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Wipro Ltd Computers - Software - Large
BSE Code
507685
ISIN Demat
INE075A01022
Book Value
118.96
NSE Symbol
WIPRO
Div & Yield %
1.36
Market Cap (Rs Cr.)
144767.57
P/E
17.87
EPS
32.82
Face Value
2



DIRECTORS




Dear Shareholders,

I am happy to present the 67th Directors' Report of your Company along with the Balance Sheet and Profit and Loss Account for the year ended March 31, 2013.

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 2012-13 are tabulated below:

(Rs. in Mns)

Consolidated

Standalone

2012-13 2011-12 2012-13 2011-12
Sales and Other Income 388,705 384,563 345,518 329,103
Profit before Tax 78,688 69,814 72,051 59,186
Profit from continuing operations before tax 78,688 65,855 72,051 56,534
Provision for tax of continuing operation 16,865 13,036 15,549 11,911
Minority interest (322) (186) - -
Net profit from continuing operation 61,501 52,575 56,502 44,623
Profit from discontinued operations before tax - 3,959 - 2,652
Provision for tax of discontinued operations - 809 - 424
Minority interest and equity in earnings/ (losses) in affiliates - 320 - -
Net profit from discontinued operations - 3,470 - 2,228
Net Profit for the year * 61,501 56,045 56,502 46,851
Appropriations
Interim Dividend 4,932 4,917 4,932 4,917
Proposed Dividend on equity shares 12,315 9,835 12,315 9,835
Corporate tax on distributed dividend 2,892 2,393 2,892 2,393
Transfer to General
Reserve 5,650 4,685 5,650 4,685
Balance Retained in
Statement of Profit and Loss 97,051 65,365 78,371 51,684

* profit for the standalone results is after considering loss of Rs. 1,107 million [2012: Rs. (2,787)] relating to changes in fair value of forward contracts designated as hedges of net investment in non-integral foreign operations, translation of foreign currency borrowings and changes in fair value of related cross currency swaps together designated as hedges of net investment in non-integral foreign operations. In the Consolidated Accounts, these are considered as hedges of net investment in non-integral foreign operations and are recognized directly in shareholder's fund.

Note on Demerger: During the financial year 2013, the Company had initiated and completed the demerger of consumer care and lighting, infrastructure engineering businesses and other non IT business of the Company (collectively, the"Diversified Business"). The "Scheme of Arrangement" ("the Scheme") involved transfer of the Diversified Business to a "Resulting Company" [Wipro Enterprises Limited (formerly known as Azim Premji Custodial Services Private Limited)]. The Scheme became effective on March 31, 2013 with an appointed date of April 01, 2012 with the sanction of the Honorable High Court of Karnataka and filing of the certified copy of the same with the Registrar of Companies. Consequent to the demerger of the Diversified Business of the Company in terms of the Scheme, the financial statements of the Company for the year ended March 31, 2013, do not include the operations of the Diversified Business, and are therefore strictly not comparable with the figures of the previous year ended March 31, 2012. Please see the financial statements sections for further information. Pursuant to the Scheme, all shareholders of Wipro received either securities of the Resulting Company or the equivalent value in additional shares of Wipro Ltd.

Outlook

According to NASSCOM Strategic Review 2013, Global technology spend is expected to grow by 6% in 2013. World wide IT Services spending is expected to grow is expected to grow 4.2% in 2013 and 4.6% in 2014. The growth is fuelled both by use of IT to reduce cost structure as well as increased adoption of Cloud, Mobility, Analytics and Social Media. India continues to be the global sourcing leader. Global sourcing accounts for only a little over 10 per cent of global technology spending and this highlights India's growth potential in the context of the large and untapped market opportunity.

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 181 to 182 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 - Continuing Business

Our Sales from continuing operation for the current year grew by 17% to Rs. 388,705 million and our Profit from continuing operation for the year was Rs. 61,501 million, recording an increase of 17% over the previous year.

Dividend

Your Directors recommend a final Dividend of 250% ( Rs. 5/- per equity share of Rs. 2/- each) to be appropriated from the profits of the year 2012-13, 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 2012-13, unclaimed dividend of Rs. 10,01,200/-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 18, 2013, 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 25, 2013, being the record date fixed by the Board of Directors for this purpose.

Acquisitions in IT space

During the year with respect to continuing business, the Company acquired Promax Applications Group.

Investment in direct subsidiary

During the year under review, your Company had invested an aggregate of USD 50 Mn as equity in its direct subsidiary i.e. Wipro LLC (formerly Wipro Inc.) Apart from this, your Company had funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other means.

Research and Development

Requirement under Rule 2 of Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding Technical Absorption and Research and Development in Form B is given in page 45 and 46 of the Annual Report, to the extent applicable.

Corporate Governance & Corporate Social Responsibility

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. Your company's governance practices are described separately in page 55 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 84.

