On behalf of the Board of Directors (the “Board”), it gives me great pleasure to present the 71st Board’s Report of your Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2017.
I. Financial Performance
Vide notification dated February 16, 2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards (“Ind AS”) to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1, 2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013. The standalone and consolidated financial statements for the financial year ended March 31, 2017, forming part of this Annual Report, have been prepared in accordance with Ind AS with a transition date of April 1, 2015. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.
Vna consolidated basis, our sales increased to Rs, 550,402 million for the current year as against Rs, 512,440 in the previous year, recording a growth of 7.41%. Our net profits declined to Rs, 85,179 million for the current year as against Rs, 89,571 million in the previous year, recording a decline of 4.90%.
Vna standalone basis, our sales increased to Rs, 456,396 million for the current year as against Rs, 446,808 million in the previous year, recording a growth of 2.15%. Our net profits declined to Rs, 81,617 million for the current year as against Rs, 82,005 million in the previous year, recording a decline of 0.47%.
Vey highlights of financial performance of your Company for the financial year 2016-17 are as follows:
(Rs, in millions)
Sales and Other Income
Profit before Tax
Provision for Tax
Net profit for the year*
Other comprehensive income for the year
Total comprehensive income for the year*
Total comprehensive income for the period attributable to:
Corporate tax on dividend distribution
* Profit for the standalone results is after considering a profit of Rs, 210 million (2016: Loss of '''' 563 million) relating to changes in fair value of forward contracts designated as hedges of net investment in no 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 approved a Dividend Distribution Policy at its meeting held over October 20-21, 2016. The policy details various considerations based on which the Board may recommend or declare Dividend, current dividend track record, usage of retained earnings for corporate actions, etc. The policy is available on the Company’s website at http:// www.wipro.com/investors/corporate-governance/ policies-and-guidelines/
Pursuant to the approval of the Board on January 25, 2017, your Company paid an Interim Dividend of Rs,2/- per equity share of face value of Rs, 2/- each, to shareholders who were on the register of members as on February 3, 2017, being the record date fixed for this purpose. The Board did not recommend a final Dividend and therefore total Dividend for the year ended March 31, 2017 will be Rs, 2/- per equity share of face value of Rs, 2/- each.
During the year 2016-17, unclaimed Dividend for financial year 2008-09 of Rs, 41,75,404/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, equity shares in respect of which dividend has not been claimed for the financial year 2008-09 will be transferred to the IEPF Authority in accordance with the aforesaid rules.
Buyback of Equity Shares
Pursuant to the approval of the Board on April 20, 2016, your Company completed buyback of 4,00,00,000 equity shares in July 2016 for an aggregate amount of Rs, 2500,00,00,000/-, being 1.62% of the total paid up equity share capital, at Rs, 625 per equity share. The buyback was made from all existing shareholders of the Company as on May 6, 2016, the record date for the buyback, on a proportionate basis under the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made there under. The Board will consider a proposal for another buyback of equity shares of the Company around July 2017.
Issue of Bonus Shares
On April 25, 2017, the Board recommended a proposal for issue of Bonus Equity Shares in the proportion of 1:1, that is 1 (One) bonus equity share of Rs, 2/- each for every 1 (One) fully paid-up equity share held (including ADS holders) as on the record date, subject to approval of the shareholders of the Company through postal ballot. The record date for reckoning eligible shareholders (including ADS holders) entitled to receive bonus shares is June 14, 2017. The bonus issue is likely to be completed on or before June 24, 2017.
Transfer to Reserves
Appropriations to general reserve for the financial year ended March 31, 2017 as per standalone and consolidated financial statements are as under:
(Rs, in millions)
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
I n accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided from page nos. 262 to 265 of this Annual Report. The statement also provides details of performance and financial position of each of the subsidiaries.
I n accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.wipro.com. Further, audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.wipro.com.
During the financial year 2016-17, your Company invested an aggregate 994 million in its direct subsidiaries. Apart from this, your Company funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements.
During the year 2016-17, Wipro Promax Holdings Pty Ltd and Wipro Promax IP Pty Ltd were de-registered and 3D Networks UK Limited was liquidated. Further, Knowledge Infusion LLC was merged with and into Appirio Inc., Harrington Health Services, Inc. was merged with and into HealthPlan Services, Inc., and HealthPlan Holdings, Inc. was merged with and into HPH Holdings Corp.
