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Wipro Ltd Computers - Software - Large
BSE Code
507685
ISIN Demat
INE075A01022
Book Value
118.91
NSE Symbol
WIPRO
Div & Yield %
1.44
Market Cap (Rs Cr.)
137086.67
P/E
16.18
EPS
34.33
Face Value
2






DIRECTORS REPORT









Dear Shareholders,

On behalf of the Board of Directors, I am happy to present the 68th Report of the Board of Directors of your Company along with the Balance Sheet, Profit and Loss Account and Cash Flow Statement for the year ended March 31st, 2014.

Financial Performance

Key aspects of consolidated financial performance for Wipro and its group companies and standalone financial results for Wipro Limited for the financial year 2013-14 are tabulated below:

(Rs in Mns)
_

Consolidated

Standalone

_ 2013-14 2012-13 2013-14 2012-13
Sales and Other Income 453,457 388,705 403,684 345,518
Profit before Tax 101,143 78,688 96,082 72,051
Provision for tax 21,234 16,865 22,208 15,549
Minority interest -438 -322 - -
Net Profit for the year * 79,471 61,501 73,874 56,502
Appropriations _ _ _ _
Interim Dividend 7,347 4,932 7,404 4,932
Proposed Dividend on equity shares 12,248 12,315 12,332 12,315
Corporate tax on distributed dividend 3,353 2,892 3,353 2,892
Transfer to General Reserve 7,387 5,650 7,387 5,650
Balance Retained in Statement of Profit and Loss 146,187 97,051 121,769 78,371

* Profit for the standalone results is after considering loss of

Rs_2,607 million [2013: Rs (1,107)] relating to changes in fair value of forward contracts designated as hedges of net investment in non-integral foreign operations, translation of foreign currency borrowings and changes in fair value of related cross currency swaps together designated as hedges of net investment in non-integral foreign operations. In the Consolidated Accounts, these are considered as hedges of net investment in non-integral foreign operations and are recognized directly in shareholder’s fund.

Outlook

According to Nasscom Strategic Review 2014, IT- BPM exports are estimated to cross USD 86 billion in FY 2014, growing at 13 per cent. The ability of the industry to suggest solutions that customers need, in addition to offer what they want has been a crucial factor in the rise. While US continues to be the largest geographic market for India, accounting for 62 percent, the highlight for the year was revival in demand from Europe, which grew at 14 per cent in FY 2014. BFSI continues to be the largest vertical segment accounting 41 per cent of industry exports; however emerging verticals such as Retail, Healthcare and Utilities are estimated to grow faster.

IT Services is expected to grow at 14.3 per cent in FY 2014, ER & D exports are estimated to grow by an estimated 11.1 per cent in FY 2014 driven by domain – specific solutions focusing on convergence customization, efficiencies and localization. BPM services growth could be at 11.9 per cent in FY 2014 boosted by demand from selected customers reverting to Outsourcing Business Process, especially from the BFSI, Automotive and Retail sectors. Software Products growth of 9.5 per cent due to increased demand for vertical- specific and SMAC- based solutions. With the advent of Cloud, the next big opportunity in India’s 47 million SMBs – who are able to rapidly bridging the technology adoption gap as they seek to accelerate growth, and increase competitiveness.

Merger

Pursuant to Sections 391 to 394 of the Companies Act, 1956, and approval by the Honorable High Court of Karnataka of the Scheme of Arrangement, Wipro Energy IT Services India Pvt Limited and Wipro Technology Services Limited, the two subsidiary companies merged with Wipro Limited and the merger is effective on April 9, 2014 with effect from Appointed date of April 1, 2013.

Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, has granted a general exemption under section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary. In compliance with the exemption granted, we have presented in pages 180 to 181summary financial information for each subsidiary.

The detailed financial statements and audit reports of each of the subsidiaries are available for inspection at the registered office of the Company during office hours between 11 am to 1 pm and upon written request from a shareholder, your Company will arrange to send the financial statements of subsidiary companies to the said shareholder.

Consolidated Results

Our Sales for the current year grew by 17 % to Rs 453,457 million and our Profit for the year was Rs 79,471 million, recording an increase of 29 % over the previous year.

Dividend

Your Directors recommend a final Dividend of 250% (Rs 5/- per equity share of face value Rs 2/- each) to be appropriated from the Profits of the year 2013-14, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations. During the year 2013-14, unclaimed dividend pertaining to interim dividend of 2006-07 of Rs 63,83,635/- was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001.

Interim Dividend

Pursuant to the approval of Board of Directors on January 17, 2014, your Company had distributed an interim dividend of

Rs 3/- per share, of face value of Rs 2/- each, to shareholders, who were on the Register of Members of the Company as at closing hours of January 23, 2014, being the record date fixed by the Board of Directors for this purpose.

Investments in direct subsidiaries

During the year under review, your Company had invested an aggregate of USD 114 Mn as equity in its direct subsidiaries. Apart from this, your Company had funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other means.

Research and Development

Requirement under Rule 2 of Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding Technical Absorption and Research and Development in Form B is given in Page 43 of the Annual Report, to the extent applicable.

Corporate Governance & Corporate Social Responsibility

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. Your Company’s governance practices are described separately in Pages 54 to 83 of this annual report. Your Company has obtained a certification from V. Sreedharan & Associates, Company Secretaries on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. This certificate is given in Page 83.