With a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs has incorporated certain provisions in the Companies Bill 2012. The Ministry of Corporate Affairs has also issued National Voluntary Guidelines for the Social, Environmental and Economic Responsibilities of Business 2011 for adoption by companies. The Guidelines broadly outline governance based on Ethics, Transparency and Accountability, Goods and Services that contribute to sustainability, promote well -being of employees', respect the interest of disadvantaged, vulnerable and marginalized groups of stakeholders, promotion of Human Rights, protect and restore environment, supporting inclusive growth and equitable development and provide value to our customers. On similar lines, Securities and Exchange Board of India prescribed Business Responsibility Reporting by amending the Listing Agreement.

Corporate Social Responsibility initiatives are provided in the Business Responsibility Report Page no 85 to 105 of this report.

Personnel

The particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employee) Rules, 1975 as amended is reported in Page no 47 to 51 provided as Annexure 'A' to this report.

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

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

Foreign Exchange Earnings and Outgoings

During the year, your Company has earned Foreign Exchange of Rs. 281,025 million and the outgoings in Foreign Exchange were Rs. 120,685 million, including dividend but excluding outgoings on materials imported.

Conservation of Energy

While the Company has taken several steps to conserve energy through its "Sustainability" initiatives as disclosed separately as part of this Annual Report, the information on Conservation of Energy as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 Para A of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on Conservation of Energy is not applicable to the business segments which we operate. However, as part of Business Responsibility Report in pages 85 to 105 we had given details of steps taken in the area of Energy Conservation and other Sustainability Initiatives.

Directors:

(A) 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 re-election. Mr N Vaghul and Dr Ashok S Ganguly, Directors, retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. The Board Governance, Nomination Committee and Compensation Committee/Board have recommended their re-appointment for consideration of Shareholders' approval.

(B) Particulars of directors proposed for appointment/ re-appointment

1. Board of Directors vide resolution of April 19, 2013, reappointed Mr Suresh C Senapaty as Chief Financial Officer and Executive Director of the Company from April 18, 2013 to March 31, 2015. This re-appointment is subject to the approval of shareholders of the Company at the ensuing Annual General Meeting.

2. Board of Directors vide resolution of June 21, 2013, reappointed 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, 2013. This re-appointment is subject to the approval of shareholders of the Company at the ensuing Annual General Meeting.

3. Mr Vyomesh Joshi 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 October 1, 2012. The Additional Director would hold office till the date of Annual General Meeting of the Company scheduled to be held on July 25, 2013. The requisite notice together with necessary deposit has been received from a member pursuant to Section 257 of the Companies Act, 1956, proposing the election of

Mr Vyomesh Joshi, as a Director.

Group

The names of the Promoters and entities comprising "group" (and their shareholding) as defined under Competition Act, 2002 and under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 include the following:

No. Name of the shareholder No. of Shares held as on March, 31, 2013
1 Azim H Premji 93,405,100
2 Yasmeen A Premji 10,62,666
3 Rishad Azim Premji 6,86,666
4 Tariq Azim Premji 2,65,000
5 Mr. Azim Hasham Premji Partner Representing Hasham Traders 370,956,000
6 Mr Azim Hasham Premji Partner Representing Prazim Traders 480,336,000
7 Mr. Azim Hasham Premji Partner Representing Zash Traders 479,049,000
8 Regal Investments & Trading Company Private Limited 1,87,666
9 Vidya Investment & Trading Company Private Limited 1,87,666
10 Napean Trading & Investment Company Private Limited 1,87,666
11 Azim Premji Foundation (I) Private Limited 10,843,333
12 Azim Premji Trust 4,90,714,120
13 Azim Premji Trustee Company Private Limited NIL
14 Azim Premji Foundation for Development NIL
15 Azim Premji Foundation NIL
16 Azim Premji Trust Services Private Limited Nil
17 Azim Premji Safe Deposits Private Limited Nil
18 Azim Premji Custodial Services Private Limited Nil
Total 1,927,880,883

Management's Discussion and Analysis Report

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

Re-appointment of Statutory Auditor

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

Cost Audit Report

The Cost Audit report for the year ended March 31, 2012 in

XBRL reporting was filed on November 1, 2012, February 14 and 18, 2013 for various products on which Cost Audit Report is applicable.

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

Directors' Responsibility Statement

On behalf of the Directors, 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 sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) We have prepared the annual accounts on a going concern basis.

Compliance with Minimum Public Shareholding requirement

The Company has met with the requirement of having minimum 25% Public Shareholding as permitted by SEBI and a confirmation to this effect has been sent to the Stock Exchanges also on June 3, 2013.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Reserve Bank of India, Securities and Exchange Board of India 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 21, 2013 Chairman

Form B

Wipro's R&D Activities: 2012-13

Wipro's R&D focuses on incubating and strengtheningour portfolio of IT services across multiple new and emerging technology areas. This is driven with an agenda through its focus on Applied Research, Customer Co-Innovation, investing in developing services around definedAdvanced Technology Themes (Intelligence Augmentation, Immersive Experience, Smart Systems, Ubiquitous Enterprise, & Next Generation Materials & Manufacturing), and experimentation on Innovative Open Execution Models. Your Company also continues its efforts in building out portfolio in the Cloud, MobilityTechnology and Software Engineering Tools and Methodologies space.

