Directors
Dear Shareholders,
On behalf of the Board of Directors, I am happy to present the 65th Directors’
Report of your Company along with the Balance Sheet and Profit and Loss Account for the
year ended March 31, 2011.
Financial Performance
Key aspects of consolidated financial performance for Wipro and its group companies and
standalone financial results for Wipro Limited for the financial year 2010-11 are
tabulated below:
(Rs. in Mn)
|
Consolidated |
Standalone |
|
2010-11 |
2009-10 |
2010-11 |
2009-10 |
| Sales and Other income |
316,938 |
276,505 |
269,038 |
237,887 |
| Profit before Tax |
62,348 |
55,095 |
57,055 |
56,888 |
| Provision for Tax |
9,695 |
9,163 |
8,618 |
7,908 |
| Minority interest and equity in earnings/(losses) in affiliates |
271 |
378 |
- |
- |
| Profit for the year* |
52,924 |
46,310 |
48,437 |
48,980 |
| Appropriations |
|
|
|
|
| Interim Dividend |
4,908 |
- |
4,908 |
- |
| Proposed Dividend on equity shares |
9,818 |
8,809 |
9,818 |
8,809 |
| Corporate tax on distributed dividend |
2,204 |
1,283 |
2,204 |
1,283 |
| Transfer to General Reserve |
4,844 |
36,218 |
4,844 |
38,888 |
| Balance retained in Profit & Loss account |
31,150 |
- |
26,663 |
- |
* Profit for the year in standalone result is after Rs. 326 million (March 2010: Rs.
4,534 million of gains/(losses) 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’ funds. (Refer note 6
on page 112)
Global and Industry outlook
According to NASSCOM Strategic Review 2011, IT spend in 2011 is expected to grow about
4%. It is expected that in 2011, there will be increased use of Cloud and Mobile
Computing. IT Services is expected to grow by about 3.5% in 2011 and 4.5% in 2012.
Organisations will look for alternative IT models like Cloud, On-demand Services, SaaS,
etc, – in order to reduce hardware infrastructure costs and achieve scalability on
demand. The Forrester US and Global IT market Outlook Q3, 2010-11 predicts that U.S. IT
market will grow by 6.6% in 2011. Companies are increasingly turning to Offshore
Technology Service providers in order to meet their needs for high quality, cost
competitive technology solutions. As a result, spending in several IT categories is
expected to expand.
Subsidiary Companies
The Ministry of Corporate Affairs, Government of India, has granted a general exemption
under section 212(8) of the Companies Act, 1956 from the requirement to attach detailed
financial statements of each subsidiary. In compliance with the exemption granted, we have
presented in page 163 & 164 summary financial information for each subsidiary.
The detailed financial statements and audit reports of each of the subsidiaries are
available for inspection at the registered office of the company during office hours
between 11 am to 1 pm and upon written request from a shareholder, your company
will arrange to send the financial statements of subsidiary companies to the said
shareholder.
Consolidated Results
Our Sales for the current year grew by 15% to Rs.. 316,938 million and our Profit for
the year was Rs. 52,924 million, recording an increase of 14% over the previous year. Over
the last 10 years, our Sales and Profit after Tax have grown at a CAGR (compounded annual
growth rate) of 26% and 23% respectively.
Dividend
Your Directors recommend a final Dividend of 200% (Rs. 4/- per equity share of Rs. 2/-
each) to be appropriated from the Profits of the year 2010-11, subject to the approval of
the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in
compliance with applicable regulations.
During the year 2010-11, unclaimed dividend of Rs. 1,37,605/- was transferred to the
Investor Education and Protection Fund, as required under the Investor Education and
Protection Fund (Awareness and Protection of Investor) Rules, 2001.
Interim Dividend
Pursuant to the approval of Board of Directors on January 21, 2011, your company had
distributed an interim dividend of Rs. 2/- per share, of face value of Rs. 2/- each, to
shareholders, who were on the Register of Members of the company as at closing hours of
January 28, 2011, being the record date fixed by the Board of Directors for this purpose.
Issue of Bonus equity shares/American Depository Shares
In terms of approval of the shareholders of the company through Postal Ballot pursuant
to Section 192 A(2) of the Companies Act, 1956 read with the companies (Passing of the
Resolutions by Postal Ballot) on June 4, 2010, the Company had allotted Bonus equity
shares of Rs. 2/- each in the ratio of 2:3 (two bonus shares for every three shares held)
to the shareholders of the Company who were on the Register of Members of the Company as
on June 16, 2010, being the Record Date fixed by the Board of the Directors of the Company
for this purpose.
Mergers and Acquisitions
During the year, the Company re-structured a few of its subsidiaries including overseas
subsidiaries through merger/ other legal process.
Wipro Yardley Consumer Care Private Limited, a subsidiary Company got merged with Wipro
Limited w.e.f. April 1, 2010, being the Appointed Date.
Investments in direct subsidiaries
During the year under review, your Company had invested an aggregate of USD 34 Mn as
equity in its direct subsidiaries i.e. Wipro Cyprus Private Limited, Wipro Inc, Wipro
Holdings Mauritius Limited and Wipro Infrastructure Engineering Machinery (Changzhou) Co.,
Ltd. Apart from this, your Company had funded its subsidiaries, from time to time, as per
the fund requirements, through loans, guarantees and other means.