On order to have adequate capital to accommodate the issue of bonus equity shares, the Board at its meeting held on April 25, 2017 approved increase in authorized capital from '''' 610,00,00,000/- (Rupees Six Hundred and Ten Crores) to '''' 1126,50,00,000/-(Rupees One Thousand One Hundred and Twenty Six Crores and Fifty Lakhs) by creation of additional 258.25.00.000 (Two Hundred and Fifty Eight Crores and Twenty Five Lakhs) equity shares of '''' 2/- (Rupees Two each) and consequent amendment to clause 5 of the Memorandum of Association of the Company. The increase in authorized share capital is subject to approval of the shareholders through postal ballot.
During the year 2016-17, the Company allotted 1,87,275 equity shares and transferred 11,01,217 equity shares of '''' 2/- each pursuant to exercise of stock options. Also, the Company extinguished 4.00.00.000 equity shares consequent to buyback in July 2016. Consequently, the paid-up equity share capital of the Company as at March 31, 2017 stood at '''' 486,18,01,130/- consisting of 243,09,00,565 equity shares of '''' 2/- each.
During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.
Particulars of Loans, Advances, Guarantees and Investments
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.
Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
Your Company is one of the leading providers of IT Services globally. It combines the business knowledge and industry expertise of its domain specialists and the technical knowledge and implementation skills of its Delivery team leveraging its Products, Platforms, Partnerships and Solutions in its Development Centers located around the world.
Your Company develops and integrates innovative solutions that enable its clients to leverage IT to achieve their business objectives at competitive costs. Your Company uses its quality processes and global talent pool to deliver “time to development” advantages, cost savings and productivity improvements.
Your Company’s IT Services business provides a range of IT and IT enabled Services which include Digital Strategy Advisory, Customer-Centric Design, Technology Consulting, IT Consulting, Custom Application Design, Development, Re-Engineering and Maintenance, Systems Integration, Package Implementation, Global Infrastructure Services, Analytics Services, Business Process Services, Research and Development and Hardware and Software design to leading enterprises worldwide.
V he vision for your Company’s business is “To earn our Clients’ trust and maximize value of their businesses by providing Solutions that integrate deep industry insights, leading technologies and best in class execution”. Our ambition for 2020 has set the direction of our strategy.
The markets your Company serves are undergoing rapid changes due to the pace of developments in technology, innovation in business models and changes in the sourcing strategies of clients. Pressures on cost-competitiveness, an uncertain economic environment and immigration restrictions are causing clients to develop newer business models. On the technology front, Digital business has changed the nature of demand for IT Services. Development of Advanced Technologies such as Cloud based Offerings, Big Data Analytics, Mobile
Applications and the emergence of Social Media are shifting the point of decision-making on IT Sourcing within clients’ organization from the traditional Chief Information Officer to newer stakeholders such as Chief Marketing Officer, Chief Digital Officer and Chief Risk Officer. These trends on newer business models, emerging technologies and sourcing patterns provides your Company with significant growth opportunities.
Your Company’s IT Products segment provides a range of third-party IT Products, which allows it to offer comprehensive IT System Integration Services. These products include Computing, Platforms and Storage, Networking Solutions, Enterprise Information Security and Software Products, including Databases and Operating Systems. Your Company has a diverse range of clients, primarily in the India and Middle East markets from small and medium enterprises to large enterprises in all major industries. Your Company continues to focus on being a system integrator of choice where it provides IT Products as a complement to its IT Services Offerings rather than sell standalone IT Products.
According to Strategic Review 2017 of the National Association of Software and Service (“NASSCOM”), in FY17, IT export revenues from India grew by 7.6%, to an estimated $117 billion. NASSCOM projects the Indian Technology & Services industry to reach $200 billion to $225 billion in revenues by 2020 and over $350 billion by 2025, from a base of $154 billion in 2017.
