised
two Executive Directors, six non-executive Independent
Directors and one non-executive non independent Director.
Management Discussion and Analysis Report
In terms of Regulation 34 of the Listing Regulations and
SEBI circular SEBI/HO/CFD/CMD/CIR/P/2017/10 dated
Definition of ‘Independence’ of Directors is derived from
Regulation 16 of the Listing Regulations, NYSE Listed
Company Manual and Section 149(6) of the Companies Act,
2013. The Company has received necessary declarations
72
Annual Report 2019-20 under Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the Listing Regulations, from the
Independent Directors stating that they meet the prescribed
criteria for independence. The Board, after undertaking
assessment and on evaluation of the relationships disclosed,
considered
following Non-Executive Directors as
Independent Directors:
the
a) Mr. M. K. Sharma
b) Mrs. Ireena Vittal
c) Mr. William Arthur Owens
d) Dr. Patrick J. Ennis
e) Mr. Patrick A. Dupuis
f) Mrs. Arundhati Bhattacharya
All Independent Directors have affirmed compliance to the
code of conduct for independent directors as prescribed in
Schedule IV to the Companies Act, 2013.
For the purpose of Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014, there were no independent directors appointed
during the year ended March 31, 2020. List of key skills,
expertise and core competencies of the Board is provided at
page no. 117 of this Annual Report.
Meetings of the Board
The Board meetings are normally held on a quarterly basis
and scheduled over two days. The Board met five times
during the financial year 2019-20 on April 15-16, 2019, June
6, 2019, July 16-17, 2019, October 14-15, 2019 and January
13-14, 2020. The necessary quorum was present for all the
meetings. The maximum interval between any two meetings
did not exceed 120 days.
Directors and Key Managerial Personnel
The shareholders of the Company approved the appointment
of Mrs. Arundhati Bhattacharya as an Independent Director
of the Company for a term of 5 years from January 1, 2019
to December 31, 2023 vide resolution dated June 1, 2019
passed by way of postal ballot/e-voting.
At the 73rd Annual General Meeting (AGM) held on July
16, 2019, the shareholders of the Company approved the
following:
2. Re-appointment of Mr. Rishad A. Premji as a Whole
Time Director, designated as Chairman by the Board, for
a period of five years with effect from July 31, 2019 to
July 30, 2024, whose office shall not be liable to retire by
rotation.
3. Designating and appointing Mr. Abidali Z. Neemuchwala
as the Managing Director of the Company with effect
from July 31, 2019 till the end of current tenure of
his appointment i.e. January 31, 2021, in addition to
his existing position as Chief Executive Officer of the
Company, and whose office shall be liable to retire by
rotation.
Dr. Ashok S. Ganguly and Mr. N. Vaghul, retired as Independent
Directors from the Board of the Company with effect from
July 31, 2019. Further, Mrs. Arundhati Bhattacharya will
step down as an Independent Director from the Board of
the Company with effect from close of business hours on
June 30, 2020. The Board places on record the immense
contributions made by Dr. Ashok S. Ganguly, Mr. N. Vaghul and
Mrs. Arundhati Bhattacharya to the growth of your Company
over the years.
On January 31, 2020, the Company announced that
Mr. Abidali Z. Neemuchwala, Chief Executive Officer and
Managing Director, has decided to step down due to family
commitments. The Board has, at its meeting held on May 29,
2020, noted the resignation of Mr. Abidali Z. Neemuchwala
as the Chief Executive Officer and Managing Director with
effect from the end of the day on June 1, 2020. The Board
places on record the immense contributions made by
Mr. Abidali Z. Neemuchwala to the growth of your Company.
The Board has, at its meeting held on May 29, 2020, approved
the appointment of:
1. Mr. Thierry Delaporte as the Chief Executive Officer and
Managing Director of the Company with effect from July 6,
2020 for a period of five years, subject to the approval of
the shareholders and the Central Government, as may be
applicable.
2. Mr. Deepak M. Satwalekar as an Additional Director in
the capacity of lndependent Director for a term of 5 years
with effect from July 1, 2020, subject to approval of the
shareholders of the Company.
1. Appointment of Mr. Azim H. Premji as a Non-Executive,
Non-lndependent Director of the Company, for a period of
five years with effect from July 31, 2019 to July 30, 2024,
whose office shall be liable to retire by rotation.
Pursuant to the provisions of Section 152 of the Companies
Act, 2013 and the Articles of Association of the Company,
Mr. Azim H. Premji will retire by rotation at the 74th AGM and
being eligible, has offered himself for re-appointment.
73
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Committees of the Board
Your Company’s Board has the following committees:
1. Audit, Risk and Compliance Committee, which also acts
as Risk Management Committee.
2. Board Governance, Nomination and Compensation
Committee, which also acts as Corporate Social
Responsibility Committee
3. Administrative and Shareholders/Investors Grievance
Committee (Stakeholders Relationship Committee)
4. Strategy Committee
Details of terms of reference of the Committees, Committee
membership changes, and attendance of Directors at
meetings of the Committees are provided in the Corporate
Governance report from page nos. 122 to 125 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 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 accordance with the Guidance Note on Board Evaluation
issued by SEBI in January 2017. The Board evaluation was
conducted through questionnaire designed with 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 of Executive Directors, succession planning,
strategic planning, 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.
Evaluation of Directors was based on criteria such as
participation and contribution in Board and Committee
interest and
meetings, representation of shareholder
enhancing shareholder value, experience and expertise
to provide feedback and guidance to top management on
business strategy, governance, risk and understanding of the
organization’s strategy, etc.
The outcome of the Board Evaluation for the financial year
2019-20 was discussed by the Board Governance, Nomination
and Compensation Committee and the Board at their
respective meetings held in April 2020. The Board has received
highest ratings on Board communication and relationships,
functioning of Board Committees and legal and financial
duties. The Board noted the actions taken in improving Board
effectiveness based on feedback given in the previous year.
Further, the Board also noted areas requiring more focus in
the future, which include discussion on succession planning
and updates to be provided on the recent trends on corporate
governance scenario at a global level.
Policy on Director’s Appointment and
Remuneration
The Board Governance, Nomination and Compensation
Committee has framed a policy for selection and appointment
of Directors
including determining qualifications and
independence of a Director, Key Managerial Personnel (KMP),
Senior Management Personnel and their remuneration as
part of its charter and other matters provided under Section
178(3) of the Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013,
the nomination and remuneration policy of the Company
which lays down the criteria for determining qualifications,
competencies, positive attributes and independence for
appointment of Directors and policies of the Company
relating to remuneration of Directors, KMP and other
employees
is available on the Company’s website at
h t t p s : // w w w . w i p r o . c o m /c o n t e n t /d a m / n e x u s /e n /
investor/corporate-governance/policies-and-guidelines/
ethical-guidelines/wipro-limited-remuneration-policy.pdf.
We affirm that the remuneration paid to Directors, senior
management and other employees is in accordance with the
remuneration policy of the Company.
Risk Management
in place an Enterprise Risk
Your Company has put
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 apart from placing
74
Annual Report 2019-20 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. For more details on the Company’s risk
management framework, please refer to page nos. 36 to 38
of this Annual Report.
Compliance Management Framework
The Board has approved a Global Statutory Compliance
Policy providing guidance on broad categories of applicable
laws and process for monitoring compliance. In furtherance
to this, your Company has instituted an online compliance
management system within the organization to monitor
compliances and provide update to the senior management
and Board on a periodic basis. The Audit, Risk and Compliance
Committee and the Board periodically monitor status of
compliances with applicable laws.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons and
their immediate relatives as per the requirements under
the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. This Code of Conduct
also includes code for practices and procedures for fair
information
disclosure of unpublished price sensitive
which has been made available on the Company’s website at
https://www.wipro.com/investors/corporate-governance/.
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, Regulation 22 of the Listing
Regulations and Regulation 9A of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015.
Under this policy, your Company encourages its employees
to report any incidence of fraudulent financial or other
information to the stakeholders, reporting of instance(s)
of leak or suspected leak of unpublished price sensitive
information, 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 employee who
reports under the Vigil Mechanism or participates in the
investigation.
Awareness of policies is created by, inter alia, sending
group mailers highlighting actions taken by the Company
against the errant employees. Mechanism followed under
the Ombuds process has been displayed on the Company’s
intranet and website at https://www.wipro.com/investors/
corporate-governance/#WiprosOmbudsProcess.
email
Dedicated
Ombudsperson.
All complaints received through Ombuds process and
investigative findings are reviewed and approved by the
Chief
address
(ombuds.person@wipro.com) has been created to facilitate
receipt of complaints and for ease of reporting. All employees
and stakeholders can also register their concerns through
web-based
at https://www.wipro.com/investors/
corporate-governance/#WiprosOmbudsProcess. 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.
portal
During the financial year 2019-20, 1,347 complaints were
received via the Ombuds process and 1,409 complaints were
closed in FY 2020. All cases were investigated and actions
taken as deemed appropriate. Based on self-disclosure
data, 19% of these were reported anonymously. The top
categories of complaints were people processes at 32%
and workplace concerns and harassment at 34%. The
majority of cases (82%) were resolved through engagement
of human resources or mediation, or closed since they were
unsubstantiated.
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.
Required
Sexual
Information
Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act,
2013
under
Internal Complaints
Your Company has constituted
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
75
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited and also has a policy and framework for employees to report
sexual harassment cases at workplace. The Company’s
process ensures complete anonymity and confidentiality
of
information. Adequate workshops and awareness
programmes against sexual harassment are conducted
across the organization. The below table provides details
of complaints received/disposed during the financial year
2019-20:
No. of complaints filed
No. of complaints disposed*
No. of complaints pending
125
98
27
* In addition, 21 cases reported in 2018-19 were disposed during
the financial year 2019-20.
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 at https://www.wipro.com/
investors/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 foreseeable and of a repetitive
nature.
The particulars of contracts or arrangements with related
parties referred to in Section 188(1) and applicable rules
of the Companies Act, 2013 in Form AOC-2 is provided as
Annexure I to this Annual Report.
Details of transaction(s) of your Company with entity(ies)
belonging to the promoter/promoter group which hold(s)
more than 10% shareholding in the Company as required
under para A of Schedule V of the Listing Regulations are
provided as part of the financial statements.
Pursuant to Regulation 23(9) of the Listing Regulations, your
Company has filed the reports on related party transactions
with the Stock Exchanges.
Directors’ Responsibility Statement
Your Directors hereby confirm that:
(a)
in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;
(b) the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit and loss
of the Company for that period;
(c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a
going concern basis;
(e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and operating effectively;
(f) as required under Section 134(5)(f) of the Companies Act,
2013, and according to the information and explanations
presented to us, based on the review done by the Audit,
Risk and Compliance Committee and as recommended
by it, we, the Board, hereby, state that adequate systems
and processes, commensurate with the size of the
Company and the nature of its business, have been put
in place by the Company, to ensure compliance with the
provisions of all applicable laws as per the Company’s
Global Statutory Compliance Policy and that such
systems and processes are operating effectively.
Wipro Employee Stock Option Plans/
Restricted Stock Unit Plans
Your Company has
instituted various employee stock
options plans/restricted stock unit plans from time to time
to motivate, incentivize and reward employees. The Board
Governance, Nomination and Compensation Committee
administers these plans. The stock option plans are in
compliance with the Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014
as amended (“Employee Benefits Regulations”) and there
have been no material changes to these plans during the
76
Annual Report 2019-20 financial year. Disclosures on various plans, details of options
granted, shares allotted upon exercise, etc. as required
under the Employee Benefits Regulations read with the
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/investors/
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.
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, 2020.
Pursuant to provisions of the Section 143(12) of the
Companies Act, 2013, neither the Statutory Auditors nor the
Secretarial Auditor has reported any incident of fraud to the
Audit, Risk and Compliance Committee during the year under
review.
Particulars of Employees
Secretarial Audit
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
remuneration 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
Adequacy
their
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 Audit
At the 71st AGM held on July 19, 2017, Deloitte Haskins & Sells
LLP, Chartered Accountants (Registration No. 117366W/W-
100018) was appointed as statutory auditors of the Company
for a term of 5 years from the financial year 2017-18 onwards.
Accordingly, Deloitte Haskins & Sells LLP will continue as
statutory auditors of the Company till the financial year
2021- 22.
77
to
the provisions of Section 204 of
Pursuant
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, 2020 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. Key Awards and Recognitions
Your Company is one of the most admired and recognized
companies in the IT industry. Your Company has won several
awards and accolades, out of which key recognitions are
given below:
1. Wipro was included in the Dow Jones Sustainability Index
(DJSI) – World and Emerging Markets for the 10th time in
succession.
2. Wipro has been named as 2020 World’s Most Ethical
Company for the 9th successive year by the Ethisphere
Institute.
3. Wipro has received the award for “Leadership” category in
corporate governance practices for 2nd consecutive year
under corporate governance scorecard developed by BSE,
International Finance Corporation (IFC) and IiAS.
4. Wipro was recognised as leader in Everest Group PEAK
MatrixTM in 2019 and 2020 Healthcare payer digital
services.
5. Wipro has won the ‘2019 SUSE Global System Integrator
Partner of the Year’ award in two categories- Most
Innovative Solution and Most Technical Certifications.
6. Wipro has been recognised by the Top Employers Institute
as a Top Employer in Australia, for 2020.
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 7. Wipro has been positioned as a Leader in ISG Provider
Lens™: Network-Software Defined Solutions and Services
Global 2019 quadrant report.
8. Wipro has been cited as a Leader and star performer in
Everest Group’s application and Digital Services in Capital
Market- Services PEAK MatrixTM Assessment 2020.
9. Wipro has been recognized as the ‘Best Global Systems
Integrator’ by leading data platform company, Looker.
10. Wipro has been positioned as a ‘Leading Player’ for the
10th consecutive year in the ‘Zinnov Zones for Engineering
R&D Services - 2019’ study.
Further details of awards and accolades won by your
Company are provided at page no. 15 of this Annual
Report.
VI. Social Responsibility and Sustainability
Corporate Social Responsibility
Your Company is at the forefront of Corporate Social
Responsibility
initiatives and
(CSR) and sustainability
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 a decade and half and engages in
various activities in the field of education, healthcare and
communities, ecology and environment, etc.
As per the provisions of the Companies Act, 2013, a company
meeting the specified criteria shall spend at least 2% of its
average net profits for three immediately preceding financial
years towards CSR activities. Accordingly, your Company
spent ` 1,818 million towards CSR activities during the
financial year 2019-20. The contents of the CSR policy and
CSR Report for the year 2019-20 is attached as Annexure V to
this report. Contents of the CSR policy are also available on
the Company’s website at https://www.wipro.com/investors/
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. At its meeting held on July 16,
2019, the Board approved changes to the composition of
Board Governance, Nomination
and Compensation
Committee with effect from August 1, 2019.
The Committee consists of three Independent Directors,
Mr. William Arthur Owens, Mr. M. K. Sharma and
Mrs. lreena Vittal, as its members. Mr. William Arthur Owens
is the Chairman of the Committee.
In addition to annual CSR spends, your Company has
committed ` 100 crores towards tackling the unprecedented
health and humanitarian crisis arising from the COVID-19
pandemic outbreak. This is intended to help in enabling the
dedicated medical and service fraternity in the frontline
of the battle against the pandemic and in mitigating its
wide-ranging human
impact, particularly on the most
disadvantaged of our society.
Particulars Regarding Conservation of
Energy and Research and Development and
Technology Absorption
Details of steps taken by your Company to conserve energy
through
initiatives, Research and
Development and Technology Absorption have been disclosed
as part of the MD&A Report.
its “Sustainability”
VII. Disclosures
Foreign Exchange Earnings and Outgoings
During the financial year 2019-20, your Company’s foreign
exchange earnings were ` 460,794 million and foreign
exchange outgoings were ` 229,491 million as against
` 444,584 million of foreign exchange earnings and ` 230,362
million of foreign exchange outgoings for the financial year
2018-19.
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, 2020 in form MGT-9 is enclosed as Annexure VI to
this report. Additionally, the Company has also placed a copy
of annual return of the financial year 2018-19 on its website
at https://www.wipro.com/investors/annual-reports/.
and Commitments
Material Changes
Affecting the Financial Position of the
Company
regarding potential
Information
impact of COVID-19
pandemic on your Company’s business operations and
financial position are provided as part of the MD&A Report
from page no. 26 onwards.
78
Annual Report 2019-20 Other Disclosures
Acknowledgements and Appreciation
a) Your Company has not accepted any deposits from the
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.
b) Your Company has not issued shares with differential
voting rights and sweat equity shares during the year
under review.
c) Your Company has complied with the applicable
Secretarial Standards relating to ‘Meetings of the Board
of Directors’ and ‘General Meetings’ during the year.
d) Maintenance of cost records and requirement of cost
Audit as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 are not applicable to the
business activities carried out by the Company.
e) There are no significant material orders passed by the
Regulators/Courts which would impact the going concern
status of the Company and its future operations.
f) Details of unclaimed dividends and equity shares
transferred to the Investor Education and Protection Fund
authority have been provided as part of the Corporate
Governance report.
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
have 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
May 29, 2020
Rishad A. Premji
Chairman
79
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Corporate Overview | Management & Board Reports | Financial StatementsWipro 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
Rishad A. Premji (1)
Abidali Z. Neemuchwala (2) Chief Executive Officer and
Chairman
Azim H. Premji (3)
Managing Director
Founder Chairman
Remuneration paid to Other Directors
Name of Directors
Designation
Azim H. Premji (3)
Ireena Vittal
M. K. Sharma
Dr. Patrick J. Ennis
Patrick A. Dupuis
William A. Owens
Arundhati Bhattacharya (4)
Dr. Ashok S. Ganguly (4)
N. Vaghul (4)
Founder Chairman
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
% Increase/Decrease of
remuneration in 2020 as
compared to 2019*
Ratio of
remuneration to
MRE*
Ratio of
remuneration to
MRE and WTD*
-24.56
18.15
NA
79.03
495.10
15.70
79.03
495.10
15.70
% Increase/Decrease of
remuneration in 2020 as
compared to 2019*
Ratio of
remuneration to
MRE*
NA
37.93
47.10
7.84
-18.46
15.46
NA
NA
NA
7.80
15.51
16.53
30.53
23.00
41.42
13.67
4.63
5.79
Ratio of
remuneration to
MRE and WTD *
7.80
15.51
16.53
30.53
23.00
41.42
13.67
4.63
5.79
MRE – Median Remuneration of employees, WTD – Whole Time Director
* Rounded-off to two decimals
(1) Mr. Rishad A. Premji was appointed as Executive Chairman with effect from July 31, 2019.
(2) Mr. Abidali Z. Neemuchwala was appointed as Managing Director of the Company with effect from July 31, 2019, in addition to his existing
position as Chief Executive Officer.
(3) Mr. Azim H. Premji retired from the position of Executive Chairman and Managing Director with effect from July 30, 2019 and was appointed
as Non-Executive, Non-Independent Director of the Company effective July 31, 2019. Considering the aforesaid, comparable figures have
not been provided in the above table.
(4) Comparable figures not provided as Dr. Ashok S. Ganguly and Mr. N. Vaghul retired as directors w.e.f. July 31, 2019 and
Mrs. Arundhati Bhattacharya was appointed effective January 1, 2019.
Remuneration paid to other Key Managerial Personnel (KMP)
Name of KMPs
Designation
% Increase/Decrease of
remuneration in 2020 as
compared to 2019*
Ratio of
remuneration to
MRE *
Jatin Pravinchandra Dalal Chief Financial Officer
M Sanaulla Khan**
Company Secretary
-27.01
-10.40
68.22
22.66
Ratio of
remuneration to
MRE and WTD *
68.22
22.66
MRE- Median Remuneration of Employees, WTD- Whole Time Director
* Rounded-off to two decimals
** Remuneration includes perquisites value of Restricted Stock Units exercised during the respective years.
84
Annual Report 2019-20 Notes:
1.
2.
3.
4.
5.
The median remuneration of employees (MRE) excluding Whole Time Directors was ` 6,52,000 and ` 6,00,000 in fiscal 2020 and fiscal 2019
respectively. The increase in MRE excluding the Whole Time Directors in fiscal 2020 as compared to fiscal 2019 is 8.67%.
The median remuneration of employees (MRE) including Whole Time Directors was ` 6,52,000 and ` 6,00,000 in fiscal 2020 and fiscal 2019
respectively. The increase in MRE including the Whole Time Directors in fiscal 2020 as compared to fiscal 2019 is 8.67%.
The number of permanent employees on the rolls of the Company as of March 31, 2020 and March 31, 2019 was 182,886 and 171,425
respectively.
The aggregate remuneration of employees excluding WTD grew by 9.07% over the previous fiscal, attributed to the increase in headcount.
The aggregate increase in salary for WTDs and other KMPs was 1.54% in fiscal 2020 over fiscal 2019.
In view of the current situation caused by COVID-19, uncertainty in business is likely to last for the next few months. To show solidarity with
the team in facing the challenge:
• Mr. Azim H. Premji, Founder Chairman, has foregone the profit linked commission payable to him for the relevant period for financial
year 2019-20.
• Mr. Rishad A. Premji, Chairman, has foregone the variable pay and profit linked commission payable to him for the relevant period for
financial year 2019-20.
Accordingly, the Board did not determine profit linked commission due to Mr. Azim H. Premji for FY 2019-20, variable pay and profit
linked commission due to Mr. Rishad A. Premji for financial year 2019-20 and the remuneration considered for the table above does not
include the same.
6.
In support of Wipro’s humanitarian efforts to combat COVID-19, Mr. Patrick Dupuis, Independent Director, has foregone the commission
payable to him for quarter ended March 31, 2020 and Wipro will contribute Mr. Dupuis’ commission to Wipro Cares for its various COVID-19
related activities as part of its Corporate Social Responsibility program.
7. Mr. Rishad A. Premji’s compensation also included cash bonus (part of his allowances) on an accrual basis, which is payable over a period
of time.
8. Computation of remuneration to Mr. Jatin Pravinchandra Dalal is on an accrual basis and it includes the amortization of Restricted Stock
Units (RSUs), granted to him, which will vest over a period of time. This also includes RSUs that will vest based on performance parameters
of the Company.
9.
The Company announced on January 31, 2020 that Mr. Abidali Z. Neemuchwala has resigned from the position of Chief Executive
Officer and Managing Director due to family commitments and will, however, continue to hold the office of Chief Executive Officer and
Managing Director until a successor is appointed. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of
Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020.
Compensation for Mr. Abidali Z. Neemuchwala for the year ended March 31, 2020 includes cost of accelerated vesting of unvested options
and variable pay.
10. 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 Managing Director is based on clearly laid out
criteria and measures, which are linked to the desired performance and business objectives of the organization. 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 top executives including
the Chief Executive Officer and Managing 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 defined performance period and is
linked to pre-defined financial goals. Time-based stock units typically vest over a defined period. The vesting pattern and
schedule for both these types of stock units are as determined by the Board Governance, Nomination and Compensation
Committee.
85
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited l
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Annual Report 2019-20
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, 2020
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, 2020 (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, 2020
according to the provisions of:
i.
The Companies Act, 2013 (the Act) and the rules made
thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the rules made thereunder;
Direct Investment and Overseas Direct Investment. There
was no External Commercial Borrowing by the Company
during the period under review;
v. The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’): -
a. The Securities and Exchange Board of
India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of
India
(Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2018;
d. The Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014;
e. The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008
(Not Applicable to the Company during the Audit
Period);
f.
The Securities and Exchange Board of
India
(Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and
dealing with client;
g. The Securities and Exchange Board of India (Delisting
of Equity Shares) Regulations, 2009 (Not Applicable
to the Company during the Audit Period);
h. The Securities and Exchange Board of India (Buyback
of Securities) Regulations, 2018; and
i. Securities and Exchange Board of India (Listing
Requirements)
Disclosure
and
Obligations
Regulations, 2015.
iii. The Depositories Act, 1996 and the Regulations and
vi. Other laws applicable specifically to the Company
Bye-laws framed thereunder;
namely:
iv. Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign
a.
Information Technology Act, 2000 and the rules
made thereunder
91
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited b. Special Economic Zones Act, 2005 and the rules
made thereunder
c.
Software Technology Parks of
regulations
India rules and
We have also examined compliance with the applicable
clauses of the following:
i.
ii.
Secretarial Standards issued by The Institute of Company
Secretaries of India on Meetings of the Board of Directors
and General Meetings.
Listing Agreements entered into by the Company with
BSE Limited and National Stock Exchange of India
Limited.
We have not examined compliance by the Company with
applicable financial laws, like direct and indirect tax laws,
since the same have been subject to review by statutory
financial audit and other designated professionals.
During the period under review, the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines,
etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during
the period under review were carried out in compliance with
the provisions of the Act.
Adequate notice is given to all directors to schedule the
Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance and a system exists for
seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful
participation at the meeting.
As per the minutes of the meetings duly recorded and signed
by the Chairman, the decisions of the Board were unanimous
and no dissenting views have been recorded.
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 the
following events, 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.,
a. The Company had bought back 32,30,76,923 (Thirty Two
Crores Thirty Lakhs Seventy Six Thousand Nine Hundred
and Twenty Three) fully paid up Equity Shares of the
Company of Face Value of ` 2/- (Rupees Two Only) each
at a price of ` 325/- (Rupees Three Hundred and Twenty-
Five Only) per Equity Share on a proportionate basis
through the tender offer process.
b. Mr. Azim H. Premji (DIN: 00234280) Chairman and
Managing Director of the Company, whose period of office
was liable to expire on July 30, 2019 was re-appointed
and designated as Non-Executive, Non-Independent
Director of the Company for a period of five years with
effect from July 31, 2019.
c. Mr. Rishad A. Premji (DIN: 02983899) Whole Time Director
(designated as Executive Director and Chief Strategy
Officer) of the Company whose period of office was liable
to expire on April 30, 2020 was re-appointed as Whole
Time Director (designated as “Executive Chairman”) of
the Company for a period of five years with effect from
July 31, 2019.
d. Mr. Abidali Z. Neemuchwala (DIN: 02478060) Whole Time
Director who was earlier designated as Chief Executive
Officer and Executive Director was designated as Chief
Executive Officer and Managing Director of the Company
with effect from July 31, 2019.
For V. SREEDHARAN & ASSOCIATES
Company Secretaries
(V. Sreedharan)
Partner
FCS: 2347; CP No. 833
UDIN No. : F002347B000296168
We further report that based on the review of the compliance
reports/certificates of the Company Secretary which were
taken on record by the Board of Directors, there are adequate
systems and processes in the Company commensurate
Bengaluru
May 29, 2020
This report is to be read with our letter of even date which is annexed as ‘Annexure-1’ and forms an integral part of this report.
92
Annual Report 2019-20 Annexure -1
To,
The Members
Wipro Limited,
Doddakannelli,
Sarjapur Road,
Bengaluru - 560035
Our report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of
the management of the company. Our responsibility is to
express an opinion on these secretarial records based on
our audit.
2. We have followed the audit practices and processes
as were appropriate to obtain reasonable assurance
about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure
that correct facts are reflected in secretarial records. We
believe that the processes and practices, we followed
provide a reasonable basis for our opinion.
4. Wherever required, we have obtained the Management
representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other
applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit report 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.
For V. SREEDHARAN & ASSOCIATES
Company Secretaries
(V. Sreedharan)
Partner
FCS: 2347; CP No. 833
3. We have not verified the correctness and appropriateness
of financial records and Books of Accounts of the
company.
Bengaluru
May 29, 2020
93
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Corporate Social Responsibility Report for the financial year 2019-20
Annexure V
We present our report on Wipro’s Corporate Social
Responsibility (CSR) for the financial year 2019-20. The
values of ‘Spirit of Wipro’ guide all our actions. Our values
‘Being passionate about clients’ success’, ‘Being global
and responsible’, ‘Treating each person with respect’, and
‘Unyielding integrity in everything we do’ are the primary
drivers of the letter and spirit of being a responsible business.
Our goals are centered around (i) making Wipro more
sustainable as defined by the triple bottom-line framework
and (ii) contributing to a more just, inclusive and sustainable
society through our work in Education, Ecology, Primary
Health Care and Disaster Response.
Our areas of work span a wide range- Energy and Climate
Change, Water, Solid Waste, Biodiversity, Urban Ecology
and Public Spaces, issues of Quality, Access and Inclusion
in Education, Sustainability in Education and Access to
Primary Health Care for the disadvantaged sections. Our
approach emphasizes depth and a systemic, long term
view that informs the way we choose our areas of work, the
partners we collaborate with and the bedrock of ethics and
good governance that underlies all our programs. Collectively,
these initiatives help in enhancing social and natural capital
while our workplace culture of diversity, inclusion and
employee empowerment strengthen human capital. Value is
created when all these capitals reinforce each other.
society and academic partner organizations across India
and the overseas geographies where we have presence- US,
UK, Europe, LATAM and APAC. A detailed articulation of our
programs is available in the MD&A Report forming part of this
Annual Report. The articulation is aligned with the integrated
multiple capitals approach and covers salient facts, metrics
and narratives on our goals, programs, outcomes and
governance.
Towards the end of the financial year, the whole world came
face to face with the COVID-19 crisis, an unprecedented
challenge for humanity. The multi-dimensional nature of the
crisis- healthcare, humanitarian, economic and social- poses
a particularly daunting challenge. At Wipro, we have made a
commitment of ` 100 crores for FY21 towards our COVID-19
response. In combination with the commitments of Azim
Premji Foundation (` 1,000 Cr) and Wipro Enterprises Private
Limited (` 25 Cr), we are weaving together an integrated
response that addresses the different facets of the problem
in a holistic manner. We recognize that the COVID-19 crisis
is going to be with us for some time and therefore, our
commitment is not just for immediate short-term relief but
designed for impact over the medium and long term as well.
Lastly, we would like to highlight that our COVID-19 financial
commitment is in addition to our regular CSR work that
we will continue to strengthen and focus on in the coming
year.
During the reporting year, we made significant progress on
our goals through our extensive network of nearly 200 civil
Summary of CSR spend for financial year 2019-20 is provided
in the following pages.
94
Annual Report 2019-20 Summary of Corporate Social Responsibility (CSR) spend for the financial year 2019-20
1. 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.
2. The Composition of the CSR Committee: The terms of reference of 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 Mr. William Arthur Owens, Mrs. Ireena Vittal and Mr. M. K. Sharma,
Independent Directors.
3. Average Net Profit of the Company for the last three financial years: ` 83,442 million
4. 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 `1,669 million. Against this, our CSR spending for 2019-20 was ` 1,818 million.
5. Details of the CSR Spent during the financial year:
a) Total amount to be spent for the financial year: ` 1,669 million
b) Amount unspent: Not Applicable
c) Manner in which the amount is spent during the financial year is detailed below.
6. The following table provides a summary of the domain wise expenditure on CSR for the financial year 2019-20 along with the
geographies. The list of partners with whom we collaborate is available after the table.
7.
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 2014-15 as the base year.
8. All our programs are executed and implemented through our partners. The figures under the last column therefore are
entirely through our partners.
(` in Million)
Amount
spent on the
Projects or
Programs
Cumulative
expenditure
up to Previous
reporting
period
Cumulative
expenditure
up to
reporting
period
Amount spent:
direct or through
implementing
agency
12
15
35
47
116
130
Amount
Outlay
(Budget)
Project or
Program
Wise
15
70
90
85
382
467
12
15
85
Sl. No.
CSR project or activity identified
Sector in which
the project is
covered
Projects or Programs 1) Local area or other
2) specify the state and district where the project or
programs are undertaken
1
2
Providing preventive and curative
health services with specific focus on
malnutrition and infant mortality rate
Community
Healthcare
Tuensang (Nagaland), Mumbai, Pune (Maharashtra),
Mysore (Karnataka), Gurugram, Delhi (NCR), Kolkata
(West Bengal)
Education
proximate communities
for Underprivileged
in
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, material
development,
advocacy,
assessment reform, teacher capacity
the school
building, strengthening
and
system
systemic engagement
community
through
public
Mumbai, Pune (Maharashtra), Bangalore (Karnataka),
Hyderabad
(West Bengal),
New Delhi, Dimapur (Nagaland), Tawang (Arunachal
Pradesh), Chennai, Coimbatore (Tamil Nadu)
(Telangana), Kolkata
Ahmedabad (Gujarat), Akola (Maharashtra), Aligarh
(UP), Alipurduar (West Bengal), Ambala (Haryana),
Andaman and Nicobar Islands, Ayodhya (UP), Baghpat
(UP), Banda (UP), Bangalore (Karnataka), Bantahazam
(Jharkhand), Bhopal (Madhya Pradesh), Bhubaneshwar
(Odisha), Champawat (Uttarakhand), Chennai (Tamil
Nadu), Chhindwara (Madhya Pradesh), Dantewada
(Chattisgarh), Delhi), Dewas (Madhya Pradesh), Goa),
Gopalganj (Bihar), Guwahati (Assam), Harda (Madhya
Pradesh), Haveri (Karnataka), Hyderabad (Telangana),
Indore (Madhya Pradesh), Jaipur (Rajasthan), Jalgaon
(Maharashtra), Jalpaiguri (West Bengal), Jamui and
Munger( Bihar), Karnal (Haryana), Kerala), Khandwa
(Nagaland), Kolhapur
(Madhya Pradesh), Kiphire
(Maharashtra), Kolkata
(West Bengal), Koppal
(Karnataka), Lucknow (UP), Majuli (Assam), Mewat
(Haryana), Mumbai (Maharashtra), NCR), Palampur
(Himachal Pradesh), Rayagada (Odisha), Rudraprayag
(Uttarakhand), Saharsa (Bihar), Samalkha (Haryana),
Sambalpur (Odisha), Seoni (Madhya Pradesh), Sirohi
(Rajasthan), Sonbhadra (UP), Sonepur (Odisha), South
24 Parganas (West Bengal), Spiti (Himachal Pradesh),
Sukma (Chattisgarh), Sundergarh (Odisha), Ukhrul
(Manipur)
95
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Sl. No.
CSR project or activity identified
Sector in which
the project is
covered
Projects or Programs 1) Local area or other
2) specify the state and district where the project or
programs are undertaken
Initiatives in Education of children with
Disability
Education for
Children with
Disability
(Delhi), Hyderabad
Delhi
Jaipur
(Rajasthan), Mumbai, Pune (Maharashtra), Bangalore,
Hubli-Dharwad and Koppal (Karnataka)
(Telangana),
Initiatives in sustainability education in
schools and colleges across India
Sustainability
Education
79 districts in 29 states and 3 Union Territories of
India
Program of higher education
in
engineering and technology linked to
skills development for the IT industry
Higher Education
for skills building Bangalore (Karnataka)
Initiatives in improving education in
engineering colleges in India
Engineering
Education
All parts of India
3
Ensuring environmental sustainability,
ecological balance
Water
Bangalore (Karnataka), Pune (Maharashtra)
Biodiversity
Bangalore (Karnataka), Pune (Maharashtra)
Energy
Bangalore (Karnataka), Pune (Maharashtra),
Hyderabad (Telangana), Chennai (Tamil Nadu)
Waste
Management
Sustainability
Advocacy and
Research
Bangalore, Mysore (Karnataka)
Bangalore (Karnataka), Balashore (Odisha),
Bhubaneshwar (Odisha), Chennai (Tamil Nadu),
New Delhi(NCR), Hyderabad(Telangana),
Pune(Maharashtra), Chikmagalur (Karnataka),
Guwahati (Assam), Kurnool (Kerala), Koraput (Odisha).
4
5
Rural Development projects
Rural livelihood
programs
Cuddalore, Coimbatore (Tamil Nadu), Ernakulam,
Alappuzha (Kerala), Puri (Odisha)
Providing humanitarian aid and
preventive health care and sanitation
Disaster relief
Delhi (NCR), Bangalore (Karnataka)
Amount
Outlay
(Budget)
Project or
Program
Wise
17
35
Amount
spent on the
Projects or
Programs
Cumulative
expenditure
up to Previous
reporting
period
Cumulative
expenditure
up to
reporting
period
Amount spent:
direct or through
implementing
agency
17
32
110
127
138
170
17
32
1,000
1,167
5,136
6,303
1,167
10
7
2
5
5
1
18
25
30
23
30
32
500
444
2,342
2,786
2
20
8
14
2
17
7
9
9
89
21
-
12
105
28
9
5
5
1
444
2
17
7
9
Total
1,790
1,818
8,451
10,269
1,818
Note: List of implementing partners is provided below.
9. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance
with CSR objectives and policy of the Company: Yes, it is in compliance with CSR Policy and Objectives of the Company.
Sd/-
Rishad A. Premji
(Chairman)
Sd/-
William Arthur Owens
(Chairman of Board Governance,
Nomination and Compensation Committee)
96
Annual Report 2019-20
A. Organizations funded through direct grants
Sl.
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Name of the Organization
Location
ASHA Community Health and Development Society
Delhi
Foundation for Mother and Child Health (FMCH)
Kottapuram Integrated Development Society (KIDS)
Late Vaibhav Phalanikar Memorial Foundation (LVMF)
Legal Aid to Women (LAW) Trust
Niramaya Health Foundation
Rehoboth Sustainable Development Foundation
Rural Literacy and Health Programme (RLHP)
Sabuj Sangha
SNEH Foundation
Sukarya
The Eleutheros Christian Society (ECS)
The Evangelical Fellowship of India (EFICOR)
Hasiru Dala
C P Ramaswamy Environmental Education Centre
(CPREEC)
Mumbai
Ernakulam, Kerala
Pune, Maharashtra
Cuddalore, Tamil Nadu
Mumbai, Maharashtra
Coimbatore, Tamil Nadu
Mysore, Karnataka
Kolkatta, West Bengal
Pune, Maharashtra
Gurugram, Haryana
Tuensang, Nagaland
Alappuzha, Puri, Kerala, Odisha
Bengaluru Urban, Mysuru,
Karnataka
Chennai, Tamil Nadu
16
Central Himalayan Institute for Nature and Applied
Research (CHINAR)
Centre for Environment Education (CEE)
17
CEPT Research and Development Foundation (CRDF)
18
Green Future Foundation
19
Himalayan Yeti Foundation
20
IIM Ahmedabad
21
IIM Bangalore
22
Institute of Chemical Technology
23
North East Network
24
Samavesh Society For Development and Governance
25
26
Vayam
27 Wild Ecologues
28
29
30
Xavier University Bhubaneshwar (XUB)
ACWADAM
Art of Waste Management
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
Bhujal Abhiyan Trust
Biome Environmental Trust
Cotton University
Hyderabad Urban Lab Foundation
India Foundation for Humanistic Development
National Center for Biological Sciences
Nature Forever Society
Puttenahalli Neighbourhood Lake Improvement Trust
Svapnya Foundation
Ujwal Trust
Yelahanka Puttenahalli Lake and Bird conservation
Trust
Yuva Vikas Foundation
Aawaj Jan Kalyan Samiti
Agragamee
Alternative Strategies for the Handicapped (ASTHA)
Army Navy Airforce Wives Activity Trust (ANAWA)
Art Sparks Foundation
Aseema Charitable Trust
ASHA Foundation
Ashray Akruti
Association for the Welfare of Persons with a Mental
Handicap in Maharashtra (AWMH)
Bookworm Trust & Library
CARMDAKSH (Centre for Action Research &
Management in Developing Attitudes, Knowledge,
Skills in Human Resources)
Dehradun, Uttarakhand
Ahmedabad, Gujarat
Ahmedabad, Gujarat
Delhi
Leh, Ladakh
Ahmedabad, Gujarat
Bangalore Urban, Karnataka
Mumbai, Maharashtra
Guwahati, Assam
Bhopal, Madhya Pradesh
Jawhar, Maharashtra
Gurugram, Haryana
Bhubaneshwar, Orissa
Pune, Maharashtra
Kadur, Chikkamagaluru,
Karnataka
Pune, Maharashtra
Bengaluru Urban, Karnataka
Guwahati, Assam
Hyderabad, Telangana
Bengaluru Urban, Karnataka
Bengaluru Urban, Karnataka
Nashik, Maharashtra
Bengaluru Urban, Karnataka
Bengaluru Urban, Karnataka
Bengaluru Urban, Karnataka
Bengaluru Urban, Karnataka
Balasore, Odisha
Aishbaug, Bhopal, Madhya
Pradesh
Kashipur, Rayagada, Odisha
Delhi, New Delhi
Gautam Buddh Nagar, Noida,
Uttar Pradesh
Bangalore, Karnataka
Mumbai, Maharashtra
Bangalore, Karnataka
Hyderabad, Telangana
Mumbai, Maharashtra
Panaji, Goa
Korba, Chhattisgarh
Name of the Organization
Location
Sl.
No.
54
55
56
57
58
59
60
61
62
63
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
Chale Chalo
Cohesion Foundation Trust
Community Educational Centre Society (CECS)
Digantar Shiksha Evam Khelkhud Samiti
Dnyangangotri Pratishthan
Dooars Jagron
Fourth Wave Foundation (FWF)
Gubbachi Learning Community
Innovation and Science Promotion Foundation (ISPF)
Jan Sahas Social Development Society
64
Jhamtse Gatsal Children’s Community
Jodo Gyan Educational Services
Joy of Learning Foundation (JLF)
Kalvi Thunai
Karmakshetra Educational Foundation (Darpana)
65
66
67
68
69 Maarga
70 Makkala Jagriti
71 Muskaan
72
Nagaland Centre for Human Development &
Information Technology (NCHD-IT)
National Association for the Blind (NAB)
National Centre for Promotion of Employment for
Disabled People (NCPEDP)
NFBM Jagriti School for Blind Girls
Olcott Education Society
Pararth Samiti
Patang
Prayas Society
Roshni Social Action Centre
Rural Aid
Sahasra Deepika International for Education (SDIE)
Samerth Charitable Trust
Samridhdhi Trust
School Education trust for the Disadvantaged (SETD)
Shaheed Virender Smarak Samiti (SVSS)
Shri Sadguru Saibaba Seva Trust
Society of Parents of Children with Autistic Disorders
(SOPAN)
Society of the Daughters of St.Camillus (Swanthana)
Space for Nurturing Creativity (SNC)
Sugra Humayun Mirza Wakf
Swadhar IDWC
Synergy Sansthan
The Ferdinand Centre for Education (TFC)
The Institution of Social Studies Trust (ISST)
The Society for Door Step School (DSS)
Towards Future
Unnati Institute for Social and Educational Change
Urmi Foundation
91
92
93
94
95
96
97
98
99
100 Vanangana
101 Vidya Mytri Trust
102 Vikramshila Education Resource Society
103 Aavishkaar Yaatraa
104 Antral
105 Ayang Trust
106 Dakshin Foundation
107 Nature Conservation Foundation (NCF)
108 Teach for Green
97
Sundergarh, Odisha
Kutch, Gujarat
Dimapur, Nagaland
Jaipur, Rajasthan
Pune, Maharashtra
Banarhat, Jalpaiguri, West
Bengal
Dharwad, Koppal, Karnataka
Bangalore, Karnataka
Bangalore, Karnataka
Dewas, Ujjain, Madhya
Pradesh
Lumla Tawang, Arunachal
Pradesh
New Delhi
Delhi-NCR
Coimbatore, Tamil Nadu
Ahmedabad, Gujarat
Bangalore, Karnataka
Bangalore, Karnataka
Bhopal, Madhya Pradesh
Kiphire, Nagaland
Delhi-NCR
New Delhi
Pune, Maharashtra
Chennai, Tamil Nadu
Tamia, Chhindwara, Madhya
Pradesh
Sambalpur, Bargarh, Odisha
Jaipur, Rajasthan
Hangal, Karnataka
Kalchini
Bangalore, Karnataka
Juhapura, vejalpur,
Ahmedabad, Gujarat
Bangalore, Karnataka
Aligarh, Uttar Pradesh
Samalkha, Haryana
Pune, Maharashtra
Mumbai, Maharashtra
Bangalore, Karnataka
Kedarnath valley, Rudraprayag,
Uttarakhand
Hyderabad, Telangana
Pune, Maharashtra
Harda, Madhya Pradesh
New Delhi
New Delhi
Pune, Maharashtra
Kolkata, West Bengal
Akola, Maharashtra
Mumbai, Maharashtra
Banda , Uttar Pradesh
Koppal, Karnataka
Kolkata, West Bengal
Palampur, Kangra, Himachal
Pradesh
Ranchi, Jharkhand
Majuli, Assam
Andamans, Andaman&Nicobar
Islands
Bangalore Urban, Karnataka
New Delhi
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited B. Organizations funded through seeding fellowships
Name of the Organization
Location
Name of the Organization
Location
Sl
No.
1
2
3
4
5
6
7
8
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
29
30
31
32
33
34
35
36
37
38
39
40
41
Humane
In Season Fish
VIVASWA
Adhvan
Agrini Samaj Kalyan Samiti
Amma Social Welfare Association (ASWA)
Antraal Theatre
Art of Play Foundation
9
Awadh Peoples Forum
Barefoot Edu Foundation
Better Education Lifestyle and Environment
Foundation (BELIEF)
Gramothhan
Had Anhad
Happy Horizons Trust
Inquilab Inventions Foundation
I-Saksham
Kanavu
Key Education Foundation
Khel Khel Mein Foundation
Kshamtalaya
Lets Open a Book
Library for All
Loop Education Foundation
25 Manzil Mystics
26 Mil Ke Chalo Association
27 Mobile Pathshala in Sunderbans
28 Musht
North East Education Trust
Pi Jam Foundation
Pratyaya EduResearch Lab
Sahodaya Trust
Sajag
Samait Shala
Sanjhi Sikhiya
School Social Science Initiative
Self Reliant India (SRI)
Shiksharth Trust
Simple Education Foundation
42
Sinchan
Let’s Educate Children in Need (LECIN)
South Delhi, Delhi
Professionals Alliance for Youths Growth (PRAYOG)
Gopalganj, Bihar
Recognize, Rise and Empower Association (RREA)
Kamjong, Manipur
Sl
No.
43
SwaTaleem Foundation
44
Swatantra Talim
45
46
47
48
49
50
51
52
53
54
55
Tarkeybein
Thrive Foundation
Umoya Sports
Universe Simplified Foundation
Upkram
Vardishnu
Varitra Foundation
Vidhya Vidhai Foundation
Vidyodaya
Virasat-E-Hind
Vision Empower
Mewat, Haryana
Lucknow, Sitapur, Uttar
Pradesh
Baghpat, Uttar Pradesh
Chennai, Tamil Nadu
New Delhi, Gurgaon, Haryana
Mumbai, Maharashtra
Sonbhadra, Uttar Pradesh
Amalner, Maharashtra
Karnal, Haryana
Chennai, Tamil Nadu
Kolhapur, Maharashtra
Bhubaneswar, Odisha
Bangalore , Ramngagara,
Mysuru, Davangare,
Shivamogga, Kalaburagi,
Chikmaglur, Karnataka
56 We, The People Abhiyan
New Delhi, Gurgaon (Haryana)
C. Program support partners (not funded through grants)
Sl
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
Name of the Organization
Location
Arunachal State Council for Science & Technology
Itanagar, Arunachal Pradesh
Assam State Council for Science & Technology
Guwahati, Assam
Delhi State Environment Education Department
Delhi
Himachal State Council for Science & Technology
Simla, Himachal Pradesh
Madhya Pradesh Environmental Planning and
Coordination Organization
Bhopal, Madhya Pradesh
Meghalaya State Council for Science & Technology
Shillong, Meghalaya
Mizoram State Council for Science & Technology
Aizawl, Mizoram
Nagaland State Council for Science & Technology
Kohima, Nagaland
Sikkim ENVIS and Forest Department
Gangtok, Sikkim
Tripura State Council for Science & Technology
Agartala, Tripura
Carbon Disclosure Project India (CDP)
Delhi
Center for Study of Science, Technology and Policy
(CSTEP)
Bangalore Urban, Karnataka
Small-Scale Sustainable Infrastructure Development
Fund (S3IDF)
Bangalore Urban, Karnataka
14 World Resources Institute (WRI)
Mumbai, Maharashtra
15
Goa Institute of Management
16
17
18
19
20
21
22
23
IIM Kozhikode
NIT Trichy
TERI School of Advanced Studies
Confederation of Indian Industry (CII)
Government of Karnataka
Eklavya Foundation
Takshila Educational Society
Teacher Plus
Sanquelim, North Goa district,
Goa
Kozhikode, Kerala
Trichy, Tamil Nadu
Delhi
Delhi
Bengaluru Urban, Karnataka
Bhopal, Madhya Pradesh
Bhopal, Madhya Pradesh
Hyderabad, Telangana
Koraput, Odisha
Chennai, Tamil Nadu
Kurnool, Andhra Pradesh
Mumbai, Maharashtra
Seoni, Madhya Pradesh
Shadnagar, Telangana
New Delhi
North Delhi, East Delhi, South
Delhi (New Delhi), Faridabad
(Haryana), Jhunjhunu
(Rajasthan), Solan (Himachal
Pradesh)
Faizabad, New Delhi, Uttar
Pradesh
Mumbai, Maharashtra
Pune, Maharashtra
Sonepur, Odisha
Indore, Madhya Pradesh
Saharsa, Bihar
Hyderabad, Telangana
Jamui, Bihar
Cuddalore, Tamil Nadu
Bangalore, Karnataka
Delhi-NCR
East Delhi (New Delhi), Udaipur
(Rajasthan)
Spiti valley, Lahaul and Spiti,
Himachal Pradesh
Ukhrul, Imphal, Manipur
Hyderabad, Telangana
South Delhi, New Delhi
Amalner, Maharashtra
Kumirmari 24, South
Paraganas,
Khandwa, Madhya Pradesh
Guwahati, Assam
Pune, Maharashtra
Pandhurna, Chhindwara,
Madhya Pradesh
Kohabari, Gaya, Bihar
Mumbai, Maharashtra
Ahmedabad, Gujarat
Fatehgarh Sahib, Punjab
Bhubaneswar, Odisha
Rewari, Haryana
Sukma, Chhattisgarh
South Delhi (Delhi), Tehri
Garhwal (Uttarakhand)
Chakai, Jamui, Bihar
98
Annual Report 2019-20 Annexure VI
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended March 31, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i
CIN
Registration Date
ii
iii Name of the Company
iv Category/Sub-Category of the Company Public Limited Company - Limited by Shares, Indian Non-Government Company
v
L32102KA1945PLC020800
December 29, 1945
Wipro Limited
Address of the Registered office and
contact details
Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru – 560 035
Ph: 080-28440011, Fax: 080-28440054
Website: www.wipro.com
Email: corp-secretarial@wipro.com
Yes
KFin Technologies Private Limited,
Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda,
Hyderabad – 500 032
Contact Person:
Mr. B Srinivas, Manager
Tel: 040-67162222
Fax: 040-2300 1153
Email: srinivas.b@kfintech.com
vi Whether listed company
vii Name, Address and Contact details of
Registrar and Transfer Agent, if any
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sl.
No
Name and Description of main Products/Services
NIC Code of the Product/Service
1
IT Software, Services and related activities
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl.
No.
Name of the
Company
Address of the
Company
1
2
3
4
5
6
7
Wipro, LLC
2 Tower Center Blvd, Suite 2200, East Brunswick,
NJ 08816, USA
Wipro Gallagher Solutions, LLC 18001, Old Cutler Road, Suite 651, Palmetto Bay,
Opus Capital Market
Consultants, LLC
Wipro Promax Analytics
Solutions, LLC
Wipro Insurance Solutions, LLC 1209, Orange St, Wilmington, New Castle
Florida 33157, USA
100 Tri State International, Ste, 300A Lincolnshire, IL
60069, USA
2 Tower Center Blvd, Suite 2200, East Brunswick, NJ
08816, USA
Wipro IT Services, LLC
Wipro Solutions Canada
Limited
Country-19801, USA
251, Little Falls Drive, Wilmington 19808
1 First Canadian Place, 100 King Street West, Suite
6000, Toronto Ontario M5X 1E2
62013
62020
CIN/GLN
N/A
N/A
N/A
N/A
N/A
N/A
N/A
99
% to total
turnover of the
company
100%
Holding/
Subsidiary/
Associate
Subsidiary
% of
shares
held
100
Applicable
Section
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)
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Name of the
Company
Address of the
Company
CIN/GLN
Sl.
No.
8
9
Wipro Japan KK
2-2-1, Minato-Mirai, Nishi-ku, Yokohama
Wipro Shanghai Limited
Room 156, 1st Floor, Changxing Building, NO.888
Bibo Road, Pudong District, Shanghai
10 Wipro Information Technology
Netherlands BV
Hoogoorddreef 15, 1101BA Amsterdam, The
Netherlands
11 Wipro Chengdu Limited
12 Wipro (Thailand) Co. Limited
13 Wipro Technologies Limited
Room 205#-209#, 304#-308, Floor2-3 of northern
part of Building D2, Tianfu Software Park, No.
599, South Shi Ji Cheng Road, Chengdu High-tech
District, Sichuan
152, Chartered Square Building, Unit 17-02B,
North Sathorn Road, Kwaeng Silom, Khet Bangrak,
Bangkok, Thailand
127473, Moscow city, Krasnoproletarskaya street,
dom 16, building 1, pom I et 4 ko 3 (part), Russia
14 Wipro Technologies Australia
1198 Toorak Road, Camberwell VIC 3124, Australia
Pty Ltd.
15
PT WT Indonesia
16 Wipro Travel Services Limited
17 Wipro Trademarks Holding
Limited
Menara BCA 50th Floor, Jl. M.H Thamrin No. 1,
Jakarta Pusat, Indonesia
Sarjapur Road, Doddakannelli, Bengaluru - 560035,
India
Sarjapur Road, Doddakannelli, Bengaluru - 560035,
India
18 Wipro Networks Pte Limited
31 Cantonment Road, Singapore 089747
19 Wipro Technologies SDN BHD
20 Wipro Philippines, Inc.
Suite 702, 7th Floor, Wisma Hangsam, Jalan Hang
Lekir, 50000 Kuala Lumpur, Malaysia
Cebu IT Tower 1, Lot 7 corner Archbishop Reyes
and Mindanao St. Cebu Business Park, Cebu City,
Phillippines
21 Wipro Information Technology
7, Azattyk Ave., Atyrau city, Kazakhstan
Kazakhstan LLP
22 Wipro IT Services Ukraine, LLC
23 Wipro Arabia Co. Limited
Shovkovychna street, 42-44, office 317, Kyiv,
Ukraine, 01601
P.O. Box 31349, Jarir Complex, Al Khobar 31952,
Kingdom of Saudi Arabia
24 Women’s Business Park
Technologies Limited
PO Box 47033, Riyadh 11552, Kingdom of Saudi
Arabia
25 Wipro Information Technology
Egypt SAE(a)
B-124, Smart Village, Cairo-Alex Desert Road, Giza,
Egypt
26 Wipro Bahrain Limited Co. S.P.C Seef Business Centre Building, #2795 5th Floor, #
27 Wipro Gulf LLC
28 Wipro Doha LLC
510 Road 2835 , Kingdom of Bahrain
P.O.Box 137, Postal Code 112,Sultanate of Oman
Servcorp, Level 22, Tomado Tower, West Bay, Doha
29
Rainbow Software LLC
D603, St.14, Building 43, Al Mansour, Baghdad, Iraq
30 Wipro Technologies SA DE CV
31 Wipro Do BrasilTechnologia
LTDA
Avenida Insurgentes Sur 1271, piso 11, Col.
Extremadura Insurgentes, Alc. Benito Juárez, Ciudad
de México, Mexico C.P. 03740
João Marchesini street, No. 139 - 5th and 6th floor
Post Code: 80215-432 Curitiba/Parana – Brazil
100
Holding/
Subsidiary/
Associate
% of
shares
held
Subsidiary
Subsidiary
100
100
Applicable
Section
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)
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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Subsidiary
Subsidiary
100
100
2(87)
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
100
100
100
100
2(87)
2(87)
2(87)
2(87)
Subsidiary
100
2(87)
Annual Report 2019-20 Sl.
No.
Name of the
Company
Address of the
Company
CIN/GLN
32 Wipro Do BrasilSistemetas De
Informatica Ltd
33 Wipro Technologies SA
34 Wipro Technologies Peru SAC
35 Wipro do BrasilServicos de
Tecnologia S.A
36 Wipro Technologies Vz, C.A
Av.Maria Coelho Aguiar,215 – Bloco B– 6º. Andar
– Jd. São LuisSão Paulo – SP zip code: 05804-900,
Brazil
Carlos Pellegrini 581/589, 7th Floor, C1009ABK
Buenos Aires, Argentina
Av. La Floresta 497, fifth floor, district of San Borja,
province and department of Lima.
Dr .Yajiro Takaoka 4.348, 8th floor, Room 809,
Alphaville, CEP 06541-038, City of Santana do
Parniba, Sao Paulo, Brazil
Av. Blandin, Edif Corp Banca, Piso 1, Urb. La
Castellana, Municipio Chacao, Estado Miranda,
Caracas, Venezuela, zona postal 1060
37 Wipro Technologies W.T
Sociedad Anonima
Los Yoses, Avenida 10, calle 37 bis, Central Law
Building, San José, Costa Rica
38 Wipro Technologies Chile SPA
IsidoraGoyenechea 3000 of 1701, Las Condes
Santiago, Chile.
39 Wipro Poland SP Z.O.O
Al.Jerozolimskie 123a, 02-017 Warszawa, Poland
40 Wipro IT Services Poland SP
Al.Jerozolimskie 123a, 02-017 Warszawa, Poland
Z.O.O
41 Wipro Portugal SA
42 Wipro Technologies SRL
43 Wipro Technologies GmbH
Cellent GmbH
Cellent GmbH
Designit A/S
44
45
46
47
48
49
Designit Spain Digital S.L
50
Designit Colombia S A S
51
Designit Peru SAC
Rua Eng. Frederico Ulrich, 2650, 4470-605 Moreira,
parish of Moreira, municipality of Maia, Portugal
169A, Floreasca Business Park,
Calea Floreasca, Sector 1, 014459, Bucharest
Hamburger Allee 2-4 (West Gate),
60486 Frankfurt am Main, Germany
Ringtrabe, 70, 70736 Fellbach, Germany
Lassallestraße 7b,1020 Vienna, Austria
Bygmestervej 61, 2400 Copenhagen NV, Denmark
Calle Joaquin Maria Lopez, Num. 8 Bis, Planta Bj,
28015 Madrid
Carrera 48 20 114 Centro Empresarial Ciudad del
Rio, Torre 2, Oficina 0921, Medellín, Colombia
Av. Alberto del Campo 409, Oficina 503
Distrito Magdalena del Mar, Lima, Peru
Designit Denmark A/S
Bygmestervej 61, 2400 Copenhagen NV, Denmark
Designit Germany GmbH
Gabrielenstrasse 9, 80636 Munich
52
53
54
55
Designit Oslo A/S
Akkersbakken 12, 0172 Oslo, Norway
Designit Sweden AB
Gustavslundsvägen 143, 167 51, Bromma, Sweden
Designit T.L.V Limited
18 Raoul Wallenberg Street, Tel Aviv, Israel
Designit Tokyo Co., Limited
The Park Rex KoamichoBldg 8F, 11-8
KoamichoNihombashi Chuo-ku Tokyo 103-0016
56 Wipro IT Services SE (Formerly
known as Wipro Cyprus SE)
Kings Court, 185 Kings Road, Reading, Berkshire,
RG1 4EX, United Kingdom
101
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Holding/
Subsidiary/
Associate
% of
shares
held
Applicable
Section
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
Subsidiary
100
100
2(87)
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
100
100
100
100
100
100
2(87)
2(87)
2(87)
2(87)
2(87)
2(87)
Subsidiary
100
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)
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Sl.
No.
Name of the
Company
Address of the
Company
CIN/GLN
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
U72200KA2015PTC080266
Subsidiary
100
2(87)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Subsidiary
100
2(87)
Subsidiary
Subsidiary
100
100
2(87)
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
Subsidiary
100
100
2(87)
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
U74999KA2016PTC129059
Subsidiary
100
2(87)
57 Wipro Holdings Hungary
1143 Budapest, Stefániaút 101-103, Hungary
KorlátoltFelelősségűTársaság
58 Wipro Holdings Investment
1143 Budapest, Stefániaút 101-103, Hungary
KorlátoltFelelősségűTársaság
59 Wipro Outsourcing Services
(Ireland) Limited
60 Wipro Holdings (UK) Limited
61 Wipro Europe Limited
62 Wipro UK Limited
63 Wipro Financial Services UK
Limited
64 Wipro IT Services S.R.L
65 Wipro Technologies South
Africa (Proprietary) Limited
66 Wipro Technologies Nigeria
Limited
67 Wipro Corporate Technologies
Ghana Ltd
68 Wipro (Dalian) Limited
69 Wipro Overseas IT Services
Private Limited
Healthplan Services Insurance
Agency, LLC
Healthplan Services, Inc.
Appirio, Inc.
70
71
72
73
Cooper Software,LLC
74
Infocrossing, LLC
75 Wipro US Foundation
76
Appirio, K.K
77
78
Topcoder, LLC
Appirio Limited
79
Appirio Limited
80 Wipro IT Services Bangladesh
Limited
81 Wipro HR Services India Private
Limited
Dromore House, # 3rd 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
Bucharest, 4th District, 133 CaleaSerbanVoda,
Central Business Park, Building A, groundfloor,
Section A.P.32, Romania
The Forum, 10th Floor Office 162 Maude Street,
Sandton, 2198 Johannesburg, South Africa
7th Floor, Mulliner Towers, 39 Alfred Rewane Road,
(Kingsway Road), Ikoyi Lagos, Nigeria
No. 9 Carrot Avenue, East Legon – Accra,
Ghana
D7, Spring-Field Park, Ganjingzi District,
Dalian, China
Sarjapur Road, Doddakannelli,
Bengaluru - 560035,India
3501 E Frontage Rd, Tampa, FL 33607, USA
3501 E Frontage Rd, Tampa, FL 33607, USA
201 S. Capitol Ave., #1100 Indianapolis,
IN 46225, USA
85 2nd Street, 8th Floor San Francisco,
CA 94105, USA
425 National Ave STE 200, Mountain View,
CA 94043, USA
251, Little Falls Drive, Wilmington, country of New
Castle, Delware19908
METLIFE Aoyama Building 8F, 2-11-16, Minami
Aoyama, Minato-ku, Tokyo, Japan
251 Little Falls Drive, Wilmington - 19808-1674
First Floor Block D, Iveagh Court, Harcourt Road,
Dublin 2, Ireland
Longcraft House, 2-8 Victoria Avenue, London,
EC2M4NS, UK
Grand Delvista, Level 04, Plot 1A, Gulshan Avenue,
Gulshan, Dhaka-1212, Bangladesh
SJP-1, D Block, A Wing, Second Floor,
Doddakannelli, Sarjapur Road, Bengaluru-560035
102
Annual Report 2019-20 Sl.
No.
Name of the
Company
82 Wipro SA Broad Based
Ownership Scheme SPV (RF)
(PTY) LTD
Rational Interaction, Inc.(b)
Rational Consulting Australia
Pty Limited(b)
Rational Interaction Limited(b)
International TechneGroup
Incorporated(c)
International TechneGroup
Ltd.(c)
ITI Proficiency Ltd.(c)
International Technegroup
S.R.L(c)
83
84
85
86
87
88
89
90 MechWorks S.R.L(c)
91
Drivestream, Inc.
92
Denim Group Limited
93
Denim Group Management,
LLC
Address of the
Company
CIN/GLN
2 Maude Street, the Forum, 10th Floor Sandton,
2196 , Johannesburg, South Africa
1201 3rd Ave, Ste 900, Seattle WA, 98101,
United States
C/- A&A Tax Legal Consulting, Level 4 ,
34 Queen Street , Melbourne Vic 3000
6th Floor, SouthBankHouse,
BarrowStreet, Dublin- 4
GH&R Business Services, Inc., 312 Walnut St., Suite
1800, Cincinnati, OH 45202
4 Carisbrooke Court Anderson, Road Buckingway
Business Park, Swavesey Cambridge,
Cambridgeshire, CB24 4UQ
13 Hasadna St., Ra’anana Israel, 4365007
Torino (TO) Piazza, Solferino 20 CAP 10121
Mechworkss.r.l. Uninominale - Via Vallescura 8/2
40136 Bologna
45610 Woodland Road, Suite 150 Sterling, VA 20166,
USA
1354 North Loop 1604 E, Suite 110, San Antonio,
Texas 78232
1354 North Loop 1604 E, Suite 110, San Antonio,
Texas 78232
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
% of
shares
held
100
Applicable
Section
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
100
2(87)
Subsidiary
Subsidiary
100
100
2(87)
2(87)
Subsidiary
100
2(87)
Associate
47.3
Associate
33
2(6)
2(6)
Associate
33.33
2(6)
(a) Wipro Information Technology Egypt SAE has been put into liquidation with effect from September 30, 2016.
(b) Rational Interaction, Inc., Rational Consulting Australia Pty Ltd. and Rational Interaction Limited were acquired on February 21, 2020.
(c)
International TechneGroup Incorporated, International TechneGroup Ltd., ITI Proficiency Ltd., International Technegroup S.R.L. and
MechWorks S.R.L. were acquired on October 3, 2019.
Frontworx Informationstechnologie GmbH was merged with and into Cellent GmbH, Austria with effect from August 22, 2019. Therefore,
particulars of the entity are not included in the above list.
Appirio GmbH was liquidated with effect from January 22, 2020. Therefore, particulars of the entity are not included in the above list.
Digital Aps was merged with and into Designit A/s with effect from March 16, 2020. Therefore, particulars of Digital Aps are not included in
the above list.
Wipro Retail UK Limited was dissolved with effect from July 23, 2019. Therefore, particulars of the entity are not included in the above list.
103
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding
Category
Code
Category of
Shareholder
No. of shares held at the beginning of the year
(April 01, 2019)
No. of shares held at the end of the year
(March 31, 2020)
Demat
Physical
Total
% of Total
shares
Demat
Physical
Total
% of Total
shares
%
Change
during
the year
(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)
PROMOTER AND PROMOTER
GROUP
INDIAN
Individual /HUF
Central Government/State
Government(s)
Bodies Corporate (Promoter
in his capacity as Director of
Private Limited/Section 25
Companies)
Financial Institutions /
Banks
Any Other -Partnership firms
(Promoter in his capacity as
partner of Partnership firms)
Others - Trust
Sub-Total A(1)
FOREIGN
Individuals (NRIs/Foreign
Individuals)
Bodies Corporate
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
Foreign Institutional
Investors
Foreign Venture Capital
Investors
Qualified Foreign Investor
Others -Alternate
Investment Fund & Qualified
Institutional Buyer
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
Qualified Foreign Investor
254,451,816
-
22,309,537
-
-
-
-
-
254,451,816
4.22
241,913,816
-
-
-
22,309,537
0.37
21,175,812
-
-
-
-
-
-
-
241,913,816
-
4.23
-
0.01
-
21,175,812
0.37
0.00
-
-
-
3,381,286,878
- 3,381,286,878
56.04 3,209,456,718
- 3,209,456,718
56.17
797,948,834
4,455,997,065
-
797,948,834
- 4,455,997,065
13.22
757,398,687
73.85 4,229,945,033
-
757,398,687
- 4,229,945,033
-
-
-
-
-
-
-
-
-
-
-
-
4,455,997,065
94,005,955
29,674,597
-
-
267,932,933
538,940,494
-
-
528,918
-
-
-
-
-
-
-
-
-
-
- 4,455,997,065
-
-
-
-
-
-
-
-
-
-
73.85 4,229,945,033
-
-
-
-
-
-
-
-
-
-
- 4,229,945,033
-
-
-
-
-
-
-
-
-
94,005,955
29,674,597
-
-
267,932,933
538,940,494
-
-
1.56
0.49
-
-
4.44
8.94
-
-
80,903,316
40,300,081
-
-
278,750,138
482,637,533
-
-
528,918
0.01
22,358,046
80,903,316
40,300,081
-
-
278,750,138
482,637,533
-
-
-
-
-
-
-
-
-
-
-
-
22,358,046
0.39
904,949,114
15.84
931,082,897
-
931,082,897
15.44
904,949,114
126,246,943
661,552
-
110,455
-
-
126,357,398
661,552
-
2.09
0.01
-
48,739,941
54,233
-
85,513
-
-
48,825,454
54,233
-
0.85
0.00
-
99,179,142
1,127,021
100,306,163
1.66
121,926,209
853,654
122,779,863
2.15
0.49
195,849,721
11,021,921
206,871,642
3.43
189,302,519 7,824,590
197,127,109
3.45
0.02
-
-
-
-
-
-
-
-
-
104
13.26
74.04
-
-
-
-
-
-
74.04
1.42
0.71
-
-
4.88
8.45
-
-
0.13
0.04
0.19
-
-
-
-
-
-
0.19
(0.14)
0.22
-
-
0.44
(0.49)
-
-
0.38
0.40
(1.24)
(0.01)
-
Annual Report 2019-20
Category
Code
Category of
Shareholder
No. of shares held at the beginning of the year
(April 01, 2019)
No. of shares held at the end of the year
(March 31, 2020)
Demat
Physical
Total
% of Total
shares
Demat
Physical
Total
% of Total
shares
(d)
(C)
(1)
(2)
-
9,771,422
27,353,853
27,353,853
272
-
-
32,137,150
1,706,952
88,748
32,136,878
1,706,952
88,748
Others
NON-RESIDENT INDIANS
IEPF
Foreign Bodies - DR
TRUSTS
(a) Wipro Equity Reward
Trust *
(b) Other Trusts
Non-Executive Directors
and Executive Directors &
Relatives
4,303,891
CLEARING MEMBERS
56,924
FOREIGN NATIONAL
497,361,004
Sub-Total B(2) :
1,428,443,901
Total B=B(1)+B(2) :
Total (A+B) :
5,884,440,966
Shares held by custodians, against which Depository Receipts have been issued
Promoter and Promoter
Group
Public
GRAND TOTAL (A+B+C):
4,303,891
-
56,924
-
509,620,673
12,259,669
12,259,669 1,440,703,570
12,259,669 5,896,700,635
137,234,753
12,259,669 6,033,935,388
137,234,753
6,021,675,719
9,771,422
4,978
4,978
-
-
-
-
-
-
0.54
0.03
0.00
0.45
0.16
0.00
31,236,530
1,742,712
84,239
22,746,081
12,108,585
-
272
-
-
31,236,802
1,742,712
84,239
-
-
-
22,746,081
12,108,585
-
1,970,363
56,924
-
-
429,968,336 8,764,029
1,970,363
0.07
56,924
0.00
438,732,365
8.44
23.88 1,334,917,450 8,764,029 1,343,681,479
97.73 5,564,862,483 8,764,029 5,573,626,512
-
-
-
-
2.27
139,730,878
100.00 5,704,593,361 8,764,029 5,713,357,390
139,730,878
-
0.55
0.03
0.00
0.40
0.21
-
0.03
0.00
7.68
23.52
97.55
-
2.45
100.00
%
Change
during
the year
0.01
0.00
0.00
(0.05)
0.05
-
(0.04)
0.00
(0.76)
(0.36)
(0.18)
-
0.18
* Shares held by Wipro Equity Reward Trust are classified as non-promoter non-public shareholding as per the provisions of
SEBI (Share Based Employee Benefits) Regulations, 2014.
Percentage of shareholding in the above table have been subject to rounding-off adjustments.
ii. Shareholding of Promoter and Promoter Group
Shareholder’s Name
Shareholding at the beginning of the year
(April 1, 2019)
No. of Shares % of total Shares
of the Company
% of Shares
Pledged/
encumbered to
total shares
No. of Shares
Shareholding at the end of the year
(March 31, 2020)
% of total
Shares of the
Company
Azim H. Premji
Yasmeen A Premji
Rishad A. Premji
Tariq A Premji
Mr. Azim H. Premji Partner representing
Prazim Traders
Mr. Azim H. Premji Partner representing
Zash Traders
Mr. Azim H. Premji Partner representing
Hasham Traders
Azim Premji Philanthropic Initiatives
Private Limited (1)
Hasham Investment and Trading Co
Private Limited
Azim Premji Trust (2)
TOTAL
249,080,265
2,833,776
1,831,109
706,666
1,187,751,441
1,204,319,438
989,215,999
20,808,209
1,501,328
797,948,834
4,455,997,065
4.13
0.05
0.03
0.01
19.68
19.96
16.39
0.34
0.02
13.22
73.85
-
-
-
-
-
-
-
-
-
-
-
236,815,234
2,689,770
1,738,057
670,755
1,127,392,315
1,143,118,360
938,946,043
4.14
0.05
0.03
0.01
19.73
20.01
16.43
19,750,778
0.35
1,425,034
0.02
757,398,687
4,229,945,033
13.26
74.04
Note:
(1) Mr. Azim H. Premji disclaims the beneficial ownership of shares held by Azim Premji Philanthropic Initiatives Private Limited.
