1. Dear Shareholders,
On behalf of the Board of Directors, I am happy to present the 69th 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 31, 2015.
2. Financial Performance
Key highlights of consolidated financial performance for Wipro and its group companies
and standalone financial results for Wipro Limited for the financial year 2014-15 are
( Rs in Millions)
|Sales and Other Income
|Profit before Tax
|Provision for tax
|Net profit for the year *
|Proposed Dividend on
|Corporate tax on
|Transfer to General
*profit for the standalone results is after considering a gain of Rs fi390 Million
(2014 :loss of Rs 2,607 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 Accounts, these are considered as hedges of net investment in non-integral
foreign operations and are recognized directly in shareholders fund.
3. Managements Discussion and Analysis Report
The Managements Discussion and Analysis Report on Companys performance
industry trends and other material changes with respect to the Company and its
subsidiaries, wherever applicable, are presented from pages 22 to 40 of this Annual
4. State of Afiairs of the Company
The State of Afiairs of the Company is presented as part of Management Discussion and
Analysis Report forming part of this Report at page no. 22.
According to the National Association of Software and Service Companies (NASSCOM)
Strategic Review Report 2015, Revenues for fiscal year 2015 for the IT-BPM industry based
in India is estimated to be US$146 billion, which would represent growth of approximately
13% over fiscal year 2014. IT Export Revenues from India, including hardware, are expected
to have grown at a year-on-year rate of 12% in fiscial year 2015, driven by greater
demands for social, mobile, analytics and cloud based solutions. According to Gartner:
forecast: Enterprise IT Spending by Vertical Industry Market, Worldwide, 2013-2019, Q1
2015 Update, worldwide IT Services spending in 2014 was $948 billion, a growth of 1.8%
over the previous year.
6. Consolidated Results
Our Sales for the current year grew by 8.12% to Rs 469,510 million and our Profit for
the year was Rs 86,609 million, recording an increase of 8.98% over the previous year.
7. Consolidated Financial Statements
The Consolidated Financial Statements of the Company for the financial year ended March
31, 2015, prepared in accordance with Indian GAAP as well as IFRS forms part of this
8. Transfer to Reserves
The appropriations to General Reserve for the Financial Year ended March 31, 2015 as
per consolidated and standalone financial statements are:
Rs In Mn
|Net profit for the year
|Balance of Reserve at the
|beginning of the year
|Transfer to General Reserve
|Balance of Reserve at the end
|of the year
9. 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 AOC1 is
provided at page no. 208 of the Annual Report. In accordance with third proviso to Section
136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein
its audited standalone and the 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.
10. Investments in direct subsidiaries and minority stake
During the year under review, your Company had invested an aggregate of Rs 4,127
Million as equity in its direct subsidiaries and in minority shareholding as part of its
acquisition strategy. Apart from this, your Company had funded its subsidiaries, from time
to time, as per the fund requirements, through loans, guarantees and other means to meet
working capital requirements.
In August 2014, the Company acquired ATCO I-Tek Inc., the provider of IT services to
ATCO Group, a leading Canadian global utilities and logistics company, which allows the
Company to further strengthen its positions in these industries. Your Company also makes
strategic minority investments in companies that operate in high-end and niche technology
areas including cloud, opensource, artificial intelligence, advanced analytics and
internet of things. During the year ended March 31, 2015, certain additional investments
were made in Opera Solutions LLC, a leading global big data science company headquartered
in Jersey City, New Jersey. In March 2015, your Company entered into a strategic
partnership and acquired a minority stake with Drivestream Inc., a leading Oracle cloud
application systems integrator.
11. Number of meetings of the Board
The Board met four times in financial year 2014 viz., on, April 16-17, 2014, July 24,
2014, October 22, 2014 and January 16, 2015. The maximum interval between any two meetings
did not exceed 120 days.
12. Board independence
Definition of Independence of Directors is derived from Clause 49 of the
Listing Agreement with Stock Exchanges, NYSE Listed Company Manual and Section 149(6) of
the Companies Act, 2013. Based on the confirmation / 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
a) Mr. N Vaghul
b) Mr. M. K. Sharma
c) Dr. Ashok S Ganguly
d) Dr. Jagdish N Sheth
e) Ms. Ireena Vittal
f) Mr. William Arthur Owens
g) Mr. Vyomesh Joshi
13. Directors and Key Managerial Personnel:
Mr. B C Prabhakar and Mr. Shyam Saran, did not desire for re-election at the last
Annual General Meeting of the Company held on July 23, 2014 and ceased to be directors of
the Company. Dr. Henning Kagermann resigned as Director of the Company with efiect from
June 30, 2014. During the year, Mr. Suresh C Senapaty, CFO and Executive Director retired
from the services of the Company on attaining his superannuation efiective close of
business hours of March 31, 2015. Mr. V Ramachandran, resigned as Company Secretary of the
Company with efiect from close of business hours of April 22, 2015.
