On behalf of the Board of Directors (the "Board"), it gives me great
pleasure to present the 72nd Board's Report of your Company, along with the
Balance Sheet, Statement of Profit and Loss and Statement of Cash Flow for the financial
year ended March 31, 2018.
I. Financial Performance
The standalone and consolidated financial statements for the financial year ended March
31, 2018, forming part of this Annual Report, have been prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
On a consolidated basis, our sales declined to `_ 5,44,871 million for the current year
as against `_5,50,402 million in the previous year, recording a decline of 1%. Our net
profits declined to `80,031 million for the current year as against `85,179 million in the
previous year, recording a decline of 6.04%.
On a standalone basis, our sales declined to `_ 4,47,100 million for the current year
as against ` 4,56,396 million in the previous year, recording a decline of 2.04%. Our net
profits declined to ` 77,228 million in the current year as against `81,617 million in the
previous year, recording a decline of 5.38%.
Key highlights of financial performance of your Company for the financial year 2017-18
are provided below: (` in millions)
|Sales and Other
|Profit before Tax
|Provision for Tax
|Net profit for the year*
|Other comprehensive (loss)/income for the year
|Total comprehensive income for the year*
|Total comprehensive income for the period attributable to:
( ` in millions)
|Corporate tax on dividend distribution
* profit for the standalone results is after considering a loss of `49 million (2017:
Profit of `210 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.
Pursuant to regulation 43A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Board has approved and adopted a Dividend Distribution Policy.
The policy details various considerations based on which the Board may recommend or
declare dividend, current dividend track record, usage of retained earnings for corporate
actions, etc. The policy is available on the Company's website at
Pursuant to the approval of the Board of Directors on January 19, 2018, your Company
paid an interim dividend of `1/- per equity share of face value of `2/- each, to
shareholders who were on the register of members as on February 1, 2018, 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, 2018 will be `1/- per equity share of face
value of `2/- each.
Issue of Bonus Equity Shares
The Board of Directors at their meeting held on April 25, 2017, recommended issue of
bonus equity shares, in the proportion of 1:1, i.e. 1 (One) bonus equity share of `2/-
each for every 1 (one) fully paid-up equity share held (including ADS holders) as of June
14, 2017, the record date fixed for this purpose. This was approved by the members of the
Company through resolution dated June 3, 2017 passed through postal ballot/e-voting,
subsequent to which the bonus shares were allotted to the shareholders.
Buyback of Equity Shares
Pursuant to the approval of the Board on July 20, 2017 and approval of shareholders
through special resolution dated August 28, 2017 passed through postal ballot/e-voting,
your Company completed buyback of 34,37,50,000 equity shares of the Company for an
aggregate amount of `110,00,00,00,000/-, being 7.06% of the total paid up equity share
capital, at `320 per equity share, in December 2017. The buyback was made from all
existing shareholders of the Company as on September 15, 2017, being the record date for
the purpose, 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.
Transfer to Reserves
Appropriations to general reserve for the financial year ended March 31, 2018 as per
standalone and consolidated financial statements are as under: (` In millions)
|Net profit for the year
|Balance of Reserve at the beginning of the year
|Transfer to General
|Balance of Reserve at the end of the year
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 pages 250 to 253 of this Annual Report. The statement also provides details
of performance and financial position of each of the subsidiaries.
In accordance with fourth 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
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 wipro.com.
During the financial year 2017-18, your Company invested an aggregate of `4,558 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 2017-18, Wipro Australia Pty Limited and Wipro Technologies Norway AS
were de-registered, Saaspoint Inc and Wipro Holdings (Mauritius) Limited were liquidated
and Wipro Retail UK Limited has been put into liquidation. Further, HPH Holdings Corp.
merged with and into Healthplan Services, Inc and KI Management Company, LLC merged with
and into Appirio Inc.
During the year 2017-18, your Company set up new subsidiaries namely Women's Business
Park Technologies Limited in Saudi Arabia and Wipro IT Services Bangladesh Limited in
Bangladesh to meet its business requirements.
