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Wipro Ltd Computers - Software - Large
BSE Code
507685
ISIN Demat
INE075A01022
Book Value
95.975602
NSE Symbol
WIPRO
Div & Yield %
0.63
Market Cap (Rs Cr.)
140251.48
P/E
17.14
EPS
16.81
Face Value
2

On behalf of the Board of Directors (the "Board"), it gives me great pleasure to present the 71st Board's Report of your Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2017.

I. Financial Performance

Vide notification dated February 16, 2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards ("Ind AS") to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1, 2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013. The standalone and consolidated financial statements for the financial year ended March 31, 2017, forming part of this Annual Report, have been prepared in accordance with Ind AS with a transition date of April 1, 2015. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements. On a consolidated basis, our sales increased to Rs."550,402 million for the current year as against Rs."512,440 in the previous year, recording a growth of 7.41%. Our net profits declined to Rs. 85,179 million for the current year as against Rs. 89,571 million in the previous year, recording a decline of 4.90%.

On a standalone basis, our sales increased to Rs."456,396 million for the current year as against Rs."446,808 million in the previous year, recording a growth of 2.15%. Our net profits declined to Rs. 81,617 million for the current year as against Rs. 82,005 million in the previous year, recording a decline of 0.47%. Key highlights of financial performance of your Company for the financial year 2016-17 are as follows:

(Rs. in millions)

Standalone

Consolidated

2016-17 2015-16 2016-17 2015-16
Sales and Other 4,86,178 4,73,914 5,79,951 5,39,962
Income
Profit before Tax 1,06,871 1,05,942 1,10,393 1,14,937
Provision for Tax 25,254 23,937 25,214 25,366
Net profit for the year* 81,617 82,005 85,179 89,571
Other comprehensive income for the year 5,154 (2,052) 2,184 2,708
Total comprehensive income for the year* 86,771 79,953 87,363 92,279
Total comprehensive income for the period attributable to:
Minority Interest - - (179) (578)
Equity holders 86,771 79,953 87,184 91,701
Appropriations
Dividend 7,291 29,635 7,249 29,457
Corporate tax on dividend distribution 1,485 6,037 1,485 6,037
EPS
- Basic 33.61 33.38 34.97 36.26
- Diluted 33.51 33.31 34.87 36.19

* Profit for the standalone results is after considering a profit of Rs. 210 million (2016: Loss of Rs. 563 million) relating to changes in fair value of forward contracts designated as hedges of net investment in non-integral foreign operations, translation of foreign currency borrowings and changes in fair value of related cross currency swaps together designated as hedges of net investment in non-integral foreign operations. In the Consolidated Financial Statements, these are considered as hedges of net investment in non-integral foreign operations.

Dividend

Pursuant to regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board approved a Dividend Distribution Policy at its meeting held over October 20-21, 2016. The policy details various considerations based on which the Board may recommend or declare Dividend, current dividend track record, usage of retained earnings for corporate actions, etc. The policy is available on the Company's website at http:// www.wipro.com/investors/corporate-governance/ policies-and-guidelines/.

Pursuant to the approval of the Board on January 25, 2017, your Company paid an Interim Dividend of Rs.2/- per equity share of face value of Rs. 2/- each, to shareholders who were on the register of members as on February 3, 2017, being the record date fixed for this purpose. The Board did not recommend a final Dividend and therefore total Dividend for the year ended March 31, 2017 will be Rs."2/- per equity share of face value of Rs. 2/- each.

During the year 2016-17, unclaimed Dividend for financial year 2008-09 of Rs. 41,75,404/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, equity shares in respect of which dividend has not been claimed for the financial year 2008-09 will be transferred to the IEPF Authority in accordance with the aforesaid rules.

Buyback of Equity Shares

Pursuant to the approval of the Board on April 20, 2016, your Company completed buyback of 4,00,00,000 equity shares in July 2016 for an aggregate amount of Rs. 2500,00,00,000/-, being 1.62% of the total paid up equity share capital, at Rs."625 per equity share. The buyback was made from all existing shareholders of the Company as on May 6, 2016, the record date for the buyback, on a proportionate basis under the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made thereunder. The Board will consider a proposal for another buyback of equity shares of the Company around July 2017.

Issue of Bonus Shares

On April 25, 2017, the Board recommended a proposal for issue of Bonus Equity Shares in the proportion of 1:1, that is 1 (One) bonus equity share of Rs. 2/- each for every 1 (One) fully paid-up equity share held (including ADS holders) as on the record date, subject to approval of the shareholders of the Company through postal ballot. The record date for reckoning eligible shareholders (including ADS holders) entitled to receive bonus shares is June 14, 2017. The bonus issue is likely to be completed on or before June 24, 2017.

Transfer to Reserves

Appropriations to general reserve for the financial year ended March 31, 2017 as per standalone and consolidated financial statements are as under:

(Rs. in millions)
Standalone Consolidated
Net profit for the year 81,617 85,179
Balance of Reserve at the beginning of the year 4,07,316 4,56,507
Transfer to General Reserve - -
Balance of Reserve at the end of the year 4,62,195 5,11,841

Subsidiary Companies

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided from page nos. 262 to 265 of this Annual Report. The statement also provides details of performance and financial position of each of the subsidiaries. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.wipro.com. Further, audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.wipro.com.

During the financial year 2016-17, your Company invested an aggregate of Rs.994 million in its direct subsidiaries. Apart from this, your Company funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements. During the year 2016-17, Wipro Promax Holdings Pty Ltd and Wipro Promax IP Pty Ltd were de-registered and 3D Networks UK Limited was liquidated. Further, Knowledge Infusion LLC was merged with and into Appirio Inc., Harrington Health Services, Inc. was merged with and into HealthPlan Services, Inc., and HealthPlan Holdings, Inc. was merged with and into HPH Holdings Corp.

Share Capital

In order to have adequate capital to accommodate the issue of bonus equity shares, the Board at its meeting held on April 25, 2017 approved increase in authorized capital from Rs. 610,00,00,000/- (Rupees Six Hundred and Ten Crores) to Rs. 1126,50,00,000/- (Rupees One Thousand One Hundred and Twenty Six Crores and Fifty Lakhs) by creation of additional 258,25,00,000 (Two Hundred and Fifty Eight Crores and Twenty Five Lakhs) equity shares of Rs. 2/- (Rupees Two each) and consequent amendment to clause 5 of the Memorandum of Association of the Company. The increase in authorized share capital is subject to approval of the shareholders through postal ballot. During the year 2016-17, the Company allotted 1,87,275 equity shares and transferred 11,01,217 equity shares of Rs. 2/- each pursuant to exercise of stock options. Also, the Company extinguished 4,00,00,000 equity shares consequent to buyback in July 2016. Consequently, the paid-up equity share capital of the Company as at March 31, 2017 stood at Rs. 486,18,01,130/- consisting of 243,09,00,565 equity shares of Rs. 2/- each.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

Particulars of Loans, Advances, Guarantees and Investments

Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

Deposits

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

II. Business

Your Company is one of the leading providers of IT Services globally. It combines the business knowledge and industry expertise of its domain specialists and the technical knowledge and implementation skills of its Delivery team leveraging its Products, Platforms, Partnerships and Solutions in its Development Centers located around the world. Your Company develops and integrates innovative solutions that enable its clients to leverage IT to achieve their business objectives at competitive costs. Your Company uses its quality processes and global talent pool to deliver "time to development" advantages, cost savings and productivity improvements. Your Company's IT Services business provides a range of IT and IT enabled Services which include Digital Strategy Advisory, Customer-Centric Design, Technology Consulting, IT Consulting, Custom Application Design, Development, Re-Engineering and Maintenance, Systems Integration, Package Implementation, Global Infrastructure Services, Analytics Services, Business Process Services, Research and Development and Hardware and Software design to leading enterprises worldwide. The vision for your Company's business is "To earn our Clients' trust and maximize value of their businesses by providing Solutions that integrate deep industry insights, leading technologies and best in class execution". Our ambition for 2020 has set the direction of our strategy.