Applied Research

Your Company's focus on Inclusive Innovation continues to be aimed at discovering where and how Information and Communication Technology (ICT) can address effective delivery of G2C and B2B services to rural citizens in Education, Health, Agriculture, and Rural Development sectors.

The Applied Research in Intelligent Systems Engineering (ARISE) lab initiative set up last year is an open collaborative R&D initiative to address a growing demand for affordable and scalable innovative solutions for new and emerging markets and technologies across multiple domains. It was started in collaboration with IMEC, Belgium as one of its technology partners.

At ARISE, over the last year, your Company has developed Advanced Technology Solutions in the area of Remote Health Monitoring and Connected Enterprise Mobility Platforms with applicability in multiple domains including Energy and Utilities, Retail, Manufacturing, Banking and Healthcare.

Wipro ASSURE Health™ platform is a holistic solution for Remote Health Monitoring &Diagnosis. This Platform addresses the growing healthcare needs in cardiac, fetal and other vital parameter monitoring by providing a technology platform that enables physicians, paramedical staff and healthcare providers to monitor and take timely action for high risk patients both in the hospital and at home using a unique combination of remote monitoring and personal health care delivery.

Your Company's connected Mobility Solution provides broad solution platform to tackle computational needs across various domains. This platform targets low-resource markets and industries where an invisible and immersive digital inclusion would not only benefit the community but also aid in easy adoption of technology in the society.

Advanced Technology Themes

Your Company identifies and creates competencies and new IT Services in emerging areas of Technology and Industry Domains and incubates new Practices for continued business growth. Intelligence Augmentation, Immersive Experience, Smart Systems, Ubiquitous Enterprise and Next Gen Manufacturing and Materials were the technology themes identified for the year.

Intelligence Augmentation: This theme focuses to augment capabilities of humans and systems to solve complex business problems through rapid comprehension, agile problem solving and predictive technologies. This help addresses the data scale, responsiveness and talent churn challenges within the enterprise.

Immersive Experience: This theme seeks to create rich user experiences that fundamentally changes how people communicate, collaborate, transact and socialize utilizing new technologies to deliver intuitive, natural and interactive business processes.

Smart Systems: This theme leverages the convergence of physical and digital world where people, machines and things are capable of sensing and sharing information about themselves, their surroundings to create newer business models and efficiencies.

Ubiquitous Enterprise: Your Company is working on creating architecture blueprints and frameworks for building Service Cloud that will speed up development and deployment of new Solutions in an enterprise. These will help deliver next generation Data Warehouses that process massive amounts of data from non-traditional data sources in real time alongside the enterprise data and help build Enterprise App Stores that supports the next generation of client devices and applications and more. These would be supported by next generation Infrastructure Management and Services that would depend heavily on automation and complex event processing capabilities that replicate current human agent capabilities. It would also look at emerging technologies for networking, and security across large complex IT infrastructure components.

Next Gen Devices and Manufacturing: Your Company is currently focusing on virtual factories, product personalization through 3D printing, efficient manufacturing using smart sensors and nano technology to build next generation devices.

Investments in these technology themes have resulted in development of industry application prototypes, Digital Factory solutions, Semantic based solutions to provide single customer view from disparate data sources and lines of business, Augmented Reality based solutions for Insurance and Retail, Cloud based solutions for Big data analytics to automate DatacentreManagement, Retail Solutions based on Robotics and Sensors, Cloud based Platforms for Ubiquitous Computing, Analytics Solutions based on Triangulation of Social, Product and Open data source to create actionable business insights.

Your Company had some signal successes in trying out many of these new solutions with its customers. For a large Oil & Gas Corporation, your Company created entire Managed Services experience for Platform Monitoring using Big Data Solutions. For a large banking and finance customer, your Company has setup a joint innovation team to harness the capabilities of customer team and Wipro to co-innovate and drive 'Innovation Waves' by developing new solutions using these new technologies. Your Company has used some novel image analytics solution to help an Oil& Gas major to regularly conduct inspection and maintenance of their assets using aerial imaging.Your Company has developed a cost effective and disruptive-technology solution which uses a smart ECG device (non-intrusive, wearable and medical grade that continuously monitors the patient's ECG and other vital parameters)that connects wirelessly and in realtime to a Cloud-based health management platform Powered by intelligent sensor systems using nanotechnology the solution has the potential to transform cardiac care delivery.