Pursuant to the approval of shareholders through postal ballot/e-voting in June 2017,
the authorized share capital of your Company increased from `6,10,00,00,000/- (Rupees Six
Hundred and Ten Crores) to `11,26,50,00,000/- (Rupees One Thousand One Hundred and Twenty
Six Crores and Fifty Lakhs) by creation of additional 2,58,25,00,000 (Two Hundred and
Fifty Eight Crores and Twenty Five Lakhs) equity shares of `2/- (Rupees Two each).
During the year 2017-18, the Company allotted 35,59,599 equity shares and transferred
43,51,775 equity shares of `2/- each from Wipro Equity Reward Trust, pursuant to exercise
of stock options by eligible employees and allotted 2,43,30,74,327 equity shares of `2/-
each as Bonus Equity Shares on June 15, 2017. Also, the Company extinguished 34,37,50,000
equity shares consequent to buyback in December 2017. Consequently, the paid-up equity
share capital of the Company as at March 31, 2018 stood at `9,04,75,68,982 consisting of
4,52,37,84,491 equity shares of `2/- each.
During the year under review, the Company has not issued shares with differential
voting rights and sweat equity shares.
Transfer to Investor Education and Protection Fund Authority
a. During the year 2017-18, unclaimed Dividend for financial year 2009-10 and 2010-11
of `63,97,560/- and `39,70,354/- respectively, were 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 ("IEPF
b. During the year 2017-18, 1.21 Million equity shares in respect of which dividend has
not been claimed for the final dividend declared in financial year 2009-10 and interim
dividend declared in financial year 2010-11 were transferred to the IEPF Authority
pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules
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.
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
Your Company is a leading global information technology ("IT"),
consulting and business process services company. Your Company harnesses the power of
Cognitive Computing, Hyper-Automation, Robotics, Cloud, Analytics and Emerging
Technologies to help its clients adapt to the digital world and make them successful.
Your Company is recognized globally for its comprehensive portfolio of services, strong
commitment to sustainability and good corporate citizenship and your Company has over
160,000 dedicated employees serving clients across six continents. Together, your Company
discovers ideas and connects the dots to build a better and a bold new future.
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._ Your Company offers these services globally by
leveraging its Products, Platforms, Partnerships and Solutions including state of the art
automation technologies such as its proprietary cognitive intelligence tool, Wipro HOLMESTM
Artificial Intelligence Platform (Wipro HOLMES'). Wipro is recognized
globally for its comprehensive portfolio of services, and a strong commitment to
sustainability and corporate citizenship.
The vision for your Company's business is "To earn our clients' trust and maximize
the value of their businesses by providing solutions that integrate its deep industry
insights, its leading technology and best-in-class execution". Your Company seeks to
emphasize its core values of being passionate about its client's success, treating each
person with respect, being global and responsible, and maintaining unyielding integrity in
everything it does.
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 is making technology an
integral part of the business model of your Company's clients. In addition to the Chief
Information Officer, newer stakeholders such as Chief Marketing Officer, Chief Digital
Officer and Chief Risk Officer play a key role in shaping the technology roadmap of its
clients. These trends on newer business models, emerging technologies and sourcing
patterns provide Wipro with significant growth opportunities.__
YourCompany'sITProductssegmentprovidesarangeofthird-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.
In May 2017, to keep your Company's brand contemporary, your Company unveiled its new
brand identity, including a new company logo.
According to the Strategic Review 2018 of NASSCOM in FY'18, IT export revenue, from
India grew by 7.8%, to an estimated $126 billion. In FY'19, NASSCOM expects revenue from
IT exports to grow by 7% to 9%.
Acquisitions, Investments and Divestments
Acquisitions are a key enabler for driving your Company's capability to build industry
domain, focus on key strategic areas, strengthen its presence in emerging technology areas
including Digital, and increase market footprint in newer markets. Your Company focuses on
opportunities where it can further develop its domain expertise, specific skill sets and
its global delivery model to maximize service and product enhancements and higher margins.