(2) Mr. Azim H. Premji disclaims the beneficial ownership of shares held by Azim Premji Trust.
(3) Percentage change in shareholding of promoters and promoter group at the end of the year is as a result of respective participation in
the buyback, overall 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.
Percentage of shareholding in the above table have been subject to rounding-off adjustments.
105
% change in
shareholding
during the
year (3)
0.01
0.00
0.00
0.00
0.05
0.05
0.04
0.01
0.00
0.04
0.19
% of Shares
Pledged/
encumbered
to total
shares
-
-
-
-
-
-
-
-
-
-
-
Sr.
No.
1
2
3
4
5
6
7
8
9
10
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
iii. Change in Promoters’ Shareholding (please specify, if there is no change)
Sl.
No.
Shareholder’s Name
At the beginning of the year
(April 1, 2019)
Date wise Increase /
Decrease in Promoters
Shareholding during the
year specifying the reasons
for increase/ decrease
(e.g. allotment / transfer /
bonus/ sweat equity etc):
Azim H. Premji
Yasmeen A Premji
Rishad A. Premji
Tariq A Premji
Mr. Azim H. Premji Partner
representing Hasham
Traders
Mr Azim Hasham Premji
Partner Representing
Prazim Traders
Mr Azim Hasham Premji
Partner Representing Zash
Traders
Hasham Investment and
Trading Co Private Limited
Azim Premji Trust (1)
1
2
3
4
5
6
7
8
9
10
Azim Premji Philanthropic
Initiatives Private Limited(2)
At the End of the year
(March 31, 2020)
Shareholding at the beginning
of the year (April 1, 2019)
% of total
shares of the
company
No. of shares
4,455,997,065
73.85
Increase/Decrease in
Shareholding
Cumulative Shareholding during the
year
Date
Reason
No. of Shares
% total
shares of the
Company
No. of Shares
% total shares
of the
Company(3)
249,080,265
2,833,776
18,31,109
7,06,666
4.13
0.05
0.03
0.01
09-09-19
Buyback
(12,265,031 )
(0.21)
236,815,234
4.14
09-09-19
Buyback
(144,006)
(0.00)
2,689,770
0.05
09-09-19
Buyback
(93,052 )
(0.00)
1,738,057
0.03
09-09-19
Buyback
(35,911)
(0.00)
670,755
0.01
989,215,999
16.39
09-09-19
Buyback
(50,269,956)
(0.88)
938,946,043
16.43
1,187,751,441
19.68
09-09-19
Buyback
(60,359,126)
(1.06)
1,127,392,315
19.73
1,204,319,438
19.96
09-09-19
Buyback
(61,201,078 )
(1.07)
1,143,118,360
20.01
1,501,328
0.02
09-09-19
Buyback
(76,294)
(0.00)
1,425,034
0.02
797,948,834
20,808,209
13.32
09-09-19
Buyback
(40,550,147)
(0.71)
757,398,687
13.26
0.34
09-09-19
Buyback
(1,057,431)
(0.02)
19,750,778
0.35
4,229,945,033
74.04
(1) Mr. Azim H. Premji disclaims the beneficial ownership of shares held by Azim Premji Trust.
(2) Mr. Azim H. Premji disclaims the beneficial ownership of shares held by Azim Premji Philanthropic Initiatives Private Limited.
(3)
Percentage change in shareholding of promoters and promoter group at the end of the year is as a result of respective participation in
the buyback, overall 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):
Sl.
No.
For Each of the Top 10 Shareholders
Shareholding at the beginning of the year
1
At the beginning of the year
Date wise Increase/Decrease in Shareholding during the year
specifying the reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc):
At the End of the year ( or on the date of separation, if separated
during the year)
2
3
No. of shares
% of total shares of
the Company
Refer Annexure A
Cumulative Shareholding
during the year (2019-20)
% of total shares
No. of
of the Company
shares
106
Annual Report 2019-20
v. Shareholding of Directors and Key Managerial Personnel:
Sl.
No
1
2
3
For Each of the Directors and KMP
At the beginning of the year
Date wise Increase/Decrease in Shareholding during the year
specifying the
reasons for increase/ decrease (e.g. allotment/transfer/ bonus/
sweat equity etc):
At the end of the year (March 31, 2020)
V.
INDEBTEDNESS
Shareholding at the beginning of the year
April 1, 2019)
Cumulative Shareholding
during the year (2019-20)
No. of shares
% of total shares of
the Company
No. of
shares
% of total
shares of the
Company
Refer Annexure B
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
l Addition
l Reduction
Reclassification to Lease Liabilities on adoption of Ind AS 116
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)
Secured Loans
excluding deposits
Unsecured Loans
Deposits
(` in Million)
Total
Indebtedness
596
50,683
-
51,279
-
-
-
35
596
50,718
-
102,509
-
106,836
(596)
-
-
4,103
(596)
(224)
-
50,459
-
-
-
23
-
50,482
-
-
-
-
-
-
-
-
-
-
-
-
-
35
51,314
102,509
106,836
(596)
4,103
(820)
50,459
-
23
50,482
107
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole Time Directors and/or Manager
(` in Crores)
Particulars of Remuneration
Sl.
No.
1
Gross salary
(a) Salary as per provisions contained in section 17(1) of the
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3)
Income-Tax Act, 1961
2
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)
Rishad A. Premji(1)(4)
Azim H. Premji (4)(5)
Name of MD/WTD/Manager
Abidali Z
Neemuchwala(2)(3)
1.31
0.98
-
-
-
-
-
-
2.50
0.35
5.15
7.64
-
-
15.45
-
-
-
9.15
-
0.03
32.28
0.10
0.72
-
-
-
-
-
-
0.04
0.16
1.02
Ceiling as per the Companies Act, 2013
` 1,117 (being 10% of Net Profits of the Company as calculated
under Section 198 of the Companies Act, 2013)
(1) Mr. Rishad A. Premji’s compensation also included cash bonus (part of his allowances) on an accrual basis, which is payable over a period
(2)
(3)
(4)
(5)
of time.
Figures mentioned in ` are equivalent of amounts paid in US $.
The Company announced on January 31, 2020 that Mr. Abidali Z. Neemuchwala has resigned from the position of Chief Executive
Officer and Managing Director due to family commitments and will, however, continue to hold the office of Chief Executive Officer and
Managing Director until a successor is appointed. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of
Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020.
Compensation for Mr. Abidali Z. Neemuchwala for the year ended March 31, 2020 includes cost of accelerated vesting of unvested options
and variable pay.
In view of the current situation caused by COVID-19, uncertainty in business is likely to last for the next few months. To show solidarity with
the team in facing the challenge:
• Mr. Azim H. Premji, Founder Chairman, has foregone the profit linked commission payable to him for the relevant period for financial
year 2019-20.
• Mr. Rishad A. Premji, Chairman, has foregone the variable pay and profit linked commission payable to him for the relevant period for
financial year 2019-20.
Accordingly, the Board did not determine profit linked commission due to Mr. Azim H. Premji for FY 2019-20, variable pay and profit
linked commission due to Mr. Rishad A. Premji for financial year 2019-20 and the remuneration disclosed in the table above does not
include the same.
The executive compensation disclosed for Mr. Azim H. Premji is for the period April 1, 2019 to July 30, 2019. The details of commission
and sitting fees paid to Mr. Azim H. Premji for the period from July 31, 2019 to March 31, 2020 in his capacity as Non-Executive,
Non-Independent Director are provided at Annexure C.
Figures in the above table are subject to rounding-off adjustment.
108
Annual Report 2019-20
B. Remuneration to Other Directors 2019-20:
(` in Crores)
Sl.
no.
1
2
Particulars of Remuneration
Independent Directors
• Fee for attending board committee meetings
• Commission
• Others, please specify
Total (1)
Other Non-Executive Directors
• Fee for attending board committee meetings
• Commission
• Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Companies Act, 2013
Name of Directors
Refer Annexure C
` 111 (being 1% of Net Profits of the Company as calculated as
under Section 198 of the Companies Act,2013).
C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD
(` in Crores)
Sl.
No
1
2
3
4
5
Particulars of Remuneration
Key Managerial Personnel
Chief Financial Officer*
Company Secretary**
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
Stock Option
Sweat Equity
Commission
- as % of profit
- others
Retirals
Total
2.45
0.21
-
1.53
-
-
-
0.25
4.45
1.21
0.01
-
0.19
-
-
-
0.07
1.48
* Computation of remuneration to the Chief Financial Officer is on an accrual basis and includes the amortization of Restricted Stock Units
(RSUs), granted to him, which will vest over a period of time. This also includes RSUs that will vest based on performance parameters of the
Company.
** Computation of remuneration of Company Secretary includes perquisites value of RSUs exercised during the financial year and does not
include grant of such options.
Figures in the above table have been rounded-off to two decimals.
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
There were no penalties, punishment or compounding of offences during the year ended March 31, 2020.
Type
Section of the companies Act
Brief
description
Details of Penalty/
Punishment/
Compounding fees
imposed
Authority [RD/
NCLT/Court]
Appeal
made. If
any (give
details)
A. Company
Penalty
Punishment
Compounding
B. Directors
Penalty
Punishment
Compounding
C. Other Officers in Default
Penalty
Punishment
Compounding
NIL
NIL
NIL
109
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
Annexure A
SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2019 AND MARCH 31, 2020 (OTHER THAN DIRECTORS, PROMOTERS AND
HOLDERS OF GDR AND ADRS)
Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Share Holder
Shareholding at the beginning of
the Year
Cumulative Shareholding during
the Year
No of Shares
% of total
shares of the
company
No of Shares
% of total shares of
the Company
1
2
3
4
5
6
7
01/04/2019
12/04/2019
26/04/2019
26/04/2019
02/08/2019
02/08/2019
13/09/2019
31/03/2020
01/04/2019
05/04/2019
31/03/2020
01/04/2019
13/09/2019
13/03/2020
20/03/2020
31/03/2020
01/04/2019
05/04/2019
12/04/2019
19/04/2019
26/04/2019
03/05/2019
10/05/2019
17/05/2019
07/06/2019
14/06/2019
21/06/2019
13/09/2019
18/10/2019
25/10/2019
06/12/2019
10/01/2020
17/01/2020
07/02/2020
28/02/2020
06/03/2020
27/03/2020
31/03/2020
01/04/2019
01/04/2019
to 31/03/2020
31/03/2020
01/04/2019
13/09/2019
31/03/2020
01/04/2019
26/04/2019
13/09/2019
31/03/2020
Opening Balance
Purchase
Purchase
Sale
Purchase
Sale
Sale
Closing Balance
Opening Balance
Sale
Closing Balance
Opening Balance
Sale
Purchase
Purchase
Closing Balance
Opening Balance
Purchase
Purchase
Purchase
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Closing Balance
Opening Balance
Transfer of shares pur-
suant to exercise of
vested stock options
Closing Balance
Opening Balance
Sale
Closing Balance
Opening Balance
Purchase
Sale
Closing Balance
LIFE INSURANCE
CORPORATION OF INDIA
265,166,536
38,610,038
13,511,002
13,464,744
309,605
5,880,679
551,560
CUSTODIAN OF ENEMY
PROPERTY FOR INDIA
45,924,848
45,924,848
ALCO COMPANY PRIVATE LIMITED
GOVERNMENT PENSION FUND
GLOBAL
WIPRO EQUITY REWARD TRUST
41,866,666
1,943,760
13,333
261
28,604,032
1,094,889
584,789
130,820
292,626
549,467
1,218,932
1,181,385
24,333
117,537
101,465
1,442,300
835,000
836,553
1,099,237
242,504
328,088
1,030,073
314,363
677,283
1,215,881
27,353,853
4,607,772
ICICI PRUDENTIAL VALUE
DISCOVERY FUND
22,849,304
1,161,155
LIFE INSURANCE CORPORATION OF
INDIA P & GS FUND
20,814,988
13,501,002
1,591,838
110
4.39
0.64
0.22
0.22
0.01
0.10
0.01
0.76
0.76
0.69
0.03
0.00
0.00
0.47
0.02
0.01
0.00
0.00
0.01
0.02
0.02
0.00
0.00
0.00
0.03
0.01
0.01
0.02
0.00
0.01
0.02
0.01
0.01
0.02
-
0.45
0.05
0.38
0.00
0.34
0.22
0.00
265,166,536
303,776,574
290,265,572
276,800,828
276,491,223
270,610,544
270,058,984
270,058,984
45,924,848
-
-
41,866,666
39,922,906
39,936,239
39,936,500
39,936,500
28,604,032
29,698,921
30,283,710
30,414,530
30,121,904
29,572,437
28,353,505
29,534,890
29,559,223
29,676,760
29,778,225
28,335,925
29,170,925
30,007,478
31,106,715
31,349,219
31,677,307
32,707,380
33,021,743
33,699,026
34,914,907
34,914,907
27,353,853
22,746,081
22,746,081
22,849,304
21,688,149
21,688,149
20,814,988
34,315,990
32,724,152
32,724,152
4.39
5.03
4.81
4.59
4.58
4.48
4.73
4.73
0.76
-
-
0.69
0.70
0.70
0.70
0.70
0.47
0.49
0.50
0.50
0.50
0.49
0.47
0.49
0.49
0.49
0.49
0.50
0.51
0.53
0.54
0.55
0.55
0.57
0.58
0.59
0.61
0.61
0.45
0.40
0.40
0.38
0.38
0.38
0.34
0.57
0.57
0.57
Annual Report 2019-20
Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Share Holder
Shareholding at the beginning of
the Year
Cumulative Shareholding during
the Year
No of Shares
% of total
shares of the
company
No of Shares
% of total shares of
the Company
SBI-ETF NIFTY 50
8
01/04/2019
05/04/2019
12/04/2019
19/04/2019
26/04/2019
03/05/2019
10/05/2019
17/05/2019
24/05/2019
31/05/2019
07/06/2019
14/06/2019
21/06/2019
28/06/2019
05/07/2019
12/07/2019
19/07/2019
26/07/2019
02/08/2019
09/08/2019
16/08/2019
23/08/2019
30/08/2019
06/09/2019
13/09/2019
20/09/2019
27/09/2019
30/09/2019
04/10/2019
11/10/2019
18/10/2019
25/10/2019
01/11/2019
08/11/2019
15/11/2019
22/11/2019
29/11/2019
06/12/2019
13/12/2019
20/12/2019
27/12/2019
31/12/2019
03/01/2020
10/01/2020
17/01/2020
24/01/2020
31/01/2020
07/02/2020
14/02/2020
21/02/2020
28/02/2020
06/03/2020
13/03/2020
20/03/2020
27/03/2020
31/03/2020
31/03/2020
Opening Balance
Purchase
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Sale
Sale
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Closing Balance
16,566,685
127,127
1,192,753
700,374
189,457
1,936,324
126,225
222,156
73,491
182,493
253,482
74,239
336,394
155,134
672,177
305,326
231,986
105,860
348,512
189,696
105,984
1,123,536
1,261,557
834,465
52,224
71,040
1,117,068
22,080
2,272,723
28,627
135,000
62,820
143,331
124,387
113,220
89,100
73,980
72,000
77,940
60,480
692,658
38,079
48,240
43,380
36,540
53,280
117,755
764,260
47,520
35,820
351,540
584,917
219,536
6,058
600,577
331,932
-
0.27
0.00
0.02
0.01
0.00
0.03
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.00
0.01
0.01
0.00
0.00
0.01
0.00
0.00
0.02
0.02
0.01
0.00
0.00
0.02
0.00
0.04
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.00
0.00
0.01
0.01
0.00
0.00
0.01
0.01
-
16,566,685
16,693,812
15,501,059
14,800,685
14,611,228
16,547,552
16,673,777
16,895,933
16,969,424
16,786,931
17,040,413
17,114,652
17,451,046
17,606,180
18,278,357
18,583,683
18,815,669
18,921,529
18,573,017
18,762,713
18,868,697
17,745,161
16,483,604
17,318,069
17,370,293
17,441,333
16,324,265
16,346,345
18,619,068
18,647,695
18,782,695
18,845,515
18,988,846
19,113,233
19,226,453
19,315,553
19,389,533
19,461,533
19,539,473
19,599,953
18,907,295
18,945,374
18,993,614
19,036,994
19,073,534
19,126,814
19,009,059
19,773,319
19,820,839
19,856,659
20,208,199
20,793,116
21,012,652
21,006,594
21,607,171
21,939,103
21,939,103
111
0.27
0.28
0.26
0.25
0.24
0.27
0.28
0.28
0.28
0.28
0.28
0.28
0.29
0.29
0.30
0.31
0.31
0.31
0.31
0.31
0.31
0.29
0.27
0.29
0.30
0.31
0.29
0.29
0.33
0.33
0.33
0.33
0.33
0.33
0.34
0.34
0.34
0.34
0.34
0.34
0.33
0.33
0.33
0.33
0.33
0.33
0.33
0.35
0.35
0.35
0.35
0.36
0.37
0.37
0.38
0.38
0.38
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Sl.
No.
Date of
Transaction
Nature of
Transaction
Name of the Share Holder
Shareholding at the beginning of
the Year
Cumulative Shareholding during
the Year
No of Shares
% of total
shares of the
company
No of Shares
% of total shares of
the Company
9
10
01/04/2019
05/04/2019
12/04/2019
03/05/2019
10/05/2019
17/05/2019
24/05/2019
31/05/2019
07/06/2019
14/06/2019
21/06/2019
05/07/2019
12/07/2019
19/07/2019
26/07/2019
02/08/2019
09/08/2019
16/08/2019
23/08/2019
06/09/2019
13/09/2019
20/09/2019
30/09/2019
04/10/2019
11/10/2019
18/10/2019
25/10/2019
01/11/2019
08/11/2019
15/11/2019
22/11/2019
29/11/2019
06/12/2019
13/12/2019
20/12/2019
31/12/2019
10/01/2020
17/01/2020
24/01/2020
31/01/2020
07/02/2020
14/02/2020
21/02/2020
28/02/2020
06/03/2020
13/03/2020
20/03/2020
27/03/2020
31/03/2020
31/03/2020
01/04/2019
12/04/2019
10/05/2019
17/05/2019
24/05/2019
31/05/2019
07/06/2019
21/06/2019
29/06/2019
31/03/2020
Opening Balance
Purchase
Sale
Sale
Sale
Sale
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Sale
Sale
Sale
Purchase
Purchase
Purchase
Sale
Sale
Purchase
Purchase
Sale
Sale
Sale
Sale
Purchase
Sale
Purchase
Sale
Sale
Sale
Sale
Purchase
Sale
Sale
Purchase
Sale
Sale
Purchase
Sale
Closing Balance
Opening Balance
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Closing Balance
GOVERNMENT OF SINGAPORE
ISHARES EMERGING MARKETS
MINIMUM VOLATILITY
MAURITIUS
112
16,081,827
264,755
3,615
329,963
651,362
21,043
62,670
2,712,027
1,664,166
32,129
393,961
62,498
263,138
236,417
61,592
77,863
154,901
53,915
95,436
241,849
884,408
70,540
10,543
151,556
35,672
35,381
126,742
33,436
29,250
39,545
4,470
833,908
703,818
5,211
112,382
214,311
40,024
109,122
85,954
20,809
530,272
37,473
9,553
11,682
560,096
24,125
58,856
33,147
97,414
16,030,680
180690
148584
83835
1496491
5451573
472805
22776
8535306
0.27
0.00
0.00
0.01
0.01
0.00
0.00
0.04
0.03
0.00
0.01
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.02
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.01
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.00
0.00
0.00
0.01
0.00
0.00
0.00
0.00
0.00
0.27
0.00
0.00
0.00
0.02
0.09
0.01
0.00
0.14
16,081,827
16,346,582
16,342,967
16,013,004
15,361,642
15,340,599
15,403,269
12,691,242
14,355,408
14,387,537
14,781,498
14,843,996
14,580,858
14,344,441
14,282,849
14,204,986
14,050,085
13,996,170
13,900,734
14,142,583
13,258,175
13,187,635
13,177,092
13,328,648
13,364,320
13,399,701
13,272,959
13,239,523
13,268,773
13,308,318
13,303,848
12,469,940
11,766,122
11,760,911
11,873,293
11,658,982
11,699,006
11,589,884
11,503,930
11,483,121
10,952,849
10,990,322
10,980,769
10,969,087
11,529,183
11,505,058
11,446,202
11,479,349
11,381,935
11,381,935
16,030,680
16,211,370
16,062,786
15,978,951
14,482,460
9,030,887
8,558,082
8,535,306
-
-
0.27
0.27
0.27
0.27
0.25
0.25
0.26
0.21
0.24
0.24
0.24
0.25
0.24
0.24
0.24
0.24
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.23
0.22
0.21
0.21
0.21
0.20
0.20
0.20
0.20
0.20
0.19
0.19
0.19
0.19
0.20
0.20
0.20
0.20
0.20
0.20
0.27
0.27
0.27
0.26
0.24
0.15
0.14
0.14
-
-
Annual Report 2019-20
Annexure B
Shareholding of Directors and Key Managerial Personnel
Name
Nature of Transaction
Rishad A. Premji#
Chairman
Azim H. Premji@
Non-Executive, Non-Independent Director
Ashok S. Ganguly$
Independent Director
N. Vaghul$
Independent Director
William A. Owens
Independent Director
Opening Balance - 01/04/2019
Buyback- 09/09/2019
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Buyback- 09/09/2019
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Purchase/Sale
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Purchase/Sale
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Purchase/Sale
Closing Balance - 31/03/2020
Abidali Z. Neemuchwala&
Chief Executive Officer and Managing Director
Opening Balance - 01/04/2019
Purchase - 19/04/2019 (Exercise of RSU)
Purchase - 13/09/2019 (Exercise of RSU)
Sale - 13/09/2019
(RSUs through cashless mode)
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Purchase/Sale
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Purchase/Sale
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Purchase/Sale
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Purchase/Sale
Closing Balance - 31/03/2020
M. K. Sharma
Independent Director
Ireena Vittal
Independent Director
Patrick J Ennis
Independent Director
Patrick A. Dupuis
Independent Director
Arundhati Bhattacharya
Independent Director
Jatin Pravinchandra Dalal ^
Chief Financial Officer
M Sanaulla Khan
Company Secretary
Shareholding at the begin-
ning of the year April 01, 2019
Cumulative Shareholding of
the year (2019-20)
No. of Shares
1,831,109
(93,052)
-
254,451,816
(12,538,000)
-
4,978
-
-
-
-
-
-
426,666
320,000
160,000
(66,978)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
% of total
shares of the
company (1)
0.03
-
-
4.22
-
-
0.00
-
-
-
-
-
-
0.01
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No. of Shares
-
1,738,057
1,738,057
-
241,913,816
241,913,816
-
-
-
-
-
-
-
-
746,666
906,666
839,688
839,688
-
-
-
-
-
-
-
-
-
-
-
-
-
-
% of total
shares of the
company (2)
-
0.03
0.03
-
4.23
4.23
-
-
-
-
-
-
-
-
0.01
0.02
0.01
0.01
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.00
0.00
0.00
0.00
-
0.00
0.00
0.00
Opening Balance - 01/04/2019
Purchase - 03/05/2019 (Exercise of RSU)
Sale - 22/07/2019
Buyback- 09/09/2019
Closing Balance - 31/03/2020
Opening Balance - 01/04/2019
Sale - 10/05/2019
Purchase - 12/09/2019 (Exercise of RSU)
Closing Balance - 31/03/2020
23,850
80,000
(50,000)
(5,029)
-
16,000
(15,400)
7,360
-
0.00
-
-
-
0.00
-
-
-
-
103,850
53,850
48,821
48,821
-
600
7,960
7,960
Includes shares held jointly by Mr. Azim H. Premji and members of his immediate family.
# Shares are held jointly with a member of his immediate family.
@
$ Retired as Independent Director from the Board of the Company with effect from July 31, 2019
& Represents ADSs having equivalent underlying equity shares.
^
Includes shares held jointly by Mr. Jatin Pravinchandra Dalal and a member of his immediate family.
Percentage change in shareholding at the end of the year is as a result of respective participation in the buyback, overall 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.
113
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
Annexure C
Remuneration to other Directors 2019-20:
(` in Crores)
Non-
Executive
Non-
Independent
Director
Mr. Azim H.
Premji
Particulars of
Remuneration
for
Fee
attending
board and committee
meetings
Commission
Others, please specify
TOTAL
Independent Directors
Mr. William
A. Owens*
Mr. M. K.
Sharma
Mrs. Ireena
Vittal
Dr. Patrick J.
Ennis*
Mr. Patrick A.
Dupuis* @
Mrs. Arundhati
Bhattacharya
Mr. N.
Vaghul#
Dr. Ashok
Ganguly#
0.04
2.66
-
2.70
0.05
1.03
-
1.08
0.05
0.96
-
1.01
0.04
1.95
-
1.99
0.04
1.46
-
1.50
0.05
0.84
-
0.89
0.02
0.36
-
0.38
0.02
0.28
-
0.30
0.03
0.48
-
0.51
*
@
Figures mentioned are ` equivalent of amount paid in US$.
In support of Wipro’s humanitarian efforts to combat COVID-19, Mr. Patrick Dupuis, Independent Director, has foregone the commission
payable to him for quarter ended March 31, 2020 and Wipro will contribute Mr. Dupuis’ commission to Wipro Cares for its various COVID-19
related activities as part of its Corporate Social Responsibility program.
# Retired as Independent Director from the Board of the Company with effect from July 31, 2019.
Figures in the above table have been rounded-off to two decimals.
114
Annual Report 2019-20
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:
Be passionate about
clients’ success
Treat each person
with respect
Be global and
responsible
Unyielding integrity
in everything we do
Corporate governance at Wipro is implemented through
robust board governance processes, internal control
systems and processes, and strong audit mechanisms.
These are articulated through the Company’s Code of
Business Conduct, Corporate Governance Guidelines
and charters of various sub-committees of the Board
and the Company’s Disclosure Policy. Wipro’s corporate
governance practices can be described through the
following four layers:
a) Governance by Shareholders
b) Governance by Board of Directors
c) Governance by Sub-committees of Board, and
d) Governance through management process
In this report, we have provided details on how the
corporate governance principles are put in to practice
within Wipro.
II. Shareholders
The Companies Act, 2013, Securities and Exchange
India (Listing Obligations and Disclosure
Board of
Requirements) Regulations, 2015 (“Listing Regulations”)
and New York Stock Exchange (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 matters and adequate notice with a
detailed explanation is sent to the shareholders well in
advance to obtain necessary approvals.
III. Board of Directors
1. Composition of Board
As at March 31, 2020, our Board had two Executive
Directors, six non-executive
Independent Directors
and one non-executive non-independent Director. The
Executive Chairman and Whole time Director, and the
non-executive non-independent Director are Promoter
Directors. The Chief Executive Officer (CEO) and Managing
Director is a professional CEO who is responsible for
the day to day operations of the Company. Of the seven
Non-Executive Directors, six are Independent Directors,
free from any business or other relationship that could
materially influence their judgment. In the opinion of the
Board, all the Independent Directors are independent of
the management and satisfy the criteria of independence
as defined under the Companies Act, 2013, the Listing
Regulations and the NYSE Listed Company manual.
The Board is well diversified and consists of two women
Independent Directors and three Directors who are
foreign nationals. The profiles of our Directors are
available on our website at https://www.wipro.com/
leadership.
115
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 2. Board Meetings
4. Appointment of Directors
the Board meeting dates
in
We decide about
consultation with the 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. In line with Para
4 of Schedule B of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015,
it is the endeavor of the Company that the gap between
the clearance of accounts by audit committee and board
meeting is as narrow as possible, and Wipro is committed
to adhere to this requirement.
3.
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
for their approval. In addition, various matters such as
appointment of Directors and Key Managerial Personnel,
corporate actions, review of internal and statutory audits,
details of investor grievances, acquisitions, important
positive/negative
managerial
developments and statutory matters are presented to
the respective Committees of the Board and later with
the recommendation of Committees to the Board of
Directors for their approval.
decisions, material
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.
Documents containing Unpublished Price Sensitive
Information are submitted to the Board and Committee
Members, at a shorter notice, as per the general consent
taken from the Board, from time to time.
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.
The Board has adopted the provisions with respect
to appointment and tenure of Independent Directors
consistent with the Companies Act, 2013 and the Listing
Regulations.
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.
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/
investors/corporate-governance/.
Details of Directors proposed
for appointment/
re-appointment at the 74th Annual General Meeting
(AGM) is provided at page no. 73 as part of the Board’s
Report and in the notice convening the 74th AGM.
Lead Independent Director
The Board has designated Mr. M. K. Sharma 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/investors/
corporate-governance/.
5. Policy for Selection and Appointment of Directors and
their Remuneration
The Board Governance, Nomination and Compensation
Committee has adopted a policy which, inter alia, deals
with the manner of selection of Directors and payment of
their remuneration as described herein below.
Criteria of Selection of Independent Directors and Key
Skills, Expertise, and Core Competencies of the Board
The Board of the Company comprises of eminent
personalities and leaders in their respective fields.
These Directors are nominated based on well-defined
selection criteria. The Board Governance, Nomination
and Compensation Committee considers, inter alia,
key qualifications, skills, expertise and competencies,
whilst recommending to the Board the candidature for
appointment as Independent Director.
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.
116
Annual Report 2019-20
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.
As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent
Directors have completed the registration with the Independent Directors Databank.
In the opinion of the Board and the Board Governance, Nomination and Compensation Committee, the following is a list of core
skills/expertise/competencies required in the context of the Company’s business and which are available with the Board:
Wide management and
leadership experience
Strong management and leadership experience, including in areas of business development, strategic
planning and mergers and acquisitions, ideally with major public companies with successful multinational
operations in technology, manufacturing, banking, investments and finance, international business,
scientific research and development, senior level government experience and academic administration.
Information Technology Expertise or experience in information technology business, technology consulting and operations,
emerging areas of technology such as digital, cloud and cyber security, intellectual property in information
technology domain, and knowledge of technology trends.
Diversity
Diversity of thought, experience, knowledge, perspective, gender and culture brought to the Board
by individual members. Varied mix of strategic perspectives, geographical focus with knowledge and
understanding of key geographies.
Functional and
managerial experience
Knowledge and skills in accounting and finance, business judgment, general management practices and
processes, crisis response and management, industry knowledge, macro-economic perspectives, human
resources, labour laws, international markets, sales and marketing, and risk management.
Personal values
Personal characteristics matching the Company’s values, such as integrity, accountability, and high
performance standards.
Corporate governance
Experience in developing and implementing good corporate governance practices, maintaining board and
management accountability, managing stakeholders’ interests and Company’s responsibilities towards
customers, employees, suppliers, regulatory bodies and the communities in which it operates. Experience
in boards and committees of other large companies.
Given below is a list of core skills, expertise and competencies of the individual Directors:
Name of Director
Mr. Rishad A. Premji
Mr. Abidali Z. Neemuchwala
Mr. Azim H. Premji
Mr. William Arthur Owens
Mr. M. K. Sharma
Mrs. Ireena Vittal
Dr. Patrick J. Ennis
Mr. Patrick Dupuis
Mrs. Arundhati
Bhattacharya
Mr. N. Vaghul**
Dr. Ashok S. Ganguly**
Wide
Management
and
Leadership
Experience*
Skills/Expertise/Competencies
Information
Technology
Diversity
Functional
and
Managerial
Experience*
Personal
Values
Corporate
Governance
-
-
-
* These skills/competencies are broad-based, encompassing several areas of expertise/experience. Each Director may possess varied
combinations of skills/experience within the described set of parameters, and it is not necessary that all Directors possess all skills/
experience listed therein.
** Mr. N. Vaghul and Dr. Ashok S. Ganguly retired as Independent Directors of the Company with effect from July 31, 2019.
117
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 6. Familiarization
Programme
and
Training
for
Independent Directors
The Company has an orientation process/familiarization
programme for its Independent Directors that includes:
a) Briefing on their role, responsibilities, duties, and
obligations as a member of the Board.
b) Nature of business and business model of the
Company, Company’s strategic and operating plans.
c) Matters relating to Corporate Governance, Code of
Business Conduct, Risk Management, Compliance
Programs, Internal Audit, etc.
As a process when a new independent director is
appointed, a familiarization programme as described
above is conducted by the senior management team
and whenever a new member is appointed to a Board
Committee, information relevant to the functioning of the
Committee and the role and responsibility of Committee
members is informed. Each of our Independent Directors
have attended such orientation process/familiarization
programme when they were inducted into the Board and
these programs are generally spread over two days.
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 business
strategies and initiatives by business leaders, risk
minimization procedures, recent trends in technology,
changes in domestic/overseas industry scenario, digital
transformation, state of global IT Services industry,
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. The details of the familiarization
programme are also available on the website of
the Company at https://www.wipro.com/investors/
corporate-governance/.
7. Succession Planning
We have an effective mechanism for succession
planning which focuses on orderly succession of
including Executive Directors and other
Directors,
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.
8. Board Evaluation
Details of methodology adopted for Board evaluation
have been provided at page no. 74 as part of the Board’s
Report.
9. 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:
a) 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 within
the overall limits prescribed under the Companies
Act, 2013.
b) 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
aggregate commission payable to the Independent
Directors shall not exceed 1% of the net profit 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.
c) Reimbursement of travel, stay and other expenses
for participation in Board/Committee meetings.
d)
Independent Directors are not entitled to participate
in the stock option schemes of the Company.
Following are the terms of conditions for determining
the remuneration of Mr. Azim H. Premji, who is a
Non-Executive, Non-independent Director:
a) Remuneration as applicable to other Non-Executive
Directors of the Company, in addition to the sitting
fees for attending the meetings of the Board thereof,
118
Annual Report 2019-20 as may be determined by the Board, provided
however that the aggregate remuneration, including
commission, paid to the Directors other than the
Managing Director and Whole Time Directors in a
financial year shall not exceed 1% of the net profits
of the Company, in terms of Section 197 of the
Companies Act, 2013 and computed in the manner
referred to in Section 198 of the Companies Act,
2013.
b) Maintenance of Founder Chairman’s office including
executive assistant at Company’s expense.
c) Reimbursement of travel, stay and entertainment
expenses actually and properly incurred in the
course of business as per the Company’s policy.
In determining the remuneration of Chairman, CEO and
Managing Director, and Senior Management Employees
and Key Managerial Personnel, the Board Governance,
Nomination and Compensation Committee and the
Board shall ensure/consider the following:
a) The balance between fixed and variable pay reflecting
short-term and long-term performance objectives,
Details of Remuneration to Directors
appropriate to the working of the Company and its
goals.
b) Alignment of remuneration of Key Managerial
Personnel and Directors with long-term interests of
the Company.
c) Directors forming part of the Promoter and Promoter
Group shall not be entitled to receive stock options.
d) Company’s performance vis-à-vis
the annual
achievement,
vis-à-
vis KRAs/KPIs, industry benchmark and current
compensation trends in the market.
individuals’ performance
The Board Governance, Nomination and Compensation
Committee recommends the remuneration for the Chairman,
CEO and Managing Director, Senior Management and Key
Managerial Personnel. The payment of remuneration to the
Executive Directors and Non-Executive Directors is approved
by the Board and Members. Prior approval of Members is
to
also obtained
Non-Executive Directors. There was no change to the
remuneration policy during the financial year.
remuneration payable
in case of
Details of remuneration paid to the Directors for the services rendered and stock options during the financial year 2019-20
are given below. No stock options were granted to any of the Independent Directors and Promoter Directors during the year
2019-20.
Rishad A.
Premji(c)(e)
Son of Azim
H. Premji
13,143,006
24,993,243
NA
Abidali Z.
Neemuchwala(a)(f)
None
76,417,305
NA
91,513,209
Azim H.
Premji(c)(g)
Father of
Rishad A.
Premji
1,000,000
436,728
4,786,156
William Arthur
Owens(a)
None
M. K.
Sharma
None
Ireena
Vittal
None
Patrick J.
Ennis(a)
None
Patrick
Dupuis(a)(d)
None
Arundhati
Bhattacharya(h)
None
(Amt. in `)
N. Vaghul(b) Ashok S.
Ganguly (b)
None
None
NA
NA
NA
NA
26,602,705 10,275,416
NA
NA
NA
NA
9,614,583 19,507,051 14,593,777
NA
NA
NA
NA
NA
NA
8,412,084 3,575,000 2,816,667
NA
NA
9,843,915
154,536,941
7,167,731
NA
NA
NA
NA
NA
NA
NA
NA
3,548,612
NA
51,528,776
Up to 180
days
339,637
NA
322,807,092
Up to 180 days
1,631,388
300,000
15,322,003
NA
NA
500,000
NA
400,000
NA
400,000
500,000
27,002,705 10,775,416 10,114,583 19,907,051 14,993,777
NA
NA
400,000
NA
NA
NA
NA
NA
NA
NA
NA
500,000 200,000 200,000
8,912,084 3,775,000 3,016,667
NA
NA
NA
Relationship
with directors
Salary
Allowances
Commission/
Incentives/
Variable Pay
Other annual
compensation
Retirals
Sitting fees
TOTAL
Notice period
Notes:
a) Figures mentioned in ` are equivalent to amounts paid in US$
b) Mr. N. Vaghul and Dr. Ashok S. Ganguly each retired as Independent Directors of the Company with effect from July 31, 2019.
c)
In view of the current situation caused by COVID-19, uncertainty in business is likely to last for the next few months. To show solidarity with
the team in facing the challenge:
i) Mr. Azim H. Premji, Founder Chairman, has foregone the profit linked commission payable to him for the relevant period for FY 2019-20.
ii) Mr. Rishad A. Premji, Chairman, has foregone the variable pay and profit linked commission payable to him for the relevant period for
FY 2019-20.
Accordingly, the Board did not determine profit linked commission due to Mr. Azim H. Premji for FY 2019-20, variable pay and profit linked
commission due to Mr. Rishad A. Premji for FY 2019-20 and the remuneration disclosed in the table above does not include the same.
119
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
d)
In support of Wipro’s humanitarian efforts to combat COVID-19,
Mr. Patrick Dupuis, Independent Director, has foregone the
commission payable to him for quarter ended March 31, 2020
and Wipro will contribute Mr. Dupuis’ commission to Wipro Cares
for its various COVID-19 related activities as part of its Corporate
Social Responsibility program.
e) Mr. Rishad A. Premji’s compensation also included cash bonus
(part of his allowances) on an accrual basis, which is payable over
a period of time.
f)
g)
The Company announced on January 31, 2020
that
Mr. Abidali Z. Neemuchwala has resigned from the position of
Chief Executive Officer and Managing Director due to family
commitments and will, however, continue to hold the office of
Chief Executive Officer and Managing Director until a successor is
appointed. The Board of Directors has, at its meeting held on May
29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala
as the Chief Executive Officer and Managing Director with effect
from the end of the day on June 1, 2020. Compensation for the
year ended March 31, 2020 includes cost of accelerated vesting
of unvested options and variable pay. For further details, refer the
“Terms of Employment Arrangements” below.
The executive compensation disclosed for Mr. Azim H. Premji is
for the period April 1, 2019 to July 30, 2019. The commission and
sitting fees disclosed for Mr. Azim H. Premji is for the period from
July 31, 2019 to March 31, 2020 in his capacity as Non-Executive,
Non-Independent Director.
h) The Board of Directors has, at its meeting held on May 29, 2020,
noted the resignation of Ms. Arundhati Bhattacharya as an
Independent Director with effect from close of business hours on
June 30, 2020.
None of the Non-Executive Directors received remuneration
exceeding 50% of the total annual remuneration paid to all
Non-Executive Directors for the year ended March 31, 2020.
Terms of Employment Arrangements
Under the Companies Act, 2013, our shareholders must
approve the salary, bonus and benefits of all executive
directors at a General Meeting of the shareholders.
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.
The
terms of our employment arrangements with
Mr. Rishad A. Premji and Mr. Abidali Z. Neemuchwala
provide for up to a 180-day notice period, up to 21 days
of leave per year in addition to statutory holidays, and
an annual compensation review. Additionally, they may
be required to relocate as we may determine, and to
comply with confidentiality provisions. Service contracts
with our Executive Directors provide for our standard
retirement benefits that consist of pension, provident fund
and gratuity which are offered to all of our employees,
but no other payout upon termination of employment except
as mentioned below.
Pursuant to the terms of the employment arrangement
with Mr. Abidali Z. Neemuchwala, if his employment is
terminated by the Company, the Company is required to pay
Mr. Neemuchwala severance pay equivalent to 12 months’
base pay.
We also indemnify our directors and officers for claims
brought under any rule of law to the fullest extent permitted
by applicable law.
Among other things, we agree to indemnify our directors
and officers for certain expenses, judgments, fines and
settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right
of the Company, arising out of such person’s services as our
director or officer, including claims which are covered by the
director’s and officer’s liability insurance policy taken by the
Company.
On January 31, 2020, the Company announced that
Mr. Neemuchwala has decided to step down due to his family
commitments. Mr. Neemuchwala will continue to hold the
office of Chief Executive Officer and Managing Director until a
successor is appointed for a smooth transition. In appreciation
of his services, and to facilitate a smooth transition and to
ensure business continuity as usual, the Company has agreed
that Mr. Neemuchwala would receive acceleration with
respect to an aggregate of 960,000 unvested ADSs granted to
Mr. Neemuchwala. In addition, he will be paid variable pay
for the year ended March 31, 2020 within the range of
remuneration approved by the shareholders, as may
be determined by the Board of Directors. Pursuant to
the resignation of Mr. Neemuchwala, the Company and
Mr. Neemuchwala have agreed to terminate his employment
arrangement with effect from the end of the day on
June 1, 2020.
120
Annual Report 2019-20 Key Information pertaining to Directors as on March 31, 2020 is given below:
Directorship
in other
Companies2
Chairmanship
in Committees
of Board
of other
Companies3
Membership
in
Committees
of the Board
of other
Companies
Attendance
at the last
AGM held
on July 16,
2019
No. of shares
held as on
March 31, 2020
Other Listed
Companies where the
Director is appointed
as Independent
Director
Date of
appointment
as Independent
Director under
Companies
Act, 2013 and
SEBI Listing
Regulations, (first
term)1 of Board
-
-
-
Name of
the Director
and Director
Identification
Number
(DIN)
Rishad
A. Premji
(02983899)
Abidali Z.
Neemuchwala
(02478060)
Azim H. Premji
(00234280)
Sl.
No.
1
2
3
4 William Arthur
Owens
(00422976)
5 M. K. Sharma
(00327684)
Designation
Date of initial
appointment
01-May-2015
01-Feb-2016
01-Sep-1968
Executive
Director and
Chairman
Chief Executive
Officer and
Managing
Director
Non-Executive,
Non-
Independent
Director
Independent
Director
Independent
Director
01-Jul-2006
23-Jul-2014
01-Jul-2011
23-Jul-2014
4
-
12
-
10
6
Ireena Vittal
(05195656)
Independent
Director
01-Oct-2013
23-Jul-2014
6
7
8
9
Patrick J.
Ennis
(07463299)
Patrick Dupuis
(07480046)
Arundhati
Bhattacharya
(02011213)
Independent
Director
Independent
Director
Independent
Director
01-Apr-2016
01-Apr-2016
01-Apr-2016
01-Apr-2016
01-Jan- 2019
01-Jan- 2019
-
-
6
-
-
-
-
1
-
-
-
-
-
-
-
-
3
3
-
-
2
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
1,738,057@
839,688*
Yes
241,913,816@
-
-
-
-
-
- 1. United Spirits
Limited
2. Asian Paints
Limited
3. Ambuja Cements
Limited
4. Vedanata Limited
- 1. Godrej Consumer
Products Limited
2. Titan Company
Limited
3. Housing
Development
Finance
Corporation
Limited
-
-
-
-
- 1. Reliance Industries
Limited
2. CRISIL Limited
3. Piramal Enterprises
Limited
1 At the 70th Annual General Meeting, Mr. M. K. Sharma was re-appointed as Independent Director for a second term 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.
At the 72nd Annual General Meeting, Mrs. Ireena Vittal was re-appointed as Independent Director for a second term from October 1, 2018 to
September 30, 2023.
2 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. None of our Directors hold directorship in more than seven listed companies.
3 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.
* Holds 839,688 ADS having equivalent underlying equity shares.
@ includes shares held jointly with immediate family members.
121
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited IV. Committees of Board
Our Board has constituted sub-committees to focus on
specific areas and make informed decisions within the
authority delegated to each of the Committees. Each
Committee of the Board is guided by its Charter, which
defines the scope, powers and composition of the
Committee. All decisions and recommendations of the
Committees are placed before the Board for information
or approval.
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, 2020:
a) Audit, Risk and Compliance Committee, which also
acts as Risk Management Committee
b) Board Governance, Nomination and Compensation
Committee, which also oversees the CSR initiatives
of the Company and acts as the CSR Committee
c) Administrative
Shareholders/Investors
Grievance Committee (Stakeholders Relationship
Committee)
and
d) Strategy Committee
1. Audit, Risk and Compliance Committee
The Audit, Risk and Compliance Committee of our Board
reviews, acts on and reports to our Board with respect
to various auditing and accounting matters. The primary
responsibilities include overseeing:
a) Auditing and accounting matters,
including
recommending the appointment of our independent
auditors to the shareholders;
b) Compliance with legal and statutory requirements;
c)
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;
d) Performance of the Company’s
internal audit
independent auditors and accounting
function,
practices;
e) Review of related party transactions and functioning
of whistle blower mechanism;
f)
Implementation of the applicable provisions of the
Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley
Act”), including review of the progress of internal
control mechanisms to prepare for certification
under Section 404 of the Sarbanes Oxley Act;
122
g) Evaluation of
internal financial controls, risk
management systems and policies including review
of cyber-security; and
h) Review of utilization of loans and advances from,
and investment by, the Company in its subsidiaries
exceeding Rs.100 crore or 10% of the asset size of
the subsidiary, whichever is lower, including existing
loans, advances and investments.
The detailed charter of the Committee is posted on
our website and available at https://www.wipro.com/
investors/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 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, Internal Auditor,
Finance Controller and other Corporate Officers make
periodic presentations to the Audit, Risk and Compliance
Committee on various issues.
Mr. M. K. Sharma, Independent Director, is the Chairman
of the Audit, Risk and Compliance Committee. The other
members of the Committee as at March 31, 2020 were
Mrs. Ireena Vittal and Mrs. Arundhati Bhattacharya. The
Chairman of the Committee was present at the Annual
General Meeting held on July 16, 2019.
2. Board Governance, Nomination and Compensation
Committee
The Board Governance, Nomination and Compensation
Committee reviews, acts on and reports to our Board
with respect to various governance, nomination and
compensation matters. The primary responsibilities
include:
a) Developing and
the Board
recommending
corporate governance guidelines applicable to the
Company;
to
b) 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;
c) Establishing policies and procedures to assess the
requirements for induction of new members to the
Board;
d)
Implementing policies and processes relating to
corporate governance principles;
Annual Report 2019-20 e) Ensuring that appropriate procedures are in place
to assess Board membership needs and Board
effectiveness;
f) 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;
g) Formulating the Disclosure Policy, its review and
approval of disclosures;
h) Approving and evaluating the compensation plans,
policies and programs for full-time directors and
senior management;
i) Acting as Administrator of the Company’s Employee
Stock Option Plans and Employee Stock Purchase
Plans drawn up from time to time; and
our Board with respect to various matters relating to
stakeholders. The primary responsibilities include:
a) Redressal of grievances of the shareholders of the
Company pertaining to transfer or transmission
of shares, non-receipt of annual report and
declared dividends, issue of new or duplicate share
certificates, and grievances pertaining to corporate
actions;
b) Approving consolidation, split or sub-division of
share certificates, transmission of shares, issue of
duplicate share certificates, re-materialization of
shares;
c) Reviewing the grievance redressal mechanism
implemented by the Company in coordination with
Company’s Registrar and Transfer Agent (“RTA”) from
time to time;
j) Reviewing and recommending all remuneration, in
whatever form, payable to senior management.
d) Reviewing the measures taken by the Company for
effective exercise of voting rights by shareholders;
The detailed charter of Board Governance, Nomination
and Compensation Committee is posted on our website
and is available at https://www.wipro.com/investors/
corporate-governance.
e)
Implementing and overseeing the procedures and
processes in handling and maintenance of records,
transfer of securities and payment of dividend by the
Company, RTA and dividend processing bank;
Our Chief Human Resources Officer makes periodic
presentations to the Board Governance, Nomination and
Compensation Committee on compensation reviews and
performance linked compensation recommendations.
All members of the Board Governance, Nomination
and Compensation Committee are non-executive
independent directors.
The Board Governance,
Nomination and Compensation Committee is the apex
body that oversees our Corporate Social Responsibility
policy and programs.
Mr. William Arthur Owens, Independent Director, is the
Chairman of the Board Governance, Nomination and
Compensation Committee. The other members of the
Committee as at March 31, 2020 were Mrs. Ireena Vittal
and Mr. M. K. Sharma. The Chairman of the Committee
was present at the Annual General Meeting held on
July 16, 2019.
3. Administrative and Shareholders/Investors Grievance
Committee (Stakeholders Relationship Committee)
Administrative
The
Shareholders/Investors
and
Grievance Committee carries out the role of Stakeholders
Relationship Committee in compliance with Section 178
of the Companies Act, 2013 and the Listing Regulations.
f) Reviewing the various measures and initiatives
taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt
of dividend warrants, annual reports and statutory
notices by the shareholders of the Company.
g) Overseeing administrative matters like opening and
closure of Company’s bank accounts, grant and
revocation of general, specific and banking powers
of attorney; and
h) Considering and approving allotment of equity
shares pursuant to exercise of stock options, setting
up branch offices and other administrative matters
as delegated by the Board from time to time.
The detailed charter of the Committee is available on
at https://www.wipro.com/investors/
our website
corporate-governance/.
Mr. M. K. Sharma, Independent Director, is the Chairman
of
the Administrative and Shareholders/Investors
Grievance Committee. The other members of the
Committee as at March 31, 2020 were Mrs. Arundhati
Bhattacharya and Mr. Rishad A. Premji. The Chairman
of the Committee was present at the Annual General
Meeting held on July 16, 2019.
Administrative
The
Shareholders/Investors
and
Grievance Committee reviews, acts on and reports to
Mr. M Sanaulla Khan, Company Secretary,
Compliance Officer under the Listing Regulations.
is our
123
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Status Report of investor queries and complaints for
the period from April 1, 2019 to March 31, 2020 is given
below:
a) Making recommendations to the Board relating to
the Company’s mission, vision, strategic initiatives,
major programs and services;
Sl.
No.
1.
2.
3.
4.
Particulars
Investor complaints pending at the
beginning of the year
Investor complaints received during
the year
Investor complaints disposed of
during the year
Investor complaints remaining
unresolved at the end of the year
No. of
Complaints
NIL
3,442*
3,442*
NIL
* of the 3,442 complaints received, 3,080 were clarifications
regarding 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.
4. Strategy Committee
The Strategy Committee reviews, acts and reports to our
Board with respect to the mission, vision and strategic
direction of the Company. Primary responsibilities of this
Committee, inter alia, are:
Attendance of Directors at Board and Committee meetings
b) 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;
c) Annually reviewing the strategic plan for the
Company and for each division and entity as well and
recommending updates to the Board;
d) 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; and
e) Monitoring the Company performance against
measurable targets (e.g. market share, increase in
revenue, or operating margin) or progress points
(such as emerging technologies).
Mr. William Arthur Owens, Independent Director, is the
Chairman of the Strategy Committee. The other members
of the Committee as at March 31, 2020 were Mr. Azim H.
Premji, Mrs. Ireena Vittal, Dr. Patrick J. Ennis, Mr. Patrick
Dupuis, Mr. Abidali Z. Neemuchwala and Mr. Rishad A.
Premji.
Details of attendance of Directors at the Board meetings and Committee meetings for the year ended March 31, 2020 were as
under:
Board Meeting (1)
Audit, Risk and
Compliance
Committee (2)
Board Governance,
Nomination and
Compensation
Committee (also
acts as CSR
Committee) (3)
Strategy
Committee
Administrative
and Shareholders/
Investors
Grievance
Committee (4)
5
5
5
3
4
April 15-16, 2019,
June 6, 2019,
July 16-17, 2019,
October 14-15,
2019, and January
13-14, 2020
April 16, 2019,
June 6, 2019, July
17, 2019, October
15, 2019 and
January 14, 2020
April 15, 2019, June
6, 2019, July 16,
2019, October 14,
2019 and January
13, 2020
April 15, 2019,
October 14, 2019
and January 13,
2020
April 15, 2019, July
16, 2019, October
14, 2019 and
January 13, 2020
No. of meetings held
during FY 2019-20
Date of meetings
Attendance of Directors
Rishad A. Premji*
Abidali Z. Neemuchwala @
Azim H. Premji #
5
4
5
NA
NA
NA
NA
NA
NA
3
3
3
4
NA
NA
124
Annual Report 2019-20 Board Meeting (1)
Audit, Risk and
Compliance
Committee (2)
William Arthur Owens
M. K. Sharma
Ireena Vittal
Dr. Patrick J. Ennis
Patrick Dupuis
Arundhati Bhattacharya^
Dr. Ashok S. Ganguly $
N. Vaghul $
4
5
5
4
4
5
3
3
NA
5
5
NA
NA
5
NA
3
Board Governance,
Nomination and
Compensation
Committee (also
acts as CSR
Committee) (3)
4
2
2
NA
NA
NA
3
3
Strategy
Committee
Administrative
and Shareholders/
Investors
Grievance
Committee (4)
3
NA
3
3
3
NA
NA
NA
NA
4
2
NA
NA
2
NA
NA
* Mr. Rishad A. Premji was appointed as Executive Chairman of the Board with effect from July 31, 2019.
@ The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive
Officer and Managing Director with effect from the end of the day on June 1, 2020.
# Mr. Azim H. Premji retired from the position of Executive Chairman and Managing Director with effect from July 30, 2019 and was appointed
as a Non-Executive, Non-Independent Director of the Company effective July 31, 2019.
^ The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mrs. Arundhati Bhattacharya as an Independent
Director with effect from close of business hours on June 30, 2020. In her resignation letter, Mrs. Arundhati Bhattacharya has indicated that
the reason for her resignation is her decision to accept a full time role as Chairperson and CEO in another company. She has also confirmed
that there is no other material reason, other than the reason stated in her resignation letter.
$ Mr. N. Vaghul and Dr. Ashok S. Ganguly retired as Independent Directors of the Company with effect from July 31, 2019.
1. Board Meeting: Mr. Abidali Z. Neemuchwala, Mr. William Arthur Owens, Dr. Patrick J. Ennis and Mr. Patrick Dupuis did not attend the Board
Meeting held on June 6, 2019.
2. Audit, Risk and Compliance Committee: The Committee was re-constituted during the year and Mr. M. K. Sharma was appointed as Chairman
of the Committee with effect from August 1, 2019.
3. Board Governance, Nomination and Compensation Committee:
a) The Committee was re-constituted during the year and Mr. William Arthur Owens was appointed as Chairman of the Committee and
Mr. M. K. Sharma and Mrs. Ireena Vittal as members of the Committee with effect from August 1, 2019.
b) Since the appointment of Mr. M. K. Sharma and Mrs. Ireena Vittal as members of the Committee, there were two Committee meetings
held on October 14, 2019 and January 13, 2020.
c) Mr. William Arthur Owens was not present at the Committee Meeting held on June 6, 2019.
4. Administrative and Shareholders/Investors Grievance Committee:
a) Mrs. Arundhati Bhattacharya was appointed as member of the Committee with effect from August 1, 2019. Consequently, the composition
of the Committee is as follows: Mr. M. K. Sharma (Chairman), Mrs. Arundhati Bhattacharya and Mr. Rishad A. Premji (Members).
b) Since the appointment of Mrs. Arundhati Bhattacharya as member of the Committee, there were two Committee meetings held on
October 14, 2019 and January 13, 2020.
V. Governance through Management process
1. 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
125
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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/
investors/corporate-governance.
2.
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 services
to value-add and improve operations of business units
and processes by:
a) Financial, Business Process and Compliance Audit
b) Cyber Defense and Technology Audit
c) Operation Reviews
d) Best Practices and Benchmarking
e) 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 it 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 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) won in 2002, was
also an early adopter of the new ISO 9001:2015 Version.
During the year, Internal Audit function is assessed
to have “Met International Standards” prescribed by
the Professional Practice of Internal Auditing issued
by “International Institute of Internal Auditors (IIA)”
by external firm (KPMG). Testimony to the functions’
innovation and excellence are the IIA awards won in these
categories continuously over the last few years.
3. 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
126
Regulations, which is available on our website at https://
www.wipro.com/investors/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.
Parity
through
in disclosures are maintained
simultaneous disclosure on National Stock Exchange of
India Limited, the BSE Limited and the New York Stock
Exchange.
4. 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.
5. Other Policies
The Company has adopted an Ombuds policy (vigil
mechanism), a policy for prevention, prohibition &
redressal of sexual harassment of women at workplace,
as well as a code of conduct to regulate, monitor and
report insider trading. Details of these are provided as
part of the Board’s report.
VI. Disclosures
1. 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 which may have
a potential conflict with the interest of the Company at
large.
As required under Regulation 23 of the Listing
Regulations, the Company has adopted a policy
on Related Party
abridged
policy on Related Party Transactions is available on
Company’s website at https://www.wipro.com/
the
investors/corporate-governance.
Transactions.
The
Apart from receiving director remuneration, none of
the Directors have any pecuniary relationships or
transactions vis-à-vis the Company. During the year
2019-20, no transactions of material nature were
Annual Report 2019-20 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.
2. 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:
a) 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.
b) Minutes of the meetings of the unlisted subsidiary
companies, if any, are placed before the Company’s
Board regularly.
c) 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 subsidiary whose income
or net worth exceeds 10% of the consolidated income or
net worth of the Company in the immediately preceding
financial year.
3. 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.
No penalties or strictures have been imposed on the
Company.
4. Whistle Blower Policy and affirmation that no
personnel have been denied access to the Audit, Risk
and Compliance Committee
to the Audit, Risk and Compliance Committee or its
Chairman.
5. Transfer to Investor Education and Protection Fund
Authority
a) Pursuant to the Provisions of Section 124(6) of
the Companies Act, 2013 and Investor Education
and Protection Fund (IEPF) rules, during the year
2019-20, unclaimed dividend for financial years
2011-12 and 2012-13 of ` 7,911,052/- and
` 4,094,448/- respectively, were transferred to the
IEPF.
b) Pursuant to the provisions of Section 124(6) of the
Companies Act, 2013 and IEPF rules, during the year
2019-20, 35,997 equity shares in respect of which
dividend has not been claimed for the final dividend
declared in financial year 2011-12 and interim
dividend declared in financial year 2012-13 were
transferred to the IEPF.
6. 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 have been 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:
Sl.
No.
1. Aggregate
Particulars
of
number
the
shareholders
and
outstanding shares
in the
suspense account lying at the
beginning of the year
2. Number of shareholders who
approached
the Company
for transfer of shares from
suspense account during the
year
3. Number
of
shareholders
to whom
shares were
transferred from suspense
account during the year
of
number
the
and
shareholders
outstanding shares
in the
suspense account lying at the
end of the year
4. Aggregate
No. of
Shareholders
No. of
Shares
303
302,659
7
7
30,743
30,743
296
271,916
As detailed in the Board’s 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
5. Voting rights on these shares
shall remain frozen till the
rightful owner of such shares
claim the same
Yes
127
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
7. 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.
8. 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.
we display our quarterly and half yearly results on our
website 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.
9. Certificates from Practising Company Secretary
4.
Reporting of Internal Auditor
The certificate dated May 29, 2020, issued by Mr.
V. Sreedharan, Partner, V Sreedharan & Associates,
Company Secretaries, is given at page no. 135 of
in compliance with corporate
this Annual Report
the Listing
governance norms prescribed under
Regulations.
The Company has received certificate dated May 29,
2020, from Mr. V. Sreedharan, Partner, V Sreedharan &
Associates, Company Secretaries, confirming that none
of the Directors of the Company have been debarred
or disqualified from being appointed or continuing as
director of companies by the SEBI/Ministry of Corporate
of Affairs or any such authority. The certificate is given at
page no. 136 of this Annual Report.
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
Reporting of Head of Internal Audit is 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 Committee.
5.
NYSE Corporate Governance Listing Standards
The Company has made necessary disclosures
in compliance with the New York Stock Exchange
Listing Standards and NYSE Listed Company Manual
on
its website https://www.wipro.com/investors/
corporate-governance and has filed the same with the
New York Stock Exchange (NYSE).
Place: Bengaluru
Date: May 29, 2020
Rishad A. Premji
Chairman
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,
2020.
Rishad A. Premji
Chairman
Abidali Z. Neemuchwala
Chief Executive Officer and
Managing Director
Considering the dynamic shareholder demography due
to trading on the stock exchanges, as a prudent measure,
Place: Bengaluru
Date: May 29, 2020
128
Annual Report 2019-20
ANNEXURE I
Shareholder Information
Annual General Meeting
Pursuant to the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General
Circular No. 20/2020 dated May 5, 2020, issued by the Ministry of Corporate Affairs, the 74th Annual General Meeting (AGM) for
the year ended March 31, 2020 is scheduled to be held on Monday, July 13, 2020 at 9.00 AM IST through Video Conferencing.
The Members may attend the 74th AGM scheduled to be held on July 13, 2020, 9:00 AM IST onwards, through VC or watch
the live web-cast at https://emeetings.kfintech.com. Detailed instructions for participation are provided in the notice of the
74th AGM. The proceedings of the 74th AGM will be available through VC and live web-cast to the shareholders as on the cut-off
date i.e. July 6, 2020.
Annual General Meetings of the Last Three Years and Special Resolutions, if any.
Financial
Year
2016-17
Date and
Time
July 19, 2017
at 4:00 PM
2017-18
2018-19
July 19, 2018
at 4:00 PM
July 16, 2019
at 4:00 PM
Venue
Special resolutions passed
Wipro Campus, Cafeteria
Hall EC-3, Ground Floor,
Opp. Tower 8, No. 72,
Keonics, Electronic City,
Hosur Road, Bengaluru –
561229
i. Re-appointment of Mr. Azim H. Premji (DIN: 00234280) as
Executive Chairman and Managing Director of the Company.
ii. Re-appointment of Mr. William Arthur Owens (DIN: 00422976)
as Independent Director of the Company
i. Re-appointment of Mrs. Ireena Vittal (DIN: 05195656) as
Independent Director of the Company.
i. Amendments to the Articles of Association of the Company
ii. Appointment of Mr. Azim H. Premji (DIN: 00234280) as
Non-Executive, Non-Independent Director of the Company
Details of resolutions passed through postal ballot during Financial Year 2019-20 and details of the voting pattern:
The Company sought the approval of shareholders through notice of postal ballot dated April 16, 2019 for approval for Buyback
of Equity Shares by way of special resolution and for appointment of Mrs. Arundhati Bhattacharya (DIN: 02011213) as an
Independent Director of the Company, by way of ordinary resolution. The aforesaid resolutions were duly passed and the results
of postal ballot/e-voting were announced on June 3, 2019. 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
% of Votes
Cast in Favour
on Votes
Polled
% of Votes
Cast Against
on Votes
Polled
a) Approval for Buyback of Equity Shares 5,416,305,336 5,406,747,266
Arundhati
b) Appointment
5,414,103,223 5,405,400,463
Bhattacharya (DIN: 02011213) as an
Independent Director of the Company
of Mrs.
9,558,070
8,702,760
99.82
99.84
0.18
0.16
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, where available, or in physical form through permitted mode where
email addresses are not available. The Company also publishes a notice in the newspapers in accordance with the requirements
under the Companies Act, 2013.
129
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited shareholders holding equity shares as on the cut-off date may cast their votes through e-voting or through postal ballot during
the voting period fixed for this purpose. After completion of scrutiny of votes, the scrutinizer submits his report to the Chairman and
the results of voting by postal ballot are announced within 48 hours of conclusion of the voting period. The results are displayed
on the website of the Company (www.wipro.com), and 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,
Form 20-F filed with the Securities Exchange Commission (SEC) and annual and quarterly reports of the Company, before
they are presented to the Board for their approval for release. The details of the means of communication with shareholders/
analysts are given below:
News
Presentations
Releases
and
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
Website
Annual Report
Our quarterly results are published in widely circulated national newspapers such as Financial
Express and the local daily Kannada Prabha.
The Company’s website contains a dedicated section for Investors (https://www.wipro.com/
investors), where annual reports, earnings press releases, stock exchange filings, quarterly
reports, and corporate governance policies are available, apart from the details about the
Company, Board of Directors and Management.
Annual Report containing audited standalone and consolidated financial statements together
with Board’s Report, Corporate Governance Report, Management Discussion and Analysis
Report, Auditors Report and other important information are circulated to the Members entitled
thereto through permitted mode(s).
Other Disclosures/Filings Our Form 20-F filed with SEC containing detailed disclosures, along with other disclosures
including Press Releases etc., are available at https://www.wipro.com/investors.
Communication of Results:
Means of Communications
Number of times during 2019-20
Earnings Calls
Publication of results
4
4
Analysts/Investors Meetings
Details are provided in the MD&A Report forming part of this Annual Report
Financial Calendar
The financial year of the Company starts from the 1st day of April and ends on 31st day of March of next year. Our tentative
calendar for declaration of results for the financial year 2020-21 are as given below. In addition, the Board may meet on other
dates as and when required.
Quarter Ending
For the Quarter ending June 30, 2020
For the Quarter and half year ending September 30, 2020
For the Quarter and nine months ending December 31, 2020
For the year ending March 31, 2021
Release of Results
Third week of July, 2020
Second week of October, 2020
Second week of January, 2021
Second week of April, 2021
The Register of Members and Share Transfer books will remain closed from Friday, July 10, 2020 to Monday, July 13, 2020
(both days inclusive).
130
Annual Report 2019-20 Fees Paid to Statutory Auditors
The details of total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory
auditor and all the entities in the network firm/network entity of which the statutory auditor is a part, are as follows:
Type of Service
Audit Fees
Tax Fees
Others
Total
Corporate Information
a) Corporate Identity Number (CIN): L32102KA1945PLC020800
b) Company Registration Number: 20800
c) International Securities Identification Number (ISIN): INE075A01022
d) CUSIP Number for Wipro American Depository Shares: 97651M109
e) Details of exchanges where Company’s shares are listed as at March 31, 2020:
(` Mn)
FY 2019-20
81
51
17
149
FY 2018-19
73
40
12
125
Equity shares
BSE Limited (BSE)
Stock Codes
507685
Address
BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street,
Mumbai - 400001
National Stock Exchange of India Limited
(NSE)
WIPRO
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 2020-21 have been paid to the Indian Stock Exchanges as on date of this report.
Listing fees to NYSE for the calendar year 2020 has been paid as on date of this report.
The stock code on Reuters is WIPR.NS and on Bloomberg is WPRO:IN
Distribution of Shareholding as on March 31, 2020
Category
(No. of Shares)
31-Mar-20
31-Mar-19
No. of
Shareholders
% of
Shareholders
No. of Shares
% of Total
Equity
No. of
Shareholders
% of
Shareholders
No. of Shares
% of Total
Equity
1-5000
507,272
99.10
82,232,977
5001- 10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001& Above
1,697
1,049
400
240
162
358
703
0.33
0.20
0.08
0.05
0.03
0.07
12,032,833
14,869,292
9,808,813
8,376,285
7,250,873
25,599,263
0.14 5,553,187,054
97.20
1.44
0.21
0.26
0.17
0.15
0.13
0.45
329,830
1,793
758
373
258
642
3,180
1,266
97.55
49,167,404
0.53
0.22
0.11
0.08
0.19
0.94
12,691,399
9,416,449
6,554,524
5,781,677
22,529,224
10,973,418
0.82
0.21
0.16
0.11
0.10
0.37
0.18
0.37 5,916,821,293
98.06
Total
511,881
100.00 5,713,357,390
100.00
338,100
100.00 6,033,935,388
100.00
Percentages in the above table are rounded-off to two deceimals.
131
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Market Share Price Data
The performance of our stock in the financial year 2019-20 is tabulated below:
April
May
June
July
August
September October November December
January
February
March
Volume traded NSE
178,492,453
153,419,897 125,300,252 98,971,963 92,371,363 91,876,505 84,915,080 47,239,668 55,643,470 83,627,949 58,548,600
121,332,817
Price in NSE during the month (in ` per share)
High
Date
299.45
298.85
301.6
285.6
276.15
258.9
260.9
261
254.7
258.35
248.55
233.9
30-Apr-19
02-May-19
14-Jun-19 03-Jul-19 01-Aug-19 05-Sep-19 30-Oct-19 01-Nov-19 23-Dec-19 14-Jan-20 20-Feb-20
05-Mar-20
Volume traded NSE
7,339,917
4,539,125
7,965,803
1,258,276 17,651,207
4,405,617
4,059,545
2,530,921
1,850,652
7,296,777
2,120,807
2,970,778
Low
Date
254.95
279.65
280
255.9
245.05
235.75
232.2
236.5
235.4
235
219.7
159.4
04-Apr-19
28-May-19
28-Jun-19 15-Jul-19 16-Aug-19 30-Sep-19 01-Oct-19 26-Nov-19 03-Dec-19 31-Jan-20 28-Feb-20
19-Mar-20
Volume traded NSE
6,419,198
44,137,428
3,149,389 4,747,449 4,972,435
3,298,953 4,377,330 7,690,402 2,865,185 5,553,638 5,637,309
5,990,642
S&P CNX Nifty Index during each month
High
Low
11,856.15
12,041.15
12,103.0 11,981.75 11,181.45
11,694.85
11,945
12,158.8
12,293.9
12,430.5
12,246.7
11,433
11,549.1
11,108.3
11,625.1
10,999.4 10,637.15
10,670.25 11,090.15 11,802.65
11,832.3
11,929.6 11,175.05
7,511.1
Wipro Price Movement vis-a-vis Previous Month High/Low (%)
High %
Low %
4.74%
0.61%
S&P CNX Nifty Index Movement vis-à-vis
High %
Low %
1.94%
6.77%
-0.20%
0.92%
-5.31%
-3.31%
-6.25%
0.77%
0.04%
-2.41%
1.43%
-3.79%
-5.89%
9.69%
0.13%
-8.61%
-4.24%
-3.80%
-1.51%
1.85%
-0.47%
-0.17%
-6.51%
-27.45%
1.56%
0.51%
-1.00%
-6.68%
4.59%
2.14%
1.79%
1.11%
1.11%
-1.48%
-6.64%
-3.82%
4.65%
-5.38%
-3.29%
0.31%
3.94%
6.42%
0.25%
0.82%
-6.33%
-32.79%
ADS Share Price during the Financial Year 2019-20
Wipro ADS price
NYSE
month closing ($)
during
in
each
NYSE TMT index during
each month closing
Price
ADS
Wipro
Movement (%) Vis a vis
Previous month Closing
NYSE
Index
TMT
movement (%) vis a vis
Previous month closing
April
May
June
July
August
September October November December
January
February
March
4.6
4.47
4.35
4.19
3.82
3.66
3.99
3.64
3.75
3.63
3.47
3.14
9,155
8,762
9,196
9,277
9,027
9,121
9,213
9,470
9,560
9,549
8,910
7,717
15.29% -2.83% -2.68% -3.68% -8.83% -4.19% 9.02% -8.77% 3.02% -3.20% -4.41% -9.51%
3.80% -4.30% 4.96% 0.88% -2.70% 1.04% 1.01% 2.78% 0.96% -0.12% -6.69% -11.39%
132
Annual Report 2019-20 Performance of Wipro equity shares relative to the SENSEX and NYSE Composite index during the period April 1, 2019 to
March 31, 2020 is given in the following chart:
Other Disclosures
Description of Voting Rights
All our equity shares carry voting rights on a pari-passu basis
Dematerialisation of Shares and
Liquidity
99.85% of outstanding equity shares have been dematerialized as at March 31,
2020.
Outstanding ADR/GDR/Warrants or
any other Convertible instruments,
Conversion Date and Likely Impact on
Equity
Commodity Price Risk or Foreign
Exchange Risk and Hedging Activities
Credit Ratings
Plant Locations
Registrar and Transfer Agents
The Company has 2.45% of outstanding ADRs as on March 31, 2020.
The Company had no exposure to commodity and commodity risks for the financial
year 2019-20. For Foreign exchange risk and hedging activities, please refer the
MD&A Report for details.
Wipro is rated A- by Standard & Poor (outlook stable), AAA by ICRA (reaffirmed in
May 2020) and 5A1 by Dun & Bradstreet (condition strong) as at March 31, 2020.