Acquisitions and Investments
Acquisitions are a key enabler for driving your Company’s capability to build industry domain, strengthen its presence in emerging technology areas including Digital and Cloud, and increase market footprint in newer markets. Your Company focuses on opportunities where it can further develop its domain expertise, specific skill sets and its global delivery model to maximize service and product enhancements and higher margins. Your Company also uses its acquisition program to increase footprint in certain large customers and pursue select business opportunities. During the year ended March 31, 2017, your Company acquired Appirio Group, a global Cloud Services company that creates next generation worker and customer experiences. In April 2017, your Company acquired Info server S.A., a specialized IT Services provider for Banking, Financial Services & Insurance sector in Brazil.
Vs part of a start-up engagement model, your Company has invested in building world-class partnerships through a US$ 100 million corporate venture capital fund, Wipro Ventures, aimed at investing in cutting edge start-ups in areas such as Digital, Internet of Things, Big Data, Open Source, Cyber security , Fintech and Security, Supplier Collaboration Platform and Artificial Intelligence (AI). During the fiscal year ended March 31, 2017, Wipro Ventures has seen strong traction and scale. Currently, there are 9 such investments with a cumulative spend of $ 24.5 million in start-ups working in Big Data and Analytics (Talena, Inc.), Artificial Intelligence (Vicarious FPC, Inc., investments through TLV partners), Internet of Things, (Altizon Systems Private Limited), Mobility (Avaamo Inc.), Supplier Collaboration Platform (Tradeshift Inc.), Fintech and Security (Vectra Networks Inc., Emailage Corp., Inc. and IntSights Cyber Intelligence Limited)- technologies that are reshaping the future of enterprises.
Your Company is a trusted name in the marketplace, with an enviable history of business success, built on a strong set of values. Today, the shifting sands in the market underscore the need to introspect, self-examine and embrace change. A little over a year ago, your Company embarked on a journey of transformation, with courage and conviction, to shape its future. This journey called for a new visual identity. A visual identity that reflects the promise the Wipro brand makes to its clients - To bring a pioneering, entrepreneurial spirit and an integrated perspective to solve its clients’ complex business problems.
Your Company unveiled its new brand identity, and the new logo represents the way your Company “connect the dots” for its clients and bring the power of connected insights with a sense of history - now seen through a Digital lens for a digital world. The brand identity embodies the positive energy that each one of us brings both individually and collectively.
Along with the new identity, your Company has rearticulated the Spirit of Wipro. Values are an intrinsic part of Wipro and are closely aligned with its brand. Your Company’s Brand identity is a visual expression of its core values, the guidepost for its decisions, its culture and what it stands for as an organization.
Your Company’s core Values provide its employees with the moral compass to deliver on its brand promise: Be passionate about clients’ success, Treat each person with respect, Be global and responsible, and Unyielding integrity in everything we do.
Key Awards and Recognitions
Your Company is one of the most admired and recognized companies in the IT industry. During the year, your Company won several awards and accolades, out of which key recognitions are given below:
- Wipro received the Citi Lean Partner award for 2015 in recognition of its high levels of service and performance.
- Wipro was recognized with the Best Global Healthcare and Life Sciences IT Consultancy & Outsourcing Company Award 2016 at Global Health and Pharma’s 2016 International Life Sciences Awards.
- Wipro was positioned as a “Leader” in Everest Group’s 2016 PEAK Matrix™ for Independent Testing Services for the second consecutive year.
- Wipro was included in the Dow Jones Sustainability Index (DJSI) - World and Emerging Markets for the seventh time in succession.
- Wipro won the Teradata Epic Award for ICP Collaborative Revenue category at Teradata Partners Conference & Expo 2016.
- Wipro was recognized as the ‘Best Collaboration Partner’ by Land Transport Authority (LTA), Singapore at the Land Transport Excellence Awards 2016
- Wipro was recognized a Leader for the Third Consecutive Year in Gartner’s Magic Quadrant for Application Testing Services, Worldwide
- Wipro was rated as the leading player in the ‘Zinnov Zones 2016 Product Engineering Services report’ by Zinnov Management Consulting for the seventh consecutive year
- Wipro has been recognized with the ‘Challenge the Future® 2017 award by Information Services Group (ISG), a leading global technology research and advisory firm.