Acquisitions consummated during the year ended March 31, 2018 included Infoserver S.A.
and Cooper Software, Inc. Infoserver S. A. is a Brazilian IT Services company that
predominantly caters to the Banking, Financial Services and Insurance markets in Brazil.
With this acquisition, your Company and Infoserver S. A. will be able to deliver a full
suite of integrated IT services across Digital, Consulting, and Business Process Services
to four of the top five banks in Brazil. Cooper Software, Inc., is an award winning design
and business strategy consultancy. Cooper Software, Inc., will further strengthen design
and innovation capabilities and expand reach in North America besides adding capabilities
in professional design education. By adding Cooper Software's skills and expertise, your
Company will be better positioned to support its clients' digital programs.
Your Company also made minority investments in Denim Group, Ltd., a leading independent
application security firm, serving as a trusted advisor to customers on matters of
application risk and security and Harte Hanks, Inc., a US based global digital marketing
services company specializing in omni-channel marketing solutions including consulting,
strategic assessment, data, analytics, digital, social, mobile, print, direct mail and
contact center. Also, during the year ended March 31, 2018, your Company has increased its
ownership in Drivestream Inc. from 19% to 43.7%.
Further, your Company has signed a definitive agreement to divest its data center
services business to Ensono Holdings, LLC ("Ensono"), a leading hybrid IT
services provider. This divestment will help us focus on accelerating investments in the
digital space. At the same time, your Company remains committed to serving its hosted data
center customers and the market through its business partnership with Ensono. The sale is
expected to close during the quarter ending June 30, 2018. Further, we have entered into
an agreement with Ensono to acquire 10.2% stake in the entity. Ensono has a right to
repurchase up to an aggregate of 5.5% of the above units if Wipro is not able to achieve
certain joint business milestones agreed between the parties.
Additionally, after March 31, 2018, your Company has reduced its equity holding in
Wipro Airport IT Services Limited (WAISL), which was a joint venture between Wipro Limited
and Delhi International Airport Limited, from 74% to 11%, by selling its stake to
Antariksh Softtech Private Limited on April 5, 2018. Even after this divestment, WAISL
will continue to outsource IT services of the airport to Wipro Limited as per the existing
Merger of Wholly Owned Subsidiaries
At its meeting held on April 25, 2018, the Board considered and approved a scheme of
amalgamation pursuant to Sections 230 to 232 read with Section 234 and other relevant
provisions of the Companies Act, 2013, providing for the merger of its wholly owned
subsidiaries, Wipro Technologies Austria GmbH, Wipro Information Technology Austria GmbH,
NewLogic Technologies SARL and Appirio India Cloud Solutions Private Limited with Wipro
Limited. The scheme of amalgamation is subject to necessary statutory and regulatory
approvals under applicable laws, including approval of the National Company Law Tribunal
in India. The scheme of amalgamation will, inter alia, enable optimisation of legal entity
structure through rationalization of number of subsidiaries, integration of business
operations leading to operational synergies, provide your Company seamless access to the
assets of the subsidiaries and also result in reduction of the multiplicity of legal and
Management Discussion and Analysis Report
In terms of regulation 34 of the Listing Regulations and SEBI circular no.
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 pages 14 to 55 of this Annual Report. The MD&A
Report provides a consolidated perspective of economic, social and environmental aspects
material to your Company's strategy and its ability to create and sustain value to your
Company's key stakeholders and includes aspects of reporting as required by regulation 34
of the Listing Regulations on Business Responsibility Report. Statutory section of
Business Responsibility Report is provided from pages 309 to 315 to this Annual Report.
Key Awards and Recognitions
Your Company is one of the most admired and recognized companies in the IT industry.
Your Company won several awards and accolades, out of which key recognitions are given
1. Wipro was recognized as one of India's most innovative companies by Confederation of
Indian Industry (CII) at the Industrial Innovation Awards 2017.
2. Wipro's Open Banking API Platform won the 2017 API Awards at API World under the
Travel APIs' category.