There has been no change in ratings during the year.
The Company has various offices in India and abroad. Details of these locations as
on March 31, 2020 are available on our website www.wipro.com.
Company’s share transfer and related activities are operated through its Registrar and Share Transfer Agents KFin Technologies
Private Limited, Hyderabad.
Share Transfer System
In accordance with the proviso to Regulation 40(1) of the Listing Regulations, effective from April 1, 2019, transfers of shares
of the Company shall not be processed unless the shares are held in the dematerialized form with a depository. Accordingly,
shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely
transfer them and participate in various corporate actions.
133
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Investor Queries and Grievances Redressal
Shareholders may write either to the Company or the
Registrar and Share Transfer Agents for redressal of queries
and grievances. The address and contact details of the
concerned officials are given below.
Registrar and Share Transfer Agent:
KFin Technologies Private Limited, Unit: Wipro Limited
Selenium, Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad – 500 032.
Toll Free No.: 1800 3454 001, Phone: (040) 6716 2222
Contact Persons:
Mr. B. Srinivas - E-mail id: srinivas.b@kfintech.com
Ms. Rajitha Cholleti - E-mail id: rajitha.cholleti@kfintech.com
Shareholders Grievance can also be sent through email to the
following designated E-mail id: einward.ris@kfintech.com.
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
Tel: +1 212 552 8926 New York
Email: drx_depo@jpmorgan.com
Indian Custodian for ADSs
India Sub Custody
Office Address: J.P. Morgan Chase Bank,
N.A. Mumbai Branch,
Paradigm B-Wing, 6th Floor, Mindspace, Malad (W),
Mumbai - 400 064
Phone: +91 022 6649 2515 | F: +91 022 6649 2509
Please visit https://karisma.kfintech.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
Vice President and Company
Secretary
Wipro Limited
Doddakannelli, Sarjapur
Road, Bengaluru - 560 035
Mr. G Kothandaraman
General Manager- Finance
Wipro Limited
Doddakannelli, Sarjapur
Road, Bengaluru - 560 035
Ph: +91 80 28440011
(Extn: 226185)
Fax: +91 80 28440054
Email: sanaulla.khan@
wipro.com
Ph: +91 80 28440011
(Extn: 226183)
Fax: +91 80 28440054
Email:kothandaraman.
gopal@wipro.com
Analysts can reach our Investor Relations Team for any
queries and clarification on Financial/Investor Relations
related matters:
The e-mail address and contact details for all service related
queries is:
Email id: india.custody.client.service@jpmorgan.com
Contact Persons:
Rohit Keer - E mail id: rohit.a.keer@jpmchase.com,
Nekzad Behramkamdin - E mail id: nekzad.behramkamdin@
jpmorgan.com
Nayan Vyas - Email id: nayan.x.vyas@jpmorgan.com
Web-Based Query Redressal System
Members may utilize this facility extended by the Registrar
and Share Transfer Agents for redressal of their queries.
Ms. Aparna C Iyer
Vice President, Finance
Corporate Treasurer and
Investor Relations
Wipro Limited Doddkannelli,
Sarjapur Road,
Bengaluru - 560 035
Mr. Abhishek Kumar Jain
General Manager,
Investor Relations
Wipro Limited Doddkannelli,
Sarjapur Road,
Bengaluru - 560 035
Ph: +91 80 28440011
(Extn: 226186)
Fax: +91 80 28440054
Email: iyer.aparna@wipro.
com
Ph: +91 80 28440011
(Extn: 226143)
Ph: +91-98457 91363
Fax: +91 80 28440054
Email: abhishekkumar.jain@
wipro.com
134
Annual Report 2019-20 Corporate Governance Compliance Certificate
Corporate Identity Number: L32102KA1945PLC020800
Nominal Capital: ` 2527.40 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, 2020. 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
May 29, 2020
For V. SREEDHARAN & ASSOCIATES
Company Secretaries
(V. Sreedharan)
Partner
FCS: 2347; CP No. 833
UDIN No. : F002347B000296289
135
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
Certificate of Non-Disqualification of Directors
[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members of
WIPRO LIMITED
Doddakannelli, Sarjapur Road,
Bengaluru-560035
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of WIPRO LIMITED,
having CIN L32102KA1945PLC020800 and having registered office at Doddakannelli, Sarjapur Road, Bengaluru-560035
(hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in
accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its
officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending
on March 31, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory Authority.
Details of Directors:
Sl. No.
Name of Director
1.
2.
3.
4.
5.
6.
7.
8.
9.
Mr. Azim Premji Hasham
Mr. Mahendra Kumar Sharma
Mr. William Arthur Owens
Mrs. Arundhati Bhattacharya
Mr. Abidali Z. Neemuchwala
Mr. Rishad Premji Azim
Mrs. Ireena Vittal
Mr. Patrick John Ennis
Mr. Patrick Lucien Andre Dupuis
DIN
00234280
00327684
00422976
02011213
02478060
02983899
05195656
07463299
07480046
Date of appointment in
Company
01/09/1968
01/07/2011
01/07/2006
01/01/2019
01/02/2016
01/05/2015
01/10/2013
01/04/2016
01/04/2016
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion based on our verification. This certificate is neither an assurance
as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the Company.
Bengaluru
May 29, 2020
For V. SREEDHARAN & ASSOCIATES
Company Secretaries
(V. Sreedharan)
Partner
FCS: 2347; CP No. 833
UDIN No. : F002347B000296245
136
Annual Report 2019-20
Independent Auditor’s Report
To The Members of Wipro Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial
statements of Wipro Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2020, 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 significant
accounting policies and other explanatory information (herein
after referred to as “the Standalone Financial Statements”).
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
Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2020, its profit, total
comprehensive income, changes in equity and its cash flows
for the year ended on that date.
Basis for Opinion
in accordance with
We conducted our audit of the Standalone Financial
the Standards on
Statements
Auditing specified under section 143(10) of the Act (SAs).
Our responsibilities under those Standards are further
described in the Auditor’s Responsibility for the Audit of the
Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of
India (ICAI) together with the ethical requirements that are
relevant to our audit of the Standalone Financial Statements
under the provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of
Ethics. 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.
Standalone Financial Statements of the current period. These
matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined the matters described
below to be the key audit matters to be communicated in our
report.
Fixed price contracts using the percentage of completion
method - Refer Notes 2 (iii)(a), 3(xiii)B and 22 to the financial
statements.
Key Audit Matter Description
including software
Revenue from fixed-price contracts,
development, and
the
performance obligations are satisfied over time, is recognized
using the percentage-of-completion method.
integration contracts, where
Use of the percentage-of-completion method requires the
Company to determine the project costs incurred to date
as a percentage of total estimated project costs required to
complete the project. The estimation of total project costs
involves significant judgement and is assessed throughout
the period of the contract to reflect any changes based
on the latest available information. In addition, provisions
for estimated losses, if any, on uncompleted contracts are
recorded in the period in which such losses become probable
based on the estimated project costs.
We identified the revenue recognition for fixed price contracts
where the percentage-of-completion method is used as a key
audit matter because of the significant judgment involved in
estimating the efforts to complete such contracts.
This estimate has a high inherent uncertainty and requires
consideration of progress of the contract, efforts incurred
to-date and estimates of efforts required to complete the
remaining contract performance obligations over the lives of
the contracts.
This required a high degree of auditor judgment in evaluating
the audit evidence supporting the application of the input
method used to recognize revenue and a higher extent of audit
effort to evaluate the reasonableness of the total estimated
amount of revenue recognized on fixed-price contracts.
Key Audit Matters
How the Key Audit Matter Was Addressed in the Audit
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Our audit procedures related to estimates of efforts to
complete for fixed-price contracts accounted using the
137
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited percentage-of-completion method included the following,
among others:
• We tested the effectiveness of controls relating to (1)
recording of efforts incurred and estimation of efforts
required to complete the remaining contract performance
obligations, and (2) access and application controls
pertaining to time recording and allocation systems,
which prevents unauthorised changes to recording of
efforts incurred.
• We evaluated management’s ability to reasonably
estimate the progress towards satisfying the performance
obligation by comparing actual information to estimates
for performance obligations that have been fulfilled.
• We selected a sample of fixed price contracts with
customers accounted using percentage-of-completion
method and performed the following:
• Read the contract and based on the terms and conditions
evaluated whether recognizing revenue over time
was appropriate, and the contract was included in
management’s calculation of revenue over time.
• Evaluated other information that supported the estimates
of the progress towards satisfying the performance
obligation.
• Evaluated the appropriateness of and consistency in the
application of management’s policies and methodologies
to estimate progress towards satisfying the performance
obligation.
• Compared efforts incurred with Company’s estimate of
efforts incurred to date to identify significant variations
and evaluate whether those variations have been
considered appropriately in estimating the remaining
efforts to complete the contract.
• Tested the estimate for consistency with the status of
delivery of milestones and customer acceptances and sign
off from customers to identify possible delays in achieving
milestones, which require changes in estimated efforts to
complete the remaining performance obligations.
economic conditions relating to industries the Company
deals with and the countries where it operates. In calculating
expected credit losses, the Company also considered credit
reports and other related credit information for its customers
to estimate the probability of default in future and has taken
into account estimates of possible effect from the pandemic
relating to COVID-19.
We identified allowance for credit losses as a key audit matter
because of the significant judgement involved in calculating
the expected credit losses. This required a high degree of
auditor judgment and an increased extent of effort when
performing audit procedures to evaluate the reasonableness
of management’s estimate of the expected credit losses.
How the Key Audit Matter Was Addressed in the Audit
Our audit procedures related to the allowance for credit
losses for trade receivables, unbilled receivables and
contract assets included the following, among others:
• We tested the effectiveness of controls over the (1)
development of the methodology for the allowance for
credit losses, including consideration of the current and
estimated future economic conditions, (2) completeness
and accuracy of information used in the estimation
of probability of default, and (3) computation of the
allowance for credit losses.
• For a sample of customers we tested the input data such
as credit reports and other credit related information
used in estimating the probability of default by comparing
them to external and internal sources of information.
• We evaluated the
incorporation of the applicable
assumptions into the estimate of expected credit losses
and tested the mathematical accuracy and computation
of the allowances by using the same input data used by
the Company.
• We evaluated the qualitative adjustment to the historical
loss rates,
including assessing the basis for the
adjustments and the reasonableness of the significant
assumptions.
Allowance for credit losses Refer Notes 2(iii)(g), 3(ix)(A), and
9 to the financial statements
Information Other than the Financial Statements and
Auditor’s Report Thereon
Key Audit Matter Description
The Company determines the allowance for credit losses
based on historical loss experience adjusted to reflect
current and estimated future economic conditions. The
future
Company considered current and anticipated
• The Company’s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Board’s Report and Corporate
Governance Report, but does not include the Consolidated
Financial Statements, Standalone Financial Statements
and our auditor’s report thereon.
138
Annual Report 2019-20 • Our opinion on the Standalone Financial Statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.
•
•
In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the Standalone
Financial Statements or our knowledge obtained during
the course of our audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.
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 Act with respect to
the preparation of these Standalone Financial Statements
that give a true and fair view of the financial position,
including other comprehensive
financial performance
income, changes in equity and cash flows of the Company in
accordance with the Ind AS 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.
In preparing
the Standalone Financial Statements,
management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing
the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these Standalone
Financial Statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
•
Identify and assess the risks of material misstatement
of the Standalone Financial Statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal financial control
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls system in place and the
operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by the management.
• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the
Standalone Financial Statements or, if such disclosures
139
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content
of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial
Statements represent the underlying transactions and
events in a manner that achieves fair presentation.
is the magnitude of misstatements
Materiality
in the
Standalone Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the Standalone Financial
Statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in
the Standalone Financial Statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the Standalone Financial
Statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.
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
140
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of
Cash Flows dealt with by this Report are in agreement
with the relevant books of account.
d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Ind AS specified under
Section 133 of the Act.
e) On the basis of the written representations received
from the directors as on March 31, 2020 taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 2020 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 the requirements
of section 197(16) of the Act, as amended, in our opinion
and to the best of our information and according to
the explanations given to us, the remuneration paid
by the Company to its directors during the year is in
accordance with the provisions of section 197 of the
Act.
h) 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
law or accounting
the applicable
under
Annual Report 2019-20 standards, for material foreseeable losses, if
any, on long-term contracts including derivative
contracts;
iii.
There has been no delay in transferring amounts,
Investor
required to be transferred, to the
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
Vikas Bagaria
Partner
Membership number: 60408
Bengaluru
May 29, 2020
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 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, 2020 in conjunction with our audit of the Standalone
Financial Statements of the Company for the year ended on
that date.
Management’s Responsibility
Financial Controls
for
Internal
The Board of Directors of the Company are responsible for
establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria
established by the Company considering the essential
components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.
These responsibilities include the design, implementation
and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence
to company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information, as required
under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s
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.
141
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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
Controls over Financial Reporting
Internal Financial
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, 2020, 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
Vikas Bagaria
Partner
Membership number: 60408
Bengaluru
May 29, 2020
142
Annual Report 2019-20 Annexure B to the Independent Auditors’ Report
(Referred to in paragraph 2 under ‘Report on Other Legal
and Regulatory Requirements’ section of our report of even
date)
payment of interest has been stipulated and
repayments or receipts of principal amounts and
interest have been regular as per stipulations.
(i)
In respect of the Company’s fixed assets:
(c) There is no overdue amount remaining outstanding
(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/registered
sale deeds provided to us, we report that, the title
deeds, comprising the immovable properties of
land and buildings which are freehold, are held in
the name of the Company as at the balance sheet
date. Title deed of a land with a carrying amount
of Rs. 404 million, pursuant to an agreement for
sale, is pending to be registered in the name of the
Company.
(ii)
As explained to us, the inventories were physically
verified during the year by the management at
intervals. There were no material
reasonable
discrepancies noticed on physical verification during
the year.
(iii) According to the information and explanations given
to us, the Company has granted unsecured loans to
one body corporate, covered in the register maintained
under section 189 of the Companies Act, 2013, in
respect of which:
(a) The terms and conditions of the grant of such loans
are, in our opinion, prima facie, not prejudicial to
the Company’s interest.
(b) The schedule of repayment of principal and
as at the year-end.
(iv)
(v)
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 Act
in respect of grant of loans, making investments and
providing guarantees and securities, as applicable.
According to the information and explanations given to
us the Company has not accepted any deposit during
the year and does not have any unclaimed deposits
as at March 31, 2020 and therefore, the provisions of
the clause 3 (v) of the Order are not applicable to the
Company.
(vi) Maintenance of cost records has not been specified by
the Central Government under Section 148(1) of the Act,
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
Services 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 Services Tax, Customs Duty,
Excise Duty, Cess and other material statutory
dues in arrears as at March 31, 2020 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,
2020 on account of dispute are given below:
143
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Name of Statute
Nature of dues
Forum where dispute
is pending
Period to which the
amount relates
Amount
Involved
1990-91 to 2014-15
2004-05 to 2014-15
1994-95 to 2012-13
1990-2000 to 2012-
13
2007-08,
2008-09
1994-95 to 2010-11
1991-92 to
2011-12
2005-06
1997-98 to
2009-10
2009-10
57
10
13
37
1
49
11
94
338
5
2009-10
2001-02 to 2005-06
4
2,711
` in millions
Amount not
deposited as
at March 31,
2020
52
10
13
25
1
45
4
90
308
5
4
2,631
366
119
2003-04 to 2015-16
2003-04 to
2015-16
2001-02 to
2011-12
2005-06 to 2009-10
2008-09, 2009-10
2001-02 to 2011-12
1986-87 to 2015-16
1988-89 to
2016-17
1986-87 to 2010-11
1998-99 to 2013-14
2001-02
367
465
2,956
2,255
29
1
642
988
2,598
1,324
31
12
29
1
642
867
2,400
1,160
27
12
The Central Excise Act, 1944
Excise Duty
The Central Excise Act, 1944
The Central Excise Act, 1944
Excise Duty
Excise Duty
The Central Excise Act, 1944
Excise Duty
Assistant
Commissioner
Commissioner
Commissioner
(Appeals)
CESTAT
The Central Excise Act, 1944
Excise Duty
High Court
The Customs Act, 1962
Customs Duty
The Customs Act, 1962
Customs Duty
The Customs Act, 1962
The Customs Act, 1962
Customs Duty
Customs Duty
The Customs Act, 1962
Customs Duty
The Customs Act, 1962
The Customs Act, 1962
Finance Act, 1994
Customs Duty
Customs Duty-
Penalty
Service tax
Finance Act, 1994
Service tax
Finance Act, 1994
Service tax
Assistant
Commissioner of
Customs
CESTAT
Commissioner
Commissioner
(Appeals)
Deputy Commissioner
- Air Customs –Chennai
Madras High Court
Karnataka High Court
Assistant
Commissioner
Commissioner
(Appeals)
CESTAT
Finance Act, 1994
Service Tax- Penalty Commissioner
Finance Act, 1994
Finance Act, 1994
Sales Tax / VAT
(Appeals)
Service Tax- Penalty Assistant
Commissioner
Service Tax- Penalty CESTAT
Sales Tax / VAT
Sales Tax / VAT
Sales Tax / VAT
Sales Tax / VAT
Sales Tax / VAT
Sales Tax/ VAT
Sales Tax / VAT
Sales Tax / VAT
Sales Tax/ VAT
Assistant
Commissioner/ Deputy
Commissioner
Commissioner
(Appeals)
Appellate Authorities
High Court
Supreme Court
144
Annual Report 2019-20 Name of Statute
Nature of dues
Forum where dispute
is pending
Period to which the
amount relates
Amount
Involved
Goods and Services Tax
The Income Tax Act, 1961
Goods and Services
Tax
Income Tax - TDS
Commissioner
(Appeals)
CIT(A) - TDS
2017-18
2003-04, 2011-12
The Income Tax Act, 1961
Income Tax – TDS
The Income Tax Act, 1961
The Income Tax Act, 1961
Income Tax - TDS
Income Tax
The Income Tax Act, 1961
Income Tax
Income Tax Appellate
Tribunal
High Court
Assessing Officer
Commissioner of
Income tax (Appeals)
2009-10
2010-11
2007-08
2012-13
The Income Tax Act, 1961
Income Tax
Income Tax Appellate
Tribunal
2006-07, 2007-08
2009-10, 2010-11,
2012-13 to 2014-15
Amount not
deposited as
at March 31,
2020
58
35
3
61
42
58
35
13
61
97
16
16
6,407
1,529
(viii)
information
In our opinion and according to the
and explanations given to us, the Company has not
defaulted in the repayment of loans or borrowings to
financial institutions, and banks. The Company has not
availed any loans or borrowings from 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) or term loans during the year, hence
reporting under clause 3(ix) of the Order is not applicable
to the company.
(x)
(xi)
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.
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.
(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 Act, 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.
(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 Act, are 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
Vikas Bagaria
Partner
Membership number: 60408
Bengaluru
May 29, 2020
145
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Balance Sheet
(` in millions, except share and per share data, unless otherwise stated)
Notes
As at
March 31, 2020
As at
March 31, 2019
ASSETS
Non-current assets
Property, plant and equipment
Right-of-Use Assets
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 receivables
Loans to subsidiaries
Other financial assets
Current tax assets (net)
Contract assets
Other current assets
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
Lease Liabilities
4
5
6
6
8
20
9
11
21
13
12
8
9
10
20
11
13
14
15
20
17
15
50,473
8,160
18,735
4,571
3,190
77,350
-
4,462
4,416
4,333
11,103
9,138
195,931
38,742
-
21,127
3,882
1,386
82,503
173
4,373
3,843
3,910
20,549
12,189
192,677
1,741
3,403
189,635
92,570
104,440
2,964
17,964
9,472
6,807
839
12,432
18,269
457,133
653,064
11,427
453,110
464,537
251
138
146
5,997
219,988
90,463
103,902
4,920
16,023
-
5,813
3,307
10,845
18,640
477,304
669,981
12,068
481,852
493,920
220
-
-
-
146
Annual Report 2019-20 Balance Sheet
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
(a) Total outstanding dues of Micro, small and medium enterprises
(b) Total outstanding dues of creditors other than micro, small and medium
enterprises.
Derivative liabilities
Lease Liabilities
Other financial liabilities
Contract liabilities
Provisions
Current tax liabilities (net)
Other current liabilities
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
(` in millions, except share and per share data, unless otherwise stated)
Notes
As at
March 31, 2020
As at
March 31, 2019
18
21
19
15
16
20
15
17
18
19
2,133
-
11,654
3,770
24,089
1,196
104
9,978
3,117
14,615
50,019
50,522
131
45,295
7,231
3,124
18,657
14,272
11,302
9,758
4,649
164,438
188,527
653,064
37
47,618
1,270
-
24,990
14,862
9,290
7,185
5,672
161,446
176,061
669,981
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
Vikas Bagaria
Partner
Membership No.: 60408
Bengaluru
May 29, 2020
Rishad A Premji
M K Sharma
Abidali Z Neemuchwala
Chairman
Director
Chief Executive Officer &
Managing Director
M. Sanaulla Khan
Company Secretary
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
May 29, 2020
147
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
Statement of Profit and Loss
(` in millions, except share and per share data, unless otherwise stated)
Notes
Year ended
March 31, 2020
Year ended
March 31, 2019
INCOME
Revenue from operations
Other operating income
Other income
Total Income
EXPENSES
Purchases of stock-in-trade
Changes in inventories of finished goods and stock-in-trade
Employee benefits expense
Finance costs
Depreciation and amortization 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:
Remeasurements of the net defined benefit liability /(asset) comprising
actuarial gains and losses
Net change in fair value of financial instruments measured at Fair
value through OCI
Income tax relating to items that will not be reclassified to profit or loss
22
23
24
25
26
27
28
21
21
26
20
21
148
503,877
193
24,766
528,836
7,983
1,599
261,718
5,352
11,411
87,918
15,373
13,925
3,784
2,784
2,227
4,685
418,759
110,077
22,067
1,203
23,270
86,807
(869)
(91)
193
480,298
940
25,686
506,924
11,420
(553)
238,085
5,249
9,343
89,225
15,005
14,598
3,698
2,525
2,304
17,320
408,219
98,705
22,725
(160)
22,565
76,140
169
(1,473)
34
Annual Report 2019-20 Statement of Profit and Loss
(` in millions, except share and per share data, unless otherwise stated)
Notes
Year ended
March 31, 2020
Year ended
March 31, 2019
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 measured at Fair
value through OCI
Income tax relating to items that will be reclassified to profit or loss
20
20
20
21
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)
29
Basic
Diluted
Number of shares
Basic
Diluted
(649)
(1,941)
(3,309)
1,015
1,367
(4,284)
82,523
14.88
14.84
579
1,014
1,567
(8)
(636)
1,246
77,386
12.67
12.64
5,833,384,018
5,847,823,239
6,007,376,837
6,022,304,367
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
Rishad A Premji
M K Sharma
Abidali Z Neemuchwala
Chairman
Director
Chief Executive Officer &
Managing Director
Vikas Bagaria
Partner
Membership No.: 60408
Bengaluru
May 29, 2020
Jatin Pravinchandra Dalal
Chief Financial Officer
M. Sanaulla Khan
Company Secretary
Bengaluru
May 29, 2020
149
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
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Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
Statement of Cash Flows
(` in millions, except share and per share data, unless otherwise stated)
For the year ended
March 31, 2020
For the year ended
March 31, 2019
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 amortization expense
Unrealized exchange (gain)/loss, net and exchange loss on borrowings
Share-based compensation expense
Income tax expense
Dividend and interest (income)/expenses, net
Gain from sale of business and loss of control in subsidiary, net
Provision for diminution in the value of non-current investments
Changes in operating assets and liabilities:
Trade receivables
Unbilled receivables and contract assets
Inventories
Other assets
Trade payables, other liabilities and provisions
Contract liabilities
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
Purchase of investments
Investment in subsidiaries
Proceeds from sale of investments
Proceeds from Redemption of Preference Shares in Subsidiaries
Loans to subsidiaries
Proceeds from sale of hosted data centre business and loss
of control in subsidiary, net of related expenses and cash
Payment for business acquisition, including deposits and
escrow, net of cash acquired
152
86,807
76,140
10
11,411
6,602
1,262
23,270
(20,460)
(193)
-
(2,058)
(3,295)
1,663
(503)
(7,341)
(590)
96,585
(5,904)
90,681
(18,326)
490
(1,176,999)
-
1,209,778
5,055
(9,472)
923
(3,230)
(182)
9,343
(278)
1,846
22,565
(17,059)
(940)
7,356
4,769
3,773
(459)
130
16,877
2,009
125,890
(23,789)
102,101
(18,688)
1,023
(924,397)
(36,226)
953,979
-
-
646
-
Annual Report 2019-20 Statement of Cash Flows
(` in millions, except share and per share data, unless otherwise stated)
For the year ended
March 31, 2020
For the year ended
March 31, 2019
Interest received
Dividend received
Net cash generated from/(used in) investing activities
Cash flows from financing activities:
Proceeds from issuance of equity shares and shares pending allotment
Repayment of borrowings
Proceeds from borrowings
Payment for buyback of shares, including transaction cost
Repayment of lease liabilities
Interest paid
Payment of cash dividend (including dividend tax thereon)
Net cash used in financing activities
Net increase in cash and cash equivalents during the year
Adjustment on account of merger
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (Note 10)
22,707
1,101
32,027
5
(106,833)
102,509
(105,311)
(3,255)
(2,558)
(6,887)
(122,330)
378
-
163
103,899
104,440
19,604
353
(3,706)
4
(60,681)
56,537
-
-
(4,357)
(5,454)
(13,951)
84,444
203
30
19,222
103,899
Refer to note 15 for supplementary information on statement of cash flows
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
Rishad A Premji
M K Sharma
Abidali Z Neemuchwala
Chairman
Director
Chief Executive Officer &
Managing Director
Vikas Bagaria
Partner
Membership No.. 60408
Bengaluru
May 29, 2020
Jatin Pravinchandra Dalal
Chief Financial Officer
M. Sanaulla Khan
Company Secretary
Bengaluru
May 29, 2020
153
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
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” or “we” or “our” or
“us”), 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 financial statements were authorized for issue by the
Company’s Board of Directors on May 29, 2020.
2. Basis of preparation of financial statements
(i) Statement of compliance and basis of preparation
The standalone financial statements have been 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 Companies Act, 2013 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, except for new
accounting standards adopted by the Company.
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
statement 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
c)
The defined benefit asset/(liability) is recognized as the
present value of defined benefit obligation less fair value of
plan assets.
d) Contingent consideration
(iii) Use of estimates and judgment
The preparation of the financial statements in conformity with
Ind AS requires management to make judgments, estimates and
assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from those estimates.
Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognized
in the period in which the estimates are revised and in any future
periods affected. In particular, information about significant
areas of estimation, uncertainty and critical judgments in
applying accounting policies that have the most significant
effect on the amounts recognized in the financial statements
are included in the following notes:
a) Revenue recognition: The Company applies judgement to
determine whether each product or service promised to
a customer is capable of being distinct, and is distinct in
the context of the contract, if not, the promised products
or services are combined and accounted as a single
performance obligation. The Company allocates the
arrangement consideration to separately
identifiable
performance obligation deliverables based on their relative
stand-alone selling price. In cases where the Company
is unable to determine the stand-alone selling price the
Company uses expected cost plus margin approach in
estimating the stand-alone selling price. 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
154
Annual Report 2019-20
b)
the financial reporting of these contracts depends on
estimates that are assessed continually during the term
of these contracts, revenue recognized, profit and timing of
revenue for remaining performance obligations 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: Investments in subsidiaries, 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 Company assesses
acquired intangible assets with finite useful life for
impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
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 an asset or a
cash generating unit involves use of significant estimates
and assumptions which include 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
expected reversal of deferred tax liabilities and projected
future taxable income in making this assessment. The
amount of deferred tax assets considered realisable,
however, could reduce 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
155
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 expected
credit loss 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 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
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements their lives, such as changes in technology. The estimated
useful life is reviewed at least annually.
j) Useful lives of intangible assets: The Company amortizes
intangible assets on a straight-line basis over estimated
useful lives of the assets. The useful life is estimated
based on a number of factors including the effects of
obsolescence, demand, competition and other economic
factors such as the stability of the industry and known
technological advances and the level of maintenance
expenditures required to obtain the expected future cash
flows from the assets. The estimated useful life is reviewed
at least annually.
k) Leases: Ind AS 116 defines a lease term as the non-
cancellable period for which the lessee has the right to use
an underlying asset including optional periods, when an
entity is reasonably certain to exercise an option to extend
(or not to terminate) a lease. The Company considers all
relevant facts and circumstances that create an economic
incentive for the lessee to exercise the option when
determining the lease term. The option to extend the lease
term is included in the lease term, if it is reasonably certain
that the lessee would exercise the option. The Company
reassesses the option when significant events or changes
in circumstances occur that are within the control of the
lessee.
l) 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 forecasted transaction.
The impact of COVID-19 remains uncertain and may be
different from what we have estimated as of the date of
approval of these standalone financial statements and
the Company will continue to closely monitor any material
changes to future economic conditions.
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
in foreign currency are translated
Transactions
into the
functional currency using the exchange rates prevailing at the
date of the transaction. Foreign exchange gains and losses
resulting from the settlement of such transactions and from
translation at the exchange rates prevailing at the reporting
date of monetary assets and liabilities denominated in foreign
currencies are recognized in the statement of profit and loss
and reported within foreign exchange gains/(losses), net, within
results of operating activities except when deferred in other
comprehensive income as qualifying cash flow hedges 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 through other comprehensive income are included
in other comprehensive income, net of taxes.
m) Uncertainty relating to the global health pandemic on
(iii) Financial instruments
COVID-19
In assessing the recoverability of receivables including
unbilled receivables, contract assets and contract costs,
goodwill, intangible assets, and certain investments, the
Company has considered internal and external information
up to the date of approval of these standalone financial
statements
reports and economic
forecasts. The Company has performed sensitivity analysis
on the assumptions used herein. Based on the current
indicators of future economic conditions, the Company
expects to recover the carrying amount of these assets.
including credit
The Company basis its assessment believes that the
probability of the occurrence of forecasted transactions
is not impacted by COVID-19. The Company has also
considered the effect of changes, if any, in both counterparty
credit risk and own credit risk while assessing hedge
effectiveness and measuring hedge ineffectiveness and
continues to believe that there is no impact on effectiveness
of its hedges.
156
a) Non-derivative financial instruments:
Non derivative financial instruments consist of:
• financial assets, which
lease
include cash and cash
equivalents, trade receivables, unbilled receivables,
finance
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,
lease liabilities, and eligible current and non-current
liabilities.
Annual Report 2019-20
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 balance sheet, bank overdrafts are
presented under borrowings within current liabilities.
B.
Investments
Financial instruments measured at amortized cost:
Debt instruments that meet the following criteria
are measured at amortized cost (except for debt
instruments that are designated at fair value through
Profit or Loss (FVTPL) on initial recognition):
•
•
the asset is held within a business model whose
objective is to hold assets in order to collect
contractual cash flows; and
the contractual terms of the instrument give rise
on specified dates to cash flows that are solely
payment of principal and interest on the principal
amount outstanding.
Financial instruments measured at fair value through
other comprehensive income (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 statement of profit
and loss for FVTOCI debt instruments. Other changes
in fair value of FVTOCI financial assets are recognized
in other comprehensive income. When the investment
is disposed of, the cumulative gain or loss previously
157
accumulated in reserves is transferred to statement of
profit and loss.
Financial instruments measured at fair value through
profit or loss (FVTPL):
Instruments that do not meet the amortized cost or
FVTOCI criteria are measured at FVTPL. Financial
assets at FVTPL are measured at fair value at the end of
each reporting period, with any gains or losses arising
on re-measurement recognized in statement of profit
and loss. The gain or loss on disposal is recognized in
statement of profit and loss.
Interest income is recognized in statement of profit
and loss for FVTPL debt instruments. Dividend on
financial assets at FVTPL is recognized when the
Company’s right to receive dividend is established.
Investments in equity instruments designated to be
classified as FVTOCI:
The Company carries certain equity instruments which
are not held for trading. The Company has elected
the FVTOCI irrevocable option for these instruments.
Movements in fair value of these investments are
recognized in other comprehensive income and the
gain or loss is not reclassified to statement of profit
and loss on disposal of these investments. Dividends
from these investments are recognized in statement
of profit and loss when the Company’s right to receive
dividends is established.
Investments in subsidiaries:
Investment in subsidiaries are measured at cost less
impairment.
C. Other financial assets:
Other financial assets are non-derivative financial
assets with fixed or determinable payments that are
not quoted in an active market. They are presented as
current assets, except for those maturing later than 12
months after the reporting date which are presented
as non-current assets. These are initially recognized
at fair value and subsequently measured at amortized
cost using the effective interest method, less any
impairment losses. These comprise trade receivables,
unbilled
receivables,
employee and other advances and other eligible
current and non-current assets.
receivables, finance
lease
D.
Trade payables and other liabilities
liabilities are
Trade payables and other
initially
recognized at fair value, and subsequently carried at
amortized cost using the effective interest method.
For
the carrying
amounts approximate fair value due to the short-
term maturity of these
instruments. Contingent
consideration recognized in the business combination
these financial
instruments,
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
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 statement
of profit and loss as cost.
Subsequent to
instruments are accounted as described below:
initial recognition, derivative financial
A. Cash flow hedges
Changes in the fair value of the derivative hedging
instrument designated as a cash flow hedge are
recognized in other comprehensive income and held in
cash flow hedging reserve, net of taxes, a component
of equity, to the extent that the hedge is effective. To
the extent that the hedge is ineffective, changes in
fair value are recognized in the statement of profit
and loss and reported within foreign exchange gains/
(losses), net, within results from operating activities.
If the hedging instrument no longer meets the criteria
for hedge accounting, then hedge accounting
is
discontinued prospectively. If the hedging instrument
is sold, terminated or exercised, the
expires or
cumulative gain or loss on the hedging instrument
recognized in cash flow hedging reserve till the period
the hedge was effective remains in cash flow hedging
reserve until the forecasted transaction occurs. The
cumulative gain or loss previously recognized in
the cash flow hedging reserve is transferred to the
statement of profit and loss upon the occurrence of
the related forecasted transaction. If the forecasted
transaction is no longer expected to occur, such
cumulative balance is immediately recognized in the
statement of profit and loss.
B. Others
Changes in fair value of foreign currency derivative
instruments not designated as cash flow hedges are
recognized in the statement of profit and loss and
reported within foreign exchange gains/(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 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 Ind AS 109. If the
Company retains substantially all the risks and rewards of
a transferred financial asset, the Company continues to
recognize the financial asset and recognizes a borrowing
for the proceeds received. A financial liability (or a part of
a financial liability) is derecognized from the Company’s
balance sheet when the obligation specified in the contract
is discharged or cancelled or expires.
(iv) Equity
a) Share capital and securities premium
The authorized share capital of the Company as at March
31, 2020 is ` 25,274 divided into 12,504,500,000 equity
shares of ` 2 each, 25,000,000 preference shares of ` 10
each and 150,000, 10% optionally convertible cumulative
preference shares of ` 100 each. Par value of the equity
shares is recorded as share capital and the amount received
in excess of par value is classified as securities 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) Capital Reserve
Capital reserve amounting to ` 1,139 (March 31, 2019:
` 1,139) is not freely available for distribution.
c) Capital Redemption Reserve
Capital redemption reserve amounting to ` 660 (March 31,
2019: ` 14) is not freely available for distribution.
d) Retained earnings
earnings
Retained
undistributed earnings after taxes.
comprises of
the Company’s
e) Common Control Transactions Capital Reserve
The Common Control Transactions Capital Reserve is on
account of merger as explained in footnotes to Note 34. This
reserve amounting to ` 2,473 (March 31, 2019: ` 2,473) is
not freely available for distribution.
f) Share options outstanding account
The share options outstanding account is used to record the
value of equity-settled share based payment transactions
with employees. The amounts recorded in share options
outstanding account are transferred to securities premium
reserve upon exercise of stock options and restricted stock
unit options by employees.
g) Special Economic Zone Re-Investment reserve
The Special Economic Zone Re-Investment Reserve has
158
Annual Report 2019-20
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
should be utilized by the Company for acquiring plant
and machinery as per terms of section 10AA(2) of the
Income-tax Act, 1961. This reserve is not freely available for
distribution.
h) 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 as other reserves.
i)
Cash flow hedging reserve
Changes in fair value of derivative hedging instruments
designated and effective as a cash flow hedge are
recognized in other comprehensive income, net of taxes,
and presented within equity as cash flow hedging reserve.
j)
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 recognized in other
comprehensive income, net of taxes and is presented
within equity in the FCTR.
k) Dividend
A final dividend, including tax thereon, on equity shares
is recorded as a liability on the date of approval by the
shareholders. An interim dividend, including tax thereon,
is recorded as a liability on the date of declaration by the
Board of directors.
l) Buyback of equity shares
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.
m) Bonus Issue
For the purpose of bonus issue, the amount is transferred
from capital redemption reserves, securities premium and
retained earnings to the share capital.
(v) 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.
159
Capital work-in-progress are measured at cost
accumulated impairment losses, if any.
less
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. 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 is 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
Useful life
28 to 40 years
5 to 21 years
2 to 7 years
Furniture, fixtures and equipment
3 to 10 years
Vehicles
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 at 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.
(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 adjustments, are recognized in
the statement of profit and loss.
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
Common Control business combinations
(vii) Leases
The Company accounts for business combinations involving
entities or businesses under common control using the
pooling of interests method. The assets and liabilities of the
combining entities are reflected at their carrying amounts.
The identity of the reserves shall be preserved and shall
appear in the financial statements of the transferee in
the same form in which they appeared in the financial
statements of the transferor. The difference, if any, between
the amount recorded as share capital issued plus any
additional consideration in the form of cash or other assets
and the amount of share capital of the transferor shall be
transferred to capital reserve and should be presented
separately as Common Control Transactions Capital
reserve.
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
and liabilities is recognized as goodwill. If the excess is
negative, a bargain purchase gain is recognized in equity
as capital reserve. Goodwill is measured at cost less
accumulated impairment (if any).
Goodwill associated with the disposal of an operation that
is part of cash-generating unit is measured on the basis
of the relative values of the operation disposed of and
the portion of the cash-generating unit retained, unless
the entity can demonstrate that some other method
better reflects the goodwill associated with the operation
disposed of.
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 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 10 years
3 to 7 years
The Company evaluates each contract or arrangement, whether
it qualifies as lease as defined under Ind AS 116.
The Company as a lessee
The Company enters into an arrangement for lease of land,
buildings, plant and machinery including computer equipment
and vehicles. Such arrangements are generally for a fixed period
but may have extension or termination options. The Company
assesses, whether the contract is, or contains, a lease, at its
inception. A contract is, or contains, a lease if the contract
conveys the right to –
a)
control the use of an identified asset,
b) obtain substantially all the economic benefits from use of
the identified asset, and
c) direct the use of the identified asset
The Company determines the lease term as the non-cancellable
period of a lease, together with periods covered by an option to
extend the lease, where the Company is reasonably certain to
exercise that option.
The Company at the commencement of the lease contract
recognizes a Right-of-Use (RoU) asset at cost and corresponding
lease liability, except for leases with term of less than twelve
months (short term leases) and low-value assets. For these
short term and low value leases, the Company recognizes the
lease payments as an operating expense on a straight-line basis
over the lease term.
The cost of the right-of-use asset comprises the amount
of the initial measurement of the lease liability, any lease
payments made at or before the inception date of the lease,
plus any initial direct costs, less any lease incentives received.
Subsequently, the right-of-use assets are measured at cost less
any accumulated depreciation and accumulated impairment
losses, if any. The right-of-use assets are depreciated using the
straight-line method from the commencement date over the
shorter of lease term or useful life of right-of-use asset. The
estimated useful life of right-of-use assets are determined on
the same basis as those of property, plant and equipment.
The Company applies Ind AS 36 to determine whether an RoU
asset is impaired and accounts for any identified impairment
loss as described in the impairment of non-financial assets
below.
For lease liabilities at the commencement of the lease, the
Company measures the lease liability at the present value of
the lease payments that are not paid at that date. The lease
payments are discounted using the interest rate implicit in the
lease, if that rate can be readily determined, if that rate is not
readily determined, the lease payments are discounted using
the incremental borrowing rate that the Company would have to
pay to borrow funds, including the consideration of factors such
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Annual Report 2019-20
as the nature of the asset and location, collateral, market terms
and conditions, as applicable in a similar economic environment.
After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for the
lease payments made.
The Company recognizes the amount of the re-measurement of
lease liability as an adjustment to the right-of-use assets. Where
the carrying amount of the right-of-use asset is reduced to zero
and there is a further reduction in the measurement of the lease
liability, the Company recognizes any remaining amount of the
re-measurement in statement of profit and loss.
Lease liability payments are classified as cash used in financing
activities in the statement of cash flows.
The Company as a lessor
Leases under which the Company is a lessor are classified as
finance or operating leases. Lease contracts where all the risks
and rewards are substantially transferred to the lessee, the
lease contracts are classified as finance leases. All other leases
are classified as operating leases.
For leases under which the Company is an intermediate lessor,
the Company accounts for the head-lease and the sub-lease
as two separate contracts. The sub-lease is further classified
either as a finance lease or an operating lease by reference to
the RoU asset arising from the head-lease.
(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 amortized cost, debt instruments classified as FVTOCI,
trade receivables, unbilled receivables, contract assets,
finance lease receivables and other financial assets.
Expected credit
is the difference between the
contractual cash flows and the cash flows that the entity
expects to receive discounted using effective interest rate.
loss
Loss allowances for trade receivables, unbilled receivables,
lease receivables are
contract assets and finance
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
161
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)
Impairment of Investment in subsidiaries
The Company assesses investments in subsidiaries for
impairment whenever events or changes in circumstances
indicate that the carrying amount of the investment
may not be recoverable. If any such indication exists,
the Company estimates the recoverable amount of the
investment in subsidiary. The recoverable amount of
such investment is the higher of its fair value less cost
of disposal (FVLCD) and its value-in-use (VIU). The VIU of
the investment is calculated using projected future cash
flows. If the recoverable amount of the investment is less
than its carrying amount, the carrying amount is reduced
to its recoverable amount. The reduction is treated as an
impairment loss and is recognized in the statement of
profit and loss.
C) Non - financial assets
The Company assesses long-lived assets such as property,
plant and equipment, right-of-use assets 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.
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.
The recoverable amount of an asset or cash generating unit
is the higher of its fair value less cost of disposal (FVLCD)
and its value-in-use (VIU). The VIU of long-lived assets
is calculated using projected future cash flows. FVLCD
of a cash generating unit is computed using turnover
and earnings multiples. If the recoverable amount of the
asset or the recoverable amount of the cash generating
unit to which the asset belongs is less than its carrying
amount, the carrying amount is reduced to its recoverable
amount. The reduction is treated as an impairment loss
and is recognized in the statement of profit and loss. If at
the reporting date, there is an indication that a previously
assessed impairment loss no longer exists, the recoverable
amount is reassessed and the impairment losses previously
recognized are reversed such that the asset is recognized
at its recoverable amount but not exceeding written down
value which would have been reported if the impairment
losses had not been recognized initially. An impairment in
respect of goodwill is not reversed.
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
(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 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.
Re-measurement comprising actuarial gains or losses
and the return on plan assets (excluding interest) are
immediately recognized in other comprehensive income,
net of taxes and permanently excluded from profit or
loss. 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.
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 also maintains pension and similar
plans for employees outside India, based on the
country specific regulations. These plans are partially
funded, and the funds are managed by third party fund
managers. The plans provide for monthly payout after
retirement as per salary drawn and service period or
for a lumpsum payment as set out in rules of each
fund.
The Company’s obligation in respect of above plans,
which are defined benefit plans, are provided for based
on actuarial valuation using the projected unit credit
method. The Company recognizes actuarial gains and
losses in other comprehensive income, net of taxes.
b) Termination benefits
Termination benefits are expensed when the Company can
no longer withdraw the offer of those benefits.
c) Short-term benefits
Short-term employee benefit obligations are measured on
an undiscounted basis and are recorded as expense as the
related service is provided. A liability is recognized for the
amount expected to be paid under short-term cash bonus
or profit-sharing plans, if the Company has a present legal
or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation
can be estimated reliably.
d) Compensated absences
The employees of the Company are entitled to compensated
absences. The employees can carry forward a portion of
the unutilized accumulating compensated absences and
utilize it in future periods or receive cash at retirement
or termination of employment. The Company records an
obligation for compensated absences in the period in
which the employee renders the services that increases
this entitlement. The Company measures the expected
cost of compensated absences as the additional amount
that the Company expects to pay as a result of the unused
entitlement that has accumulated at the end of the
reporting period. The Company recognizes accumulated
compensated absences based on actuarial valuation
using the projected unit credit method. Non-accumulating
compensated absences are recognized in the period in
which the absences occur.
C. Gratuity and Pension
(xi) Share based payment transactions
In accordance with the Payment of Gratuity Act,
Selected employees of the Company receive remuneration in the
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Annual Report 2019-20
form of equity settled instruments or cash settled instruments,
for rendering services over a defined vesting period and for
Company’s performance-based stock options over the defined
period. Equity instruments granted are measured by reference
to the fair value of the instrument at the date of grant. In cases,
where equity instruments are granted at a nominal exercise
price, the intrinsic value on the date of grant approximates the
fair value. The expense is recognized in the statement of profit
and loss with a corresponding increase to the share options
outstanding account, a component of equity.
The equity instruments or cash settled 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 or cash
settled instruments that will eventually vest.
Cash Settled instruments granted are re-measured by reference
to the fair value at the end of each reporting period and at the
time of vesting. The expense is recognized in the statement of
profit and loss with a corresponding increase to the financial
liability.
(xii) 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.
(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.
Effective April 1, 2018, the Company adopted Ind AS 115
163
“Revenue from Contracts with Customers” using the cumulative
catch-up transition method, applied to contracts that were not
completed as of April 1, 2018. The adoption of the new standard
has resulted in a reduction of ` 1,605 in opening retained
earnings, primarily relating to certain contract costs because
these do not meet the criteria for recognition as costs to fulfil
a contract.
from customer contracts are considered
Revenues
for
recognition and measurement when the contract has been
approved by the parties to the contract, the parties to contract
are committed to perform their respective obligations under
the contract, and the contract is legally enforceable. Revenue
is recognized upon transfer of control of promised products
or services to customers in an amount that reflects the
consideration the Company expects to receive in exchange for
those products or services. To recognize revenues, the Company
applies the following five step approach: (1) identify the contract
with a customer, (2) identify the performance obligations in the
contract, (3) determine the transaction price, (4) allocate the
transaction price to the performance obligations in the contract,
and (5) recognize revenues when a performance obligation
is satisfied. When there is uncertainty as to collectability,
revenue recognition is postponed until such uncertainty is
resolved.
At contract inception, the Company assesses its promise to
transfer products or services to a customer to identify separate
performance obligations. The Company applies judgement
to determine whether each product or service promised to a
customer is capable of being distinct, and are distinct in the
context of the contract, if not, the promised products or services
are combined and accounted as a single performance obligation.
The Company allocates the arrangement consideration to
separately identifiable performance obligations based on their
relative stand-alone selling price or residual method. Stand-
alone selling prices are determined based on sale prices for
the components when it is regularly sold separately, in cases
where the Company is unable to determine the stand-alone
selling price the Company uses third-party prices for similar
deliverables or the Company uses expected cost-plus margin
approach in estimating the stand-alone selling price.
For performance obligations where control is transferred over
time, revenues are recognized by measuring progress towards
completion of the performance obligation. The selection of
the method to measure progress towards completion requires
judgment and is based on the nature of the promised products
or services to be provided.
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.
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
B. Fixed-price contracts
i) Fixed-price development contracts
from fixed-price contracts,
including
Revenues
software development, and
integration contracts,
where the performance obligations are satisfied
over time, are recognized using the “percentage-of-
completion” method. The performance obligations
are satisfied as and when the services are rendered
since the customer generally obtains control of the
work as it progresses. 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 is
not able to reasonably measure the progress of
completion, revenue is recognized only to the extent
of costs incurred for which recoverability is probable.
When total cost estimates exceed revenues in an
arrangement, the estimated losses are recognized in
the statement of profit and loss in the period in which
such losses become probable based on the current
contract estimates as an onerous contract provision.
A contract asset is a right to consideration that is
conditional upon factors other than the passage of
time. Contract assets primarily relate to unbilled
amounts on fixed-price development contracts and
are classified as non-financial asset as the contractual
right to consideration is dependent on completion of
contractual milestones.
A contract liability is an entity’s obligation to transfer
goods or services to a customer for which the entity
has received consideration (or the amount is due) from
the customer.
Unbilled receivables on other than fixed price
development contracts are classified as a financial
asset where the right to consideration is unconditional
upon passage of time.
ii) Maintenance contracts
related
Revenues
to fixed-price maintenance
contracts are recognized on a straight-line basis when
services are performed through an indefinite number
of repetitive acts over a specified period or ratably
using percentage of completion method when the
pattern of benefits from the services rendered to the
customers and the cost to fulfil the contract is not even
through the period of contract because the services
are generally discrete in nature and not repetitive.
Revenue for contracts in which the invoicing is
representative of the value being delivered,
is
recognized based on our right to invoice. If our invoicing
164
is not consistent with value delivered, revenues are
recognized as the service is performed using the
percentage of completion method.
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.
iii) Element or Volume based contracts
Revenues and costs are recognized as the related
services are rendered.
C. Products
Revenue on product sales are recognized when the
customer obtains control of the specified product.
D. Others
−
−
Any change in scope or price is considered as a
contract modification. The Company accounts for
modifications to existing contracts by assessing
whether the services added are distinct and whether
the pricing is at the stand-alone selling price. Services
added that are not distinct are accounted for on
a cumulative catch up basis, while those that are
distinct are accounted for prospectively, either as a
separate contract if the additional services are priced
at the stand-alone selling price, or as a termination of
the existing contract and creation of a new contract if
not priced at the stand-alone selling price.
The Company accounts for variable considerations
like, volume discounts, rebates, pricing incentives to
customers and penalties as reduction of revenue on
a systematic and rational basis over the period of the
contract. The Company estimates an amount of such
variable consideration using expected value method
or the single most likely amount in a range of possible
consideration depending on which method better
predicts the amount of consideration to which the
Company may be entitled and when it is probable that
a significant reversal of cumulative revenue recognized
will not occur when the uncertainty associated with
the variable consideration is resolved.
− Revenues are shown net of allowances/ returns,
sales tax, value added tax, goods and services tax and
applicable discounts and allowances.
−
the estimated cost of
The Company accrues
warranties at the time when the revenue is recognized.
The accruals are based on the Company’s historical
experience of material usage and service delivery
costs.
Annual Report 2019-20
−
−
−
−
−
Incremental costs that relate directly to a contract and
incurred in securing a contract with a customer are
recognized as an asset when the Company expects to
recover these costs and amortized over the contract
term.
The Company recognizes contract fulfilment cost as
an asset if those costs specifically relate to a contract
or to an anticipated contract, the costs generate or
enhance resources that will be used in satisfying
performance obligations in future; and the costs are
expected to be recovered. The asset so recognized is
amortized on a systematic basis consistent with the
transfer of goods or services to customer to which the
asset relates.
The Company assesses the timing of the transfer of
goods or services to the customer as compared to the
timing of payments to determine whether a significant
financing component exists. As a practical expedient,
the Company does not assess the existence of a
significant financing component when the difference
between payment and transfer of deliverables is a year
or less. If the difference in timing arises for reasons
other than the provision of finance to either the
customer or us, no financing component is deemed to
exist.
The Company may enter into arrangements with third
party suppliers to resell products or services. In such
cases, the Company evaluates whether the Company
is the principal (i.e. report revenues on a gross basis)
or agent (i.e. report revenues on a net basis). In doing
so, the Company first evaluates whether the Company
controls the good or service before it is transferred to
the customer. If Company controls the good or service
before it is transferred to the customer, Company is the
principal; if not, the Company is the agent.
Estimates of transaction price and total costs or
efforts are continuously monitored over the term of the
contract and are recognized in net profit in the period
when these estimates change or when the estimates
are revised. Revenues and the estimated total costs
or efforts are subject to revision as the contract
progresses.
(xiv) Finance costs
Finance costs comprise interest cost on borrowings and lease
liabilities, gain or losses arising on re-measurement of financial
assets at FVTPL, gains/ (losses) on translation or settlement
of foreign currency borrowings and changes in fair value and
gains/ (losses) on settlement of related derivative instruments.
Borrowing costs that are not directly attributable to a qualifying
asset are recognized in the statement of profit and loss using
the effective interest method.
165
(xv) Other income
Other income comprises interest income on deposits, dividend
income and gains / (losses) on disposal of investments. Interest
income is recognized using the effective interest method.
Dividend income is recognized when the right to receive payment
is established.
(xvi) Income tax
Income tax comprises current and deferred tax. Income tax
expense is recognized in the statement of profit and loss except
to the extent it relates to a business combination, or items
directly recognized in equity or in other comprehensive income.
a) Current income tax
Current income tax for the current and prior periods are
measured at the amount expected to be recovered from
or paid to the taxation authorities based on the taxable
income for the period. The tax rates and tax laws used
to compute the current tax amounts are those that are
enacted or substantively enacted as at the reporting date
and applicable for the period. While determining the tax
provisions, the Company assesses whether each uncertain
tax position is to be considered separately or together
with one or more uncertain tax positions depending the
nature and circumstances of each uncertain tax position.
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.
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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.
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.
(xxi) Non-current assets and disposal groups held for sale
Assets and liabilities of disposal groups that are 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 and liabilities
associated with 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.
(xxii) Disposal of assets
The gain or loss arising on disposal or retirement of assets is
recognized in the statement of profit and loss.
New Accounting standards adopted by the Company:
(xvii) Earnings per share
(xxiii) Ind AS 116 – Leases
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, 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 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 or future
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) Assets held for sale
is
Sale of business is classified as held for sale, if their carrying
amount
intended to be recovered principally through
sale rather than through continuing use. The condition for
classification as held for sale is met when disposal business is
available for immediate sale and the same is highly probable of
being completed within one year from the date of classification
as held for sale.
(xx) Discontinued operations
On April 1, 2019, the Company has adopted Ind AS 116, Leases,
which, applied to all lease contracts outstanding as at April 1,
2019, using modified retrospective method by recording the
cumulative effect of initial application as an adjustment to
opening retained earnings. The Company has made use of the
following practical expedients available in its transition to Ind
AS 116 -
(a) The Company will not reassess whether a contract is or
contains a lease. Accordingly, the definition of lease in
accordance with Ind AS 17 will continue to be applied to
lease contracts entered by the Company or modified by the
Company before April 1, 2019.
(b) The Company has applied a single discount rate to a
portfolio of leases of similar assets in similar economic
environment. Consequently, the Company has recorded its
lease liability using the present value of remaining lease
payments, discounted using the incremental borrowing
rate at the date of initial application and the right-of- use
asset at its carrying amount as if the standard had been
applied since the commencement date of the lease but
discounted using the incremental borrowing rate at the
date of initial application.
(c) The Company excluded the
measurement of the RoU asset;
initial direct costs from
(d) The Company does not recognize RoU assets and lease
liabilities for leases with less than twelve months of lease
term and low-value assets on the date of initial application.
The weighted average rate of discount applied to lease liabilities
as at April 1, 2019 is 5.6%.
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
On adoption of Ind AS 116,
a)
the Company had recognized right-of-use assets ` 6,835
and corresponding lease liabilities ` 7,618.
166
Annual Report 2019-20
b)
the net carrying value of assets procured under the finance
lease ` 143 (gross carrying and accumulated depreciation
value of ` 263 and ` 120, respectively) have been reclassified
from property, plant and equipment to right- of-use
assets.
c)
the obligations under finance leases of ` 596 (non-current
and current obligation under finance leases ` 152 and ` 444
respectively) have been reclassified to lease liabilities.
d) prepaid rent on leasehold land and other assets, which
were earlier classified under “Other Assets” have been
reclassified to right-of-use assets by ` 2,202.
The adoption of the new standard has resulted in a reduction
of ` 414 in retained earnings, net of deferred tax asset of ` 115.
During the year ended March 31, 2020, the Company recognized
in the statement of profit and loss-
a) Depreciation expense from right-of-use assets of ` 2,800
(Refer to Note 5)
b)
Interest expenses on lease liabilities of ` 426
c) Rent expense amounting to ` 17 pertaining to leases of
low-value assets and ` 1,812 pertaining to leases with less
than twelve months of lease term has been included under
facility expenses
d)
Income from subleasing right-of-use assets to subsidiaries
of ` 209.
Refer to Note 5 for additions to right-of-use assets during the
year ended March 31, 2020 and carrying amount of right-of-use
assets as at March 31, 2020 by class of underlying asset.
As of March 31, 2020, the Company is committed to certain
leases amounting to ` 1,399, which have not yet commenced.
The term of such leases ranges from 2 to 8 years.
Lease payments during the year are disclosed under financing
activities in the statement of cash flows.
The comparatives as at and for the year ended March 31, 2019
have not been retrospectively adjusted.
The adoption of Ind AS 116 did not have any material impact on
the Company’s statement of profit and loss and earnings per
share.
The difference between the lease obligation disclosed as of
March 31, 2019 under Ind AS 17 and the value of the lease
liabilities as of April 1, 2019 is primarily on account of practical
expedients exercised for low value assets and short term leases,
as at adoption of the standard, in measuring lease liability
and discounting the lease liabilities to the present value in
accordance with Ind AS 116.
Particulars
Operating lease commitments disclosed as at
March 31, 2019
(Less): Impact of discounting on opening lease
liability
(Less): Short-term leases not recognized as a
liability
(Less): Low-value leases not recognized as a
liability
(Less): Leases commencing after 1st April, but
entered into on or before 31st March
Total
` 9,711
(522)
(1,429)
-
(142)
Lease liability recognized as at April 1, 2019
` 7,618
Appendix C to Ind AS 12 - Uncertainty over income tax
treatments
Appendix C to Ind AS 12 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 Ind AS 12. The
adoption of Appendix C to Ind AS 12 did not have any material
impact on the standalone financial statements of the Company.
Amendment to Ind AS 12 – Income Taxes
The Ministry of Corporate Affairs issued amendments to Ind
AS 12 – Income Taxes. The amendments clarify that an entity
shall recognize the income tax consequences of dividends on
financial instruments classified as equity according to where
the entity originally recognized those past transactions or
events that generated distributable profits were recognized. The
adoption of amendment to Ind AS 12 did not have any material
impact on the standalone financial statements of the Company.
Amendment to Ind AS 19 - Plan Amendment, Curtailment or
Settlement
The Ministry of Corporate Affairs issued amendments to Ind AS
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. The adoption of amendment to Ind AS
19 did not have any material impact on the standalone financial
statements of the Company.
New Accounting Standards not yet adopted by the Company
Ministry of Corporate Affairs (“MCA”) notifies new standard
is no
or amendments to the existing standards. There
such notification which would have been applicable from
April 1, 2020.
167
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 4. Property, plant and equipment
Land
Buildings
Plant and
machinery
*
Furniture
and
fixtures
Office
equipment
Vehicles
Total
Gross carrying value:
As at April 1, 2019
Reclassified on adoption of
Ind AS 116
` 3,555
` 25,237
` 68,156
` 9,539
` 4,583
` 874 ` 111,944
-
-
(263)
-
-
-
(263)
Adjusted balance as at April 1, 2019
` 3,555
` 25,237
` 67,893
` 9,539
` 4,583
` 874 ` 111,681
-
-
20,461
20
Additions
55
8,418
9,265
1,729
994
Additions through business
combination
Disposals
-
-
-
(35)
18
(2,628)
1
(94)
1
(101)
(116)
(2,974)
As at March 31, 2020
` 3,610
` 33,620
` 74,548
` 11,175
` 5,477
` 758 ` 129,188
Accumulated depreciation/ impairment:
As at April 1, 2019
Reclassified on adoption of Ind AS
116
Adjusted balance as at April 1, 2019
Depreciation
Disposals
As at March 31, 2020
-
-
-
-
-
-
` 5,982
` 55,673
` 7,354
` 3,561
` 632 `
73,202
-
(120)
-
-
-
(120)
` 5,982
` 55,553
` 7,354
` 3,561
` 632 `
73,082
904
(14)
5,788
(2,286)
786
(43)
449
(11)
162
(102)
8,089
(2,456)
` 6,872
` 59,055
` 8,097
` 3,999
` 692 `
78,715
Net book value as at March 31, 2020
` 3,610
` 26,748
` 15,493
` 3,078
` 1,478
` 66 `
50,473
Gross carrying value:
As at April 1, 2018
Additions
Additions due to merger
Disposals
` 3,490
` 23,139
` 65,605
` 9,149
` 4,344
` 1,007 ` 106,734
65
-
-
2,193
66
6,875
114
863
38
332
10
2
-
10,330
228
(161)
(4,438)
(511)
(103)
(135)
(5,348)
As at March 31, 2019
` 3,555
` 25,237
` 68,156
` 9,539
` 4,583
` 874 `
111,944
Accumulated depreciation/ impairment:
As at April 1, 2018
Additions due to merger
Depreciation
Disposals
As at March 31, 2019
-
-
-
-
-
` 5,249
` 52,602
` 7,173
` 3,239
` 445 `
68,708
6
807
(80)
43
6,849
(3,821)
-
612
(431)
14
387
(79)
-
282
(95)
63
8,937
(4,506)
` 5,982
` 55,673
` 7,354
` 3,561
` 632 `
73,202
Net book value as at March 31, 2019
` 3,555
` 19,255
` 12,483
` 2,185
` 1,022
` 242 `
38,742
* Including net carrying value of computer equipment and software amounting to ` 9,959 and ` 8,893 as at March 31, 2020 and 2019,
respectively.
168
Annual Report 2019-20 5. Right-of-Use Assets
Gross carrying value:
As at April 1, 2019
Additions
Additions through business combination
Disposals
As at March 31, 2020
Accumulated depreciation
Depreciation
Disposals
As at March 31, 2020
Net book value as at March 31, 2020
*Includes computer equipment
6. Goodwill and other intangible assets
The movement in goodwill balance is given below:
Category of RoU asset
Land
Buildings
Plant and
machinery*
Vehicles
`
2,003
`
5,564
`
1,235
`
-
-
-
1,022
126
(27)
543
-
-
`
2,003
`
6,685
` 1,778
`
`
`
27
-
27
1,976
` 1,850
(18)
1,832
4,853
`
`
`
`
`
790
-
790
988
`
`
`
`
378
138
-
(44)
472
133
(4)
129
343
Total
`
9,180
1,703
126
(71)
`
0,938
`
2,800
(22)
2,778
8,160
`
`
Balance at the beginning of the year
Acquisition through business combination (Refer to Note 7)
Balance at the end of the year
Year ended
March 31, 2020
`
3,882
689
4,571
`
March 31, 2019
`
3,882
-
3,882
`
The Company is organized by three operating segments: IT Services, IT Products and India State Run Enterprises services. Goodwill as at
March 31, 2020 and 2019 has been allocated to the IT Services operating segment.
Below is the allocation of the goodwill to the CGUs:
Energy, Natural Resources and Utilities (ENU)
Banking Financial Services and Insurance (BFSI)
Total
As at
March 31, 2020
`
3,782
789
4,571
`
March 31, 2019
`
3,782
100
3,882
`
For 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 at March 31, 2020 and 2019 as the recoverable value of the CGUs exceeded
the carrying value. Further, none of the CGU’s tested for impairment as at March 31, 2020 and 2019 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.
169
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
Movement in intangible assets is given below:
Gross carrying value:
As at April 1, 2019
Additions through business combination
Disposals
As at March 31, 2020
Accumulated amortization/ impairment:
As at April 1, 2019
Amortization
Disposals
As at March 31, 2020
Net carrying value as at March 31, 2020
Gross carrying value:
As at April 1, 2018
Additions
Additions due to merger
Disposals
As at March 31, 2019
Accumulated amortization/ impairment:
As at April 1, 2018
Amortization
Additions due to merger
Disposals
As at March 31, 2019
Net carrying value as at March 31, 2019
Customer related Marketing related *
Intangible assets
`
`
`
`
`
`
`
`
`
`
2,913
2,294
-
5,207
1,527
520
-
2,047
3,160
2,913
-
-
-
2,913
1,151
376
-
-
1,527
1,386
`
`
`
`
`
`
`
`
`
`
485
32
-
517
485
2
-
487
30
78
-
407
-
485
78
-
407
-
485
-
Total
3,398
2,326
-
5,724
2,012
522
-
2,534
3,190
2,991
-
407
-
3,398
1,229
376
407
-
2,012
1,386
`
`
`
`
`
`
`
`
`
`
* Marketing related intangible assets include Technical Know-how, patents and trademarks.
Additions due to merger during the year ended March 31, 2019 represents value of intangibles taken over as a part of the merger
explained in footnotes to Note 34.
As at March 31, 2020, the estimated remaining amortization period for intangible assets acquired on acquisition are as follows:
Acquisition
Vara Infotech Private Limited
Other entities
7. Business Combination
Estimated remaining
amortization period
6.50 - 9.50 years
1.25 – 3 years
Summary of material acquisitions during the year ended March 31, 2020 is given below:
On September 30, 2019, the Company has acquired the customer contracts, leased facilities, assets and employees of Vara Infotech Private
Limited, through a Business Transfer Agreement for a cash consideration of ` 3,230. This transaction pertains to our service offerings in
BFSI industry vertical.
The following table presents the provisional purchase price allocation:
Description
Net assets
Customer related intangibles
Marketing related intangibles
Total
Goodwill
Total purchase price
170
Purchase price allocated
`
`
`
215
2,294
32
2,541
689
3,230
Annual Report 2019-20
The goodwill of ` 689 comprises value of acquired workforce and expected synergies arising from the business combination. The goodwill
was allocated to IT Services segment and is deductible for income tax purposes in India.
The pro-forma effects of this business combination on the Company’s results were not material.
8.
Investments
Non-current Investments
Financial instruments measured at FVTOCI
Equity instruments -unquoted (Refer to note 8.1)
Investment in Subsidiaries- unquoted (Refer to Note 8.4)
Aggregate amount of unquoted investments
Aggregate amount of impairment in value of investments in subsidiaries
Current Investments
As at
March 31, 2020
March 31, 2019
`
`
152
77,198
77,350
77,350
(7,356)
`
`
249
82,254
82,503
82,503
(7,356)
As at
March 31, 2020
March 31, 2019
Financial instruments measured at FVTPL
Investments in liquid and short-term mutual funds -unquoted (Refer to Note 8.5)
`
14,795
`
13,960
Financial instruments measured at FVTOCI
Commercial paper, Certificate of deposits and bonds -unquoted (Refer to note 8.2)
Non-convertible debentures, government securities and commercial papers - quoted
(Refer to note 8.3)
20,126
135,461
43,030
142,018
Financial instruments at amortized cost
Inter corporate and term deposits -unquoted *
Aggregate amount of quoted investments and aggregate market value thereof
Aggregate amount of unquoted investments
* These deposits earn a fixed rate of interest.
19,253
20,980
`
189,635
`
219,988
135,461
54,174
142,018
77,970
* Term deposits include deposits in lien with banks primarily on account of term deposits held as margin money deposits against
guarantees amounting to ` 796 (March 31, 2019: ` 463).
Details of investments:
8.1 Details of investments in equity instruments-other than subsidiaries (fully paid-up) – classified as FVTOCI
Particulars
Number of Shares
As at
Carrying value
As at
March 31, 2020
March 31, 2019
March 31, 2020
March 31, 2019
Non-Current
Mycity Technology Limited
Wep Peripherals Limited
Wep Solutions Limited
Drivestream India Private Limited
Altizon Systems Private Limited
WAISL Limited (formerly Wipro Airport IT Services
Limited) (Refer to Note 23)
Total
44,935
306,000
1,836,000
267,600
23,758
550,000
`
-
68
27
19
38
-
`
-
40
40
19
144
6
`
152
`
249
44,935
306,000
1,836,000
267,600
23,758
-
171
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
8.2 Investment in certificate of deposits/ commercial papers and bonds (unquoted) – classified as FVTOCI
Particulars of issuer
Current
Axis Bank
National Bank for Agriculture and Rural Development
Small Industries Development Bank of India
ICICI Bank
Kotak Mahindra Investments Limited
Kotak Mahindra Prime Limited
Aditya Birla Finance Limited
Tata Capital Housing Finance Limited
Tata Capital Financial Services Limited
Kotak Mahindra Bank
HDFC Bank Limited
HDB Financial Services Limited
Total
As at
March 31, 2020
March 31, 2019
` 9,139
` 4,309
8,833
1,197
957
-
-
-
-
-
-
-
-
1,000
4,302
11,311
2,864
2,585
1,988
1,881
1,499
9,362
992
937
` 20,126
` 43,030
8.3 Investment in non-convertible debentures, government securities and commercial papers (quoted) – classified as FVTOCI
Particulars of issuer
Current
National Highways Authority of India
Rural Electrification Corporation Limited
HDB Financial Services Limited
Government Securities
Power Finance Corporation Limited
Kotak Mahindra Prime Limited
Tata Capital Financial Services Limited
Small Industries Development Bank of India
Kotak Mahindra Investments Limited
Housing Development Finance Corporation Limited
Indian Railway Finance Corporation Limited
National Bank for Agriculture and Rural Development
Aditya Birla Finance Limited
Axis Bank
NTPC Limited
Tata Capital Housing Finance Limited
HDFC Bank Limited
ANZ Bank
LIC Housing Finance Limited
Total
172
As at
March 31, 2020
March 31, 2019
` 18,802
` 18,055
14,114
13,633
12,978
12,248
12,090
12,000
8,914
8,283
5,692
4,857
4,574
1,882
1,823
1,679
1,273
614
5
-
4,929
13,038
6,862
13,169
10,855
13,708
4,912
5,238
7,151
4,473
13,460
11,596
517
417
5,765
462
3
7,408
` 135,461
` 142,018
Annual Report 2019-20 8.4 Details of investment in unquoted equity and preference instruments of subsidiaries (fully paid up)
Name of the subsidiary
Currency
Face Value
Number of Units as at
Balances as at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Non-Current
Equity Instrument
Wipro Trademarks Holding Limited
Wipro Travel Services Limited
Wipro, LLC
Wipro Japan KK
Wipro Japan KK
Wipro Shanghai Limited
Wipro IT Services SE (formerly known as
Wipro Cyprus SE)
Wipro Networks Pte Limited
Wipro Chengdu Limited
Wipro Overseas IT Services Pvt. Ltd.
Wipro Holdings (UK) Limited
Wipro IT Services Bangladesh Limited
Wipro HR Services India Private Limited
(formerly known as Alight HR Services
India Private Limited)
Sub-total
Preference Shares
`
`
USD
JPY
USD
EUR
SGD
`
USD
BDT
INR
10
10
-
Note 1
Note 2
1
1
93,250
66,171
`
`
22
1
22
1
93,250
66,171
-
650
16
-
-
650
16
-
50,496
50,496
6
640
9
18,903
1,339
24
^
4,480
359
8,275
6
641
9
18,903
1,339
24
^
4,480
359
8,275
163,617
163,617
28,126,108
28,126,108
Note 2
-
-
10
1
10
10
50,000
50,000
130,151,974
130,151,974
42,499,990
42,499,990
70,10,000
70,10,000
Wipro IT Services SE (formerly known as
Wipro Cyprus SE) (Redeemable)
EUR
1
Sub-total
Total Non-Current
Current
Wipro Airport IT Services Limited (Refer
to note 23)
`
10
Total Current
Total investment in unquoted equity and preference instruments of subsidiaries
Less: Impairment in value of investments in subsidiaries (Note 3 below)
Net investment in unquoted equity and preference instruments of subsidiaries
-
-
` 84,554
` 84,555
45,000
`
`
-
-
`
`
5,055
5,055
` 84,554
` 89,610
5,50,000
-
-
`
^
-
`
` 84,554
` 89,610
(7,356)
(7,356)
` 77,198
` 82,254
Note 1 - As per the local laws of Japan, the Shares do not have face value.
Note 2 - As per the local laws of People’s Republic of China, there is no requirement of number of shares and face value thereof. Hence
the investment by the Company is considered as equity contribution.
Note 3 - The impairment is on account of diminution in the value of a step subsidiary of Wipro LLC due to the uncertainties around the
Affordable Care Act.