Your Directors place on record their sincere appreciation of the valuable contribution
made by the aforesaid Directors and Company Secretary to the Company.
At the last Annual General Meeting of the Company held on July 23, 2014, Mr. N Vaghul,
Dr. Ashok S Ganguly, Ms. Ireena Vittal, Mr. M K Sharma, Mr. Vyomesh Joshi, Mr. William
Arthur Owens and Dr. Jagdish N Sheth were appointed as Independent Directors, for a
specific tenure in accordance with Section 149 of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
Mr. Azim H Premji is the Chairman and Managing Director (designated as "Chairman)
of the Company and Mr. T
K Kurien is the Chief Executive Officer and Executive Director. Mr. Jatin P Dalal has
been appointed as the Chief Financial Officer of the Company with effect from April 1,
2015 and Mr. M Sanaulla Khan was appointed as the Company Secretary of the Company with
efiect from June 3, 2015. Pursuant to the recommendation of the Board Governance,
Nomination and Compensation Committee, Mr. Azim H Premji was reappointed by the Board of
Directors, subject to the approval of the shareholders, as the Executive Chairman and
Managing Director of the Company (designated as "Executive Chairman") on April
21, 2015 for a further period of two years with efiect from July 31, 2015 to July 30,
Pursuant to the recommendation of the Board Governance, Nomination and Compensation
Committee, Mr. Rishad Azim Premji was appointed as Whole Time Director of the Company by
the Board of Directors with efiect from May 1, 2015 for a period of five years, subject to
the approval of the shareholders.
14. Committees of the Board
The Companys Board has the following Committees:
1. Audit/Risk and Compliance Committee
2. Board Governance, Nomination and Compensation Committee
3. Strategy Committee
4. Administrative and Shareholders/Investors Grievance
Committee (Stakeholders Relationship Committee)
The details of the membership and attendance of the meetings of the above Committees of
the board are provided in the Corporate Governance report on page no. 96 of the annual
15. Remuneration Policy
The Board Governance, Nomination & Compensation Committee framed a policy for
selection and appointment of Directors including determining qualifications 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. An extract of the policy covering these requirements is provided in
the Corporate Governance report at page no. 94.
16. 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 afiairs 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 this Act 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 were operating efiectively
(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 of Directors,
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 Companys Global
Statutory Compliance Policy and that such systems and processes are operating efiectively.
17. Statutory Auditors
The Companys auditors M/s BSR and Co. LLP, (Regd. No.101248W/W-100022) Chartered
Accountants, Bangalore who retire at the ensuing Annual General Meeting, have confirmed
their eligibility and willingness to accept ofice, if re-appointed. The proposal for their
re-appointment is included in the notice for Annual General Meeting sent herewith.
18. Auditors report
There are no qualifications, reservations or adverse remarks made by M/s BSR & Co.
LLP, Statutory Auditors in their report for the Financial Year ended March 31, 2015.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under review.
19. Particulars of loans, guarantees or investments under Section 186 of the Companies
Disclosure on particulars relating to Loans, guarantees or investments under Section
186 of the Companies Act 2013 is provided in page no. 163 to 168 as part of financial
20. Particulars of contracts or arrangements with related parties referred to in
sub-section (1) of Section 188 in the prescribed form
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX
relating to Accounts of Companies under the Companies Act, 2013 is provided at page no. 63
of the Annual Report.
21. Particulars of loans, advances, investments outstanding during the financial year
Disclosure on particulars relating to loans, advances and investments outstanding
during the financial year under Clause 32 of the Listing Agreement is provided on page no.
233 as part of financial statements.
22. Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments, afiecting 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.
23. Details of significant and material orders passed by the regulators/ courts/
tribunals impacting the going concern status and the Companys 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.
Your Directors recommend a final Dividend of Rs 7 /- per equity share of Rs 2/- each to
be appropriated from the profits of the Company for the year 2014-15, subject to the
approval of the shareholders at the ensuing Annual General Meeting. Pursuant to the
approval of Board of Directors on January 16, 2015, your Company had distributed an
Interim Dividend of Rs 5/- per share, of face value of Rs 2/- each, to shareholders, who
were on the Register of Members of the Company as on closing hours of January 23, 2015,
being the record date fixed by the Board of Directors for this purpose. The total dividend
for the year ended March 31, 2015 would accordingly be Rs 12 /- per equity share of Rs 2/-
each. During the year 2014-15, unclaimed Dividend of
Rs fi4,921,287/- 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.