Corporate Governance & Corporate Social Responsibility
Your company believes that Corporate Governance is the basis of stakeholder
satisfaction. Your company’s governance practices are described separately in page 63
of this annual report. Your company has obtained a certification from V. Sreedharan &
Associates, Company Secretaries on compliance with clause 49 of the listing agreement with
Indian Stock Exchanges. This certificate is given in page 92.
With a view to strengthen the Corporate Governance framework, the Ministry of Corporate
Affairs has incorporated certain provisions in the Companies Bill 2009. The Ministry of
Corporate Affairs has also issued a set of Voluntary Guidelines on Corporate Governance
and Corporate Social Responsibility in December 2009 for adoption by companies. The
Guidelines broadly outline conditions for appointment of directors, guiding principles to
remunerate directors, responsibilities of the Board, Risk Management, rotation of audit
partners, audit firms and conduct of secretarial audit and other Corporate Governance and
Corporate Social Responsibility related disclosures. Your Company has by and large
complied with various requirements and is in the process of initiating appropriate action
for other applicable requirements.
Corporate Governance is also related to Innovation and strategy as the
organization’s ideas of Innovation and strategies are driven to enhance stakeholder
satisfaction.
Personnel
The particulars of employees as required by Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employee) Rules, 1975 as amended have been
provided as Annexure ‘C’ to this report.
Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans
Information relating to stock options program of the Company is provided as Annexure B
of this report. The information is being provided in compliance with Clause 12 of the
Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock
Purchase Scheme) Guidelines, 1999, as amended. No employee was issued Stock Option, during
the year equal to or exceeding 1% of the issued capital of the Company at the time of
grant.
Foreign Exchange Earnings and Outgoings
During the year, your company has earned foreign exchange of Rs. 183,771 million and
the outgoings in foreign exchange were Rs. 85,642 million, including outgoings on
materials imported and dividend.
Research and Development
Requirement under Rule 2 of Companies (Disclosure of particulars in the report of Board
of Directors) Rules, 1988 regarding Technical Absorption and Research and Development in
Form B is given in Page 54 of the Annual Report, to the extent applicable.
Conservation of Energy
The Company has taken several steps to conserve energy through its "Eco Eye and
Sustainability" initiatives disclosed separately as part of this Annual Report. The
information on Conservation of Energy required under Section 217(1)(e) of the Companies
Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is provided in Annexure A in page 53 of this annual
report.
Directors:
(A) Appointment
1. Mr. T. K. Kurien was appointed as an Additional Director of the Company with effect
from February 1, 2011 in accordance with Section 260 of the Companies Act, 1956, by the
Board of Directors at its meeting held on January 21, 2011. Mr. T. K. Kurien will hold
office till the date of the Annual General Meeting of the Company scheduled to be held on
July 19, 2011. The requisite notices together with necessary deposits have been received
from a member pursuant to Section 257 of the Companies Act, 1956 proposing the election of
Mr. T.K. Kurien as a Director of the Company. Accordingly, necessary resolution has been
included in the notice for calling Annual General Meeting, for his appointment as a
Director (designated as CEO (IT Business) and Executive Director).
2. Mr. M.K. Sharma was appointed as an Additional Director of the Company in accordance
with Section 260 of the Companies Act, 1956, by the Board of Directors with effect from
July 1, 2011. The Additional Director would hold office till the date of Annual General
Meeting of the Company scheduled to be held on July 19, 2011. The requisite notices
together with necessary deposits have been received from a member pursuant to section 257
of the Companies Act, 1956 proposing the election of Mr. M. K. Sharma, as a Director.
(B) Re-appointment
Articles of Association of the Company provide that at least two-third of our Directors
shall be subject to retirement by rotation. One third of these retiring Directors must
retire from office at each Annual General Meeting of the shareholders. A retiring Director
is eligible for reelection. Mr. Suresh C Senapaty, Mr William Arthur Owens and Mr B C
Prabhakar retire by rotation and being eligible offer themselves for reappointment at the
ensuing Annual General Meeting. The Board Governance and Nomination Committee have
recommended their re-appointment for consideration of the Shareholders.
Board of Directors vide circular resolution of June 15, 2011, re-appointed Mr. Azim H
Premji as Chairman and Managing Director of the Company (designated as
"Chairman") for a further period of two years with effect from July 31, 2011.
This re-appointment is subject to the approval of the shareholders of the Company at the
ensuing Annual General Meeting.
(C) Cessation
During the year 2010-11 Mr. Girish S Paranjpe and Mr. Suresh Vaswani resigned as Board
members of the company with effect from closure of business hours on January 31, 2011.
The Board places on record the valuable contributions of Mr. Girish S Paranjpe and Mr.
Suresh Vaswani during their tenure as Directors of the Company.