With a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs, Government of India has incorporated certain provisions in the Companies Act, 2013. The Ministry of Corporate Affairs has also issued National Voluntary Guidelines for the Social, Environmental and Economic Responsibilities of Business 2011 for adoption by companies. The Guidelines broadly outline governance based on Ethics, Transparency and Accountability, Goods and Services that contribute to sustainability, promote well being of employees, respect the interest of disadvantaged, vulnerable and marginalized groups of stakeholders, promotion of Human Rights, protect and restore environment, supporting inclusive growth and equitable development and provide value to our customers.

Corporate Social Responsibility initiatives are provided in the Business Responsibility Report Pages 84 to 106.

Personnel

The particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employee) Rules, 1975 as amended is reported in Pages 45 to 50 provided as annexure ‘A’ to this report.

Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans

Summary information on stock options program of the Company is provided as Annexure B of this report. The information is being provided in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended. No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Foreign Exchange Earnings and Outgoings

During the year, your Company has earned Foreign Exchange of Rs 344,688 million and the outgoings in Foreign Exchange were Rs 147,897 million, including outgoings on materials imported and dividend.

Conservation of Energy

The Company has taken several steps to conserve energy through its "Sustainability" initiatives as disclosed separately as part of this Annual Report. The information on Conservation of Energy as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on Conservation of Energy is not applicable to the business segments which we operate. However, as part of Business Responsibility Report in Pages 84 to 106, we had given details of steps taken in the area of Energy Conservation and other Sustainability Intiatives.

Directors: Appointment / Re-appointment

Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on July 23, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the annexure to the Notice convening the Annual General Meeting.

Group

The names of the Promoters and entities comprising "group" (and their shareholding) as defined under the Competition Act 2002 for the purposes of Section 3(1)(e)(i) of SEBI (Substantial

Acquisition of Shares and Takeover) Regulations, 1997 include the following, in addition to other companies that may be forming part of the "group" :

Sl. Name of the shareholder No. of Shares as on March 31, 2014
1 Azim Hasham Premji 93,405,100
2 Yasmeen A. Premji 1,062,666
3 Rishad Azim Premji 686,666
4 Tariq Azim Premji 265,000
5 Napean Trading and Investment Company Pvt. Ltd. 187,666
6 Vidya Investment and Trading Company Pvt. Ltd. 187,666
7 Regal Investments and Trading Company Pvt. Ltd. 187,666
8 Azim Premji Foundation (I) Pvt. Ltd. 10,843,333
9 Mr Azim Hasham Premji Partner Representing Prazim Traders 452,906,791
10 Mr Azim Hasham Premji Partner Representing Zash Traders 451,619,790
11 Mr Azim Hasham Premji Partner Representing Hasham Traders 370,956,000
12 Azim Premji Trust (Held By Trustees of The Trust) 429,714,120
13 Azim Premji Trustee Company Private Limited NIL
14 Azim Premji Foundation For Development NIL
15 Azim Premji Foundation NIL
16 Azim Premji Trust Services Private Limited Nil
17 Azim Premji Safe Deposit Private Limited Nil
18 Wipro Enterprises Limited (formerly known as Azim Premji Custodial Services Limited) Nil
Total 1,812,022,464

Management’s Discussion and Analysis Report

The Management’s Discussion and Analysis on Company’s performance – industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented from Pages 24 to 40 of this Annual Report.

Re-appointment of Statutory Auditor

The auditors, M/s. BSR & Co LLP (Regd. No. 101248W) Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

Cost Audit Report

The Cost Audit report for the year ended March 31, 2013 was due on September 30, 2013 and was _led by M/s PSV and Associates, the Cost Auditor, on September 30, 2013.

M/s PSV and Associates has been appointed as Cost Auditor for the financial year ended March 31, 2014, for the Cost Audit, if applicable for the year.

Fixed Deposits

Your Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.

Green Initiatives in Corporate Governance

In line with the changes in law permitting companies to send electronic copies of Annual Report, notices, quarterly results, intimation about dividend etc., to the e-mail IDs of shareholders, we have arranged to send the soft copies of these documents to the e-mail IDs of shareholders available with us or our depositories. In case any of the shareholder would like to receive physical copies of these documents, the same shall be forwarded on written request to the Registrars M/s. Karvy Computer Share Private Limited.

Directors’ Responsibility Statement

On behalf of the Directors, we confirm that as required under Section 217 (2AA) of the Companies Act, 1956.

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same;

b) We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of Affairs of the Company at the end of the financial year and of the Profits of the Company for the period;

c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) We have prepared the annual accounts on a going concern basis.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and Associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the IT services industry.

For and on behalf of the Board of Directors
Azim H. Premji
Bangalore, June 25, 2014 Chairman

Form B

Wipro’s R&D Activities: 2013–14

Wipro’s R&D continues to focus on incubating and strengthening our portfolio of IT services across multiple new and emerging technology areas. This is driven with an agenda through its focus on investing in developing solutions and services around defined Advanced Technology Themes (Next Gen Devices and Solutions, Next Gen Infrastructure, Intelligence Augmentation, Immersive Experience, Smart Systems & M2M (Machine to Machine) and Ubiquitous Enterprise). These solutions are taken to customers through a co-innovation model. Your Company also continues its efforts in building out portfolio in Cloud, Mobility Technology and Software Engineering Tools and Methodologies space.