Customer Co-Innovation

Your Company was involved in implementation of a web based unified customer view across lines of business using Semantic Web and Data Technologies for a large Insurance customer. Your Company helped one of the largest retail chains in the world in development of a cloud platform for enabling continuous application release. For a major Technology Products Company, your Company enhanced the performance of their online stores by implementing a big data analysis solution for them. Wipro helped a large European bank increase their network security through implementation of a big data solution. Your Company worked closely with an Austrian company to analyse their customer churn based on multisource data analytics solutions. Online marketing campaign effectiveness measurement is important for any product company with web presence. Your Company helped one such customer measure this for all their online web properties. For a large heavy equipment manufacturing and engineering company, your Company undertook an assignment to create a point cloud and digital factory solution to help streamline their processes and significantly improve estimated efficiency in the factory through detailed simulations. Given the importance of data security to in financial firms, your Company was chosen by one of the largest financial firms to implement a smart card based employee workstation security solution.

Advanced Technologies - Cloud

Driven by a strong set of Cloud IPs and partnerships with the world's leading players across Cloud Infrastructure, Platforms and Applications, Wipro had established itself as a leading Cloud Services provider, and has already proven its expertise in large transformational Cloud engagements with leading global enterprises across industry verticals. Wipro's Cloud practice includes:

• On-Cloud Services spans Process Transformation Advisory, Consulting, Implementation, Rollout, Migration and Application Support by leveraging Public SaaS, in partnership with industry leaders like Salesforce.com, Workday, and NetSuite.

• Cloud Enablement Services delivers advisory and analysis for Cloud amenability, Cloud-based IT infrastructure and Application Transformation, and Assurance, Monitoring and Management for Cloud services.

Advanced Technologies - Mobility

Wipro Mobility Solutions help enterprises across Banking & Financial institutions, Insurance, Energy & Utilities, Automotive, Telecom, Retail, Consumer Goods, Manufacturing and Healthcare industries across the globe.

Your Company's Solutions and Services across mobile strategy consulting, mobile UX design services, mobile app development and testing as well as mobile security and device management services address the transformation needs of our customers. Your Company's partnership eco system across chipset vendors, handset OEM's, Device OS Platform, Enterprise System providers, MADP (Mobile Application Development Platforms) and MDM (Mobile Device Management) providers give us the leverage to recommend the best-fit vendor-neutral technology solution.

Software Engineering Tools & Methodologies

Your Company has launched Next Generation managed services platform named "ServiceNXT™" with an integrated process and tools stack to enable managed services delivery across application and infrastructure operations. ServiceNXT™ is built on a combination of Best of breed industry tools and Wipro's IP to enable standardized and automated delivery. This Platform aids your Company and your Company's customers in moving from people dependent delivery processes to automated delivery processes.

The Application Development and Maintenance initiatives are focused to design a Next Generation Delivery Platform for Application Development and Maintenance including virtualized development environment, standardized toolsets, advanced reuse and crowd sourcing platform.

Intellectual Property (P) & Patents

In Financial Year 2012-13, Wipro has applied for 53 new patents. These applications cover invention disclosures in various technology and domain areas such as Telecom, IT Infra Management, Consumer Electronics, Energy Management, Automobile-IT, among others.

In Financial Year 2012-13, your Company has been granted patents for 15 applications. Patents received have been in areas of, among others, workflow management, software testing systems, authentication and interception of data, circuit characterization etc.

During the year, under review, your Company incurred an expenditure of Rs. 2,196 million including capital expenditure in continued development of R & D activities.

Annexure A

Particulars of Employees forming part of the Directors'Report for the year ended March 31,2013 - Information pursuant to Section 217(2A)(b)(ii) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules.l 975.