Group
The names of the Promoters and entities comprising "group" (and their
shareholding) as defined under the Monopolies and Restrictive Trade Practices
("MRTP") Act, 1969 for the purposes of Section 3(1)(e)(i) of SEBI (Substantial
Acquisition of Shares and Takeover) Regulations, 1997 include the following:
| Name of the shareholder |
No. of shares |
| 1 Azim H Premji |
93,405,100 |
| 2 Yasmeen A Premji |
10,62,666 |
| 3 Rishad Azim Premji |
9,46,666 |
| 4 Tariq Azim Premji |
2,65,000 |
| 5 Mr. Azim Hasham Premji Partner Representing Hasham Traders |
543,765,000 |
| 6 Mr Azim Hasham Premji Partner Representing Prazim Traders |
541,695,000 |
| 7 Mr. Azim Hasham Premji Partner Representing Zash Traders |
540,408,000 |
| 8 Regal Investments & Trading Company Pvt Ltd |
1,87,666 |
| 9 Vidya Investment & Trading Company Pvt Ltd |
1,87,666 |
| 10 Napean Trading & Investment Company Pvt Ltd |
1,87,666 |
| 11 Azim Premji Foundation (I) Pvt. Ltd |
10,843,333 |
| 12 Azim Premji Trust |
2,13,000,000 |
| 13 Azim Premji Trustee Company Private Limited |
NIL |
| 14 Azim Premji Foundation for Development |
NIL |
| 15 Azim Premji Foundation |
NIL |
| 16 Azim Premji Trust Services Private Limited |
Nil |
| 17 Azim Premji Safe Deposits Private Limited |
Nil |
| 18 Azim Premji Custodial Services Private Limited |
Nil |
Management’s Discussion and Analysis Report
The Management’s Discussion and Analysis on Company’s performance –
industry trends and other material changes with respect to the Company and its
subsidiaries, wherever applicable, are presented on pages 32 through 48 of this annual
report.
Re-appointment of Statutory Auditor
The auditors, M/s. BSR & Co., Chartered Accountants, retire at the ensuing Annual
General Meeting and have confirmed their eligibility and willingness to accept office, if
re-appointed. The proposal for their re-appointment is included in the notice for Annual
General Meeting sent herewith.
Re-appointment of Cost Auditor
Pursuant to the direction from the Ministry of Corporate Affairs for appointment of
Cost Auditors, your Board of Directors has re-appointed M/s. P.D. Dani & Co., Cost
Accountants, as the Cost Auditor for the year ended March 31, 2012.
The Cost Audit report for the year ended March 31, 2010 was due on September 30, 2010
and was filed by the cost Auditor on August 25, 2010.
Fixed Deposits
Your company has not accepted any fixed deposits. Hence, there is no outstanding amount
as on the Balance Sheet date.
Green Initiatives in Corporate Governance
Ministry of Corporate Affairs has recently permitted companies to send electronic
copies of Annual Report, notices etc., to the e-mail IDs of shareholders. We have
accordingly arranged to send the soft copies of these documents to the e-mail IDs of
shareholders wherever applicable. In case any of the shareholder would like to receive
physical copies of these documents, the same shall be forwarded on written request to the
Registrars M/s. Karvy Computer Share Private Limited.
Directors’ Responsibility Statement
On behalf of the Directors I confirm that as required under Section 217 (2AA) of the
Companies Act, 1956.
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and that no material departures are made from the same;
b) We have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give true and fair view
of the state of Affairs of the Company at the end of the financial year and of the Profits
of the Company for the period;
c) We have taken proper and suficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; and
d) We have prepared the annual accounts on a going concern basis.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company. I am sure you
will join our Directors in conveying our sincere appreciation to all employees of the
Company for their hard work and commitment. Their dedication and competence has ensured
that the Company continues be a significant and leading player in the IT services
industry.
For and on behalf of the Board of Directors
Azim H. Premji,
Chairman
Bangalore, June 17, 2011
Annexure A forming part of the Directors’ Report
A. DISCLOSURE OF PARTICULARS WITH RESPECT TO
CONSERVATION OF ENERGY
( Wipro Infrastructure Engineering Division)
| ELECTRICITY |
|
2010-11 |
2009-10 |
| a. Purchased |
|
_ |
_ |
| Unit |
KWH |
8,528,328 |
5,683,709 |
| Total Amount |
Rs. |
46,194,564 |
30,024,982 |
| Rate/Unit |
Rs. |
5.42 |
5.28 |
| b. Own Generation through DG |
|
|
|
| Unit |
KWH |
1,080,430 |
824,978 |
| Unit/Ltr. Of |
Units |
2.91 |
2.53 |
| Diesel |
|
|
|
| Cost per unit |
Rs. |
13.28 |
13.87 |
B. CONSUMPTION PER UNIT PRODUCTION
( Wipro Infrastructure Engineering Division)
| Hydraulic cylinder |
Electricity (kwh/Cyl.) |
Diesel (Lts/Cyl.) |
| 2010-11 |
20.11 |
0.77 |
| 2009-10 |
20.40 |
1.02 |
C. DISCLOSUREOF PARTICULARS WITH RESPECT TO CONVERSATION OF ENERGY
( Wipro Consumer Care Division)
| Electricity |
|
2010-11 |
2009 - 2010 |
| a Purchased |
|
_ |
_ |
| Unit |
KWH |
19,857,756 |
18,104,719 |
| Total Amount |
Rs. |
98,858,732 |
81,983,935 |