25. Particulars regarding Conservation of Energy
Your Company has taken several steps to conserve energy through its
"Sustainability" initiatives as disclosed separately as part of this Annual
Report. The information of Conservation of Energy as required under Section 134(3)(m) of
the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable to
the business segments which your Company operates. However, as part of Business
Responsibility Report on page no. 106 to this Annual Report, your Company had provided
details of steps taken in the areas of Energy Conservation and other Sustainability
26. Particulars regarding Research and Development, Technology Absorption
Your Companys Research and Development (R&D) initiatives continue to focus on
incubating and strengthening its portfolio of IT services across multiple new and emerging
technology areas as well as in the intersection of these technologies. The R&D and
technology innovation agenda focuses on investing in developing solutions and services
around defined Advanced Technology Themes (Next Gen Automation, Smart Devices, AI and
Cognitive Systems, Next Generation Architecture, Human Machine Interfaces and Software
Defined Everything), co-innovating with customers, building Wipro patent portfolio,
shaping innovation culture within the organization and Wipros startup and ecosystem
Your Company has invested significantly in next gen automation across IT and business
process archetypes and have built IP assets in auto/self-healing process performance and
governance automation, rule based task automation, intelligent robotics platforms, API
automation and basic tax engineering and automation. More than 400 people are engaged in
R&D in these areas. Some of the trademarks in these areas include Fixomatic,
SeviceNXT, Cloud CLM, InsightiX, PRESM etc. Your Company have also filed certain patents
in these areas. Your Company have also developed an open source Artificial Intelligence
platform code named Wipro HOLMES. This is a generic cognitive computing platform that
enables development of AI applications such as digital virtual agents, predictive systems,
cognitive process automation, visual computing applications, knowledge virtualisation,
robotics and drones. Your Company is building a Human Machine Interfaces ("HMI")
platform which would enable humans to converse with the system in natural language on the
The platform also helps in generating multi-modal reactions to human emotions. The
Wipro ngGenie, myAdvisor provides next generation experiences by enabling Voice and
Conversation based advice based on deep domain knowledge. Wipro Retail Sense helps enable
virtual experiences with a compelling experience of touch & feel through next
generation human computer interactions that combine virtual reality, holographic and
haptic technologies to provide multi modal digital experience & feedback. Your Company
has created solutions at the intersection of cutting edge technologies using Computer
Vision, Robotics & Machine Learning technologies that solve key business problems in
Retail, Consumer Goods and Banking domains. Wipro Sight, a comprehensive in-store
analytics solution for the Retail and Consumer Good industry combines the power of human
sight with the speed of computer vision, and enables processing and analysis of
surveillance data to empower retailers with a near real-time situational awareness,
enabling them to respond speedily to waiting customers, long queues, unanticipated
stock-outs and similar situations. The solution was showcased at National Retail
Federation-January 2015 at New York and was recognized as one of the top 5 Innovations by
the Retail Week magazine.
The innovation incubation center, Technovation Center continues to play a key role in
helping customers design and conceptualise "change the business" portfolio by
leveraging future of technologies, industry processes and consumer behavior. The
Technovation Center has evolved into a platform to ideate, experiment, develop and create
disruptive solutions that shape future of business at the intersection of technologies.
Your Companys research and development expenses for the years ended March 31,
2014 and 2015 were Rs 2,660 Mn and Rs 2,513 Mn respectively for our continuing operations.
27. Risk Management Policy
Disclosure indicating development and implementation of a Risk Management Policy is
provided in the Management Discussion and Analysis Report forming part of this Report.
28. Corporate Social Responsibility
As per the Companies Act, 2013, companies having net worth of Rs 500 crore or more, or
turnover of Rs 1000 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 of Directors 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 companys three immediately preceding financial years. Accordingly, your
Company spent Rs 1,327 Mn towards CSR activities in fiscal 2015. The contents of the CSR
policy and initiatives taken by the Company on Corporate Social Responsibility during the
year 2014-15 is attached as Annexure F to this Report and contents of the CSR policy is
available on our website at www.wipro.com The terms of reference of the Corporate Social
Responsibility (CSR) broadly comprises and forms part of Board Governance, Nomination and
Compensation Committee and these terms of reference are in accordance with Section 135 of
the Companies Act, 2013. The Committee comprises of Dr. Ashok Ganguly, Mr. N Vaghul and
Mr. William Arthur Owens.
29. Share Capital
The paid up equity share capital of the Company as on March 31, 2015 was Rs
4,938,086,076. During the year under review, the Company has not issued shares with
difierential voting rights and sweat equity shares.
30. Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans
Details of the shares issued under Employee Stock Option Plan (ESOP), and also the
disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of
Companies (Share Capital and Debentures) Rules, 2014 and Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employees Stock purchase Scheme)
Guidelines, 1999 are set out in the Annexure to this report.
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.
31. Foreign Exchange Earnings and Outgoings
During the year, your Company has earned Foreign Exchange of Rs 367,665 million and the
outgoings in Foreign Exchange were Rs 194,308 million.