SI No. Name of the Employee Date of Joining (dd/mm/yyyy) Remuneration ( Rs. ) Qualification Age Experience Last employment Designation
1 Abhijit Bhaduri 1-Oct-2009 13,095,491 MBA, LLB 52 28 Microsoft Corp. Chief Learning Officer & Head -CHRD
2 Achuthan Nair 29-Apr-1991 10,020,490 PGDBM,BE 47 25 Hindustan Petroleum Sr. Vice - President
3 Alexis Samuel 15-Apr-1998 8,748,028 BE, AMP(HBS) 45 23 Eveready industries (Union Carbide) Chief Process Officer
4 Amitava Sharma 17-May-1999 8,349,642 MBA, BE 45 22 Pricewaterhouse Coop Vice - President
5 Anand Sankaran 26-Jun-1989 18,261,568 BE 45 23 Pertech Computers Sr. Vice - President
6 Anil KJain 10-Apr-1989 11,969,975 BE, MBA 49 23 ORG Systems Sr. Vice - President
7 Anuj Bhalla 15-May-1996 7,182,721 BE, MBA, 42 17 First Employment Vice - President & Global BU Head-Product, System Int.
8 Anurag Mehrotra 2-Jan-2001 7,311,558 BE 50 26 Informix Internation Vice - President
9 Anurag Seth 3-May-1990 6,072,586 PGDBM Information Management, BE C SCIENCE 46 23 First Employment Vice - President
10 Anurag Shrivastava 15-Jul-2011 6,408,969 BE 44 22 Reliance Communications Ltd General Manager
11 Arjun Ramaraju 8-Nov-1994 7,286,022 BE 40 18 First Employment Vice - President
12 Arun Krishnamurthi 23-Aug-1999 7,605,317 MCA C SCIENCE, 43 20 Patni Computers Vice - President
13 Ashish Kumar Srivastava 27-Feb-1995 7,153,562 BTech., 45 23 TISCO Vice - President-Enterprise SMU
14 AshokTripathy 17-May-1993 7,175,111 BE, MBA, 44 20 BHEL Vice - President & Functional Head - Global Strategic
15 Atul Kapoor 29-May-2006 6,448,347 BE, MTech, PGDBM 45 22 BSNL General Manager
16 Azim H Premji 17-Aug-1966 40,008,214 General Engineering Stanford 67 46 First Employment Chairman & Managing Director
17 Bhanumurthy B M 3-Sep-1992 18,352,128 PGDM, Btech. 49 26 CMC Limited Chief Business Operations Officer
18 Biplab Adhya 4-Oct-2010 7,130,210 PGDM, B. Tech (Hons) 42 18 Gen pact Vice - President
19 Dayapatra Nevatia 15-Feb-1993 8,413,089 Btech, Mtech 44 20 First Employment Vice - President
20 Deepak Jain 21-Mar-1986 13,573,137 BE 48 26 Raba Contel P. Ltd. Sr. Vice - President
21 Devender Malhotra 23-Aug-2002 6,864,905 BE, PGD (Marketing & Finance) 41 18 GE- India Business Centre Vice - President and Chief Quality Officer
22 Dipak Kumar Bohra 14-Jun-2002 7,178,094 C A,BCOM,HSC, ICWAI 40 16 Aditya Birla Group Vice - President & Global Head -Controllership
23 Dr.Anurag Srivastava 15-Dec-2000 13,227,552 BTech, MTech, PHD 46 21 Evizeon-Apar Infotech Chief Technology Officer
24 Ganesh Khopkar 6-Aug-2007 6,622,266 B COM, MFM 42 18 ABN Amro General Manager
25 GauravChadha 15-May-1996 7,236,274 BE, PG Diploma 39 17 First Employment Vice - President & Business Head -Total Outsourcing
26 Gaurav Dhall 8-Aug-2011 7,710,911 Graduate 41 20 Ness Technologies General Manager
27 Geetha Anantharaman 17-Feb-2006 8,011,449 B COM, ACA 46 23 E Serve Vice - President
28 Giridharan Kolandaivelu 25-Aug-2003 6,889,482 MCA, B.SC. 47 24 HSBC Group N.A. General Manager
29 Guha Patra P S 4-Jun-1988 9,242,448 BE 47 25 First Employment Vice - President
30 Hari Menon 27-Jun-1994 6,652,720 MCA, B.SC. 43 19 SONATA Vice - President & Global head-Industrial Manufacture
31 Hariprasad Hegde 1-Jan-2005 7,930,522 PG Diploma, BTech, B.SC. 51 29 Satyam Computer Services Limited Global Head - Operations