3. Wipro won the Best Blockchain Application of the Year' award at the Global
Logistics Excellence Awards 2018.
4. Wipro is amongst the top 6 firms in the Constellation Research shortlist on
"Synchronous Ledger Tech (Blockchain) Companies to Watch For".
5. Wipro has been recognized as Platform Partner of the Year 2017 by BMC Software and
won the highest number of accreditations for Security Operations at the BMC Outsourcers
Tech Summit (BOTS).
6. Wipro was ranked #2 in the list of Top 20 Service Outsourcing MNCs in China
2017' in a study by Devott, a leader in research and advisory of China's outsourcing and
7. Wipro was recognized as the leading AI Partner for 2017
by Intel Corporation at the Intel AI and HPC Ecosystem Summit 2018 for driving
transformational outcomes for clients.
8. Wipro has been recognized as a market leader in Digital Workplace Services by
Information Services Group (ISG), a leading global technology research and advisory firm.
9. Wipro has been named an IDC Health Insights HealthTech Rankings Enterprise 25
Company. The rankings categorize and evaluate global providers of information technology
to healthcare payers and providers.
10. Wipro has been recognized in the "Leadership" category for corporate
governance practices on the basis of the Indian Corporate Governance Scorecard, which is a
framework developed jointly by International Finance Corporation, a member of the World
Bank group, BSE Limited and Institutional Investor Advisory Services based on globally
accepted G20/OECD principles. 11. Wipro was included in the Dow Jones Sustainability Index
(DJSI) World and Emerging Markets for the eighth time in succession.
12. Wipro was recognized as the 2018 World's Most Ethical Company for the seventh
successive year by the Ethisphere Institute, the global leader in defining and advancing
the standards of ethical business practices.
III. Governance and Ethics
Your Company believes in adopting best practices of corporate governance. Corporate
governance principles are enshrined in the Spirit of Wipro, which form the core values of
Wipro. These guiding principles are also articulated through the Company's code of
business conduct, Corporate Governance guidelines, charter of various sub-committees and
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, Practising Company Secretaries, on compliance with corporate
governance norms under the Listing Regulations, is provided at page 101 to this Annual
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, 2018, 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. M K Sharma d. Ms. Ireena Vittal e. Mr.
William Arthur Owens f. Dr. Patrick J Ennis g. Mr. Patrick Dupuis
Number of Meetings of the Board
The Board met five times during the financial year 2017-18 on April 24-25, 2017, June
2, 2017, July 19-20, 2017, October 16-17, 2017 and January 18-19, 2018. The maximum
interval between any two meetings did not exceed 120 days.
Directors and Key Managerial Personnel
At the 71st Annual General Meeting (AGM) held on July 19, 2017, Mr Azim H
Premji was re-appointed as Executive Chairman and Managing Director of the Company to hold
office with effect from July 31, 2017 to July 30, 2019. Further, Mr. William Arthur Owens
was re-appointed as Independent Director for a second term with effect from August 1,
2017, to July 31, 2022.
At the 68th AGM held on July 23, 2014, Ms. Ireena Vittal was appointed as an
Independent Director to hold office up to September 30, 2018.
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 25, 2018 decided to place the proposal for re-appointment of Ms. Ireena Vittal as
an Independent Director for a further term of 5 years from October 1, 2018 to September
30, 2023, for approval of the members at the 72nd AGM. The Company has received
requisite notice under Section 160 of the Companies Act, 2013 from a member, along with
the requisite deposit, signifying his intention to propose re-appointment of Ms. Ireena
Vittal as mentioned above. Accordingly, necessary resolutions are being placed for
approval of the members at the 72nd AGM of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Rishad A Premji will retire by rotation at the 72nd
AGM and being eligible, has offered himself for re-appointment.
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
2. Board Governance, Nomination and Compensation Committee, which also acts as CSR
3. Strategy Committee
4. Administrative and Shareholders/Investors Grievance Committee (Stakeholders'
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 pages 106
to 109 of this Annual Report.