Next Generation Devices and Solutions

Next Gen Devices team is working on wearable, intelligent, connected devices with backend cloud, Analytics to enable mobile Health, remote Worker safety, Security. Some of the solutions that have been pioneered by the group are detailed below:

Assure health

Your Company started delivering maternity monitoring services for hospitals and physicians in India. The service offers end users ability to monitor fetal heart rate, maternal heart rate, uterine activity and maternal movement at the convenience of their homes with advanced wireless cardiotocography solutions. Your Company has invested in creating IP assets and integrated them to deliver the near real time diagnostic data to physicians on their Mobile phones/ tablets which they can view and provide consultation based on diagnostic data.

Mother and Infant Care Application:

The Mother Infant Care System is an ICT intervention designed to provide effective tools for registering, scheduling, tracking and ensuring care is given by medical personnel to the expectant mother and Child. This tablet based application also ensures that the medical personnel in the _eld are able to administer the care regime in an effective manner. The Medical Personnel responsible for meeting NRHM goals of MMR and IMR are provided ICT based interventions for viewing MIS information and also for receiving alerts on certain events pertaining to mother and infants.

As part of an extensive Pilot project in Rural Karnataka, a pilot of the maternal care solutions including the Mother Infant Care System and Fetal Monitoring solution was conducted during the period January – March 2014. About 50 expectant mothers were registered and their ANC’s (Ante Natal Care) recorded using the tablet based application. Also about 50 pregnant women in the last trimester of pregnancy were subjected to tests using the fetal monitoring solution.

Next Generation Infrastructure

Your Company built IP assets to gain intelligence out of the machine logs for infrastructure and security management. Using advanced big data analytics your Company helped banks, telecom clients to better secure their network infrastructure and monitor them in near real time providing high levels of security for the clients. Under this theme, we are experimenting with many new technologies that are being developed to manage and deliver value from enterprise infrastructure using agile, adaptable and secure practices and processes.

Intelligence Augmentation

Your Company has developed solutions using semantic technologies, machine learning, pattern recognition and advance to provide solutions that add valuable context and intelligence to enterprises in almost real time. For e.g., your

Company used social media analytics IP and expertise to deliver weekly customer feedback on consumer products for a leading multinational gaming company. Social media feeds were analyzed using advanced machine learning algorithms and text analytics to help their product development teams on areas to improve the product. Your Company has got a pilot project from an insurance leader in India to help them increase the retention rate for insurance renewal for their clients using social media IP asset developed by your Company.

Immersive Experience technologies

This theme has a focus in creating rich user experiences that fundamentally changes how people communicate, collaborate, transact and socialize utilizing new technologies to deliver intuitive, natural and interactive business processes. A number of solutions and services have been developed that integrate the best of interaction technologies. These immersive technologies are used to showcase solutions in our state of the art Technovation Center established precisely to enable customers to appreciate the power and reach of such technologies.

Smart Systems and Machine to Machine (M2M) technologies

Your Company delivered Connected Service Transformation [CST] by, enabling the client machines in _eld to capture and communicate vital data pertaining to health, usage, performance and security. Wipro continued to build advanced analytical models on preventive maintenance, wear and tear prediction, warranty fraud detection, dealer performance and spare part inventory management.

Next Gen Ubiquitous Enterprise (NGUE) technologies

Your Company has invested in building a Framework which would enable contextual and personalized information and services delivery to all the stakeholders of an Enterprise. NGUE provides umbrella of services which include, omnichannel access, gamified applications, smart assistance to address demand of ‘Extended’, ‘Experiential’, ‘Agile’ and ‘Always On’ Enterprise. NGUE brings in the intersection of technologies like Big-Data, Analytics, NoSQL, Semantics, Sensor integration, Immersive user experience to deliver smartness to existing enterprise applications.

Innovating for and with our customers

Your Company has set up a state of the art technology innovation and demonstration center – the Technovation Center - in Bangalore which was visited by more than 400 customers during the last year. Through the Technovation center, the CTO Office incubated a new service offering to deliver future of business innovations to customers in an agile fail-fast succeed-early model. The key elements required for innovation the lab infrastructure, technology accelerators, multidisciplinary teams have been brought together at the Technovation Center to offer the service. The innovations showcased here have established our thought leadership and has achieved uniformly high ratings for the innovation showcase.

IP and Patents

In FY 2013-14, your Company has significantly improved and strengthened our IP portfolio. Your Company has applied for 118 new patents. These applications cover invention disclosures in various exciting and emerging technology and domain areas such as data management, image and pattern recognition and analytics, computing techniques , methods and algorithms in various domains such as Telecom, IT Infra Management, Consumer Electronics, Energy Management, Automobile-IT, among others. In Financial Year 2013-14, your Company has been granted 10 new patents against our existing patent applications.

Annexure A

Particulars of Employees forming part of the Directors’ Report for the year ended March 31, 2014 - Information pursuant to Section 217(2A)(b)(ii) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules,1975.