32 Harsh Bhatia 7-Nov-2002 10,886,357 B.SC, SSC 47 25 Daksh Vice - President
33 Hoshedar Contractor 12-Aug-2002 13,633,204 BCom. 52 28 KLM/NW Airlines Vice - President
34 Inderpreet Sawhney 28-Oct-2011 16,792,930 B.A. (Hons), LLB, LLM 48 21 The Chugh Firm Senior Vice - President
35 Isaac George V 3-Jan-1993 6,458,542 BE, MBA 43 20 Relind Constructions Vice - President & HR Head- Wipro Infotech and GIS
36 Jatin Pravinchandra Dalai 1-Jul-2002 9,017,656 PGDBA, BE, CA, CMA (UK) 38 14 GE India Chief Financial Officer-IT Business
37 Jayakrishnan S 12-Jan-1998 8,437,845 BTech. Computer Engineering 43 21 Tata Consultancy Services Vice - President
38 Jayanta Dey 13-Oct-1988 7,111,473 MBA & BE (Hons) Electrical & Electronics 47 24 First Employment Vice - President
39 Kesava Moorthy G 25-Oct-1999 6,617,525 BE 50 24 CCS Vice - President
40 Keyur Maniar 12-Mar-2007 12,049,071 BE, MBA 43 19 Capital One Financial Vice - President, Global Head-BFSI BPO
41 Kiran K Desai 21-Sep-1998 6,527,157 BE, PG Diploma 48 26 Unicorp Industries Vice - Presidents & BU Head -Managed Services, India
42 Krishnakumar N 5-Sep-1994 6,517,509 B.SC, MSc Computer Science 45 21 DRDO Vice - President - Enterprise Business Integration
43 Kumudha Sridharan 31-May-1995 6,812,602 BE 49 26 ITI Ltd. Vice - President
44 Kurien TK 11-Feb-2000 61,317,674 B Com, C A 53 30 Wipro GE CEO & Executive Director
45 Manoj K Jaiswal 8-Jun-1998 6,945,828 BCOM, ACA 38 18 Price Waterhouse Vice - President - Corporate Treasury
46 Mohd Ehteshamul Haque 4-Oct-2010 8,384,688 MBA, B.E. (Electrical) 41 17 Gen pact Vice - President & Vertical Head
47 Padmanabhan A 13-Nov-1997 7,593,548 BCO Law, LLB Law 50 31 Reliance Industries Vice - President - Legal
48 Pandurang Desai 12-Jul-1989 6,934,771 AMIE, LEE (Telecom Engg.) 49 26 Uptron India Ltd. Vice - President - Telecom Vertical
49 Prakash Chandra Jain 6-Aug-1998 6,920,050 BE 46 24 Unicorp Overseas Ltd. General Manager-Technology
50 Pramod Idiculla 1-Dec-1994 6,434,626 PGDBA, BTech. C SCIENCE 44 23 TVS Electronics Limited Vice - President
51 Prasad V Bhatt 2-Mar-1989 8,013,901 M.Tech (Electrical), B.E. (Electronics & Communication) 48 24 ORG Systems Vice - President
52 Prasanna Gamma Kali 2-Dec-1999 16,320,976 PGD, Btech 53 30 Microland ltd. Senior Vice - President
53 Praseniit Mazumder 16-Jul-1990 6,740,179 MCA, MBA 46 22 First Employment Vice - President
54 Prashant Kulkarni 4-Aug-2005 8,889,989 BE, SSC, HSC 47 23 24 Rs. 7 Customer Vice - President
55 Pratik Kumar 4-Nov-1991 27,420,388 B.A (Hons.), PGDM, XLRI 47 25 TVS Electronics Limited ExecutiveVP-HR
56 Puneet Chandra 1-Sep-2000 10,137,734 BA (Hons) Econ,ACA 51 29 CYGNET SYSTEMS Vice - President
57 Raja Ukil 15-Jul-2002 7,072,725 BE MECHANICAL 44 17 Pricewaterhouse Co-op Vice - President
58 Rajan Kohli 15-May-1995 12,833,535 PGDM MKTG&FIN., BE E&C 41 18 First Employment Vice - President
59 Rajat Mathur 15-Nov-1985 13,946,858 BE, MBA 52 26 Horizon Mktg. & Serv. Chief Sales and Operations Officer- Growth Markets
60 Rajeev Mendiratta 23-Aug-2002 8,667,643 BTech. 39 18 GE India Vice - President
61 Rajesh Ram Mishra 6-May-1988 7,050,731 BTech., Mtech., MBA 50 27 International Sw Ind Vice - President
62 Rajesh Sehgal 4-Jun-2001 6,462,779 BE, MBA -