The markets your Company serves are undergoing rapid changes due to the pace of developments in technology, innovation in business models and changes in the sourcing strategies of clients. Pressures on cost-competitiveness, an uncertain economic environment and immigration restrictions are causing clients to develop newer business models. On the technology front, Digital business has changed the nature of demand for IT Services. Development of Advanced Technologies such as Cloud based Offerings, Big Data Analytics, Mobile

Applications and the emergence of Social Media are shifting the point of decision-making on IT Sourcing within clients' organization from the traditional Chief Information Officer to newer stakeholders such as Chief Marketing Officer, Chief Digital Officer and Chief Risk Officer. These trends on newer business models, emerging technologies and sourcing patterns provides your Company with significant growth opportunities.

Your Company's IT Products segment provides a range of third-party IT Products, which allows it to offer comprehensive IT System Integration Services. These products include Computing, Platforms and Storage, Networking Solutions, Enterprise Information Security and Software Products, including Databases and Operating Systems. Your Company has a diverse range of clients, primarily in the India and Middle East markets from small and medium enterprises to large enterprises in all major industries. Your Company continues to focus on being a system integrator of choice where it provides IT Products as a complement to its IT Services Offerings rather than sell standalone IT Products.

Outlook

According to Strategic Review 2017 of the National Association of Software and Service ("NASSCOM"), in FY17, IT export revenues from India grew by 7.6%, to an estimated $117 billion. NASSCOM projects the Indian Technology & Services industry to reach $200 billion to $225 billion in revenues by 2020 and over $350 billion by 2025, from a base of $154 billion in 2017.

Acquisitions and Investments

Acquisitions are a key enabler for driving your Company's capability to build industry domain, strengthen its presence in emerging technology areas including Digital and Cloud, and increase market footprint in newer markets. Your Company focuses on opportunities where it can further develop its domain expertise, specific skill sets and its global delivery model to maximize service and product enhancements and higher margins. Your Company also uses its acquisition program to increase footprint in certain large customers and pursue select business opportunities. During the year ended March 31, 2017, your Company acquired Appirio Group, a global Cloud Services company that creates next generation worker and customer experiences. In April 2017, your Company acquired Infoserver S.A., a specialized IT Services provider for Banking, Financial Services & Insurance sector in Brazil.

As part of a start-up engagement model, your Company has invested in building world-class partnerships through a US$ 100"million corporate venture capital fund, Wipro Ventures, aimed at investing in cutting edge start-ups in areas such as Digital, Internet of Things, Big Data, Open Source, Cybersecurity, Fintech and Security, Supplier Collaboration Platform and Artificial Intelligence (AI). During the fiscal year ended March 31, 2017, Wipro Ventures has seen strong traction and scale. Currently, there are 9 such investments with a cumulative spend of $ 24.5 million in start-ups working in Big Data and Analytics (Talena, Inc.), Artificial Intelligence (Vicarious FPC, Inc., investments through TLV partners), Internet of Things, (Altizon Systems Private Limited), Mobility (Avaamo Inc.), Supplier Collaboration Platform (Tradeshift Inc.), Fintech and Security (Vectra Networks Inc., Emailage Corp., Inc. and IntSights Cyber Intelligence Limited)- technologies that are reshaping the future of enterprises.

Brand

Your Company is a trusted name in the marketplace, with an enviable history of business success, built on a strong set of values. Today, the shifting sands in the market underscore the need to introspect, self-examine and embrace change. A little over a year ago, your Company embarked on a journey of transformation, with courage and conviction, to shape its future. This journey called for a new visual identity. A visual identity that reflects the promise the Wipro brand makes to its clients - To bring a pioneering, entrepreneurial spirit and an integrated perspective to solve its clients' complex business problems. Your Company unveiled its new brand identity, and the new logo represents the way your Company "connect the dots" for its clients and bring the power of connected insights with a sense of history – now seen through a Digital lens for a digital world. The brand identity embodies the positive energy that each one of us brings both individually and collectively. Along with the new identity, your Company has rearticulated the Spirit of Wipro. Values are an intrinsic part of Wipro and are closely aligned with its brand. Your Company's Brand identity is a visual expression of its core values, the guidepost for its decisions, its culture and what it stands for as an organization.

Your Company's core Values provide its employees with the moral compass to deliver on its brand promise: Be passionate about clients' success, Treat each person with respect, Be global and responsible, and Unyielding integrity in everything we do.

Key Awards and Recognitions

Your Company is one of the most admired and recognized companies in the IT industry. During the year, your Company won several awards and accolades, out of which key recognitions are given below:

Wipro received the Citi Lean Partner award for 2015 in recognition of its high levels of service and performance.

Wipro was recognized with the Best Global Healthcare and Life Sciences IT Consultancy & Outsourcing Company Award 2016 at Global Health and Pharma's 2016 International Life Sciences Awards.

Wipro was positioned as a "Leader" in Everest Group's 2016 PEAK Matrix™ for Independent Testing Services for the second consecutive year.

Wipro was included in the Dow Jones Sustainability Index (DJSI) – World and Emerging Markets for the seventh time in succession.

Wipro won the Teradata Epic Award for ICP Collaborative Revenue category at Teradata Partners Conference & Expo 2016.

Wipro was recognized as the ‘Best Collaboration Partner' by Land Transport Authority (LTA), Singapore at the Land Transport Excellence Awards 2016

Wipro was recognised a Leader for the Third Consecutive Year in Gartner's Magic Quadrant for Application Testing Services, Worldwide

Wipro was rated as the leading player in the ‘Zinnov Zones 2016 Product Engineering Services report' by Zinnov Management Consulting for the seventh consecutive year

Wipro has been recognized with the ‘Challenge the Future 2017 award by Information Services Group (ISG), a leading global technology research and advisory firm.

Wipro was recognized as the 2017 World's Most

Ethical Company for the sixth successive year by the Ethisphere Institute, the global leader in defining and advancing the standards of ethical business practices.

Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations and SEBI circular SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 6, 2017, your Company has adopted salient features of Integrated Reporting prescribed by the International Integrated Reporting Council (‘IIRC') as part of its Management Discussion and Analysis report ("MD&A Report"). The MD&A report, capturing your Company's performance, industry trends and other material changes with respect to your Companies and its subsidiaries, wherever applicable, are presented from page nos. 24 to 64 of this Annual Report. The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by regulation 34 of the Listing Regulations on Business Responsibility Report. Statutory section on Business Responsibility Report is provided from page nos. 319 to 324 to this Annual Report.

III. Governance and Ethics Corporate Governance

Wipro's governance framework is driven by the objective of enhancing long term stakeholder value without compromising on ethical standards and corporate social responsibilities. Corporate governance principles are enshrined in the Spirit of Wipro, which form the core values of Wipro. These guiding principles are also articulated through the Company's code of business conduct, Corporate Governance Guidelines, charter of various subcommittees and disclosure policy.

As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from V. Sreedharan & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided at page no. 129 to this Annual Report.

Board of Directors

Board's Composition and Independence

Your Company's Board consists of global leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31, 2017, the Board comprised three executive directors and seven non-executive Independent Directors.

Definition of ‘Independence' of Directors is derived from regulation 16 of the Listing Regulations, NYSE Listed Company Manual and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.