8.5 Details of Investments in liquid and short-term mutual funds -unquoted – classified as FVTPL
Particulars
As at
As at
Number of Shares
Carrying Value
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
HDFC Arbitrage Fund - Wholesale Plan - Growth
Kotak Equity Arbitrage Fund - Direct Plan - Growth
SBI Overnight Fund Direct Plan Growth
IDFC Arbitrage Fund - Growth - Direct Plan
ICICI Prudential Equity Arbitrage Fund - Direct Plan -
Growth
UTI Overnight Fund Direct Plan Growth
UTI Arbitrage Fund-Growth Plan
L&T Cash Fund Direct Plan Growth
-
-
388,332
-
-
462,995
-
168,996
` 2,100
`
1,974
1,616
1,241
1,229
1,113
996
718
-
-
1,201
-
-
1,203
-
250
141,089,753
67,906,978
496,725
48,133,290
45,551,909
407,120
36,445,590
460,742
173
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Particulars
As at
As at
Number of Shares
Carrying Value
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Axis Overnight Fund
DSP Overnight Fund Direct Plan Growth
HSBC Overnight Fund
Invesco India Overnight Fund
590,406
488,697
479,479
495,317
389,144
345,742
-
-
ICICI Prudential Overnight Fund Direct Growth
4,526,064
5,864,741
HDFC Overnight Fund Direct Plan Growth
ABSL Overnight Fund Direct Plan Growth
Sundaram Overnight Fund
Tata Overnight Fund
IDFC Overnight Fund
Kotak Overnight Fund
HDFC Arbitrage Fund - Wholesale Plan - Monthly Dividend-
Direct Plan
IDFC Arbitrage Fund – Monthly Dividend- Direct Plan
ICICI Prudential Equity Arbitrage Fund - Direct Plan -
Dividend
Kotak Equity Arbitrage - Direct - Fortnight Dividend
Religare Ultra Short Term Fund - Institutional Growth
Reliance Interval Fund - Monthly Series I - IP - Dividend
Total Investments in liquid and short-term mutual funds
-unquoted
^ Value of investment is less than `1.
9. Trade receivables
145,665
231,342
228,041
107,199
67,569
62,144
-
-
-
-
-
-
70,899
1,771,126
-
250,125
594,622
691,520
200,321,433
88,833,898
79,919,884
83,782,796
15
15
623
522
500
500
488
432
250
242
113
72
66
-
-
-
-
-
-
390
351
-
-
600
200
1,818
-
250
602
700
2,097
1,168
1,158
1,972
^
^
` 14,795
` 13,960
Unsecured
Considered good
Considered doubtful
Less: Allowance for lifetime expected credit loss
Included in the balance sheet 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
Translation adjustment
Balance at the end of the year
174
As at
March 31, 2020
March 31, 2019
`
97,032
`
94,836
10,581
11,631
`
107,613
`
106,467
(10,581)
(11,631)
`
97,032
`
94,836
4,462
92,570
4,373
90,463
As at
March 31, 2020
March 31, 2019
`
11,631
`
11,514
857
(1,989)
82
729
(575)
(37)
`
10,581
`
11,631
Annual Report 2019-20 10. Cash and cash equivalents
Cash and cash equivalents as at March 31, 2020 and 2019 consist of the following:
Balances with banks
Current accounts
Unclaimed dividend
Demand deposits *
Cheques, drafts on hand
As at
March 31, 2020
March 31, 2019
`
13,233
`
18,838
85
90,970
152
93
84,818
153
`
104,440
`
103,902
* 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 statement of cash flows:
Cash and cash equivalents
Bank overdrafts
11. Other Financial Assets
Non-current
Security deposits
Other deposits
Interest receivable
Finance lease receivables
Current
Dues 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
175
As at
March 31, 2020
104,440
-
`
March 31, 2019
103,902
(3)
`
`
104,440
`
103,899
As at
March 31, 2020
March 31, 2019
`
`
`
`
`
1,266
253
1,139
1,758
4,416
` 792
2,030
2,444
886
655
887
7,694
(887)
6,807
11,223
`
`
`
`
`
`
1,043
337
1,139
1,324
3,843
591
908
1,714
949
1,651
810
6,623
(810)
5,813
9,656
As at
March 31, 2020
March 31, 2019
`
`
810
176
(99)
887
`
`
790
218
(198)
810
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
Finance lease receivables
Leasing arrangements
Finance lease receivables consist of assets that are leased to customers for contract terms ranging from 1 to 7 years, with lease payments
due in monthly or quarterly installments. Details of finance lease receivables is given below:
Minimum lease
payments
Present value of minimum
lease payments
As at March 31,
2020
2019
2020
2019
Not later than one year
`
2,169
`
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
1,846
-
-
4,015
(227)
999
1330
44
-
2,373
(141)
`
2,030
`
908
1,758
1,283
-
-
3,788
-
41
-
2,232
-
Present value of minimum lease payment receivables
`
3,788
`
2,232
`
3,788
`
2,232
Included in the balance sheet as follows:
- Non-current finance lease receivables
- Current finance lease receivables
12. Inventories
Finished goods [including goods in transit - `2] (`1 for March 31, 2019)
Stock-in-trade
Stores and spares
13. Other assets
Non-current
Capital advances
Prepaid expenses
Costs to obtain contract*
Others
Current
Prepaid expenses
Dues from officers and employees
Advances to suppliers
Costs to obtain contract*
Balance with GST and other authorities
Total
1,758
2,030
1,324
908
As at
March 31, 2020
March 31, 2019
`
3
1,125
613
`
3
2,724
676
`
1,741
`
3,403
As at
March 31, 2020
March 31, 2019
`
1,537
`
1,354
3,976
579
3,046
4,970
528
5,337
`
9,138
` 12,189
`
7,754
` 10,120
428
2,534
684
6,869
882
2,000
731
4,907
` 18,269
` 27,407
` 18,640
` 30,829
* Amortization during the year ended March 31, 2020 and 2019 amounts to ` 713 and ` 689, respectively.
176
Annual Report 2019-20 14. Share Capital
Authorized capital
12,504,500,000 (March 31, 2019: 12,504,500,000) equity shares
[Par value of ` 2 per share]
25,000,000 (March 31, 2019: 25,000,000) preference shares [Par value of ` 10 per
share]
150,000 (March 31, 2019:1,50,000) 10% Optionally convertible cumulative preference
shares [Par value of ` 100 per share]
Issued, subscribed and fully paid-up capital
5,713,357,390 (March 31, 2019: 6,033,935,388) equity shares of ` 2 each
As at
March 31, 2020
March 31, 2019
`
25,009
`
25,009
250
15
250
15
`
25,274
`
25,274
11,427
`
11,427
12,068
`
12,068
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 final dividend proposed by the Board of Directors is subject
to shareholders approval in the ensuing Annual General Meeting.
Following is the summary of per share dividends recognized as distributions to equity shareholders:
Interim dividend (Board recommended the adoption of the interim dividend as the final
dividend)
For the year ended
March 31, 2020
March 31, 2019
` 1 per share
` 1 per share
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
Opening number of equity shares / American Depository
Receipts (ADRs) outstanding
Equity shares issued pursuant to Employee Stock Option
Plan *
Issue of bonus shares (Refer to note 30)
Buyback of equity shares (Refer to note 30)
Closing number of equity shares / ADRs outstanding
As at March 31, 2020
As at March 31, 2019
No. of Shares
` Million
No. of Shares
` Million
6,033,935,388
12,068
4,523,784,491
9,048
2,498,925
5
1,681,717
-
(323,076,923)
5,713,357,390
-
(646)
11,427
1,508,469,180
-
6,033,935,388
4
3,016
-
12,068
*4,607,772 and 2,599,183 shares have been issued by the controlled trust to eligible employees on exercise of options during the year
ended March 31, 2020 and 2019 respectively.
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, 2020
As at March 31, 2019
No. of Shares
% held
No. of Shares
938,946,043
16.43
989,215,999
1,127,392,315
19.73
1,187,751,441
1,143,118,360
757,398,687
20.01
13.26
1,204,319,438
797,948,834
% held
16.39
19.68
19.96
13.22
177
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
iii. Other details of equity shares for a period of five years immediately preceding March 31, 2020
(a) 323,076,923 equity shares were bought back by the Company during the year ended March 31, 2020. Refer to Note 30
(b) 1,508,469,180 bonus shares were issued during the year ended March 31, 2019. Refer to note 30.
(c) 2,433,074,327 bonus shares were issued during the year ended March 31, 2018.
(d) 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.
iv. Shares reserved for issue under option
For details of shares reserved for issue under the employee stock option plan of the Company, Refer to note 32.
15. Borrowings
Non-current
Secured
Long term maturities of obligations under finance leases *
Unsecured
Loans from institutions other than banks **
Total Non-current
Current
Unsecured
Bank overdrafts
Loans from institutions other than banks **
Borrowings from banks
Total current borrowings
Total borrowings
As at
March 31, 2020
March 31, 2019
`
`
`
`
`
`
-
251
251
-
-
50,019
50,019
50,270
`
`
`
`
`
`
152
68
220
3
19
50,500
50,522
50,742
* Current obligations under financial leases amounting to ` Nil (March 31, 2019: ` 444) is classified under “Other current financial
liabilities”. Refer to note 33.
** Current obligations under Loans from institutions other than banks amounting to ` 189 (March 31, 2019: ` 93) is classified under “Other
current financial liabilities”.
Short-term borrowings
Unsecured bank overdrafts
Unsecured loans from institutions other
than banks
Indian Rupee
-
`
-
As at March 31, 2020
Interest rate
N.A
N.A
Interest rate
N.A
N.A
As at March 31, 2019
Indian Rupee
`
3
19
Unsecured borrowings from banks
50,019
LIBOR / T-Bill + Spread
1.39% - 5.30%
50,500
`
50,019
`
50,522
The principal source of Short-term borrowings from banks as at March 31, 2020 primarily consists of lines of credit of approximately `
17,960 (2019: ` 7,979) and U.S. Dollar (U.S. $) 909 Million (2019: U.S. $ 1,165 Million) from bankers for working capital requirements and
other short-term needs. As at March 31, 2020, the Company has unutilized lines of credit aggregating ` 4,260 (2019: ` 7,957) and U.S.$
429 Million (2019: U.S. $ 435 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.
The Company has non-fund based revolving credit facilities in INR amounting to ` 30,726 and ` 33,791 as at March 31, 2020 and 2019,
respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As at March 31,
2020 and 2019, an amount of ` 17,215 and ` 20,174, respectively, was unutilized out of these non-fund based facilities.
178
Annual Report 2019-20
Long-term borrowings
A summary of long- term borrowings is as follows:
Currency
As at March 31, 2020
Foreign
currency in
millions
Indian
Rupee
Interest rate
Final
maturity
As at March 31, 2019
Foreign
currency in
millions
Indian
Rupee
Unsecured Loans from institutions other
than banks
Indian Rupee
Secured obligations under finance leases
NA
` 440
8.29% - 9.35%
March 2024
NA
` 440
-
` 440
`
`
`
161
161
596
757
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, 2020 and 2019, the Company has met all the covenants under these
arrangements.
Cash and non-cash changes in liabilities arising from financing activities:
Non-Cash Changes
April 1, 2019
Cash flow
Ind AS 116
Adoption
Borrowings from banks
` 50,500
`
(4,584)
`
Bank overdrafts
Obligations under finance leases*
Loans from institutions other than
banks*
Lease Liabilities
Total
3
596
180
-
(3)
-
260
Additions
to lease
liabilities
`
-
-
-
-
-
-
(596)
-
Foreign
exchange
movements
March 31,
2020
`
4,103
` 50,019
-
-
-
-
-
440
9,121
(3,255)
8,214
3,772
390
` 51,279
`
(7,582)
`
7,618
`
3,772
`
4,493
` 59,580
April 1, 2018
Cash flow
Non-Cash Changes
Assets taken
on finance
lease
Foreign
exchange
movements
March 31,
2019
Borrowings from banks
Bank overdrafts
External commercial borrowings *
Obligations under finance leases *
Loans from institutions other than banks*
`
42,479
`
6,911
`
3,998
9,777
1,407
367
(3,995)
(10,064)
(805)
(186)
Total
` 58,028
`
(8,139)
`
* Includes current obligations under borrowings classified under “Other current financial liabilities”
-
-
-
2
-
2
`
1,110
`
50,500
-
287
(8)
(1)
3
-
596
180
`
1,388
`
51,279
Significant portion of loans, borrowings and bank overdrafts bear floating rates of interest, referenced to LIBOR or other similar country
specific official benchmark interest rates and a spread, determined based on market conditions.
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, 2020 and 2019, the Company has met all the covenants under these
arrangements.
Obligations under finance leases amounting to ` 596 as at March 31, 2019 were secured by underlying property, plant and equipment.
Interest expense on borrowings was ` 1,721 and ` 1,762 for the year ended March 31, 2020 and 2019, respectively.
179
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 16. Micro, small and medium enterprises
The disclosure pursuant to the Micro, Small and Medium Enterprises Development Act, 2006, [MSMED Act] as at March 31, 2020 and
March 31, 2019 is as under:
Particulars
(a) Principal amount remaining unpaid
(b) Interest due thereon remaining unpaid
(c) 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
(d) 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
(e) Interest accrued and remaining unpaid
(f) Further 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 or the
purpose of disallowance as a deductible expenditure under section 23.
As at
March 31, 2020
`
131
-
March 31, 2019
`
37
1
294
437
-
3
-
-
4
1
This information has been determined to the extent such parties have been identified on the basis of information available with the
Company.
17. Other financial liabilities
Non-current
Cash Settled ADS RSUs (Refer to note 32)
Current
Salary Payable
Current maturities of long-term borrowings (Refer to note 15)
Current maturities of obligation under finance lease (Refer to note 15)
Interest accrued but not due on borrowing
Unclaimed dividends
Cash Settled ADS RSUs (Refer to note 32)
Others
Total
18. Provisions
Non-current:
Provision for employee benefits
Provision for warranty
Current:
Provision for employee benefits
Provision for warranty
Others
Total
180
As at
March 31, 2020
March 31, 2019
`
`
`
`
`
146
146
15,772
189
-
23
85
350
2,238
18,657
18,803
`
`
`
`
`
-
-
21,873
93
444
35
93
-
2,452
24,990
24,990
As at
March 31, 2020
March 31, 2019
`
`
`
`
`
2,131
2
2,133
10,296
317
689
11,302
13,435
`
`
`
`
`
1,194
2
1,196
8,300
274
716
9,290
10,486
Annual Report 2019-20
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 in provision for warranty and other provisions is as follows:
Particulars
Provision at the beginning of the year
Additions during the year, net
Utilized/ reversed during the year
Provision at the end of the year
Included in the balance sheet as follows:
Non-current portion
Current portion
19. Other liabilities
As at March 31, 2020
As at March 31, 2019
Provision for
warranty
Others
Total
Provision for
warranty
Others
Total
`
`
`
`
276
359
(316)
319
2
317
`
`
`
`
716
139
(166)
689
-
689
`
992
498
(482)
` 1,008
`
2
` 1,006
`
`
`
`
272
291
(287)
276
2
274
` 1,150
304
(462)
992
2
990
`
`
`
`
`
`
`
878
13
(175)
716
-
716
As at
Non-current
Others
Current
Statutory and other liabilities
Advance from customers
Others
Total
20. Financial instruments
Financial assets and liabilities (carrying value / fair value)
Assets
Cash and cash equivalents
Investments
Financial instruments at FVTPL
Financial instruments at FVTOCI
Financial instruments at amortized cost
Investment in Subsidiaries
Loans to Subsidiaries
Other financial assets
Trade receivables
Unbilled receivables
Other assets
Derivative assets
181
March 31, 2020
March 31, 2019
`
`
`
`
`
3,770
3,770
3,207
1,316
126
4,649
8,419
`
`
`
`
`
3,117
3,117
3,780
1,077
815
5,672
8,789
As at
March 31, 2020
March 31, 2019
`
104,440
`
103,902
14,795
155,739
19,253
77,198
9,472
97,032
17,964
11,223
2,964
13,960
185,297
20,980
82,254
-
94,836
16,023
9,656
5,093
`
510,080
`
532,001
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
Liabilities
Trade payables and other payables
Trade payables
Other financial liabilities
Borrowings**
Derivative liabilities
As at
March 31, 2020
March 31, 2019
`
45,426
18,614
50,459
7,369
`
47,655
24,453
51,279
1,270
`
121,868
`
124,657
** Includes current obligation under borrowings classified under 'other current financial liabilities'.
Offsetting financial assets and liabilities
The following table contains information on other financial assets and trade payables and other payables subject to offsetting:
Financial Assets:
Gross amounts of recognized other 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
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, 2020
March 31, 2019
`
`
`
`
132,343
(6,124)
126,219
70,164
(6,124)
64,040
`
`
`
`
126,612
(6,097)
120,515
78,205
(6,097)
72,108
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 receivables, finance lease receivables,
employee and other advances, eligible current and non-current assets, borrowings, trade payables, and eligible current liabilities and
non-current liabilities.
The fair value of cash and cash equivalents, trade receivables, unbilled receivables, 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 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, 2020, and 2019 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.
182
Annual Report 2019-20 Particular
Assets
Derivative instruments:
Cash flow hedges
Others
Investments:
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:
As at March 31, 2020
As at March 31, 2019
Total
Fair value measurements at
reporting date
Total
Fair value measurements at
reporting date
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
`
1,382
1,582
- `
-
1,382
1,582
- `
-
3,149
1,944
- `
-
3,149
1,944
Investment in liquid and short-term
mutual funds
Investment in equity instruments-
other than subsidiaries
Commercial paper, Certificate of
deposits and bonds
14,795
14,795
152
-
-
-
-
13,960
13,960
152
249
-
-
-
155,587
12,983
142,604
-
185,048
6,865
178,183
Liabilities
Derivative instruments:
Cash flow hedges
Others
(4,057)
(3,312)
-
-
(4,057)
(3,312)
-
-
(130)
(1,140)
-
-
(130)
(1,140)
-
-
-
249
-
-
-
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 derivative financial instruments with various counterparties, 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, 2020, the changes in counterparty credit risk had no material effect on
the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair
value.
Investment in commercial papers, certificate of deposits and bonds: Fair value of these instruments is derived based on the indicative
quotes of price and yields prevailing in the market as at reporting date.
The following methods and assumptions were used to estimate the fair value of the level 3 financial instruments included in the above
table.
Investment in equity instruments: Fair value of these instruments is determined using market and income approaches.
Details of assets and liabilities considered under Level 3 classification
Particulars
Balance as at April 1, 2018
Additions
Additions on account of merger
Disposals
Loss recognized in other comprehensive income
`
Investment in equity instruments
1,773
51
352
(454)
(1,473)
183
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
Details of assets and liabilities considered under Level 3 classification
Particulars
Balance as at March 31, 2019
Balance as at April 1, 2019
Additions
Disposals
Loss recognized in other comprehensive income
Balance as at March 31, 2020
`
`
Investment in equity instruments
249
249
-
(6)
(91)
152
`
As at March 31, 2020 and 2019, a one percentage point change in the unobservable inputs used in fair valuation of Level 3 assets does not
have a significant impact on its value.
Derivative assets and liabilities:
The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities and 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 and 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:
March 31, 2020
March 31, 2019
Notional
Fair Value
Notional
Fair Value
As at
(in millions)
Designated derivative instruments
Sell: Forward contracts
Range forward option contracts
Non-designated derivative instruments
Sell: Forward contracts
Range forward option contracts
(2,902)
240
231
741
(1,057)
-
(13)
85
(3,177)
112
34
115
8
1
153
(1)
-
13
4
(8)
31
16
1
4
1
-
-
-
-
USD
£
€
AUD
USD
AUD
£
€
USD
£
€
AUD
SGD
ZAR
CAD
SAR
AED
PLN
CHF
QAR
TRY
NOK
OMR
SEK
MYR
JPY
USD
€
£
333
-
-
97
1,067
56
191
153
1,065
1
32
82
11
56
56
123
9
38
10
3
28
29
1
35
-
-
150
31
71
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
1,410
-
-
15
1,149
39
68
349
1,377
(1)
55
28
1
14
40
(1)
^
15
^
(1)
12
4
(1)
5
-
-
161
12
57
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
USD
£
€
AUD
USD
AUD
£
€
USD
£
€
AUD
SGD
ZAR
CAD
SAR
AED
PLN
CHF
QAR
TRY
NOK
OMR
SEK
MYR
JPY
USD
€
£
1,011
52
121
144
474
-
98
39
1,138
81
59
56
7
17
51
60
-
34
7
19
30
19
2
13
20
325
-
-
-
184
Annual Report 2019-20
Buy: Forward contracts
^ Value is less than ` 1.
March 31, 2020
As at
Notional
USD
MXN
JPY
DKK
480
11
-
9
Fair Value
`
`
`
`
`
972
(9)
-
-
(4,405)
March 31, 2019
Notional
Fair Value
USD
MXN
JPY
DKK
730
9
154
75
`
`
`
`
`
(971)
^
^
(13)
3,824
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, 2020
March 31, 2019
`
`
`
`
3,024
(201)
(2,322)
(3,377)
(5,900)
(2,876)
561
(2,315)
`
`
`
`
(136)
6
1,072
2,082
3,160
3,024
(600)
2,424
*Includes net gain/(loss) reclassified to revenue (March 31, 2020: ` (4,761), March 31, 2019: ` 2,585) and cost of revenues (March 31, 2020:
` 1,384, March 31, 2019: ` (503)).
The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2020 are expected to occur and be reclassified
to the statement of profit and loss over a period of three years.
As at March 31, 2020 and 2019, 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 receivables, 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, 2020 and
March 31, 2019 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
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,
185
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
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 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.
As at March 31, 2020, a ` 1 increase in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 1,972
(statement of profit and loss ` 658 and other comprehensive income ` 1,314) decrease in the fair value, and a ` 1 decrease would result
in approximately ` 1,912 (statement of profit and loss ` 658 and other comprehensive income ` 1,254) increase in the fair value of foreign
currency dollar denominated derivative instruments (forward and option contracts).
The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2020 and 2019:
Particulars
US $
Euro
Pound
Sterling
Australian
Dollar
Canadian
Dollar
As at March 31, 2020
Trade receivables
Unbilled receivables
Contract Asset
Cash and cash equivalents
Other assets
Loans to subsidiaries
Lease Liabilities
Loans, borrowings and bank
overdrafts
Trade payables and other financial
liabilities*
Net assets/ (liabilities)
` 47,821
9,955
5,504
6,878
1,713
9,472
(2,532)
(36,319)
`
9,839
933
1,491
1,475
1,413
-
(1,712)
-
`
7,825
2,165
2,845
1,361
168
-
(373)
-
`
3,183
782
654
586
361
-
(214)
-
`
2,339
292
146
1,292
65
-
(16)
-
`
Other
currencies
#
7,082
994
654
1,531
896
-
(1,328)
Total
`
78,089
15,121
11,294
13,123
4,616
9,472
(6,175)
-
(36,319)
(28,542)
(3,433)
(3,730)
(1,420)
(604)
(2,701)
(40,430)
`
13,950
`
10,006
` 10,261
`
3,932
`
3,514
`
7,128
`
48,791
As at March 31, 2019
Particulars
US $
Euro
Pound
Sterling
Australian
Dollar
Canadian
Dollar
Other
currencies
#
Total
Trade receivables
Unbilled receivables
Contract Asset
Cash and cash equivalents
Other assets
Borrowings *
Trade payables and other financial
liabilities*
Net assets/ (liabilities)
`
44,265
7,209
4,495
9,295
1,483
(50,516)
` 8,677 `
1,564
1,390
1,771
958
(20)
5,779 `
3,145
2,270
1,574
124
(21)
3,730 `
1,225
836
975
764
(33)
2,208 `
199
150
1,929
17
-
9,023 `
660
476
1,989
259
(21)
73,682
14,002
9,617
17,533
3,605
(50,611)
(27,899)
(3,836)
(4,365)
(1,520)
(801)
(2,768)
(41,189)
`
(11,668)
`
10,504 `
8,506 `
5,977 `
3,702 `
9,618 `
26,639
# Other currencies reflect currencies such as Japanese Yen, Swedish Krone, Saudi Riyal, UAE Dirham, Swiss Franc, Singapore Dollar etc.
* Includes current obligation under borrowings classified under “Other current financial liabilities”
186
Annual Report 2019-20 As at March 31, 2020 and 2019, respectively, every 1% increase/decrease in the respective foreign currencies compared to functional
currency of the Company would impact results by approximately ` 488 and ` 266, 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 as on March 31, 2020, additional net annual interest expense on floating rate
borrowing would amount to approximately ` 500.
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, forward
looking macroeconomic information, 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 at March 31, 2020 and 2019, and revenues for
the year ended March 31, 2020 and 2019. 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 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 at March 31, 2020, 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(1)(3)
Lease Liabilities(3)
Trade payables and other financial liabilities
Derivative liabilities
As at March 31, 2020
Carrying
value
Less than 1
year
1-2 years
2-4years
Beyond 4
years
Total
` 50,459
` 51,156
`
136
`
115
`
-
` 51,407
9,121
64,040
7,369
3,490
63,894
7,231
2,959
2,652
842
83
90
63
48
Contractual cash flows
As at March 31, 2019
Carrying
value
Less than 1
year
1-2 years
2-4years
Beyond 4
years
Borrowings(2)(3)
Trade payables and other financial liabilities(2)
Derivative liabilities
` 51,279
` 51,872
`
207
`
21
`
72,108
72,108
1,270
1,270
-
-
-
-
(1)
(2)
(3)
Includes current obligation under borrowings classified under “Other current financial liabilities”
Includes current obligation under borrowings and financial leases classified under “Other current financial liabilities”
Includes future cash outflow toward estimated interest on borrowings and lease liabilities.
187
9,943
64,040
7,369
Total
` 52,100
72,108
1,270
-
-
-
-
-
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements The balanced view of liquidity and financial indebtedness is stated in the table below. This calculation of the net cash position is used by
the management for external communication with investors, analysts and rating agencies:
Cash and cash equivalents
Investments
Borrowings*
Loans to subsidiaries
As at
March 31, 2020
`
104,440
189,635
(50,459)
9,472
March 31, 2019
`
103,902
219,988
(51,279)
-
`
253,088
`
272,611
* Includes current obligation under borrowings classified under “Other current financial liabilities” as at March 31, 2020.
* Includes current obligation under borrowings and financial leases classified under “Other current financial liabilities” as at
March 31, 2019
21. 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:
Unrealized gains on investment securities
Gains/(losses) on cash flow hedging derivatives
Defined benefit plan actuarial gains / (losses)
Total income taxes
Income tax expense consists of the following:
Current taxes
Domestic
Foreign
Deferred taxes
Domestic
Foreign
Total income tax expense
Year ended
March 31, 2020
March 31, 2019
`
`
22,067
1,203
(230)
(1,161)
(169)
21,710
`
`
22,725
(160)
69
(629)
(42)
21,963
Year ended
March 31, 2020
March 31, 2019
`
`
`
`
`
18,038
4,029
22,067
1,705
(502)
1,203
23,270
`
`
`
`
`
17,766
4,959
22,725
(196)
36
(160)
22,565
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
188
Year ended
March 31, 2020
March 31, 2019
`
`
`
110,077
34.94%
38,461
`
`
98,705
34.94%
34,488
(12,630)
`
(16,057)
721
(796)
Annual Report 2019-20
Income taxed at higher/ (lower) rates
Taxes related to prior years
Changes in unrecognized deferred tax assets
Expenses disallowed for tax purpose
Others, net
Total income taxes expenses
Effective income tax rate
The components of deferred tax assets and liabilities are as follows:
Carry-forward losses
Other liabilities
Allowances for lifetime expected credit losses
MAT Credit
Property, plant and equipment
Cash flow hedges
Others
Property, plant and equipment
Amortisable goodwill
Interest income and fair value movement of investments
Cash flow hedges
SEZ Re-investment Reserve
Net deferred tax assets
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, 2020
Particulars
Carry-forward losses
Other liabilities
Allowances for lifetime expected credit losses
Cash flow hedges
Property, plant and equipment
Amortisable goodwill
Interest income and fair value movement of investments
MAT Credit
SEZ Re-investment Reserve
Others
Total
Year ended
March 31, 2020
March 31, 2019
(318)
196
(4,633)
1,476
(3)
212
(1,092)
4,399
1,415
(4)
`
23,270
`
22,565
21.14%
22.86%
As at
`
March 31, 2020
201
3,667
3,647
3,425
155
561
33
`
`
`
`
`
`
11,689
-
(99)
(643)
-
(6,614)
(7,356)
4,333
4,333
-
`
March 31, 2019
100
2,743
4,366
-
-
-
202
`
`
`
`
`
`
7,411
(333)
(77)
(1,463)
(600)
(1,132)
(3,605)
3,806
3,910
104
As at
April 1, 2019
Credit/
(charge) in the
statement of
profit and loss
Credit/ (charge)
in other
comprehensive
income
As at
March 31, 2020
`
`
100
2,743
4,366
(600)
(333)
(77)
(1,463)
-
(1,132)
202
3,806
`
`
101
783
(719)
(4)
364
(22)
590
3,425
(5,482)
(239)
(1,203)
`
`
-
141
-
1,165
124
-
230
-
-
70
1,730
`
`
201
3,667
3,647
561
155
(99)
(643)
3,425
(6,614)
33
4,333
189
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
Movement during the year ended March 31, 2019
Particulars
As at April 1,
2018
Credit/
(charge) in the
statement of
profit and loss
Credit/
(charge) in
other com-
prehensive
income
Others
(Note 34)*
As at March
31, 2019
Carry-forward losses
Other liabilities
Allowances for lifetime expected credit losses
Cash flow hedges
Property, plant and equipment
Amortisable goodwill
Interest income and fair value movement of
investments
SEZ Re-investment Reserve
Others
Total
`
`
407
2,761
4,405
28
(1,319)
(90)
(1,739)
-
(396)
4,057
`
(307)
12
(39)
-
983
13
207
(1,132)
424
161
`
`
`
-
(42)
-
(628)
-
-
69
-
-
(601)
`
`
-
12
-
-
3
-
-
-
174
189
`
100
2,743
4,366
(600)
(333)
(77)
(1,463)
(1,132)
202
3,806
`
* Includes additions on account of merger as explained in footnotes to Note 34.
Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges, fair value movements in investments and actuarial
gains/losses on defined benefit plans are recognized in other comprehensive income and presented within equity. Other than these, the
change in deferred tax assets and liabilities is primarily recorded in the statement of profit and loss.
In assessing the realisability 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 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 recognized deferred tax assets of ` 201 and ` 100 as at March 31, 2020 and 2019 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 utilize this deferred tax asset.
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 is carrying deferred tax assets of `3,425 as at March 31, 2020 relating to MAT.
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 2033-34. 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 ` 11,963 and ` 15,390 for the year ended March 31, 2020 and 2019, 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, 2020 and 2019 was ` 2.05 and ` 2.56, respectively.
Deferred income tax liabilities are recognized 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 recognized as the Company intends to reinvest the earnings in the branch operations. Further, it is
not practicable to estimate the amount of the unrecognized deferred tax liabilities for these undistributed earnings.
190
Annual Report 2019-20 22. Revenue from operations
Sale of Services
Sales of Products
A.
Contract Assets and Liabilities
Year ended
March 31, 2020
`
494,471
9,406
March 31, 2019
`
468,529
11,769
`
503,877
`
480,298
The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset.
A receivable is a right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is
required before payment of that consideration is due. For example, the Company recognizes a receivable for revenues related to time
and materials contracts or volume-based contracts. The Company presents such receivables as part of unbilled receivables at their
net estimated realizable value.
Contract liabilities: During the year ended March 31, 2020 the Company recognized revenue of ` 12,964 arising from contract
liabilities as at March 31, 2019. During the year ended March 31, 2019, the Company recognized revenue of ` 10,671 arising from
opening unearned revenue as at April 1, 2018.
Contract assets: During the year ended March 31, 2020, ` 9,654 of contract assets pertaining to fixed-price development contracts
has been reclassified to receivables on completion of milestones. During the year ended March 31, 2019, ` 9,369, of unbilled revenue
pertaining to fixed-price development contracts (balance as at April 1, 2018 of ` 12,417), has been reclassified to receivables on
completion of milestones.
Contract assets and liabilities are reported in a net position on a contract by contract basis at the end of each reporting period.
B. Remaining Performance Obligations
Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which
includes contract liabilities and amounts that will be invoiced and recognized as revenue in future periods. Applying the practical
expedient, the Company has not disclosed its right to consideration from customers in an amount that corresponds directly with the
value to the customer of the Company’s performance completed to date, which are contracts invoiced on time and material basis and
volume based.
As at March 31, 2020, the aggregate amount of transaction price allocated to remaining performance obligations, other than those
meeting the exclusion criteria above, was ` 221,618 of which approximately 74% is expected to be recognized as revenues within
two years, and the remainder thereafter. This includes contracts, with a substantive enforceable termination penalty if the contract
is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception.
Historically, customers have not terminated contracts without cause.
As at March 31, 2019, the aggregate amount of transaction price allocated to remaining performance obligations, other than those
meeting the exclusion criteria above, was ` 224,184 of which approximately 72% is expected to be recognized as revenues within
two years, and the remainder thereafter. This includes contracts, with a substantive enforceable termination penalty if the contract
is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception.
Historically, customers have not terminated contracts without cause.
C. Disaggregation of Revenues
The tables below present disaggregated revenues from contracts with customers by business segment and contract-type. The
Company believes that the below disaggregation best depicts the nature, amount, timing and uncertainty of revenue and cash flows
from economic factors
Revenue from operations
Sale of Services
Sales of Products
191
Year ended
`
March 31, 2020
494,471
9,406
503,877
`
`
March 31, 2019
468,529
11,769
480,298
`
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Revenue by nature of contract
Fixed price and volume based
Time and Materials
Products
23. Other operating income
Year ended
`
March 31, 2020
301,352
193,119
9,406
503,877
`
`
March 31, 2019
270,640
197,889
11,769
480,298
`
The Company concluded the sale of Workday business and Cornerstone OnDemand business on May 31, 2019.
Sale of hosted data center service business: During the year ended March 31, 2019, the Company has concluded the divestment of its
hosted data center business in Singapore and United Kingdom.
Loss of control in subsidiary: During the year ended March 31, 2019, the Company has reduced its equity holding from 74% to 11% in Wipro
Airport IT Services Limited.
The loss/ gain for the year ended March 31, 2019 on these transactions is insignificant.
24. Other income
Year ended
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
25. Changes in inventories of finished goods and stock-in-trade
Opening stock
Finished products
Traded goods
Less: Closing Stock
Finished products
Traded goods
Decrease/ (Increase)
26. Employee benefits
a) Employee costs include
Salaries and bonus
Employee benefits plans
Gratuity and other defined benefit plans
Defined contribution plans
Share based compensation
192
`
March 31, 2020
20,599
1,101
1,277
675
23,652
(2,767)
`
`
3,881
1,114
24,766
`
`
March 31, 2019
`
19,729
353
2,014
311
22,407
1,263
`
`
2,016
3,279
25,686
`
`
Year ended
March 31, 2020
March 31, 2019
`
`
`
`
`
3
2,724
2,727
3
1,125
1,128
1,599
`
`
`
`
3
2,171
2,174
` 3
2,724
2,727
(553)
Year ended
March 31, 2020
253,014
`
March 31, 2019
229,693
`
1,433
6,047
1,224
1,193
5,353
1,846
`
261,718
`
238,085
Annual Report 2019-20
Remeasurements of the net defined benefit liability /(asset) recognized in other comprehensive income include:
Re-measurement of net defined benefit liability/(asset)
Return on plan assets excluding interest income - (gain)/loss
Actuarial loss arising from financial assumptions
Actuarial (gains)/loss arising from demographic assumptions
Actuarial (gains)/loss arising from experience adjustments
Year ended
March 31, 2020
March 31, 2019
`
`
20
435
202
212
869
`
`
(35)
106
(17)
(223)
(169)
b) Defined benefit plans- Gratuity:
In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the Company provides for a lump sum payment
to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the
Company. The gratuity fund is managed by certain third-party fund managers. The Company’s obligation in respect of the gratuity plan,
which is a defined benefit plan, is provided for based on actuarial valuation using the projected unit credit method. The Company recognizes
actuarial gains and losses immediately in other comprehensive income, net of taxes. Amount recognized in the statement of profit and loss
in respect of gratuity cost (defined benefit plan) is as follows:
Year ended
March 31, 2019
1,205
Current service cost
Net interest on net defined benefit liability/(asset)
(12)
1,193
Net gratuity cost/(benefit)
573
Actual return on plan assets
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:
March 31, 2020
1,437
(4)
1,433
539
`
`
`
`
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
Translation adjustment
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
Transfer in
Expected return on plan assets
Employer contributions
Benefits paid
Remeasurement gains/(loss)
Return on plan assets excluding interest income - gain/(loss)
Translation adjustment
Fair value of plan assets at the end of the year
Present value of unfunded obligation
Recognized asset/(liability)
193
As at
`
March 31, 2020
8,249
78
1,437
555
(915)
`
March 31, 2019
7,539
25
1,205
526
(912)
435
202
212
88
10,341
`
`
As at
106
(17)
(223)
-
8,249
`
March 31, 2020
8,274
33
559
171
-
(20)
75
9,092
(1,249)
(1,249)
`
`
`
March 31, 2019
7,673
-
538
34
(6)
35
-
8,274
25
25
`
`
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
As at March 31, 2020 and 2019, 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, 2020
5.69%
5.69%
7.40%
7 years
March 31, 2019
6.63%
6.63%
7.52%
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, 2021
Estimated benefit payments from the fund for the year ending March 31:
2021
2022
2023
2024
2025
Thereafter
Total
`
`
`
2,956
1,372
1,171
1,144
1,125
1,104
9,449
15,365
The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as at March 31, 2020.
Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage.
As at March 31, 2020, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/increase of gratuity benefit
obligation by approximately ` (384) and `332, respectively.
As at March 31, 2020 every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in increase/ (decrease) of gratuity
benefit obligation by approximately ` 312 and ` (291), 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, 2020
`
61,397
61,397
-
`
March 31, 2019
`
53,015
53,015
-
`
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 to note 32 for details of employee stock options.
194
As at
March 31, 2020
6.05%
7 years
8.50%
March 31, 2019
7.00%
8 years
8.65%
Annual Report 2019-20 27. Finance costs
Interest expense
Exchange fluctuation on foreign currency borrowings, net
(to the extent regarded as borrowing cost)
28. Other Expenses
Rates, taxes and insurance
Allowance for lifetime expected credit loss
Provision for diminution in value of investments in subsidiaries
Auditors' remuneration
Audit fees
For taxation matters
Other Services
Out of pocket expenses
Miscellaneous expenses *
Year ended
March 31, 2020
`
3,192
March 31, 2019
`
3,320
2,160
1,929
`
5,352
`
5,249
Year ended
`
March 31, 2020
1,943
857
-
`
March 31, 2019
712
729
7,356
67
6
16
6
1,790
60
4
8
4
8,447
`
4,685
`
17,320
* Miscellaneous expenses for the year ended March 31, 2019 include an amount of ` 5,141 paid to National Grid on settlement of a legal
claim against the Company
29. 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, 2020
`
86,807
5,833,384,018
`
14.88
March 31, 2019
`
76,140
6,007,376,837
`
12.67
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, 2020
`
86,807
5,833,384,018
14,439,221
5,847,823,239
`
14.84
March 31, 2019
`
76,140
6,007,376,837
14,927,530
6,022,304,367
`
12.64
195
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 30. 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 ` 1 and ` 1, during the year ended March 31, 2020 and 2019, respectively, including an
interim dividend of ` 1 and ` 1 for the year ended March 31, 2020 and 2019.
During the year ended March 31, 2020, the Company has concluded the buyback of 323,076,923 equity shares as approved by the Board
of Directors on April 16, 2019. This has resulted in a total cash outflow of ` 105,000. In line with the requirement of the Companies Act,
2013, an amount of ` 105,000 has been utilized from the retained earnings. Further, capital redemption reserve of ` 646 (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 ` 646.
During the year ended March 31, 2019, the bonus issue in the proportion of 1:3 i.e.1 (One) bonus equity share of ` 2 each for every 3 (three)
fully paid-up equity shares held (including ADS holders) was approved by the shareholders of the Company on February 22, 2019, through
Postal Ballot /e-voting. Subsequently, on March 8, 2019, the Company allotted 1,508,469,180 equity shares to shareholders who held
equity shares as on the record date of March 7, 2019 and ` 3,016 (representing par value of ` 2 per share) was transferred from capital
redemption reserve, securities premium and retained earnings to the share capital.
31. 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’s focus is
to keep 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, 2020 and 2019 was as follows:
Total equity (A)
As percentage of total capital
Current borrowings *
Non-current borrowings
Lease Liabilities
Total borrowings and lease liabilities (B)
As percentage of total capital
Total capital (A) + (B)
March 31, 2020
464,537
`
As at
March 31, 2019
493,920
`
88.63%
90.59%
`
50,208
`
51,059
251
9,121
59,580
11.37%
524,117
`
`
220
-
51,279
9.41%
545,199
`
`
% Change
(5.95%)
16.19%
(3.87%)
* Includes current obligation under borrowings classified under “Other current financial liabilities” (Refer to note 15)
32. Employee stock option
The stock compensation expense recognized for employee services received during the year ended March 31, 2020 and March 31, 2019
were ` 1,224 and ` 1,846, 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.
196
Annual Report 2019-20
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
No. of options reserved under
the Plan
Range of Exercise Prices
Wipro Employee Stock Option Plan 2000 (2000 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 **
747,474,747
59,797,979
59,797,979
49,831,651
39,546,197
` 171 - 490
US $ 0.03
`
`
`
2
2
2
Employees covered under Stock Option Plans and Restricted Stock Unit ("RSU") Option Plans (collectively “Stock Option Plans”) are grant-
ed 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 two to four 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 and RSU Option Plans is perpetual until the options are available for
grant under the plan.
** The maximum contractual term for these Stock Option Plans is up to May 29, 2023 until the options are available for grant under the
plan.
*** The maximum contractual term for these Stock Option Plans is up to July 26, 2020 until the options are available for grant under the
plan.
The activity in these stock option plans is summarized below:
Particulars
Range of
exercise prices
Year ended
March 31, 2020
March 31, 2019
Number
Weighted
Average
Exercise Price
Number
Weighted
Average
Exercise Price
Outstanding at the beginning of the year
Bonus on outstanding
(Refer to note 30)
Granted *
Exercised
Modification to Cash Settled RSU's **
Forfeited and expired
Outstanding at the end of the year
Exercisable at the end of the year
`
`
`
`
`
`
`
`
2
17,607,463
`
2
13,543,997
`
2
US $ 0.03
14,446,790
US $ 0.03
10,199,054
US $ 0.03
2
US $ 0.03
-
-
2
5,662,500
US $ 0.03
5,341,000
2
(4,610,572)
`
`
`
2
4,773,755
US $ 0.03
3,957,434
2
4,607,000
US $ 0.03
4,849,000
2
(2,739,097)
`
`
`
2
US $ 0.03
2
US $ 0.03
2
US $ 0.03
(2,496,125)
US $ 0.03
(1,541,803)
US $ 0.03
2
-
`
2
US $ 0.03
(5,681,966)
US $ 0.03
-
-
2
(3,065,201)
`
2
(2,578,192)
`
-
-
2
US $ 0.03
(3,755,159)
US $ 0.03
(3,016,895)
US $ 0.03
2
15,594,190
`
2
17,607,463
`
2
US $ 0.03
7,854,540
US $ 0.03
14,446,790
US $ 0.03
2
1,502,957
`
2
1,300,781
`
2
US $ 0.03
1,212,560
US $ 0.03
948,877
US $ 0.03
197
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
The following table summarizes information about outstanding stock options:
Range of exercise price
` 2
US $ 0.03
2020
2019
Weighted
Average
Remaining life
(months)
Weighted
Average
Exercise Price
Number
Weighted
Average
Remaining life
(months)
Weighted
Average
Exercise Price
23
23
`
2
17,607,463
US $ 0.03
14,446,790
24
26
`
2
US $ 0.03
Number
15,594,190
7,854,540
The weighted-average grant-date fair value of options granted during the year ended March 31, 2020, and 2019 was ` 260.65 and ` 349.81
for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2020 and 2019 was `
267.04 and ` 325.85 for each option, respectively.
As at March 31, 2020, 4,721,388 units (net of units that were exercised or lapsed and forfeited) of Cash Settled RSU were outstanding
which include 63,999 exercisable units. The carrying value of liability towards Cash Settled RSU’s outstanding was ` 496 which includes `
15 towards exercisable units as at March 31, 2020.
* Includes 2,461,500 and 1,567,000 Performance based stock options (RSU) granted during the year ended March 31, 2020 and 2019,
respectively. 2,524,600 and 1,673,000 Performance based stock options (ADS) granted during the year ended March 31, 2020 and 2019,
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).
** Restricted Stock Units arrangement that were modified during the year ended March 31, 2020
Pursuant to the Securities Exchange Board of India (“SEBI”) circular dated October 10, 2019 prohibiting issuance of depository receipts by
listed companies to Non-Resident Indians (“NRI”), the Board Governance, Nomination and Compensation Committee in November, 2019
approved cash pay out to its NRI employees in lieu of shares and upon exercise of vested ADS RSU under the Company’s WARSUP 2004
Plan, based on prevailing market price of ADS on the date of exercise. This change was accounted for as a modification and the fair value
on the date of modification of ` 561 has been recognized as financial liability with a corresponding adjustment to equity.
33. Finance Lease Payable
On April 1, 2019, the Company has adopted Ind AS 116, Leases, applied to all lease contracts outstanding as at March 31, 2019, using
modified retrospective method. Please Refer to Note 3 for additional details
Details of finance lease payable as at March 31, 2019 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
Minimum lease
payments
Present value of minimum
lease payments
2019
2019
`
`
471
158
629
(33)
596
`
`
444
152
596
-
596
152
444
Operating leases: Until March 31, 2019, prior to adoption of Ind AS 116, the Company had taken office, vehicles and IT equipment under
cancellable and non-cancellable operating lease agreements that were renewable on a periodic basis at the option of both the lessor and
the lessee. The operating lease agreements extended up to a maximum of fifteen years from their respective dates of inception and some
of these lease agreements had price escalation clause. Rental payments under operating leases were ` 3,494 during the year ended March
31, 2019.
198
Annual Report 2019-20
Details of contractual payments under non-cancellable leases as at March 31, 2019 are given below:
Not later than one year
Later than one year and not later than five years
Later than five years
Total
34. Related party relationship and transactions
List of subsidiaries as at March 31, 2020:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro, LLC
Wipro Gallagher Solutions, LLC
Wipro Insurance Solutions, LLC
Wipro IT Services, LLC
Opus Capital Markets Consultants, LLC
Wipro Promax Analytics Solutions Americas, LLC
HealthPlan Services, Inc. **
Appirio, Inc. **
Cooper Software, Inc.
Infocrossing, LLC
Wipro US Foundation
International TechneGroup Incorporated **
Rational Interaction, 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
Designit A/S
Wipro IT Services SE (formerly
Wipro Cyprus SE)
Wipro Europe Limited
Wipro Financial Services UK
Limited
Wipro IT Services S.R.L.
Wipro Doha LLC #
Wipro Technologies SA DE CV
Wipro Philippines, Inc.
Designit Denmark A/S
Designit Germany GmbH
Designit Oslo A/S
Designit Sweden AB
Designit T.L.V Ltd.
Designit Tokyo Ltd.
Designit Spain Digital, S.L. **
Wipro UK Limited
199
As at
March 31, 2019
`
4,018
4,991
702
9,711
`
Country of
Incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
Japan
China
India
India
U.K.
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
U.K.
U.K.
U.K.
Romania
U.K.
Qatar
Mexico
Philippines
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Subsidiaries
Subsidiaries
Subsidiaries
Wipro Holdings Hungary Korlátolt
Felelosségu Társaság
Wipro Information Technology
Egypt SAE
Wipro Arabia Co. Limited *
Wipro Poland SP Z.O.O
Wipro IT Services Poland SP Z.O.O
Wipro Technologies Australia Pty
Ltd
Wipro Corporate Technologies
Ghana Limited
Wipro Technologies South Africa
(Proprietary) Limited
Wipro IT Service Ukraine, LLC
Wipro Information Technology
Netherlands BV.
Wipro Holdings Investment Korlátolt Felelosségu
Társaság
Women's Business Park Technologies Limited *
Wipro Technologies Nigeria Limited
Wipro Portugal S.A. **
Wipro Technologies Limited
Wipro Technology Chile SPA
Wipro Solutions Canada Limited
Wipro Information Technology Kazakhstan LLP
Wipro Technologies W.T. Sociedad Anonima
Wipro Outsourcing Services (Ireland) Limited
Wipro Technologies VZ, C.A.
Wipro Technologies Peru S.A.C.
Wipro do Brasil Servicos de Tecnologia S.A.
Wipro do Brasil Technologia Ltda **
Wipro Technologies SA
Wipro Technologies S.R.L.
PT. WT Indonesia
Wipro (Thailand) Co. Limited
Wipro Bahrain Limited Co. S.P.C.
Wipro Gulf LLC
Rainbow Software LLC
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Wipro Networks Pte Limited
Wipro Chengdu Limited
Wipro IT Services Bangladesh
Limited
Wipro HR Services India
Private Limited
Country of
Incorporation
Hungary
Hungary
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
Argentina
Romania
Indonesia
Thailand
Bahrain
Sultanate of Oman
Iraq
Singapore
China
Malaysia
China
Bangladesh
India
* All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro
Arabia Co. 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.
200
Annual Report 2019-20 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 and Wipro Foundation in India
Vide its order dated March 29, 2019, the Hon’ble National Company Law Tribunal, Bengaluru bench, approved the scheme of amalgamation
for the merger of wholly owned subsidiaries Wipro Information Technology Austria GmbH, Wipro Technologies Austria GmbH, NewLogic
Technologies SARL and Appirio India Cloud Solutions Private Limited with Wipro Limited. As per the said scheme, the appointed date is
April 1, 2018.
** Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit Spain Digital, S.L, HealthPlan Services, Inc,
Appirio, Inc, International TechneGroup Incorporated and Rational Interaction, Inc. are as follows:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Portugal S.A.
Wipro Technologies GmbH
Cellent GmbH
Cellent GmbH
Wipro do Brasil
Technologia Ltda
Designit Spain Digital,
S.L.
HealthPlan Services, Inc.
International
TechneGroup
Incorporated
Appirio, Inc.
Rational Interaction, Inc.
Wipro Do Brasil Sistemetas De
Informatica Ltd
Designit Colombia S A S
Designit Peru SAC
HealthPlan Services Insurance
Agency, LLC
International TechneGroup Ltd.
ITI Proficiency Ltd
International TechneGroup S.R.L.
Appirio, K.K
Topcoder, LLC.
Appirio Ltd
Rational Consulting Australia
Pty Ltd
Rational Interaction Limited
Mech Works S.R.L.
Appirio Ltd (UK)
Country of
Incorporation
Portugal
Germany
Germany
Austria
Brazil
Brazil
Spain
Colombia
Peru
USA
USA
USA
U.K.
Israel
Italy
Italy
USA
Japan
USA
Ireland
U.K.
USA
Australia
Ireland
As at March 31, 2020 the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim
Group Management, LLC, accounted for using the equity method.
The list of controlled trusts are:
Name of the entity
Wipro Equity Reward Trust
Wipro Foundation
Country of incorporation
India
India
201
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements The other related parties are:
Name of the related parties:
Azim Premji Foundation
Nature
Entity controlled by Director
Azim Premji Foundation for Development
Entity controlled by Director
Hasham Traders
Prazim Traders
Zash Traders
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
Rishad A Premji
Abidali Z. Neemuchwala
Azim H Premji
N Vaghul
Dr. Ashok S. Ganguly
William Arthur Owens
M.K. Sharma
Ireena Vittal
Dr. Patrick J. Ennis
Patrick Dupuis
Arundhati Bhattacharya
Jatin Pravinchandra
Dalal
M. Sanaulla Khan
Chairman (i)
Chief Executive Officer and Managing Director (ii)
Non-Executive Non-Independent Director (iii)
Non-Executive Director (iv)
Non-Executive Director (iv)
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Additional Director (v)
Chief Financial Officer
Company Secretary
(i) Effective July 31, 2019, Mr. Rishad A Premji was appointed as Whole-time director (designated as Chairiman by the Board of Directors
of the Company).
(ii) Effective July 31, 2019, Mr. Abidali Z Neemuchwala was designated and appointed as Managing Director in addition to his existing
position as Chief Executive Officer. On January 31, 2020, the Company announced that Mr. Abidali Z Neemuchwala has decided to
step down from the position of Chief Executive Officer and Managing Director due to family commitments and he will continue to hold
the office of Chief Executive Officer and Managing Director, until a successor is appointed, for a smooth transition and to ensure that
business continues as usual. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z.
Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of day on June 1, 2020.
(iii) On July 30, 2019, Mr. Azim H Premji retired as Executive Chairman and Managing Director and was appointed as Non-Executive
Non-Independent Director with effect from July 31, 2019.
(iv) Mr. N Vaghul and Dr. Ashok S. Ganguly retired as Non- Executive Director with effect from July 31, 2019.
(v) Ms. Arundhati Bhattacharya was appointed as Non-Executive Director with effect from January 1, 2019. The Board of Directors has, at
its meeting held on May 29, 2020, noted the resignation of Ms. Arundhati Bhattacharya as an Independent Director with effect from
close of business hours on June 30, 2020.
Relatives of key management personnel:
- Yasmeen H. Premji
- Tariq Azim Premji
202
Annual Report 2019-20
The Company has the following related party transactions for the year ended March 31, 2020 and 2019:
Transaction / balances
Sales of services
Purchase of services
Assets purchased/ capitalized
Dividend paid
Dividend received
Commission paid
Rent Paid
Rent Income
Redemption of preference shares
Loans given to subsidiaries
Other cost recoveries
Buyback of shares
Interest Income
Interest Expense
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
`
2020
65,671
22,449
-
24
734
1,023
130
216
5,055
8,934
2,853
-
23
-
206
`
2019
54,498
21,084
-
21
-
1,133
109
182
-
-
3,455
-
^
6
203
`
2020
43
^
741
3,987
-
-
2
45
-
-
119
69,392
-
-
-
2019
` 102
^
240
3,171
-
-
8
43
-
-
63
-
-
-
-
`
16,358
3,422
`
18,263
3,301
`
^
56
80
8
`
`
`
`
Key Management
Personnel #
2020
-
-
-
243
-
-
9
-
-
-
-
4,076
-
-
-
2019
-
-
-
191
-
-
5
-
-
-
-
-
-
-
-
`
`
369
178
-
166
356
174
-
156
* Post-employment benefits comprising compensated absences are not disclosed as these are determined for the Company as a whole.
Benefits includes the prorated value of RSU granted to the personnel, which vest over a period of time.
Other benefits include share based compensation ` 170 and ` 166 for the year ended March 31, 2020 and 2019, 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 outstanding from subsidiaries:
Name of the entity
Wipro, LLC
Balance
As at March 31,
2020
` 9,472
2019
` -
Maximum amount due
during the year
2020
` 9,472
2019
` -
The following are the significant related party transactions during the year ended March 31, 2020 and 2019:
Sale of services
Wipro, LLC
Wipro Solutions Canada Limited
Wipro Technologies Gmbh
Wipro Gallagher Solutions, LLC
Wipro Networks Pte Limited
Wipro Holdings (UK) Limited
203
Year ended
March 31, 2020
March 31, 2019
`
47,765
1,999
1,693
1,612
1,435
1,336
`
35,074
2,297
1,673
1,459
1,839
1,511
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Wipro Information Technology Netherlands BV.
Appirio, Inc.
HealthPlan Services, Inc.
Wipro Arabia Co. Limited
Wipro Technologies South Africa (Proprietary) Limited
Year ended
March 31, 2020
1,256
1,118
810
748
703
March 31, 2019
1,458
1,469
724
548
1,089
Purchase of services
Appirio, Inc.
Wipro Technologies Gmbh
Wipro Philippines, Inc.
Wipro, LLC
Wipro Technologies SA DE CV
Wipro Technologies S.R.L.
Wipro IT Services Poland SP Z.O.O
Wipro do Brasil Technologia Ltda
Appirio Ltd (UK)
Wipro (Dalian) Limited
Wipro Chengdu Limited
Wipro Portugal S.A.
Designit Denmark A/S
Wipro Networks Pte Limited
Cellent GmbH
Asset purchased/ capitalized
Wipro Enterprises (P) Limited
Dividend paid
Zash Traders
Prazim Traders
Hasham Traders
Azim Premji Trust
Commission paid
Wipro Technologies Gmbh
Wipro Japan KK
Rent paid
Wipro, LLC
Wipro Holdings (UK) Limited
Buyback of shares
Hasham Traders
Prazim Traders
Zash Traders
Azim Premji Trust
Azim H Premji
Rental income
Wipro Enterprises (P) Limited
Designit Denmark A/S
Wipro, LLC
Remuneration paid to key management personnel
Azim H Premji*
Abidali Z Neemuchwala
Rishad A Premji
Jatin Pravinchandra Dalal
M. Sanaulla Khan
204
`
`
`
`
`
`
`
`
3,503
2,439
2,402
2,315
2,132
1,801
1,468
1,084
718
480
479
462
382
329
320
741
1,143
1,127
939
757
719
220
61
51
16,338
19,617
19,890
13,179
3,986
44
35
174
15
323
52
44
15
`
`
`
`
`
`
`
`
2,390
1,275
2,338
1,832
1,680
2,314
901
2,374
302
543
394
934
315
335
359
240
903
891
742
618
876
203
59
34
-
-
-
-
-
42
33
139
18
273
68
61
16
Annual Report 2019-20 Corporate guarantee commission
Wipro Gulf LLC
Wipro Solutions Canada Ltd
Wipro, LLC
Wipro Arabia Co. Limited
Year ended
March 31, 2020
March 31, 2019
`
`
37
45
93
15
49
45
69
18
* Includes sitting fees and commission paid as Non-Independent- Non-Executive Director effective July 31, 2019.
35. Commitments and contingencies
Capital commitments: As at March 31, 2020 and March 31, 2019 the Company had committed to spend approximately ` 13,365 and
` 12,005, 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:
Performance and financial guarantees given by the banks on behalf of the company
Guarantees given by the Company on behalf of subsidiaries
Contingencies and lawsuits:
As at
March 31, 2020
` 13,511
59
March 31, 2019
` 13,617
567
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 the year ended March 31, 2001 arising primarily on account of denial of deduction
under section 10A of the Income Tax Act, 1961 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 before the Supreme Court
of India for the years 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 Income Tax Act, 1961. For the year ended March 31, 2009, the appeals are pending before Income Tax Appellate Tribunal (“ITAT”).
For years ended March 31, 2010 and March 31, 2011, the Dispute Resolution Panel allowed the claim of the Company under section 10A of
the Income Tax Act, 1961. The Income tax authorities have filed an appeal before the Hon’ble ITAT.
For the year ended March 31, 2013, the Company received the final assessment order in November 2017 with a 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 the year ended March 31, 2014, the Company received the final assessment order in September 2018 with a demand of ` 1,030
(including nil interest), arising primarily on account of transfer pricing issues. The Company has filed an appeal before the Hon’ble ITAT,
Bengaluru within the prescribed timelines.
For the year ended March 31, 2015, the Company received the final assessment order in October 2019 with an estimated demand of
` 1,347 (including nil interest), arising primarily on account of capitalization of wages. The Company has filed an appeal before the Hon’ble
ITAT, Bengaluru within the prescribed timelines.
For the year ended March 31, 2016, the Company received the draft assessment order in December 2019 with an estimated demand of
` 704 (including nil interest), arising primarily on account of capitalization of wages. The Company has filed the objections before the
Dispute Resolution Panel (Bengaluru) within the prescribed timelines.
205
Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements
For the year ended March 31, 2007 to year ending March 31, 2012, the Company has received a tax demand of ` 227 (including ` 102
interest) for non-deduction of tax at source on some payments. Company has already deposited the demand under protest. The Company
received order issued by ITAT, Bengaluru rejecting the Company’s appeal. The Company has filed an appeal against the order with the
Hon’ble High Court of Karnataka within the prescribed timelines. The Company has received a favorable order on this issue from the
Hon’ble High Court of Karnataka for the earlier years.
Income tax demands against the Company amounting to ` 77,873 and ` 66,441 are not acknowledged as debt as at March 31, 2020 and
March 31, 2019, respectively. 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 amounts to ` 8,033 and
` 8,477 as of March 31, 2020 and March 31, 2019. However, the resolution of these disputed demands is not likely to have a material and
adverse effect on the results of operations or the financial position of the Company.
The Hon’ble Supreme Court of India, through a ruling in February 2019, provided interpretation on the components of Salary on which the
Company and its employees are to contribute towards Provident Fund under the Employee’s Provident Fund Act. Based on the current
evaluation, the Company believes it is not probable that certain components of Salary paid by the Company will be subject to contribution
towards Provident Fund due to the Supreme Court order. The Company will continue to monitor and evaluate its position based on future
events and developments.
36. Corporate Social Responsibility
a. Gross amount required to be spent by the Company during the year ` 1,669 (March 31, 2019: ` 1,761).
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
37. Segment information
For the year ended March 31, 2020
In Cash
`
`
-
1,778
1,778
Yet to be paid in
Cash
`
`
-
40
40
For the year ended March 31, 2019
In Cash
`
`
-
1,476
1,476
Yet to be paid in
Cash
`
`
-
377
377
Total
-
1,818
1,818
Total
-
1,853
1,853
`
`
`
`
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.
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
Vikas Bagaria
Partner
Membership No.: 60408
Bengaluru
May 29, 2020
Rishad A Premji
M K Sharma
Abidali Z Neemuchwala
Chairman
Director
Chief Executive Officer &
Jatin Pravinchandra Dalal
Chief Financial Officer
Managing Director
M. Sanaulla Khan
Company Secretary
Bengaluru
May 29, 2020
206
Annual Report 2019-20
Independent Auditor’s Report
To The Members of Wipro Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited
the accompanying consolidated financial
statements of Wipro Limited (“the Company”) and its subsidiaries,
(the Company and its subsidiaries together referred to as “the
Group”), which comprise the Consolidated Balance Sheet as at
March 31, 2020, and the Consolidated Statement of Profit and
Loss (including Other Comprehensive Income), the Consolidated
Statement of Changes in Equity and the Consolidated Statement of
Cash Flows for the year then ended, and a summary of significant
accounting policies and other explanatory information (herein after
referred to as “the Consolidated Financial Statements”).
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 Companies Act, 2013
(“the Act”) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended (‘Ind AS’), and other accounting
principles generally accepted in India, of the consolidated state
of affairs of the Group as at March 31, 2020, consolidated profit,
consolidated total comprehensive income, consolidated changes in
equity and consolidated cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Consolidated Financial Statements in
accordance with the Standards on Auditing specified under section
143 (10) of the Act (SAs). Our responsibilities under those Standards
are further described in the Auditor’s Responsibility for the Audit
of the Consolidated Financial Statements section of our report. We
are independent of the Group in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India (ICAI)
together with the ethical requirements that are relevant to our audit
of the Consolidated Financial Statements under the provisions of the
Act and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and
the ICAI’s Code of Ethics. 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.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Consolidated
Financial Statements of the current period. These matters were
addressed in the context of our audit of the Consolidated Financial
Statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters
to be communicated in our report.
Fixed price contracts using the percentage of completion method
- Refer Notes 2 (iii)(a), 3(xiv)B and 21 to the financial statements.
Key Audit Matter Description
Revenue from fixed-price contracts, including software development,
and integration contracts, where the performance obligations
are satisfied over time, is recognized using the percentage-of-
completion method.
Use of the percentage-of-completion method requires the Company
to determine the project costs incurred to date as a percentage of
total estimated project costs required to complete the project. The
estimation of total project costs involves significant judgement
and is assessed throughout the period of the contract to reflect
any changes based on the latest available information. In addition,
provisions for estimated losses, if any, on uncompleted contracts are
recorded in the period in which such losses become probable based
on the estimated project costs.
We identified the revenue recognition for fixed price contracts where
the percentage-of-completion method is used as a key audit matter
because of the significant judgement involved in estimating the
efforts to complete such contracts.
This estimate has a high
inherent uncertainty and requires
consideration of progress of the contract, efforts incurred to-date
and estimates of efforts required to complete the remaining contract
performance obligations over the lives of the contracts.
This required a high degree of auditor judgment in evaluating the
audit evidence supporting the application of the input method used
to recognize revenue and a higher extent of audit effort to evaluate
the reasonableness of the total estimated amount of revenue
recognized on fixed-price contracts.
How the Key Audit Matter Was Addressed in the Audit
Our audit procedures related to estimates of efforts to complete for
fixed-price contracts accounted using the percentage-of-completion
method included the following, among others:
• We tested the effectiveness of controls relating to (1) recording
of efforts incurred and estimation of efforts required to complete
the remaining contract performance obligations, and (2) access
and application controls pertaining to time recording and
allocation systems, which prevents unauthorised changes to
recording of efforts incurred.
• We evaluated management’s ability to reasonably estimate
the progress towards satisfying the performance obligation by
comparing actual information to estimates for performance
obligations that have been fulfilled.
207
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited • We selected a sample of fixed price contracts with customers
accounted using percentage-of-completion method and
performed the following:
• Read the contract and based on the terms and conditions
evaluated whether
time was
appropriate, and the contract was included in management’s
calculation of revenue over time.
revenue over
recognizing
• Evaluated other information that supported the estimates of the
progress towards satisfying the performance obligation.
• Evaluated the appropriateness of and consistency
in the
application of management’s policies and methodologies to
estimate progress towards satisfying the performance obligation.
• Compared efforts incurred with Company’s estimate of efforts
incurred to date to identify significant variations and evaluate
whether those variations have been considered appropriately in
estimating the remaining efforts to complete the contract.
• Tested the estimate for consistency with the status of delivery of
milestones and customer acceptances to identify possible delays
in achieving milestones, which require changes in estimated
efforts to complete the remaining performance obligations.
Allowance for credit losses Refer Notes 2(iii)(g), 3(x)(A), and 10 to
the financial statements
Key Audit Matter Description
The Company determines the allowance for credit losses based on
historical loss experience adjusted to reflect current and estimated
future economic conditions. The Company considered current
and anticipated future economic conditions relating to industries
the Company deals with and the countries where it operates. In
calculating expected credit losses, the Company also considered
credit reports and other related credit information for its customers
to estimate the probability of default in future and has taken into
account estimates of possible effect from the pandemic relating to
COVID-19.
We identified allowance for credit losses as a key audit matter
because of the significant judgement involved in calculating the
expected credit losses. This required a high degree of auditor
judgment and an increased extent of effort when performing audit
procedures to evaluate the reasonableness of management’s
estimate of the expected credit losses.
How the Key Audit Matter Was Addressed in the Audit
Our audit procedures related to the allowance for credit losses for
trade receivables, unbilled receivables and contract assets included
the following, among others:
• We tested the effectiveness of controls over the (1) development
of the methodology for the allowance for credit losses, including
consideration of the current and estimated future economic
conditions, (2) completeness and accuracy of information used
in the estimation of probability of default, and (3) computation of
the allowance for credit losses.
• For a sample of customers we tested the input data such as credit
reports and other credit related information used in estimating
the probability of default by comparing them to external and
internal sources of information.
208
• We evaluated the incorporation of the applicable assumptions
into the estimate of expected credit losses and tested the
mathematical accuracy and computation of the allowances by
using the same input data used by the Company.
• We evaluated the qualitative adjustment to the historical loss
rates, including assessing the basis for the adjustments and the
reasonableness of the significant assumptions.
Information Other than the Financial Statements and Auditor’s
Report Thereon
• The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s
report and Corporate Governance Report, but does not include
the Conso lidated Financial Statements, Standalone Financial
Statements and our auditor’s report thereon.
• Our opinion on the Consolidated Financial Statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
•
•
In connection with our audit of the Consolidated Financial
Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially
inconsistent with the Consolidated Financial
Statements or our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this
regard.
Management’s Responsibility for the Consolidated Financial
Statements
including other comprehensive
The Company’s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation and
presentation of these Consolidated Financial Statements that give a
true and fair view of the consolidated financial position, consolidated
income,
financial performance
consolidated changes in equity and consolidated cash flows of the
Group in accordance with the Ind AS 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; 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, which have been used for the purpose of preparation of the
Consolidated Financial Statements by the Directors of the Company,
as aforesaid.
Annual Report 2019-20 In preparing the Consolidated Financial Statements, the respective
Board of Directors of the companies included in the Group are
responsible for assessing the ability of the respective entities to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the respective Board of Directors either intends
to liquidate or cease operations, or has no realistic alternative but
to do so.
The respective Board of Directors of the companies included in the
Group are also responsible for overseeing the financial reporting
process of the Group.
Auditor’s Responsibility for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether
the Consolidated Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
Consolidated Financial Statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
audit. We also:
•
Identify and assess the risks of material misstatement of the
Consolidated Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal financial control relevant to
the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the
Company and its subsidiary companies which are companies
incorporated in India, has adequate internal financial controls
system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by the management.
• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the ability of the Group to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in
the Consolidated Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
Consolidated Financial Statements, including the disclosures,
and whether the Consolidated Financial Statements represent
the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the
financial information of the entities and business activities
within the Group to express an opinion on the Consolidated
Financial Statements.
Materiality is the magnitude of misstatements in the Consolidated
Financial Statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable
user of the Consolidated Financial Statements may be influenced.
We consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating the
results of our work; and (ii) to evaluate the effect of any identified
misstatements in the Consolidated Financial Statements.