Sl Name of the Employee "Date of Joining dd/mm/yyyy" Remuneration(Rs) Qualification Age Experience Last Employment Designation
1 Abhijit Bhaduri 1-Oct-09 14,863,825 LL.B, MBA 53 29 Microsoft Corp Chief Learning Officer & Head - CHRD
2 Achuthan Nair 29-Apr-91 11,786,189 BE, PGDBM 48 26 Hindustan Petroleum Sr.Vice President & BU Head --Global Managed Services, GIS
3 Alexis Samuel 15-Apr-98 9,990,721 BE, AMP (HBS) 46 24 Eveready industries (Union Carbide) Chief Risk Officer and Head-Business Process Excellence
4 Alok Bansal 7-Nov-12 6,439,516 MBA 43 17 TCS General Manager
5 Amitava Sharma 17-May-99 8,405,735 BE, MBA 46 23 Pricewaterhouse Coop Vice - President
6 Angan Arun Guha 3-Jan-94 8,602,694 BE 45 22 DECIBELLS ELECTRONIC Vice President
7 Anil K Jain 10-Apr-89 13,104,791 BE,MBA 50 24 ORG Systems Sr. Vice President & Business Head- Global Communic
8 Anil Raibagi 16-Oct-02 7,186,604 MBA 44 22 IBM Vice President and Head - M & A
9 Ankush Koratkar 7-Nov-12 6,071,232 B tech 43 20 IndiaMart CES BU Head - GMT & HLS
10 Anuj Bhalla 15-May-96 8,167,424 BE, MBA, 43 18 First Employment Vice President & Global BU Head- Product,System Integration and Maintenance Service
11 Anurag Seth 3-May-90 7,321,589 BE,PGDBM Information Management 47 24 First Employment Vice President & SDH -AIM
12 Anurag Shrivastava 15-Jul-11 6,239,645 BE 45 23 R e l i a n c e Communications Ltd General Manager
13 Arjun Ramaraju 8-Nov-94 6,486,791 BE 41 19 First Employment Vice - President
14 Arun Krishnamurthi 23-Aug-99 6,040,083 MCA Computer Science 44 21 Patni Computers Vice - President - - Utilities - - Utilities
15 Ashok Tripathy 17-May-93 8,122,213 BE, MBA 45 21 BHEL Vice-President & Functional Head ,-Global Strategic Hiring
16 Atul Kapoor 29-May-06 6,223,334 BE , MTech, PGDBM 46 23 BSNL General Manager - Information Systems
17 Ayaskant Sarangi 3-Dec-12 10,573,042 PGDBM 40 16 GE VICE PRESIDENT
18 Azim H Premji 17-Aug-66 102,431,219 General Engineering, Stanford. 68 47 First Employment Chairman - Wipro Ltd
19 Bhanumurthy B M 3-Sep-92 20,312,716 Btech, PGDM 50 27 CMC Limited Chief Executive- Business Application Services
20 Biplab Adhya 4-Oct-10 8,123,021 B. Tech (Hons), PGDM 43 19 Genpact Vice President
21 Dayapatra Nevatia 15-Feb-93 8,588,503 BTech,MTech 45 21 First Employment Vice President and Global Delivery Head -ENU
22 Deepak Jain 21-Mar-86 14,892,950 BE 49 27 Raba Contel .P. Ltd Sr. Vice President and Head for Internal Audit
23 Devender Malhotra 23-Aug-02 6,967,141 BE, PGD(Marketing & 42 19 GE- India Business Centre Vice President and Chief Quality Officer
24 Dinakar Kini 2-Apr-12 6,287,152 PGDIE 52 27 Oracle Financial Services Software Ltd General Manager
25 Dipak Kumar Bohra 14-Jun-02 8,881,629 B Com, HSC, CA, ICWAI 41 17 Aditya Birla Group Vice President & Global Head - Controllership
26 Dr. Srinivasa Raghava Vegi 26-Jul-02 6,045,923 BTech, MTech, PhD 50 26 Systech Solutions In Vice President
27 Dr.Anurag Srivastava 15-Dec-00 14,978,540 BTech,MTech,PHD 47 22 Evizeon-Apar Infotech Chief Technology Officer
28 Gaurav Chadha 15-May-96 8,136,237 BE, PG Diploma 40 18 First Employment Vice President & Business Head - Total Outsourcing
29 Gaurav Dhall 8-Aug-11 6,201,195 BE, GLP-INSEAD 42 21 Ness Technologies General Manager
30 Gopalan Narasimhan 2-Apr-12 6,105,836 PGDBM 50 27 Oracle Financial Services Soft General Manager
31 Guha Patra P S 4-Jun-88 10,101,696 BE 48 26 First Employment Senior Vice President & Head - Corporate Affairs
32 Gururaj L 5-Sep-94 6,489,086 BSC, MSC 47 23 BAe HAL P LTD Vice President
33 Hari Kishan Burle 15-Mar-94 6,735,331 BTech, MTech 42 20 First employment Vice President , Enterprise Architecture, BAS
34 Hari Menon 27-Jun-94 8,306,090 MCA, B.Sc 44 20 SONATA Vice President & Global head- Industrial Manufacturing Vertical
35 Hariprasad Hegde 1-Jan-05 9,736,039 B . S c , B Te c h , P G Diploma 52 30 Satyam Computer Services Limited Senior Vice President-Operations