Based on the confirmations/disclosures received from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors: a) Mr. N Vaghul b) Dr. Ashok S Ganguly c) Mr. William Arthur Owens d) Mr. M K Sharma e) Ms. Ireena Vittal f) Dr. Patrick J Ennis g) Mr. Patrick Dupuis

Number of Meetings of the Board

The Board met five times during the financial year 2016-17 on April 19-20, 2016, June 3, 2016, July 18-19, 2016, October 20-21, 2016 and January 24-25, 2017. The maximum interval between any two meetings did not exceed 120 days.

Directors and Key Managerial Personnel

At the 70th Annual General Meeting (AGM) held on July 18, 2016, Dr. Patrick J Ennis and Mr. Patrick Dupuis were appointed as Independent Directors to hold office from April 1, 2016 up to March 31, 2021. Pursuant to the recommendation of Board Governance, Nomination and Compensation Committee and based on the report of performance evaluation, the Board at its meeting held on April 20, 2016 appointed Mr."M K Sharma as Additional Director with effect from July 1, 2016 and decided to place the proposal for re-appointment of Mr. N Vaghul and Dr. Ashok S Ganguly as Independent Directors for a further term of 3 years up to July 31, 2019 and Mr. M K Sharma as Independent Director for a further term of 5 years up to June 30, 2021, for approval of the Members at the 70th AGM. The aforesaid appointments/reappointments were approved by the Members at the 70th AGM held on July 18, 2016.

At the 70th AGM held on July 18, 2016, Mr. T K Kurien was re-appointed as Executive Director designated as Executive Vice Chairman from February 1, 2016 up to March 31, 2017 and Mr. Abidali Z Neemuchwala was appointed as Executive Director designated as Chief Executive Officer from February 1, 2016 up to January 31, 2021. At the 69th Annual General Meeting held on July 22, 2015, Mr. Azim H Premji was re-appointed as Executive Chairman and Managing Director of the Company to hold office up to July 30, 2017. Keeping in view Mr. Azim H Premji's rich and varied experience in the Industry, his involvement in the operations of the Company over a long period of time, his pioneering role in guiding the Company through four decades of diversification and growth to emerge as a world leader in the Software industry, and pursuant to the recommendation of Board Governance, Nomination and Compensation Committee, the Board at its meeting held over April 24-25, 2017 approved, subject to Members' approval, re-appointment of Mr. Azim H Premji as Executive Chairman and Managing Director for a further period of 2 years from July 31, 2017 to July 30, 2019. At the 68th Annual General Meeting held on July 23, 2014, Mr. William Arthur Owens was appointed as an Independent Director to hold office up to July 31, 2017. Considering his immense contributions to the Company and pursuant to the recommendation of Board Governance, Nomination and Compensation Committee and based on the report of performance evaluation, the Board at its meeting held over April 24-25, 2017 decided to place the proposal for reappointment of Mr. William Arthur Owens as an Independent Director for a further term of 5 years from August 1, 2017 up to July 31, 2022, for approval of the Members at the 71st AGM.

The Company has received separate notices under section 160 from Members, along with the requisite deposit, signifying their intention to propose reappointment of Mr. Azim H Premji and Mr. William Arthur Owens as mentioned in the preceding paragraphs. Accordingly, necessary resolutions are being placed for approval of the Members at the 71st Annual General Meeting of the Company.

Pursuant to the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Abidali Z Neemuchwala will retire by rotation at the 71st AGM and being eligible, has offered himself for re-appointment.

Mr. Vyomesh Joshi resigned as Independent Director with effect from close of business hours of July 19, 2016 and Dr. Jagdish N Sheth retired from the Board effective July 18, 2016. Mr. T K Kurien ceased to be the Executive Vice Chairman with effect from close of business hours on January 31, 2017, consequent to his retirement from the Company. The Board places on record immense contributions made by Mr. Vyomesh Joshi, Dr. Jagdish N Sheth and Mr. T K Kurien to the growth of your Company over the years.

Committees of the Board

The Company's Board has the following committees:

1. Audit, Risk and Compliance Committee, which also acts as the Risk Management Committee

2. Board Governance,Nomination and Compensation Committee, which also acts as the CSR Committee

3. Strategy Committee

4. Administrative and Shareholders/Investors Grievance Committee (Stakeholders' Relationship Committee) Details of terms of reference of the Committees, Committee membership and attendance at meetings of the Committees are provided in the Corporate Governance report from page nos. 118 to120 of this Annual Report.

Board Evaluation

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees.

This evaluation was led by the Chairman of the Board Governance, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in consonance with Guidance Note on Board Evaluation issued by SEBI recently. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization's strategy, risk and environment, etc.

The outcome of the Board evaluation for financial year 2016-17 was discussed by the Board Governance, Nomination and Compensation Committee and the Board at their meeting held in April 2017. The Board has received consistent ratings on its overall effectiveness and has been rated comparatively higher this year for composition of Directors and their skills, attributes and experience. The Board has also noted areas requiring more focus in the future.

Policy on Director's Appointment and Remuneration

The Board Governance, Nomination & Compensation Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy covering these requirements is provided in the Corporate Governance report at page no. 115 to this Annual Report. We affirm that the remuneration paid to Directors is as per the remuneration policy of the Company.

Vigil Mechanism

Your Company has adopted an Ombuds process as a channel for receiving and redressing complaints from employees and Directors, as per the provisions of Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations. Under this policy, your Company encourages its employees to report any fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company's code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation.

Mechanism followed under Ombuds process is appropriately communicated within the Company across all levels and has been displayed on the Company's intranet and website at www.wipro.com. The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism. No personnel of the Company were denied access to the Audit, Risk & Compliance Committee.

Related Party Transactions

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm's length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company's website www.wipro.com.

All Related Party Transactions are placed on a quarterly basis before the Audit, Risk and Compliance Committee and before the Board for approval. Prior omnibus approval of the Audit, Risk and Compliance Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure I to this Annual Report.

Compliance Management Framework

Your Company has a robust and effective framework for monitoring compliances with applicable laws. The Board has approved a Global Statutory Compliance Policy providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide updates to senior management and Board on a periodic basis. The Audit, Risk and Compliance Committee and the Board periodically monitor status of compliances with applicable laws based on quarterly certification provided by senior management.

Directors' Responsibility Statement

Your Directors hereby confirm that:

(a) 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; and (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 (WESOP)/ Restricted Stock Unit Plans

In order to motivate, incentivize and reward employees, your Company has instituted various employee stock options plans/restricted stock unit plans from time to time. The Board Governance, Nomination and Compensation Committee administers these plans. The stock option plans are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("Employee Benefits Regulations") and there have been no material changes to these plans during the financial year. Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are available on the Company's website at http://www.wipro.com/ investors/financial-information/annual-reports/. No employee was issued stock option during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Wipro Equity Reward Trust (WERT) is an ESOP Trust set up by your Company. Pursuant to approval by the shareholders at their meeting held in July 2014, the Company is authorized to transfer shares from the WERT to employees on exercise of vested Indian RSUs.

Particulars of Employees

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure II to this report.

A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more, and employees employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure III to this report.

IV. Internal Financial Controls and Audit

Internal Financial Controls and their Adequacy

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Risk Management

Given the diversified scale of operations, your Company has put in place an Enterprise Risk Management (ERM) framework and adopted an enterprise risk management policy based on globally recognized standards. The ERM framework is administered by the Audit, Risk and Compliance Committee. The objective of the ERM framework is to enable and support achievement of business objectives through risk-intelligent assessment while also placing significant focus on constantly identifying and mitigating risks within the business. Further details on the Company's risk management framework is provided in the MD&A report.

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013, an audit firm can act as auditors of a listed company for a maximum tenure of two terms of 5 consecutive years. For the purpose of reckoning this limit, existing tenure of the auditors needs to be counted. Further, companies have been given a transition time of 3 years from April 1, 2014 to comply with this provision.