| Rate/unit |
Rs. |
4.98 |
4.53 |
| b Own generation |
|
_ |
_ |
| Through Diesel |
|
_ |
_ |
| Generator |
|
|
|
| Unit |
KWH |
1,961,637 |
1,047,006 |
| Unit/litre of diesel |
Units |
3.14 |
3.15 |
| Cost per unit |
Rs. |
12.25 |
10.90 |
| Coal |
|
|
|
| Quantity |
Tones |
1,843 |
2,594 |
| Total Cost |
Rs. |
10,184,851 |
12,115,327 |
| Av. Rate |
Rs. |
5,528 |
4,671 |
| Furnace Oil |
|
2010-11 |
2009-10 |
| Quantity FO |
Ltrs. |
3,149,110 |
4,546,900 |
| Total Cost |
Rs. |
102,419,666 |
120,679,932 |
| Av. Rate |
Rs. |
32.52 |
26.54 |
| LPG & Propane |
|
|
|
| Quantity |
Kgs. |
741,751 |
697,410 |
| Total Cost |
Rs. |
30,954,644 |
24,944,813 |
| Av. Rate |
Rs. |
41.73 |
35.77 |
| Gas |
|
|
|
| H2 |
|
|
|
| Quantity |
CMT |
108,642 |
107,623 |
| Total Cost |
Rs. |
3,547,283 |
3,670,983 |
| Av. Rate |
Rs. |
32.65 |
34.11 |
D. CONSUMPTION PER UNIT PRODUCTION
( Wipro Consumer Care Division)
| Vanaspati |
Electricity |
Liquid Diesel Oil |
|
(KWH/ Tonne) |
(Litres / Tonne) |
|
ACT |
STD |
|
| 2010/11 |
132.38 |
109 |
NA |
| 2009/10 |
130.53 |
109 |
NA |
| General Lighting System |
Electricity |
Liquid Diesel Oil |
|
(KWH/ 000 nos.) |
(Litres / 000 nos.) |
|
ACT |
STD |
ACT |
STD |
| 2010/11 |
14.04 |
16.00 |
0.36 |
- |
| 2009/10 |
14.72 |
16.00 |
0.37 |
- |
| Flourescent Tube Light |
Electricity |
Liquid Diesel Oil |
|
(KWH/ 000 nos.) |
(Litres / 000 nos.) |
|
ACT |
STD |
ACT |
STD |
| 2010/11 |
107.55 |
129.00 |
5.19 |
- |
| 2009/10 |
135.20 |
136.00 |
3.79 |
- |
FORM B
Wipro’s R&D Activities: 2010-11
Wipro’s R&D focus is to strengthen the portfolio of Applied Research, Centers
of Excellence (CoE), Solution Accelerators and Software Engineering Tools &
Methodologies.
Applied Research
Your Company’s activities in Applied Research are focused around Content Analytics
and E-discovery. Investment in Applied Research has helped in collaboration with academic
institutes like Georgia Tech for Enterprise Software Infrastructure performance in the
cloud and IIIT-B in the space of social analytics. Your Company has filed invention
disclosures in the area of query processing incubated solutions of E-discover and made
publications in ACM.
Your Company’s researchers were actively involved in Government committees to
integrate Rupee sign into ICT environments. Rupee symbol is incorporated into personal
computers and first keyboard was created with the Indian Rupee symbol.
Your Company has entered into a joint collaboration agreement with Imec, a leading
research institution from Belgium, world leader in Applied Research in Semiconductor and
Nano technology in March 2011. The joint team being set up at Wipro’s campus in
Bangalore will develop IPs targeted for products and solutions based on MEMS based smart
sensors for emerging market need.
Centers of Excellence (CoE)
The goal of a CoE is to create competencies in emerging areas of technologies and
industry domain and incubate new practices for business growth. In order to enhance focus,
few technologies are driven centrally as Theme initiatives. For FY 2010-11, the technology
themes identified were Cloud Computing, Green IT, Social Computing, Information
Management, Mobility, Collaboration and Open Source. Investments in Technology Themes have
resulted in creation of several new services like Cloud SI Services, Cloud Originator
Services in areas of Mortgage Processing and Green Consulting. We have established
partnerships with leading technology platform providers like Microsoft, Cisco, EMC, HP,
Oracle, Amazon, Salesforce, etc.
Solution Accelerators
Your Company continued to invest in Reusable IP’s/Solution Accelerators
(components, tools, frameworks) which help in accelerating the implementation of Solutions
in customer engagements. Your Company has integrated various accelerator assets to create
integrated stacks and solution.
Sample examples of integrated stack and solutions and business platforms are the Wipro
Cloud Stack, Digital Marketing Platform and Enterprise Grade Smart Meters, Telco in a Box,
Oracle based Clinical Trials solutions.
Software Engineering Tools & Methodologies
Your Company continued to invest in in-house development of Software Engineering tools
to improve productivity and Quality; Examples include Wipro Style, Wipro Accelerator ,
Wipro Unit Test and Wipro Code Checker and Deepcheck. These tools have been widely
deployed across projects in your Company.
Your Company continued investment in developing an approach for Flex Shared Delivery
with innovative solution for effective queue and capacity management for reduced cost.
Your Company has developed an in-house KEDB (Known Error Data Base) Tool that will help
in faster ticket resolution in Managed Services projects.
Patents
In FY 2010-11, your Company had filed for 7 new patents and from the previous filings,
6 patents have been granted.
Expenditure on R&D
During the year under review, your company incurred an expenditure of Rs. 1,656 million
including capital expenditure in continued development of R& D activities.