International Business

43 18 HoogovensTechnical Services Head of Quality & Process Excellence, Wipro BPO
63 Rajiv H K 22-Jul-1996 6,885,879 BE 45 21 PSI DATA SYSTEMS Vice - President-Delivery Head, Insurance
64 Ramesh Nagarajan 25-Jan-1991 11,770,801 ME 47 24 First Employment Chief Information Officer
65 Ravi Kiran Vadapally 28-Aug-2006 9,598,215 B.Com, ACA 36 15 ADP Pvt. Ltd. Chief Risk Officer & Ombudsperson
66 RichaTripathi 1-Mar-2001 11,201,961 MBA 46 21 Dusk Valley Technology Vice - President
67 Rishad Premji 20-Jul-2007 7,962,879 MBA, B.A. 36 14 BAIN & CO. Chief Strategy Officer - IT Business
68 Sandeep Bhatnagar 25-Sep-2006 6,492,844 MSc 47 24 HCL Technologies Vice - President & BU Head - GMT, GIS
69 Sandeep Kumar 20-Feb-2006 10,094,582 MBA, B COM 49 24 DSL Software Limited Vice - President
70 Sangita Singh 1-Aug-1992 17,183,964 BE 43 20 HCL Limited SBU Head
71 Sanjeev Bhatia 24-May-2005 9,353,861 BA 49 22 Igate Global Solutions Vice - President
72 Sanjesh K Gupta 4-Dec-1984 7,178,932 AMIEEIec.& Communication, Diploma ELECTRONICS 49 28 Televista Electronics -Computer Division Vice - President
73 Sanjiv K R 16-Nov-1988 15,930,442 MMS 49 25 Dcm Data Products Senior Vice - President
74 Sarada Srinivas 5-Dec-2007 7,234,567 PGDM, PGDM, BE 42 19 Summit HR Worldwide General Manager - Operaions -HRO
75 Satish Srinivasan 8-Aug-1996 6,698,925 BCOM, ACA 40 16 First Employment Vice - President & Head of Corporate Internal Audit
76 Satishchandra Doreswamy 25-Jan-2012 11,859,328 BE 46 23 Tata Consultancy Services Senior Vice President-Global Transformation
77 Saurabh Govil 11-May-2009 17,248,568 B Sc, PGDM-PM&IR 45 24 GE Senior Vice - President
78 Sharada Nanda Kumar 8-Nov-2010 6,655,630 B.SC, PGDCSM 47 25 Amdocs Vice - President
79 Siby Abraham 16-Feb-1987 9,755,906 Mtech, Btech 49 26 First Employment Vice - President
80 Sivakumar Periasamy 7-Nov-2011 7,999,393 BE 44 21 MICROSOFT INDIA Vice - President & Chief Procurement Officer
81 Soumitro Ghosh 26-NOV-1988 18,457,853 BTech, MBA 53 29 Blue Star Ltd. Senior Vice - President
82 Sreenath AVenkappiah 29-NOV-2002 6,357,119 BE 49 25 Kshema Technologies Vice - President and Business Head, Business solutions division
83 Srijit Rajappan 16-Aug-2002 11,617,124 B Com, Diploma in Computer Studies 46 23 Stream Tracmail Vice - President
84 Srikanth N 1-Jul-1996 6,221,338 BTech, PGDBM 37 16 First Employment General Manager
85 Srinivas Pallia 1-Feb-1992 18,471,327 BTech, MTech. 46 21 First Employment Sr. Vice - President & Global Head
86 Srinivas Rao R 27-May-1996 6,416,835 B.SC, MCA 49 25 RIYAM COMPUTER SER Vice - President - Business Platforms Group
87 Srinivasa Rao P 2-May-1994 7,288,217 MTech., BE, PGSM 44 21 TISCO Vice - President
88 Srinivasan P V 6-Feb-1997 17,965,831 CA 53 28 Sundaram Fasteners Ltd. Senior Vice President
89 Sriram Tanjore Vaithianatha 26-May-2010 8,310,327 PGDM General Management, PGDM 43 22 Bharti Airtel Ltd. Vice - President
90 Subhash Khare 3-Oct-1990 6,884,192 BE 52 30 Telco Vice - President
91 Subhasish Biswas 2-May-2006 7,527,275 PGDM, BE 44 19 Mphasis BPO Services Head-Business Excellence,WBPO
92 Subrahmanyam P 8-Nov-1983 10,570,569 MSc, MPHIL, B.SC. 52 28 First Employment Senior Vice President
93 Subramanian L 3-Aug-1992 6,537,465 B.SC, ME 45 20 First Employment Vice - President
94 Sunita Cherian 4-Nov-1996 6,811,904 BTech, PGDBA 39 16 First Employment Vice President-Human Resources
95 Suprio Sengupta 1-Aug-2008 8,844,853 PGM 48 24 Microsoft Corp Vice - President
96 Supriti Bhandary 18-May-1995 7,737,767 BBM, MBA 39 18 First Employment Vice - President
97 Suresh B 22-May-1989 8,667,301 BE, ME 49 26 AF Ferguson & Co. Vice - President
98 Suresh C Senapaty 10-Apr-1980 32,037,560 B Com., FCA 56 32 Lovelock & Lewis Executive Director & CFO
99 Suresh Gopal Rao 23-Jun-2008 6,427,555 MCom., CAIIB 48 27 The Lakshmi Vilas Bank Ltd. GM UBS
100 Syed Mansoor Ahmad 9-Dec-1991 8,296,325 BE 44 22 IDM Vice - President
101 Tapan D Bhat 2-Nov-1989 8,509,419 MBA, BE 46 24 Tata Unisys Ltd Vice - President
102 Valerian Karl Dsouza 2-Oct-2003 7,837,040 BCom. 42 20 Airline Financial Support Services (TCS), Air France General Manager
103 Vasudevan A 31-Mar-1986 10,888,865 BE, Mtech. 51 27 First Employment Vice - President
104 Vijay Sharma 26-Mar-2012 6,660,549 PGDM 55 31 Oracle Financial Services Software Vice - President
105 Vinod Kumar TV 13-Jan-1988 7,301,297 MSc. CHEMICAL, B.SC. CHEMICAL 52 27 Usha Microprocessors Vice - President
106 Vishwas Deep 1-Mar-1992 6,986,162 MTech INDMGT, BE MECHANICAL 44 21 First Employment Vice - President
107 Vishwas Santurkar 6-Nov-1991 7,788,872 BE MECHANICAL 50 28 Unicad Technologies Vice - President
108 Arun Madan 26-Sep-2001 5,298,619 BCO, ACA 41 17 HCL Infinet Limited Chief Financial Officer-WBPO
109 Ayaskant Sarangi 3-Dec-2012 3,834,687 PGDBM 39 15 GE Vice - President
110 Balakrishnan Ramani 1-Feb-2002 3,965,759 BE Electrical & Electronics 48 25 24/7 Customer.Com Vice - President
111 Kamal Sharad Shah 23-Apr-2012 6,257,582 MBA 38 13 Thomson Reuters General Manager
112 Kesavan V 1-Apr-1992 10,190,403 B.SC, C A 46 22 Sharp &Tannan Chatm Senior Vice President
113 Madhavan S 15-Sep-1994 8,276,362 B.SC, Btech, EMIB 49 25 CMC Limited Vice - President
114 Manish Dugar 1-Apr-2002 8,248,020 C A, CS, CWA, MBA 40 17 Reckitt Benckiser Head WBPO
115 Sairaman Jagannathan 29-Aug-2001 7,998,268 BE 54 32 Mascot Systems Vice - President
116 Satish Subramaniam 7-Jun-2012 6,232,137 MCA 45 22 NTT Data Global Head- Enterprise Application Services
117 Selvan D 5-Sep-1992 5,665,279 PGDM,Btech, PHd 51 26 Niit Ltd. Sr. Vice President
118 Sriram Srinivasan 10-Apr-1989 11,082,873 CA 48 26 Reckit Coleman Senior Vice President
119 Suhrid Brahma 23-Jan-2013 1,481,639 MBA 42 18 AMS - Oracle Practice Leader Vice - President,
120 Sunil Bhargava 17-Aug-2006 5,681,843 PGDBM, BE 47 22 Tata Teleservices Vice - President - Operations
121 Thandava Murthy T D 5-Jul-2002 6,355,749 BE 57 32 Compaq Senior Vice - President
122 Venkatesh H R 21-Dec-1992 4,043,179 PGDM, BE Electronics 51 27 Suri Computers Vice - President