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 in January 2017. 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
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.
Evaluation of Committees was based on criteria such as adequate independence of each
Committee, frequency of meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its advice/recommendation to the
The outcome of the Board evaluation for financial year 2017-18 was discussed by the
Board Governance, Nomination and Compensation Committee and the Board at their meeting
held in April 2018. The Board has received improved ratings on its overall effectiveness,
including higher rating on Board communication, relationships and Board Committees. The
Board has also noted areas requiring more focus in the future.
Policy on Director's Appointment and Remuneration
The Board Governance, Nomination & Compensation
Committeehasframedapolicyforselectionandappointment 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 104 to this Annual Report. We affirm
that the remuneration paid to Directors is as per the remuneration policy of the Company.
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 reporting of
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
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 &
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 its process ensures complete anonymity and confidentiality of
information. Adequate workshops and awareness programs against sexual harassment are
conducted across the organization. A total of 101 complaints of sexual harassment were
raised in the calendar year 2017, of which 92 cases were disposed and appropriate actions
were taken in all cases within the statutory timelines.
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
All Related Party Transactions are placed on a quarterly basis before the Audit, Risk
and Compliance Committee and before the Board for approval. Prior omnibus approval of the
Audit, Risk and Compliance Committee and the Board is obtained for the transactions which
are 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 Report.
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.The
ERM Framework covers various categories of risks including, inter alia, information
security and cyber security risks, effectiveness of the controls that have been
implemented to prevent such risks and continuous improvement of the systems and processes
to mitigate such risks.
Further details on the Company's risk management framework is provided in the MD&A
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 real-time and provide update to senior
management and Board on a periodic basis. The Audit, Risk and Compliance Committee and the
Board periodically monitors 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
https://www.wipro.com/annual-reports. No employee was issued stock options during the year
equal to or exceeding 1% of the issued capital of the Company at the time of grant.
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 ` 102 lakhs or more, and employees employed for part of the
year and in receipt of `8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure
III to this report.
IV. Internal Financial Controls and Audit
Internal Financial Controls and 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.
The term of BSR & Co. LLP, (Registration No.101248W/ W-100022) Chartered
Accountants, Bengaluru, ended 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 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. The said appointment was approved by the members of the Company at
the 71st AGM held on July 19, 2017.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the
requirement of seeking ratification of appointment of statutory auditors by members at
each AGM has been done away with. Accordingly, no such item has been considered in notice
of the 72nd AGM.
There are no qualifications, reservations or adverse remarks made by Deloitte Haskins
& Sells LLP, Statutory Auditors, in their report for the financial year ended March
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.
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. The Report of the
Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as
Annexure IV to this Report. There are no qualifications, reservations or adverse remarks
made by the Secretarial Auditor in his report.
V. 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
As per the provisions of the Companies Act, 2013, companies having net worth of `500
crore or more, or turnover of `1,000 crore or more or net profit of `5 crore or more
during the immediately preceding 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 has spent `1,866 million towards CSR
activities during the financial year 2017-18. The contents of the CSR policy and CSR
Report for the year 2017-18 is attached as Annexure V to this Report. Contents of the CSR
policy is also available on the Company's website at https://www.
wipro.com/corporate-governance. The terms of reference of CSR committee, framed in
accordance with Section 135 of the Companies Act, 2013, forms part of Board Governance,
Nomination and Compensation Committee. 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
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 2017-18, your Company's foreign exchange earnings were `3,91,807
million and foreign exchange outgoings were `2,07,831 million as against `4,04,000 million
of foreign exchange earnings and `2,12,910 million of foreign exchange outgoings for the
financial year 2016-17.
Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, extract of
the Annual Return as on March 31, 2018 in form MGT-9 is enclosed as Annexure VI to this
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 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 and material orders passed by the Regulators/Courts/Tribunals
which would impact the going concern status of the Company and its future operations.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/ associates, financial institutions and Central and State
Governmentsfortheirconsistentsupportandencouragement 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
|June 8, 2018