We communicate with those charged with governance of the
Company regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Consolidated Financial Statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
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 of the aforesaid
Consolidated Financial Statements.
b)
In our opinion, proper books of account as required by
law relating to preparation of the aforesaid Consolidated
209
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Financial Statements have been kept so far as it appears
from our examination of those books.
c) The Consolidated Balance Sheet,
the Consolidated
Statement of Profit and Loss (including Other Comprehensive
Income), the Consolidated Statement of 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 Ind AS specified 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, 2020 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, 2020
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 auditors’ reports of the company and
its subsidiary companies incorporated in India. Our report
expresses an unmodified opinion on the adequacy and
operating effectiveness of internal financial controls over
financial reporting of those companies.
g) With respect to the other matters to be included in the
Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion and to
the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its
directors during the year is in accordance with the provisions
of section 197 of the Act.
h) 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 Consolidated Financial Statements disclose the
litigations on the consolidated
impact of pending
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,
including derivative
if any, on long-term contracts
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
Vikas Bagaria
Partner
Membership number: 60408
Bengaluru
May 29, 2020
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 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,
2020, we have audited the internal financial controls over financial
reporting of Wipro Limited (hereinafter referred to as “the Company”)
and its subsidiary companies, which are companies incorporated in
India, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the company, and its subsidiary
companies, which are companies
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
incorporated
in
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
210
Annual Report 2019-20 on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) issued by the ICAI and the Standards on Auditing,
prescribed under Section 143(10) of the Act, 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
includes those policies and
control over financial reporting
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 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, 2020, 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
ICAI.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
Firm Registration Number: 117366W/W-100018
Vikas Bagaria
Partner
Membership number: 60408
Bengaluru
May 29, 2020
211
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Balance Sheet
(` in millions, except share and per share data, unless otherwise stated)
Notes
As at
March 31, 2020
As at
March 31, 2019
ASSETS
Property, plant and equipment
Right-of-Use Assets
Capital work-in-progress
Goodwill
Other intangible assets
Investments accounted for using the 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 receivables
Other financial assets
Current tax assets (net)
Contract assets
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
4
5
6
6
8
8
9
10
11
28
12
13
8
10
14
9
11
12
22
15
60,617
16,748
18,811
126,894
16,362
1,383
9,302
-
6,049
5,881
6,005
11,414
13,472
292,938
47,665
-
21,418
113,220
13,762
1,235
6,916
173
4,373
5,146
5,604
20,603
17,227
257,342
1,865
3,951
189,635
104,474
144,499
3,025
25,209
8,614
2,882
17,143
22,505
519,851
-
519,851
812,789
11,427
541,790
553,217
1,875
555,092
220,716
100,489
158,529
4,931
22,880
14,611
7,435
15,038
23,086
571,666
240
571,906
829,248
12,068
552,158
564,226
2,637
566,863
212
Annual Report 2019-20 Consolidated Balance Sheet
(` in millions, except share and per share data, unless otherwise stated)
Notes
As at
March 31, 2020
As at
March 31, 2019
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings
Derivative liabilities
Lease liabilities
Other financial liabilities
Deferred tax liabilities (net)
Non-current tax liabilities (net)
Other non-current liabilities
Provisions
Total non-current liabilities
Current liabilities
Financial liabilities
Borrowings
Trade payables
Derivative liabilities
Lease liabilities
Other financial liabilities
Contract liabilities
Current tax liabilities (net)
Other current liabilities
16
9
16
17
28
19
18
16
20
9
16
17
19
18
4,840
138
12,638
151
2,793
13,205
3,771
3,768
41,304
54,020
58,400
7,231
6,560
39,810
18,775
11,731
6,503
13,363
216,393
257,697
812,789
28,368
-
-
-
3,384
11,023
3,176
2,084
48,035
68,085
62,660
1,310
-
29,302
24,768
9,541
7,627
11,057
214,350
262,385
829,248
Provisions
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
As per our report of even date attached
The accompanying notes form an integral part of these consolidated financial statements
For and on behalf of the Board of Directors
for Deloitte Haskins & Sells LLP
Chartered Accountants
Rishad A. Premji
Chairman
M. K. Sharma
Director
Abidali Z. Neemuchwala
Chief Executive Officer
& Managing Director
Firm’s Registration No: 117366W/W- 100018
Vikas Bagaria
Partner
Membership No. 60408
Bengaluru
May 29, 2020
Jatin Pravinchandra Dalal
Chief Financial Officer
M. Sanaulla Khan
Company Secretary
Bengaluru
May 29, 2020
213
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Statement of Profit & Loss
(` in millions, except share and per share data, unless otherwise stated)
Notes
Year ended
March 31, 2020
March 31, 2019
INCOME
Revenue from operations
Other operating income
Other income
Total Income
EXPENSES
Purchases of stock-in-trade
Changes in inventories of finished goods and stock-in-trade
Employee benefits expense
Finance costs
Depreciation, amortization and impairment expense
Sub-contracting / technical fees / third party application
Facility expenses
Travel
Communication
Marketing and brand building
Legal and Professional charges
Allowance for lifetime expected credit losses
Other expenses
Total expenses
Share of net profit /(loss) of associates accounted for using the equity method
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 subsequently to profit or loss:
Remeasurements of the net defined benefit liability /(asset) comprising actuarial gains and
losses
Net change in fair value of financial instruments measured at FVTOCI
Income tax relating to items that will not be reclassified to profit or loss
Items that will be reclassified to profit or loss:
Foreign currency translation differences
Translation difference relating to foreign operations
Net change in fair value of hedges of net investment in foreign operations
Reclassification of foreign currency translation differences to profit and loss
on sale of hosted data center services, Workday business and Cornerstone
OnDemand business
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 measured at FVTOCI
Income tax relating to items that will be reclassified to profit or loss
Total other comprehensive (loss)/income for the year, net of taxes
Total comprehensive income for the year
21
22
23
24
25
26
27
28
28
25
28
29
9
9
9
28
214
610,232
1,144
27,250
638,626
9,360
2,022
326,571
7,328
20,855
90,521
19,733
18,169
4,812
2,532
4,733
1,043
8,457
516,136
29
122,519
24,324
477
24,801
97,718
(1,246)
700
220
8,091
-
-
(648)
(1,941)
(3,305)
1,015
1,371
4,257
101,975
585,845
4,344
26,138
616,327
14,073
(673)
299,774
7,375
19,467
94,725
22,213
17,768
4,561
2,714
4,361
980
13,524
500,862
(43)
115,422
23,649
1,594
25,243
90,179
282
(539)
28
3,015
(287)
(4,210)
579
1,014
1,569
(8)
(643)
800
90,979
Annual Report 2019-20 Consolidated Statement of Profit & Loss
(` in millions, except share and per share data, unless otherwise stated)
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
Notes
Year ended
March 31, 2020
March 31, 2019
97,223
495
97,718
101,322
653
101,975
16.67
16.63
90,037
142
90,179
90,728
251
90,979
14.99
14.95
5,833,384,018
5,847,823,239
6,007,376,837
6,022,304,367
30
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
Rishad A. Premji
Chairman
M. K. Sharma
Director
Abidali Z. Neemuchwala
Chief Executive Officer
& Managing Director
Firm’s Registration No: 117366W/W- 100018
Vikas Bagaria
Partner
Membership No. 60408
Bengaluru
May 29, 2020
Jatin Pravinchandra Dalal
Chief Financial Officer
M. Sanaulla Khan
Company Secretary
Bengaluru
May 29, 2020
215
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited y
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Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
Consolidated Statement of Cash Flows
(` in millions, except share and per share data, unless otherwise stated)
For the year ended
March 31, 2020
March 31, 2019
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 on sale of property, plant and equipment and intangible assets, net
Depreciation, amortization and impairment
Unrealized exchange (gain)/ loss, net and exchange (gain)/ loss on borrowings
Share-based compensation expense
Share of net (profit)/ loss of associates accounted for using equity method
Income tax expense
Dividend and interest (income)/expenses, net
Gain from sale of business and loss of control in subsidiary, net
Changes in operating assets and liabilities; net of effects from acquisitions:
Trade receivables
Unbilled receivables and Contract assets
Inventories
Other assets
Trade payables, other liabilities and provisions
Contract liabilities
Cash generated from operating activities before taxes
Income taxes paid, 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
Purchase of investments
Proceeds from sale of investments
Proceeds from sale of hosted data centre services business and loss of control in
subsidiary, net of related expenses and cash
Payment for business acquisitions including deposits and escrow, net of cash acquired
Proceeds from sale of business
Interest received
Dividend received
Cash generated from investing activities
Cash flows from financing activities:
Proceeds from issuance of equity shares and shares pending allotment
Repayment of borrowings
Proceeds from borrowings
Repayment of lease liabilities
Payment for deferred contingent consideration in respect of business combination
Payment for buy back of shares, including transaction cost
Interest paid
Payment of cash dividend (including dividend tax thereon)
Payment of cash dividend to Non-controlling interest
Cash used in financing activities
Net increase/ (decrease) in cash and cash equivalents during the year
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (Note 14)
Refer Note 16 for supplementary information on cash flow statement
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
Rishad A Premji
Chairman
M. K. Sharma
Director
Vikas Bagaria
Partner
Membership No. 60408
Bengaluru
May 29, 2020
Jatin Pravinchandra Dalal
Chief Financial Officer
Bengaluru
May 29, 2020
218
97,718
(11)
20,855
6,376
1,262
(29)
24,801
(18,945)
(1,144)
(3,327)
(3,561)
2,085
(80)
(12,401)
(6,572)
107,027
(6,384)
100,643
(23,497)
1,270
(1,178,247)
1,212,826
-
(10,003)
7,459
23,837
367
34,012
14
(132,380)
106,342
(6,784)
-
(105,311)
(4,601)
(6,863)
(1,415)
(150,998)
(16,343)
1,922
158,525
144,104
90,179
(309)
19,467
(546)
1,938
43
25,243
(17,371)
(4,344)
1,392
4,580
(566)
(6,909)
20,844
7,824
141,465
(25,149)
116,316
(22,781)
1,940
(930,614)
954,954
26,103
-
-
20,163
361
50,126
4
(104,039)
65,161
-
(265)
-
(4,796)
(5,434)
-
(49,369)
117,073
526
40,926
158,525
Abidali Z Neemuchwala
Chief Executive Officer
& Managing Director
M. Sanaulla Khan
Company Secretary
Annual Report 2019-20 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, “we”, “us”, “our”, “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 represendting equity shares are also listed on the New York
Stock Exchange.
These consolidated financial statements were authorized for issue
by the Company’s Board of Directors on May 29, 2020.
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
Companies 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 consolidated financial statements except for new
accounting standards adopted by the Company.
The consolidated financial statements correspond
the
classification provisions contained in Ind AS 1, “Presentation of
Financial Statements”. For clarity, various items are aggregated in the
consolidated statement of profit and loss and consolidated balance
sheet. These items are disaggregated separately in the notes to the
consolidated financial statements, where applicable.
to
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. Financial instruments classified as fair value through other
comprehensive income or fair value through profit or loss;
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) Use of estimates and judgment
The preparation of the consolidated financial statements
in
conformity with Ind AS requires management to make judgments,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognized in the period
in which the estimates are revised and in any future periods affected.
In particular, information about significant areas of estimation,
uncertainty and critical judgments in applying accounting policies
that have the most significant effect on the amounts recognized in
the consolidated financial statements are included in the following
notes:
a) Revenue recognition: The Company applies judgement to
determine whether each product or services promised to a
customer is capable of being distinct, and are distinct in the
context of the contract, if not, the promised product or services
are combined and accounted as a single performance obligation.
The Company allocates the arrangement consideration to
identifiable performance obligation deliverables
separately
based on their relative stand-alone selling price. In cases where
the Company is unable to determine the stand-alone selling
price the Company uses expected cost plus margin approach
in estimating the stand-alone selling price. 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, revenue recognized, profit and timing of revenue for
219
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
b)
remaining performance obligations 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 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 Company assesses acquired
intangible assets with finite useful life for impairment whenever
events or changes in circumstances indicate that the carrying
amount may not be recoverable. 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 an asset or a cash generating unit involves use of significant
estimates and assumptions which include turnover, growth
rates and net margins used to calculate projected future cash
flows, risk-adjusted discount rate, future economic and market
conditions.
b)
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.
c) 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 expected reversal of deferred tax liabilities and
projected future taxable income in making this assessment. The
amount of deferred tax assets considered realizable, however,
could reduce in the near term if estimates of future taxable
income during the carry-forward period are reduced.
d) 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
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.
e) 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.
f) Expected credit losses on financial assets: The impairment
provisions of financial assets and contract 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 expected credit
loss 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.
g) 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.
h) 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.
i) Useful lives of intangible assets: The Company amortizes
intangible assets on a straight-line basis over estimated useful
lives of the assets. The useful life is estimated based on a number
of factors including the effects of obsolescence, demand,
competition and other economic factors such as the stability
of the industry and known technological advances and the level
of maintenance expenditures required to obtain the expected
future cash flows from the assets. The estimated useful life is
reviewed at least annually.
j) Leases: Ind AS 116 defines a lease term as the non-cancellable
period for which the lessee has the right to use an underlying asset
including optional periods, when an entity is reasonably certain
220
Annual Report 2019-20 to exercise an option to extend (or not to terminate) a lease. The
Company considers all relevant facts and circumstances that
create an economic incentive for the lessee to exercise the option
when determining the lease term. The option to extend the lease
term is included in the lease term, if it is reasonably certain that
the lessee would exercise the option. The Company reassesses
the option when significant events or changes in circumstances
occur that are within the control of the lessee.
k) 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 forecasted
transaction.
l) Uncertainty relating to the global health pandemic on
COVID-19:
In assessing the recoverability of receivables
including unbilled receivables, contract assets and contract
costs, goodwill, intangible assets, and certain investments, the
Company has considered internal and external information up to
the date of approval of these consolidated financial statements
including credit reports and economic forecasts. The Company
has performed sensitivity analysis on the assumptions used
herein. Based on the current indicators of future economic
conditions, the Company expects to recover the carrying amount
of these assets.
The Company basis its assessment believes that the probability
of the occurrence of forecasted transactions is not impacted
by COVID-19. The Company has also considered the effect of
changes, if any, in both counterparty credit risk and own credit
risk while assessing hedge effectiveness and measuring hedge
ineffectiveness and continues to believe that there is no impact
on effectiveness of its hedges.
The impact of COVID-19 remains uncertain and may be different
from what we have estimated as of the date of approval of
these consolidated financial statements and the Company
will continue to closely monitor any material changes to future
economic conditions.
3. Significant accounting policies
(i) Basis of consolidation
Subsidiaries and controlled trusts
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.
Investments accounted for using the equity method
Investments accounted for using the equity method 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
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 and liabilities of disposal groups that are 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 and liabilities
associated with 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.
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.
(iii) Foreign currency transactions and translation
a) Transactions and balances
Transactions in foreign currency are translated into the respective
functional currencies using the exchange rates prevailing at
the date of the transaction. Foreign exchange gains and losses
resulting from the settlement of such transactions and from
translation at the exchange rates prevailing at the reporting
date of monetary assets and liabilities denominated in foreign
currencies are recognized in the consolidated statement of profit
221
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
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 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 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 profit and loss
as part of the profit or loss on disposal. Goodwill and fair value
adjustments arising on the acquisition of a foreign operation
are treated as assets and liabilities of the foreign operation and
translated at the exchange rate prevailing at the reporting date.
c) Others
Foreign currency differences arising on the translation or
settlement of a financial liability designated as a hedge of a
net investment in a foreign operation are recognized in other
comprehensive income and presented within equity in the FCTR
to the extent the hedge is effective. To the extent the hedge is
ineffective, such differences are recognized in the consolidated
statement of profit and loss.
When the hedged part of a net investment is disposed of,
the relevant amount recognized in FCTR is transferred to the
consolidated statement of profit and loss as part of the profit
or loss on disposal. Foreign currency differences arising from
translation of intercompany receivables or payables relating to
foreign operations, the settlement of which is neither planned
nor likely in the foreseeable future, are considered to form part of
net investment in foreign operation and are recognized in FCTR.
(iv) Financial instruments
A) Non-derivative financial instruments:
Non-derivative financial instruments consist of:
• financial assets, which include cash and cash equivalents, trade
receivables, unbilled receivables, 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, lease liabilities and
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 balance sheet,
bank overdrafts are presented under borrowings within current
liabilities.
b. Investments
Financial instruments measured at amortized cost:
Debt instruments that meet the following criteria are measured at
amortized cost (except for debt instruments that are designated
at fair value through Profit or Loss (FVTPL) on initial recognition):
the asset is held within a business model whose objective is to
hold assets in order to collect contractual cash flows; and
the contractual terms of the instrument give rise on specified
dates to cash flows that are solely payment of principal and
interest on the principal amount outstanding.
Financial instruments measured at fair value through other
comprehensive income (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.
•
•
•
•
222
Annual Report 2019-20
Interest income is recognized in the consolidated statement
of profit and loss for FVTOCI debt instruments. Other changes
in fair value of FVTOCI financial assets are recognized in other
comprehensive income. When the investment is disposed of, the
cumulative gain or loss previously accumulated in reserves is
transferred to the consolidated statement of profit and loss.
Financial instruments measured at fair value through profit or
loss (FVTPL):
Instruments that do not meet the amortized cost or FVTOCI
criteria are measured at FVTPL. Financial assets at FVTPL are
measured at fair value at the end of each reporting period, with
any gains or losses arising on re-measurement recognized in
consolidated statement of profit and loss. The gain or loss on
disposal is recognized in the consolidated statement of profit
and loss.
Interest income is recognized in the consolidated statement of
profit and loss for FVTPL debt instruments. Dividend on financial
assets at FVTPL is recognized when the Group’s right to receive
dividend is established.
Investments in equity instruments designated to be classified as
FVTOCI:
The Company carries certain equity instruments which are not
held for trading. The Company has elected the FVTOCI irrevocable
option for these instruments. Movements in fair value of these
investments are recognized in other comprehensive income and
the gain or loss is not transferred to consolidated statement of
profit and loss on disposal of these investments. Dividends from
these investments are recognized 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 recognized
at fair value and subsequently measured at amortized cost
using the effective interest method, less any impairment losses.
These comprise trade receivables, unbilled receivables, finance
lease receivables, employee and other advances and eligible
current and non-current assets.
d. Trade payables and other payables:
Trade payables and other payables are initially recognized at
fair value, and subsequently carried at amortized cost using
the effective interest method. For these financial instruments,
the carrying amounts approximate fair value due to the short-
term maturity of these instruments. Contingent consideration
recognized
is subsequently
measured at fair value through profit or loss.
in the business combination
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 profit
and loss as cost.
Subsequent to initial recognition, derivative financial instruments
are measured as described below:
a. Cash flow hedges
is discontinued prospectively.
Changes in the fair value of the derivative hedging instruments
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 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
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 profit and loss upon the occurrence of
the related forecasted transaction. If the forecasted transaction
is no longer expected to occur, such cumulative balance is
immediately recognized in the 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
designates foreign currency denominated borrowing as a hedge
of net investment in foreign operations. Changes in the fair
value of the derivative hedging instruments and gains/losses
on translation or settlement of foreign currency denominated
borrowings designated as a hedge of net investment in foreign
operations are recognized in other comprehensive income and
presented within equity in the FCTR to the extent that the hedge
is effective. To the extent that the hedge is ineffective, changes in
fair value are recognized in the consolidated statement of profit
and loss and reported within foreign exchange gains/(losses), net
within results from operating activities.
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c. Others
f) Share options outstanding account
in foreign operations are recognized
Changes in fair value of foreign currency derivative instruments
neither designated as cash flow hedges nor hedges of net
investment
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 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
Ind AS 109. If the Company retains substantially all the risks and
rewards of a transferred financial asset, the Company continues
to recognize the financial asset and 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 Securities premium reserve
The authorized share capital of the Company as at March 31,
2020 is ` 25,274 divided into 12,504,500,000 equity shares
of ` 2 each, 25,000,000 preference shares of ` 10 each and
150,000 10% optionally convertible cumulative preference
shares of ` 100 each. Par value of the equity shares is
recorded as share capital and the amount received in excess
of par value is classified as Securities premium reserve.
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 22,746,081 and 27,353,853 treasury
shares as at March 31, 2020 and 2019, respectively. Treasury
shares are recorded at acquisition cost.
c) Retained earnings
Retained earnings comprises of the Company’s undistributed
earnings after taxes.
d) Capital Reserve
The Share options outstanding account is used to record the
value of equity-settled share based payment transactions with
employees. The amounts recorded in share options outstanding
account are transferred to securities premium reserve upon
exercise of stock options and restricted stock unit options by
employees.
g) Foreign currency translation reserve (FCTR)
The exchange differences arising from the translation of
financial statements of foreign subsidiaries, differences arising
from translation of long-term inter-company receivables or
payables relating to foreign operations settlement of which is
neither planned nor likely in the foreseeable future, changes in
fair value of the derivative hedging instruments and gains/losses
on translation or settlement of foreign currency denominated
borrowings designated as hedge of net investment in foreign
operations are recognized in other comprehensive income, net of
taxes and presented within equity in the FCTR.
h) Cash flow hedging reserve
in fair value of derivative hedging
Changes
instruments
designated and effective as a cash flow hedge are recognized in
other comprehensive income, net of taxes, and presented within
equity as cash flow hedging reserve.
i) Special Economic Zone re-investment reserve
The SEZ 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
said reserve should be utilized by the Company for acquiring plant
and machinery as per terms of Section 10AA(2) of the Income-tax
Act, 1961. This reserve is not freely available for distribution.
j) 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.
k) 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.
Capital Reserve amounting to ` 1,139 (March 31, 2019:
` 1,139) is not freely available for distribution.
l) Buyback of equity shares
e) Capital Redemption Reserve
Capital Redemption Reserve amounting to ` 660 (March 31, 2018:
` 14) 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.
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(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.
Capital work-in-progress are measured at cost less accumulated
impairment losses, if any.
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. Leasehold improvements are amortized over
the shorter of estimated useful life of the asset or the related lease
term. Term licenses are amortized over their respective contract
term. Freehold land is not depreciated. The estimated useful life of
assets are reviewed and where appropriate are adjusted, annually.
The estimated useful lives of assets are as follows:
Category
Buildings
Plant and machinery
Computer equipment and software
Furniture, fixtures and equipment
Vehicles
Useful life
28 to 40 years
5 to 21 years
2 to 7 years
3 to 10 years
4 to 5 years
When parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment. Subsequent
expenditure relating to property, plant and equipment is capitalized
only when it is probable that future economic benefits associated
with these will flow to the Company and the cost of the item can be
measured reliably.
The cost of property, plant and equipment not available for use before
such date are disclosed under capital work-in-progress.
consideration classified as liabilities, other than measurement
period adjustments, are recognized
in the consolidated
statement of profit and loss.
b) Goodwill
The excess of the cost of an acquisition over the Company’s
share in the fair value of the acquiree’s identifiable assets and
liabilities is recognized as goodwill. If the excess is negative, a
bargain purchase gain is recognized in equity as capital reserve.
Goodwill is measured at cost less accumulated impairment (if
any).
Goodwill associated with disposal of an operation that is part
of cash-generating unit is measured on the basis of the relative
values of the operation disposed of and the portion of the cash-
generating unit retained, unless some other method better
reflects the goodwill associated with the operation disposed of.
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 statement of profit and loss.
The estimated useful life of amortizable intangibles are reviewed
and where appropriate are adjusted, annually. The estimated
useful lives of the amortizable intangible assets for the current
and comparative periods are as follows:
Category
Customer-related intangibles
Marketing related intangibles
Useful life
5 to 15 years
3 to 7 years
(viii) Leases
(vii) Business combination, Goodwill and Intangible assets
a) Business combination
The Company evaluates each contract or arrangement, whether it
qualifies as lease as defined under Ind AS 116.
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 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
The Company as a lessee
The Company enters into an arrangement for lease of land, buildings,
plant and machinery including computer equipment and vehicles.
Such arrangements are generally for a fixed period but may have
extension or termination options. The Company assesses, whether
the contract is, or contains, a lease, at its inception. A contract is, or
contains, a lease if the contract conveys the right to –
(a) control use of an identified asset.
(b) obtain substantially all the economic benefits from use of the
identified asset, and
(c) direct the use of the identified asset.
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The Company determines the lease term as the non-cancellable
period of a lease, together with periods covered by an option to extend
the lease, where the Company is reasonably certain to exercise that
option.
The Company at the commencement of the lease contract recognizes
a Right-of-Use (RoU) asset at cost and corresponding lease liability,
except for leases with term of less than twelve months (short term
leases) and low-value assets. For these short term and low value
leases, the company recognizes the lease payments as an operating
expense on a straight-line basis over the lease term.
The cost of the right-of-use assets comprises the amount of the
initial measurement of the lease liability, any lease payments made
at or before the inception date of the lease plus any initial direct costs,
less any lease incentives received. Subsequently, the right-of-use
assets is measured at cost less any accumulated depreciation and
accumulated impairment losses, if any. The right-of-use assets are
depreciated using the straight-line method from the commencement
date over the shorter of lease term or useful life of right-of-use assets.
The estimated useful lives of right-of-use assets are determined on
the same basis as those of property, plant and equipment.
The Company applies Ind AS 36 to determine whether a RoU asset
is impaired and accounts for any identified impairment loss as
described in the impairment of non-financial assets below.
For lease liabilities at the commencement of the lease, the Company
measures the lease liability at the present value of the lease
payments that are not paid at that date. The lease payments are
discounted using the interest rate implicit in the lease, if that rate is
readily determined, if that rate is not readily determined, the lease
payments are discounted using the incremental borrowing rate
that the Company would have to pay to borrow funds, including the
consideration of factors such as the nature of the asset and location,
collateral, market terms and conditions, as applicable in a similar
economic environment.
After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for the
lease payments made.
The Company recognizes the amount of the re-measurement of
lease liability as an adjustment to the right-of-use assets. Where the
carrying amount of the right-of-use asset is reduced to zero and there
is a further reduction in the measurement of the lease liability, the
Company recognizes any remaining amount of the re-measurement
in consolidated statement of profit and loss.
Lease liability payments are classified as cash used in financing
activities in the consolidated statement of cash flows.
The Company as a lessor
Leases under which the Company is a lessor are classified as a
finance or operating lease. Lease contracts where all the risks and
rewards are substantially transferred to the lessee, are classified as
a finance lease. All other leases are classified as operating lease.
For leases under which the Company is an intermediate lessor, the
Company accounts for the head-lease and the sub-lease as two
separate contracts. The sub-lease is further classified either as a
finance lease or an operating lease by reference to the RoU asset
arising from the head-lease.
(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, trade
receivables, unbilled receivables, contract assets, finance lease
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, unbilled receivables,
contract assets and finance 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, right-of-use assets 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.
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.
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
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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 profit and
loss. If at the reporting date, there is an indication that a previously
assessed impairment loss no longer exists, the recoverable
amount is reassessed and the impairment losses previously
recognized are reversed such that the asset is recognized at its
recoverable amount but not exceeding written down value which
would have been reported if the impairment losses had not been
recognized initially. 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.
Remeasurement comprising actuarial gains or losses and the return
on plan assets (excluding interest) are immediately recognized in
other comprehensive income, net of taxes and permanently excluded
from profit or loss. 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
is
Superannuation plan, a defined contribution scheme
administered by third party fund managers. The Company makes
annual contributions based on a specified percentage of each
eligible employee’s salary.
c. Gratuity and Pension
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 also maintains pension and similar plans
for employees outside India, based on the country specific
regulations. These plans are partially funded, and the funds are
managed by third party fund managers. The plans provide for
monthly payout after retirement as per salary drawn and service
period or for a lumpsum payment as set out in rules of each fund.
The Company’s obligation in respect of the above plans, which
are defined benefit plans, is provided for based on actuarial
valuation using the projected unit credit method. The Company
recognizes remeasurement gains and losses of the net defined
benefit liability /(asset) in other comprehensive income.
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
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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 or cash settled instruments, for
rendering services over a defined vesting period and for Company’s
performance-based stock options over the defined 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 profit and loss with a
corresponding increase to the share options outstanding account, a
component of equity.
The equity instruments or cash settled 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 or cash settled instruments that will
eventually vest.
Cash Settled instruments granted are re-measured by reference
to the fair value at the end of each reporting period and at the
time of vesting. The expense is recognized in the consolidated
statement of profit and loss with a corresponding increase to
financial liability.
(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.
Effective April 1, 2018, the Company adopted Ind AS 115 “Revenue
from Contracts with Customers” using the cumulative catch-up
transition method, applied to contracts that were not completed as
of April 1, 2018. The adoption of the new standard has resulted in a
reduction of ` 2,279 in opening retained earnings, primarily relating
to certain contract costs because these do not meet the criteria for
recognition as costs to fulfil a contract.
Revenues from customer contracts are considered for recognition
and measurement when the contract has been approved by the
parties to the contract, the parties to contract are committed to
perform their respective obligations under the contract, and the
contract is legally enforceable. Revenue is recognized upon transfer
of control of promised products or services to customers in an amount
that reflects the consideration the Company expects to receive in
exchange for those products or services. To recognize revenues, the
Company apply the following five step approach: (1) identify the
contract with a customer, (2) identify the performance obligations
in the contract, (3) determine the transaction price, (4) allocate the
transaction price to the performance obligations in the contract, and
(5) recognize revenues when a performance obligation is satisfied.
When there is uncertainty as to collectability, revenue recognition is
postponed until such uncertainty is resolved.
At contract inception, the Company assesses its promise to transfer
products or services to a customer to identify separate performance
obligations. The Company applies judgement to determine whether
each product or services promised to a customer are capable of being
distinct, and are distinct in the context of the contract, if not, the
promised product or services are combined and accounted as a single
performance obligation. The Company allocates the arrangement
consideration to separately identifiable performance obligation
based on their relative stand-alone selling price or residual method.
Stand-alone selling prices are determined based on sale prices for
the components when it is regularly sold separately, in cases where
the Company is unable to determine the stand-alone selling price
the Company uses third-party prices for similar deliverables or the
Company uses expected cost-plus margin approach in estimating
the stand-alone selling price.
For performance obligations where control is transferred over time,
revenues are recognized by measuring progress towards completion
of the performance obligation. The selection of the method to measure
progress towards completion requires judgment and is based on the
nature of the promised products or services to be provided.
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 are recognized
as the related services are rendered.
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B. Fixed-price contracts
i. Fixed-price development contracts
from fixed-price contracts,
Revenues
including software
development, and integration contracts, where the performance
obligations are satisfied over time, are recognized using
the “percentage-of-completion” method. The performance
obligations are satisfied as and when the services are rendered
since the customer generally obtains control of the work as it
progresses. 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 is not able to reasonably measure
the progress of completion, revenue is recognized only to the
extent of costs incurred for which recoverability is probable.
When total cost estimates exceed revenues in an arrangement,
the estimated losses are recognized
in the consolidated
statement of profit and loss in the period in which such losses
become probable based on the current contract estimates as an
onerous contract provision.
A contract asset is a right to consideration that is conditional
upon factors other than the passage of time. Contract assets
primarily relate to unbilled amounts on fixed-price development
contracts and are classified as non-financial asset as the
contractual right to consideration is dependent on completion of
contractual milestones.
A contract liability is an entity’s obligation to transfer goods
or services to a customer for which the entity has received
consideration (or the amount is due) from the customer.
Unbilled receivables on other than fixed price development
contracts are classified as a financial asset where the right to
consideration is unconditional upon passage of time.
ii. Maintenance contracts
Revenues related to fixed-price maintenance contracts are
recognized on a straight-line basis when services are recognized
based on our right to invoice for services performed through
an indefinite number of repetitive acts over a specified period
or ratably using percentage of completion method when the
pattern of benefits from the services rendered to the customers
and the cost to fulfil the contract is not even through the period
of contract because the services are generally discrete in nature
and not repetitive.
Revenue for contracts in which the invoicing is representative
of the value being delivered. If our invoicing is not consistent
with value delivered, revenues are recognized as the service is
performed using the percentage of completion method.
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.
iii. Element or Volume based contracts
Revenues and costs are recognized as the related services are
rendered.
C. Products
Revenue on product sales are recognized when the customer
obtains control of the specified product.
D. Others
• Any change in scope or price is considered as a contract
modification. The Company accounts for modifications to
existing contracts by assessing whether the services added are
distinct and whether the pricing is at the stand-alone selling
price. Services added that are not distinct are accounted for on
a cumulative catch up basis, while those that are distinct are
accounted for prospectively, either as a separate contract if the
additional services are priced at the stand-alone selling price, or
as a termination of the existing contract and creation of a new
contract if not priced at the stand-alone selling price.
• The Company accounts for variable considerations like, volume
discounts, rebates, pricing incentives to customers and penalties
as reduction of revenue on a systematic and rational basis over
the period of the contract. The Company estimates an amount of
such variable consideration using expected value method or the
single most likely amount in a range of possible consideration
depending on which method better predicts the amount of
consideration to which the Company may be entitled and when
it is probable that a significant reversal of cumulative revenue
recognized will not occur when the uncertainty associated with
the variable consideration is resolved.
• Revenues are shown net of allowances/ returns, sales tax, value
added tax, goods and services tax and applicable discounts and
allowances.
• The Company accrues the estimated cost of warranties at the
time when the revenue is recognized. The accruals are based
on the Company’s historical experience of material usage and
service delivery costs.
•
Incremental costs that relate directly to a contract and incurred
in securing a contract with a customer are recognized as an asset
when the Company expects to recover these costs and amortized
over the contract term.
• The Company recognizes contract fulfilment cost as an asset if
those costs specifically relate to a contract or to an anticipated
contract, the costs generate or enhance resources that will be
used in satisfying performance obligations in future; and the
costs are expected to be recovered. The asset so recognized is
amortized on a systematic basis consistent with the transfer of
goods or services to customer to which the asset relates.
• The Company assesses the timing of the transfer of goods or
services to the customer as compared to the timing of payments
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to determine whether a significant financing component
exists. As a practical expedient, the Company does not assess
the existence of a significant financing component when the
difference between payment and transfer of deliverables is a
year or less. If the difference in timing arises for reasons other
than the provision of finance to either the customer or us, no
financing component is deemed to exist.
• The Company may enter into arrangements with third party
suppliers to resell products or services. In such cases, the
Company evaluates whether the Company is the principal (i.e.
report revenues on a gross basis) or agent (i.e. report revenues on
a net basis). In doing so, the Company first evaluates whether the
Company controls the good or service before it is transferred to
the customer. If Company controls the good or service before it is
transferred to the customer, Company is the principal; if not, the
Company is the agent.
• Estimates of transaction price and total costs or efforts are
continuously monitored over the term of the contract and are
recognized in net profit in the period when these estimates
change or when the estimates are revised. Revenues and the
estimated total costs or efforts are subject to revision as the
contract progresses.
(xv) Finance costs
Finance costs comprises interest cost on borrowings and lease
liabilities, gains or losses arising on re-measurement of financial
assets measured at FVTPL, gains/ (losses), net, 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 profit and loss
using the effective interest method.
(xvi) Other income
Finance and other income comprises interest income on deposits,
dividend income and gains / (losses) on disposal of investments.
Interest income is recognized using the effective interest method.
Dividend income is recognized when the right to receive payment is
established.
(xvii) Income tax
Income tax comprises current and deferred tax. Income tax expense
is recognized in the consolidated statement of profit and loss except
to the extent it relates to a business combination, or items directly
recognized in equity or in other comprehensive income.
a) Current income tax
Current income tax for the current and prior periods are
measured at the amount expected to be recovered from or paid
to the taxation authorities based on the taxable income for the
period. The tax rates and tax laws used to compute the current
tax amounts are those that are enacted or substantively enacted
as at the reporting date and applicable for the period. While
determining the tax provisions, the Company assesses whether
each uncertain tax position is to be considered separately or
together with one or more uncertain tax positions depending the
nature and circumstances of each uncertain tax position. 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
income tax assets and
Deferred income tax is recognized using the balance sheet
approach. Deferred
liabilities are
recognized for deductible and taxable temporary differences
arising between the tax base of assets and liabilities and their
carrying amount in these consolidated 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
temporary differences associated with
period,
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.
taxable
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, except where the results would be anti-dilutive.
230
Annual Report 2019-20
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 associated with investing
or financing cash flows. The cash from operating, investing and
financing activities of the Company are segregated.
(xx) Assets held for sale
Sale of business is classified as held for sale, if their carrying amount
is intended to be recovered principally through sale rather than
through continuing use. The condition for classification as held for
sale is met when disposal business is available for immediate sale
and the same is highly probable of being completed within one year
from the date of classification as held for sale.
(xxi) 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.
(xxii) Disposal of assets
The gain or loss arising on disposal or retirement of assets are
recognized in the consolidated statement of profit and loss.
New Accounting standards adopted by the Company:
Ind AS 116 - Leases
On April 1, 2019, the Company adopted Ind AS 116, Leases, which
applied to all lease contracts outstanding as at April 1, 2019, using
modified retrospective method by recording the cumulative effect
of initial application as an adjustment to opening retained earnings.
The Company has made use of the following practical expedients
available in its transition to Ind AS 116: -
a) The Company will not reassess whether a contract is or contains
a lease. Accordingly, the definition of lease in accordance
with Ind AS 17 will continue to be applied to lease contracts
entered by the Company or modified by the Company before
April 1, 2019,
b) The Company has applied a single discount rate to a portfolio
of leases of similar assets in similar economic environment.
Consequently, the Company has recorded its lease liability using
the present value of remaining lease payments, discounted using
the incremental borrowing rate at the date of initial application
and the right-of-use asset at its carrying amount as if the
standard had been applied since the commencement date of the
lease, but discounted using the incremental borrowing rate at
the date of initial application,
c) The Company excluded the initial direct costs from measurement
of the RoU asset,
d) The Company does not recognize RoU assets and lease liabilities
for leases with less than twelve months of lease term and low-
value assets on the date of initial application.
The weighted average of discount rate applied to lease liabilities as
at April 1, 2019 is 5.7%.
On adoption of Ind AS 116,
a) the Company has
recognized
right-of-use assets of
` 13,630 and corresponding lease liability ` 15,379.
b) the net carrying value of assets procured under the finance lease
of ` 1,243 (gross carrying and accumulated depreciation value
of ` 3,420 and ` 2,177 respectively) have been reclassified from
property, plant and equipment to right-of-use assets,
c) obligations under finance leases ` 2,002 (non-current and
current obligation under finance leases ` 496 and ` 1,506
respectively) have been reclassified to lease liabilities.
d) prepaid rent on leasehold land and other assets, which were
earlier classified under Other assets have been reclassified to
right-of-use assets by ` 2,222
The adoption of the new standard has resulted in a reduction of
` 872 in opening retained earnings, net of deferred tax asset of
` 138.
During the year ended March 31, 2020, the Company recognized
in the consolidated statement of profit and loss –
a) Depreciation expense from right-of-use assets of ` 5,911
(Refer Note 5)
Interest expenses on lease liabilities of ` 914
b)
c) Rent expense amounting to ` 44 pertaining to leases of low-value
assets and ` 2,085 pertaining to leases with less than twelve
months of lease term has been included under Facility expenses
d)
Income from subleasing right-of-use assets is not material
Refer Note 5 for additions to right-of-use assets during the
year ended March 31, 2020 and carrying amount of right-of-use
assets as at March 31, 2020 by class of underlying asset.
As at March 31, 2020, the Company is committed to certain
leases amounting to ` 1,399 which have not yet commenced. The
term of such lease’s ranges from 2 to 8 years.
Lease payments during the year are disclosed under financing
activities in the consolidated statement of cash flows.
The comparatives as at and for the year ended March 31, 2019
have not been retrospectively restated.
The adoption of Ind AS 116 did not have any material impact
on consolidated statement of profit and loss and earnings per
share.
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Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
The difference between the lease obligation disclosed as of March 31, 2019 under Ind AS 17 and the value of the lease liabilities as of April
1, 2019 is primarily on account of practical expedients exercised for low value assets and short term leases as at adoption of the standard,
in measuring the lease liability and discounting the lease liabilities to the present value in accordance with Ind AS 116.
Particulars
Operating lease commitments disclosed as at March 31, 2019
(Less): Impact of discounting on opening lease liability
(Less): Short-term leases not recognized as a liability
(Less): Low-value leases not recognized as a liability
(Less): Leases commencing after 1st April, but entered into on or before 31st March
Lease liability recognized as at April 1, 2019
Total
` 19,741
(1,954)
(1,675)
(64)
(669)
` 15,379
Appendix C to Ind AS 12 - Uncertainty over income tax treatMments
The Ministry of Corporate Affairs issued Appendix C to Ind AS 12 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 Ind AS 12. The adoption of Appendix C to Ind AS 12 did not have any material impact
on the consolidated financial statements of the Company.
Amendment to Ind AS 12 – Income Taxes
The Ministry of Corporate Affairs issued amendments to Ind AS 12 – Income Taxes. The amendments clarify that an entity shall recognize the
income tax consequences of dividends on financial instruments classified as equity according to where the entity originally recognized those
past transactions or events that generated distributable profits were recognized. The adoption of amendment to Ind AS 12 did not have any
material impact on consolidated financial statements of the Company.
Amendment to Ind AS 19 - Plan Amendment, Curtailment or Settlement
The Ministry of Corporate Affairs issued amendments to Ind AS 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. The adoption of amendment to Ind AS 19 did not have any material impact on consolidated
financial statements of the Company.
New Accounting standards not yet adopted by the Company:
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such notification which would
have been applicable from April 1, 2020.
4. Property, plant and equipment
Gross carrying value:
As at April 1, 2019
Reclassified on adoption of Ind AS 116
Adjusted balance as at April 1, 2019
Translation adjustment
Additions
Additions through business combinations
Disposals
As at March 31, 2020
Accumulated depreciation/ impairment:
As at April 1, 2019
Reclassified on adoption of Ind AS 116
Adjusted balance as at April 1, 2019
Translation adjustment
Depreciation and impairment **
Disposals
As at March 31, 2020
Net book value as at March 31, 2020
Land
Buildings
Plant and
machinery *
Furniture and
fixtures
Office
equipment
Vehicles
Total
` 3,697
-
` 3,697
9
55
-
-
` 3,761
` -
-
` -
-
-
-
` -
` 3,761
` 27,294
-
` 27,294
84
9,130
5
(199)
` 36,314
` 6,659
-
` 6,659
32
1,315
(118)
` 7,888
` 28,426
` 92,286
(3,420)
` 88,866
1,437
13,571
417
(3,676)
` 100,615
` 73,129
(2,177)
` 70,952
1,066
8,624
(2,649)
` 77,993
` 22,622
` 10,500
-
` 10,500
64
2,435
6
(104)
` 12,901
` 8,163
-
` 8,163
46
992
(84)
` 9,117
` 3,784
` 5,908
-
` 5,908
65
1,052
1
(154)
` 6,872
` 4,335
-
` 4,335
45
564
(15)
` 4,929
` 1,943
` 948
-
` 948
(5)
11
-
(146)
` 808
` 682
-
` 682
(2)
175
(128)
` 727
` 81
` 140,633
(3,420)
` 137,213
1,654
26,254
429
(4,279)
` 161,271
` 92,968
(2,177)
` 90,791
1,187
11,670
(2,994)
` 100,654
` 60,617
232
Annual Report 2019-20
Gross carrying value:
As at April 1, 2018
Translation adjustment
Additions
Disposals
As at March 31, 2019
Accumulated depreciation/ impairment:
As at April 1, 2018
Translation adjustment
Depreciation and impairment **
Disposals
As at March 31, 2019
Net book value as at March 31, 2019
Land
Buildings
Plant and
machinery *
Furniture and
fixtures
Office
equipment
Vehicles
Total
` 3,637
(5)
65
-
` 3,697
` -
-
-
-
` -
` 3,697
` 24,949
(8)
2,684
(331)
` 27,294
` 87,142
613
10,402
(5,871)
` 92,286
` 9,858
2
1,477
(837)
` 10,500
` 5,771
8
1,031
(151)
` 6,659
` 20,635
` 65,269
332
12,295
(4,767)
` 73,129
` 19,157
` 7,795
(4)
788
(416)
` 8,163
` 2,337
` 5,817
(2)
474
(381)
` 5,908
` 4,093
(2)
575
(331)
` 4,335
` 1,573
` 1,139
(6)
4
(189)
` 948
` 132,542
594
15,106
(7,609)
` 140,633
` 506
(3)
304
(125)
` 682
` 266
` 83,434
331
14,993
(5,790)
` 92,968
` 47,665
* Including net carrying value of computer equipment and software amounting to ` 16,844 and ` 16,375 as at March 31, 2020 and 2019,
respectively.
** Includes impairment charge on software platform recognized on acquisitions, amounting to Nil and ` 1,480 for the year ended March
31, 2020 and 2019, respectively.
5. Right-of-use assets
Gross carrying value:
As at April 1, 2019
Additions
Additions through Business combinations
Disposals
Translation adjustment
As at March 31, 2020
Accumulated depreciation:
Depreciation
Disposals
Translation adjustment
As at March 31, 2020
Net carrying value as at March 31, 2020
* includes computer equipment
6. Goodwill and Other intangible assets
The movement in goodwill balance is given below:
Balance at the beginning of the year
Translation adjustment
Disposal (Refer Note 22)
Acquisition through business combination (Refer Note 7)
Assets reclassified as held for sale (Refer Note 22)
Balance at the end of the year
Category of RoU Asset
Land
Buildings
Plant and
machinery *
Vehicles
Total
` 2,003
-
-
-
-
` 2,003
` 27
-
-
` 27
` 11,502
3,520
364
(41)
279
` 15,624
` 3,884
(18)
62
` 3,928
` 2,941
1,210
-
(47)
132
` 4,236
` 1,731
(47)
37
` 1,721
` 649
219
-
(59)
17
` 826
` 269
(10)
6
` 265
` 17,095
4,949
364
(147)
428
` 22,689
` 5,911
(75)
105
` 5,941
` 16,748
As at
March 31, 2020
` 113,220
8,841
-
4,833
-
` 126,894
March 31, 2019
` 114,046
4,307
(4,893)
-
(240)
` 113,220
The Company is organized by three operating segments: IT Services and IT Products and India State Run Enterprise. Goodwill as at March
31, 2020 and 2019 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.
233
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
Goodwill has been allocated to the CGUs as at March 31, 2020 as follows:
CGUs
Banking Financial Services and Insurance (BFSI)
Healthcare and Life Sciences (Health BU)
Consumer (CBU)
Energy, Natural Resources and Utilities (ENU)
Manufacturing (MFG)
Technology (TECH)
Communication (COMM)
Following table presents the allocation of goodwill to the CGUs for the year ended March 31, 2019:
CGUs
Banking Financial Services and Insurance (BFSI)
Healthcare and Life Sciences (Health BU)
Consumer (CBU)
Energy, Natural Resources and Utilities (ENU)
Manufacturing (MFG)
Technology (TECH)
Communication (COMM)
March 31, 2020
` 19,225
55,642
14,501
15,782
8,040
12,661
1,043
` 126,894
As at
March 31, 2019
` 17,713
50,670
13,587
15,203
5,370
9,707
970
` 113,220
For 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, 2020 and 2019 as the recoverable value of the CGUs exceeded
the carrying value. Further, none of the CGU’s tested for impairment as at March 31, 2020 and 2019 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, 2019
Translation adjustment
Acquisition through business combinations (Refer Note 7)
As at March 31, 2020
Accumulated depreciation/ impairment:
As at April 1, 2019
Translation adjustment
Amortization and impairment*
As at March 31, 2020
Net carrying value as at March 31, 2020
Gross carrying value:
As at April 1, 2018
Translation adjustment
Disposal (Refer Note 22)
As at March 31, 2019
Customer related
Marketing related
Total
Intangible assets
` 26,924
` 5,945
` 32,869
1,031
4,535
382
371
1,413
4,906
` 32,490
` 6,698
` 39,188
` 15,345
` 3,762
` 19,107
220
2,333
` 17,898
` 14,592
226
940
` 4,928
` 1,770
446
3,273
` 22,826
` 16,362
` 26,586
` 6,551
` 33,137
555
(217)
217
(823)
772
(1,040)
` 26,924
` 5,945
` 32,869
234
Annual Report 2019-20
Accumulated depreciation/ impairment:
As at April 1, 2018
Translation adjustment
Amortization and impairment*
Disposal (Refer Note 22)
As at March 31, 2019
Net carrying value as at March 31, 2019
Customer related
Intangible assets
Marketing related
Total
` 12,263
35
3,148
(101)
` 15,345
` 11,579
` 2,761
64
1,136
(199)
` 3,762
` 2,183
` 15,024
99
4,284
(300)
` 19,107
` 13,762
* includes impairment charge on certain intangible assets recognized on acquisitions, amounting to Nil and ` 838 for the year ended March
31, 2020 and 2019, respectively.
As at March 31, 2020, the estimated remaining amortization period for intangible assets acquired on acquisition are as follows:
Acquisition
ATCO I-Tek
Cellent AG
Appirio Inc.
Vara Infotech Private Limited
International TechneGroup Incorporated
Rational Interaction, Inc.
Other entities
7. Business combination
Estimated remaining amortization period
4.50 years
0.75 – 2.75 years
1.75 years
6.50 - 9.50 years
4.50 years
2.75 - 6.75 years
0.25 – 12.25 years
Summary of material acquisitions during the year ended March 31, 2020 is given below:
During the year ended March 31, 2020, the Company has completed three business combinations (which both individually and in aggregate
are not material) for a total consideration of ` 10,433. These include (a) taking over customer contracts, leased facilities, assets and
employees of Vara Infotech Private Limited, (b) the acquisition of International TechneGroup Incorporated, a global digital engineering and
manufacturing solutions company and (c) the acquisition of Rational Interaction, Inc, a digital customer experience management company.
The following table presents the provisional purchase price allocation:
Description
Net assets
Customer related intangibles
Marketing related intangibles
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
Purchase price
allocated
` 907
4,535
371
(213)
` 5,600
4,833
10,433
Net assets acquired include ` 317 of cash and cash equivalents and trade receivable valued at ` 831.
The goodwill of ` 4,833 comprises value of acquired workforce and expected synergies arising from the business combinations. The
goodwill was allocated to IT Services segment and is partially deductible for income tax purpose in India and United States.
The pro-forma effects of these business combinations on the Company’s results were not material.
Summary of material acquisitions during the year ended March 31, 2018 is given below:
During the year ended March 31, 2018, 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) the acquisition of IT service provider which is focused on
Brazilian markets, (b) the acquisition of a design and business strategy consultancy firm based in the United States, and (c) the acquisition
of intangible assets, assembled workforce and a multi-year service agreement which qualify as business combination.
The following table presents the provisional allocation of purchase price:
235
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
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 to IT Services segment and is partially deductible for United States federal income tax purpose.
Net assets acquired include ` 58 of cash and cash equivalents and trade receivables valued at ` 215.
8.
Investments
Non-current
Financial instruments measured at FVTOCI
Equity instruments - unquoted (Refer Note 8.1)
Financial instruments at amortized cost
Inter corporate and term deposits - unquoted *
Aggregate amount of unquoted investments
Current
As at
March 31, 2020
March 31, 2019
` 9,297
` 6,916
5
` 9,302
` 9,302
-
` 6,916
` 6,916
As at
March 31, 2020
March 31, 2019
Financial instruments measured at FVTOCI
Commercial papers, Certificate of deposits and bonds - unquoted (Refer Note 8.3)
Non-convertible debentures, government securities and commercial papers -
quoted (Refer Note 8.4)
` 20,126
` 43,030
135,461
142,018
Financial instruments at amortized cost
Inter corporate and term deposits -unquoted *
Financial instruments measured at FVTPL
Investments in liquid and short-term mutual funds - unquoted (Refer Note 8.2)
Aggregate amount of quoted investments and aggregate market value thereof
Aggregate amount of unquoted investments
19,253
21,708
14,795
` 189,635
` 135,461
` 54,174
13,960
` 220,716
` 142,018
` 78,698
* These deposits earn a fixed rate of interest. Term deposits include non-current and current deposits in lien with banks primarily on
account of term deposits held as margin money deposits against guarantees amounting to ` 5 and ` 796, respectively (March 31, 2019:
Term Deposits current of ` 463).
Investments accounted for using the equity method
The Company has no material associates as at March 31, 2020. 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:
Carrying amount of the Company’s interest in associates accounted for using the equity method
Company’s share of net profit/(loss) of associates accounted for using the equity method
in consolidated statement of profit and loss
As at
March 31, 2020
` 1,383
March 31, 2019
` 1,235
For the year ended March 31,
2020
2019
` 29
` (43)
236
Annual Report 2019-20
Details of investments:
8.1 Details of investments in equity instruments- classified as FVTOCI
Particulars
Non-current
Ensono Holdings, LLC
Headspin Inc
IntSights Cyber Intelligence Limited
Tricentis
Vectra Networks, Inc
TLV Partners
Incorta Inc, Ltd.
Tradeshift Inc.
CloudGenix
Avaamo Inc.
Vicarious FPC, Inc.
Moogsoft (Herd) Inc.
TLV Partners II, L.P.
Sealights Technologies Ltd
CloudKnox Security Inc.
Harte Hanks Inc.
B Capital Fund II, L.P.
Work-Bench Ventures II - A, LP
CyCognito
Wep Peripherals Ltd.
Boldstart Ventures IV, L.P.
Altizon Systems Private Limited
Glilot Capital Partners III L.P.
Wep Solutions Limited
Drivestream India Private Limited
TLV Partners III, L,P.
Emailage Corp.
Imanis Inc (formerly known as Talena Inc.)
eSilicon
WAISL Limited (formerly Wipro Airport IT
Services Limited)
Mycity Technology Limited
Opera Solutions LLC
Total
Number of Shares
As at
Carrying value
As at
March 31, 2020
March 31, 2019
March 31, 2020
March 31, 2019
13,024,920
230,733
2,191,903
4,933,051
1,811,807
-
1,458,272
384,615
1,946,131
1,887,193
42,392
1,230,182
-
1,343,635
2,389,486
9,926
-
-
122,075
306,000
-
23,758
-
1,836,000
267,600
-
-
-
-
44,935
2,390,433
13,024,920
230,733
1,981,365
4,933,051
1,811,807
-
-
384,615
1,946,131
1,887,193
42,392
1,230,182
-
-
-
9,926
-
-
122,075
306,000
-
23,758
-
1,836,000
267,600
-
373,800
10,103,248
1,485,149
550,000
44,935
2,390,433
` 2,733
849
641
588
582
567
529
510
378
260
244
227
190
151
151
119
118
118
99
68
49
38
28
27
19
14
-
-
-
-
-
-
` 9,297
` 1,752
401
517
570
532
320
-
466
347
238
223
139
70
-
-
248
-
44
91
40
28
144
1
40
19
-
455
121
104
6
-
-
` 6,916
8.2 Investments in liquid and short-term mutual funds - unquoted – classified as FVTPL
Particulars
Current
HDFC Arbitrage Fund - Wholesale Plan - Monthly
Dividend- Direct Plan
HDFC Arbitrage Fund - Wholesale Plan - Growth
Kotak Equity Arbitrage Fund - Direct Plan - Growth
SBI Overnight Fund Direct Plan Growth
IDFC Arbitrage Fund - Growth - Direct Plan
ICICI Prudential Equity Arbitrage Fund - Direct Plan
- Growth
Number of Units
As at
Carrying value
As at
March 31, 2020
March 31, 2019
March 31, 2020
March 31, 2019
-
200,321,433
` -
` 2,097
-
-
388,332
-
-
2,100
1,974
1,616
1,241
1,229
-
-
1,201
-
-
141,089,753
67,906,978
496,725
48,133,290
45,551,909
237
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Particulars
UTI Overnight Fund Direct Plan Growth
UTI Arbitrage Fund-Growth Plan
L&T Cash Fund Direct Plan Growth
Axis Overnight Fund
DSP Overnight Fund Direct Plan Growth
HSBC Overnight Fund
Invesco India Overnight Fund
ICICI Prudential Overnight Fund Direct Growth
HDFC Overnight Fund Direct Plan Growth
ABSL Overnight Fund Direct Plan Growth
Sundaram Overnight Fund
Tata Overnight Fund
IDFC Overnight Fund
Kotak Overnight Fund
IDFC Arbitrage Fund – Monthly Dividend- Direct Plan
ICICI Prudential Equity Arbitrage Fund - Direct Plan
- Dividend
Kotak Equity Arbitrage - Direct - Fortnight Dividend
Religare Ultra Short Term Fund - Institutional Growth
Reliance Interval Fund - Monthly Series I - IP - Dividend
^ Value is less than ` 1
Number of Units
As at
Carrying value
As at
March 31, 2020
407,120
36,445,590
460,742
590,406
488,697
479,479
495,317
4,526,064
145,665
231,342
228,041
107,199
67,569
62,144
-
-
-
-
-
March 31, 2019
462,995
-
168,996
389,144
345,742
-
-
5,864,741
70,899
1,771,126
-
250,125
594,622
691,520
88,833,898
79,919,884
83,782,796
15
15
March 31, 2020
1,113
996
718
623
522
500
500
488
432
250
242
113
72
66
-
-
-
-
-
` 14,795
March 31, 2019
1,203
-
250
390
351
-
-
600
200
1,818
-
250
602
700
1,168
1,158
1,972
^
^
` 13,960
8.3
Investment in certificate of deposits/ commercial papers and bonds (unquoted)– classified as FVTOCI
Particulars of issuer
Current
ICICI Bank
Axis Bank
National Bank for Agriculture and Rural Development
Small Industries Development Bank of India
Kotak Mahindra Bank
Kotak Mahindra Investments Limited
Kotak Mahindra Prime Limited
Aditya Birla Finance Limited
Tata Capital Housing Finance Limited
Tata Capital Financial Services Limited
HDFC Bank Limited
HDB Financial Services Limited
Total
As at
March 31, 2020
March 31, 2019
` 957
9,139
8,833
1,197
-
-
-
-
-
-
-
-
` 20,126
` 11,311
4,309
1,000
4,302
9,362
2,864
2,585
1,988
1,881
1,499
992
937
` 43,030
8.4 Investment in non-convertible debentures, government securities and commercial papers (quoted) – classified as FVTOCI
Particulars of issuer
Current
National Highways Authority of India
Rural Electrification Corporation Limited
HDB Financial Services Limited
Government Securities
Power Finance Corporation Limited
Kotak Mahindra Prime Limited
Tata Capital Financial Services Limited
Small Industries Development Bank of India
238
As at
March 31, 2020
March 31, 2019
` 18,802
14,114
13,633
12,978
12,248
12,090
12,000
8,914
` 18,055
4,929
13,038
6,862
13,169
10,855
13,708
4,912
Annual Report 2019-20 Kotak Mahindra Investments Limited
Housing Development Finance Corporation Limited
Indian Railway Finance Corporation Limited
National Bank for Agriculture and Rural Development
Aditya Birla Finance Limited
Axis Bank
NTPC Limited
Tata Capital Housing Finance Limited
HDFC Bank Limited
ANZ Bank
LIC Housing Finance Limited
Total
9. Financial instruments
Financial assets and liabilities (carrying value / fair value)
Assets:
Cash and cash equivalents
Investments
Financial instruments at FVTPL
Financial instruments at FVTOCI
Financial instruments at Amortized cost
Other financial assets
Trade receivables
Unbilled receivables
Other assets
Derivative assets
Liabilities:
Trade payables and other payables
Trade payables
Lease liabilities
Other financial liabilities
Borrowings *
Derivative liabilities
As at
March 31, 2020
8,283
5,692
4,857
4,574
1,882
1,823
1,679
1,273
614
5
-
` 135,461
March 31, 2019
5,238
7,151
4,473
13,460
11,596
517
417
5,765
462
3
7,408
` 142,018
As at
March 31, 2020
March 31, 2019
` 144,499
` 158,529
14,795
164,884
19,258
110,523
25,209
14,495
3,025
` 496,688
` 58,400
19,198
20,779
78,042
7,369
` 183,788
13,960
191,964
21,708
104,862
22,880
19,757
5,104
` 538,764
` 62,660
-
26,288
99,467
1,310
` 189,725
* Includes current obligation under borrowings classified under “Other current financial liabilities”
Offsetting financial assets and liabilities
The following table contains information on other financial assets and trade payables and other payables, subject to offsetting:
Financial Assets:
Gross amount of recognized other financial assets
Gross amount of recognized financial liabilities set off in the consolidated balance sheet
Net amount of other financial assets presented in the consolidated balance sheet
Financial liabilities
Trade payables
Gross amount recognized as Trade payables and other payables
Gross amount of recognized financial liabilities 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, 2020
March 31, 2019
` 157,304
(7,077)
` 150,227
` 86,256
(7,077)
` 79,179
` 154,129
(6,630)
` 147,499
` 95,578
(6,630)
` 88,948
239
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 receivables, finance lease receivables,
employee and other advances, eligible current and non-current assets, borrowings, trade payables, eligible current liabilities and non-
current liabilities.
The fair value of cash and cash equivalents, trade receivables, unbilled receivables, 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 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, 2020 and 2019, 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:
As at March 31, 2020
Fair value measurements at reporting date
As at March 31, 2019
Fair value measurements at reporting date
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Cash flow hedges
` 1,382 ` -
` 1,382 ` - ` 3,149
` -
` 3,149
` -
Others
Investments:
Investment in liquid and
short-term mutual funds
Investment in equity
instruments
Commercial paper,
Certificate of deposits and
bonds
Liabilities
Derivative instruments:
Cash flow hedges
Others
1,643
-
1,643
14,795
14,795
-
-
-
1,955
-
1,955
13,960
13,960
-
-
-
9,297
-
119
9,178
6,916
-
248
6,668
155,587
12,983
142,604
-
185,048
6,865
178,183
-
` (4,057) ` -
-
(3,312)
` (4,057)
(3,312)
` - ` (130)
(1,180)
-
` -
-
` (130)
(1,180)
` -
-
240
Annual Report 2019-20 The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above
table.
Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with various counterparties,
primarily 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, 2020, the changes in counterparty credit risk had no
material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments
recognized at fair value.
Investment in commercial papers, certificate of deposits and bonds: Fair value of these instruments is derived based on the indicative
quotes of price and yields prevailing in the market as at reporting date.
The following methods and assumptions were used to estimate the fair value of the level 3 financial instruments included in the above
table.
Investment in equity instruments: Fair value of these instruments is determined using market and income approaches.
Details of assets and liabilities considered under Level 3 classification
Particulars
Balance as at April 1, 2019
Additions
Transfers out of level 3
Disposal
Gain recognized in foreign currency translation reserve
Gain recognized in other comprehensive income
Balance as at March 31, 2020
Balance as at April 1, 2018
Additions
Transfers out of level 3
Disposal
Gain recognized in foreign currency translation reserve
Loss recognized in other comprehensive income
Balance as at March 31, 2019
Description of significant unobservable inputs to valuation:
As at March 31, 2020
Investment in equity
instruments
` 6,668
2,124
-
(1,327)
855
858
` 9,178
` 5,685
2,869
(647)
(1,341)
203
(101)
` 6,668
Items
Valuation technique
Significant unobservable
input
Movement
by
Increase
(`)
Decrease
(`)
Unquoted equity
investments
Discounted
cash flow model
Long term growth rate
Discount rate
0.5%
0.5%
298
(388)
(273)
404
As at March 31, 2019
Items
Valuation technique
Significant unobservable
input
Movement
by
Increase
(`)
Decrease
(`)
Unquoted equity
investments
Discounted
cash flow model
Long term growth rate
Discount rate
0.5%
0.5%
201
(243)
(187)
256
As at March 31, 2020 and 2019, 0.5 percentage point increase/(decrease) in the unobservable inputs used in fair valuation of other Level 3
assets doesnot 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.
241
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding:
As at
(in million)
March 31, 2020
March 31, 2019
Notional
Fair value
Notional
Fair value
Designated derivative instruments
Sell: Forward contracts
Range forward option contracts
USD
€
£
AUD
USD
£
€
AUD
1,011
121
52
144
474
98
39
-
Interest rate swaps
USD
-
Non-designated derivative instruments
Sell: Forward contracts*
Range forward option contracts
Buy: Forward contracts
USD
€
£
AUD
SGD
ZAR
CAD
SAR
AED
PLN
CHF
QAR
TRY
NOK
OMR
SEK
MYR
JPY
USD
€
£
USD
JPY
MXN
DKK
1,314
59
81
56
7
17
51
60
34
7
19
30
19
2
13
20
325
-
-
-
480
-
11
9
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
(2,902)
231
240
741
(1,057)
(13)
85
-
USD
€
-
£ -
97
AUD
USD
1,067
£ 191
€ 153
56
AUD
-
USD
75
(3,116)
34
112
115
8
1
153
(1)
-
13
4
(8)
31
16
1
4
1
^
USD
1,182
€ 32
£ 1
82
11
56
56
123
9
38
10
3
28
29
1
35
-
-
AUD
SGD
ZAR
CAD
SAR
AED
PLN
CHF
QAR
TRY
NOK
OMR
SEK
MYR
JPY
1
-
-
-
USD
150
€
31
£ 71
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
1,410
-
-
15
1,149
68
349
39
(11)
1,359
55
(1)
28
1
14
40
(1)
^
15
^
(1)
12
4
(1)
5
-
-
161
12
57
`
`
972
-
(9)
^
` (4,344)
USD
JPY
MXN
DKK
730
154
9
75
`
(971)
^
^
`
(13)
` 3,794
* USD 1,314 and USD 1,182 includes USD/PHP sell forward of 176 and 117 as at March 31, 2020 and 2019, respectively.
^ Value is less than ` 1
242
Annual Report 2019-20
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 consolidated 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, 2020
` 3,019
March 31, 2019
` (143)
(201)
(2,312)
(3,382)
` (5,895)
` (2,876)
561
` (2,315)
6
1,069
2,087
` 3,162
` 3,019
(604)
` 2,415
*Includes net gain/(loss) reclassified to revenue (March 31, 2020: ` (4,761), March 31, 2019: ` 2,585) and cost of revenues (March 31, 2020:
` 1,379, March 31, 2019: ` (498)).
The related hedge transactions for balance in cash flow hedging
reserves as at March 31, 2020 are expected to occur and be
reclassified to the consolidated statement of profit and loss
over a period of three years.
As at March 31, 2020 and 2019, 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 receivables,
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, 2020
and 2019 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
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 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
243
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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
in foreign
to hedge forecasted cash flows denominated
(forward and option contracts).
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 also
designates foreign currency borrowings as hedge against
respective net investments in foreign operations.
As at March 31, 2020, a ` 1 increase in the spot exchange
rate of the Indian rupee with the U.S. dollar would result in
approximately ` 1,972 (consolidated statement of profit and
loss ` 658 and other comprehensive income ` 1,314) decrease in
the fair value, and a ` 1 decrease would result in approximately
` 1,912 (consolidated statement of profit and loss ` 658 and
other comprehensive income ` 1,254) 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, 2020 and 2019:
Particulars
Trade receivables
Unbilled receivables
Contract assets
Cash and cash
equivalents
Other assets
Borrowings*
Lease Liabilities
Trade payables and other
financial liabilities
Net assets/ (liabilities)
Particulars
Trade receivables
Unbilled receivables
Contract assets
Cash and cash
equivalents
Other assets
Borrowings*
Trade payables and other
financial liabilities
Net assets/ (liabilities)
As at March 31, 2020
US $
Euro
Pound
Sterling
Australian
Dollar
Canadian
Dollar
Other
currencies#
Total
` 42,329
11,127
5,517
` 8,860
1,030
1,559
` 7,735
2,221
2,850
` 3,044
784
654
` 1,388
291
146
` 4,522
1,126
790
` 67,878
16,579
11,516
13,481
49,835
(36,578)
(3,393)
(27,457)
3,978
4,314
-
(2,606)
(3,419)
1,697
3,283
-
(373)
586
413
-
(214)
(3,718)
(1,228)
1,292
1,447
-
(16)
(605)
1,733
22,767
1,805
-
(1,412)
61,097
(36,578)
(8,014)
(3,087)
(39,514)
` 54,861
` 13,716
` 13,695
` 4,039
` 3,943
` 5,477
` 95,731
As at March 31, 2019
US $
Euro
Pound
Sterling
Australian
Dollar
Canadian
Dollar
Other
currencies#
Total
` 39,896
8,038
4,706
` 8,030
1,609
1,445
` 5,212
3,146
2,270
` 3,542
1,225
836
` 1,528
204
150
` 3,880
743
598
` 62,088
14,965
10,005
21,997
8,553
(50,516)
2,884
1,173
(20)
1,573
4,056
(21)
1,003
1,038
(33)
(27,202)
(5,779)
(4,646)
(1,526)
1,928
1,033
-
(806)
2,204
4,544
(21)
31,589
20,397
(50,611)
(2,787)
(42,746)
` 5,472
` 9,342
` 11,590
` 6,085
` 4,037
` 9,161
` 45,687
# Other currencies reflect currencies such as Swiss Franc, UAE Dirham, Saudi Riyal, Singapore Dollar etc.
* Includes current obligation under borrowings classified under “Other current financial liabilities”
244
Annual Report 2019-20 As at March 31, 2020 and 2019, respectively, every 1% increase/
decrease in the respective foreign currencies compared to
functional currency of the Company would impact results by
approximately ` 957 and ` 457, respectively.
year ended March 31, 2020 and 2019. There is no significant
concentration of credit risk.
Counterparty risk
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 as on March
31, 2020, additional net annual interest expense on floating rate
borrowing would amount to approximately ` 773.
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, forward looking macroeconomic
information, 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, 2020 and 2019, and revenues for the
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,
2020, 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 (1) (3)
Lease Liabilities (3)
Trade payables and other financial
liabilities
Derivative liabilities
Contractual cash flows
Carrying
value
Less than
1 year
As at March 31, 2020
1-2 years
2-4 years
Beyond
4 years
Total
` 78,042
` 74,663
` 4,761
` 119
` -
` 79,543
19,198
79,179
7,322
79,028
7,369
7,231
6,128
5,425
88
90
63
48
2,192
-
21,067
79,179
-
7,369
Carrying
value
Less than
1 year
As at March 31, 2019
1-2 years
2-4 years
Beyond
4 years
Total
Borrowings (2)
` 99,467
` 73,559
` 24,887
` 4,309
` -
` 102,755
Trade payables and other financial
liabilities (2)
Derivative liabilities
88,948
88,948
1,310
1,310
-
-
-
-
-
-
88,948
1,310
245
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
The balanced view of liquidity and financial indebtedness is stated in the table below. This calculation of the net cash position is used by
the management for external communication with investors, analysts and rating agencies:
Cash and cash equivalents
Investments
Borrowings (1)
As at
March 31, 2020
` 144,499
189,635
(78,042)
` 256,092
March 31, 2019
` 158,529
220,716
(99,467)
` 279,778
(1) Includes current obligation under borrowings classified under “Other current financial liabilities”
(2)Includes current obligation under borrowings and financial leases classified under “Other current financial liabilities”
(3) Includes future cash outflow toward estimated interest on borrowings and lease liabilities.
10. Trade receivables
Unsecured
Considered good
Considered doubtful
Less: Provision for doubtful receivables
Included in the consolidated balance sheet as follows:
Non-current
Current
The activity in the allowance for doubtful receivables is given below:
Balance at the beginning of the year
Additions during the year, net uncollectable receivables
Uncollectable receivables charged against allowance
Translation adjustments
Balance at the end of the year
11.
Other Financial Assets
Non-current
Security deposits
Other deposits
Interest receivables
Finance lease receivables
Current
Security Deposits
Other deposits
Dues from officers and employees
Finance lease receivables
Interest receivables
Others
Considered doubtful
Less: Provision for doubtful advances
Total
246
As at
March 31, 2020
March 31, 2019
` 110,523
13,937
` 124,460
(13,937)
` 110,523
` 6,049
` 104,474
` 104,862
14,824
` 119,686
(14,824)
` 104,862
` 4,373
` 100,489
As at
March 31, 2020
` 14,824
1,043
(2,139)
209
` 13,937
March 31, 2019
` 14,570
980
(772)
46
` 14,824
As at
March 31, 2020
March 31, 2019
` 1,581
802
1,139
2,359
` 5,881
` 1,127
5
1,040
2,811
2,581
1,050
976
` 9,590
(976)
` 8,614
` 14,495
` 1,436
777
1,139
1,794
` 5,146
` 1,050
33
738
1,618
1,789
9,383
854
` 15,465
(854)
` 14,611
` 19,757
Annual Report 2019-20 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
Translation Adjustment
Balance at the end of the year
^ Value is less than ` 1
12. Other assets
Non-current
Prepaid expenses
Costs to obtain contract*
Costs to fulfil contract
Capital advances
Others
Current
Prepaid expenses
Dues from officers and employees
Advances to suppliers
Balance with GST and other authorities
Cost to obtain contract*
Others
Total
As at
March 31, 2020
March 31, 2019
` 854
` 815
284
(168)
6
` 976
243
(204)
^
` 854
As at
March 31, 2020
March 31, 2019
` 4,535
4,030
305
1,537
3,065
` 13,472
` 9,876
310
3,121
7,805
1,258
135
` 22,505
` 35,977
` 6,323
` 4,212
-
1,355
5,337
` 17,227
` 12,148
871
3,247
5,543
1,170
107
` 23,086
` 40,313
* Amortization during the year ended March 31, 2020 and 2019 amounting to ` 1,237 and ` 934, respectively.
13. Inventories
Finished goods [including goods-in-transit - ` 2 (` 1 for March 31, 2019)]
Traded goods
Stores and spares
14. Cash and cash equivalents
Cash and cash equivalents as of March 31, 2020 and 2019 consist of the following:
Balances with banks
Current accounts
Demand deposits *
Unclaimed dividends
Cheques, drafts on hand
As at
March 31, 2020
` 3
1,251
611
March 31, 2019
` 3
3,273
675
` 1,865
` 3,951
As at
March 31, 2020
March 31, 2019
` 33,840
110,412
85
162
` 144,499
` 41,715
116,563
93
158
` 158,529
* These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on the principal.
247
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Cash and cash equivalents consist of the following for the purpose of the statement of cash flows:
Cash and cash equivalents (as above)
Bank overdrafts
15. Share Capital
Authorized capital
12,504,500,000 (March 31, 2019: 12,504,500,000) equity shares
[Par value of ` 2 per share]
25,000,000 (March 31, 2019: 25,000,000) preference shares [Par value of ` 10 per share]
150,000 (March 31, 2019: 150,000) 10% Optionally convertible cumulative preference
shares [Par value of ` 100 per share]
Issued, subscribed and fully paid-up capital
5,713,357,390 (March 31, 2019: 6,033,935,388) equity shares of ` 2 each
As at
March 31, 2020
` 144,499
(395)
` 144,104
March 31, 2019
` 158,529
(4)
` 158,525
As at
March 31, 2020
March 31, 2019
` 25,009
` 25,009
250
15
250
15
` 25,274
` 25,274
` 11,427
` 11,427
` 12,068
` 12,068
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 final dividend proposed by the Board of Directors is subject
to shareholders approval in the ensuing Annual General Meeting.
Following is the summary of per share dividends recognized as distributions to equity shareholders:
Interim dividend (Board recommended the adoption of the interim dividend as the final
dividend)
For the year ended
March 31, 2020
March 31, 2019
` 1 per share
` 1 per share
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
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 34)
Buyback of equity shares (Refer Note 34)
Closing number of equity shares / ADRs
outstanding
As at March 31, 2020
As at March 31, 2019
No. of Shares
` Million
No. of Shares
` Million
6,033,935,388
12,068
4,523,784,491
9,048
2,498,925
5
1,681,717
4
-
(323,076,923)
5,713,357,390
-
(646)
11,427
1,508,469,180
-
6,033,935,388
3,016
-
12,068
*4,607,772 and 2,599,183 shares have been transferred by the controlled trust to eligible employees on exercise of options during the
year ended March 31, 2020 and 2019, respectively.