Notes:

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

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

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

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

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

Annexure B

DISCLOSURE IN COMPLIANCEWITH THE CLAUSE 12 OFTHESEBI (EMPLOYEE STOCKOPTION SCHEME) AND (EMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES 1999, AS AMENDED FORTHEYEAR ENDED MARCH 31, 2013

SI. No. Description WESOP1999 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 - - - - 586,150 13,72,000 2,989,000
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 - - - 419,560 3,205,323 817,642 613,112
5 Options exercised during the year - - - 527,842 2,470,457 794,225 385,978
6 Total number of shares arising as a result of exercise of option (as of March 31,2013) 527,842 2,470,457 794,225 385,978
7 Options lapsed/forfeited during the year* - - - 92,440 351,121 180,116 212,102
8 Variation of terms of options upto March 31,2013 - - - - - - -
9 Money realised by exercise of options during the year (Rs.) - - - 1,055,684 4,940,914 1,588,450 771,956
10 Total number of options in force at the end of the year (granted, vested and unexercised/unvested and unexercised @ 1,583,792 4,562,076 2,571,351 3,296,380
11 Employee wise details of options granted to: - - - - - - -
i. Senior Management during the year
T K Kurien Nil Nil Nil Nil 75,000 Nil Nil
Suresh C Senapaty Pratik Kumar Nil Nil Nil Nil Nil Nil Nil Nil 40,000 40,000 Nil Nil Nil Nil
ii. Senior Management holding 5% or more of the total number of options granted during the year Nil Nil Nil Nil Nil Nil Nil
a) Senior Management as above Nil Nil Nil Nil Nil Nil Nil
b) Other employee(s) 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 Earnings per Share pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20** 22.99 22.99 22.99 22.99 22.99 22.99 22.99
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 underthis Plan Not applicable as there were no grants during the year underthis 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 underthis Plan Not applicable as there were no grants during the year underthis Plan Not applicable as there were no grants during the year underthis Plan Exercise price Rs. 21- per option. Fair value Rs. 435.15/-as on March 31, 2013 Exercise price Rs. 21- per option. Fair value Rs. 435.15/-as on March 31, 2013 Exercise price Rs. 21- per option. Fair value $ 10.05/-as on March 31, 2013 Exercise price Rs. 21- per option. Fair value Rs. 435.15/-as on March 31, 2013
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 (b) expected life (c) expected volatility (d) expected dividends and (e) the price fo the underlying share in market at the time of option grant Not applicable as there were no grants during the year under this Plan Not applicable as there were no grants during the year under this Plan Not applicable as there were no grants during the year underthis Plan Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximatels the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximatels the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximatels the fair value of options Since these options were granted at a nominal exercise price, intrinsic value on the date of grant approximatels the fair value of options

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

@ the number reported are not adjusted for demerger pursuant to the approval of the Scheme of Arrangement for Demerger of Diversified Business during the year.

** the number reported in SI. No.12 is adjusted for Post Demerger EPS.