Management Discussion and Analysis Report
V n terms of regulation 34 of the Listing Regulations and SEBI circular SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 6, 2017, your Company has adopted salient features of Integrated Reporting prescribed by the International Integrated Reporting Council (‘IIRC’) as part of its Management Discussion and Analysis report (“MD&A Report”). The MD&A report, capturing your Company’s performance, industry trends and other material changes with respect to your Companies and its subsidiaries, wherever applicable, are presented from page nos. 24 to 64 of this Annual Report. The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by regulation 34 of the Listing Regulations on Business Responsibility Report. Statutory section on Business Responsibility Report is provided from page nos. 319 to 324 to this Annual Report.
III. Governance and Ethics Corporate Governance
W ipro’s governance framework is driven by the objective of enhancing long term stakeholder value without compromising on ethical standards and corporate social responsibilities. Corporate governance principles are enshrined in the Spirit of Wipro, which form the core values of Wipro. These guiding principles are also articulated through the Company’s code of business conduct, Corporate Governance Guidelines, charter of various subcommittees and disclosure policy.
Vs per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from V. Sreedharan & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided at page no. 129 to this Annual Report.
Board of Directors
Board’s Composition and Independence
Your Company’s Board consists of global leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31, 2017, the Board comprised three executive directors and seven non-executive Independent Directors.
Definition of ‘Independence’ of Directors is derived from regulation 16 of the Listing Regulations, NYSE Listed Company Manual and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.
Cased on the confirmations/disclosures received from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:
a) Mr. N Vaghul
b) Dr. Ashok S Ganguly
c) Mr. William Arthur Owens
d) Mr. M K Sharma
e) Ms. Ireena Vittal
f) Dr. Patrick J Ennis
g) Mr. Patrick Dupuis Number of Meetings of the Board
V he Board met five times during the financial year 2016-17 on April 19-20, 2016, June 3, 2016, July 18-19, 2016, October 20-21, 2016 and January 2425, 2017. The maximum interval between any two meetings did not exceed 120 days.
Directors and Key Managerial Personnel
At the 70th Annual General Meeting (AGM) held on July 18, 2016, Dr. Patrick J Ennis and Mr. Patrick Dupuis were appointed as Independent Directors to hold office from April 1, 2016 up to March 31, 2021.
Pursuant to the recommendation of Board Governance, Nomination and Compensation Committee and based on the report of performance evaluation, the Board at its meeting held on April 20, 2016 appointed Mr. M K Sharma as Additional Director with effect from July 1, 2016 and decided to place the proposal for re-appointment of Mr. N Vaghul and Dr. Ashok S Ganguly as Independent Directors for a further term of 3 years up to July 31, 2019 and Mr. M K Sharma as Independent Director for a further term of 5 years up to June 30, 2021, for approval of the Members at the 70th AGM. The aforesaid appointments/reappointments were approved by the Members at the 70th AGM held on July 18, 2016.
At the 70th AGM held on July 18, 2016, Mr. T K Kurien was re-appointed as Executive Director designated as Executive Vice Chairman from February 1, 2016 up to March 31, 2017 and Mr. Abidali Z Neemuchwala was appointed as Executive Director designated as Chief Executive Officer from February 1, 2016 up to January 31, 2021.
At the 69th Annual General Meeting held on July 22, 2015, Mr. Azim H Premji was re-appointed as Executive Chairman and Managing Director of the Company to hold office up to July 30, 2017. Keeping in view Mr. Azim H Premji’s rich and varied experience in the Industry, his involvement in the operations of the Company over a long period of time, his pioneering role in guiding the Company through four decades of diversification and growth to emerge as a world leader in the Software industry, and pursuant to the recommendation of Board Governance, Nomination and Compensation Committee, the Board at its meeting held over April 24-25, 2017 approved, subject to Members’ approval, re-appointment of Mr. Azim H Premji as Executive Chairman and Managing Director for a further period of 2 years from July 31, 2017 to July 30, 2019.
At the 68th Annual General Meeting held on July 23, 2014, Mr. William Arthur Owens was appointed as an Independent Director to hold office up to July 31, 2017. Considering his immense contributions to the Company and pursuant to the recommendation of Board Governance, Nomination and Compensation Committee and based on the report of performance evaluation, the Board at its meeting held over April 24-25, 2017 decided to place the proposal for reappointment of Mr. William Arthur Owens as an Independent Director for a further term of 5 years from August 1, 2017 up to July 31, 2022, for approval of the Members at the 71st AGM.