248
Annual Report 2019-20 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, 2020
As at March 31, 2019
No. of Shares
% held
No. of Shares
% held
938,946,043
16.43
989,215,999
1,127,392,315
19.73
1,187,751,441
1,143,118,360
757,398,687
20.01
13.26
1,204,319,438
797,948,834
16.39
19.68
19.96
13.22
iii. Other details of equity shares for a period of five years immediately preceding March 31, 2020
(a) 323,076,923, 343,750,000 and 40,000,000 equity shares were bought back by the Company during the year ended March 31,
2020, 2018 and 2017, respectively. Refer note 34.
(b) 1,508,469,180 and 2,433,074,327bonus shares were issued during the year ended March 31, 2019 and 2018. Refer note 34.
iv. Shares reserved for issue under option
For details of shares reserved for issue under the employee stock option plan of the Company, Refer Note 31.
16. Borrowings
Non-current
Secured
Obligations under finance leases *
Unsecured
Term loans:
Borrowings from banks
Loans from institutions other than banks
Total Non-current
Current
Unsecured
Bank overdrafts
Borrowings from Banks **
Loans from institutions other than banks ***
Total Current
Total Borrowings
As at
March 31, 2020
March 31, 2019
` -
` -
` 496
` 496
` 4,535
305
` 4,840
` 4,840
` 395
53,624
1
` 54,020
` 58,860
` 27,666
206
` 27,872
` 28,368
` 4
68,041
40
` 68,085
` 96,453
* Current obligations under financial leases amounting to Nil (March 31, 2019: ` 1,506) is classified under “Other current financial
liabilities”
** Current obligations under borrowings from banks amounting to ` 18,898 (March 31, 2019: ` 1,272) is classified under “Other current
financial liabilities’”
*** Current maturities of loans from institutions other than bank amounting to ` 284 (March 31, 2019: ` 236) is classified under “Other
current financial liabilities”
Short-term borrowings
The Company had loans, borrowings and bank overdrafts amounting to ` 54,020 and ` 68,085, as at March 31, 2020 and 2019, respectively.
The principal source of borrowings from banks as at March 31, 2020 primarily consists of lines of credit of approximately ` 17,960, U.S.
Dollar (U.S.$) 955 million, Canadian Dollar (CAD) 71 million, Saudi Riyal (SAR) 128 million, Euro (EUR) 19 million, Great British Pound (GBP)
7 million, Chinese Yuan (CNY) 20 million, Qatari Riyal (QAR) 10 million, Brazilian Real (BRL) 10 million, Mexican Peso (MXN) 33 million, and
Indonesian Rupiah (IDR) 13,000 million from bankers for working capital requirements and other short-term needs. As at March 31, 2020,
the Company has unutilized lines of credit aggregating ` 4,260, U.S. Dollar (U.S.$) 471 million, Canadian Dollar (CAD) 3 million, Saudi Riyal
(SAR) 128 million, Euro (EUR) 19 million, Great British Pound (GBP) 7 million, Chinese Yuan (CNY) 20 million, Qatari Riyal (QAR) 10 million,
Brazilian Real (BRL) 1 million, Mexican Peso (MXN) 33 million, and Indonesian Rupiah (IDR) 13,000 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.
249
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
The Company has non-fund based revolving credit facilities in various currencies equivalent to ` 41,597 and ` 40,470 as of
March 31, 2020 and 2019, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank
guarantees. As of March 31, 2020, and 2019, an amount of ` 22,790 and ` 22,014,respectively, was unutilized out of these non-fund based
facilities.
Long-term loans and borrowings
A summary of long- term loans and borrowings is as follows:
Currency
Unsecured term loans
U.S. Dollar (U.S.$)
Canadian Dollar (CAD)
Indian Rupee (INR)
Australian Dollar (AUD)
Great British Pound (GBP)
Euro (EUR)
Brazilian Real (BRL)
Obligations under finance leases
Non-current portion of long-term
loans and borrowings
Current portion of long-term
loans and borrowings
^ Value is less than 1
As at March 31, 2020
As at March 31, 2019
Foreign
currency in
millions
Indian Rupee
Interest rate
Final maturity
Foreign
currency in
millions
Indian Rupee
311
^
-
1
^
^
-
23,478 2.20% - 3.81%
25 1.48% - 3.26%
440 8.29% - 9.35%
4.65%
2.93%
2.87%
44
22
13
-
` 24,022
July-21
July-21
March-24
January-22
February-22
March-23
4,840
19,182
382
52
-
1
^
^
^
26,395
2,701
162
70
31
19
2
` 29,380
2,002
` 31,382
28,368
3,014
Cash and non-cash changes in liabilities arising from financing activities:
April 1, 2019
Cash flow
Non-cash changes
Ind AS 116
adoption
Additions to
lease liabilities
Borrowings from banks
Bank overdrafts
Obligations under finance leases
Loans from other than banks
Lease liabilities
` 96,979
4
2,002
482
-
` 99,467
` (26,138)
391
-
100
(6,784)
` (32,431)
` -
-
(2,002)
-
17,381
` 15,379
` -
-
-
-
7,942
` 7,942
Foreign
exchange
movements
` 6,217
-
-
7
659
` 6,883
March 31, 2020
` 77,058
395
-
589
19,198
` 97,240
Borrowings from banks
Bank overdrafts
External commercial borrowings
Obligations under finance leases (Refer Note 33)
Loans from other than banks
April 1, 2018
Cash flow
` 119,689
3,999
9,777
3,973
821
` 138,259
` (26,228)
(3,995)
(10,064)
(2,234)
(352)
` (42,873)
Non-cash changes
Assets taken
on finance
lease
` -
-
-
14
-
` 14
Foreign
exchange
movements
` 3,518
-
287
249
13
` 4,067
March 31, 2019
` 96,979
4
-
2,002
482
` 99,467
Significant portion of these facilities bear floating rates of interest, referenced to LIBOR or other similar country specific official benchmark
interest rates and a spread, determined based on market conditions.
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, 2020 and 2019, the Company has met all the covenants under these
arrangements.
Obligations under finance leases amounting to ` 2,002 as at March 31, 2019 were secured by underlying property, plant and equipment.
Interest expense on borrowings was ` 3,166 and ` 4,058 for the Year ended March 31, 2020 and 2019, respectively.
250
Annual Report 2019-20 17. Other financial liabilities
Non-current
Cash Settled ADS RSUs (Refer Note 31)
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
Cash Settled ADS RSUs (Refer Note 31)
Deposits and others
Total
* For rate of interest and other term and conditions, refer to Note 16.
18. Provisions
Non-current:
Employee benefits obligations
Provision for warranty
Current:
Employee benefits obligations
Provision for warranty
Others
Total
As at
March 31, 2020
March 31, 2019
` 146
5
` 151
` 19,729
19,182
-
55
85
350
409
` 39,810
` 39,961
` -
-
` -
` 25,644
1,508
1,506
166
93
-
385
` 29,302
` 29,302
As at
March 31, 2020
March 31, 2019
` 3,766
2
` 3,768
` 12,358
316
689
` 13,363
` 17,131
` 2,082
2
` 2,084
` 10,065
275
717
` 11,057
` 13,141
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.
Particulars
Provision at the beginning of the year
Additions during the year, net
utilized/ reversed during the year
Provision at the end of the year
Included in the consolidated balance
sheet as follows:
As at March 31, 2020
As at March 31, 2019
Provision for
warranty
` 277
359
(318)
` 318
Others
Total
` 717
138
(166)
` 689
` 994
497
(484)
` 1,007
Provision for
warranty
` 293
295
(311)
` 277
Others
Total
` 878
620
(781)
` 717
` 1,171
915
(1,092)
` 994
Non-current portion
Current portion
` 2
` 316
` -
` 689
` 2
` 1,005
` 2
` 275
` -
` 717
` 2
` 992
251
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 19. Other liabilities
Non-current:
Others
Current:
Statutory and other liabilities
Advance from customers
Others
Total
20. Trade payables
Trade payables
21. Revenue from operations
Sale of Services
Sales of Products
As at
March 31, 2020
March 31, 2019
` 3,771
` 3,771
` 4,919
1,464
120
` 6,503
` 10,274
` 3,176
` 3,176
` 5,430
1,361
836
` 7,627
` 10,803
As at
March 31, 2020
` 58,400
` 58,400
March 31, 2019
` 62,660
` 62,660
As at
March 31, 2020
` 598,550
11,682
` 610,232
March 31, 2019
` 571,301
14,544
` 585,845
A. Contract Assets and Liabilities
The Company classifies its right to consideration in exchange for
deliverables as either a receivable or a contract asset.
A receivable is a right to consideration that is unconditional.
A right to consideration is unconditional if only the passage of
time is required before payment of that consideration is due.
For example, the Company recognizes a receivable for revenues
related to time and materials contracts or volume-based
contracts. The Company present such receivables as part of
unbilled receivables at their net estimated realizable value.
Contract assets: During the year ended March 31, 2020,
` 13,068 of contract assets pertaining to fixed-price development
contracts has been reclassified to receivables on completion
of milestones. During the year ended March 31, 2019, ` 13,558
of unbilled revenue pertaining to fixed-price development
contracts (balance as at April 1, 2018 of ` 17,469), has been
reclassified to receivables on completion of milestones.
Contract liabilities: During the year ended March 31, 2020, the
Company recognized revenue of ` 21,193 arising from contract
liabilities as at March 31, 2019. During the year ended March 31,
2019, the Company recognized revenue of ` 14,570 arising from
opening unearned revenue as at April 1, 2018.
Contract assets and liabilities are reported in a net position on a
contract by contract basis at the end of each reporting period.
B. Remaining Performance Obligations
Revenue allocated to remaining performance obligations
represents contracted revenue that has not yet been recognized,
which includes contract liabilities and amounts that will be
invoiced and recognized as revenue in future periods. Applying
the practical expedient, the Company has not disclosed its right
to consideration from customers in an amount that corresponds
directly with the value to the customer of the Company’s
performance completed to date, which are contracts invoiced on
time and material basis and volume based.
As at March 31, 2020, the aggregate amount of transaction
price allocated to remaining performance obligations, other
than those meeting the exclusion criteria above, was ` 360,033
of which approximately 62% is expected to be recognized as
revenues within two years, and the remainder thereafter. This
includes contracts with a substantive enforceable termination
penalty if the contract is terminated without cause by the
customer, based on an overall assessment of the contract
carried out at the time of inception. Historically, customers have
not terminated contracts without cause.
As at March 31, 2019, the aggregate amount of transaction
price allocated to remaining performance obligations, other
than those meeting the exclusion criteria above, was ` 373,879
of which approximately 59% is expected to be recognized as
revenues within two years, and the remainder thereafter. This
includes contracts with a substantive enforceable termination
penalty if the contract is terminated without cause by the
customer, based on an overall assessment of the contract
carried out at the time of inception. Historically, customers have
not terminated contracts without cause.
C. Disaggregation of Revenues
The tables below present disaggregated revenues from
contracts with customers by business segment, customer
location and contract-type. The Company believes that the
below disaggregation best depicts the nature, amount, timing
and uncertainty of revenue and cash flows from economic
factors
252
Annual Report 2019-20
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253
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
22.
Other operating income
Year ended March 31, 2020
During the year ended March 31, 2020, the Company concluded the sale of assets pertaining to Workday business and Cornerstone
On Demand business in Portugal, France and Sweden. A gain of ` 152 arising from such transaction has been recognized under other
operating income.
During the year ended March 31, 2020, the Company has partially met the first year and second year business targets pertaining to sale of
data center business concluded during the year ended March 31, 2019. Change in fair value of the callable units pertaining to achievement
of the business targets amounting to ` 992 for the year ended March 31, 2020 respectively, has been recognized under other operating
income.
Year ended March 31, 2019
Sale of hosted data center services business: During the year ended March 31, 2019, the Company has concluded the divestment of its
hosted data center services business.
The calculation of the gain on sale is shown below:
Particulars
Cash consideration (net of disposal costs ` 660)
Less: Carrying amount of net assets disposed (including goodwill of ` 13,009)
Add: Reclassification of exchange difference on foreign currency translation
Gain on sale
Total
` 25,432
(26,455)
4,131
` 3,108
In accordance with the sale agreement, total cash consideration is ` 28,124 and the Company paid ` 3,766 to subscribe for units issued
by the buyer. Units amounting to ` 2,032 are callable by the buyer if certain business targets committed by the Company are not met over
a period of three years. The fair value of these callable units is estimated to be insignificant as at reporting date. Consequently, the sale
consideration comprises cash consideration of ` 24,358 and units issued by the buyer amounting to ` 1,734.
Loss of control in subsidiary: During the year ended March 31, 2019, the Company has reduced its equity holding from 74% to 11% in
Wipro Airport IT Services Limited. The loss/ gain on this transaction is insignificant.
The assets and liabilities associated with these transactions were classified as assets held for sale and liabilities directly associated with
assets held for sale amounting to ` 27,201 and ` 6,212 respectively as at March 31, 2018.
Sale of Workday business and Cornerstone On Demand business: During the year ended March 31, 2019, the Company has concluded the
Sale of Workday business and Cornerstone On Demand business except in Portugal, France and Sweden.
The calculation of the gain is as shown below:
Particulars
Cash consideration
Less: Carrying amount of net assets disposed (includes goodwill of ` 4,893 and intangible assets of ` 740)
Add: Reclassification of exchange difference on foreign currency translation
Gain on sale
Total
` 6,645
(5,475)
79
` 1,249
Assets pertaining to Portugal, France, and Sweden are expected to conclude in the quarter ending June 30, 2019, subject to obtaining
regulatory approvals are classified as assets held for sale amounting to ` 240 as at March 31, 2019.
These disposal groups do not constitute a major component of the Company and hence were not classified as discontinued operations.
254
Annual Report 2019-20
23. 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, net, on financial instruments measured at FVTPL
Other exchange differences, net
Foreign exchange gains, net
24. Changes in inventories of finished goods and stock-in-trade
Opening stock
Traded goods
Finished products
Less: Closing stock
Traded goods
Finished products
25. 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, 2020
March 31, 2019
` 21,764
367
1,275
675
` 24,081
` 2,144
1,025
` 3,169
` 27,250
` 20,261
361
1,990
311
` 22,923
` 1,251
1,964
` 3,215
` 26,138
Year ended
March 31, 2020
March 31, 2019
` 3,273
3
` 3,276
` 1,251
3
` 1,254
` 2,022
` 2,600
3
` 2,603
` 3,273
3
` 3,276
` (673)
Year ended
March 31, 2020
March 31, 2019
` 315,036
` 289,005
1,845
8,428
1,262
1,459
7,372
1,938
` 326,571
` 299,774
Remeasurements of the net defined benefit liability /(asset) recognized in other comprehensive income include:
Remeasurement of net defined benefit liability/(asset)
Return on plan assets excluding interest income - (gain)/loss
Actuarial (gain)/loss arising from financial assumptions
Actuarial (gain)/loss arising from demographic assumptions
Actuarial (gain)/loss arising from experience adjustments
Year ended
March 31, 2020
March 31, 2019
` 76
749
227
194
` (49)
73
(40)
(266)
` 1,246
` (282)
255
Corporate Overview | Management & Board Reports | Financial StatementsWipro 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 recognized 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 summarized 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
Translation adjustment
Defined benefit obligation at the end of the year
Change in plan assets is summarized below:
Fair value of plan assets at the beginning of the year
Acquisitions
Expected return on plan assets
Employer contributions
Benefits paid
Remeasurement (loss)/gain
Return on plan assets excluding interest income - (loss)/gain
Translation adjustment
Fair value of plan assets at the end of the year
Present value of unfunded obligation
Recognized liability
Year ended
March 31, 2020
` 1,782
63
` 1,845
` 513
March 31, 2019
` 1,434
25
` 1,459
` 607
As at
March 31, 2020
` 10,485
229
1,782
652
(1,123)
-
749
227
194
270
` 13,465
As at
March 31, 2020
` 9,443
58
589
383
(95)
(76)
233
` 10,535
` (2,930)
` (2,930)
March 31, 2019
` 8,654
1,094
1,434
583
(1,047)
73
(40)
(266)
-
` 10,485
March 31, 2019
` 8,507
109
558
254
(34)
49
-
` 9,443
` (1,042)
` (1,042)
As at March 31, 2020 and 2019, 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, 2020
5.05%
5.05%
6.60%
9 years
March 31, 2019
6.05%
6.05%
6.80%
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.
256
Annual Report 2019-20 The discount rate is primarily based on the prevailing market yields of government securities for the estimated term of the obligations. The
estimates of future salary increase considered takes into account the 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, 2020
Estimated benefit payments from the fund for the year ending March 31:
2021
2022
2023
2024
2025
Thereafter
Total
` 3,035
` 1,740
1,343
1,295
1,261
1,226
13,819
` 20,684
The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as of March 31, 2020.
Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage.
As of March 31, 2020, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/increase of defined benefit
obligation by approximately ` (626) and ` 584 respectively (March 31, 2019: ` (405) and ` 435 respectively).
As of March 31, 2020, every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in increase/ (decrease) of
defined benefit obligation by approximately ` 353 and ` (329) respectively (March 31, 2019: ` 245 and ` (229) 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, 2020
` 61,397
(61,397)
` -
March 31, 2019
` 53,015
(53,015)
` -
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
Average guaranteed rate of return
Also Refer Note 31 for details of employee stock options.
26. Finance costs
Interest expense
Exchange fluctuation on foreign currency borrowings, net
(to the extent regarded as borrowing cost)
27. Other Expenses
Rates, taxes and insurance
Miscellaneous expenses
257
As at
March 31, 2020
6.05%
7 years
8.50%
March 31, 2019
7.00%
8 years
8.65%
Year ended
March 31, 2020
` 5,136
March 31, 2019
` 5,616
2,192
1,759
` 7,328
` 7,375
Year ended
March 31, 2020
` 3,004
5,453
` 8,457
March 31, 2019
` 1,621
11,903
` 13,524
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 28.
Income tax
Income tax expense has been allocated as follows:
Income tax expense as per the consolidated statement of profit and loss
Income tax included in other comprehensive income on:
Unrealized losses on investment securities
Gains/(losses) on cash flow hedging derivatives
Defined benefit plan actuarial gains/(losses)
Total income taxes
Income tax expenses consist of the following:
Current taxes
Domestic
Foreign
Deferred taxes
Domestic
Foreign
Total income taxes
Year ended
March 31, 2020
` 24,801
March 31, 2019
` 25,243
(230)
(1,165)
(196)
` 23,210
(65)
633
47
` 25,858
Year ended
March 31, 2020
March 31, 2019
` 18,437
5,887
` 24,324
` 1,626
(1,149)
` 477
` 24,801
` 17,986
5,663
` 23,649
` (178)
1,772
` 1,594
` 25,243
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
Income taxes related to prior years
Changes in unrecognized deferred tax assets
Expenses disallowed for tax purpose
Others, net
Total income taxes expenses
Effective tax rate
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
Others
258
Year ended
March 31, 2020
` 122,519
March 31, 2019
` 115,422
34.94%
42,808
34.94%
40,328
(12,930)
(18,469)
480
(3,122)
(116)
(3,898)
1,785
(206)
(796)
(1,002)
(2,267)
3,972
3,503
(26)
` 24,801
` 25,243
20.24%
21.87%
As at
March 31, 2020
` 2,044
March 31, 2019
` 3,149
4,994
3,921
3,425
561
-
14,945
3,713
4,521
-
-
318
11,701
Annual Report 2019-20 Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest Income and fair value movement of investment
Cash flow hedges
Contract liabilities
SEZ re-investment reserve
Others
Net deferred tax assets
Amounts presented in the consolidated balance sheet
Deferred tax assets
Deferred tax liabilities
As at
March 31, 2020
(654)
(2,166)
(1,541)
(626)
-
(11)
(6,614)
(121)
` (11,733)
` 3,212
March 31, 2019
(1,807)
(1,899)
(2,295)
(1,455)
(604)
(289)
(1,132)
-
` (9,481)
` 2,220
` 6,005
` (2,793)
` 5,604
` (3,384)
* Includes deferred tax asset recognized on carry-forward losses pertaining to business combinations.
Movement in deferred tax assets and liabilities
Movement during the year ended March 31, 2020
As at
April 1, 2019
Credit/ (charge) in
the consolidated
statement of
profit and loss
Credit/ (charge)
in other
comprehensive
income*
On account
of business
combination
As at
March 31, 2020
Carry-forward losses
Trade payables and other liabilities
Allowance for lifetime expected credit losses
Minimum alternate tax
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest Income and fair value movement of investment
Cash flow hedges
Contract liabilities
SEZ re-investment reserve
Others
Total
` 3,149
3,713
4,521
-
(1,807)
(1,899)
(2,295)
(1,455)
(604)
(289)
(1,132)
318
` 2,220
` (1,287)
1,033
(591)
3,425
1,148
(92)
1,021
599
-
285
(5,482)
(536)
` (477)
` 182
248
(9)
-
5
(175)
(90)
230
1,165
(7)
-
97
` 1,646
` -
-
-
-
-
-
(177)
-
-
-
-
-
` (177)
` 2,044
4,994
3,921
3,425
(654)
(2,166)
(1,541)
(626)
561
(11)
(6,614)
(121)
` 3,212
Movement during the year ended March 31, 2019
Carry-forward losses
Trade payables and other liabilities
Allowance for lifetime expected credit losses
Minimum alternate tax
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest Income and fair value movement of investment
Cash flow hedges
Contract liabilities
SEZ re-investment reserve
Others
Total
*Includes impact of foreign currency translation.
As at
April 1, 2018
Credit/ (charge) in
the consolidated
statement of
profit and loss
Credit/ (charge)
in other
comprehensive
income*
Others
(Refer Note 41)
As at
March 31, 2019
` 5,694
3,107
4,499
74
(2,132)
(1,810)
(3,190)
(1,712)
29
(273)
-
(403)
` 3,883
` (2,879)
295
9
(74)
217
16
1,076
186
-
(1)
(1,132)
693
` (1,594)
` 334
(22)
2
-
(93)
(105)
(181)
71
(633)
(15)
-
27
` (615)
` -
333
11
-
201
-
-
-
-
-
-
1
` 546
` 3,149
3,713
4,521
-
(1,807)
(1,899)
(2,295)
(1,455)
(604)
(289)
(1,132)
318
` 2,220
259
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 profit and
loss.
In assessing the realizability of deferred tax assets, the Company
considers the extent to which it is probable that the deferred
tax asset will be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable
profits during the periods in which those temporary differences
and tax loss carry-forwards become deductible. The Company
considers the expected reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies in
making this assessment. Based on this, the Company believes
that it is probable that the Company will realize the benefits of
these deductible differences. The amount of deferred tax asset
considered realizable, however, could be reduced in the near
term if the estimates of future taxable income during the carry-
forward period are reduced.
Deferred tax asset amounting to ` 8,124 and ` 6,769 as at March
31, 2020 and 2019, respectively in respect of unused tax losses
have not been recognized by the Company. The tax loss carry-
forwards of ` 29,736 and ` 24,355 as at March 31, 2020 and 2019,
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, ` 14,429 and
` 8,191 as at March 31, 2020 and 2019, respectively, of these tax
loss carry-forwards is not currently subject to expiration dates.
The remaining tax loss carry-forwards of approximately ` 15,307
and ` 16,164 as at March 31, 2020 and 2019, respectively,
expires in various years through fiscal 2038.
The Company has recognized deferred tax assets of ` 2,044 and
` 3,149 primarily in respect of carry forward losses of its various
subsidiaries as at March 31, 2020 and 2019, 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.
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 ` 3,425 and Nil has
been recognized in the consolidated balance sheet as at March
31, 2020 and 2019, respectively.
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 2033-34. 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
` 11,963 and ` 15,390 for the years ended March 31, 2020 and
2019, respectively, compared to the effective tax amounts that
we estimate the Company 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, 2020 and
2019 was ` 2.05 and ` 2.56, 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 ` 56,391 and ` 52,488 as at March 31, 2020 and
2019, 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.
29. Foreign currency translation reserve
The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized below:
Balance at the beginning of the year
Translation difference related to foreign operations, net
Reclassification of foreign currency translation differences to profit and loss on sale of
hosted data center services business
Reclassification of foreign currency translation differences to profit and loss on sale of
Workday business and Cornerstone OnDemand business
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, 2020
` 14,048
March 31, 2019
` 15,639
` 7,933
` 2,906
-
-
-
` 7,933
` 21,981
(4,131)
(79)
(287)
` (1,591)
` 14,048
260
Annual Report 2019-20 30. 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, 2020
` 97,223
5,833,384,018
` 16.67
March 31, 2019
` 90,037
6,007,376,837
` 14.99
Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the year
for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company.
The calculation is performed in respect of share options to determine the number of shares that could have been acquired at fair value
(determined as the average market price of the Company’s shares during the year). The number of shares calculated as above is compared
with the number of shares that would have been issued assuming the exercise of the share options.
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Effect of dilutive equivalent share options
Weighted average number of equity shares for diluted earnings per share
Diluted earnings per share
31. Employee stock option
Year ended
March 31, 2020
` 97,223
5,833,384,018
14,439,221
5,847,823,239
` 16.63
March 31, 2019
` 90,037
6,007,376,837
14,927,530
6,022,304,367
` 14.95
The stock compensation expense recognized for employee services received during the Year ended March 31, 2020 and 2019 were ` 1,262
and ` 1,938, 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 held22,746,081and 27,353,853treasury shares as atMarch 31, 2020 and 2019, 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 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 **
Wipro Employee Stock Option plan 2000 (2000 plan) ***
59,797,979
59,797,979
49,831,651
39,546,197
747,474,747
US $ 0.03
` 2
` 2
` 2
` 171 - 490
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 two to four 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 and RSU Option Plans isperpetual until the options are available for grant under
the plan.
** The maximum contractual term for these Stock Option Plans isup to May 29, 2023, until the options are available for grant under the plan.
*** The maximum contractual term for these Stock Option Plans isup to July 26, 2020, until the options are available for grant under the plan.
261
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
The activity in these stock option plans is summarized below:
Particulars
Range of exercise
price
Outstanding at the beginning of the year
Bonus on outstanding
(Refer Note 34)
Granted*
Exercised
Modification to Cash Settled RSU’s **
Forfeited and expired
Outstanding at the end of the year
Exercisable at the end of the year
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
March 31, 2020
March 31, 2019
Year ended
Number
Weighted Average
Exercise Price
Number
Weighted Average
Exercise Price
17,607,463
14,446,790
-
-
5,662,500
5,341,000
(4,610,572)
(2,496,125)
-
(5,681,966)
(3,065,201)
(3,755,159)
15,594,190
7,854,540
1,502,957
1,212,560
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
13,543,997
10,199,054
4,773,755
3,957,434
4,607,000
4,849,000
(2,739,097)
(1,541,803)
-
-
(2,578,192)
(3,016,895)
17,607,463
14,446,790
1,300,781
948,877
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
-
-
` 2
US $ 0.03
` 2
US $ 0.03
` 2
US $ 0.03
As at March 31, 2020, 4,721,388 units (net of units that were exercised or Lapsed and Forfeited) of Cash Settled RSUs were outstanding
which include 63,999 exercisable units. The carrying value of liability towards Cash Settled RSU’s outstanding was ` 496 which includes
` 15 towards exercisable units as at March 31, 2020.
* Includes 2,461,500 and 1,567,000 Performance based stock options (RSU) during the year ended March 31, 2020 and 2019,respectively.
2,524,600 and 1,673,000 Performance based stock options (ADS) during the year ended March 31, 2020 and 2019,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).
** Restricted Stock Units arrangement that were modified during the year ended March 31, 2020
Pursuant to the Securities Exchange Board of India (SEBI) circular dated October 10, 2019 prohibiting issuance of depository receipts by
listed companies to Non-Resident Indians (NRIs), the Board Governance, Nomination and Compensation Committee in November, 2019
approved cash pay out to its NRI employees in lieu of shares and upon exercise of vested ADS RSU under the Company’s WARSUP 2004
Plan, based on prevailing market price of ADS on the date of exercise. This change was accounted for as a modification and the fair value
on the date of modification of ` 561 has been recognized as financial liability with a corresponding adjustment to equity.
The following table summarizes information about outstanding stock options and restricted stock unit option plan:
Range of exercise
price
Numbers
2020
Weighted Average
Remaining life
(months)
Year ended March 31,
2019
Weighted Average
Exercise Price
Numbers
Weighted Average
Remaining life
(months)
Weighted Average
Exercise Price
` 2
US $ 0.03
15,594,190
7,854,540
23
23
` 2
US $ 0.03
17,607,463
14,446,790
24
26
` 2
US $ 0.03
The weighted-average grant-date fair value of options granted during the year ended March 31, 2020 and 2019 was ` 260.65 and
` 349.81 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2020 and
2019 was ` 267.04 and ` 325.85 for each option, respectively.
262
Annual Report 2019-20
32. Finance lease receivables
Finance lease receivables consist of assets that are leased to customers for a contract term ranging from 1 to 7 years, with lease payments
due in monthly or quarterly installments. Details of finance lease receivables are given below:
Not later than one year
Later than one year but not later than five years
Later than five years
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
33. Assets taken on lease
Minimum lease
payments
Present value of minimum lease
payments
As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
` 2,986
2,473
-
` 5,459
(289)
` 5,170
` 1,742
1,813
44
` 3,599
(187)
` 3,412
` 2,811
2,359
-
` 5,170
-
` 5,170
` 1,618
1,752
42
` 3,412
-
` 3,412
` 2,359
` 2,811
` 1,794
` 1,618
Finance leases: The following is a schedule of future minimum lease payments under finance leases, together with the present value of
minimum lease payment as at March 31, 2019:
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
Obligation under finance lease
Included in the consolidated balance sheet as follows:
Non-current
Current
Minimum lease
payments
Present value of
minimum lease
payments
As at
March 31, 2019
` 1,555
506
-
` 2,061
(59)
` 2,002
` 1,506
496
-
` 2,002
-
` 2,002
` 496
` 1,506
Operating leases: Until March 31, 2019, prior to adoption of Ind AS116, the Company had taken office, vehicles and IT equipment under
cancellable and non-cancellable operating lease agreements that were renewable on a periodic basis at the option of both the lessor and
the lessee. The operating lease agreements extended up to a maximum of fifteen years from their respective dates of inception and some
of these lease agreements had price escalation clause. Rental payments under operating leases was ` 6,490 for the year ended March
31, 2019.
Details of contractual payments under non-cancelable leases are given below:
Not later than one year
Later than one year and not later than five years
Later than five years
Total
As at
March 31, 2019
` 7,006
11,106
1,629
` 19,741
263
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
34. 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 ` 1 and ` 1,
during the years ended March 31, 2020 and 2019, respectively,
including an interim dividend of ` 1 and ` 1 for the year ended
March 31, 2020 and 2019, respectively.
During the year ended March 31, 2020, the Company has
concluded the buyback of 323,076,923 equity shares as
approved by the Board of Directors on April 16, 2019. This has
resulted in a total cash outflow of ` 105,000. In line with the
requirement of the Companies Act 2013, an amount of ` 105,000
has been utilized from retained earnings respectively. Further,
capital redemption reserve (included in other reserves) of ` 646
(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
` 646.
During the year ended March 31, 2019,the bonus issue in the
proportion of 1:3 i.e.1 (One) bonus equity share of ` 2 each for
The capital structure as of March 31, 2020 and 2019 was as follows:
Equity attributable to the equity shareholders of the Company (A)
As percentage of total capital
Current borrowings*
Non-current borrowings
Lease liabilities
Total borrowings and lease liabilities (B)
As percentage of total capital
Total capital (A) + (B)
every 3 (three) fully paid-up equity shares held (including ADS
holders) was approved by the shareholders of the Company on
February 22, 2019, through Postal Ballot /e-voting. Subsequently,
on March 8, 2019, the Company allotted 1,508,469,180 equity
shares to shareholders who held equity shares as on the record
date of March 7, 2019 and ` 3,016 (representing par value of
` 2 per share) was transferred from capital redemption reserve,
securities premium reserve and retained earnings to the share
capital.
35. Additional capital disclosures
The key objective of the Company’s capital management is
to ensure that it maintains a stable capital structure with the
focus on total equity to uphold investor, creditor, and customer
confidence and to ensure future development of its business.
The Company’s focus is on keeping a 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.
March 31, 2020
` 553,217
85%
73,202
4,840
19,198
` 97,240
15%
` 650,457
As at
March 31, 2019
` 564,226
85%
71,099
28,368
-
` 99,467
15%
` 663,693
% Change
(1.95)%
(2.24)%
(1.99)%
* Includes current obligations under borrowings classified under “Other current financial liabilities”
Borrowings represents 15 % and 15% of total capital as of March
31, 2020 and 2019, respectively. The Company is not subjected
to any externally imposed capital requirements.
36. Commitments and contingencies
Capital commitments: As at March 31, 2020 and 2019 the
Company had committed to spend approximately ` 14,011 and
` 12,443 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, 2020 and 2019, performance
and financial guarantees provided by banks on behalf of the
Company to the Indian Government, customers and certain
other agencies amount to approximately ` 18,655 and ` 18,456
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 the year
ended March 31, 2001 arising primarily on account of denial
of deduction under section 10A of the Income Tax Act, 1961
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
264
Annual Report 2019-20
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
before the Supreme Court of India for the years 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 Income Tax Act, 1961. For the year
ended March 31, 2009, the appeals are pending before Income
Tax Appellate Tribunal (“ITAT”). For years ended March 31, 2010
and March 31, 2011, the Dispute Resolution Panel allowed the
claim of the Company under section 10A of the Income Tax Act,
1961. The Income tax authorities have filed an appeal before the
Hon’ble ITAT.
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 amounts
to ` 8,033 and ` 8,477 as of March 31, 2020 and March 31, 2019,
respectively. However, the resolution of these disputed demands
is not likely to have a material and adverse effect on the results
of operations or the financial position of the Company.
The Hon’ble Supreme Court of India, through a ruling in February
2019, provided interpretation on the components of Salary
on which the Company and its employees are to contribute
towards Provident Fund under the Employee’s Provident Fund
Act. Based on the current evaluation, the Company believes it
is not probable that certain components of Salary paid by the
Company will be subject to contribution towards Provident Fund
due to the Supreme Court order. The Company will continue to
monitor and evaluate its position based on future events and
developments.
37. Segment information
For the year ended March 31, 2013, the Company received the
final assessment order in November 2017 with a 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.
The Company is organized into the following operating segments:
IT Services, IT Products and India State Run Enterprise services
segment (“ISRE”).
IT Services: The IT Services segment primarily consists of IT
Service offerings to customers organized by industry verticals.
For the year ended March 31, 2014, the Company received the
final assessment order in September 2018 with a demand of
` 1,030 (including nil interest), arising primarily on account of
transfer pricing issues. The Company has filed an appeal before
the Hon’ble ITAT, Bengaluru within the prescribed timelines.
For the year ended March 31, 2015, the Company received the
final assessment order in October 2019 with an estimated
demand of ` 1,347 (including nil interest), arising primarily on
account of capitalization of wages. The Company has filed an
appeal before the Hon’ble ITAT, Bengaluru within the prescribed
timelines.
For the year ended March 31, 2016, the Company received the
draft assessment order in December 2019 with an estimated
demand of ` 704 (including nil interest), arising primarily on
account of capitalization of wages. The Company has filed the
objections before the Dispute Resolution Panel (Bengaluru)
within the prescribed timelines.
For the year ended March 31, 2007 to year ended March 31, 2012,
the Company has received a tax demand of ` 227 (including ` 102
interest) for non-deduction of tax at source on some payments.
The Company has already deposited the demand under protest.
The Company received order issued by ITAT, Bengaluru rejecting
the Company’s appeal. The Company has filed an appeal against
the order with the Hon’ble High Court of Karnataka within the
prescribed timelines. The Company has received a favorable
order on this issue from the Hon’ble High Court of Karnataka for
the earlier years.
The industry verticals are as follows: Banking, Financial Services
and Insurance (“BFSI”), Health Business unit (“Health BU”),
Consumer Business unit (“CBU”), Energy, Natural Resources &
Utilities (“ENU”), Manufacturing (“MFG”), Technology (“TECH”)
and Communications (“COMM”). Key service offerings to
customers
include software application development and
maintenance, research and development services for hardware
and software design, business application services, analytics,
consulting, infrastructure outsourcing services and business
process services.
IT Products: The 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.
ISRE:During the year ended March 31, 2019, the Company has
organized ISRE as a separate segment, which was part of IT
Services segment. This segment consists of IT Services offerings
to entities or departments owned or controlled by Government
of India and/ or any State Governments.
The Chairman 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.
Income tax demands against the Company amounting to
` 77,873 and ` 66,441 are not acknowledged as debt as
at March 31, 2020 and March 31, 2019, respectively. 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
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.
265
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
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Annual Report 2019-20
The Company has four geographic segments: India, Americas, Europe and Rest of the world. Revenues from the geographic segments
based on domicile of the customer are as follows:
India
Americas*
Europe
Rest of the world
Total
* Substantially related to Operations in the United States of America
Year ended
March 31, 2020
` 30,158
352,319
144,876
86,048
` 613,401
March 31, 2019
` 30,999
325,432
147,074
85,555
` 589,060
No customer individually accounted for more than 10% of the revenues during the year ended March 31, 2020 and 2019.
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) Revenue from sale of Company owned Intellectual Properties is reported as a part of IT Services revenues.
d) For the purpose of segment reporting, the Company has included the impact of foreign exchange gains of ` 3,169 and ` 3,215 for the
year ended March 31, 2020 and 2019, respectively, net, in revenues (which is reported as a part of ‘Other income’ in the consolidated
statement of profit and loss).
e) 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.
f)
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.
g) Other Operating income of ` 1,144 and ` 4,344 for the year ended March 31, 2020 and 2019, respectively, is included as a part of IT
Services segment results. Refer Note 22.
h) Segment results for ENU industry vertical for the year ended March 31, 2019, is after considering the impact of ` 5,141 paid to
National Grid on settlement of a legal claim against the Company.
i)
j)
Segment results for Health BU industry vertical for the year ended March 31, 2019, is after considering the impact of impairment
charges on certain software platform and intangible assets recognized on acquisitions amounting to ` 2,318.
Segment results of IT Services segment are after recognition of share-based compensation expense ` 1,229 and ` 1,841 for the year
ended March 31, 2020 and 2019, respectively. The share-based compensation expense pertaining to other segments is not material.
267
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 38. Related party relationship and transactions
List of subsidiaries and associates as of March 31, 2020 are provided in the table below:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro, LLC
Wipro Gallagher Solutions, LLC
Wipro Insurance Solutions, LLC
Wipro IT Services, LLC
Wipro Overseas IT Services Pvt. Ltd
Wipro Japan KK
Wipro Shanghai Limited
Wipro Trademarks Holding Limited
Wipro Travel Services Limited
Wipro Holdings (UK) Limited
Designit A/S
Wipro IT Services SE (formerly Wipro
Cyprus SE)
Wipro Europe Limited
Wipro Financial Services UK Limited
Wipro IT Services S.R.L.
Wipro Doha LLC #
Wipro Technologies SA DE CV
Wipro Philippines, Inc.
Wipro Holdings Hungary Korlátolt Felelosségu
Társaság
Wipro Information Technology Egypt SAE
Wipro Arabia Co. Limited *
Wipro Poland SP Z.O.O
Wipro IT Services Poland SP Z.O.O
Wipro Technologies Australia Pty Ltd
Wipro Corporate Technologies Ghana Limited
Wipro Technologies South Africa (Proprietary)
Limited
Wipro IT Service Ukraine, LLC
Wipro Information Technology Netherlands BV.
268
Opus Capital Markets Consultants, LLC
Wipro Promax Analytics Solutions
Americas, LLC
HealthPlan Services, Inc. **
Appirio, Inc. **
Cooper Software, Inc.
Infocrossing, LLC
Wipro US Foundation
International TechneGroup Incorporated **
Rational Interaction, Inc. **
Designit Denmark A/S
Designit Germany GmbH
Designit Oslo A/S
Designit Sweden AB
Designit T.L.V Ltd.
Designit Tokyo Ltd.
Designit Spain Digital, S.L. **
Wipro UK Limited
Wipro Holdings Investment Korlátolt
Felelosségu Társaság
Women’s Business Park Technologies
Limited *
Wipro Technologies Nigeria Limited
Wipro Portugal S.A. **
Wipro Technologies Limited
Wipro Technology Chile SPA
Wipro Solutions Canada Limited
Country of
Incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
Japan
China
India
India
U.K.
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
U.K.
U.K.
U.K.
Romania
U.K.
Qatar
Mexico
Philippines
Hungary
Hungary
Egypt
Saudi Arabia
Saudi Arabia
Poland
Poland
Australia
Ghana
South Africa
Nigeria
Ukraine
Netherlands
Portugal
Russia
Chile
Canada
Annual Report 2019-20
Country of
Incorporation
Kazakhstan
Costa Rica
Ireland
Venezuela
Peru
Brazil
Brazil
Argentina
Romania
Indonesia
Thailand
Bahrain
Sultanate of
Oman
Iraq
Singapore
China
Malaysia
China
Bangladesh
India
Subsidiaries
Subsidiaries
Subsidiaries
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.
Wipro do Brasil Servicos de Tecnologia S.A.
Wipro do Brasil Technologia Ltda **
Wipro Technologies SA
Wipro Technologies S.R.L.
PT. WT Indonesia
Wipro (Thailand) Co. Limited
Wipro Bahrain Limited Co. S.P.C.
Wipro Gulf LLC
Rainbow Software LLC
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Wipro Networks Pte Limited
Wipro Chengdu Limited
Wipro IT Services Bangladesh Limited
Wipro HR Services India Private 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 Co.
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 and Wipro Foundation in India
** Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit Spain Digital, S.L, HealthPlan Services, Inc, Appirio, Inc,
International TechneGroup Incorporated and Rational Interaction, Inc. are as follows:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Portugal S.A.
Wipro Technologies GmbH
Cellent GmbH
Cellent GmbH
Wipro do Brasil Technologia Ltda
Designit Spain Digital, S.L.
HealthPlan Services, Inc.
International TechneGroup Incorporated
Appirio, Inc.
Rational Interaction, Inc.
Wipro Do Brasil Sistemetas De Informatica Ltd
Designit Colombia S A S
Designit Peru SAC
HealthPlan Services Insurance Agency, LLC
International TechneGroup Ltd.
ITI Proficiency Ltd
International TechneGroup S.R.L.
Appirio, K.K
Topcoder, LLC.
Appirio Ltd
Rational Consulting Australia Pty Ltd
Rational Interaction Limited
269
Mech Works S.R.L.
Appirio Ltd (UK)
Country of
Incorporation
Portugal
Germany
Germany
Austria
Brazil
Brazil
Spain
Colombia
Peru
USA
USA
USA
U.K.
Israel
Italy
Italy
USA
Japan
USA
Ireland
U.K.
USA
Australia
Ireland
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
As at March 31, 2020 the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim Group Management,
LLC, accounted for using the equity method.
The list of controlled trusts are:
Name of the entity
Wipro Equity Reward Trust
Wipro Foundation
The other related parties are:
Name of the related parties:
Azim Premji Foundation
Azim Premji Foundation for Development
Hasham Traders
Prazim Traders
Zash Traders
Hasham Investment and Trading Co. Pvt. Ltd
Azim Premji Philanthropic Initiatives Pvt. Ltd
Azim Premji Trust
Wipro Enterprises (P) Limited
Wipro GE Healthcare Private Limited
Key management personnel
Rishad A Premji
Abidali Z Neemuchwala
Azim H. Premji
N Vaghul
Dr. Ashok S. Ganguly
William Arthur Owens
M.K. Sharma
Ireena Vittal
Dr. Patrick J. Ennis
Patrick Dupuis
Arundhati Bhattacharya
Jatin Pravinchandra Dalal
M. Sanaulla Khan
Country of incorporation
India
India
Nature
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Chairman (i)
Chief Executive Officer and Managing Director (ii)
Non-Executive Non-Independent Director (iii)
Non-Executive Director (iv)
Non-Executive Director (iv)
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director (v)
Chief Financial Officer
Company Secretary
(i) Effective July 31, 2019, Mr. Rishad A. Premji was appointed as Whole-Time Director (designated as Chairman by the Board of Directors of the
Company).
(ii) Effective July 31, 2019, Mr. Abidali Z Neemuchwala was designated and appointed as Managing Director in addition to his existing
position as Chief Executive Officer. On January 31, 2020, the Company announced that Mr. Abidali Z Neemuchwala has decided to
step down from the position of Chief Executive Officer and Managing Director due to family commitments and he will continue to hold
the office of Chief Executive Officer and Managing Director, until a successor is appointed, for a smooth transition and to ensure that
business continues as usual. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z.
Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of day on June 1, 2020.
(iii) On July 30, 2019, Mr. Azim H. Premji retired as Executive Chairman and Managing Director and was appointed as Non-Executive Non-Independent
Director with effect from July 31, 2019.
(iv) Mr. N. Vaghul and Dr. Ashok S. Ganguly retired as Non- Executive Director with effect from July 31, 2019.
(v) Ms. Arundhati Bhattacharya was appointed as Non-Executive Director with effect from January 1, 2019. The Board of Directors has, at
its meeting held on May 29, 2020, noted the resignation of Ms. Arundhati Bhattacharya as an Independent Director with effect from
close of business hours on June 30, 2020.
Relatives of key management personnel:
- Yasmeen A Premji
- Tariq A Premji
270
Annual Report 2019-20 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
Key Management Personnel
March 31, 2020
` 43
741
3,987
69,392
45
2
119
March 31, 2019
March 31, 2020
March 31, 2019
` 102
240
3,171
-
43
8
63
` -
-
243
4,076
-
9
-
` -
-
191
-
-
5
-
` -
-
` -
-
` 369
178
` 356
174
` 94
` 23
` 132
` 8
` -
` 167
` -
` 156
* 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 RSU granted to the personnel, which vest over a period of time. Other benefits include share-based
compensation ` 170 and ` 166 for the year ended March 31, 2020 and 2019, respectively.
The following are the significant related party transactions during the year ended March 31, 2020 and 2019:
Asset purchased/ capitalized
Wipro Enterprises (P) Limited
Sales of goods and services
Wipro Enterprises (P) Limited
Dividend paid
Hasham Traders
Prazim Traders
Zash Traders
Azim Premji Trust
Azim H. Premji
Buyback of shares
Hasham Traders
Prazim Traders
Zash Traders
Azim Premji Trust
Azim H. Premji
Rental income
Wipro Enterprises (P) Limited
Remuneration paid to key management personnel
Azim H. Premji*
Abidali Z Neemuchwala
Rishad A Premji
Jatin Pravinchandra Dalal
M. Sanaulla Khan
Year ended
March 31, 2020
March 31, 2019
` 741
` 240
`
43
` 102
` 939
1,127
1,143
757
237
` 16,338
19,617
19,890
13,179
3,986
` 742
891
903
618
187
` -
-
-
-
-
` 45
` 42
` 15
323
52
44
15
` 18
273
68
61
16
* This includes sitting fees and commission paid as non-independent and non-executive director effective July 31, 2019.
271
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 39. Corporate Social Responsibility
a. Gross amount required to be spent by the Company during the year ` 1,690 (March 31, 2019: ` 1,783).
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
In Cash
For the year ended March 31, 2020
Yet to be paid in Cash
` -
82
` 82
` -
1,777
` 1,777
In Cash
For the year ended March 31, 2019
Yet to be paid in Cash
` -
380
` 380
` -
1,482
` 1,482
Total
` -
1,859
` 1,859
Total
` -
1,862
` 1,862
40. Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements
Name of the Subsidiary
Parent
Wipro Limited
Indian Subsidiaries
Wipro Overseas IT Services Pvt. Ltd
Wipro Trademarks Holding Limited
Wipro Travel Services Limited
Wipro HR Services India Private Limited
Foreign Subsidiaries
Appirio Ltd
Appirio Ltd (UK)
Appirio, Inc.
Appirio, K.K
Cellent GmbH
Cellent GmbH
Cooper Software, Inc.
Designit A/S
Designit Colombia S A S
Designit Denmark A/S
Designit Germany GmbH
Designit Oslo A/S
Designit Peru SAC
Designit Spain Digital, S.L
Designit Sweden AB
Designit T.L.V Ltd.
Designit Tokyo Ltd.
HealthPlan Services Insurance Agency, LLC
HealthPlan Services, Inc.
Infocrossing, LLC
International TechneGroup Incorporated
International TechneGroup Ltd.
International TechneGroup S.R.L.
ITI Proficiency Ltd
Mech Works S.R.L.
Net Asset
Share in Profit or Loss
Share in Other
comprehensive income
Share in total
comprehensive income
As % of total
Amount in `
As % of total
Amount in ` As % of total
Amount in ` As % of total Amount in `
74.4%
` 465,540
98.8%
` 86,799
110.6%
` (4,312)
98.4%
` 82,487
-
0.0%
0.0%
0.8%
0.0%
(0.1)%
0.8%
(0.0)%
0.2%
0.1%
(0.1)%
0.1%
(0.0)%
0.1%
(0.1)%
0.0%
(0.0)%
0.0%
(0.0)%
0.0%
(0.0)%
0.0%
0.1%
(0.7)%
0.1%
0.0%
0.0%
(0.0)%
0.0%
` -
46
145
5,304
` 45
(543)
4,937
(224)
1,388
579
(323)
769
(28)
489
(379)
59
(45)
12
(205)
161
(61)
183
560
(4,564)
666
99
210
(283)
103
-
0.0%
0.0%
1.1%
0.0%
(0.1)%
0.0%
0.0%
(0.1)%
0.2%
(0.3)%
(0.2)%
(0.0)%
(0.2)%
(0.2)%
0.0%
(0.0)%
(0.0)%
(0.2)%
0.0%
0.0%
0.1%
0.6%
1.6%
(0.1)%
(0.0)%
-
(0.0)%
0.0%
` -
3
19
970
`20
(85)
4
4
(45)
140
(275)
(202)
(24)
(210)
(175)
14
(16)
(25)
(194)
5
4
129
536
1,373
(103)
(6)
-
(17)
42
-
-
-
0.9%
(0.1)%
0.4%
(9.1)%
0.6%
(3.3)%
(0.9)%
0.5%
(12.4)%
(0.1)%
(1.0)%
0.5%
0.2%
0.1%
(0.0)%
0.1%
(0.4)%
0.2%
(0.3)%
(1.8)%
(4.5)%
(0.6)%
(0.2)%
0.2%
0.3%
(0.2)%
` -
-
-
(35)
` 3
(17)
354
(23)
128
36
(21)
483
4
38
(21)
(6)
(2)
1
(2)
16
(6)
13
72
174
25
7
(7)
(12)
6
-
0.0%
0.0%
1.1%
0.0%
(0.1)%
0.4%
(0.0)%
0.1%
0.2%
(0.4)%
0.3%
(0.0)%
(0.2)%
(0.2)%
0.0%
(0.0)%
(0.0)%
(0.2)%
0.0%
(0.0)%
0.2%
0.7%
1.8%
(0.1)%
0.0%
(0.0)%
(0.0)%
0.1%
` -
3
19
935
`23
(102)
358
(19)
83
176
(296)
281
(20)
(172)
(196)
8
(18)
(24)
(196)
21
(2)
142
608
1,547
(78)
1
(7)
(29)
48
272
Annual Report 2019-20 Name of the Subsidiary
Opus Capital Markets Consultants, LLC
PT. WT Indonesia
Rainbow Software LLC
Rational Consulting Australia Pty Ltd
Rational Interaction Limited
Rational Interaction, Inc.
Topcoder, LLC.
Wipro (Dalian) Limited
Wipro (Thailand) Co. Limited
Wipro Arabia Co. Limited
Wipro Bahrain Limited Co. S.P.C
Wipro Chengdu Limited
Wipro Corporate Technologies Ghana Limited
Wipro do Brasil Servicos de Tecnologia S.A.
Wipro Do Brasil Sistemetas De Informatica Ltd
Wipro do Brasil Technologia Ltda
Wipro Doha LLC
Wipro Europe Limited
Wipro Financial Services UK Limited
Wipro Gallagher Solutions, LLC
Wipro Gulf LLC
Wipro Holdings (UK) Limited
Wipro Holdings Hungary Korlátolt Felelosségu
Társaság
Wipro Holdings Investment Korlátolt
Felelosségu Társaság
Wipro Information Technology Egypt SAE
Wipro Information Technology Kazakhstan LLP
Wipro Information Technology Netherlands BV.
Wipro Insurance Solutions, LLC
Wipro IT Service Ukraine, LLC
Wipro IT Services Bangladesh Limited
Wipro IT Services Poland SP Z.O.O
Wipro IT Services S.R.L.
Wipro IT Services SE
Wipro IT Services, LLC
Wipro Japan KK
Wipro Networks Pte Limited
Wipro Outsourcing Services (Ireland) Limited
Wipro Philippines, Inc.
Wipro Poland SP Z.O.O
Wipro Portugal S.A.
Wipro Promax Analytics Solutions Americas,
LLC
Wipro SA Broad based Ownership Scheme
SPV(RF)(Pty) Ltd.
Wipro SA Broad based Ownership Scheme
Trust
Wipro Shanghai Limited
Wipro Solutions Canada Limited
Net Asset
Share in Profit or Loss
Share in Other
comprehensive income
Share in total
comprehensive income
As % of total
0.0%
0.2%
(0.0)%
(0.0)%
0.0%
0.0%
(0.1)%
0.1%
0.1%
1.0%
0.1%
0.2%
0.0%
0.1%
0.0%
0.3%
0.0%
0.0%
(0.0)%
0.7%
0.2%
0.3%
Amount in `
212
1,060
(6)
(15)
22
61
(437)
808
503
6,306
565
1,500
33
351
2
1,749
266
58
(47)
4,128
1,396
1,698
As % of total
(0.2)%
0.3%
(0.0)%
(0.0)%
0.0%
0.0%
(0.4)%
0.2%
0.1%
2.2%
0.0%
0.5%
0.0%
0.2%
0.0%
0.1%
(0.2)%
0.0%
(0.0)%
0.4%
0.4%
(0.9)%
Amount in `
(189)
265
(1)
(2)
1
15
(371)
208
61
1,909
25
414
1
196
37
59
(148)
2
(5)
336
391
(801)
As % of total
(0.6)%
1.5%
0.0%
(0.0)%
(0.0)%
(0.1)%
0.7%
(0.7)%
(0.6)%
(13.1)%
(1.1)%
(1.4)%
(0.0)%
1.8%
-
9.7%
(1.6)%
-
0.0%
(2.8)%
(1.8)%
(1.5)%
Amount in ` As % of total Amount in `
(167)
206
(2)
(1)
2
18
(400)
237
85
2,420
68
468
2
124
37
(320)
(86)
2
(6)
446
462
(743)
(0.2)%
0.2%
(0.0)%
(0.0)%
0.0%
0.0%
(0.5)%
0.3%
0.1%
2.9%
0.1%
0.6%
0.0%
0.1%
0.0%
(0.4)%
(0.1)%
0.0%
(0.0)%
0.5%
0.5%
(0.9)%
22
(59)
(1)
1
1
3
(29)
29
24
511
43
54
1
(72)
-
(379)
62
-
(1)
110
71
58
6.0%
4.3%
(0.0)%
(0.0)%
0.6%
0.0%
0.0%
0.1%
0.1%
0.0%
3.7%
1.5%
0.1%
0.3%
0.0%
2.3%
0.1%
0.6%
(0.1)%
0.1%
0.0%
0.1%
(0.6)%
37,530
26,673
(136)
(13)
3,629
176
1
609
901
21
23,496
9,099
700
1,752
250
14,436
414
3,847
(428)
775
206
429
(3,668)
1.3%
3.0%
0.0%
0.0%
0.1%
0.0%
(0.0)%
0.1%
0.4%
0.1%
1.2%
(7.4)%
0.0%
(0.0)%
0.0%
4.8%
0.0%
0.0%
0.0%
-
-
0.0%
1.4%
1,153
2,617
10
5
50
25
(1)
88
373
47
1,026
(6,501)
29
(6)
29
4,185
19
26
23
-
-
27
1,190
-
-
0.6%
(0.0)%
0.4%
(0.4)%
-
(1.2)%
(0.0)%
-
-
37.7%
(1.8)%
(1.9)%
(0.4)%
(38.7)%
(0.1)%
(4.5)%
0.9%
-
(1.8)%
(0.4)%
3.6%
-
-
(24)
1
(15)
14
-
46
1
-
-
(1,473)
70
75
15
1,509
3
177
(37)
-
72
14
(140)
1.4%
3.1%
(0.0)%
0.0%
0.0%
0.0%
(0.0)%
0.2%
0.4%
0.1%
1.2%
(9.5)%
0.1%
0.1%
0.1%
6.8%
0.0%
0.2%
(0.0)%
-
0.1%
0.0%
1.2%
1,153
2,617
(14)
6
35
39
(1)
134
374
47
1,026
(7,974)
99
69
44
5,694
22
203
(14)
-
72
41
1,050
273
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Name of the Subsidiary
Wipro Technologies Australia Pty Ltd
Wipro Technologies GmbH
Wipro Technologies Limited
Wipro Technologies Nigeria Limited
Wipro Technologies Peru S.A.C.
Wipro Technologies S.R.L.
Wipro Technologies SA
Wipro Technologies SA DE CV
Wipro Technologies SDN BHD
Wipro Technologies South Africa (Proprietary)
Limited
Wipro Technologies VZ, C.A.
Wipro Technologies W.T. Sociedad Anonima
Wipro Technology Chile SPA
Wipro UK Limited
Wipro, LLC
Women’s Business Park Technologies Limited
Trusts
Wipro Equity Reward Trust
Wipro Foundation
Total
Non-controlling interest
Adjustment arising out of consolidation
Grand Total
Net Asset
Share in Profit or Loss
Share in Other
comprehensive income
Share in total
comprehensive income
As % of total
(0.0)%
(0.1)%
0.0%
0.0%
0.0%
Amount in `
(240)
(916)
210
122
160
As % of total
0.2%
0.6%
0.0%
0.1%
0.1%
Amount in ` As % of total
(0.5)%
35.7%
0.6%
(0.1)%
(0.2)%
208
541
31
118
57
Amount in ` As % of total Amount in `
227
(852)
8
120
64
19
(1,393)
(23)
2
7
0.3%
(1.0)%
0.0%
0.1%
0.1%
0.1%
0.0%
0.0%
0.0%
0.1%
(0.0)%
(0.1)%
0.0%
0.0%
1.7%
(0.0)%
0.2%
(0.0)%
100%
598
212
2
5
538
(2)
(684)
10
159
10,355
(32)
` 1,293
(5)
` 627,337
` (1,875)
(72,245)
` 553,217
(0.3)%
0.1%
0.3%
(0.0)%
0.1%
(0.0)%
(0.2)%
(0.1)%
0.0%
(9.6)%
(0.1)%
0.1%
(0.0)%
100%
(273)
(0.8)%
1.6%
0.2%
-
1.7%
(0.3)%
1.7%
0.1%
0.4%
(0.2)%
-
-
-
100%
73
290
(1)
117
(13)
(195)
(79)
31
(8,413)
(97)
` 72
(21)
` 87,948
` (495)
9,770
` 97,223
32
(62)
(6)
-
(68)
11
(68)
(3)
(17)
7
-
` -
-
` (3,909)
` (158)
8,166
` 4,099
(0.3)%
0.0%
0.3%
(0.0)%
0.1%
(0.0)%
(0.3)%
(0.1)%
0.0%
(10.0)%
(0.1)%
0.1%
(0.0)%
100%
(241)
11
284
(1)
49
(2)
(263)
(82)
14
(8,406)
(97)
` 72
(21)
` 84,039
` (653)
17,936
` 101,322
41. During the year ended March 31, 2019, as part of a customer contract with Alight LLC, Wipro has acquired Alight HR Services India Private
Limited (currently known as Wipro HR Services India Private Limited) for a consideration of ` 8,275. Considering the terms and conditions
of the agreement, the Company has concluded that this transaction does not meet the definition of Business under Ind AS103 – Business
Combinations. The transaction was consummated on September 1, 2018. Net assets taken over was ` 4,128. The excess of consideration
paid, and net assets taken over is accounted as ‘costs to obtain contract’, which will be amortized over the tenure of the contract as
reduction in revenues.
As per our report of even date attached
For and on behalf of the Board of Directors
for Deloitte Haskins & Sells LLP
Chartered Accountants
Rishad A. Premji
Chairman
M. K. Sharma
Director
Abidali Z. Neemuchwala
Chief Executive Officer
& Managing Director
Firm’s Registration No: 117366W/W- 100018
Vikas Bagaria
Partner
Membership No. 60408
Bengaluru
May 29, 2020
Jatin Pravinchandra Dalal
Chief Financial Officer
M. Sanaulla Khan
Company Secretary
Bengaluru
May 29, 2020
274
Annual Report 2019-20 e
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275
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
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276
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Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
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B
Annual Report 2019-20
Indepependent Auditor’s Report
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Wipro
Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated statements
of financial position of Wipro Limited and subsidiaries (the
“Company”) as of March 31, 2020 and 2019, the related
consolidated statements of income, comprehensive income,
shareholders’ equity, and cash flows, for each of the three
years in the period ended March 31, 2020, and the related
notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as
of March 31, 2020 and 2019, and the results of its operations
and its cash flows for each of the three years in the period
ended March 31, 2020, in conformity with the International
Financial Reporting Standards as issued by the International
Accounting Standards Board.
We have also audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial
reporting as of March 31, 2020, based on criteria established
in Internal Control — Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated May 29, 2020, expressed
an unqualified opinion on the Company’s internal control over
financial reporting.
Change in Accounting Principle
As discussed in Note 3 and 3(xiv) to the financial statements,
the Company has changed its method of accounting for
leases in fiscal year 2020 and revenue from contracts with
customers in fiscal year 2019 due to adoption of International
Financial Reporting Standard 16, Leases and International
Financial Reporting Standard 15, Revenue from Contracts
with Customers respectively.
Basis for Opinion
These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of
material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates
made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our
audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters
arising from the current-period audit of the financial
statements that were communicated or required to be
communicated to the audit committee and that (1) relate
to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on
the financial statements, taken as a whole, and we are not,
by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
Fixed price contracts using the percentage of completion
method - Refer Notes 2 (iv)(a), 3(xiv)B and 24 to the financial
statements.
Critical Audit Matter Description
Revenue from fixed-price contracts,
including software
the
development, and
performance obligations are satisfied over time, is recognized
using the percentage-of-completion method.
integration contracts, where
Use of the percentage-of-completion method requires the
Company to determine the project costs incurred to date
as a percentage of total estimated project costs required to
complete the project. The estimation of total project costs
involves significant judgement and is assessed throughout
the period of the contract to reflect any changes based
on the latest available information. In addition, provisions
for estimated losses, if any, on uncompleted contracts are
recorded in the period in which such losses become probable
based on the estimated project costs.
We identified the revenue recognition for fixed price contracts
where the percentage-of-completion method is used as a
critical audit matter because of the significant judgement
involved in estimating the efforts to complete such contracts.
279
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited This estimate has a high inherent uncertainty and requires
consideration of progress of the contract, efforts incurred
to-date and estimates of efforts required to complete the
remaining contract performance obligations over the lives of
the contracts.
This required a high degree of auditor judgment in evaluating
the audit evidence supporting the application of the input
method used to recognize revenue and a higher extent of audit
effort to evaluate the reasonableness of the total estimated
amount of revenue recognized on fixed-price contracts.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to estimates of efforts to
complete for fixed-price contracts accounted using the
percentage-of-completion method included the following,
among others:
• We tested the effectiveness of controls relating to (1)
recording of efforts incurred and estimation of efforts
required to complete the remaining contract performance
obligations, and (2) access and application controls
pertaining to time recording and allocation systems,
which prevents unauthorised changes to recording of
efforts incurred.
• We evaluated management’s ability to reasonably
estimate the progress towards satisfying the performance
obligation by comparing actual information to estimates
for performance obligations that have been fulfilled.
• We selected a sample of fixed price contracts with
customers accounted using percentage-of-completion
method and performed the following:
o Read the contract and based on the terms and
conditions evaluated whether recognizing revenue
over time was appropriate, and the contract was
included in management’s calculation of revenue over
time.
o Evaluated other
information that supported the
estimates of the progress towards satisfying the
performance obligation.
o Evaluated the appropriateness of and consistency
in the application of management’s policies and
methodologies
towards
satisfying the performance obligation.
to estimate progress
o Compared efforts incurred with Company’s estimate
of efforts incurred to date to identify significant
variations and evaluate whether those variations
have been considered appropriately in estimating the
remaining efforts to complete the contract.
o Tested the estimate for consistency with the status of
delivery of milestones and customer acceptances to
identify possible delays in achieving milestones, which
require changes in estimated efforts to complete the
remaining performance obligations.
Allowance for credit losses Refer Notes 2(iv)(g), 3(x)(A), 9
and 25 to the financial statements
Critical Audit Matter Description
The Company determines the allowance for credit losses
based on historical loss experience adjusted to reflect
current and estimated future economic conditions. The
Company considered current and anticipated
future
economic conditions relating to industries the Company
deals with and the countries where it operates. In calculating
expected credit losses, the Company also considered credit
reports and other related credit information for its customers
to estimate the probability of default in future and has taken
into account estimates of possible effect from the pandemic
relating to COVID-19.
We identified allowance for credit losses as a critical audit
matter because of the significant judgement involved in
calculating the expected credit losses. This required a high
degree of auditor judgment and an increased extent of
effort when performing audit procedures to evaluate the
reasonableness of management’s estimate of the expected
credit losses.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the allowance for credit
losses for trade receivables, unbilled receivables and
contract assets included the following, among others:
• We tested the effectiveness of controls over the (1)
development of the methodology for the allowance for
credit losses, including consideration of the current and
estimated future economic conditions, (2) completeness
and accuracy of information used in the estimation of
probability of default, and (3) computation of the allowance
for credit losses.
• For a sample of customers we tested the input data such
as credit reports and other credit related information used
in estimating the probability of default by comparing them
to external and internal sources of information.
• We evaluated the
incorporation of the applicable
assumptions into the estimate of expected credit losses
and tested the mathematical accuracy and computation
of the allowances by using the same input data used by
the Company.
• We evaluated the qualitative adjustment to the historical
loss rates,
including assessing the basis for the
adjustments and the reasonableness of the significant
assumptions.
/S/Deloitte Haskins & Sells LLP
Bengaluru, India
May 29, 2020
We have served as the Company’s auditor since fiscal 2018.
280
Annual Report 2019-20 Consolidated Statement of Financial Position
(` in millions, except share and per share data, unless otherwise stated)
Notes
As at
March 31, 2019
As at
March 31, 2020
As at
March 31, 2020
Convenience
translation into US
dollar in millions
(unaudited) Refer to
Note 2(iii)
ASSETS
Goodwill
Intangible assets
Property, plant and equipment
Right-of-use assets
Financial assets
Derivative assets
Investments
Trade receivables
Other financial assets
Investments accounted for using the equity method
Deferred tax assets
Non-current tax assets
Other non-current assets
Total non-current assets
Inventories
Financial assets
Derivative assets
Investments
Cash and cash equivalents
Trade receivables
Unbilled receivables
Other financial assets
Contract assets
Current tax assets
Other current assets
Assets held for sale
Total current assets
TOTAL ASSETS
EQUITY
Share capital
Securities premium reserve
Retained earnings
Share-based payment reserve
Other components of equity
Equity attributable to the equity holders of the Company
Non-controlling interest
TOTAL EQUITY
6
6
4
5
19
8
9
12
8
21
13
10
19
8
11
9
12
13
281
116,980
13,762
70,601
-
173
6,916
4,373
5,146
1,235
5,604
20,603
15,872
261,265
3,951
4,931
220,716
158,529
100,489
22,880
14,611
15,038
7,435
23,086
571,666
240
571,906
833,171
12,068
533
534,700
2,617
18,198
568,116
2,637
570,753
131,012
16,362
81,120
16,748
-
9,302
6,049
5,881
1,383
6,005
11,414
11,935
297,211
1,865
3,025
189,635
144,499
104,474
25,209
8,614
17,143
2,882
22,505
519,851
-
519,851
817,062
11,427
1,275
519,907
1,550
23,299
557,458
1,875
559,333
1,738
217
1,076
222
-
123
80
78
18
80
151
158
3,941
25
40
2,515
1,917
1,386
335
114
228
38
299
6,897
-
6,897
10,838
152
17
6,896
21
309
7,395
25
7,420
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Statement of Financial Position
(` in millions, except share and per share data, unless otherwise stated)
Notes
As at
March 31, 2019
As at
March 31, 2020
As at
March 31, 2020
Convenience
translation into US
dollar in millions
(unaudited) Refer to
Note 2(iii)
14
19
14
16
21
17
18
14
19
15
14
16
17
18
28,368
-
-
-
3,417
11,023
5,258
2
48,068
71,099
1,310
88,304
-
644
24,768
9,541
18,046
638
214,350
262,418
833,171
4,840
138
12,638
151
2,825
13,205
7,537
2
41,336
73,202
7,231
78,129
6,560
899
18,775
11,731
19,254
612
216,393
257,729
817,062
64
2
168
2
37
175
100
^
548
971
96
1,036
87
12
249
156
255
8
2,870
3,418
10,838
LIABILITIES
Financial liabilities
Long - term loans and borrowings
Derivative liabilities
Lease liabilities
Other financial liabilities
Deferred tax liabilities
Non-current tax liabilities
Other non-current liabilities
Provisions
Total non-current liabilities
Financial liabilities
Loans, borrowings and bank overdrafts
Derivative liabilities
Trade payables and accrued expenses
Lease liabilities
Other financial liabilities
Contract liabilities
Current tax liabilities
Other current liabilities
Provisions
Total current liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
^ Value is less than 1
The accompanying notes form an integral part of these consolidated financial statements.
282
Annual Report 2019-20 Consolidated Statement of Income
(` in millions, except share and per share data, unless otherwise stated)
Notes
Year ended
March 31, 2018
Year ended
March 31, 2019
Year ended
March 31, 2020
Year ended
March 31, 2020
Convenience
translation
into US dollar
in millions
(unaudited) Refer
to Note 2(iii)
8,094
(5,784)
2,310
(569)
(396)
42
15
1,402
(97)
319
^
1,624
(329)
1,295
1,288
7
1,295
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
585,845
(413,033)
172,812
(44,510)
(35,951)
3,215
4,344
99,910
(7,375)
22,923
(43)
115,415
(25,242)
90,173
90,031
142
90,173
610,232
(436,085)
174,147
(42,907)
(29,823)
3,169
1,144
105,730
(7,328)
24,081
29
122,512
(24,799)
97,713
97,218
495
97,713
12.64
12.62
14.99
14.95
16.67
16.62
0.22
0.22
6,333,391,200
6,344,482,633
6,007,376,837
6,022,304,367
5,833,384,018
5,847,823,239
5,833,384,018
5,847,823,239
24
25
25
25
28
26
27
28
8
21
29
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 net profit /(loss) of associates accounted
for using the equity method
Profit before tax
Income tax expense
Profit for the year
Profit attributable to:
Equity holders of the Company
Non-controlling interest
Profit for the year
Earnings per equity share:
Attributable to equity shareholders of the
Company
Basic
Diluted
Weighted average number of equity shares
used in computing earnings per equity share
Basic
Diluted
^ Value is less than 1
The accompanying notes form an integral part of these consolidated financial statements.
283
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Statement of Comprehensive Income
(` in millions, except share and per share data, unless otherwise stated)
Notes
Year ended
March 31, 2018
Year ended
March 31, 2019
Year ended
March 31, 2020
Year ended
March 31, 2020
Convenience
translation
into US dollar
in millions
(unaudited)
Refer to Note
2(iii)
Profit for the year
80,084
90,173
97,713
1,295
Other comprehensive income (OCI)
Items that will not be reclassified to profit and loss in sub-
sequent periods
Defined benefit plan actuarial gains/(losses)
Net change in fair value of financial instruments through OCI
Items that may be reclassified to profit and loss in subse-
quent periods
Foreign currency translation differences
20
Translation difference relating to foreign operations
Net change in fair value of hedges of net investment in
foreign operations
Reclassification of foreign currency translation differ-
ences to profit and loss on sale of hosted data center
services, Workday business and Cornerstone OnDemand
business
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
567
(750)
(183)
3,576
(49)
-
1
(76)
(5,945)
(433)
(2,926)
(3,109)
235
(464)
(229)
3,238
(287)
(4,210)
463
811
1,255
(18)
1,252
1,023
(1,050)
724
(326)
(14)
10
(4)
8,447
112
-
-
(520)
(1,558)
(2,652)
1,222
4,939
4,613
-
-
(7)
(21)
(35)
16
65
61
Total comprehensive income for the year
76,975
91,196
102,326
1,356
Total comprehensive income attributable to:
Equity holders of the Company
Non-controlling interest
76,956
19
76,975
90,945
251
91,196
101,673
653
102,326
1,347
9
1,356
The accompanying notes form an integral part of these consolidated financial statements.