Annexure B
DISCLOSURE IN COMPLIANCE WITH THE CLAUSE 12 OF THE SEBI (EMPLOYEE STOCK OPTION SCHEME)
AND (EMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES 1999, AS AMENDED
| Description |
WESOP 1999 |
WESOP 2000 |
ADS 2000 Stock Option Plan |
Wipro Restricted Stock Unit Plan 2004 |
Wipro Restricted Stock Unit Plan 2005 |
ADS Restricted Stock Unit Plan 2004 |
Wipro Restricted Stock Unit Plan 2007 |
| 1 Total Number of options under the Plan |
50,000,000 (Adjusted for the issue of bonus shares in the years 2004,
2005 and 2010) |
250,000,000 (Adjusted for the issue of bonus shares in the years 2004,
2005 and 2010) |
15,000,000 ADS representing 15,000,000 underlying equity shares
(Adjusted for the issue fo bonus shares of the years 2004, 2005 and 2010) |
20,000,000 (Adjusted for the issue of bonus shares of the years 2004,
2005 and 2010) |
20,000,000 (Adjusted for the issue of bonus shares of the year 2005 and
2010) |
20,000,000 ADS representing 20,000,000 underlying equity shares
(Adjusted for the issue of bonus shares of the years 2004. 2005 and 2010) |
16,666,667 (Adjusted for the issue fo bonus shares of the year 2010 |
| 2 Options/RSUs grants approved during the year |
- |
- |
- |
1,352,480 |
3,390,840 |
84,580 |
1,837,030 |
| 3 Pricing formula |
Fair market value i.e. the market price as defined by the Securities and
Exchange Board of India |
Fair market value i.e. the market price as defined by the Securities and
Exchange Board of India |
Exercise price being not less than 90% of the market price on the date
of grant |
Face value of the share |
Face value of the share |
Face value of the share |
Face value of the share |
| 4 Options Vested during the year |
- |
- |
- |
921,477 |
5,519,756 |
1,073,312 |
- |
| 5 Options exercised during the year |
|
80,000 |
|
1,618,092 |
3,864,118 |
870,622 |
- |
| 6 Total number of shares arising as a result of exercise of option (as of March 31,
2011) |
- |
80,000 |
- |
1,618,092 |
3,864,118 |
870,622 |
- |
| 7 Options lapsed/forfeited during the year * |
- |
121,606 |
- |
111,960 |
646,488 |
233,715 |
73,950 |
| 8 Variation of terms of options upto March 31, 2011 |
- |
- |
- |
- |
- |
- |
- |
| 9 Money realised by exercise of options during the year (Rs.) |
- |
23,472,000 |
- |
3,236,185 |
7,728,235 |
1,741,244 |
- |
| 10 Total number of options in options in force at the end of the year (granted, vested
and unexercised/unvested and unexercised |
- |
- |
- |
3,231,032 |
10,361,519 |
3,223,892 |
1,790,210 |
| 11 Employee wise details of options granted to : |
- |
- |
- |
- |
- |
- |
- |
| i. Senior Management during the year |
|
|
|
|
|
|
|
| a. Suresh Vaswani |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
50,000 |
| b. Girish Paranjpe |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
50,000 |
| c. T K Kurien |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
30,000 |
| d. S Deb |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
18,000 |
| e. Pratik Kumar |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
30,000 |
| f. Vineet Agrawal |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
40,000 |
| g. Martha Bejar |
Nil |
Nil |
Nil |
Nil |
Nil |
16,600 |
Nil |
| ii. Employees holding 5% or more of the total number of options granted during the
year |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
| iii. Identified employees who were granted option, during any one year, equal to or
exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the
Company at the time of grant |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
| 12 Diluted Earning per Share pursuant to issue of shares on exercise of option
calculated in accordance with Accounting Standard (AS ) 20 |
19.78 |
19.78 |
19.78 |
19.78 |
19.78 |
19.78 |
19.78 |
| 13 Where the Company has calculated the employees compensation cost using the
instrinsic value of the stock opitons, the difference between the employee compensation
cost so computed and the employee compensation cost that shall have been recognised if it
had used the fair vaule of the options. The impact of this difference on Profits and on
EPS of the Company |
Not applicable as there were no grants during the year under this Plan |
Not applicable as there were no grants during the year under this Plan |
Not applicable as there were no grants during the year under this Plan |
Since these options were granted at a nominal exercise price, intrinsic value on the
date of grant approximates the fair value of options |
Since these options were granted at a nominal exercise price, intrinsic value on the
date of grant approximates the fair value of options |
Since these options were granted at a nominal exercise price, intrinsic value on the
date of grant approximates the fair value of options |
Since these options were granted at a nominal exercise price, intrinsic value on the
date of grant approximates the fair value of options |
| 14 Weighted average exercise prices and weighted average fair values of options
separately for options whose exercise price either equals or exceeds or is less than the
market prices of the stock |
Not applicable as there were no grants during the year under this Plan |
Not applicable as there were no grants during the year under this Plan |
Not applicable as there were no grants during the year under this Plan |
Exercise price Rs. 2/- per option. Fair value Rs. 480.20/- as on March 31, 2011 |
Exercise price Rs. 2/- per option. Fair value Rs. 480.20/- as on March 31, 2011 |
Exercise price Rs. 2/- per option. Fair value $ 14.65/- as on March 31, 2011 |
Exercise price Rs. 2/- per option. Fair value Rs. 480.20/- as on March 31, 2011 |
| 15 A description of method and significant assumptions used durng the year to estimate
the fiar values of options, including the following weighted average information: |
- |
- |
- |
- |
- |
- |
- |
| (a) risk free interest rate |
Not applicable as there were no grants during the year under this Plan |
Not applicable as there were no grants during the year under this Plan |
Not applicable as there were no grants during the year under this Plan |
Since these options were granted at a nominal exercise price, intrinsic value on the
date of grant approximatels the fair value of options |
Since these options were granted at a nominal exercise price, intrinsic value on the
date of grant approximatels the fair value of options |
Since these options were granted at a nominal exercise price, intrinsic value on the
date of grant approximatels the fair value of options |
Since these options were granted at a nominal exercise price, intrinsic value on the
date of grant approximatels the fair value of options |
| (b) expected life |
|
|
|
|
|
|
|
| (c ) expected volatility |
|
|
|
|
|
|
|
| (d) expected dividends and |
|
|
|
|
|
|
|
| (e) the price fo the underlying share in market at the time of option grant |
|
|
|
|
|
|
|
* As per the Plan, Options/RSUs lapse only on termination of the Plan. If an
Option/RSU, expires or becomes unexercisable without having been exercised in full, such
options shall become available for future grant under the Plan.