As per the above requirement, the term of Company's auditors, BSR & Co. LLP, (Registration No.101248W/W-100022) Chartered Accountants, Bangalore, comes to an end with the conclusion of audit for the financial year 2016-17. After conducting a detailed evaluation and based on the recommendation of Audit, Risk and Compliance Committee, the Board approved the proposal for placing at the 71st AGM the matter of appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W-100018) as statutory auditors of the Company for a term of 5 years from the financial year 2017-18 onwards on such terms and conditions and remuneration as may be decided by the Audit, Risk and Compliance Committee. A resolution to that effect forms part of notice of the 71st AGM sent along with this Annual Report.

Auditors' Report

There are no qualifications, reservations or adverse remarks made by BSR & Co. LLP, Statutory Auditors, in their report for the financial year ended March 31, 2017.

Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. V Sreedharan, Partner, V Sreedharan & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2017 is enclosed as Annexure IV to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

V. Social Responsibility and Sustainability Corporate Social Responsibility

Your Company is at the forefront of Corporate Social Responsibility (CSR) and sustainability initiatives and practices. Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. Your Company has been involved with social initiatives for more than decade and a half and engages in various activities in the field of education, primary healthcare and communities, ecology and environment, etc. Your Company has won several awards and accolades for its CSR and sustainability efforts.

As per the provisions of the Companies Act, 2013, companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the board comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the company's three immediately preceding financial years towards CSR activities. Accordingly, your Company spent

Rs. 1,863 million towards CSR activities during the financial year 2016-17. The contents of the CSR policy and CSR Report for the year 2016-17 is attached as Annexure V to this report. Contents of the CSR policy is also available on the Company's website at http://www.wipro.com/investors/corporate-governance/policies-and-guidelines/. The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies Act, 2013, forms part of Board Governance, Nomination and Compensation Committee. The Committee consists of three independent directors, Dr. Ashok S Ganguly, Mr. N Vaghul and Mr. William Arthur Owens, as its members. Dr. Ashok S Ganguly is the Chairman of the Committee.

Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption

Details of steps taken by your Company to conserve energy through its "Sustainability" initiatives, Research and Development and Technology Absorption have been disclosed as part of the MD&A Report.

VI. Other Disclosures

Foreign Exchange Earnings and Outgoings

During the year 2016-17, your Company's foreign exchange earnings were Rs. 404,000 million and foreign exchange outgoings were Rs. 212,910 million as against Rs."404,862 million of foreign exchange earnings and Rs. 208,181 million of foreign exchange outgoings for the financial year 2015-16.

Extract of Annual Return

Pursuant to section 92(3) and section 134(3)(a), extract of the Annual Return as on March 31, 2017 in form MGT-9 is enclosed as Annexure VI to this report.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals Impacting the Going Concern Status and the Company's Operations in Future

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Information Required Under Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. A total of 116 complaints of sexual harassment were raised in the calendar year 2016, of which 102 cases were disposed and appropriate actions were taken in all cases within the statutory timelines. Acknowledgements and Appreciation

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

For and on behalf of the Board of Directors,
Bangalore Azim H Premji
June 2, 2017 Executive Chairman

Annexure I

Particulars of contracts/arrangements made with related parties Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 as on March 31, 2017)

This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Subsection (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arm's length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2017, which were not at arm's length basis.

Details of material contracts or arrangement or transactions at arm's length basis

The details of material contracts or arrangement or transactions at arm's length basis for the year ended March 31, 2017 are as follows:

Name of Related Party Nature of Relationship Duration of Contract Salient terms Amount (Rs. Mn)
Sales of Goods and services
Wipro do Brasil Technologia Ltda Subsidiary 01-04-05 - Ongoing As per Transfer Pricing guidelines 58
Wipro Technologies GmbH Subsidiary 01-03-11- Ongoing As per Transfer Pricing guidelines 636
Wipro LLC Subsidiary 01-04-05 - Ongoing As per Transfer Pricing guidelines 22,215
Wipro Portugal S.A. Subsidiary 01-04-07 - Ongoing As per Transfer Pricing guidelines 50
Wipro Solutions Canada Limited Subsidiary 16-08-14 - Ongoing As per Transfer Pricing guidelines 1,730
Wipro Technologies S.A DE C. V Subsidiary 01-01-12 - Ongoing As per Transfer Pricing guidelines 569
Wipro Poland Sp. zo.o Subsidiary 01-04-10 - Ongoing As per Transfer Pricing guidelines 30
Wipro Shanghai Limited Subsidiary 27-04-04 - Ongoing As per Transfer Pricing guidelines 34
Wipro Outsourcing Services (Ireland) Limited Subsidiary 12-11-12 - Ongoing As per Transfer Pricing guidelines 25
Cellent Gmbh Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 32
Wipro Technologies Australia Pty Ltd. Subsidiary 01-08-12 - Ongoing As per Transfer Pricing guidelines 460
Wipro (Thailand) Co. Limited Subsidiary 01-11-10- Ongoing As per Transfer Pricing guidelines 32
Appirio Inc. Subsidiary 01-01-17- Ongoing As per Transfer Pricing guidelines 3
Wipro Arabia Co. Limited Subsidiary 23-12-06 - Ongoing As per Transfer Pricing guidelines 231
Wipro Technologies SA Subsidiary 01-04-09 - Ongoing As per Transfer Pricing guidelines 41
Wipro Technologies Austria Gmbh Subsidiary 01-04-10 - Ongoing As per Transfer Pricing guidelines 145
Wipro Technology Chile SpA Subsidiary 01-01-16 - Ongoing As per Transfer Pricing guidelines 59
PT WT Indonesia Subsidiary 01-11-12 - Ongoing As per Transfer Pricing guidelines 169
Wipro Technologies South Africa (Proprietory) Limited Subsidiary 01-04-12 - Ongoing As per Transfer Pricing guidelines 2,813
Wipro Information Technology Austria Gmbh Subsidiary 01-09-14 - Ongoing As per Transfer Pricing guidelines 718
Wipro Data Centre and Cloud Services, Inc. Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 1,475
Wipro Airport IT Services Limited Subsidiary 30-12-09 - Ongoing As per Transfer Pricing guidelines 368
Wipro Gallagher Solutions Inc Subsidiary 01-04-16- Ongoing As per Transfer Pricing guidelines 917
Wipro Information Technology Netherlands BV. Subsidiary 01-06-08- Ongoing As per Transfer Pricing guidelines 690
Wipro Doha LLC Subsidiary 01-04-14 - Ongoing As per Transfer Pricing guidelines 493
Opus Capital Markets Consultants LLC Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 434
Wipro IT Services Poland Sp zo.o. Subsidiary 01-05-14 - Ongoing As per Transfer Pricing guidelines 370
Wipro Retail UK Limited Subsidiary 01-04-13- Ongoing As per Transfer Pricing guidelines 212
Healthplan Services Inc Subsidiary 01-06-16 - Ongoing As per Transfer Pricing guidelines 196
Wipro UK Limited Subsidiary 01-04-10 - Ongoing As per Transfer Pricing guidelines 114
Wipro Bahrain Limited WLL Subsidiary 01-01-15 - Ongoing As per Transfer Pricing guidelines 82
Wipro Technologies Peru S.A.C Subsidiary 01-10-16 - Ongoing As per Transfer Pricing guidelines 55
Wipro Holdings UK Limited Subsidiary 01-04-10 - Ongoing As per Transfer Pricing guidelines 1,003
Wipro Technologies Nigeria Limited Subsidiary 01-04-14 - Ongoing As per Transfer Pricing guidelines 31
Wipro Technologies SDN BHD Subsidiary 01-04-13- Ongoing As per Transfer Pricing guidelines 24
Wipro Australia Pty Limited Subsidiary 01-04-07 - Ongoing As per Transfer Pricing guidelines 11
Wipro Technologies Limited, Russia Subsidiary 01-05-08 - Ongoing As per Transfer Pricing guidelines 9
Wipro Promax Analytics Solutions LLC Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 3
Wipro Networks Pte Limited Subsidiary 01-04-14 - Ongoing As per Transfer Pricing guidelines 2,205
New Logic Technologies SARL Subsidiary 01-04-11 - Ongoing As per Transfer Pricing guidelines (1)
Wipro Information Technology Kazakhstan LLP Subsidiary 15-05-14 - Ongoing As per Transfer Pricing guidelines 60
Wipro Enterprises Private Limited Entity controlled by promoters 01-04-14 - Ongoing As per RPT Policy guidelines 8.14
Asian Paints Limited Common Directors Ongoing As per RPT Policy guidelines 10.44
Blue Star Limited Common Directors Ongoing As per RPT Policy guidelines 3.14
ICICI Bank Limited Common Directors Ongoing As per RPT Policy guidelines 37.40
Infinity Retail Pvt. Ltd. Common Directors Ongoing As per RPT Policy guidelines 0.17
Titan Company Ltd Common Directors Ongoing As per RPT Policy guidelines 0.94
Wipro GE Healthcare Private Limited Joint venture between Wipro Enterprises Private Limited and General Electric Ongoing As per RPT Policy guidelines 214.07
Arcelor Mittal Common Directors Ongoing As per RPT Policy guidelines 168.48
LNM Institute of Information Technology Common Directors Ongoing As per RPT Policy guidelines 0.39
The Malayala Manorama Co. Ltd Common Directors Ongoing As per RPT Policy guidelines 0.27
Atria Convergence Technologies Pvt Ltd Common Directors Ongoing As per RPT Policy guidelines (0.01)
Dr. Reddy's Laboratories Ltd Common Directors Ongoing As per RPT Policy guidelines 22.52
Mahindra World City Developers Ltd Common Directors Ongoing As per RPT Policy guidelines 0.19
United Spirits Limited Common Directors Ongoing As per RPT Policy guidelines 0.47
Purchase of Services
Designit Denmark A/S Subsidiary 01-03-16 - Ongoing As per Transfer Pricing guidelines 382
Wipro Travel Services Limited Subsidiary 01-02-03 - Ongoing As per Transfer Pricing guidelines 59
Wipro do Brasil Technologia Ltda Subsidiary 01-04-05 - Ongoing As per Transfer Pricing guidelines 1,707
Wipro Technologies Gmbh Subsidiary 01-03-11 - Ongoing As per Transfer Pricing guidelines 1,624
Wipro BPO Philippines Ltd. Inc Subsidiary 31-03-11 - Ongoing As per Transfer Pricing guidelines 1,581
Wipro LLC Subsidiary 01-04-05 - Ongoing As per Transfer Pricing guidelines 2,247
Wipro Portugal S.A. Subsidiary 01-04-07 - Ongoing As per Transfer Pricing guidelines 767
Wipro Solutions Canada Limited Subsidiary 16-08-14 - Ongoing As per Transfer Pricing guidelines 47
Wipro Technologies S.A DE C. V Subsidiary 01-01-12 - Ongoing As per Transfer Pricing guidelines 543
Wipro Poland Sp. zo.o. Subsidiary 01-04-10 - Ongoing As per Transfer Pricing guidelines 409
Infocrossing Inc Subsidiary 01-04-08 - Ongoing As per Transfer Pricing guidelines 48
Wipro Chengdu Limited Subsidiary 01-04-09 - Ongoing As per Transfer Pricing guidelines 253
Wipro Shanghai Limited Subsidiary 27-04-04 - Ongoing As per Transfer Pricing guidelines 251
Wipro Outsourcing Services (Ireland) Limited Subsidiary 12-11-12 - Ongoing As per Transfer Pricing guidelines 225
Wipro IT Services Poland Sp. Zo.o. Subsidiary 01-05-14 - Ongoing As per Transfer Pricing guidelines 941
Wipro (Dalian) Limited Subsidiary 30-12-15 - Ongoing As per Transfer Pricing guidelines 149
Cellent Gmbh Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 125
Wipro Technologies Australia Pty Ltd Subsidiary 01-08-12 - Ongoing As per Transfer Pricing guidelines 106
Wipro (Thailand) Co Limited Subsidiary 01-11-10- Ongoing As per Transfer Pricing guidelines 70
Appirio Inc. Subsidiary 01-01-17- Ongoing As per Transfer Pricing guidelines 48
Wipro Arabia Co. Limited Subsidiary 23-12-06 - Ongoing As per Transfer Pricing guidelines 4
Wipro Technologies SA Subsidiary 01-04-09 - Ongoing As per Transfer Pricing guidelines 39
Designit Munchen GmbH Subsidiary 31-03-16 - Ongoing As per Transfer Pricing guidelines 36
Wipro Technologies Austria Gmbh Subsidiary 01-04-10 - Ongoing As per Transfer Pricing guidelines 32
Wipro Technology Chile Spa Subsidiary 01-01-16 - Ongoing As per Transfer Pricing guidelines 30
PT WT Indonesia Subsidiary 01-11-12 - Ongoing As per Transfer Pricing guidelines 26
Designit Tokyo Ltd. Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 16
Wipro Technologies South Africa (Proprietory) Limited Subsidiary 01-04-12 - Ongoing As per Transfer Pricing guidelines 1
Denextep Spain Digital, S.L Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 10
Wipro Information Technology Austria Gmbh Subsidiary 01-09-14 - Ongoing As per Transfer Pricing guidelines 6
Designit A/S Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 4
Wipro Data Centre and Cloud Services, Inc. Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 3,389
Appirio Ltd.(UK) Subsidiary 01-01-17- Ongoing As per Transfer Pricing guidelines 3
Appirio India cloud Solutions Private Limited Subsidiary 01-01-17- Ongoing As per Transfer Pricing guidelines 1
Designit Sweden AB Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 0.11
FRONTWORX Informations Technologie Gmbh Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 0.06
Wipro Technologies SRL Subsidiary 01-01-10 - Ongoing As per Transfer Pricing guidelines 1,332
Wipro Holdings UK Limited Subsidiary 01-04-10 - Ongoing As per Transfer Pricing guidelines 49
Wipro Networks Pte Limited Subsidiary 01-04-14 - Ongoing As per Transfer Pricing guidelines 343
Wipro Information Technology Kazakhstan LLP Subsidiary 15-05-14 - Ongoing As per Transfer Pricing guidelines (9)
Azim Premji Foundation Entity controlled by directors Ongoing As per RPT Policy guidelines 2.53
Asian Paints Limited Common Directors Ongoing As per RPT Policy guidelines 14
Blue Star Limited Common Directors Ongoing As per RPT Policy guidelines 10
ICICI Bank Limited Common Directors Ongoing As per RPT Policy guidelines 33
The Indian Hotels Company Ltd. Common Directors Ongoing As per RPT Policy guidelines 1
Infinity Retail Pvt. Ltd. Common Directors Ongoing As per RPT Policy guidelines 1
Piramal Enterprises Ltd. Common Directors Ongoing As per RPT Policy guidelines 1
Titan Company Ltd. Common Directors Ongoing As per RPT Policy guidelines 1
Wipro GE Healthcare Private Limited Joint venture between Wipro Enterprises Private Limited and General Electric Ongoing As per RPT Policy guidelines 28
Tata Global Beverages Ltd Common Directors Ongoing As per RPT Policy guidelines 3
Wipro Enterprises Private Limited Entity controlled by directors Ongoing As per RPT Policy guidelines 4
Cipla Limited Common Directors Ongoing As per RPT Policy guidelines 4
Apollo Hospitals Enterprise Ltd Common Directors Ongoing As per RPT Policy guidelines 1
Atria Convergence Technologies Pvt Ltd Common Directors Ongoing As per RPT Policy guidelines 2
LNM Institute of Information Technology Common Directors Ongoing As per RPT Policy guidelines 0.33
Mahindra World City Developers Ltd Common Directors Ongoing As per RPT Policy guidelines 0.10
The Malayala Manorama Co. Ltd Common Directors Ongoing As per RPT Policy guidelines (0.01)
Dr. Reddy's Laboratories Ltd Common Directors Ongoing As per RPT Policy guidelines 6
Indian School Of Business Common Directors Ongoing As per RPT Policy guidelines 2
Anand Bazar Patrika Pvt. Ltd. Common Directors Ongoing As per RPT Policy guidelines 1
Roots Corporation Ltd. Common Directors Ongoing As per RPT Policy guidelines 0.03
Commission Paid
Wipro Technologies GmbH Subsidiary 01-03-11 - Ongoing As per Transfer Pricing guidelines 443
Wipro Japan KK Subsidiary 26-03-2001 As per Transfer Pricing guidelines 439
Wipro LLC Subsidiary 01-04-05 - Ongoing As per Transfer Pricing guidelines 0.32
Rent Paid
Hasham Traders Entity controlled by directors ongoing As per Agreement 8
Yasmeen H Premji Relative of Director ongoing As per Agreement 6
Wipro Holdings UK Limited Subsidiary 01-04-10 - Ongoing As per Agreement 34
Wipro Insurance Solutions LLC Subsidiary Ongoing As per Agreement 1
Corporate guarantee commission received
Wipro Gulf LLC Subsidiary 01-06-11 - Ongoing As per Transfer Pricing guidelines 47
Wipro IT Services Inc. Subsidiary 01-02-16- Ongoing As per Transfer Pricing guidelines 45
Wipro LLC Subsidiary 01-04-05 - Ongoing As per Transfer Pricing guidelines 40
Wipro Solutions Canada Limited Subsidiary 16-08-14 - Ongoing As per Transfer Pricing guidelines 43
Infocrossing Inc Subsidiary 01-04-08 - Ongoing As per Transfer Pricing guidelines 32
Wipro Arabia Co. Limited Subsidiary 23-12-06 - Ongoing As per Transfer Pricing guidelines 18
Wipro Technologies Australia Pty Ltd Subsidiary 01-08-12 - Ongoing As per Transfer Pricing guidelines 6
Wipro Technologies South Africa (Proprietory) Limited Subsidiary 01-04-12 - Ongoing As per Transfer Pricing guidelines 5
Wipro Data Centre and Cloud Services, Inc. Subsidiary 01-04-16 - Ongoing As per Transfer Pricing guidelines 5
Wipro Airport IT Services Limited Subsidiary 01-01-10 - Ongoing As per Transfer Pricing guidelines 2
Wipro Technologies SRL Subsidiary 01-01-10 - Ongoing As per Transfer Pricing guidelines 1
Wipro IT Services Poland SP zo.o. Subsidiary 01-05-14 - Ongoing As per Transfer Pricing guidelines 0.46
Wipro Holdings UK Limited Subsidiary 01-04-10 - Ongoing As per Transfer Pricing guidelines 0.37
Wipro Networks Pte Limited Subsidiary 01-04-14 - Ongoing As per Transfer Pricing guidelines 1
Rental Income
Designit Denmark A/S Subsidiary 01-03-16 - Ongoing As per Agreement 28
Wipro Travel Services Limited Subsidiary 21-12-15 - Ongoing As per Agreement 3
Wipro Gallaghar Solutions Inc. Subsidiary 01-01-16 - Ongoing As per Agreement 2
Wipro Airport IT Services Limited Subsidiary 01-07-16 - Ongoing As per Agreement 0.04
Wipro Enterprises Private Limited Entity controlled by directors 01-04-14 - Ongoing As per Agreement 38
Azim Premji Foundation Entity controlled by directors Ongoing As per Agreement 0.41
Management Service fees
Azim Premji Foundation Entity controlled by directors Ongoing Management Service fees 2
Wipro Enterprises Private Limited Entity controlled by directors 01-04-14 - Ongoing Management Service fees 65
Restricted Stock Unit compensation cost allocation
Wipro Enterprises Private Limited Entity controlled by directors 01-04-14 - Ongoing As per Allocation 46
Wipro Limited Subsidiaries Subsidiary Ongoing As per Allocation 55
Other Costs
Wipro Enterprises Private Limited Entity controlled by directors 01-04-14 - Ongoing On Actual Cost Basis 90
Azim Premji Foundation Entity controlled by directors Ongoing On Actual Cost Basis 4
Asset purchased
Wipro Enterprises Private Limited Entity controlled by directors 01-04-14 - Ongoing As per RPT Policy guidelines 106
Interest Income
Wipro Airport IT Services Limited Subsidiary 30-09-14 to 30-09-16 As per Agreement 2