284
Annual Report 2019-20 4
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(
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
Consolidated Statement of Cash Flows
(` in millions, except share and per share data, unless otherwise stated)
Year ended
March 31,
2018
Year ended
March 31,
2019
Year ended
March 31, 2020
Year ended March
31, 2020
Convenience
translation into
US dollar in mil-
lions (unaudited)
Refer to Note
2(iii)
80,084
90,173
97,713
1,295
Cash flows from operating activities:
Profit for the year
Adjustments to reconcile profit for the year to net cash generated
from operating activities:
Gain on sale of property, plant and equipment and intangible as-
sets, net
Depreciation, amortization and impairment
Unrealized exchange (gain)/ loss, net and exchange (gain)/ loss on
borrowings
Share based compensation expense
Share of net (profit) /loss of associates accounted for using the
equity method
Income tax expense
Dividend and interest (income)/expenses, net
Gain from sale of business and loss of control in subsidiary, net
Other non-cash items
Changes in operating assets and liabilities; net of effects from
acquisitions:
Trade receivables
Unbilled receivables and Contract assets
Inventories
Other assets
Trade payables, accrued expenses, other liabilities and provisions
Contract liabilities
Cash generated from operating activities before taxes
Income taxes paid, net
Net cash generated from operating activities
Cash flows from investing activities:
(334)
21,124
4,794
1,347
11
22,390
(20,547)
-
4,405
(9,735)
2,192
545
(170)
4,499
1,733
112,338
(28,105)
84,233
(309)
19,474
(546)
1,938
43
25,242
(17,371)
(4,344)
-
1,392
4,580
(566)
(6,909)
20,844
7,824
141,465
(25,149)
116,316
(11)
20,862
6,376
1,262
(29)
24,799
(18,945)
(1,144)
-
(3,327)
(3,561)
2,085
(80)
(12,401)
(6,572)
107,027
(6,384)
100,643
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of investments
Proceeds from sale of investments
Proceeds from sale of hosted data center services business and
loss of control in subsidiary, net of related expenses and cash
Payment for business acquisitions including deposits and escrow,
net of cash acquired
Proceeds from sale of business
Interest received
Dividend received
(21,870)
1,171
(782,475)
830,448
(22,781)
1,940
(930,614)
954,954
(23,497)
1,270
(1,178,247)
1,212,826
-
26,103
-
(6,652)
-
14,347
609
-
-
20,163
361
(10,003)
7,459
23,837
367
288
^
277
85
17
^
329
(251)
(15)
-
(44)
(47)
28
(1)
(164)
(87)
1,422
(85)
1,337
(312)
17
(15,629)
16,087
-
(133)
99
316
5
Annual Report 2019-20
Consolidated Statement of Cash Flows
(` in millions, except share and per share data, unless otherwise stated)
Year ended
March 31,
2018
Year ended
March 31,
2019
Year ended
March 31, 2020
Year ended March
31, 2020
Convenience
translation into
US dollar in mil-
lions (unaudited)
Refer to Note
2(iii)
35,578
50,126
34,012
450
Net cash 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
Repayment of lease liabilities
Payment for deferred contingent consideration in respect of busi-
ness combination
Payment for buy back of shares, including transaction cost
Interest paid
Payment of cash dividend (including dividend tax thereon)
Payment of cash dividend to Non-controlling interest
Net cash used in financing activities
24
(155,254)
144,271
-
(164)
(110,312)
(3,123)
(5,420)
-
(129,978)
4
(104,039)
65,161
-
(265)
-
(4,796)
(5,434)
-
(49,369)
Net increase/ (decrease) in cash and cash equivalents during the
year
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (Note 11)
Refer to Note 14 for supplementary information on the consolidated statement of cash flows.
^ Value is less than 1
(10,167)
375
50,718
40,926
117,073
526
40,926
158,525
14
(132,380)
106,342
(6,784)
-
(105,311)
(4,601)
(6,863)
(1,415)
(150,998)
(16,343)
1,922
158,525
144,104
^
(1,756)
1,411
(90)
-
(1,397)
(61)
(91)
(19)
(2,003)
(216)
25
2,103
1,912
The accompanying notes form an integral part of these consolidated financial statements.
289
Corporate Overview | Management & Board Reports | Financial StatementsWipro 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, “we”, “us”, “our”, “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. 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 Company’s Board of Directors on May 29, 2020.
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, except for new accounting standards adopted by the
Company.
The consolidated financial statements correspond
the
classification provisions contained in IAS 1(revised), “Presentation
of Financial Statements”. For clarity, various items are aggregated
in the consolidated statement of income, consolidated statement
of comprehensive income and consolidated statement of financial
position. These items are disaggregated separately in the notes to
the consolidated financial statements, where applicable.
to
All amounts included in the consolidated financial statements are
reported in millions of Indian rupees (` in millions) except share
and per share data, unless otherwise stated. Due to rounding off,
the numbers presented throughout the document may not add up
precisely to the totals and percentages may not precisely reflect the
absolute figures.
(ii) Basis of measurement
The consolidated financial statements have been prepared on a
historical cost convention and on an accrual basis, except for the
following material items which have been measured at fair value as
required by relevant IFRS:
a. Derivative financial instruments,
b. Financial instruments classified as fair value through other
comprehensive income or fair value through profit or loss,
c.
The defined benefit asset/ (liability) is 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 at and for the year ended March
31, 2020, have been translated into United States dollars at the
certified foreign exchange rate of $1 = ` 75.39 as published by Federal
Reserve Board of Governors on March 31, 2020. 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 applies judgement to
determine whether each product or service promised to a
customer is capable of being distinct, and is distinct in the
context of the contract, if not, the promised products or services
are combined and accounted as a single performance obligation.
The Company allocates the arrangement consideration to
separately identifiable performance obligation deliverables
based on their relative stand-alone selling price. In cases where
the Company is unable to determine the stand-alone selling
price the company uses expected cost plus margin approach
in estimating the stand-alone selling price. 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
290
Annual Report 2019-20 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, revenue recognized, profit and timing of
revenue for remaining performance obligations 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 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 Company assesses acquired
intangible assets with finite useful life for impairment whenever
events or changes in circumstances indicate that the carrying
amount may not be recoverable. 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 an asset or a cash generating unit involves use of significant
estimates and assumptions which include turnover, growth
rates and net margins used to calculate projected future cash
flows, risk-adjusted discount rate, future economic and market
conditions.
b)
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 expected reversal
of deferred tax liabilities and projected future taxable income
in making this assessment. The amount of deferred tax assets
considered realizable, however, could reduce in the near term
if estimates of future taxable income during the carry-forward
period are reduced.
e) Business
combination:
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
accounting
for
In
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 expected credit loss calculation based
on the Company’s past 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
initially recorded at
instruments are
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 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 life is 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) Useful lives of intangible assets: The Company amortizes
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Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited intangible assets on a straight-line basis over estimated
useful lives of the assets. The useful life is estimated based
on a number of factors including the effects of obsolescence,
demand, competition and other economic factors such as the
stability of the industry and known technological advances
and the level of maintenance expenditures required to obtain
the expected future cash flows from the assets. The estimated
useful life is reviewed at least annually.
k) Leases: IFRS 16 defines a lease term as the non-cancellable
period for which the lessee has the right to use an underlying
asset including optional periods, when an entity is reasonably
certain to exercise an option to extend (or not to terminate)
a
lease. The Company considers all relevant facts and
circumstances that create an economic incentive for the lessee
to exercise the option when determining the lease term. The
option to extend the lease term is included in the lease term, if it
is reasonably certain that the lessee would exercise the option.
The Company reassesses the option when significant events or
changes in circumstances occur that are within the control of
the lessee.
l) 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 forecasted
transaction.
m) Uncertainty relating to the global health pandemic on
COVID-19:
In assessing the recoverability of receivables
including unbilled receivables, contract assets and contract
costs, goodwill, intangible assets, and certain investments, the
Company has considered internal and external information up
to the date of approval of these financial statements including
credit reports and economic forecasts. The Company has
performed sensitivity analysis on the assumptions used herein.
Based on the current indicators of future economic conditions,
the Company expects to recover the carrying amount of these
assets.
The Company basis its assessment believes that the probability
of the occurrence of forecasted transactions is not impacted
by COVID-19. The Company has also considered the effect of
changes, if any, in both counterparty credit risk and own credit
risk while assessing hedge effectiveness and measuring hedge
ineffectiveness and continues to believe that there is no impact
on effectiveness of its hedges.
The impact of COVID-19 remains uncertain and may be different
from what we have estimated as of the date of approval of
these consolidated financial statements and the Company will
continue to closely monitor any material changes to future
economic conditions.
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 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.
Investments accounted for using the equity method
Investments accounted for using the equity method 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 and are initially
recognized at cost. The carrying amount of investment is increased/
decreased to recognize investors share of profit or loss of the investee
after the acquisition date.
Non-current assets and disposal groups held for sale
Assets and liabilities of disposal groups that are 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 and liabilities
associated with 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.
292
Annual Report 2019-20 (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
in foreign currency are translated
into the
Transactions
respective functional currencies using the exchange rates
prevailing at the date of the transaction. Foreign exchange gains
and losses resulting from the settlement of such transactions
and from translation at the exchange rates prevailing at the
reporting date of monetary assets and liabilities denominated in
foreign currencies are recognized in the 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.
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.
(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 receivables, 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 and accrued
expenses, lease liabilities and 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
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
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):
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Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
•
•
•
•
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.
294
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 receivables, finance lease receivables,
employee and other advances and eligible current and non-
current assets.
d. Trade payables, accrued expenses, and other liabilities
Trade payables, accrued expenses, and other liabilities are
initially recognized at fair value, and subsequently carried
at amortized cost using the effective interest method.
For these financial instruments, the carrying amounts
approximate fair value due to the short-term maturity of
these instruments. 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
instruments are accounted as described below:
initial
to
recognition, derivative financial
a. Cash flow hedges
Changes in the fair value of the derivative hedging instruments
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
If the hedging
accounting
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
is discontinued prospectively.
Annual Report 2019-20
transaction occurs. The cumulative gain or loss previously
recognized in the cash flow hedging reserve is transferred to
the consolidated statement of income upon the occurrence of
the related forecasted transaction. If the forecasted transaction
is no longer expected to occur, such cumulative balance is
immediately recognized in the 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
also designates foreign currency denominated borrowing as a
hedge of net investment in foreign operations. Changes in the fair
value of the derivative hedging instruments and gains/(losses)
on translation or settlement of foreign currency denominated
borrowings designated as a hedge of net investment in foreign
operations are recognized in other comprehensive income and
presented within equity in the FCTR to the extent that the hedge
is effective. To the extent that the hedge is ineffective, changes
in fair value are recognized in the consolidated statement of
income and reported within foreign exchange gains/(losses), net
within results from operating activities.
c. Others
in foreign operations are recognized
Changes in fair value of foreign currency derivative instruments
neither designated as cash flow hedges nor hedges of net
investment
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 expenses.
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 recognizes a borrowing for the proceeds received. A financial
liability (or a part of a financial liability) is derecognized from the
Company’s statement of financial position when the obligation
specified in the contract is discharged or cancelled or expires.
(v) Equity and share capital
a) Share capital and Securities premium reserve
The authorized share capital of the Company as at March 31,
2020 is ` 25,274 divided into 12,504,500,000 equity shares of `
2 each, 25,000,000 preference shares of ` 10 each and 150,000
10% optionally convertible cumulative preference shares of `
100 each. Par value of the equity shares is recorded as share
capital and the amount received in excess of par value is
classified as securities premium reserve.
Every holder of the equity shares, as reflected in the records of
the Company, as at 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 23,097,216, 27,353,853 and
22,746,081 treasury shares as at March 31, 2018, 2019 and
2020, respectively. Treasury shares are recorded at acquisition
cost.
c) Retained earnings
Retained earnings comprises of the Company’s undistributed
earnings after taxes. This includes Capital reserve as at March
31, 2018, 2019 and 2020 amounting to ` 1,139, ` 1,139, and
` 1,139 respectively, which is not freely available for distribution.
It also includes Nil, ` 28,565 and ` 43,804 as at March 31, 2018,
2019 and 2020, respectively representing the Special Economic
Zone (“SEZ”) Re-Investment Reserve. The SEZ 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 said reserve should
be utilized by the Company for acquiring plant and machinery as
per terms of Section 10AA(2) of the Income-tax Act, 1961. This
reserve 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 securities premium reserve upon
exercise of stock options and restricted stock unit options by
employees.
e) Foreign currency translation reserve (FCTR)
The exchange differences arising from the translation of
financial statements of foreign subsidiaries, differences arising
from translation of long-term inter-company receivables or
payables relating to foreign operations settlement of which is
neither planned nor likely in the foreseeable future, changes in
fair value of the derivative hedging instruments and gains/losses
on translation or settlement of foreign currency denominated
borrowings designated as hedge of net investment in foreign
operations are recognized in other comprehensive income, net
of taxes and presented within equity in the FCTR.
f) Cash flow hedging reserve
in fair value of derivative hedging
Changes
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.
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Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
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 include Capital redemption reserve as at
March 31, 2018, 2019 and 2020 amounting to ` 767, ` Nil and
` 646, 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 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
capitalized as part of the cost.
Capital work-
accumulated impairment losses, if any.
in-progress are measured at cost
less
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. 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 is 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 at 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 and
liabilities is recognized as goodwill. If the excess is negative,
a bargain purchase gain is recognized immediately in the
consolidated statement of income. Goodwill is measured at cost
less accumulated impairment (if any).
Goodwill associated with disposal of an operation that is part
of cash-generating unit is measured on the basis of the relative
values of the operation disposed of and the portion of the cash-
generating unit retained, unless the entity can demonstrate that
some other method better reflects the goodwill associated with
the operation disposed of.
c)
Intangible assets
Intangible assets acquired separately are measured at cost
of acquisition.
in a business
Intangible assets acquired
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 statement of income.
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Annual Report 2019-20 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 7 years
The Company evaluates each contract or arrangement, whether it
qualifies as lease as defined under IFRS 16.
The Company as a lessee
The Company enters into an arrangement for lease of land, buildings,
plant and machinery including computer equipment and vehicles.
Such arrangements are generally for a fixed period but may have
extension or termination options. The Company assesses, whether
the contract is, or contains, a lease, at its inception. A contract is, or
contains, a lease if the contract conveys the right to –
(a) control the use of an identified asset,
(b) obtain substantially all the economic benefits from use of the
identified asset, and
(c) direct the use of the identified asset.
The Company determines the lease term as the non-cancellable
period of a lease, together with periods covered by an option to extend
the lease, where the Company is reasonably certain to exercise that
option.
The Company at the commencement of the lease contract recognizes
a Right-of-Use (RoU) asset at cost and corresponding lease liability,
except for leases with term of less than twelve months (short term
leases) and low-value assets. For these short term and low value
leases, the company recognizes the lease payments as an operating
expense on a straight-line basis over the lease term.
The cost of the right-of-use assets comprises the amount of the
initial measurement of the lease liability, any lease payments
made at or before the inception date of the lease plus any initial
direct costs, less any lease incentives received. Subsequently, the
right-of-use assets are measured at cost less any accumulated
depreciation and accumulated impairment losses, if any. The right-
of-use assets are depreciated using the straight-line method from
the commencement date over the shorter of lease term or useful
life of right-of-use assets. The estimated useful lives of right-of-use
assets are determined on the same basis as those of property, plant
and equipment.
The Company applies IAS 36 to determine whether a RoU asset
is impaired and accounts for any identified impairment loss as
described in the impairment of non-financial assets below.
For lease liabilities at the commencement of the lease, the Company
measures the lease liability at the present value of the lease
payments that are not paid at that date. The lease payments are
discounted using the interest rate implicit in the lease, if that rate is
readily determined, if that rate is not readily determined, the lease
payments are discounted using the incremental borrowing rate
that the Company would have to pay to borrow funds, including the
consideration of factors such as the nature of the asset and location,
collateral, market terms and conditions, as applicable in a similar
economic environment.
After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for the
lease payments made.
The Company recognizes the amount of the re-measurement of
lease liability as an adjustment to the right-of-use assets. Where
the carrying amount of the right-of-use assets is reduced to zero
and there is a further reduction in the measurement of the lease
liability, the Company recognizes any remaining amount of the re-
measurement in consolidated statement of income.
Lease liability payments are classified as cash used in financing
activities in the consolidated statement of cash flows.
The Company as a lessor
Leases under which the Company is a lessor are classified as a
finance or operating lease. Lease contracts where all the risks and
rewards are substantially transferred to the lessee are classified as a
finance lease. All other leases are classified as operating lease.
For leases under which the Company is an intermediate lessor, the
Company accounts for the head-lease and the sub-lease as two
separate contracts. The sub-lease is further classified either as a
finance lease or an operating lease by reference to the RoU asset
arising from the head-lease.
(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, trade receivables, unbilled
receivables, contract assets, finance lease 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, unbilled receivables, contract
assets and finance 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
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Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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, right-of-use assets 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.
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.
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. 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.
Remeasurement comprising actuarial gains or losses and the return
on plan assets (excluding interest) are immediately recognized in
other comprehensive income, net of taxes and permanently excluded
from profit or loss. 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 remeasurement 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 and Pension
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 also maintains pension and similar plans for employees
outside India, based on the country specific regulations. These plans
are partially funded, and the funds are managed by third party fund
managers. The plans provide for monthly payout after retirement as
per salary drawn and service period or for a lumpsum payment as set
out in rules of each fund.
The Company’s obligation in respect of above plans, which are defined
benefit plans, are 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
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Annual Report 2019-20 amount as a result of past service provided by the employee and the
obligation can be estimated reliably.
reimbursement will be received, and the amount of the receivable
can be measured 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 or cash settled instruments, for
rendering services over a defined vesting period and for Company’s
performance-based stock options over the defined 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 or cash settled 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 or cash settled instruments that will
eventually vest.
Cash Settled instruments granted are re-measured by reference to
the fair value at the end of each reporting period and at the time of
vesting. The expense is recognized in the consolidated statement of
income with a corresponding increase to financial liability.
(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
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.
Effective April 1, 2018, the Company adopted IFRS 15 “Revenue from
Contracts with Customers” using the cumulative catch-up transition
method, applied to contracts that were not completed as of April 1,
2018. The adoption of the new standard has resulted in a reduction
of ` 2,279 in opening retained earnings, primarily relating to certain
contract costs because these do not meet the criteria for recognition
as costs to fulfil a contract.
Revenues from customer contracts are considered for recognition
and measurement when the contract has been approved by the
parties to the contract, the parties to contract are committed to
perform their respective obligations under the contract, and the
contract is legally enforceable.
Revenue
is recognized upon transfer of control of promised
products or services to customers in an amount that reflects the
consideration the Company expects to receive in exchange for those
products or services. To recognize revenues, the Company applies
the following five step approach: (1) identify the contract with a
customer, (2) identify the performance obligations in the contract,
(3) determine the transaction price, (4) allocate the transaction price
to the performance obligations in the contract, and (5) recognize
revenues when a performance obligation is satisfied. When there
is uncertainty as to collectability, revenue recognition is postponed
until such uncertainty is resolved.
At contract inception, the Company assesses its promise to
transfer products or services to a customer to identify separate
performance obligations. The Company applies judgement to
determine whether each product or service promised to a customer
is capable of being distinct, and are distinct in the context of the
contract, if not, the promised products or services are combined
and accounted as a single performance obligation. The Company
allocates the arrangement consideration to separately identifiable
performance obligation based on their relative stand-alone selling
price or residual method. Stand-alone selling prices are determined
based on sale prices for the components when it is regularly sold
separately, in cases where the Company is unable to determine the
stand-alone selling price the Company uses third-party prices for
similar deliverables or the Company uses expected cost-plus margin
approach in estimating the stand-alone selling price.
For performance obligations where control is transferred over time,
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Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited revenues are recognized by measuring progress towards completion
of the performance obligation. The selection of the method to measure
progress towards completion requires judgment and is based on the
nature of the promised products or services to be provided.
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
i. Fixed-price development contracts
Revenues from fixed-price contracts, including software development,
and integration contracts, where the performance obligations
are satisfied over time, are recognized using the “percentage-of-
completion” method. The performance obligations are satisfied as
and when the services are rendered since the customer generally
obtains control of the work as it progresses. 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 is not able to reasonably measure
the progress of completion, revenue is recognized only to the extent
of costs incurred, for which recoverability is probable. When 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 as an onerous contract provision.
A contract asset is a right to consideration that is conditional upon
factors other than the passage of time. Contract assets primarily
relate to unbilled amounts on fixed-price development contracts
and are classified as non-financial asset as the contractual right to
consideration is dependent on completion of contractual milestones.
A contract liability is an entity’s obligation to transfer goods or
services to a customer for which the entity has received consideration
(or the amount is due) from the customer.
Unbilled receivables on other than fixed price development contracts
are classified as a financial asset where the right to consideration is
unconditional upon passage of time.
ii. Maintenance contracts
Revenues related to fixed-price maintenance contracts are
recognized on a straight-line basis when services are performed
through an indefinite number of repetitive acts over a specified
period or ratably using percentage of completion method when the
pattern of benefits from the services rendered to the customers
and the cost to fulfil the contract is not even through the period
of contract because the services are generally discrete in nature
and not repetitive. Revenue for contracts in which the invoicing is
representative of the value being delivered, is recognized based
on our right to invoice. If our invoicing is not consistent with value
delivered, revenues are recognized as the service is performed using
the percentage of completion method.
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.
iii. Element or Volume based contracts
Revenues and costs are recognized as the related services are
rendered.
C. Products
Revenue on product sales are recognized when the customer obtains
control of the specified product.
D. Others
• Any change in scope or price is considered as a contract
modification. The Company accounts for modifications to
existing contracts by assessing whether the services added are
distinct and whether the pricing is at the stand-alone selling
price. Services added that are not distinct are accounted for on
a cumulative catch up basis, while those that are distinct are
accounted for prospectively, either as a separate contract if the
additional services are priced at the stand-alone selling price, or
as a termination of the existing contract and creation of a new
contract if not priced at the stand-alone selling price.
• The Company accounts for variable considerations like, volume
discounts, rebates, pricing incentives to customers and penalties
as reduction of revenue on a systematic and rational basis over
the period of the contract. The Company estimates an amount of
such variable consideration using expected value method or the
single most likely amount in a range of possible consideration
depending on which method better predicts the amount of
consideration to which the Company may be entitled and when
it is probable that a significant reversal of cumulative revenue
recognized will not occur when the uncertainty associated with
the variable consideration is resolved.
• Revenues are shown net of allowances/ returns, sales tax, value
added tax, goods and services tax and applicable discounts and
allowances.
• The Company accrues the estimated cost of warranties at the
time when the revenue is recognized. The accruals are based
on the Company’s historical experience of material usage and
service delivery costs.
•
Incremental costs that relate directly to a contract and incurred
in securing a contract with a customer are recognized as an asset
when the Company expects to recover these costs and amortized
over the contract term.
• The Company recognizes contract fulfilment cost as an asset if
those costs specifically relate to a contract or to an anticipated
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Annual Report 2019-20 contract, the costs generate or enhance resources that will be
used in satisfying performance obligations in future; and the
costs are expected to be recovered. The asset so recognized is
amortized on a systematic basis consistent with the transfer of
goods or services to customer to which the asset relates.
• The Company assesses the timing of the transfer of goods or
services to the customer as compared to the timing of payments
to determine whether a significant financing component
exists. As a practical expedient, the Company does not assess
the existence of a significant financing component when the
difference between payment and transfer of deliverables is a
year or less. If the difference in timing arises for reasons other
than the provision of finance to either the customer or us, no
financing component is deemed to exist.
• The Company may enter into arrangements with third party
suppliers to resell products or services. In such cases, the
Company evaluates whether the Company is the principal (i.e.
report revenues on a gross basis) or agent (i.e. report revenues on
a net basis). In doing so, the Company first evaluates whether the
Company controls the good or service before it is transferred to
the customer. If Company controls the good or service before it is
transferred to the customer, Company is the principal; if not, the
Company is the agent.
• Estimates of transaction price and total costs or efforts are
continuously monitored over the term of the contract and are
recognized in net profit in the period when these estimates
change or when the estimates are revised. Revenues and the
estimated total costs or efforts are subject to revision as the
contract progresses.
(xv) Finance expenses
Finance expenses comprises interest cost on borrowings and lease
liabilities, 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 comprise interest income on deposits,
dividend income and gains / (losses) on disposal of investments.
Interest income is recognized using the effective interest method.
Dividend income is recognized when the right to receive payment is
established.
(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. While determining the tax provisions,
the Company assesses whether each uncertain tax position is to be
considered separately or together with one or more uncertain tax
positions depending upon the nature and circumstances of each
uncertain tax position. 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
301
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited shares outstanding during the period, using the treasury stock
method for options, 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 or future 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.
(xx) Assets held for sale
Sale of business is classified as held for sale, if their carrying amount
is intended to be recovered principally through sale rather than
through continuing use. The condition for classification as held for
sale is met when disposal business is available for immediate sale
and the same is highly probable of being completed within one year
from the date of classification as held for sale.
(xxi) 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.
(xxii) Disposal of assets
The gain or loss arising on disposal or retirement of assets is
recognized in the consolidated statement of income.
and the right-of-use asset at its carrying amount as if the
standard had been applied since the commencement date of the
lease, but discounted using the incremental borrowing rate at
the date of initial application,
c) The Company excluded the initial direct costs from measurement
of the RoU asset,
d) The Company does not recognize RoU assets and lease liabilities
for leases with less than twelve months of lease term and low-
value assets on the date of initial application.
The weighted average of discount rate applied to lease liabilities as
at April 1, 2019 is 5.7%.
On adoption of IFRS 16,
a) the Company has recognized right-of-use assets of ` 13,630 and
corresponding lease liability of `15,379,
b) the net carrying value of assets procured under the finance lease
of ` 1,243 (gross carrying and accumulated depreciation value
of ` 3,420 and ` 2,177, respectively) have been reclassified from
property, plant and equipment to right- of-use assets,
c)
the obligations under finance leases of ` 2,002 (non-current
and current obligation under finance leases ` 496 and ` 1,506,
respectively) have been reclassified to lease liabilities,
d) prepaid rent on leasehold land and other assets, which were
earlier classified under “Other Assets” have been reclassified to
right-of-use assets by ` 2,222.
The adoption of the new standard has resulted in a reduction of ` 872
in retained earnings, net of deferred tax asset of ` 138.
During the year ended March 31, 2020, the Company recognized in
the consolidated statement of income –
a) Depreciation expense from right-of-use assets of ` 5,911 (Refer
to Note 5)
New Accounting standards adopted by the Company:
b)
Interest expenses on lease liabilities of ` 914
IFRS 16 - Leases
On April 1, 2019, the Company adopted IFRS 16, Leases, which
applied to all lease contracts outstanding as at April 1, 2019, using
modified retrospective method by recording the cumulative effect
of initial application as an adjustment to opening retained earnings.
The Company has made use of the following practical expedients
available in its transition to IFRS 16: -
a) The Company will not reassess whether a contract is or contains
a lease. Accordingly, the definition of lease in accordance with
IAS 17 and IFRIC-4 will continue to be applied to lease contracts
entered by the Company or modified by the Company before April
1, 2019,
b) The Company has applied a single discount rate to a portfolio
of leases of similar assets in similar economic environment.
Consequently, the Company has recorded its lease liability using
the present value of remaining lease payments, discounted using
the incremental borrowing rate at the date of initial application
c) Rent expense amounting to ` 44 pertaining to leases of low-value
assets and ` 2,085 pertaining to leases with less than twelve
months of lease term has been included under Facility expenses
d)
Income from subleasing right-of-use assets is not material.
Refer to Note 5 for additions to right-of-use assets during the year
ended March 31, 2020 and carrying amount of right-of-use assets as
at March 31, 2020 by class of underlying asset.
As of March 31, 2020, the Company is committed to certain leases
amounting to ` 1,399 which have not yet commenced. The term of
such lease’s ranges from 2 to 8 years.
Lease payments during the period are disclosed under financing
activities in the consolidated statement of cash flows.
The comparatives as at and for the year ended March 31, 2019 and
March 31, 2018 have not been retrospectively restated.
The adoption of IFRS 16 did not have any material impact on the
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Annual Report 2019-20 Company’s consolidated statement of income and earnings per
share.
standards and interpretations that could have potential impact on
the consolidated financial statements of the Company are:
The difference between the lease obligation disclosed as of March 31,
2019 under IAS 17 and the value of the lease liabilities as of April 1,
2019 is primarily on account of practical expedients exercised for low
value assets and short term leases as at adoption of the standard,
measuring lease liability and discounting the lease liabilities to the
present value in accordance with IFRS 16.
Particulars
Operating lease commitments disclosed as at March
31, 2019
Total
` 19,741
(Less): Impact of discounting on opening lease liability
(1,954)
(Less): Short-term leases not recognized as a liability
(1,675)
(Less): Low-value leases not recognized as a liability
(Less): Leases commencing after 1st April, but entered
into on or before 31st March
(64)
(669)
Lease liability recognized as at April 1, 2019
` 15,379
IFRIC 23 – Uncertainty over Income Tax treatments
The IASB has clarified 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. The adoption of IFRIC 23 did not have any
material impact on the consolidated financial statements of the
Company.
Amendment to IAS 19 - Plan Amendment, Curtailment or
Settlement
The IASB 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. The adoption of amendment to
IAS 19 did not have any material impact on consolidated financial
statements of the Company.
Amendment to IAS 12 – Income Taxes
The IASB 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 according to where the entity originally recognized those past
transactions or events that generated distributable profits were
recognized. The adoption of amendment to IAS 12 did not have any
impact on consolidated financial statements of the Company.
Amendment to IFRS 3 - Business combination
On October 22, 2018, the IASB issued amendments to IFRS 3,
‘Business Combinations’, in connection with clarification of business
definition, which help in determining whether an acquisition made is
of a business or a group of assets. The amendment added a test that
makes it easier to conclude that a company has acquired a group of
assets, rather than a business, if the value of the assets acquired
is substantially all concentrated in a single asset or a group of
similar assets. These amendments are effective for annual reporting
periods beginning on or after January 1, 2020, with earlier application
permitted. The adoption of amendment to IFRS 3 is not expected to
have any impact on the consolidated financial statements of the
Company.
Amendment to IFRS 9, IAS 39 and IFRS 7 – Interest Rate Benchmark
Reform
On September 26, 2019, the IASB amended some of its requirements
for hedge accounting. The amendments provide relief from potential
effects of the uncertainty caused by the IBOR reform. In addition, the
amendments require companies to provide additional information
to investors about their hedging relationships that are directly
affected by these uncertainties. These amendments are effective
for annual reporting periods beginning on or after January 1, 2020,
with earlier application permitted. The Company does not expect
the amendment to have any significant impact on its consolidated
financial statements.
Amendment to IAS 1 and IAS 8 – Definition of Material
On October 30, 2018, the IASB issued Amendment to IAS 1
Presentation of Financial Statements and
IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors to update
a new definition of material in IAS 1. The amendments clarify the
definition of “material” and how it should be applied by including
in the definition guidance that until now has featured elsewhere
in IFRS Standards. The new definition clarifies that, information
is considered material if omitting, misstating, or obscuring such
information, could reasonably be expected to influence the decisions
that the primary users of general-purpose financial statements
make on the basis of those financial statements. The definition of
material in IAS 8 has been replaced by a reference to the definition of
material in IAS 1. In addition, the IASB amended other Standards and
the Conceptual Framework that contain a definition of material or
refer to the term ‘material’ to ensure consistency. These amendments
are effective prospectively for annual reporting periods beginning
on or after January 1, 2020, with earlier application permitted. The
Company does not expect the amendment to have any material
impact on its evaluation of materiality in relation to its consolidated
financial statements.
New accounting standards not yet adopted by the Company:
Amendment to IAS 1 – Presentation of Financial Statements
standards, amendments
Certain new
standards and
interpretations are not yet effective for annual periods beginning
after April 1 2019 and have not been applied in preparing these
consolidated financial statements. New standards, amendments to
to
On January 23, 2020, the IASB has issued “Classification of liabilities
as Current or Non-Current (Amendments to IAS 1)” providing a
more general approach to the classification of liabilities under IAS
1 based on the contractual arrangement in place at the reporting
303
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited date. The amendments aim to promote consistency in applying
the requirements by helping companies to determine whether, in
the statement of financial position, debt and other liabilities with
an uncertain settlement date should be classified as current (due
or potentially due to be settled within one year) or non-current.
The amendments also clarified the classification requirements
for debt a company might settle by converting it into equity. These
amendments are effective for annual reporting periods beginning on
or after January 1, 2022 and are to be applied retrospectively, with
earlier application permitted. The Company is currently evaluating
the impact of amendment to IAS 1 on its consolidated financial
statements.
Amendment to IAS 37 – Onerous Contracts – Cost of Fulfilling a
Contract
On May 14, 2020, the IASB issued “Onerous Contracts — Cost
of Fulfilling a Contract (Amendments to IAS 37)”, amending the
standard regarding costs a company should include as the cost of
fulfilling a contract when assessing whether a contract is onerous.
The amendment specifies that the “cost of fulfilling” a contract
comprises the “costs that relate directly to the contract”. Costs
that relate directly to a contract can either be incremental costs
of fulfilling that contract or an allocation of other costs that relate
4. Property, plant and equipment
directly to fulfilling contracts. These amendments are effective for
annual reporting periods beginning on or after January 1, 2022, with
earlier application is permitted. The Company is currently evaluating
the impact of amendment to IAS 37 on its consolidated financial
statements.
Amendment to IFRS 16 – Leases
On May 15, 2020, the IASB issued amendments to IFRS 16, “Leases”,
provide lessees with an exemption from assessing whether a COVID-
19-related rent concession is a lease modification. The amendments
allowed the expedient to be applied to COVID-19-related rent
concessions to payments originally due on or before 30 June 2021
and also require disclosure of the amount recognized in profit or
loss to reflect changes in lease payments that arise from COVID-
19-related rent concessions. The reporting period in which a lessee
first applies the amendment, it is not required to disclose certain
quantitative information required under IAS 8. These amendments
are effective for periods beginning on or after June 1, 2020, with
earlier application is permitted. The Company is currently evaluating
the impact of amendment to IFRS 16 on its consolidated financial
statements.
Land
Buildings
Plant and
machinery *
Furniture
fixtures and
equipment
Vehicles
Total
Gross carrying value:
As at April 1, 2018
Translation adjustment
Additions
Disposals
As at March 31, 2019
Accumulated depreciation/ impairment:
As at April 1, 2018
Translation adjustment
Depreciation and impairment **
Disposals
As at March 31, 2019
Capital work-in-progress
`
`
3,637
(5)
65
-
3,697
-
-
-
-
-
`
`
`
25,145
(8)
2,684
(331)
27,490
5,824
8
1,034
(151)
6,715
`
`
`
87,222
613
10,402
(5,871)
92,366
65,325
332
12,298
(4,767)
73,188
Net carrying value including Capital work-in-progress as at March 31, 2019
Gross carrying value:
As at April 1, 2019
Reclassified on adoption of IFRS 16
Adjusted balance as at April 1, 2019
Translation adjustment
Additions
Additions through Business combinations
Disposals
As at March 31, 2020
Accumulated depreciation/ impairment:
As at April 1, 2019
Reclassified on adoption of IFRS 16
`
`
`
3,697
-
3,697
9
55
-
-
3,761
-
-
`
`
`
27,490
-
27,490
84
9,130
5
(199)
36,510
6,715
-
304
`
`
92,366
(3,420)
88,946
1,437
13,571
417
(3,676)
` 100,695
73,188
(2,177)
`
`
`
`
`
`
15,772
-
1,951
(1,218)
16,505
11,983
(6)
1,363
(747)
12,593
16,505
-
16,505
129
3,487
7
(258)
19,870
12,593
-
`
`
`
`
`
`
1,139
(6)
4
(189)
948
506
(3)
304
(125)
682
948
-
948
(5)
11
-
(146)
808
` 132,915
594
15,106
(7,609)
141,006
`
`
`
`
83,638
331
14,999
(5,790)
93,178
22,773
70,601
` 141,006
(3,420)
` 137,586
1,654
26,254
429
(4,279)
` 161,644
682
-
`
93,178
(2,177)
Annual Report 2019-20 Adjusted balance as at April 1, 2019
Translation adjustment
Depreciation and impairment **
Disposals
As at March 31, 2020
Capital work-in-progress
Land
Buildings
`
`
-
-
-
-
-
`
`
6,715
32
1,319
(118)
7,948
Plant and
machinery *
` 71,011
1,066
8,628
(2,649)
` 78,056
Furniture
fixtures and
equipment
` 12,593
91
1,556
(99)
` 14,141
Net carrying value including Capital work-in-progress as at March 31, 2020
Vehicles
Total
`
`
682
(2)
175
(128)
727
` 91,001
1,187
11,678
(2,994)
` 100,872
` 20,348
` 81,120
*
Including net carrying value of computer equipment and software amounting to ` 16,375 and ` 16,844, as at March 31, 2019 and 2020,
respectively.
** Includes impairment charge on software platform recognized on acquisitions, amounting to Nil, ` 1,480 and Nil, for the year ended March 31,
2018, 2019 and 2020, respectively, is included in cost of revenues in the consolidated statement of income.
5. Right-of-use assets
Gross carrying value:
As at April 1, 2019
Additions
Additions through Business combinations
Disposals
Translation adjustment
As at March 31, 2020
Accumulated depreciation:
Depreciation
Disposals
Translation adjustment
As at March 31, 2020
Net carrying value as at March 31, 2020
* Includes computer equipment.
6. Goodwill and intangible assets
The movement in goodwill balance is given below:
Category of RoU asset
Land
Buildings
Plant and ma-
chinery *
Vehicles
Total
`
`
`
2,003
-
-
-
-
2,003
27
-
-
27
`
`
`
11,502
3,520
364
(41)
279
15,624
3,884
(18)
62
3,928
`
`
`
2,941
1,210
-
(47)
132
4,236
1,731
(47)
37
1,721
`
`
`
649
219
-
(59)
17
826
269
(10)
6
265
`
`
`
`
17,095
4,949
364
(147)
428
22,689
5,911
(75)
105
5,941
16,748
Year ended March 31,
Balance at the beginning of the year
Translation adjustment
Acquisition through business combination (Refer to Note 7)
Disposal (Refer to Note 26)
Assets reclassified as held for sale (Refer to Note 26)
Balance at the end of the year
2019
`
117,584
4,529
-
(4,893)
(240)
116,980
`
`
2020
`
116,980
9,199
4,833
-
-
131,012
The Company is organized by three operating segments: IT Services, IT Products and India State Run Enterprise Services. Goodwill as at
March 31, 2019 and 2020 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.
305
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Goodwill has been allocated to the CGUs as at March 31, 2020 as
follows:
CGUs
Banking Financial Services and Insurance (BFSI)
Healthcare and Life Sciences (Health BU)
Consumer (CBU)
Energy, Natural Resources and Utilities (ENU)
Manufacturing (MFG)
Technology (TECH)
Communication (COMM)
`
As at
March 31, 2020
19,225
55,642
14,501
15,782
11,998
12,821
1,043
131,012
`
Following table presents the allocation of goodwill to the CGUs for
the year ended March 31, 2019:
CGUs
Banking Financial Services and Insurance (BFSI)
Healthcare and Life Sciences (Health BU)
Consumer (CBU)
Energy, Natural Resources and Utilities (ENU)
Manufacturing (MFG)
Technology (TECH)
Communication (COMM)
As at
March 31, 2019
17,713
`
50,670
13,587
15,203
8,991
9,846
970
116,980
`
Gross carrying value:
As at April 1, 2018
Translation adjustment
Disposal (Refer to Note 26)
As at March 31, 2019
Accumulated amortization/ impairment:
As at April 1, 2018
Translation adjustment
Amortization and impairment *
Disposal (Refer to Note 26)
As at March 31, 2019
Net carrying value as at March 31, 2019
Gross carrying value:
As at April 1, 2019
Translation adjustment
Acquisition through business combinations (Refer to Note 7)
As at March 31, 2020
Accumulated amortization/ impairment:
As at April 1, 2019
Translation adjustment
Amortization and impairment *
As at March 31, 2020
Net carrying value as at March 31, 2020
For 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, 2019 and 2020, as the recoverable value of the CGUs exceeded the
carrying value. Further, none of the CGU’s tested for impairment as
at March 31, 2019 and 2020 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:
Intangible assets
Customer related
Marketing related
Total
`
`
`
`
`
`
`
`
`
`
26,586
555
(217)
26,924
12,263
35
3,148
(101)
15,345
11,579
26,924
1,031
4,535
32,490
15,345
220
2,333
17,898
14,592
`
`
`
`
`
`
`
`
`
`
6,551
217
(823)
5,945
2,761
64
1,136
(199)
3,762
2,183
5,945
382
371
6,698
3,762
226
940
4,928
1,770
`
`
`
`
`
`
`
`
`
`
33,137
772
(1,040)
32,869
15,024
99
4,284
(300)
19,107
13,762
32,869
1,413
4,906
39,188
19,107
446
3,273
22,826
16,362
* includes impairment charge on certain intangible assets recognized on acquisitions, amounting to ` 643, ` 838 and ` Nil for the year ended
March 31, 2018, 2019 and 2020, respectively.
306
Annual Report 2019-20 Amortization and impairment expense on intangible assets are
included in selling and marketing expenses in the consolidated
statement of income.
As at March 31, 2020, the estimated remaining amortization period
for intangible assets acquired on acquisition are as follows:
International TechneGroup Incorporated, a global digital engineering
and manufacturing solutions company, and (c) the acquisition of
Rational Interaction, Inc, a digital customer experience management
company. The following table presents the provisional purchase price
allocation:
Acquisition
ATCO I-Tek
Cellent AG
Appirio Inc.
Vara Infotech Private Limited
International TechneGroup Incorporated
Rational Interaction, Inc.
Other entities
7. Business combination
Estimated
remaining
amortization period
4.50 years
0.75 – 2.75 years
1.75 years
6.50 - 9.50 years
4.50 years
2.75 - 6.75 years
0.25 – 12.25 years
Summary of material acquisitions during the year ended March 31,
2018 is given below:
During the year ended March 31, 2018, the Company has completed
four business combinations (which individually and in aggregate are
not material) for a total consideration of ` 6,924. These transactions
include (a) the acquisition of IT service provider which is focused
on Brazilian markets, (b) the acquisition of a design and business
strategy consultancy firm based in United States, and (c) the
acquisition of intangible assets, assembled workforce and a multi-
year service agreement which qualify as business combination.
The following table presents the allocation of purchase price:
Description
Purchase price
allocated
Net assets
Customer related intangibles
Marketing related intangibles
Deferred tax liabilities on intangible assets
Total
Goodwill
Total purchase price
`
`
`
907
4,535
371
(213)
5,600
4,833
10,433
Net assets acquired include ` 317 of cash and cash equivalents and
trade receivables valued at ` 831.
The goodwill of ` 4,833 comprises value of acquired workforce
and expected synergies arising from the business combinations.
The goodwill was allocated to IT Services segment and is partially
deductible for income tax purposes in India and United States.
The pro-forma effects of these business combinations on the
Company’s results were not material.
8. Investments
Investments consist of the following:
As at March 31,
2020
2019
Description
Net assets
Customer related intangibles
Other intangible assets
Total
Goodwill
Total purchase price
Purchase price
allocated
Non-current
Financial instruments at FVTOCI
`
`
`
5
5,565
169
5,739
1,185
6,924
Equity instruments
`
6,916 `
9,297
Financial instruments at amortized cost
Inter corporate and term deposits *
-
5
`
6,916 `
9,302
Current
Financial instruments at FVTPL
Investments in liquid and short-term
mutual funds
Financial instruments at FVTOCI
Commercial paper, Certificate of
deposits and bonds
Financial instruments at amortized cost
` 13,960 ` 14,795
185,048
155,587
Inter corporate and term deposits *
21,708
19,253
The goodwill of ` 1,185 comprises value of acquired workforce and
expected synergies arising from the acquisition. The goodwill was
allocated to IT Services segment and is partially deductible for United
States federal income tax purpose.
Net assets acquired include ` 58 of cash and cash equivalents and
trade receivables valued at ` 215.
Summary of material acquisitions during the year ended March 31,
2020 is given below:
Total
` 220,716 ` 189,635
` 227,632 ` 198,937
During the year ended March 31, 2020, the Company has completed
three business combinations (which both
in
aggregate are not material) for a total consideration of ` 10,433. These
include (a) taking over customer contracts, leased facilities, assets
and employees of Vara Infotech Private Limited, (b) the acquisition of
individually and
* These deposits earn a fixed rate of interest. Term deposits include
non- current and current deposits in lien with banks primarily on
account of term deposits held as margin money deposits against
guarantees amounting to ` 5, and ` 796, respectively (March 31,
2019: Term deposits current of ` 463).
307
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Investments accounted for using the equity method
11. Cash and cash equivalents
The Company has no material associates as at March 31, 2019 and
2020. 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:
Cash and cash equivalents as at March 31, 2018, 2019 and 2020,
consist of cash and balance in deposits with banks. Cash and cash
equivalents consist of the following:
As at March 31,
As at March 31,
2020
2019
` 1,383
` 1,235
Cash and bank balances
Demand deposits with banks *
2019
2018
2020
` 23,300 ` 41,966 ` 34,087
110,412
116,563
21,625
` 44,925 ` 158,529 ` 144,499
Carrying amount of
interest
using the equity method
the Company’s
in associates accounted for
For the year ended March 31,
2018
2019
2020
`
11
`
(43)
`
29
Company’s share of net
profit /(loss) of associates
using
accounted
the equity method
in
consolidated statement of
income
for
9. Trade receivables
Trade receivables
` 119,686
` 124,460
As at March 31,
2019
2020
Allowance for lifetime expected credit
loss
Non-current
Current
(14,824)
(13,937)
` 104,862
` 110,523
4,373
100,489
6,049
104,474
The activity in the allowance for lifetime expected credit loss is
given below:
As at March 31,
2019
14,570
`
2020
14,824
`
* These deposits can be withdrawn by the Company at any time
without prior notice and without any penalty on the principal.
Cash and cash equivalents consist of the following for the purpose
of the cash flow statement:
As at March 31,
2018
2019
2020
` 44,925 ` 158,529 ` 144,499
(3,999)
(395)
` 40,926 ` 158,525 ` 144,104
(4)
Cash and cash equivalents (as
above)
Bank overdrafts
12. Other financial assets
Non-current
Security deposits
Interest receivables
Finance lease receivables
Other deposits
Current
Security deposits
Dues from officers and employees
Finance lease receivables
Interest receivables
Other deposits
Others
As at March 31,
2019
2020
`
`
1,436
1,139
1,794
777
5,146
`
1,050
738
1,618
1,789
33
9,383
` 14,611
` 19,757
`
`
1,581
1,139
2,359
802
5,881
`
1,127
1,040
2,811
2,581
5
1,050
`
8,614
` 14,495
Balance at the beginning of the year
Additions during the year, net (Refer
to Note 25)
Charged against allowance
Translation adjustment
Balance at the end of the year
10. Inventories
Inventories consist of the following:
Stores and spare parts
Finished and traded goods
980
1,043
Finance lease receivables
(772)
46
` 14,824
(2,139)
209
` 13,937
Finance lease receivables consist of assets that are leased to
customers for a contract term normally ranging 1 to 7 years, with
lease payments due in monthly or quarterly installments. Details of
finance lease receivables are given below:
Minimum lease
payments
Present value of
minimum lease
payments
As at March 31,
As at March 31,
`
2019
677
3,274
`
2020
613
1,252
Not later than one year
Later than one year but
not later than five years
` 3,951
` 1,865
Later than five years
308
2019
2020
` 1,742 ` 2,986 ` 1,618 ` 2,811
2020
2019
1,813
2,473
1,752
2,359
44
-
42
-
Annual Report 2019-20 Minimum lease
payments
Present value of
minimum lease
payments
As at March 31,
2019
2020
2019
2020
14. Loans, borrowings and bank overdrafts
Short-term loans, borrowings and bank overdrafts
The Company had loans, borrowings and bank overdrafts amounting
to ` 68,085 and ` 54,020, as at March 31, 2019 and 2020, respectively.
3,599
5,459
3,412
5,170
The principal source of borrowings from banks as at March 31, 2020
(187)
(289)
-
-
primarily consists of lines of credit of approximately ` 17,960, U.S.
Dollar (U.S.$) 955 million, Canadian Dollar (CAD) 71 million, Saudi Riyal
` 3,412 ` 5,170 ` 3,412 ` 5,170
(SAR) 128 million, Euro (EUR) 19 million, Great British Pound (GBP) 7
million, Chinese Yuan (CNY) 20 million, Qatari Riyal (QAR) 10 million,
1,794
2,359
Brazilian Real (BRL) 10 million, Mexican Peso (MXN) 33 million, and
Gross investment in
lease
Less: Unearned finance
income
Present value of
minimum lease
payment receivables
Non-current finance
lease receivables
Current finance lease
receivables
13. Other assets
Non-current
Prepaid expenses
Costs to obtain contract*
Costs to fulfil contract
Others
Current
Prepaid expenses
Dues from officers and employees
Advance to suppliers
Balance with GST and other authorities
Costs to obtain contract*
Others
1,618
2,811
As at March 31,
2019
2020
` 6,323
4,212
-
5,337
` 15,872
` 12,148
871
3,247
5,543
1,170
107
` 23,086
` 38,958
` 4,535
4,030
305
3,065
` 11,935
` 9,876
310
3,121
7,805
1,258
135
` 22,505
` 34,440
Indonesian Rupiah (IDR) 13,000 million from bankers for working
capital requirements and other short-term needs. As at March 31,
2020, the Company has unutilized lines of credit aggregating ` 4,260,
U.S. Dollar (U.S.$) 471 million, Canadian Dollar (CAD) 3 million, Saudi
Riyal (SAR) 128 million, Euro (EUR) 19 million, Great British Pound
(GBP) 7 million, Chinese Yuan (CNY) 20 million, Qatari Riyal (QAR)
10 million, Brazilian Real (BRL) 1 million, Mexican Peso (MXN) 33
million, and Indonesian Rupiah (IDR) 13,000 million. To utilize these
unused lines of credit, the Company requires consent of the lender
and compliance with certain financial covenants. Significant portion
of these lines of credit are revolving credit facilities and floating rate
foreign currency loans, renewable on a periodic basis.
The Company has non-fund based revolving credit facilities in various
currencies equivalent to ` 40,470 and ` 41,597, as at March 31, 2019
and 2020, respectively, towards operational requirements that can
be used for the issuance of letters of credit and bank guarantees.
As at March 31, 2019, and 2020, an amount of ` 22,014, and `
22,790, respectively, was unutilized out of these non-fund-based
facilities.
As at March 31, 2019
As at March 31, 2020
Foreign
currency in
millions
Indian Rupee
Foreign
currency in
millions
Indian Rupee
Interest rate
Final maturity
382
52
-
1
^
^
^
311
^
-
1
^
^
-
23,478 2.20% - 3.81%
25 1.48% - 3.26%
440 8.29% - 9.35%
4.65%
2.93%
2.87%
44
22
13
-
24,022
`
July-21
July-21
March-24
January-22
February-22
March-23
4,840
19,182
26,395
2,701
162
70
31
19
2
29,380
2,002
31,382
28,368
3,014
309
`
`
* Amortization during the year ended March 31, 2019 and 2020
amounting to ` 934 and ` 1,237 respectively.
Long-term loans and borrowings
Currency
Unsecured loans
U.S. Dollar (U.S.$)
Canadian Dollar (CAD)
Indian Rupee (INR)
Australian Dollar (AUD)
Great British Pound (GBP)
Euro (EUR)
Brazilian Real (BRL)
Obligations under finance leases
Non-current portion of long term loans and borrowings
Current portion of long term loans and borrowings
^ Value is less than 1
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Cash and non-cash changes in liabilities arising from financing activities
Non-cash changes
Borrowings from banks
Bank overdrafts
External commercial borrowings
Obligations under finance leases
Loans from other than banks
Borrowings from banks
Bank overdrafts
Obligations under finance leases
Loans from other than banks
Lease Liabilities
April 1, 2018
Cash flow
` 119,689
3,999
9,777
3,973
821
` 138,259
` (26,228)
(3,995)
(10,064)
(2,234)
(352)
` (42,873)
Assets taken
on finance
lease
`
`
Foreign
exchange
movements
3,518
-
287
249
13
4,067
`
-
-
-
14
-
14
`
April 1, 2019
Cash flow
`
`
96,979
4
2,002
482
-
99,467
` (26,138)
391
-
100
(6,784)
` (32,431)
IFRS 16
adoption
Non-cash changes
Additions
to lease
liabilities
`
`
-
-
(2,002)
-
17,381
15,379
`
`
-
-
-
-
7,942
7,942
`
Foreign
exchange
movements
6,217
-
-
7
659
6,883
`
March 31,
2019
`
`
96,979
4
-
2,002
482
99,467
March 31,
2020
`
`
77,058
395
-
589
19,198
97,240
15. Trade payables and accrued expenses
Trade payables and accrued expenses consist of the followings:
Significant portion of loans, borrowings and bank overdrafts bear
floating rates of interest, referenced to LIBOR or other similar country
specific official benchmark interest rates and a spread, determined
based on market conditions.
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, 2019
and 2020, the Company has met all the covenants under these
arrangements.
Obligations under finance leases amounting to ` 2,002 as at March
31, 2019 were secured by underlying property, plant and equipment.
Interest expense on loans, borrowings and bank overdrafts was `
3,045, ` 4,058, and ` 3,166 for the year ended March 31, 2018, 2019
and 2020, respectively.
Details of finance lease payables are given below:
Trade payables
Accrued expenses
16. Other financial liabilities
Non-current
Cash Settled ADS RSUs
(Refer to Note 30)
Deposits and others
Not later than one year
Later than one year but not later
than five years
Total minimum lease payments
Less: Amounts representing
interest
Obligation under finance lease
Non-current finance lease
payables
Current finance lease payables
As at March 31, 2019
Current
Minimum
lease
payments
Present value
of minimum
lease
payment
`
1,555
`
1,506
Cash Settled ADS RSUs
(Refer to Note 30)
Deposits and others
506
2,061
496
2,002
17. Other liabilities
Non-current
Employee benefits obligations
Others
(59)
2,002
`
-
2,002
`
496
1,506
310
As at March 31,
2019
` 28,527
59,777
2020
` 27,053
51,076
` 88,304
` 78,129
As at March 31,
2019
2020
`
`
`
`
`
-
-
-
-
644
644
644
`
146
5
`
151
`
350
549
899
1,050
`
`
As at March 31,
2019
2020
`
2,083
3,175
`
3,767
3,770
`
5,258
`
7,537
Annual Report 2019-20 As at March 31,
2019
2020
18. Provisions
Current
Statutory and other liabilities
`
5,430
`
4,919
Employee benefits obligations
10,065
12,356
Advance from customers
Others
1,361
1,190
1,464
515
` 18,046
` 19,254
` 23,304
` 26,791
Non-current
Provision for warranty
Current
Provision for warranty
Others
A summary of activity in provision for warranty and other provisions is as follows:
As at March 31,
2019
2020
`
`
`
`
`
2
2
275
363
638
640
`
`
`
`
`
2
2
317
295
612
614
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, 2019
Year ended March 31, 2020
Provision for
warranty
Others
Total
Provision for
warranty
Others
Total
`
`
293
295
(311)
277
`
`
506
13
(156)
363
`
`
799
308
(467)
640
`
`
277
360
(318)
319
`
`
363
98
(166)
295
`
`
640
458
(484)
614
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.
19. Financial instruments
Financial assets and liabilities (carrying value / fair value)
As at March 31,
2019
2020
Assets:
Cash and cash equivalents
` 158,529
` 144,499
Investments
Financial instruments at FVTPL
Financial instruments at FVTOCI
Financial instruments at Amortized
cost
13,960
191,964
14,795
164,884
21,708
19,258
Other financial assets
Trade receivables
Unbilled receivables
Other assets
Derivative assets
Liabilities:
Trade payables and other payables
Trade payables and accrued expenses
Lease liabilities
Other liabilities
Loans, borrowings and bank over-
drafts
Derivative liabilities
104,862
22,880
19,757
5,104
110,523
25,209
14,495
3,025
` 538,764
` 496,688
`
88,304
-
644
`
78,129
19,198
1,050
99,467
78,042
1,310
7,369
` 189,725
` 183,788
Offsetting financial assets and liabilities
The following table contains information on other financial assets
and trade payable and other liabilities subject to offsetting:
Gross amounts
of recognized
other financial
assets
As at March 31, 2019
As at March 31, 2020
` 154,129
` 157,304
Gross amounts
of recognized
trade payables
and other
payables
As at March 31, 2019
As at March 31, 2020
`
`
95,578
86,256
Financial assets
Gross amounts
of recognized
financial
liabilities set off
in the balance
sheet
`
`
(6,630)
(7,077)
Net amounts of
recognized other
financial assets
presented in the
balance sheet
` 147,499
` 150,227
Financial liabilities
Gross amounts
of recognized
financial
liabilities set off
in the balance
sheet
`
`
(6,630)
(7,077)
Net amounts of
recognized trade
payables and
other payables
presented in the
balance sheet
88,948
79,179
`
`
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 receivables, finance lease receivables,
employee and other advances, eligible current and non-current
assets, loans, borrowings and bank overdrafts, trade payable and
311
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited accrued expenses, and eligible current liabilities and non-current
liabilities.
The fair value of cash and cash equivalents, trade receivables,
unbilled receivables, loans, borrowings and bank overdrafts, trade
payables and accrued expenses, 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 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, 2020 and 2019, the carrying value
of such receivables, net of allowances approximates the fair value.
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.
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
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:
Particular
Assets
Derivative instruments:
Cash flow hedges
Others
Investments:
Investment in liquid and short-term mutual
funds
Investment in equity instruments
Commercial paper, Certificate of deposits
and bonds
Liabilities
Derivative instruments:
Cash flow hedges
Others
As at March 31, 2019
Fair value measurements at reporting date
Level 3
Level 2
Level 1
Total
As at March 31, 2020
Fair value measurements at reporting date
Level 3
Level 2
Level 1
Total
` 3,149 `
1,955
-
-
` 3,149 `
1,955
-
-
` 1,382 `
1,643
-
-
` 1,382 `
1,643
-
-
13,960
6,916
13,960
-
-
248
-
6,668
14,795
9,297
14,795
-
-
119
-
9,178
185,048
6,865
178,183
`
(130)
(1,180)
`
-
-
`
(130)
(1,180)
`
-
-
-
155,587
12,983
142,604
` (4,057)
(3,312)
`
-
-
` (4,057)
(3,312)
`
-
-
-
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 derivative financial instruments with various counterparties,
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, 2020, the changes in counterparty credit risk had
no material effect on the hedge effectiveness assessment for
derivatives designated in hedge relationships and other financial
instruments recognized at fair value.
Investment in commercial papers, certificate of deposits and
bonds: Fair value of these instruments is derived based on the
indicative quotes of price and yields prevailing in the market as at
reporting date.
The following methods and assumptions were used to estimate the
fair value of the level 3 financial instruments included in the above
table.
312
Annual Report 2019-20 Investment in equity instruments: Fair value of these instruments is determined using market and income approaches.
Details of assets and liabilities considered under Level 3 classification
Balance as at April 1, 2018
Additions
Transfers out of level 3
Disposal
Gain recognized in foreign currency translation reserve
Loss recognized in other comprehensive income
Balance as at March 31, 2019
Balance as at April 1, 2019
Additions
Transfers out of level 3
Disposal
Gain recognized in foreign currency translation reserve
Gain recognized in other comprehensive income
Balance as at March 31, 2020
Description of significant unobservable inputs to valuation:
As at March 31, 2019
Investment in equity instruments
`
`
`
`
5,685
2,869
(647)
(1,341)
203
(101)
6,668
6,668
2,124
-
(1,327)
855
858
9,178
Items
Valuation technique
Significant unobservable
input
Movement
by
Increase
(`)
Decrease
(`)
Unquoted equity
investments
As at March 31, 2020
Discounted cash flow
model
Long term growth rate
Discount rate
0.5%
0.5%
201
(243)
(187)
256
Items
Valuation technique
Significant unobservable
input
Movement
by
Increase
(`)
Decrease
(`)
Unquoted equity
investments
Discounted
cash flow model
Long term growth rate
Discount rate
0.5%
0.5%
298
(388)
(273)
404
As at March 31, 2019 and 2020, 0.5 percentage point increase/(decrease) 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:
Designated derivative instruments
Sell : Forward contracts
As at March 31,
2019
2020
Notional
Fair value
Notional
Fair value
(in million)
USD 333
`
1,410
€ -
£ -
AUD 97
-
-
15
`
USD
1,011
€ 121
£ 52
AUD 144
` (2,902)
`
`
`
231
240
741
313
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Range forward option contracts
Interest rate swaps
Non-designated derivative instruments
Sell : Forward contracts *
Range forward option contracts
Buy : Forward contracts
Notional
USD 1,067
£ 191
€ 153
56
AUD
USD 75
USD 1,182
€ 32
£ 1
AUD 82
SGD 11
ZAR 56
CAD 56
SAR 123
AED 9
PLN 38
CHF 10
QAR 3
TRY 28
NOK 29
OMR 1
SEK 35
MYR -
JPY -
USD 150
€ 31
£ 71
USD 730
JPY 154
MXN 9
DKK 75
As at March 31,
2019
2020
Fair value
1,149
68
349
39
(11)
Notional
USD 474
£ 98
€ 39
AUD -
USD -
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
USD 1,314
1,359
€ 59
55
£ 81
(1)
AUD 56
28
SGD 7
1
ZAR 17
14
CAD 51
40
SAR 60
(1)
AED -
^
PLN 34
15
CHF 7
^
QAR 19
(1)
TRY 30
12
NOK 19
4
OMR 2
(1)
SEK 13
5
MYR 20
-
JPY 325
-
USD -
161
€ -
12
£ -
57
USD 480
(971)
^
JPY -
^ MXN 11
DKK 9
(13)
3,794
* USD 1,182 and USD 1,314 includes USD/PHP sell forward of USD 117 and USD 176 as at March 31, 2019 and 2020, respectively.
^ 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:
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
`
`
`
6
1,069
2,087
3,162
3,019
(604)
2,415
As at March 31,
2019
(143)
`
*Includes net gain/(loss) reclassified to revenue (March 31, 2019: ` 2,585, March 31, 2020: ` (4,761)) and cost of revenues (March 31, 2019:
` (498), March 31, 2020: ` 1,379).
314
Fair value
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
(1,057)
(13)
85
-
-
(3,116)
34
112
115
8
1
153
(1)
-
13
4
(8)
31
16
1
4
1
^
-
-
-
972
-
(9)
^
(4,344)
2020
3,019
(201)
(2,312)
(3,382)
` (5,895)
(2,876)
561
` (2,315)
Annual Report 2019-20 The related hedge transactions for balance in cash flow hedging
reserves as at March 31, 2020 are expected to occur and be
reclassified to the consolidated statement of income over a period
of three years.
As at March 31, 2019 and 2020 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 receivables, 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, 2019 and 2020 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 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
investments, foreign currency
financial
receivables, payables and loans and borrowings.
instruments
including
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 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 also designates foreign
currency borrowings as hedge against respective net investments in
foreign operations.
As at March 31, 2020, a ` 1 increase in the spot exchange rate of the
Indian rupee with the U.S. dollar would result in approximately ` 1,972
(consolidated statement of income ` 658 and other comprehensive
income ` 1,314) decrease in the fair value, and a ` 1 decrease would
result in approximately ` 1,912 (consolidated statement of income
` 658 and other comprehensive income ` 1,254) increase in the fair
value of foreign currency dollar denominated derivative instruments
(forward and option contracts).
The below table presents foreign currency risk from non-derivative financial instruments as at March 31, 2019 and 2020:
Trade receivables
Unbilled receivables
Contract assets
As at March 31, 2019
US $
Euro
Pound
Sterling
Australian
Dollar
Canadian
Dollar
Other
currencies #
Total
` 39,896
8,038
4,706
`
8,030
1,609
1,445
`
5,212
3,146
2,270
`
3,542
1,225
836
`
1,528
204
150
`
3,880
743
598
` 62,088
14,965
10,005
315
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Cash and cash equivalents
Other assets
Loans, borrowings and bank
overdrafts
Trade payables, accrued expenses
and other liabilities
Net assets/ (liabilities)
Trade receivables
Unbilled receivables
Contract assets
Cash and cash equivalents
Other assets
Loans, borrowings and bank
overdrafts
Lease Liabilities
Trade payables, accrued expenses
and other liabilities
Net assets/ (liabilities)
As at March 31, 2019
US $
Euro
Pound
Sterling
Australian
Dollar
Canadian
Dollar
Other
currencies #
Total
21,997
8,553
(50,516)
2,884
1,173
(20)
1,573
4,056
(21)
1,003
1,038
(33)
1,928
1,033
-
2,204
4,544
31,589
20,397
(21)
(50,611)
(27,202)
(5,779)
(4,646)
(1,526)
(806)
(2,787)
(42,746)
`
5,472
`
9,342
` 11,590
`
6,085
`
4,037
`
9,161
` 45,687
As at March 31, 2020
US $
Euro
Pound
Sterling
Australian
Dollar
Canadian
Dollar
Other
currencies #
Total
` 42,329
11,127
5,517
13,481
49,835
(36,578)
(3,393)
`
8,860
1,030
1,559
3,978
4,314
-
(2,606)
`
7,735
2,221
2,850
1,697
3,283
-
(373)
`
3,044
784
654
586
413
-
(214)
`
1,388
291
146
1,292
1,447
-
(16)
`
4,522
1,126
790
1,733
1,805
` 67,878
16,579
11,516
22,767
61,097
-
(1,412)
(36,578)
(8,014)
(27,457)
` 54,861
(3,419)
` 13,716
(3,718)
` 13,695
(1,228)
4,039
`
(605)
3,943
`
(3,087)
5,477
`
(39,514)
` 95,731
# Other currencies reflect currencies such as Swiss Franc, UAE Dirham, Saudi Riyal, Singapore Dollar, etc.
As at March 31, 2019 and 2020, respectively, every 1% increase/
decrease in the respective foreign currencies compared to functional
currency of the Company would impact results by approximately
` 457 and ` 957, 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. From time to time, 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 as on March 31, 2020, additional net annual
interest expense on floating rate borrowing would amount to
approximately ` 773.
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,
forward looking macroeconomic information, 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 at March 31, 2019 and 2020, or
revenues for the year ended March 31, 2018, 2019 and 2020. 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 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 at March 31, 2020, 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.
316
Annual Report 2019-20 Loans, borrowings and bank overdrafts *
Trade payables and accrued expenses
Derivative liabilities
Other liabilities
Loans, borrowings and bank overdrafts *
Lease Liabilities *
Trade payables and accrued expenses
Derivative liabilities
Other liabilities
Carrying
value
Less than 1
year
`
99,467
88,304
1,310
644
`
73,559
88,304
1,310
644
Carrying
value
Less than 1
year
`
78,042
19,198
78,129
7,369
1,050
`
74,663
7,322
78,129
7,231
899
As at March 31, 2019
1-2 years
2-4 years
`
24,887
-
-
-
`
4,309
-
-
-
As at March 31, 2020
1-2 years
2-4 years
`
4,761
6,128
-
90
88
`
119
5,425
-
48
63
Beyond 4
years
`
-
-
-
-
Beyond
4years
`
-
2,192
-
-
-
Total
` 102,755
88,304
1,310
644
Total
`
79,543
21,067
78,129
7,369
1,050
* Includes future cash outflow towards estimated interest on borrowings and lease 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,
Cash and cash equivalents
Investments
Loans, borrowings and bank overdrafts
2019
2020
` 158,529 ` 144,499
189,635
(78,042)
220,716
(99,467)
` 279,778 ` 256,092
20. Foreign currency translation reserve
The movement in foreign currency translation reserve attributable to
equity holders of the Company is summarized below:
Balance at the beginning of the year
` 16,618 ` 15,250
As at March 31,
2019
2020
21. Income taxes
Income tax expense has been allocated as follows:
Year ended March 31,
2019
2020
2018
Income tax expense as per the
consolidated statement of income
Income tax included in other
comprehensive income on:
Unrealized losses on investment
securities
Gains/(losses) on cash flow
hedging derivatives
Defined benefit plan actuarial
gains/(losses)
` 22,390 ` 25,242 ` 24,799
(644)
(65)
(230)
(1,448)
633
(1,165)
255
47
(196)
` 20,553 ` 25,857 ` 23,208
Income tax expense consists of the following:
Translation difference related to foreign
operations, net
foreign
Reclassification of
currency
translation differences to profit and loss
on sale of hosted Data center services
business
foreign
Reclassification of
currency
translation differences to profit and loss on
sale of Workday business and Cornerstone
OnDemand business
Change in effective portion of hedges of
net investment in foreign operations
3,129
8,289
(4,131)
(79)
(287)
Current taxes
Domestic
Foreign
Deferred taxes
Domestic
Foreign
-
-
-
Total change during the year
(1,368)
8,289
Balance at the end of the year
` 15,250 ` 23,539
Year ended March 31,
2018
2019
2020
` 18,500 ` 17,987 ` 18,437
7,834
5,663
5,887
26,334
23,650
24,324
3
(180)
1,624
(3,947)
1,772
(1,149)
(3,944)
1,592
475
` 22,390 ` 25,242 ` 24,799
317
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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:
The components of deferred tax assets and liabilities are as follows:
Year ended March 31,
2018
2019
2020
` 102,474 ` 115,415 ` 122,512
34.61%
34.94%
34.94%
35,466
40,326
42,806
(12,878)
(18,469)
(12,930)
167
(796)
480
Carry forward losses *
Trade payables, accrued expenses and
other liabilities
Allowances for lifetime expected credit
loss
Minimum alternate tax
Cash flow hedges
Others
(111)
(1,002)
(3,122)
Amortizable goodwill
Property, plant and equipment
(1,563)
-
-
Intangible assets
Interest income and fair value movement
of investments
(380)
(2,267)
(116)
239
3,972
(3,898)
Cash flow hedges
Contract liabilities
As at March 31,
2019
2020
` 3,149
` 2,044
3,713
4,994
4,521
3,921
-
-
318
3,425
561
-
11,701
14,945
(1,840)
(686)
(1,899)
(2,166)
(2,295)
(1,541)
(1,455)
(626)
(604)
(289)
-
(11)
1,431
3,503
1,785
SEZ Re-investment Reserve
(1,132)
(6,614)
Profit before taxes
Enacted income tax rate in
India
Computed expected tax
expense
Effect of:
Income exempt from tax
Basis differences that will
reverse during a tax holiday
period
Income taxed at higher/
(lower) rates
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
Effective income tax rate
19
(206)
` 22,390 ` 25,242 ` 24,799
20.24%
21.87%
21.85%
(25)
* 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.
Movement in deferred tax assets and liabilities
Others
Net deferred tax assets
Amounts presented in consolidated
statement of financial position:
Deferred tax assets
Deferred tax liabilities
-
(121)
(9,514)
(11,765)
` 2,187
` 3,180
` 5,604
` 6,005
` (3,417)
` (2,825)
* Includes deferred tax asset recognized on carry forward losses
pertaining to business combinations.