Annexure C
Particulars of Employees forming part of the Director’s Report for the year ended
March 31, 2011 Information pursuant to Section 217(2A)(b)(ii) of the Companies Act, 1956
and the Companies (Particulars of Employees) Rules,1975.
| Name |
Date of Joining |
Remuneration |
Designation |
Qualification |
Experience |
Age |
Last Employment |
|
|
(Rs.) |
|
|
|
|
|
| 1 Abhijit Bhaduri |
01/10/2009 |
9,078,418 |
Chief Learning Officer & Head - CHRD |
MBA |
26 |
51 |
Microsoft Corp |
| 2 Achuthan Nair |
29/04/1991 |
6,336,844 |
Vice - President-& Business Head |
PGDBM, BE |
19 |
44 |
Hindustan Petroleum |
| 3 Ajoy Menon |
21/02/2000 |
6,072,872 |
Vice - President |
B.A, PGDM, |
16 |
39 |
First Employment |
| 4 Amitava Sharma |
17/05/1999 |
6,054,140 |
Vice - President |
MBA, BE |
20 |
42 |
Pricewaterhouse Coop |
| 5 Anand Sankaran |
26/06/1989 |
9,600,301 |
Sr. Vice President & Business Head |
BE |
21 |
42 |
Pertech Computers |
| 6 Anil Chugh |
19/04/1999 |
8,670,880 |
Sr.Vice President |
B.Tech, MMS |
20 |
45 |
Gillette |
| 7 Anil K Jain |
10/04/1989 |
8,036,391 |
Sr. Vice President & Business Head- Global Communic |
BE, MBA |
21 |
46 |
Org Systems |
| 8 Anurag Behar |
20/05/2002 |
6,568,273 |
Chief Sustainablity Officer |
BE, MBA |
14 |
43 |
Wipro GE Medical Systems |
| 9 Anurag Mehrotra |
02/01/2001 |
6,878,649 |
Vice President and Head Client Relationship Group |
BE |
24 |
47 |
Informix International |
| 10 Ashutosh Vaidya |
17/01/1962 |
9,626,423 |
Head Wipro BPO |
BE |
24 |
49 |
HP GLOBALSOFT LTD |
| 11 Badiga L K |
29/10/1990 |
15,051,737 |
Chief Information Officer |
MTech, BE |
31 |
55 |
Alghmin Communicatin Services, Kuwait |
| 12 Bhanumurthy B M |
03/09/1992 |
12,965,652 |
Senior Vice President- Retail,CPG& Distribution |
PGDM, Btech |
24 |
46 |
CMC |
| 13 Dayapatra Nevatia |
15/02/1993 |
6,961,224 |
Vice President & Vertical Head-Energy |
MTech, Btech |
17 |
41 |
First Employment |
| 14 Deepak Jain |
21/03/1986 |
8,400,529 |
Senior Vice President & Global Head - TIS |
BE |
24 |
45 |
Raba Contel .P. Ltd/ |
| 15 Dr.Anurag Srivastava |
15/12/2000 |
6,604,122 |
Chief Technology Officer |
BTech, MTech, PHD |
19 |
43 |
Evizeon |
| 16 Gangadharaiah C P |
16/02/1995 |
10,118,669 |
Senior Vice President-Testing Services |
BE, ME, M.Sc. |
33 |
57 |
ITI Ltd. |
| 17 Hariprasad Hegde |
01/01/2005 |
6,267,522 |
VP and BU Head - Wipro Water |
PG Diploma, BTech, B.SC. |
27 |
50 |
Satyam Computer Services Limited |
| 18 Harish J Shah |
18/02/1991 |
12,242,812 |
Sr VP and Global Operations Head |
Others, ICWA, B COM |
30 |
53 |
National Textiles Corpn Ltd., |
| 19 Harsh Bhatia |
14/01/1966 |
6,834,109 |
Vice President |
B.SC., SSC, |
23 |
45 |
DakSH |
| 20 Harsha Lal |
08/01/2007 |
7,263,585 |
Vice President- Business Head - Microsoft |
BTech, PGDM |
23 |
49 |
Sun Microsystems Inc |
| 21 Hoshedar Contractor |
01/02/1961 |
7,508,060 |
Vertical Head |
B Com |
22 |
50 |
KLM/NW Airlines |
| 22 Jagdish Ramaswamy |
28/02/2003 |
7,944,667 |
Chief Quality Officer |
BE, Diploma |
25 |
46 |
Tyco Health Care |
| 23 Kenny Kesar |
27/12/2006 |
6,877,467 |
Vice - President- Information Systems |
BE |
19 |
41 |
GE Healthcare |
| 24 Keyur Maniar |
16/02/1970 |
6,217,259 |
Vertical Head |
BE , MBA, Diploma |
16 |
41 |
Capital One Financial |
| 25 Kumudha Sridharan |
31/05/1995 |
6,812,424 |
Vice - President- Testing Services |
BE |
24 |
46 |
ITI Ltd. |
| 26 Lakshminarayana K R |
03/07/1995 |
10,784,363 |
Chief Strategy Officer-IT Business |
B COM,ICWA,PGD |
14 |
43 |
First Employment |
| 27 Madhavan S |
15/09/1994 |
8,949,092 |