Annexure II

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.

Remuneration paid to Whole-time Directors

Name of Directors Title Remuneration in fiscal 2017 (Rs. in Crore) Remuneration in fiscal 2016 (Rs. in Crore) No. of stock options/ RSUs granted in fiscal year % increase/ Decrease of remuneration in 2017 as compared to 2016 Ratio of remuneration to MRE (1) Ratio of remuneration to MRE and WTD (1)
Azim H Premji Chairman and Managing Director 0.79 2.17 -64% 15.11 15.11
T K Kurien* Executive Vice Chairman 9.70 13.66 - 185.54 185.54
Abidali Z Neemuchwala* * Chief Executive Officer and Executive Director 13.55 11.96 300,000 13% 259.23 259.23
Rishad A Premji Executive Director and Chief Strategy Officer 1.68 2.15 -22% 32.24 32.24

RSU - Restricted Stock Units, MRE - Median remuneration of Employees, WTD - Whole Time Director

1. The remuneration of Executive Directors is computed on an accrual basis. It also includes the accelerated amortization of Restricted Stock Units ("RSUs") granted to them, which vest over a period of time.

2. Rounded off to two decimals

* Mr. T K Kurien retired from the Board of the Company as the Executive Vice Chairman on January 31, 2017. The remuneration for fiscal 2017 is from April 1, 2016 to January 31, 2017.

** Figures mentioned are rupee equivalent - as amount paid in USD

Remuneration paid to Independent Directors

Name of Directors Remuneration in fiscal 2017 (Rs. in Crore) Remuneration in fiscal 2016 (Rs. in Crore) No. of stock options/ RSUs granted in fiscal year % increase/ Decrease of remuneration in 2017 as compared to 2016
Dr. Ashok S Ganguly 0.55 0.43 - 27.91
N Vaghul 0.66 0.54 - 22.22
M K Sharma 0.54 0.42 - 28.57
William A Owens 1 2.03 2.02 - 0.50
Ireena Vittal 0.53 0.42 - 26.19
Dr. Jagdish N Sheth 1* 0.47 1.56 - -
Vyomesh Joshi 1* 0.48 1.56 - -
Dr. Patrick J Ennis 1** 1.60 - - -
Patrick A Dupuis 1** 1.60 - - -

1 Figures mentioned against these names are rupee equivalent - as amount paid in USD

* Dr. Jagdish Sheth retired from the Board effective July 18, 2016 and Mr. Vyomesh Joshi resigned from the Board effective July 19, 2016. The remuneration for fiscal 2017 is for the period from April 1, 2016 upto the respective date of retirement/resignation as mentioned above.