36 Harsh Bhatia 7-Nov-02 10,495,898 SSC, B.Sc 48 26 Daksh Vice President - Operations
37 Hoshedar Contractor 12-Aug-02 10,772,425 B Com. 53 29 KLM/NW Airlines Vice President - Operations
38 Inderpreet Sawhney 28-Oct-11 19,091,933 B.A.(Hons), LL.B, LL.M 49 22 The Chugh Firm Senior Vice President & General Counsel
39 Jatin Pravinchandra Dalal 1-Jul-02 12,889,833 BE, PGDBA, CA, CMA (UK) 39 15 GE India Chief Financial Officer-IT Business
40 Jayakrishnan S 12-Jan-98 9,334,175 BTe c h (Co m p u t e r Engineering) 44 22 Tata Consultancy Services Vice President & Global Head - BC3
41 Jayant Jambotkar 21-Jan-09 7,017,443 BE, MBA 58 17 Citibank General Manager
42 Jayanta Dey 13-Oct-88 7,258,828 BE (Hons), MBA 48 25 First Employment Vice President
43 Jyotirmay Datta 4-Aug-95 6,857,595 MSc (APPLGEO) 49 18 Fujitsu ICIM Vice President-Medical Devices & Services
44 Kamal Sharad Shah 23-Apr-12 8,267,661 MBA, 39 14 Thomson Reuters General Manager
45 Kesava Moorthy G 25-Oct-99 7,435,629 BE 51 25 EAGLESTAR INTL UK Vice President
46 Keyur Maniar 12-Mar-07 11,287,337 BE, MBA 44 20 Capital One Financial Vice President
47 Kiran K Desai 21-Sep-98 7,682,808 BE, PG Diploma 49 27 Unicorp Industries Vice President & BU Head --Managed Services, India & ME, GIS
48 Krishnakumar N 5-Sep-94 7,764,547 B.Sc, MSc (Computer Science) 46 22 DRDO Vice President-SOA & Web Services
49 Kumudha Sridharan 31-May-95 8,097,337 BE 50 27 ITI Ltd. Vice - President-Testing Services
50 Kurien T K 11-Feb-00 65,731,368 B Com, C A 55 31 Wipro GE CEO and Executive Director
51 Manoj K Jaiswal 8-Jun-98 8,591,952 B.Com, ACA 39 19 Price Waterhouse Vice President
52 Mohan R 2-Apr-94 6,055,588 BE, MBA 46 23 ORG Systems General Manager & Business Head - Enterprise-Application Services, India & Middle East
53 Mohd Ehteshamul Haque 4-Oct-10 6,001,696 BE (Electrical), MBA 42 18 Genpact Vice President
54 Nanda Kishore N 1-Aug-94 6,341,174 BE, PGDS 42 20 HYPERMEDIA INFO SYST Vice President
55 Narayan P S 12-Jun-95 6,722,711 BE, MBA 49 22 Asian Paints (I) Pvt Ltd Vice President
56 Neeraj Kumar 14-Jun-07 6,108,542 BA, PGDM 46 23 Reliance Retail General Manager-Human Resources
57 Nithya Ramkumar 4-Jul-91 6,810,455 Btech 43 22 First employment Vice President-Process Platform Group
58 P Srinivasa Rao 2-May-94 7,348,078 BE, Mtech, PGSM 45 22 TISCO Vice President-BTS(ES) BIIM-R&U Practice
59 Padmanabhan A 13-Nov-97 8,435,071 LL.B 51 32 Reliance Industries D y.G eneral Counsel & Head of Compliance,-DR & Outbound Contracts
60 Pandurang Desai 12-Jul-89 7,373,664 AMIE,LEE (Telecom Engg) 50 27 Uptron India Ltd Business Head-Media and Telecom, India and Middle-East Region
61 Prasad V Bhatt 2-Mar-89 8,854,903 BE, M.Tech (Electrical) 49 25 ORG Systems Vice - President-PES
62 Prasanna Gamma Kali 2-Dec-99 17,163,965 BTech, PGD 54 31 Microland ltd Chief Executive- Infrastructure Services & Product Engineering Ser
63 Prashant Kulkarni 4-Aug-05 7,716,038 BE 48 24 24 x 7 Customer Vice President
64 Pratik Kumar 4-Nov-91 26,520,337 B.A (Hons.), PGDM, XLRI 48 26 TVS Electronics Limited Executive Vice President - Human Resources
65 Puneet Chandra 1-Sep-00 12,074,086 BA (Hons) Economics, ACA 52 30 CYGNET SYSTEMS Vice President
66 Raghunandan C B 13-Nov-86 6,284,757 PG Diploma (Material Management) 54 27 Mac Millan India Limited Vice President
67 Raja Ukil 15-Jul-02 7,973,394 BE 45 18 Pricewaterhouse Coop Chief Information Officer
68 Rajan Kohli 15-May-95 14,166,670 BE (E & C), PGDM (Marketing & Finance) 42 19 First Employment Senior Vice President & Head -Banking & Financial
69 Rajat Mathur 15-Nov-85 16,355,429 BE,MBA 53 27 Horizon Mktg & Serv Chief Sales and Operations Officer- Growth Markets
70 Rajeev Mendiratta 23-Aug-02 9,482,457 BTech 40 19 GE India VP & Head-Work Force Planning & Development
71 Rajesh Ram Mishra 6-May-88 6,940,601 BTech,Mtech, MBA 51 28 International Sw Ind Vice - President-PES
72 Rajiv H K 22-Jul-96 7,574,070 BE 46 22 PSI DATA SYSTEMS Vice President-Delivery Head, Insurance