Vice - President- Solution Definition |
BTech,B.SC. |
23 |
46 |
Cmc |
| 28 Madhu Khatri |
15/03/2005 |
14,300,231 |
Senior Vice President & General Counsel |
LLB,B.A,LLM |
21 |
46 |
General Electric |
| 29 Manish Dugar |
01/04/2002 |
9,648,978 |
Senior Vice President |
C A ,ICS ACCOUNTS MBA |
15 |
38 |
Reckitt Benckiser |
| 30 Moiz H Vaswadawala |
06/03/1993 |
6,112,685 |
General Manager and Business Head - Datacenter and |
Diploma |
21 |
44 |
Tamimi Adv/ Technolo |
| 31 Nagamani Murthy |
01/07/1991 |
7,563,872 |
Vice - President-PES |
BE |
25 |
49 |
Texas Instruments |
| 32 Padmanabha K N |
01/08/1982 |
6,342,632 |
Vice President - Truck Hydraulics |
MTech, BE,PUC |
34 |
59 |
Bharath Electronics ltd. Bangalore |
| 33 Pavan Kumar Goyal |
04/01/1991 |
7,210,006 |
Vice - President- Technology Vertical |
M.BA.,B.SC. |
21 |
44 |
First Employment |
| 34 Pawan Kumar S |
18/08/1994 |
6,346,483 |
Vice - President- DW & BI Practice - eEnabling Grou |
BE |
17 |
40 |
Beml |
| 35 Prasanna G.K. |
01/10/2000 |
13,251,135 |
Senior Vice President- Technology |
PGD,Btech |
26 |
50 |
Microland ltd |
| 36 Prasenjit Saha |
05/06/1997 |
6,647,565 |
Vice - President- Enterprise Security Services |
Btech |
18 |
40 |
ABB Limited |
| 37 Pratik Kumar |
04/11/1991 |
16,564,467 |
Executive Vice President - Human Resources |
B.A, MBA |
21 |
44 |
TVS Electronics Limited |
| 38 Premji A H |
17/08/1966 |
54,639,256 |
Chairman - Wipro Ltd |
General Engineering .Stanford. |
44 |
65 |
Promoter, First Employment |
| 39 Puneet Chandra |
10/02/1962 |
7,520,012 |
Vice President |
ACA,BA ,SSC |
27 |
49 |
CYGNET SYSTEMS |
| 40 Rajat Mathur |
15/11/1985 |
8,820,188 |
Chief Sales and Operations Officer- ANZ & ASEAN |
BE,MBA |
24 |
49 |
Horizon Mktg & Serv |
| 41 Rajeev Mendiratta |
23/08/2002 |
7,676,809 |
Senior Practice Partner-Process Excellence |
BTech |
16 |
37 |
GE India |
| 42 Rajesh Ram Mishra |
06/05/1988 |
7,332,626 |
Vice - President-PES |
BTech,Mtech |
25 |
47 |
International Sw Ind |
| 43 Ramakanth Desai |
12/08/1992 |
8,883,987 |
Senior Vice President-strategic clients |
Btech |
25 |
46 |
Tata Unisys |
| 44 Ramakrishnan R |
29/11/1990 |
6,912,277 |
Vice - President- Hitech & Consumer Electronics |
ICWA,B COM |
24 |
46 |
EID Parry |
| 45 Ramesh Nagarajan |
24/10/2000 |
7,695,590 |
COO FS and E enabling |
ME |
22 |
44 |
First Employment |
| 46 Ramit Sethi |
23/10/2006 |
8,332,027 |
Sr. Vice President |
B COM,ACA, |
5 |
48 |
Not Avaliable |
| 47 Richa Tripathi |
30/09/1966 |
6,558,534 |
TED Head |
MBA |
19 |
45 |
Dusk Valley Technology |
| 48 Rishad Premji |
20/07/2007 |
5,043,997 |
Chief Strategy Officer - IT Business |
B.A,MBA |
12 |
33 |
BAIN & CO |
| 49 Sairaman Jagannathan |
29/08/2001 |
6,162,651 |
Vice President- Business Solutions Division |
BE |
27 |
51 |
Mascot Systems |
| 50 Sambuddha Deb |
29/06/1982 |
16,026,711 |
Executive Vice President-& Chief Global Delivery Officer |
PGDM,Btech |
27 |
52 |
First Employment |
| 51 Sangita Singh |
01/08/1992 |
12,463,865 |
Senior Vice President-EAS |
BE |
18 |
40 |
HCL Limited |
| 52 Sanjeev Bhatia |
01/01/1964 |
6,021,033 |
Vice President |
BA |
20 |
47 |
Igate Global Solutions |
| 53 Sanjiv K R |
16/11/1988 |
8,820,921 |
Senior Vice President-Business Technologies Services |
MMS |
23 |
46 |
Dcm Daewoo |
| 54 Saurabh Govil |
11/05/2009 |
10,816,946 |
Senior Vice President - Human Resources |
B Sc, PGDM-PM&IR |
20 |
44 |
GE |
| 55 Selvan D |
05/09/1992 |
8,251,771 |
Senior Vice President-Talent Transformation |
PGDM,Btech |
24 |
48 |
Niit Ltd |
| 56 Siby Abraham |
16/02/1987 |
7,212,877 |
Vice President & SDH-PES |