** Patrick Ennis and Patrick Dupuis were appointed as Independent Directors w.e.f. April 1, 2016.

Remuneration paid to other Key Managerial Personnel (KMP)

Name of KMP Title Remuneration in fiscal 2017 (INR in Crore) Remuneration in fiscal 2016 (INR in Crore) No. of Stock options/RSUs granted in fiscal year % increase/ Decrease of remuneration in 2017 as compared to 2016 Excl. WTD Ratio of remuneration to MRE Incl. WTD Ratio of remuneration to MRE and WTD
Jatin Pravinchandra Dalal Chief Financial Officer 4.54 3.83 87,000 19% 86.91 86.91
M Sanaulla Khan* Company Secretary 1.18 0.92 15,000 - 22.63 22.63

* Mr. Sanaulla Khan was appointed as Company Secretary effective June 3, 2015

The Median Remuneration of employees (MRE) excluding Whole-time Directors was Rs. 5,23,000 (USD 8,100) and Rs."5,25,000 (USD 7,700) in fiscal 2017 and fiscal 2016 respectively. The decrease in MRE excluding the Whole-time Directors in fiscal 2017 as compared to fiscal 2016 is 0.4% (in Rs.).

The Median Remuneration of employees (MRE) including whole time directors was Rs. 5,23,000 (USD 8,100) and Rs."5,25,000 (USD 7,700) in fiscal 2017 and fiscal 2016 respectively. The decrease in MRE including the Whole-time Directors in fiscal 2017 as compared to fiscal 2016 is 0.4% (in Rs.).

The number of permanent employees on the rolls of the Company as of March 31, 2017 and March 31, 2016 was 1,37,688 and 123,577 respectively.

The aggregate remuneration of employees excluding WTD grew by 7.89% over the previous fiscal. The aggregate increase in salary for WTDs and other KMPs was 9% in fiscal 2017 over fiscal 2016.

The Company affirms that the remuneration is paid as per the remuneration policy of the Company.

Annexure III

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A) Top 10 employees in terms of salary drawn during the year

Sl. No. Name of the Employee Date of Joining (dd-mm-yyyy) Gross Remuneration (Rs.) Educational Qualification Age Experience (yrs) Last Employment Designation
1 Abidali Z Neemuchwala*# 01-Apr-2015 135,575,058 BE, Electronics and Communication, Masters in Industrial Management 49 25 Tata Consultancy Services Chief Executive Officer and Executive Director
2 T K Kurien* 11-Feb-2000 97,037,410 B Com,CA 58 34 Wipro GE Executive Vice Chairman - Wipro Limited
3 Jatin Pravinchandra Dalal* 1-Jul-2002 45,456,040 BE, CA, PGDBA and CMA, (UK) 42 18 GE India Senior Vice President and Chief Financial Officer
4 Bhanumurthy B M 3-Sep-1992 40,979,245 B Tech, PGDM 53 30 CMC LTD President and Chief Operating Officer
5 Dr. Anurag Srivastava 15-Dec-2000 38,584,413 B Tech, M Tech, PHD 50 25 Evizeon-Apar Infotech Senior Vice President & Business Head - Business
6 Prasanna Gamma Kali 2-Dec-1999 30,652,262 B Tech, PGD 57 34 Microland Ltd President
7 Saurabh Govil 11-May-2009 28,169,901 B.Sc., PGDM -PM & IR 49 28 GE India President & CHRO
8 Abhijit Bhaduri 1-Oct-2009 27,108,542 MBA 56 32 Microsoft Corp Chief Learning Officer
9 Achuthan Nair 29-Apr-1991 24,355,772 BE,PGDBM 51 29 Hindustan Petroleum COO India & Middle East
10 Soumitro Ghosh 26-Nov-1988 26,667,475 B Tech, MBA 57 33 Blue Star Ltd President - India, Middle East & APAC Group

Notes:

1. Remuneration comprises salary, allowances, commission, performance based payments, perquisite and company's contribution to PF and super-annuation as per the definition contained in Section 2(78) of the Companies Act, 2013 paid during the year. It also includes perquisites value of Restricted Stock Units (RSUs) exercised, if any, by employees.

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

3. None of the employees except the Chairman and Managing Director holds 2% or more of the paid up equity share capital of the Company as per clause (iii) of sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

4. In terms of the proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees posted and working in a country outside India, not being Directors or their relatives, have not been included in the above statement.

5. Mr. T K Kurien, who was Executive Vice Chairman of the Company retired from the services of the Company and the Board effective January 31, 2017. Compensation disclosed above is for the period from April 1, 2016 to January 31, 2017.

* The remuneration of Executive Directors and Chief Financial Officer is computed on an accrual basis. It also includes the accelerated amortization of Restricted Stock Units ("RSUs") granted to them, which vest over a period of time.

# Figures mentioned in Rs. are equivalent to amounts paid in US$

B) Employees drawing salary of Rs. 102 lakhs or above per annum and posted in India