73 Ramesh Nagarajan 25-Jan-91 12,678,906 ME 48 25 First Employment Senior Vice President & COO, GIS
74 Ravi Tadepalli 6-Feb-13 6,414,931 Mtech 43 18 VIT consultancy PVT Ltd General Manager
75 Rishad Premji 20-Jul-07 10,655,384 B.A, MBA 37 15 BAIN & CO Chief Strategy Officer - IT Business
76 Rohit Adlakha 30-May-95 6,873,919 BE 40 18 First employment Vice President & Business Head-GIS - Growth Markets
77 Sandeep Kumar 20-Feb-06 8,233,183 B Com, MBA 50 25 HCL _deutsche bank Vice President
78 Sangita Singh 1-Aug-92 18,159,062 BE 44 21 HCL Limited Chief Executive- Healthcare and Life Science
79 Sanjesh K Gupta 4-Dec-84 7,604,981 Diploma, AMIE Elec. & Communication. 50 29 Televista Electronics – Computer Division Vice - President
80 Sanjiv K R 16-Nov-88 17,980,232 MMS 50 26 Dcm Data Products Senior Vice President-Analytics and Information Management
81 Santhosh G Nair 30-Apr-90 11,217,361 Btech, PGDM 48 24 First employment Vice President & Global Business Head - BFSI Risk & Compliance Solutions
82 Satish Subramaniam 7-Jun-12 13,219,967 MCA 46 23 NTT Data Vice President
83 Satishchandra Doreswamy 25-Jan-12 14,920,308 BE 47 24 TCS Chief Business Operations Officer
84 Satyaki Banerjee 3-Apr-03 6,304,754 BA, LL.B 42 20 Practicing Lawyer Dy. General Counsel
85 Saurabh Govil 11-May-09 19,331,278 B Sc, PGDM-PM&IR 46 25 GE Senior Vice President - Human Resources
86 Sharada Nanda Kumar 8-Nov-10 7,680,173 B.Sc, PGDCSM 48 26 Amdocs Vice President
87 Siby Abraham 16-Feb-87 9,683,503 Btech, MTech 50 27 First Employment Vice President- Global Transformation
88 Sivakumar Periasamy 7-Nov-11 7,813,014 BE 45 22 MICROSOFT INDIA Vice President & Chief Procurement Officer
89 Soumitro Ghosh 26-Nov-88 21,228,782 BTech,MBA 54 30 Blue Star Ltd Chief Executive- Wipro Infotech
90 Srinivas Pallia 1-Feb-92 19,512,972 BTech,Mtech 47 22 First Employment Chief Executive- Retail, Consumer Goods, Travel and Government
91 Srinivas Rao R 27-May-96 6,790,687 B.Sc, MCA 50 26 RIYAM COMPUTER SER Vice President - Business Platforms Group
92 Srinivasan G 21-Nov-94 6,517,992 B Com, ICWA, ACS 47 25 Coats Viyella Ltd Vice President
93 Srinivasan G 14-Apr-99 6,271,288 BE 44 23 Indchem Electronics Vice President
94 Srinivasan P V 6-Feb-97 20,423,047 C A 54 29 Sundaram Fasteners Ltd Senior Vice President - Corporate Taxation
95 S r i r a m T a n j o r e Vaithianatha 26-May-10 10,059,656 P G D M G e n e r a Management l 44 23 Bharti Airtel Ltd Vice President & BU Head - Telecom Network Service
96 Subhash Khare 3-Oct-90 6,891,286 BE 53 31 Telco Vice President-Human Resources
97 Subhasish Biswas 2-May-06 6,535,938 BE, PGDM 45 20 Mphasis BPO Services Head-Business Excellence,WBPO
98 Subrahmanyam P 8-Nov-83 10,986,864 B.Sc, MSc, Mphil 53 29 First Employment Senior Vice President-Telecom
99 Subramanian K 19-Aug-96 7,835,703 B.Sc, ACA,ICWA 49 24 MADRAS CEMENTS LTD Vice President
100 Subramanian L 3-Aug-92 6,617,540 B.Sc, ME 46 21 First Employment Vice - President
101 Suhrid Brahma 23-Jan-13 6,502,491 MBA 43 19 AMS - Oracle Practice Leader Vice President,
102 Sujatha Visweswara 4-May-98 6,474,755 BE, Mtech 48 21 ALIT Vice President
103 Sunita Cherian 4-Nov-96 6,829,252 BTech, PGDBA 40 17 First Employment VICE PRESIDENT-Human Resources
104 Suprio Sengupta 1-Aug-08 10,912,654 BE, PGDM 49 25 Microsoft Corp Vice President & Global Delivery Head , GIS & ISD
105 Suresh B 22-May-89 8,741,559 BE, ME 50 27 AF Ferguson & Co VP - Application Suppor t & Maintenance
106 Suresh C Senapaty 10-Apr-80 31,309,160 B Com, FCA 57 33 Lovelock & Lewis Executive Director & CFO
107 Syed Mansoor Ahmad 9-Dec-91 7,894,240 BE 45 23 IDM Vice President-Energy Management & Green IT
108 Vaibhav S Gomkale 15-Feb-99 6,289,815 BE (Mechanical), MBA 42 21 Mahindra and Mahindra Ltd., General Manager
109 Vasudevan A 31-Mar-86 11,809,991 BE, MTech 52 28 First Employment Vice President