Movement during the year ended
March 31, 2018
As at April
1, 2017
Carry forward losses
Trade payables, accrued expenses and
other liabilities
Allowances for lifetime expected
credit loss
Minimum alternate tax
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest income and fair value
movement of investments
Cash flow hedges
Contract liabilities
Others
Total
`
5,513
3,151
2,955
1,520
(4,153)
(4,057)
(4,511)
(2,245)
(1,419)
(183)
(87)
` (3,516)
Credit/
(charge) in the
consolidated
statement of
income
`
133
243
1,564
(1,446)
912
1,522
1,546
(112)
-
(35)
(383)
3,944
`
Credit/ (charge)
in other
comprehensive
income *
On account
of business
combination
`
48
`
(246)
2
-
(75)
(53)
(112)
645
1,448
(9)
(75)
1,573
`
`
-
-
-
-
-
-
(113)
-
-
-
-
(113)
Assets held for
sale
As at
March 31, 2018
`
-
`
5,694
(41)
(22)
-
1,150
778
-
-
-
(46)
142
1,961
`
3,107
4,499
74
(2,166)
(1,810)
(3,190)
(1,712)
29
(273)
(403)
3,849
`
318
Annual Report 2019-20 Movement during the year ended
March 31, 2019
As at April 1,
2018
Credit/
(charge) in the
consolidated
statement of
income
Credit/ (charge)
in other
comprehensive
income *
Others
(Note 36)
As at
March 31, 2019
Carry forward losses
Trade payables, accrued expenses and other
liabilities
Allowances for lifetime expected credit loss
Minimum alternate tax
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest income and fair value movement of
investments
Cash flow hedges
Contract liabilities
SEZ Re-investment Reserve
Others
Total
`
5,694
`
(2,879)
`
334
`
-
`
3,149
3,107
4,499
74
(2,166)
(1,810)
(3,190)
(1,712)
29
(273)
-
(403)
3,849
`
295
9
(74)
219
16
1,076
186
-
(1)
(1,132)
693
(1,592)
`
(22)
2
-
(94)
(105)
(181)
71
(633)
(15)
-
27
(616)
`
`
333
11
-
201
-
-
-
-
-
-
1
546
3,713
4,521
-
(1,840)
(1,899)
(2,295)
(1,455)
(604)
(289)
(1,132)
318
2,187
`
Movement during the year ended
March 31, 2020
As at April 1,
2019
Credit/
(charge) in the
consolidated
statement of
income
Credit/ (charge)
in other
comprehensive
income *
On account
of business
combination
As at March
31, 2020
Carry forward losses
Trade payables, accrued expenses and other
liabilities
Allowances for lifetime expected credit loss
Minimum alternate tax
Property, plant and equipment
Amortizable goodwill
Intangible assets
Interest income and fair value movement of
investments
Cash flow hedges
Contract liabilities
SEZ Re-investment Reserve
Others
Total
*Includes impact of foreign currency translation.
`
3,149
`
(1,287)
`
182
`
-
`
2,044
3,713
4,521
-
(1,840)
(1,899)
(2,295)
(1,455)
(604)
(289)
(1,132)
318
2,187
`
1,033
(591)
3,425
1,150
(92)
1,021
599
-
285
(5,482)
(536)
(475)
`
248
(9)
-
4
(175)
(90)
230
1,165
(7)
-
97
1,645
`
-
-
-
-
-
(177)
-
-
-
-
-
(177)
4,994
3,921
3,425
(686)
(2,166)
(1,541)
(626)
561
(11)
(6,614)
(121)
3,180
`
`
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.
319
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Deferred tax asset amounting to ` 6,769 and ` 8,124 as at March 31,
2019 and 2020, respectively in respect of unused tax losses have
not been recognized by the Company. The tax loss carry-forwards of
` 24,355 and ` 29,736 as at March 31, 2019 and 2020, 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, ` 8,191, and ` 14,429 as at March 31,
2019 and 2020, respectively, of these tax loss carry-forwards is not
currently subject to expiration dates. The remaining tax loss carry-
forwards of approximately ` 16,164 and ` 15,307 as at March 31,
2019 and 2020, respectively, expires in various years through fiscal
2038.
The Company has recognized deferred tax assets of ` 3,149
and ` 2,044 primarily in respect of carry forward losses of its
various subsidiaries as at March 31, 2019 and 2020, 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.
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 Nil and ` 3,425 has been recognized in the
statement of consolidated financial position as at March 31, 2019
and 2020, respectively.
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 2033-34. 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 ` 11,635, ` 15,390 and ` 11,963 for the years ended March
31, 2018, 2019 and 2020, respectively, compared to the effective tax
amounts that we estimate the Company 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, 2019 and
2020 was ` 1.84, ` 2.56, and ` 2.05, 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 ` 52,488 and `
56,391 as at March 31, 2019 and 2020, 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.
22. 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 ` 1, ` 1 and ` 1,
during the years ended March 31, 2018, 2019 and 2020, respectively,
including an interim dividend of ` 1, ` 1 and ` 1 for the year ended
March 31, 2018, 2019 and 2020, respectively.
During the year ended March 31, 2018, 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, 2019, the bonus issue in the
proportion of 1:3 i.e.1 (One) bonus equity share of ` 2 each for every 3
(three) fully paid-up equity shares held (including ADS holders) was
approved by the shareholders of the Company on February 22, 2019,
through Postal Ballot /e-voting. Subsequently, on March 8, 2019,
the Company allotted 1,508,469,180 equity shares to shareholders
who held equity shares as on the record date of March 7, 2019 and `
3,016 (representing par value of ` 2 per share) was transferred from
capital redemption reserve, securities premium reserve and retained
earnings to the 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 securities premium reserve and retained earnings, respectively.
Further, capital redemption reserve (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.
During the year ended March 31, 2020, the Company has concluded
the buyback of 323,076,923 equity shares as approved by the Board
of Directors on April 16, 2019. This has resulted in a total cash outflow
of ` 105,000. In line with the requirement of the Companies Act, 2013,
an amount of ` 105,000 has been utilized from retained earnings.
320
Annual Report 2019-20 Further, capital redemption reserve (included in other reserves) of
` 646 (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 ` 646.
23. 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’s focus is
to keep 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 at March 31, 2019 and 2020 was as follows:
As at March 31,
2019
2020
%
Change
A receivable is a right to consideration that is unconditional. A right
to consideration is unconditional if only the passage of time is
required before payment of that consideration is due. For example,
the Company recognizes a receivable for revenues related to time
and materials contracts or volume-based contracts. The Company
presents such receivables as part of unbilled receivables at their net
estimated realizable value. The same is tested for impairment as per
the guidance in IFRS 9 using expected credit loss method.
Contract liabilities: During the year ended March 31, 2019, the
Company recognized revenue of ` 14,570 arising from opening
unearned revenue as at April 1, 2018. During the year ended March
31, 2020, the Company recognized revenue of ` 21,193 arising from
contract liabilities as at March 31, 2019.
Contract assets: During the year ended March 31, 2019, ` 13,558 of
unbilled revenue pertaining to fixed-price development contracts
(balance as at April 1, 2018: ` 17,469), has been reclassified to
receivables on completion of milestones. During the year ended
March 31, 2020, ` 13,068 of contract assets pertaining to fixed-
price development contracts has been reclassified to receivables on
completion of milestones.
Contract assets and liabilities are reported in a net position on a
contract by contract basis at the end of each reporting period.
` 568,116 ` 557,458
-1.88%
B. Remaining Performance Obligations
Equity attributable to the
equity shareholders of the
Company
As percentage of total capital
85%
85%
Current loans, borrowings and
bank overdrafts
Long-term loans and
borrowings
71,099
73,202
28,368
4,840
Lease liabilities
-
19,198
Total loans, borrowings and
bank overdrafts and lease
liabilities
` 99,467 ` 97,240
-2.24%
As percentage of total capital
15%
15%
Total capital
` 667,583 ` 654,698
-1.93%
Loans and borrowings represent 15 % and 15% of total capital as at
March 31, 2019 and 2020, respectively. The Company is not subjected
to any externally imposed capital requirements.
24. Revenue
Year ended March 31,
2018
2019
2020
Rendering of services
` 524,543 ` 571,301 ` 598,550
Sales of products
20,328
14,544
11,682
` 544,871 ` 585,845 ` 610,232
A. Contract Assets and Liabilities
The Company classifies its right to consideration in exchange for
deliverables as either a receivable or a contract asset.
321
Revenue allocated to remaining performance obligations represents
contracted revenue that has not yet been recognized, which includes
contract liabilities and amounts that will be invoiced and recognized
as revenue in future periods. Applying the practical expedient, the
Company has not disclosed its right to consideration from customers
in an amount that corresponds directly with the value to the
customer of the Company’s performance completed to date, which
are contracts invoiced on time and material basis and volume based.
As at March 31, 2019, the aggregate amount of transaction price
allocated to remaining performance obligations, other than those
meeting the exclusion criteria above, was ` 373,879 of which
approximately 59% is expected to be recognized as revenues
within two years, and the remainder thereafter. This includes
contracts with a substantive enforceable termination penalty if
the contract is terminated without cause by the customer, based
on an overall assessment of the contract carried out at the time of
inception. Historically, customers have not terminated contracts
without cause.
As at March 31, 2020, the aggregate amount of transaction price
allocated to remaining performance obligations, other than those
meeting the exclusion criteria above, was ` 360,033 of which
approximately 62% is expected to be recognized as revenues within
two years, and the remainder thereafter. This includes contracts
with a substantive enforceable termination penalty if the contract
is terminated without cause by the customer, based on an overall
assessment of the contract carried out at the time of inception.
Historically, customers have not terminated contracts without
cause.
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited C. Disaggregation of Revenues
The tables below present disaggregated revenues from contracts with customers by business segment, customer location and contract-type.
The Company believes that the below disaggregation best depicts the nature, amount, timing and uncertainty of revenue and cash flows from
economic factors.
Information on disaggregation of revenues for the year ended March 31, 2019 is as follows:
BFSI
Health BU
CBU
ENU
TECH
MFG
COMM Total
IT Services
IT Prod-
ucts
ISRE
Total
A. Revenue
Rendering of services
` 173,516 ` 73,942 ` 88,797 ` 72,329 ` 76,108 ` 46,155 ` 32,489 ` 563,336 `
- `
7,965 ` 571,301
Sales of products
-
-
-
-
-
-
-
-
14,544
-
14,544
` 173,516 ` 73,942 ` 88,797 ` 72,329 ` 76,108 ` 46,155 ` 32,489 ` 563,336 ` 14,544 `
7,965 ` 585,845
B. Revenue by geography
India
Americas
Europe
Rest of the World
C. Revenue by nature of contract
`
3,868 `
2,295 `
1,006 `
1,690 `
1,392 `
1,534 `
3,095 ` 14,880 `
8,154 `
7,965 ` 30,999
98,428
46,856
24,364
57,204
7,591
6,852
59,262
17,636
10,893
22,739
29,795
18,105
54,679
16,441
3,596
21,541
18,211
7,694
321,547
7,420
143,950
4,869
14,280
82,959
2,112
2,240
2,038
-
-
-
323,659
146,190
84,997
` 173,516 ` 73,942 ` 88,797 ` 72,329 ` 76,108 ` 46,155 ` 32,489 ` 563,336 ` 14,544 `
7,965 ` 585,845
Fixed price and volume based
` 89,378 ` 53,462 ` 50,425 ` 51,799 ` 47,055 ` 31,843 ` 19,847 ` 343,809 `
- `
6,176 ` 349,985
Time and materials
84,138
20,480
38,372
20,530
29,053
14,312
12,642
219,527
-
1,789
221,316
Products
-
-
-
-
-
-
-
-
14,544
-
14,544
` 173,516 ` 73,942 ` 88,797 ` 72,329 ` 76,108 ` 46,155 ` 32,489 ` 563,336 ` 14,544 `
7,965 ` 585,845
Information on disaggregation of revenues for the year ended March 31, 2020 is as follows:
BFSI
Health BU
CBU
ENU
TECH
MFG
COMM
Total
IT Services
IT
Products
ISRE
Total
A. Revenue
Rendering of services
` 183,368
` 77,794
` 96,509
` 75,958
` 75,446
` 47,859
` 33,655
` 590,589
`
-
` 7,961
` 598,550
Sales of products
-
-
-
-
-
-
-
-
11,682
-
11,682
` 183,368
` 77,794
` 96,509
` 75,958
` 75,446
` 47,859
` 33,655
` 590,589
` 11,682
` 7,961
` 610,232
B. Revenue by geography
India
Americas
Europe
Rest of the World
C. Revenue by nature of contract
` 5,241
` 2,522
` 1,025
` 1,832
`
942
` 1,908
` 2,109
` 15,579
` 6,675
` 7,961
` 30,215
107,467
60,245
45,067
25,593
7,540
7,487
67,988
17,275
10,221
24,315
31,090
18,721
57,092
14,107
3,305
23,327
18,547
9,075
349,509
8,056
141,682
4,077
14,415
83,819
918
2,390
1,699
-
-
-
350,427
144,072
85,518
` 183,368
` 77,794
` 96,509
` 75,958
` 75,446
` 47,859
` 33,655
` 590,589
` 11,682
` 7,961
` 610,232
Fixed price and volume based
` 101,875
` 49,951
` 53,575
` 52,084
` 49,733
` 33,793
` 21,908
` 362,919
`
Time and materials
81,493
27,843
42,934
23,874
25,713
14,066
11,747
227,670
-
-
` 6,415
` 369,334
1,546
229,216
Products
-
-
-
-
-
-
-
-
11,682
-
11,682
` 183,368
` 77,794
` 96,509
` 75,958
` 75,446
` 47,859
` 33,655
` 590,589
` 11,682
` 7,961
` 610,232
322
Annual Report 2019-20 25. Expenses by nature
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 pro-
vision for deferred contract cost**
Miscellaneous expenses***
Total cost of revenues, selling and
marketing expenses and general and
administrative expenses
Year ended March 31,
2018
2019
2020
` 272,223 ` 299,774 ` 326,571
90,521
11,491
18,169
19,733
94,725
13,567
17,768
22,213
84,437
18,985
17,399
21,044
21,124
19,474
20,862
5,353
4,690
2,400
3,140
6,565
4,561
4,361
1,621
2,714
980
4,705
11,736
4,812
4,733
3,004
2,532
1,043
5,344
` 462,065 ` 493,494 ` 508,815
* Depreciation, amortization, and impairment includes impairment
on certain software platform and intangible assets recognized on
acquisitions, amounting to ` 643, ` 2,318 and Nil, for the year ended
March 31, 2018, 2019 and 2020, respectively.
** Consequent to insolvency of two of our customers, the Company
has recognized provision of ` 4,612 for impairment of receivables and
deferred contract cost for the year ended March 31, 2018. ` 416 and
` 4,196 of these provisions have been included in cost of revenue and
general and administrative expenses, respectively.
*** Miscellaneous expenses for the year ended March 31, 2019,
includes an amount of ` 5,141 ($ 75 million) paid to National Grid on
settlement of a legal claim against the Company.
26. Other operating income
Year ended March 31, 2019
Sale of hosted data center services business: During the year ended
March 31, 2019, the Company has concluded the divestment of its
hosted data center services business.
The calculation of the gain on sale is shown below:
Particulars
Cash consideration (net of disposal costs of ` 660)
Less: Carrying amount of net assets disposed
(including goodwill of ` 13,009)
Add: Reclassification of exchange difference on
foreign currency translation
Gain on sale
Total
`
25,432
(26,455)
4,131
`
3,108
In accordance with the sale agreement, total cash consideration is
` 28,124 and the Company paid ` 3,766 to subscribe for units issued
323
by the buyer. Units amounting to ` 2,032 are callable by the buyer
if certain business targets committed by the Company are not met
over a period of three years. The fair value of these callable units is
estimated to be insignificant as at reporting date. Consequently, the
sale consideration comprises cash consideration of ` 24,358 and
units issued by the buyer amounting to ` 1,734.
Loss of control in subsidiary: During the year ended March 31, 2019,
the Company has reduced its equity holding from 74% to 11% in
Wipro Airport IT Services Limited. The loss/ gain on this transaction
is insignificant.
The assets and liabilities associated with these transactions were
classified as assets held for sale and liabilities directly associated
with assets held for sale amounting to ` 27,201 and ` 6,212
respectively as at March 31, 2018.
Sale of Workday business and Cornerstone OnDemand business:
During the year ended March 31, 2019, the Company has concluded
the Sale of Workday business and Cornerstone OnDemand business
except in Portugal, France and Sweden.
The calculation of the gain is as shown below:
Particulars
Cash consideration
Less: Carrying amount of net assets disposed
(includes goodwill of ` 4,893 and intangible assets
of ` 740)
Total
`
6,645
(5,475)
Add: Reclassification of exchange difference on
foreign currency translation
79
Gain on sale
`
1,249
Assets pertaining to Portugal, France, and Sweden expected to
conclude in the quarter ending June 30, 2019, subject to obtaining
regulatory approvals are classified as assets held for sale amounting
to ` 240 as at March 31, 2019.
These disposal groups do not constitute a major component of the
Company and hence were not classified as discontinued operations.
Year ended March 31, 2020
During the year ended March 31, 2020, the Company concluded
the sale of assets pertaining to Workday business and Cornerstone
OnDemand business in Portugal, France, and Sweden. A gain of
` 152 arising from such transaction has been recognized under other
operating income.
During the year ended March 31, 2020, the Company has partially
met the first year and second year business targets pertaining to
sale of data center business concluded during the year ended March
31, 2019. Change in fair value of the callable units pertaining to
achievement of the business targets amounting to ` 992 for the year
ended March 31, 2020, has been recognized under other operating
income.
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 27. Finance expenses
Interest expense
Exchange fluctuation on foreign
currency borrowings, net
Year ended March 31,
2018
2019
2020
` 3,451 ` 5,616 ` 5,136
2,379
1,759
2,192
` 5,830 ` 7,375 ` 7,328
28. 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 FVTOCI
Finance and other income
Foreign exchange gains/
(losses), net, on financial
instruments measured at
FVTPL
Other Foreign exchange
gains/(losses), net
Foreign exchange gains/
(losses), net
Year ended March 31,
2018
2019
2020
` 17,806
609
` 20,261
361
` 21,764
367
5,410
1,990
1,275
174
` 23,999
311
` 22,923
675
` 24,081
(107)
1,251
2,144
1,595
1,964
1,025
`
1,488
`
3,215
`
3,169
` 25,487
` 26,138
` 27,250
29. Earnings per equity share
A reconciliation of profit for the year and equity shares used in the
computation of basic and diluted earnings per equity share is set out
below:
Basic: Basic earnings per share is calculated by dividing the profit
attributable to equity shareholders of the Company by the weighted
average number of equity shares outstanding during the period,
excluding equity shares purchased by the Company and held as
treasury shares.
Profit attributable to equity holders
of the Company
Weighted average number of equity
shares outstanding
Basic earnings per share
Year ended March 31,
2018
2019
2020
`
80,081
`
90,031
`
97,218
6,333,391,200 6,007,376,837 5,833,384,018
`
12.64
`
14.99
`
16.67
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
Weight average number
of equity shares
outstanding
Effect of dilutive
equivalent share options
Weight average number
of equity shares for
diluted earnings per
share
Diluted earnings per
share
Year ended March 31,
2019
2020
2018
`
80,081
`
90,031
`
97,218
6,333,391,200 6,007,376,837 5,833,384,018
11,091,433
14,927,530
14,439,221
6,344,482,633 6,022,304,367 5,847,823,239
`
12.62
`
14.95
`
16.62
Earnings per share and number of share outstanding for the year
ended March 31, 2018, have been proportionately adjusted for the
bonus issue in the ratio of 1:3 i.e.1 (One) bonus equity share of ` 2
each for every 3 (three) fully paid-up equity shares held (including
ADS holders). Refer to Note 22.
30. Employee stock incentive plans
The stock compensation expense recognized for employee services
received during the year ended March 31, 2018, 2019 and 2020, were
` 1,347, ` 1,938, and ` 1,262, 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, 27,353,853 and
22,746,081 treasury shares as at March 31, 2018, 2019 and 2020,
respectively.
324
Annual Report 2019-20 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 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 **
Wipro Employee Stock Option plan 2000 (2000 plan) ***
59,797,979
59,797,979
49,831,651
39,546,197
747,474,747
US $ 0.03
2
2
2
171 - 490
`
`
`
`
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 two to four 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 and RSU Option Plans is perpetual until the options are available for grant
under the plan.
**
The maximum contractual term for these Stock Option Plans is up to May 29, 2023 until the options are available for grant under the plan.
*** The maximum contractual term for these Stock Option Plans is up to July 26, 2020 until the options are available for grant under the plan.
The activity in these stock option plans and restricted stock unit option plan is summarized below:
2018
Year ended March 31,
2019
2020
Particulars
Range of
exercise price
Numbers
Outstanding at the
beginning of
the year
Bonus on
outstanding (Refer to Note 22)
Granted *
Exercised
Modification to Cash Settled RSU’s **
Forfeited and
Expired
Outstanding at the
end of the year
Exercisable at the
end of the year
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
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
480.20
2
US $ 0.03
20,181
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
`
`
`
`
`
`
`
`
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
`
`
`
`
`
`
Numbers
-
13,543,997
10,199,054
-
4,773,755
3,957,434
-
4,607,000
4,849,000
-
(2,739,097)
(1,541,803)
-
-
-
-
(2,578,192)
(3,016,895)
-
17,607,463
14,446,790
-
1,300,781
948,877
`
`
`
`
`
`
`
`
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
`
`
`
`
`
`
Numbers
-
17,607,463
14,446,790
-
-
-
-
5,662,500
5,341,000
-
(4,610,572)
(2,496,125)
-
-
(5,681,966)
-
(3,065,201)
(3,755,159)
-
15,594,190
7,854,540
-
1,502,957
1,212,560
`
`
`
`
`
`
`
`
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
2.00
US $ 0.03
480.20
2
US $ 0.03
480.20
2
US $ 0.03
480.20
2
US $ 0.03
`
`
`
`
`
`
As at March 31, 2020, 4,721,388 units (net of units that were exercised or lapsed and forfeited) of Cash Settled RSU were outstanding which
include 63,999 exercisable units. The carrying value of liability towards Cash Settled RSU’s outstanding was ` 496 which includes ` 15 towards
exercisable units as at March 31, 2020.
* Includes 1,097,600, 1,567,000 and 2,461,500 Performance based stock options (RSU) during the year ended March 31, 2018, 2019 and 2020,
respectively. 1,113,600, 1,673,000 and 2,524,600 Performance based stock options (ADS) during the year ended March 31, 2018, 2019 and
2020, 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).
325
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited ** Restricted Stock Units arrangement that were modified during
the year ended March 31, 2020
Pursuant to the Securities Exchange Board of India (“SEBI”) circular
dated October 10, 2019 prohibiting issuance of depository receipts
by listed companies to Non-Resident Indians (“NRIs”), the Board
Governance, Nomination and Compensation Committee in November,
2019 approved cash pay out to its NRI employees in lieu of shares
and upon exercise of vested ADS RSU under the Company’s WARSUP
2004 Plan, based on prevailing market price of ADS on the date of
exercise. This change was accounted for as a modification and the
fair value on the date of modification of ` 561 has been recognized as
financial liability with a corresponding adjustment to equity.
The following table summarizes information about outstanding stock options and restricted stock unit option plan :
Range of
exercise
price
Numbers
2018
Weighted
Average
Remaining
life
(months)
Weighted
Average
Exercise
Price
Year ended March 31,
2019
Weighted
Average
Remaining
life
(months)
Weighted
Average
Exercise
Price
Numbers
Numbers
2020
Weighted
Average
Remaining
life
(months)
Weighted
Average
Exercise
Price
`
2
US $ 0.03
13,543,997
10,199,054
27
28
`
2
US $ 0.03
17,607,463
14,446,790
24
26
`
2
US $ 0.03
15,594,190
7,854,540
23
23
`
2
US $ 0.03
The weighted-average grant-date fair value of options granted
during the year ended March 31, 2018, 2019 and 2020 was ` 337.74,
` 349.81, and ` 260.65 for each option, respectively. The weighted
average share price of options exercised during the year ended
March 31, 2018, 2019 and 2020 was ` 303.44, ` 325.85, and ` 267.04
for each option, respectively.
31. 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,
2019
` 289,005
2018
` 261,981
2020
` 315,036
1,532
1,459
1,845
7,363
7,372
8,428
1,347
1,938
1,262
Defined benefit plan actuarial (gains)/ losses recognized in other
comprehensive income include:
Year ended March 31,
2019
2020
2018
Re-measurement of net
defined benefit liability/
(asset)
Return on plan assets
excluding interest income
- Loss/(Gain)
Actuarial loss/ (gain)
arising from financial
assumptions
Actuarial loss/ (gain)
arising from demographic
assumptions
Actuarial loss/ (gain)
arising from experience
adjustments
`
(18)
`
(49)
`
76
(296)
73
749
(54)
(40)
227
(454)
(266)
194
` (822)
` (282)
` 1,246
` 272,223
` 299,774
` 326,571
b) Defined benefit plans
The employee benefit cost is recognized in the following line items in
the consolidated statement of income:
Year ended March 31,
2019
` 228,937 ` 251,818 ` 279,356
2018
2020
Defined benefit plans include gratuity for employees drawing salary
in Indian rupees and certain benefits plans in foreign jurisdictions.
Amount recognized in the consolidated statement of income in
respect of defined benefit plans is as follows:
Year ended March 31,
2019
2020
2018
Cost of revenues
Selling and marketing
expenses
General and administrative
expenses
28,070
30,972
30,763
15,216
16,984
16,452
` 272,223 ` 299,774 ` 326,571
Current service cost
Net interest on net defined
benefit liability/(asset)
Net gratuity cost/(benefit)
Actual return on plan assets
`
1,525
`
1,434
`
1,782
7
25
63
`
`
1,532
501
`
`
1,459
607
`
`
1,845
513
326
Annual Report 2019-20 Change in present value of defined benefit obligation is summarized
below:
The principal assumptions used for the purpose of actuarial valuation
of these defined benefit plans are as follows:
Defined benefit obligation at the
beginning of the year
Acquisitions
Current service cost
Interest on obligation
Benefits paid
Remeasurement loss/(gains)
Actuarial loss arising from financial
assumptions
Actuarial loss/(gain) arising from
demographic assumptions
Actuarial loss/(gain) arising from
experience adjustments
Translation adjustment
Defined benefit obligation at the
end of the year
Change in plan assets is summarized below:
Fair value of plan assets at the beginning
of the year
Acquisitions
Expected return on plan assets
Employer contributions
Benefits paid
Remeasurement (loss)/gains
Return on plan assets excluding
interest income - (loss)/gain
Translation adjustment
Fair value of plan assets at the end of the
year
Present value of unfunded obligation
Recognized asset/(liability)
As at March 31,
2020
2019
` 8,654
` 10,485
1,094
1,434
583
(1,047)
229
1,782
652
(1,123)
73
(40)
(266)
-
749
227
194
270
` 10,485
` 13,465
As at March 31,
2020
2019
` 8,507
` 9,443
109
558
254
(34)
49
-
58
589
383
(95)
(76)
233
` 9,443
` 10,535
` (1,042)
` (1,042)
` (2,930)
` (2,930)
As at March 31, 2019 and 2020, 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.
Discount rate
Expected return on plan assets
Expected rate of salary increase
Duration of defined benefit
obligations
As at March 31,
2019
2020
6.05%
6.05%
6.80%
5.05%
5.05%
6.60%
8 years
9 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 increase 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, 2021
Estimated benefit payments from the fund for the
year ending March 31:
2021
2022
2023
2024
2025
Thereafter
Total
`
3,035
`
1,740
1,343
1,295
1,261
1,226
13,819
` 20,684
The expected benefits are based on the same assumptions used to
measure the Company’s benefit obligations as at March 31, 2020.
Sensitivity for significant actuarial assumptions is computed to
show the movement in defined benefit obligation by 0.5 percentage.
As at March 31, 2020, every 0.5 percentage point increase/(decrease)
in discount rate will result in (decrease)/increase of defined benefit
obligation by approximately ` (626) and ` 584 respectively (March 31,
2019: ` (405) and ` 435 respectively).
As at March 31, 2020, every 0.5 percentage point increase/(decrease)
in expected rate of salary will result in increase/(decrease) of defined
benefit obligation by approximately ` 353 and ` (329) respectively
(March 31, 2019: ` 245 and ` (229) respectively).
327
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited c) Provident fund:
The details of fund and plan assets are given below:
The principal assumptions used in determining the present value
obligation of interest guarantee under the deterministic approach
are as follows:
Fair value of plan assets
Present value of defined benefit
obligation
Net (shortfall)/ excess
As at March 31,
2019
2020
`
53,015
`
61,397
(53,015)
(61,397)
`
-
`
-
The plan assets have been primarily invested in government
securities and corporate bonds.
Discount rate for the term of the
obligation
Average remaining tenure of
investment portfolio
Guaranteed rate of return
As at March 31,
2019
2020
7.00%
6.05%
8 years
7 years
8.65%
8.50%
32. Related party relationship and transactions
List of subsidiaries and associates as at March 31, 2020, are provided in the table below:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro, LLC
Wipro Gallagher Solutions, LLC
Wipro Insurance Solutions, LLC
Wipro IT Services, LLC
Opus Capital Markets Consultants,
LLC
Wipro Promax Analytics Solutions Americas, LLC
HealthPlan Services, Inc. **
Appirio, Inc. **
Cooper Software, Inc.
Infocrossing, LLC
Wipro US Foundation
International TechneGroup Incorporated **
Rational Interaction, 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
Designit A/S
Designit Denmark A/S
Designit Germany GmbH
Designit Oslo A/S
Designit Sweden AB
Designit T.L.V Ltd.
Designit Tokyo Ltd.
Designit Spain Digital, S.L. **
Wipro UK Limited
Wipro Europe Limited
Wipro Financial Services UK Limited
Wipro IT Services S.R.L.
328
Country of
Incorporation
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
India
Japan
China
India
India
U.K.
Denmark
Denmark
Germany
Norway
Sweden
Israel
Japan
Spain
U.K.
U.K.
U.K.
Romania
Annual Report 2019-20 Subsidiaries
Subsidiaries
Subsidiaries
Wipro IT Services SE (formerly
Wipro Cyprus SE)
Country of
Incorporation
U.K.
Qatar
Mexico
Philippines
Hungary
Hungary
Egypt
Saudi Arabia
Wipro Holdings Investment Korlátolt
Felelosségu Társaság
Women’s Business Park Technologies Limited *
Saudi Arabia
Poland
Poland
Australia
Ghana
South Africa
Nigeria
Ukraine
Netherlands
Portugal
Russia
Chile
Canada
Wipro Technologies Nigeria Limited
Wipro Portugal S.A. **
Wipro Technologies Limited
Wipro Technology Chile SPA
Wipro Solutions Canada Limited
Wipro Information Technology Kazakhstan LLP
Kazakhstan
Wipro Technologies W.T. Sociedad Anonima
Wipro Outsourcing Services (Ireland) Limited
Wipro Technologies VZ, C.A.
Wipro Technologies Peru S.A.C.
Wipro do Brasil Servicos de Tecnologia S.A.
Wipro do Brasil Technologia Ltda **
Costa Rica
Ireland
Venezuela
Peru
Brazil
Brazil
Argentina
Romania
Indonesia
Thailand
Bahrain
Sultanate of
Oman
Iraq
Singapore
China
Malaysia
China
Bangladesh
India
Wipro Doha LLC #
Wipro Technologies SA DE CV
Wipro Philippines, Inc.
Wipro Holdings Hungary Korlátolt
Felelosségu Társaság
Wipro Information Technology Egypt
SAE
Wipro Arabia Co. Limited *
Wipro Poland SP Z.O.O
Wipro IT Services Poland SP Z.O.O
Wipro Technologies Australia Pty Ltd
Wipro Corporate Technologies
Ghana Limited
Wipro Technologies South Africa
(Proprietary) Limited
Wipro IT Service Ukraine, LLC
Wipro Information Technology
Netherlands BV.
Wipro Technologies SA
Wipro Technologies S.R.L.
PT. WT Indonesia
Wipro (Thailand) Co. Limited
Wipro Bahrain Limited Co. S.P.C.
Wipro Gulf LLC
Rainbow Software LLC
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
329
Wipro Networks Pte Limited
Wipro Chengdu Limited
Wipro IT Services Bangladesh
Limited
Wipro HR Services India Private
Limited
Corporate Overview | Management & Board Reports | Financial StatementsWipro 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 Co. 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 and Wipro Foundation in India
** Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit Spain Digital, S.L, HealthPlan Services, Inc, Appirio,
Inc, International TechneGroup Incorporated and Rational Interaction, Inc. are as follows:
Subsidiaries
Subsidiaries
Subsidiaries
Wipro Portugal S.A.
Wipro Technologies GmbH
Cellent GmbH
Cellent GmbH
Wipro do Brasil Technologia Ltda
Designit Spain Digital, S.L.
HealthPlan Services, Inc.
International TechneGroup
Incorporated
Appirio, Inc.
Wipro Do Brasil Sistemetas De
Informatica Ltd
Designit Colombia S A S
Designit Peru SAC
HealthPlan Services Insurance
Agency, LLC
International TechneGroup Ltd.
ITI Proficiency Ltd
International TechneGroup S.R.L.
Appirio, K.K
Topcoder, LLC.
Appirio Ltd
Rational Interaction, Inc.
Rational Consulting Australia Pty Ltd
Rational Interaction Limited
Mech Works S.R.L.
Appirio Ltd (UK)
Country of
Incorporation
Portugal
Germany
Germany
Austria
Brazil
Brazil
Spain
Colombia
Peru
USA
USA
USA
U.K.
Israel
Italy
Italy
USA
Japan
USA
Ireland
U.K.
USA
Australia
Ireland
As at March 31, 2020 the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim Group
Management, LLC, accounted for using the equity method.
The list of controlled trusts are:
Name of the entity
Wipro Equity Reward Trust
Wipro Foundation
The other related parties are:
Name of the related parties:
Azim Premji Foundation
Azim Premji Foundation for Development
Hasham Traders
Prazim Traders
Zash Traders
Hasham Investment and Trading Co. Pvt. Ltd
Azim Premji Philanthropic Initiatives Pvt. Ltd
Country of incorporation
India
India
Nature
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
330
Annual Report 2019-20 Name of the related parties:
Azim Premji Trust
Wipro Enterprises (P) Limited
Wipro GE Healthcare Private Limited
Key management personnel
Rishad A Premji
Abidali Z Neemuchwala
Azim H Premji
N Vaghul
Dr. Ashok S. Ganguly
William Arthur Owens
M.K. Sharma
Ireena Vittal
Dr. Patrick J. Ennis
Patrick Dupuis
Arundhati Bhattacharya
Jatin Pravinchandra Dalal
Nature
Entity controlled by Director
Entity controlled by Director
Entity controlled by Director
Chairman (i)
Chief Executive Officer and Managing Director (ii)
Non-Executive Non-Independent Director (iii)
Non-Executive Director (iv)
Non-Executive Director (iv)
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director (v)
Chief Financial Officer
(i) Effective July 31, 2019, Mr. Rishad A Premji was appointed as Whole-time director (designated as Chairman by the Board of Directors of the
Company)
(ii) Effective July 31, 2019, Mr. Abidali Z Neemuchwala was designated and appointed as Managing Director in addition to his existing position
as Chief Executive Officer. On January 31, 2020, the Company announced that Mr. Abidali Z Neemuchwala has decided to step down from
the position of Chief Executive Officer and Managing Director due to family commitments and he will continue to hold the office of Chief
Executive Officer and Managing Director, until a successor is appointed, for a smooth transition and to ensure that business continues as
usual. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief
Executive Officer and Managing Director with effect from the end of day on June 1, 2020.
(iii) On July 30, 2019, Mr. Azim H Premji retired as Executive Chairman and Managing Director and was appointed as Non-Executive
Non- Independent Director with effect from July 31, 2019.
(iv) Mr. N Vaghul and Dr. Ashok S. Ganguly retired as Non- Executive Director with effect from July 31, 2019.
(v) Ms. Arundhati Bhattacharya was appointed as Non-Executive Director with effect from January 1, 2019. The Board of Directors has, at its
meeting held on May 29, 2020, noted the resignation of Ms. Arundhati Bhattacharya as an Independent Director with effect from close of
business hours on June 30, 2020.
Relatives of key management personnel:
- Yasmeen A Premji
- Tariq A Premji
The Company has the following related party transactions:
Transaction / balances
Entities controlled by Directors
2018
2019
2020
Key Management Personnel
2018
2019
Sales of goods and services
Assets purchased
Dividend
Buyback of shares
Rental income
Rent Paid
Others
`
136
290
3,171
63,745
42
7
31
`
102
240
3,171
-
43
8
63
`
43
741
3,987
69,392
45
2
119
`
-
-
191
^
-
6
-
`
-
-
191
-
-
5
-
`
2020
-
-
243
4,076
-
9
-
331
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Transaction / balances
Key management personnel *
Remuneration and short-term benefits
Other benefits
Balance as at the year end
Receivables
Payables
^ Value is less than ` 1
Entities controlled by Directors
2018
2019
2020
Key Management Personnel
2018
2019
2020
`
`
-
-
39
57
`
`
-
-
132
8
`
`
-
-
94
23
`
`
248
130
-
55
`
`
341
173
-
155
`
`
354
178
-
166
* Post-employment benefits comprising compensated absences is not disclosed as these are determined for the Company as a whole. Benefits
includes the prorated value of RSU granted to the personnel, which vest over a period of time. Other benefits include share-based compensation
` 124, ` 166, and ` 170, as at March 31, 2018, 2019 and 2020, respectively.
33. Commitments and contingencies
Until March 31, 2019, prior to adoption of IFRS 16, the Company had
taken office, vehicles and IT equipment under cancellable and non-
cancellable operating lease agreements that were renewable on a
periodic basis at the option of both the lessor and the lessee. The
operating lease agreements extended up to a maximum of fifteen
years from their respective dates of inception and some of these
lease agreements had price escalation clause. Rental payments
under operating leases were ` 6,236 and ` 6,490 for the year ended
March 31, 2018, and March 31, 2019, respectively.
Not later than one year
Later than one year but not later five years
Later than five years
As at March 31,
2019
`
7,006
11,106
1,629
`
19,741
Capital commitments: As at March 31, 2019 and 2020, the Company
had committed to spend approximately ` 12,443 and ` 14,011
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, 2019 and 2020, performance and
financial guarantees provided by banks on behalf of the Company
to the Indian Government, customers and certain other agencies
amount to approximately ` 18,456 and ` 18,655 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 the year
ended March 31, 2001 arising primarily on account of denial of
deduction under section 10A of the Income Tax Act, 1961 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 before
the Supreme Court of India for the years 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 Income Tax Act, 1961. For the year ended March 31,
2009, the appeals are pending before Income Tax Appellate Tribunal
(“ITAT”). For years ended March 31, 2010 and March 31, 2011, the
Dispute Resolution Panel allowed the claim of the Company under
section 10A of the Income Tax Act, 1961. The Income tax authorities
have filed an appeal before the Hon’ble ITAT.
For the year ended March 31, 2013, the Company received the final
assessment order in November 2017 with a 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 the year ended March 31, 2014, the Company received the final
assessment order in September 2018 with a demand of ` 1,030
(including nil interest), arising primarily on account of transfer
pricing issues. The Company has filed an appeal before the Hon’ble
ITAT, Bengaluru within the prescribed timelines.
For the year ended March 31, 2015, the Company received the final
assessment order in October 2019 with an estimated demand
of ` 1,347 (including nil interest), arising primarily on account of
capitalization of wages. The Company has filed an appeal before the
Hon’ble ITAT, Bengaluru within the prescribed timelines.
For the year ended March 31, 2016, the Company received the draft
332
Annual Report 2019-20 assessment order in December 2019 with an estimated demand
of ` 704 (including nil interest), arising primarily on account of
capitalization of wages. The Company has filed the objections before
the Dispute Resolution Panel (Bengaluru) within the prescribed
timelines.
offerings to customers organized by industry verticals. Effective
April 1, 2018, consequent to change in organization structure, the
Company reorganized its industry verticals. The Manufacturing
(“MFG”) and Technology (“TECH”) business units are split from the
former Manufacturing & Technology (“MNT”) business unit.
For the year ended March 31, 2007 to year ended March 31, 2012,
the Company has received a tax demand of ` 227 (including ` 102
interest) for non-deduction of tax at source on some payments.
The Company has already deposited the demand under protest.
The Company received order issued by ITAT, Bengaluru rejecting the
Company’s appeal. The Company has filed an appeal against the
order with the Hon’ble High Court of Karnataka within the prescribed
timelines. The Company has received a favorable order on this issue
from the Hon’ble High Court of Karnataka for the earlier years.
Income tax demands against the Company amounting to ` 66,441
and ` 77,873 are not acknowledged as debt as at March 31, 2019
and March 31, 2020, respectively. 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 amounts to ` 8,477
and ` 8,033 as of March 31, 2019 and March 31, 2020, respectively.
However, the resolution of these disputed demands is not likely to
have a material and adverse effect on the results of operations or the
financial position of the Company.
The Hon’ble Supreme Court of India, through a ruling in February
2019, provided interpretation on the components of Salary on
which the Company and its employees are to contribute towards
Provident Fund under the Employee’s Provident Fund Act. Based on
the current evaluation, the Company believes it is not probable that
certain components of Salary paid by the Company will be subject
to contribution towards Provident Fund due to the Supreme Court
order. The Company will continue to monitor and evaluate its position
based on future events and developments.
The revised industry verticals are as follows: Banking, Financial
Services and Insurance (“BFSI”), Health Business unit (“Health BU”)
previously known as Health Care and Life Sciences Business unit
(“HLS”), Consumer Business unit (“CBU”), Energy, Natural Resources
& Utilities (“ENU”), MFG, TECH and Communications (“COMM”).
Key service offerings to customers include 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.
ISRE: During the year ended March 31, 2019, the Company has
organized ISRE as a separate segment, which was part of IT Services
segment. This segment consists of IT Services offerings to entities or
departments owned or controlled by Government of India and/ or any
State Governments.
Comparative information has been restated to give effect to this
change.
The Chairman of the Company has been identified as the Chief
Operating Decision Maker (“CODM”) as defined by IFRS 8, “Operating
Segments.” The Chairman of the Company evaluates the segments
based on their revenue growth and operating income.
34. Segment information
The Company is organized by the following operating segments:
IT Services, IT Products, and India State Run Enterprise services
segment (“ISRE”).
IT Services: The IT Services segment primarily consists of IT Service
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:
Revenue
Segment Result
Unallocated
Segment Result Total
Finance expense
Finance and other income
IT Services
BFSI
` 144,139
24,549
Health BU
` 74,136
9,624
CBU
` 77,914
12,619
ENU
` 67,841
8,097
TECH
` 73,947
14,680
MFG
` 46,081
7,007
COMM
` 33,658
3,236
Total
` 517,716
79,812
3,347
` 83,159
IT Prod-
ucts
` 17,998
362
-
362
`
ISRE
Reconcil-
ing Items
`
` 10,694
454
`
454
`
(49)
319
-
319
Total
` 546,359
80,947
3,347
` 84,294
(5,830)
23,999
333
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Revenue
Other operating income
Segment Result
Unallocated
Segment Result Total
Finance expense
Finance and other income
Share of profit/ (loss) of
associates accounted for
using the equity method
Profit before tax
Income tax expense
Profit for the year
Depreciation, amortization
and impairment
BFSI
Health BU
CBU
ENU
TECH
MFG
COMM
Total
IT Services
IT Prod-
ucts
ISRE
Reconcil-
ing Items
Total
Share of profit/ (loss) of
associates accounted for
using the equity method
Profit before tax
Income tax expense
Profit for the year
Depreciation, amortization
and impairment
Information on reportable segment for the year ended March 31, 2019 is as follows:
11
` 102,474
(22,390)
` 80,084
` 21,124
IT Services
BFSI
Health BU
` 175,262 `
-
33,831
75,081 `
-
8,638
CBU
89,313 `
-
16,828
ENU
72,830 `
-
7,081
TECH
76,591 `
-
15,916
MFG
46,496 `
-
8,327
COMM
Total
IT
Products
ISRE
Reconcil-
ing Items
Total
32,680 ` 568,253 `
-
4,396
4,344
95,017
3,142
` 102,503 `
12,312 `
-
(1,047)
-
(1,047) `
8,544 `
-
(1,829)
(1,829) `
-
283
-
283 `
(49) ` 589,060
4,344
92,424
3,142
99,910
(7,375)
22,923
(43)
` 115,415
(25,242)
90,173
`
`
19,474
Total
` 613,401
1,144
102,009
2,577
` 105,730
(7,328)
24,081
29
` 122,512
(24,799)
` 97,713
` 20,862
Information on reportable segment for the year ended March 31, 2020 is as follows:
IT Services
BFSI
` 184,457
-
34,132
Health BU
` 78,240
-
12,027
CBU
` 97,008
-
16,729
ENU
` 76,443
-
12,176
TECH
` 75,895
-
14,312
MFG
` 48,158
-
9,252
COMM
` 33,840
-
5,336
Total
` 594,041
1,144
103,964
2,577
` 107,685
IT
Products
` 11,010
-
(282)
-
(282)
`
ISRE
`
8,400
-
(1,822)
-
` (1,822)
Reconcil-
ing Items
`
(50)
-
149
-
149
`
Revenue
Other operating income
Segment Result
Unallocated
Segment Result Total
Finance expense
Finance and other income
Share of profit/ (loss) of
associates accounted for
using the equity method
Profit before tax
Income tax expense
Profit for the year
Depreciation, amortization
and impairment
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
* Substantially related to operations in the United States of America.
334
2018
`
43,099
283,515
138,597
81,148
Year ended March 31,
2019
`
30,999
325,432
147,074
85,555
2020
`
30,158
352,319
144,876
86,048
`
546,359
`
589,060
`
613,401
Annual Report 2019-20 No customer individually accounted for more than 10% of the
revenues during the year ended March 31, 2018, 2019 and 2020.
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) Revenue from sale of company owned intellectual properties is
reported as part of IT Services revenues
d) 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).
the
e) For evaluating performance of
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.
f) The Company generally offers multi-year payment terms
total outsourcing contracts. These payment
in certain
35. Bank balance
Details of balance with banks as at March 31, 2020 are as follows:
HDFC Bank
ICICI Bank
Citi Bank
Axis Bank
HSBC
Saudi British Bank
Wells Fargo Bank
Kotak Mahindra Bank
BNP Paribas
ANZ Bank
Deutsche Bank
Standard Chartered Bank
UniCredit Bank Austria
United Amara Bank
JP Morgan Chase
MUFG Bank
Rabo Bank
Silicon Valley Bank
Intesa San Paolo
Others
Total
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.
g) Segment results for ENU and COMM industry vertical for the
year ended March 31, 2018, are after considering the impact of
provision by ` 3,175 and ` 1,437, respectively, for impairment of
receivables and deferred contract cost. Refer to Note 25.
h) Other operating income of ` Nil, ` 4,344 and ` 1,144 is included
as part of IT Services segment result for the year ended March 31,
2018, 2019 and 2020, respectively. Refer to Note 26.
i) Segment results for ENU industry vertical for the year ended
March 31, 2019, are after considering the impact of ` 5,141 ($
75 million) paid to National Grid on settlement of a legal claim
against the Company. Refer to Note 25
j) Segment results for Health BU industry vertical for the year
ended March 31, 2018 and 2019, are after considering the
impact of impairment charges on certain software platform and
intangible assets recognized on acquisitions. Refer to Note 25.
k) Segment results of IT Services segment are after recognition of
share-based compensation expense ` 1,402, ` 1,841, and ` 1,229
for the year ended March 31, 2018, 2019 and 2020, respectively.
The share-based compensation expense pertaining to other
segments is not material.
In Current
Account
599
-
18,902
1
6,729
955
2,627
2
1,034
426
496
341
334
259
107
132
129
109
108
797
34,087
`
`
In Deposit
Account
35,670
34,883
7,247
22,988
4,672
3,311
-
1,200
-
302
-
-
-
-
139
-
-
-
-
-
110,412
`
`
Total
36,269
34,883
26,149
22,989
11,401
4,266
2,627
1,202
1,034
728
496
341
334
259
246
132
129
109
108
797
144,499
`
`
36. During the year ended March 31, 2019, as part of a customer contract with Alight LLC, Wipro has acquired Alight HR Services India Private
Limited (currently known as Wipro HR Services India Private Limited) for a consideration of ` 8,275 ($ 117 million). Considering the terms and
conditions of the agreement, the Company has concluded that this transaction does not meet the definition of Business under IFRS 3. The
transaction was consummated on September 1, 2018. Net assets taken over was ` 4,128. The excess of consideration paid, and net assets
taken over is accounted as ‘costs to obtain contract’, which will be amortized over the tenure of the contract as reduction in revenues.
The accompanying notes form an integral part of these consolidated financial statements
335
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Business Responsibility Report (BRR)
Ministry of Corporate Affairs (MCA) revised National Voluntary
Guidelines
(NVG) 2011 on Social, Environmental and
Economic Responsibilities of Business and aligned it with
the national and international developments in sustainability
space. This resulted in formulation of National Guidelines on
Responsible Business Conduct (NGRBC) in 2019.
At Wipro, the NVG’s Principles and Core elements are
deeply integrated into practices and processes. During the
reporting year, we assessed our position with the new NGRBC
guidelines, a brief of which is given below:
• As early adopters of GRI (Global Reporting Initiative) and
IR (Integrated Reporting), our policies and processes
cover most elements of the NGRBC – which include
identification and engagement with key stakeholders,
materiality determination and adopting a comprehensive
approach that makes responsible business conduct an
integral part of our strategy.
• Our policies like the Ecological Sustainability Policy, Health
and Safety Policy, Human Right Policy, Code of Business
Conduct, Supplier Code of Conduct, Data Privacy and CSR
policy are implemented by specific operational guidelines
and procedures under a cross functional charter which
includes the Risk function, Legal and Compliance, Human
Resources, Information Security, Operations, Procurement
and Ombuds among others. The tenets of Protect-
Respect-Remedy are also integrated in implementation.
We ensure appropriate due diligence of these programs
through process and performance audits - both internal
and external - through frameworks like ISOO14001, OHSAS
and GRI among others.
• The details of governance by sub-committees of the board
are provided as part of our Corporate Governance Report
from page no. 122 of this Annual Report.
• Communications – transparent disclosure is made through
various public forums like CDP, Annual reporting through
benchmarking frameworks like DJSI, FTSE, MSCI, Vigeo
among other. In addition, leadership actively evangelizes
these values-based approaches through regular forums.
• We have robust internal processes to track performance
of different elements in NGRBC at multiple levels of detail
and coverage – many of which are covered in our public
disclosures. We are currently assessing preparedness to
report on all indicators – essential and leadership – for
FY21. This BRR is based on NVG of 2011.
Section A: General Information about the Company
1. Corporate Identity Number (CIN) of the Company
L32102KA1945PLC020800.
2. Name of the Company
Wipro Limited
3. Registered address
Doddakannelli, Sarjapur Road, Bengaluru-560035,
Karnataka, India
4. Website
https://www.wipro.com
5. E-mail id
sustain.report@wipro.com
6. Financial Year reported
April 1, 2019 to March 31, 2020 (FY 2019-20)
7. Sector(s) that the Company is engaged in (industrial
activity code-wise)
IT Software, Services and
Code-62013, 62020.
related activities. NIC
8. List three key products/services that the Company
manufactures/provides (as in balance sheet)
Please refer page nos. 31 to 35 of this Annual Report
9. Total number of locations where business activity is
undertaken by the Company
i. Number of international locations (Provide details of
major 5)
189 office locations
Please refer complete list of locations available on the
Company’s website at https://www.wipro.com.
ii. Number of national locations
44 locations (including 3 data centers)
Please refer complete list of locations available on the
Company’s website at https://www.wipro.com.
336
Annual Report 2019-20
10. Markets served by the Company – Local/State/
Section D: BR Information
National/International/
Please refer to “Geography Wise Performance” on page
no. 47 of this Annual Report.
Section B: Financial Details of the Company
1. Paid up Capital
As at March 31, 2020, the paid up equity share capital of
the Company stood at ` 11,426,714,780/- consisting of
5,713,357,390 equity shares of ` 2 each.
2. Total Turnover
For the financial year 2019-20, the total turnover of the
Company on a consolidated basis was ` 610,232 million.
3. Total profit after taxes
For the financial year 2019-20, the net profit of the
Company on a consolidated basis was ` 97,718 million.
4. Total spending on Corporate Social Responsibility
(CSR) as percentage of profit after tax
Please refer to the Corporate Social Responsibility
Report for the year from page nos. 94 to 98 of this Annual
Report.
5. List of activities in which expenditure in 4 above has
been incurred:-
Please refer to the Corporate Social Responsibility
Report for the year from page nos. 94 to 98 of this Annual
Report.
Section C: Other Details
1. Does the Company have any Subsidiary Company/
Companies?
The Company has 90 subsidiaries as on March 31, 2020.
Please refer the complete list from page nos. 99 to 103 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 the 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%]
Yes, less than 30%.
337
1. Details of Director responsible for BR
a) Details
of
the Director
responsible
for
implementation of the BR policy/policies
“Board
Governance,
and
The
Compensation Committee” is responsible for the
implementation of the CSR policy. Please refer page
nos. 122 to 123 of this Annual Report.
Nomination
b) Details of the BR head
DIN (if applicable) Not applicable
Anurag Behar
Name
Chief Sustainability Officer
Designation
080 28440011
Telephone No.
anurag.behar@wipro.com
Email id
2. Principle-wise (as per NVGs) BR Policy/policies (Reply
in Y/N)
a) Do you have a policy /policies for:
• Principle 1: Yes. Wipro has a policy on Ethics,
Transparency and Accountability. Our Code of
Business Conduct (COBC) is applicable to our
customers, suppliers, partners, competitors,
employees and other stakeholders, which
is
https://www.wipro.com/content/
available
dam/nexus/en/investor/corporate-governance/
policies-and-guidelines/ethical-guidelines/
code-of-business-conduct-and-ethics.pdf.
at
• Principle 2: Yes. Our Policy on Ecological
Sustainability is available at https://www.wipro.
com/content/dam/nexus/en/sustainability/pdf/
ecological-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 https://www.
wipro.com/content/dam/nexus/en/investor/
corporate-governance/policies-and-guidelines/
ethical-guidelines/12773-policy-on-corporate-
social-responsibility.pdf.
• Principle 5: Yes. Wipro’s COBC addresses principles
of Human Rights as per the principles of the
is available at
UN Global Compact and
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
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
nos. 53 to 55), natural capital (page nos. 63 to 68)
and social & relationship capital (page nos. 58 to 62)
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.
• 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) Is 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
b) Has the policy being formulated in consultation with
of Directors and endorsed by our Chairman.
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
in compliance with Generally
disclosures are
Accepted Accounting Principles
(GAAP) and
International Financial Reporting Standards (IFRS).
• Principle 2: Yes. Wipro has been
following
the
ISO 14001 Standard and Guidelines for
our Environmental Management System. For
designing 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. We carry out assurance against
Global Reporting Initiative (GRI), IIRC and TCFD
recommendations which have a key stakeholder
engagement requirement.
• Principle 5: The Human Right policy is guided by UN
Global Compact, UNDHR and the ILO Declaration.
Wipro also supports the UN guiding principles on
Business and Human Rights.
• Principle 2: Yes. The Policy on Ecological
Sustainability is approved by the Board of Directors
and has been signed by the Chief Executive Officer
and Managing Director.
• Principle 3: Yes. The COBC is approved by the Board
of Directors. Wipro Global Statement on Health and
Safety has been signed by the President & Chief
Human Resources Officer.
• Principle 4: Yes. The COBC is approved by our
Board of Directors and endorsed by our Chairman.
The Policy on Corporate Social Responsibility is
approved by the Board of Directors.
• Principle 5: Yes. The COBC is approved by our Board
of Directors and endorsed by our Chairman. The
Human rights policy is endorsed by the board.
• Principle 6: Yes. The COBC is approved by our
Board of Directors and endorsed by our Chairman.
The Policy on Ecological Sustainability has been
signed by the Chief Executive Officer and Managing
Director.
• Principle 7: Not Applicable.
• Principle 8: Yes. The Policy on Corporate Social
Responsibility (CSR) is approved by the Board of
Directors. 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 has been signed by the Chief Executive
Officer and Managing Director.
338
Annual Report 2019-20
• 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 of Directors and has been signed by the
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?
Governance,
Nomination
oversees
The
“Board
and
the
Committee”
Compensation
implementation of policies and initiatives related
to CSR. The CSR policy is available at https://
www.wipro.com/content/dam/nexus/en/investor/
corporate-governance/policies-and-guidelines/
ethical-guidelines/12773-policy-on-corporate-
social-responsibility.pdf.
f)
Indicate the link for the policy to be viewed online.
g) Has the policy been formally communicated to all
relevant internal and external stakeholders?
Yes, the policies have been formally communicated to
internal and external stakeholders. They are available
online for all stakeholders to refer to in the links
mentioned earlier.
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
organization 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?
COBC-
Yes, for all principles.
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-
ht t p s : //w w w.w i p ro.c o m /c o n te n t /d a m /n exu s /
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.
Policy on Corporate Social Responsibility-
https://www.wipro.com/content/dam/nexus/en/
investor/corporate-governance/policies-and-
guidelines/ethical-guidelines/12773-policy-on-
corporate-social-responsibility.pdf.
Policy on Human Rights-
https://www.wipro.com/content/dam/nexus/en/
sustainability/pdf/Human-Rights-Policy.pdf.
GRI Report FY 2018-19
ht t p s : //w w w.w i p ro.c o m /c o n te n t /d a m /n exu s /
e n / s u s t a i n a b i l i t y / s u s t a i n a b i l i t y _ r e p o r t s /
sustainability-report-fy-2018-19.pdf.
email
Dedicated
(ombuds.person@
address
wipro.com) has been created to facilitate receipt
of complaints and
for ease of reporting. All
employees and stakeholders can also register their
concerns through web-based portal at https://www.
wipro.com/investors/corporate-governance/#Wipros
OmbudsProcess.
Analyst and
Investors provide regular feedback
through media, interviews and ratings. Employees
have multiple channels for grievance redressal.
Suppliers can provide feedback either through the
ombuds process, helpline, helpdesk or forums like the
annual supplier meet.
Customers have multiple channels for raising
grievances– account managers, client engagement
managers,
the customer advocacy group and
independently administered satisfaction
through
surveys. There are ongoing, project based and annual
feedbacks from our Customers.
j) Has the Company carried out independent audit/
evaluation of the working of this policy by an internal
or external agency
We have a program which covers verification against
frameworks like ISO14001, OHSAS, ISO27001 and
corporate reporting frameworks like GRI, IIRC, TCFD
throughout the year.
339
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
Internal Audit Function: The internal audit function
carries out an audit of processes and practices across
functions of the organization using the COBC as the
guideline.
3. Governance related to BR
Indicate the frequency with which the Board of
Directors, Committee of the Board or CEO 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
articulation
the 9 NVG principles. We also publish an
is available at
of
annual Sustainability Report which
https://www.wipro.com/sustainability/.
includes
an
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?
previous year throughout the value chain, Reduction
during usage by consumers (energy, water) that has
been achieved since the previous year?
1) Wipro offers a range of IT services and solutions like
cloud based services, managed services, internet
of things, digital offerings which significantly help
improve process efficiency and business outcomes
for our customers. All these solutions directly or
indirectly also improve the environmental impacts
for our customers. However due to the nature of our
services, it is difficult to quantify.
2) The natural capital valuation study (refer page no. 68)
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 108,400 Electronic Product Environmental
Assessment Tool (EPEAT) registered electronic products
in calendar year 2019.
Yes, COBC extends to all.
Please refer page nos. 59 to 60 of this Annual Report.
1.2 How many stakeholder complaints have been received
in the past financial year and what percentage was
satisfactorily resolved by the management? If so,
provide the details thereof, in about 50 words or so.
Please refer page no. 75 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?
Principle 2
2.1 List up to 3 of your products or services whose design
has incorporated social or environmental concerns,
risks and/or opportunities.
Our work in the space of IT services and consulting
includes cloud based services, managed services, internet
of things, infrastructure services and digital offerings,
all of which fundamentally are premised on improving
resource efficiency and reducing environmental footprint.
We work in the domains of health care and life sciences,
government services, banking, transportation, energy
and natural resources, 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
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 page nos. 59 to 60 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 nos. 66 to 67 of this Annual Report.
Principle 3
3.1 Please indicate the total number of employees.
Please refer page no. 10 of this Annual Report.
340
Annual Report 2019-20
3.2 Please indicate the total number of employees hired on
Principle 5
temporary/contractual/casual basis.
Please refer page no. 10 of this Annual Report.
3.3 Please indicate the number of permanent women
employees.
Please refer page no. 10 of this Annual Report.
3.4 Please indicate the number of permanent employees
with disabilities
Please refer page no. 10 of this Annual Report.
3.5 Do you have an employee association that is recognized
by management?
Please refer page no. 54 of this Annual Report.
3.6 What percentage of your permanent employees are
members of this recognized employee association?
Please refer to page no. 54 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 no. 76 of this Annual Report.
3.8 What percentage of your under mentioned employees
were given safety & skill up-gradation training in the
last year?
1. Permanent Employees
2. Permanent Women Employees
3. Casual/Temporary/Contract employees
4. Employees with disability
Safety training is provided to 100% of the employees.
For information on skill up-gradation training, please
refer page nos. 54 to 55 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
vulnerable & marginalized
the disadvantaged,
stakeholders?
Please refer page nos. 60 to 62 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 nos. 60 to 62 of this Annual Report.
341
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/others.
5.2 How many stakeholder complaints have been received
in the past financial year, and what percentage was
satisfactorily resolved by the management?
Please refer page no. 75 of this Annual Report.
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, it extends to all.
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 nos. 64 to 68 of this report.
https://www.wipro.com/investors/annual-reports/
6.3 Does the Company identify and assess potential
environmental risks?
Yes.
6.4 Does the Company have any project related to Clean
Development Mechanism? If so, provide the details
thereof, in about 50 words or so. Also, if yes, whether
any environmental compliance report has been filed?
No.
6.5 Has the Company undertaken any other initiatives
on–clean technology, energy efficiency, renewable
energy, etc.? Yes/No. If yes, please give hyperlink for
the web page, etc.
Yes. Please refer page nos. 64 to 68 of this report.
https://www.wipro.com/investors/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.
Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited
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. Business Round Table, U.S. Chamber
of Commerce (USCC) and Global Business Alliance
(GBA) are the top three by financial contribution. The
total contribution made to BRT, USCC, GBA is $287,500
during FY19-20.
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).
forums
Through
Industry
sustainability
India, we work on a range of
and
networks
Yes.
issues related
in
to
aspects-
including energy, water, green buildings, bio-diversity,
waste management among others. We also support
flexibility in movement of labor.
community
and
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.
Yes. Please refer page nos. 61 to 62 of this Annual Report.
8.2 Are the programs/projects undertaken through an
foundation/external NGO/
in-house
government structures/any other organization?
team/own
Wipro partners with non governmental organizations
working on the areas of our focus.
course of the program, and on a quarterly basis with
the Chairman. Due to the nature of a large part of our
work (systemic reform in education, for example), we have
not conducted a formal impact assessment of our
initiatives.
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 page nos. 10 to 11 and 61 to 62 of this
Annual Report.
8.5 Have you taken steps to ensure that this community
development initiative is successfully adopted by the
community? Please explain in 50 words or so.
The nature of the programs supported by Wipro ensures
successful adoption by communities. Also, Wipro works
with organizations which has a good connect and
presence in the local communities.
For more details, please refer page nos. 61 to 62 of this
Annual Report.
Principle 9
9.1 What percentage of customer complaints/ consumer
cases are pending as on the end of financial year?
We do not have any complaint relating to violation of
this principle. However, we would have routine customer
related commercial litigations/disputes.
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
trade practices,
regarding unfair
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.
8.3 Have you done any
impact assessment of your
initiative?
We do extensive due diligence of our partners and
monitor and evaluate progress/outcomes during the
9.4 Did your Company carry out any consumer survey/
consumer satisfaction trends?
Please refer page nos. 11 and 58 to 59 of this Annual
Report.
342
Annual Report 2019-20
Corporate Overview | Management & Board Reports | Financial Statements
Glossary
Sl.
No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
Abbreviation
Expansion
AAS
ADR
ADS
AGM
AI
AI/ML
As A Service
American Depository Receipt
American Depository Share
Annual General Meeting
Artificial Intelligence
Artificial Intelligence/Machine
Learning
APAC
Asia Pacific
API
AR
ATD
B2B
BCMS
BCP
BCWI
BFSI
BI
BITS
BPS
BSE
BU
C&D
CAD
CAGR
Application Programming Interface
Augmented Reality
Association for Talent Development
Business to Business
Business Continuity Management
System
Business Continuity Plan
Best Companies for Women in India
Banking, Financial Services &
Insurance
Business Intelligence
Birla Institute of Technology & Science
Business process services
BSE Limited
Business Unit
Construction and demolition
Computer Aided Design
Compounded Annual Growth Rate
CBCMT
Corporate Business Continuity Team
CBU
CDAP
CDP
CDSB
CEO
CEP
CFO
CGU
CII
CIN
CIS
CMO
COBC
Consumer Business Unit
Cyber Defense Assurance platform
Carbon disclosure Project
Climate disclosures Standards Board
Chief Executive Officer
Continuous Engagement Program
Chief Financial Officer
Cash Generated Units
Confederation of Indian Industry
Corporate Identification Number
Cloud and Infrastructure Services
Chief Marketing Officer
Code of Business Conduct
Sl.
No
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
Abbreviation
Expansion
COMM
Communications
COSO
Company of Sponsoring Trade way
Organisation
CRM
Customer Relationship Management
CROAMIS
CRS
CSAT
CSPs
CSR
CTO
CUSIP
CX
CXO
D&I
DAAI
DDT
DIN
DJSI
DOP
DPA
DSO
DTA
DX
Cargo Reservations, Operations,
Accounting and Management
Information System
Cybersecurity and Risk Services
Customer Satisfaction
Communication Service Providers
Corporate Social Responsibility
Chief Technology Officer
Committee on Uniform Securities
Identification Procedures
Customer Experience
Chief Executive’s Office
Diversity & Inclusion
Data Analytics and Artificial
Intelligence
Dividend distribution tax
Director Identification Number
Dow Jones Sustainability Index
Digital Operations and Platforms
Data process agreements
Day Sales Outstanding
Data Transfer agreements
Digital Experience
EBITDA
Earnings before Interest, Tax,
Depreciations and Amortization
EDS
EMS
ENU
EPEAT
EPI
EPS
ERM
ESG
Electronic Data Systems
Environmental Management System
Energy, Natural Resources and
Utilities
Electronic Product Environmental
Assessment Tool
Energy Performance Index
Earnings Per Share
Enterprise Risk Management
Environmental, Social and
Governance
343
343
Wipro Limited
Wipro Limited Sl.
No
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
Abbreviation
Expansion
ESOP
ESS
FCTR
FSSAI
Employee Stock Option
Employee Satisfaction Survey
Foreign Currency Translation Reserve
Food Safety Standards Authority of
India
FTSE Russell
ESG
Financial Times Stock Exchange
Russell Environmnetal Social and
Governance
GAAP
GDP
GDPR
GDS
GHG
GIS
GRI
HLS
HPS
HRV
HUF
I&D
IAAS
IAS
IASB
IBBI
ICT
IEPF
IES
IFRIC
IFRS
IGEF
IIRC
IISc
IIT
ILO
Generally Accepted Accounting
Principles
Gross Domestic Product
General Data Protection Regulation
Global Depository Share
Green House Gases
Global Infrastructure Services
Global Reporting Initiative
Healthcare and Life Sciences
Health Plan Services
High Risk Vendors
Hindu Undivided Family
Inclusion and Diversity
Infrastructure as a Service
International Accounting Standard
International Accounting Standards
Board
Biodiversity Initiative
Information and communications
technology
Investor Education and Protection
Fund
Industrial and Engineering Services
IFRS Interpretations Committee
International Financial Reporting
Standards
Indo-Germany Energy Forum
International Integrated Reporting
Council
Indian Institute of Science
Indian Institute of Technology
International Labour Organization
Ind AS
Indian Accounting Standards
IoT
IP
Internet of Things
Intellectual Property
Sl.
No
103
104
Abbreviation
Expansion
ISG
ISHRAE
105
ISIN
106
107
108
109
110
111
112
113
114
115
116
117
118
119
ISO
ISRE
IT
ITI
ITO
IUCN
JAC
KMP
KPI
KRA
LAN
LATAM
LED
LEED
Information Services Group
The Indian Society of Heating,
Refrigerating and Air Conditioning
Engineers
International Securities Identification
Number
International Standards Organisation
India State Run Enterprises
Information Technology
International TechneGroup
Incorporated
IT Operations
International Union of Conservation
Networks
Joint Audit Consortium
Key Managerial Personnel
Key Performance Indicator
Key Result Area
Local Area Network
Latin America
Light Emitting Diode
Leadership in Energy and
Environmental Designs
London Inter Bank Offered Rate
Mergers and Acquisitions
Modern application Services
Minimum Alternate Tax
Ministry of Corporate Affairs
Managing Director
Management Discussion and Analysis
Manufacturing and Technology
Most Inclusive Companies Index
Machine Learning
Memorandum of Understanding
Managed Print Services
Median Remuneration of employees
LIBOR
M&A
MAS
MAT
MCA
MD
MD&A
MFG
MICI
ML
MOU
MPS
MRE
120
121
122
123
124
125
126
127
128
129
130
131
132
133 MSCI ESG Morgan Stanley Capital International
Environmental Social and Governance
134 NASSCOM National Association of Software and
135
136
137
NLP
NPS
NSE
Services Companies
Natural Language Processing
Net Promoter Score
National Stock Exchange of India
Limited
344
Annual Report 2019-20 Corporate Overview | Management & Board Reports | Financial Statements
Sl.
No
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144
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158
159
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161
162
163
Abbreviation
Expansion
NVGs
NYSE
OEM
OHSAS
OT
PLM
PPA
PPE
National Voluntary Guidelines
New York Stock Exchange
Original Equipment Manufacturer
Occupational Health and Safety
Assessment Series
Operational Technology
Product Lifecycle Management
Power Purchase agreements
Personal Protection Equipment
PSH/POSH Prevention of Sexual Harrassment
PSUs
QaaS
R&D
REC
RPA
RPT
RSPM
RSU
RTA
SaaS
SASB
Performance-based stock units
Quality as a Service
Research and Development
Renewable Energy Certificate
Robotic process automation
Related Party Transactions
Respirable Suspended Particulate
Matter
Restricted Stock Unit
Registrar and Transfer Agent
Software as a Service
Sustainibilty Accounting Standard
Board
SCOC
Supplier Code of Conduct
SD
SDG
SD-WAN
SDx
SEBI
Skills Development
Sustainable Development Goals
Software-defined networking in a
Wide Area Network
Software Defined Everything
Securities and Exchange Board of
India
164
SEC
Securities and Exchange Commission,
USA
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No
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Abbreviation
Expansion
SEF
SEZ
SI
SoW
SOX
STP
SWM
T&D
T&M
TaaS
TCFD
Science Education Fellowship
Special Economic Zones
System Integrator
Spirit of Wipro
Sarbanes’ Oxley
Sewage Treatment Plants
Solid Waste Management
Transmission and Distribution
Time and Material
Talent as a Service
Task Force on Climate related
Financial disclosures
TECH
Technology
UN GCNI
United Nations Global Compact
Network India
178
USSEF
179
180
181
182
183
184
185
186
187
VDI
VIU
VLSI
VoC
VR
WASE
WERT
WFH
WIMS
United States Science Education
Fellowship
Virtual Desktop Infrastructure
Value-in-Use
Very-large-scale integration
Voice of Customer
Virtual Reality
Wipro Academy of Software
Excellence
Wipro Equity Reward Trust
Work from Home
Wipro Infrastructure Management
School
188 Wipro SEF Wipro Science Education Fellowship
189
190
191
WiSTA
Wipro Software Technology Academy
WRI
WTD
World Resource Institute
Whole Time Director
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Wipro Limited
Wipro Limited NOTES
346
Annual Report 2019-20 NOTES
347
Wipro Limited NOTES
348
Annual Report 2019-20 Corporate Information
Board of Directors
Rishad A Premji – Chairman
Azim H Premji – Founder Chairman
Thierry Delaporte (w.e.f. July 6, 2020)
Ireena Vittal
William Arthur Owens
M K Sharma
Dr. Patrick J Ennis
Patrick Dupuis
Deepak M. Satwalekar (w.e.f. July 1, 2020)
Arundhati Bhattacharya (till June 30, 2020)
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
KFin Technologies Private Limited
Registered & Corporate Office
Wipro Limited
Doddakannelli, Sarjapur Road
Bengaluru – 560 035, India
Ph: +91 (80) 28440011
Fax: +91 (80) 28440054
Website: wipro.com
Wipro limited
Doddakannelli, Sarjapur Road, Bengaluru - 560035, India
CIN: L32102KA1945PLC020800 | Email: info@wipro.com
wipro.com
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