Mtech,Btech |
23 |
46 |
First Employment |
| 57 Soumitro Ghosh |
26/11/1988 |
14,003,016 |
Senior Vice President-Finance Solutions |
BTech,MBA |
27 |
49 |
Blue Star Ltd |
| 58 Srijit Rajappan |
15/10/1966 |
6,576,747 |
Vice President |
B Com |
21 |
44 |
Stream Tracmail |
| 59 Srinivas Pallia |
01/02/1992 |
6,843,017 |
Senior Vice President-BTS(ES) |
BTech,MTech, |
19 |
44 |
First Employment |
| 60 Srinivasan P V |
06/02/1997 |
11,526,899 |
Senior Vice President - Corporate Taxation |
C A |
26 |
50 |
Sundaram Fasteners Ltd |
| 61 Sriram Srinivasan |
10/04/1989 |
10,025,900 |
Senior Vice President-Banking |
MBA |
24 |
45 |
Reckit Coleman |
| 62 Subhash Khare |
03/10/1990 |
8,519,502 |
Vice - President- Talent Engagement & Development |
BE |
26 |
50 |
Telco |
| 63 Subrahmanyam P |
08/11/1983 |
9,028,106 |
Senior Vice President-Telecom |
MSc,MPHIL,B.SC. |
26 |
49 |
First Employment |
| 64 Suresh B |
22/05/1989 |
7,161,511 |
Vice - President- Manufacturing |
ME,BE |
23 |
46 |
First Employment |
| 65 Suresh C Senapaty |
10/04/1980 |
23,758,693 |
Executive Director & CFO |
B Com, FCA |
30 |
53 |
Lovelock & Lewis |
| 66 Suryanarayana Valluri |
01/03/2000 |
8,539,026 |
Vice President- Communication & Media |
PGDBM,BE |
21 |
45 |
Rpg Cellular Services Ltd. |
| 67 T K Kurien |
11/02/2000 |
17,928,434 |
CEO-IT Business |
BE,C A |
28 |
50 |
GE |
| 68 Tapan D Bhat |
25/07/1966 |
6,402,869 |
Vertical Head |
MBA |
13 |
45 |
|
| 69 Thandava Murthy T D |
05/07/2002 |
10,057,274 |
Senior Vice President - Global Delivery- Infrastucture Services |
BE |
30 |
54 |
Compaq |
| 70 V.Suresh |
29/01/2010 |
6,627,156 |
Chief Marketing Officer |
B Tech, MBA |
17 |
43 |
Godrej Consumer Care |
| 71 Vasudevan A |
31/03/1986 |
10,357,028 |
Vice President - VLSI / Systems Design |
MTech,BE |
24 |
48 |
First Employment |
| 72 Venkatesh V R |
22/03/1984 |
12,010,279 |
Senior Vice President-Product Engineering Services |
MTech,MSc,B.SC. |
26 |
50 |
Vikrant |
| 73 Vijayakumar I |
16/07/1990 |
8,960,377 |
Chief Technology Officer |
BE,B.SC. |
22 |
45 |
Indchem |
| 74 Vineet Agrawal |
04/12/1985 |
17,857,177 |
President |
B Tech |
25 |
49 |
First Employment |
| Part of the year |
|
|
|
|
|
|
|
| 1 Biplab Adhya |
04/10/2010 |
3,631,017 |
Vice President |
PGDM |
17 |
40 |
Trivium Systems |
| 2 Girish S Paranjpe |
23/07/1990 |
88,753,331 |
Joint CEO-IT Business |
ICWA, B COM. |
26 |
53 |
Wimco Ltd |
| 3 Mohd Ehteshamul Haque |
04/10/2010 |
3,232,292 |
Vice President |
MBA |
16 |
39 |
Genpact |
| 4 Pradeep Bhairwani |
19/06/1997 |
5,579,670 |
Vice - President- Talent Aquisition |
BE |
20 |
43 |
Ramco Systems |
| 5 Suresh Vaswani |
02/05/1985 |
89,736,272 |
Joint CEO-IT Business |
BTech,PG Diploma |
26 |
51 |
Skefco |
| 6 V S Padmanabhan |
09/11/1994 |
7,707,907 |
Senior Vice President - Corporate Internal Audit |
B COM,C A |
32 |
57 |
Union Carbide |
Notes:
1. Remuneration comprises of salary, commission, peformance based paymets, allowance,
medical, perquisite and company’s contribution to PF and superannuation.
2. Rishad Pemji is a relative of the Chairman and Managing Dircector as per the
definition of "relative" under the Companies Act, 1956.
3. The nature of employment is contractual in all the above cases.
4. In terms of the Notification dated March 31, 2011 dated by Ministry of Corporate
Affairs, employees posted and working in a country outside India, not being Directors or
their relatives have not been included in the above statement.
5. None of the employees except the Chairman holds 2% or more of the paid up equity
share capital of the Company.
|