110 Venkat Sriramagiri 21-Jan-09 6,816,808 Btech, ME 43 21 Polaris Software Technology General Manager
111 Vijay Sharma 26-Mar-12 7,601,266 PGDM 56 32 Oracle Financial Services Software Vice President
112 Vinod Kumar T V 13-Jan-88 8,457,741 B.Sc, M.Sc 53 28 Usha Microprocessors Vice President & SDH - Mfg & Hi Tech
113 Vishwas Deep 1-Mar-92 7,034,392 BE (Mechanical) , MTech INDMGT 45 22 First Employment Vice President -Delivery & Operations Head,Citigro
114 Vishwas Santurkar 6-Nov-91 8,700,953 BE (Mechanical) 51 29 Unicad Technologies Vice President & Head - Talent Transformation
115 Amit Jain 15-Jul-13 4,254,355 BE 35 12 Texas Instruments india pvt ltd Senior Manager
116 Anand Sankaran 26-Jun-89 13,494,979 BE 46 24 Pertech Computers Sr. VP and BU Head, Wipro Infotech & GIS
117 Anurag Mehrotra 2-Jan-01 2,390,993 BE 51 27 Informix Internation Vice President and Head Client Relationship Group
118 Aravind Kashyap 1-Jul-13 4,624,975 MBA-IB 42 22 HCL Techologies General Manager
119 Aruna S Krishnan 26-Oct-98 608,881 BA, MA, MBA-PMIR 44 18 United Television GM - Corporate HRD
120 B. Krishna Kumar 23-May-06 1,563,072 BCOM, ACA 48 24 ABN AMRO General Manager
121 Balagiridhar M 22-Dec-82 3,036,801 BE 58 37 BEL Vice - President-Wividus Operations
122 Balajee S 15-Apr-13 7,217,167 BE 44 21 Texas Instruments India Vice President
123 Duraivel A G 13-Nov-91 1,090,392 DIP E C,M.S. 41 22 MURUGAPPA ELEC General Manager & Practice Delivery Head - - BFSI- - BFSI, GIS
124 Durga Prasad Yenigalla 4-May-92 6,545,975 BE 47 23 NGDA Computers Vice President & Head - Business Operations
125 Geetha Anantharaman 17-Feb-06 6,218,546 B Com, ACA 47 24 E Serve Vice President - Operations
126 Mahesh V 7-Dec-92 2,257,465 Btech 47 26 TVSE General Manager-Innovation Center
127 Murugesan V 19-Aug-96 896,325 ICWA 46 21 M/s.Venkat Associate General Manager-Business Finance
128 Narayan Mani 20-Feb-06 1,734,635 ECO, PL SC 44 21 Progeon General Manager - Ops
129 Papiya Sarkar 1-Nov-00 2,020,624 BA, MA 42 18 IDLX Technology GM Operations HRO
130 Pramod Idiculla 1-Dec-94 4,787,038 BTe c h (Co m p u t e r Science), PGDBA 45 24 TVS Electronics Limited Vice President-Strategy & M&A
131 Rajendra Ambekar 1-Oct-13 5,565,868 B.Com PGDPM & IR 45 20 Maersk Line Vice President
132 Ranjit Khompi 22-Jan-07 1,086,018 B.Sc 40 18 NIS Sparta Ltd Associate Vice President
133 Ravi Kiran Vadapally 28-Aug-06 4,257,065 B.Com, ACA 37 16 ADP Pvt. Ltd Chief Risk Officer & Ombudsperson
134 Ravi Sankaran R 18-Mar-91 2,296,023 M.Sc, MBA 50 25 INDIAN METALS General Manager
135 Richa Tripathi 1-Mar-01 3,892,515 MBA 47 22 Dusk Valley Technology VICE PRESIDENT
136 Sandeep Bhatnagar 25-Sep-06 1,031,947 MSc. 48 25 HCL Technologies Vice President & BU Head - GMT,GIS
137 Sanjeev Bhatia 24-May-05 9,705,375 BA 50 23 Igate Global Solutions Vice President - Operations
138 Santhosh Ayyapath 31-Mar-03 1,870,624 BSC, MD 44 24 NIIT General Manager
139 Sarada Srinivas 5-Dec-07 2,819,764 BE, PGDM 43 20 Summit HR Worldwide Head - HRO
140 Satish Srinivasan 8-Aug-96 4,592,599 B.Com, ACA 41 17 First Employment VICE PRESIDENT - BUSINESS FINANCE-FP&A FS& BTS-FS
141 Sonika Iqbal 21-Mar-12 881,740 B.Com 43 24 Aegis Limited General Manager
142 Srijit Rajappan 16-Aug-02 5,317,169 B Com, Diploma 47 24 Stream Tracmail Vice President - Operations
143 Sunil Thumma 6-Jul-91 2,677,292 BE, Mtech 45 22 First employment General Manager-Microsoft
144 Supriti Bhandary 18-May-95 2,293,662 BBM, MBA 40 19 First Employment Vice - President
145 Tapan D Bhat 2-Nov-89 7,466,065 BE, MBA 47 25 Tata Unisys Ltd Vice President & Business Head-India and Middle East
146 Velayutham R 1-May-13 6,867,650 BSC, Diploma 50 13 NSN Senior Manager (BI/IM)
147 Vidya Shankar Vittala 28-Aug-00 957,868 BE 40 18 L&T Information Technology Limited General Manager - Client Solutions
148 Vijayasimha Alilughatta 28-Feb-14 4,733,969 BE 40 18 Infosys Vice President
149 Viswanathan Ramaswamy 6-Feb-14 948,625 Mtech 47 27 Vodafone India Ltd Vice President