Sl. No. Name of the Employee Date of Joining (dd-mm-yyyy) Gross Remuneration (Rs.) Educational Qualification Age Experience (yrs) Last Employment Designation
1. Abidali Z Neemuchwala*# 01-Apr-2015 135,575,058 BE, Electronics and Communication, Masters in Industrial Management 49 25 Tata Consultancy Services Chief Executive Officer and Executive Director
2. Anil K Jain 10-Apr-1989 15,575,895 BE, MBA 53 27 ORG Systems Sr. Vice President & Business Head-Global Communication
3. Anil Raibagi 16-Oct-2002 13,152,048 B. Com, MBA 47 25 IBM Senior Vice President and Head - M & A
4. Anuj Bhalla 15-May-1996 12,341,109 BE, MBA 46 21 First Employment Senior Vice President & Global Delivery Head, GIS
5. Anurag Seth 3-May-1990 11,438,087 BE, PGDBM - Information Management 50 27 First Employment Vice President & SDH -AIM
6. Arjun Ramaraju 8-Nov-1994 11,970,719 BE 44 22 First Employment Vice President
7. Ayaskant Sarangi 3-Dec-2012 15,851,530 PGDBM 43 19 GE India Senior Vice President - Human Resources
8. Bhanumurthy B M 3-Sep-1992 40,979,245 B Tech, PGDM 53 30 CMC LTD President and Chief Operating
Officer
9. Dipak Kumar Bohra 14-Jun-2002 19,796,172 B Com, CA, ICWAI 44 20 Aditya Birla Group Senior Vice President, Global
Controller, Finance
10. Gaurav Chadha 15-May-1996 12,347,292 BE, PG Diploma 43 21 First Employment Vice President, Insurance Global Head
11. Hari Kishan Burle 15-Mar-1994 10,925,938 B.Tech, M.Tech 45 23 First Employment Vice President
12. Hariprasad Hegde 22-Apr-2002 11,588,864 B Tech,B.Sc ,PG Diploma 55 33 Satyam Computer Services Limited Senior Vice President
13. Harsh Bhatia 7-Nov-2002 11,478,006 B.Sc 51 29 Daksh Vice President - Operations
14. Hoshedar Contractor 12-Aug-2002 15,680,146 B Com 56 32 Klm/Nw Airlines Vice President - Operations
15. Inderpreet Sawhney 28-Oct-2011 20,000,640 B.A.(Hons), LL.B, LL.M 52 25 The Chugh Firm Senior Vice President & General Counsel
16. Jatin Pravinchandra 1-Jul-2002 45,456,040 BE, CA, PGDBA and CMA, 42 18 GE India Senior Vice President and Chief Financial Officer
Dalal* (UK)
17. Keyur Maniar 12-Mar-2007 15,373,472 BE, MBA 47 23 Capital One Financial Senior Vice President
18. Kiran K Desai 21-Sep-1998 16,761,906 BE, PG Diploma 52 30 Unicorp Industries Senior Vice President - GIS
19. Krishnakumar N 5-Sep-1994 12,011,092 B.Sc, MSc (Computer Science) 49 25 DRDO Vice President- Global Head Service Transformation
20. Kumudha Sridharan 31-May-1995 11,090,003 BE 53 30 ITI Ltd Senior Vice President
21. Natarajan Coimbatore Srinivasan 22-Jan-2015 12,972,402 BE 50 27 IBM India Pvt Ltd Vice President
22. Prasanna Gamma Kali 2-Dec-1999 30,652,262 B Tech, PGD 57 34 Microland Ltd President Vice President & Global HR Head- Mfg & Tech
23. Priti Kataria 1-Jun-1998 10,912,995 MBA, Tata Institute Of Social Sciences (TISS, Mumbai) 44 19 First Employment
24. Raja Ukil 15-Jul-2002 14,431,216 BE 48 21 Price Waterhouse Senior Vice President & Chief Information Officer
25. Rajan Kohli 15-May-1995 19,615,052 BE (E&C),PGDM (Marketing and Finance) 45 22 First Employment Senior Vice President & Global
26. Rajeev Mendiratta 23-Aug-2002 12,351,109 B Tech. 43 22 GE India Vice President & Head-Work Force Planning & Development
27. Ramesh Nagarajan 25-Jan-1991 16,761,589 ME 52 28 First Employment Senior Vice President & Head
28. Rishad Premji* 20-Jul-2007 16,861,917 B.A., MBA 40 18 Bain & Co Chief Strategy Officer and Member of the Board
29. Rohit Adlakha 30-May-1995 13,319,448 BE 43 21 First Employment Vice President & Global Head, Practice and Presale
30. Sanaulla Khan Mohammed 12-May-2015 11,834,941 FCS, M Com 47 23 ICICI Prudential Life Insurance Co Ltd Vice President & Company Secretary
31. Sanjesh K Gupta 4-Dec-1984 13,933,835 Diploma, AMIE (Elec. and Communication) 53 32 Televista Electronics – Computer Division Vice - President
32. Sanjiv K R 16-Nov-1988 21,193,633 MMS 53 29 DCM Data Products Chief Technology Officer
33. Santhosh G Nair 30-Apr-1990 12,896,219 B Tech, PGDM 51 27 First Employment Vice President & Global Business Head
34. Saurabh Govil 11-May-2009 28,169,901 B.Sc., PGDM -PM & IR 49 28 GE India President & CHRO
35. Sheetal Sharad Mehta 16-Sep-1994 12,943,520 BE 44 23 First Employment Vice President
36. Siby Abraham 16-Feb-1987 10,312,103 B Tech, M Tech 53 30 First Employment Vice President - CTO
37. Soumitro Ghosh 26-Nov-1988 26,667,475 B Tech, MBA 57 33 Blue Star Ltd President - India, ME & APAC
38. Sreenath A Venkappiah 29-Nov-2002 10,966,183 BE 53 29 Kshema Technologies Senior Vice President & India BU Head
39. Srinivas Pallia 1-Feb-1992 24,113,607 B Tech, M Tech 50 25 First Employment President - Consumer
40. Srinivasan G 14-Apr-1999 11,084,522 BE 47 26 Indchem Electronics Vice President
41. Subrahmanyam P 8-Nov-1983 16,451,021 B.Sc, MSc,M PHIL 56 32 First Employment Chief Global Delivery Enablement
42. Subramanian L 3-Aug-1992 10,281,314 B.Sc, ME 49 24 First Employment Senior Vice President
43. Sunita Cherian 4-Nov-1996 12,566,709 B Tech, PGDBA 43 20 First Employment Senior Vice President - Human Resources
44. Suresh B 22-May-1989 13,991,252 BE, ME 53 30 AF Ferguson & Co Vice President - Application Support & Maintenance
45. Vasudevan A 31-Mar-1986 12,756,382 BE, M Tech 55 31 First Employment Vice President
46. Vijayasimha Alilughatta 28-Feb-2014 10,601,380 BE 43 21 Infosys Limited Senior Vice President
47. Vinod Kumar T V 13-Jan-1988 13,749,582 B.Sc, MSc 56 31 Usha Microprocessors Vice President & SDH - Mfg & Hi Tech
48. Vishwas Santurkar 6-Nov-1991 14,805,423 BE (Mechnacial) 54 32 Unicad Technologies Vice President & Head - Talent Transformation
49. Viswanathan Ramaswamy 6-Feb-2014 12,038,855 M Tech 50 30 Vodafone India Ltd Vice President

Employed for Part of the Year with an average salary of Rs. 8.5 lakhs or above per month and posted in India

Sl No. Name of the Employee Date of Joining Gross Remuneration (Rupee Symbol) Educational Qualification Age Experience (yrs) Previous Employment Designation
1 Abhijit Bhaduri 1-Oct-2009 27,108,542 MBA 56 32 Microsoft Corp Chief Learning Officer
2 Achuthan Nair 29-Apr-1991 24,355,772 BE,PGDBM 51 29 Hindustan Petroleum COO India & Middle East
3 Aneesh Garg 11-Nov-2002 5,067,829 CA 44 15 Timer Internet Limited Vice President
4 Anil Kumar Khera 11-Mar-2010 1,144,628 BE 59 37 ATOS ORIGIN General Manager & Head Delivery- Large Programs
5 Ashish Kumar Srivastava 27-Feb-1995 11,048,811 B Tech 49 28 TISCO Vice President and Global Head Industry
6 Ashutosh Chadha 4-May-2015 5,038,912 MBA 51 30 INTEL Vice President
7 Bhavani Padmanabhan 9-May-2016 9,684,066 MBL 48 25 SABMiller India Limited Deputy General Counsel
8 Deepak Jain 21-Mar-1986 11,908,831 BE 52 30 Raba Contel (P) Ltd Sr. Vice President and Head for Internal Audit
9 Dr. Anurag Srivastava 15-Dec-2000 38,584,413 B Tech, M Tech, PHD 50 25 Evizeon-Apar Infotech Senior Vice President & Business Head - Business
10 Jyotirmoy Bhattacharya 3-Nov-2003 2,631,289 B Com, PGD 59 34 Verizon General Manager
11 Krishnakumar Nandagopal 16-Aug-2004 2,241,981 B Sc, M Sc, ICWA 45 22 Providian Finl Account Delivery Head
12 Pushpa Neelakantan 20-Feb-2012 2,692,300 MCA 49 26 Mphasis Ltd Delivery Head
13 Ravi Ahuja 12-May-2008 5,410,549 BE 48 26 Tata Cummins Ltd General Manager
14 Suresh Kolati 15-Jun-2016 10,815,369 BE 48 22 Strategic Business Unit P&L Vice President
15 T K Kurien* 11-Feb-2000 97,037,410 B Com,CA 58 34 Wipro GE Executive Vice Chairman - Wipro Limited

Notes:

1. Remuneration comprises salary, allowances, commission, performance based payments, perquisite and company's contribution to PF and super-annuation as per the definition contained in Section 2(78) of the Companies Act, 2013 paid during the year. It also includes perquisites value of Restricted Stock Units (RSUs) exercised, if any, by employees.

2. Rishad A Premji, who is in the employment of the Company is a relative of Azim H Premji, Director of the Company.

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

4. None of the employees except the Chairman and Managing Director holds 2% or more of the paid up equity share capital of the Company as per clause (iii) of sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

5. In terms of the proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees posted and working in a country outside India, not being Directors or their relatives, drawing salary more than the prescribed limits have not been included in the above statement.

6. Mr. T K Kurien, who was Executive Vice Chairman of the Company retired from the services of the Company and the Board effective January 31, 2017. Compensation disclosed above is for the period from April 1, 2016 to January 31, 2017.

* The remuneration of Executive Directors and Chief Financial Officer is computed on an accrual basis. It also includes the accelerated amortization of Restricted Stock Units ("RSUs") granted to them, which vest over a period of time.

# Figures mentioned in Rs. are equivalent to amounts paid in US$