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, 2011
include the following:
||Name of the shareholder
||No. of Shares as on March 31, 2015
||Azim H Premji
||Yasmeen A Premji
||Rishad Azim Premji
||Tariq Azim Premji
||Mr. Azim Hasham Premji Partner Representing Hasham Traders
||Mr. Azim Hasham Premji Partner Representing Prazim Traders
||Mr. Azim Hasham Premji Partner Representing Zash Traders
||Regal Investments & Trading Company Pvt Ltd
||Vidya Investment & Trading Company Pvt Ltd
||Napean Trading & Investment Company Pvt Ltd
||Azim Premji Foundation (I) Pvt. Ltd
||Azim Premji Trust (Held by Trustees of the Trust)
||Azim Premji Trustee Company Private Limited
||Azim Premji Foundation for Development
||Azim Premji Foundation
||Azim Premji Trust Services Private Limited
||Azim Premji Safe Deposits Private Limited
||Azim Premji Custodial and Management Private Limited
||Hasham Premji Private Limited
33. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, Clause 49 of the Listing
Agreement and in line with our corporate governance guidelines, peer evaluation of all
Board members, annual performance evaluation of its own performance, as well as the
evaluation of the working of its Committees of the Board. This evaluation is led by the
Chairman of the Board Governance, Nomination and Compensation Committee with specific
focus on the performance and efiective functioning of the Board. The evaluation process
also considers the time spent by each of the Board members, core competencies, personal
characteristics, accomplishment of specific responsibilities and expertise.
34. Internal Control System and their adequacy
Your Company has an Internal Control System commensurate with the size of the Company
and nature of its business and the complexities of its operations. Your Company has
adopted required COSO Framework (Committee of Sponsoring Organizations of the Treadway
Commission) for evaluating internal controls. This Framework provides five integrated
components of internal controls, namely, Control Environment, Risk Assessment, Control
Activity, Information and Communication and Monitoring. Information Technology controls
were document, assessed and tested under the COBIT framework. The evaluation of internal
controls was carried out Enterprise Risk Management function of your Company.
35. Vigil Mechanism
The Company has adopted an Ombuds process which is a channel for receiving and
redressing of employees complaints. Under this policy, we encourage our employees to
report any reporting of fraudulent financial or other information to the stakeholders, any
conduct that results in violation of the Companys Code of Business Conduct, to
management (on an anonymous basis, if employees so desire).
Likewise, under this policy, we have prohibited discrimination, retaliation or
harassment of any kind against any employees who, based on the employees reasonable
belief that such conduct or practice have occurred or are occurring, reports that
information or participates in the said investigation. No individual in the Company has
been denied access to the Audit/ Risk and Compliance Committee or its Chairman.
Mechanism followed under Ombudsmen process is appropriately communicated within the
Company across all levels and has been displayed on Wipros intranet and on
Wipros website at www.wipro.com The Audit/Risk and Compliance Committee periodically
reviews the functioning of this mechanism.
This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. No personnel of the Company were denied access to the
Audit/Risk & Compliance Committee.
36. Information required under sexual harassment of women at workplace (prevention,
prohibition & redressal) Act, 2014 Please refer page no. 108 of the Business
37. 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, M/s V Sreedharan & Associates, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of
the Secretarial Audit in Form MR 3 for the Financial Year ended March 31, 2015 is annexed
as Annexure G to the Report. There are no qualifications, reservations or adverse remarks
made by Secretarial Auditor in his report.
38. Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section
on corporate governance practices followed by your Company, together with a certificate
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 no.
39. Business Responsibility Reporting
As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section
on Business Responsibility Reporting forms an integral part of this Report.
40. Particulars of Employees
The 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 H1 to this Report. A statement containing names of
employees employed throughout the financial year and in receipt of remuneration of Rs 60
lacs or more, employees employed for part of the year and in receipt of Rs 5 lac or more
per month, pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as Annexure H2 to this Report.
The 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
42. Extract of Annual Return
The extract of the Annual Return of your Company as on March 31, 2015 as provided under
sub-section (3) of Section 92 in the Form MGT 9 is enclosed at page no. 48 as a part of
the Directors Report.
43. Green Initiatives
Electronic copies ofthe Annual Report 2014-15 and Notice of the 69th Annual General
Meeting are sent to all members whose email addresses are registered with the Company/
Depository participant(s). For members who have not registered their email addresses,
physical copies of the Annual Report 2014-15 and the Notice of the 69th Annual General
Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode.
Members requiring physical copies can send a request to the Company.
Your Company provides e-voting facility to all its members to enable them to cast their
votes electronically on all resolutions set forth in the Notice. This is pursuant to the
Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015.
44. 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 3, 2015