Notes:

1. Remuneration comprises of salary, commission, performance based payments, allowance, medical, perquisite and company’s contribution to PF and super-annuation.

2. Rishad Premji, who is in the employment of the Company, is a relative of the Chairman and Managing Director as per the definition of "relative" under the Companies Act, 1956.

3. The nature of employment is contractual in all the above cases.

4. In terms of the Notification dated March 31, 2011 dated by Ministry of Corporate Affairs, employees posted and working in a country outside India, not being Directors or their relatives have not been included in the above statement.

5. None of the employees except the Chairman holds 2% or more of the paid up equity share capital of the Company

Annexure B

DISCLOSURE IN COMPLIANCE WITH THE CLAUSE 12 OF THE SEBI (EMPLOYEE STOCK OPTION SCHEME) AND (EMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES 1999, AS AMENDED FOR THE YEAR ENDED MARCH 31, 2014

Sl. No. Description WESOP 1999 WESOP 2000 ADS 2000 Stock Option Plan Wipro restricted Stock Unit Plan 2004 Wipro restricted Stock Unit Plan 2005 ADS Restricted Stock Unit Plan 2004 Wipro restricted Stock Unit Plan 2007
1 Total Number of options under the Plan 56,060,606 (Adjusted for the issue of bonus shares of the year 2004, 2005, 2010 and for additional numbers of the stock options pursuant to Scheme of Demerger) 280,303,030 (Adjusted for the issue of bonus shares of the year 2004, 2005, 2010 and for additional numbers of the stock options pursuant to Scheme of Demerger) 16,818,182 (representing 16,818,182 underlying equity shares) (Adjusted for the issue of bonus shares of the year 2004, 2005, 2010 and for additional numbers of the stock options pursuant to Scheme of Demerger) 22,424,242 (Adjusted for the issue of bonus shares of the year 2004, 2005, 2010 and for additional numbers of the stock options pursuant to Scheme of Demerger) 22,424,242 (Adjusted for the issue of bonus shares of the year 2004, 2005, 2010 and for additional numbers of the stock options pursuant to Scheme of Demerger) 22,424,242 ADS representing 22,424,242 underlying equity shares (Adjusted for the issue of bonus shares of the year 2004, 2005, 2010 and for additional numbers of the stock options pursuant to Scheme of Demerger) 18,686,869 (Adjusted for the issue of bonus shares of the year 2010 and for additional numbers of the stock options pursuant to Scheme of Demerger)
2 Options/RSUs grants approved during the year - - - - _ _25,000 5,000
3 Pricing formula Fair market value i.e. the market priceas defined by the Securities and Exchange Board of India Fair market value i.e. the market priceas defined by the Securities and Exchange Board of India Exercise price being not less than 90% of the maret parice on the date of grant Face value of the share Face value of the share Face value of the share Face value of share
4 Options Vested during the year - - - - 748,244 243,367 340,810
5 Options exercised during the year - - - - 2,672,281 272,498 437,764
6 Total number of shares arising as a result of exercise of option (as of March 31, 2014) - - - - 2,672,281 272,498 437,764
7 Options lapsed/forfeited during the year * - - - - 209,486 218,546 345,554
8 Variation of terms of options upto 3/31/2013 - - - - - - -
9 Money realised by exercise of options during the year (Rs) - - - - 5,344,562 544,996 875,528
10 Total number of options in force at the end of the year (granted, vestedand unexercised/unvested and unexercised - - - 1,775,767 2,217,667 2,245,960 3,081,200
11 Employee wise details of options granted to : - - - - - - -
_ i. Senior Management during the year - - - - - - -
_ ii. Senior Management holding 5% - - - - - - -
_ or more of the total number of
_ options granted during the year
a) Senior Management as above - - - - - - -
b) Other employee(s) - - - - - - -
iii. IdentiTed employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant - - - - - - -
12 Diluted Earnings per Share pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 30.01 30.01 30.01 30.01 30.01 30.01 30.01
13 Where the Company has calculated the employees compensation cost using the instrinsic value of the stock opitons, the di^erence between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair vaule of the options. The impact of this di^erence on proTts and on EPS of the Company Not applicable as there were no grants during the year under this Plan Not applicable as there were no grants during the year under this Plan Not applicable as there were no grants during the year under this Plan Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximates the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximates the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximates the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximates the fair value of options
14 Weighted average exercise prices and weighted average fair values of options separately for options whose exercise price either equals or exceeds or is less than the market prices of the stock Not applicable as there were no grants during the year under this Plan Not applicable as there were no grants during the year under this Plan Not applicable as there were no grants during the year under this Plan Exercise price Rs 2/- per option. Fair value Rs 541.20/- as on March 31, 2014 Exercise price Rs 2/- per option. Fair value Rs 541.20/- as on March 31, 2014 Exercise price Rs 2/- per option. Fair value $ 13.35/- as on March 31, 2014 Exercise price Rs 2/- per option. Fair value Rs 541.20/- as on March 31, 2014
15 A description of method and significant assumptions used durng the year to estimate the fair values of options, including the following weighted average information: - - - - - - -
(a) risk free interest rate (b) expected life (c) expected volatility (d) expected dividends and (e) the price fo the underlying share in market at the time of option grant Not applicable as there were no grants during the year under this Plan Not applicable as there were no grants during the year under this Plan Not applicable as there were no grants during the year under this Plan Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximatels the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximatels the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximatels the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximatels the fair value of options

* As per the Plan, Options/RSUs lapse only on termination of the Plan. If an Option/RSU, expires or becomes unexercisable without having been exercised in full, such options shall become available for future grant under the Plan.