The Company has received separate notices under section 160 from Members, along with the requisite deposit, signifying their intention to propose reappointment of Mr. Azim H Premji and Mr. William Arthur Owens as mentioned in the preceding paragraphs. Accordingly, necessary resolutions are being placed for approval of the Members at the 71st Annual General Meeting of the Company.
Pursuant to the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Abidali Z Neemuchwala will retire by rotation at the 71st AGM and being eligible, has offered himself for re-appointment.
Or. Vyomesh Joshi resigned as Independent Director with effect from close of business hours of July 19, 2016 and Dr. Jagdish N Sheth retired from the Board effective July 18, 2016.
O r. T K Kurien ceased to be the Executive Vice Chairman with effect from close of business hours on January 31, 2017, consequent to his retirement from the Company.
T he Board places on record immense contributions made by Mr. Vyomesh Joshi, Dr. Jagdish N Sheth and Mr. T K Kurien to the growth of your Company over the years.
Committees of the Board
The Company’s Board has the following committees:
1. Audit, Risk and Compliance Committee, which also acts as the Risk Management Committee
2. Board Governance, Nomination and Compensation Committee, which also acts as the CSR Committee
3. Strategy Committee
4. Administrative and Shareholders/Investors Grievance Committee (Stakeholders’ Relationship Committee)
Details of terms of reference of the Committees, Committee membership and attendance at meetings of the Committees are provided in the Corporate Governance report from page nos. 118 to120 of this Annual Report.
On 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.
V his evaluation was led by the Chairman of the Board Governance, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in consonance with Guidance Note on Board Evaluation issued by SEBI recently. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings.
Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.
Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization’s strategy, risk and environment, etc.
The outcome of the Board evaluation for financial year 2016-17 was discussed by the Board Governance, Nomination and Compensation Committee and the Board at their meeting held in April 2017. The Board has received consistent ratings on its overall effectiveness and has been rated comparatively higher this year for composition of Directors and their skills, attributes and experience. The Board has also noted areas requiring more focus in the future.
Policy on Director’s Appointment and Remuneration
V he Board Governance, Nomination & Compensation Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy covering these requirements is provided in the Corporate Governance report at page no. 115 to this Annual Report. We affirm that the remuneration paid to Directors is as per the remuneration policy of the Company.
Your Company has adopted an Ombuds process as a channel for receiving and redressing complaints from employees and Directors, as per the provisions of Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations.
Under this policy, your Company encourages its employees to report any fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company’s code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation.
Mechanism followed under Ombuds process is appropriately communicated within the Company across all levels and has been displayed on the Company’s intranet and website at www.wipro.com.
The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism. No personnel of the Company were denied access to the Audit, Risk & Compliance Committee.
Related Party Transactions
Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm’s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company’s website www.wipro.com.
Ill. Related Party Transactions are placed on a quarterly basis before the Audit, Risk and Compliance Committee and before the Board for approval. Prior omnibus approval of the Audit, Risk and Compliance Committee is obtained for the transactions which are of a foreseeable and repetitive nature.
The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure I to this Annual Report.
Compliance Management Framework
Vour Company has a robust and effective framework for monitoring compliances with applicable laws. The Board has approved a Global Statutory Compliance Policy providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide updates to senior management and Board on a periodic basis. The Audit, Risk and
Compliance Committee and the Board periodically monitor status of compliances with applicable laws based on quarterly certification provided by senior management.
Directors’ Responsibility Statement
Your Directors hereby confirm that:
(a) i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) t he 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) V he 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) V he Directors have prepared the annual accounts on a going concern basis; and
(e) V he 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) v s required under Section 134(5)(f) of the Companies Act, 2013, and according to the information and explanations presented to us, based on the review done by the Audit, Risk and Compliance Committee and as recommended by it, we, the Board, hereby, state that adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws as per the Company’s Global Statutory Compliance Policy and that such systems and processes are operating effectively.
Wipro Employee Stock Option Plans (WESOP)/ Restricted Stock Unit Plans
In order to motivate, incentivize and reward employees, your Company has instituted various employee stock options plans/restricted stock unit plans from time to time. The Board Governance, Nomination and Compensation Committee administers these plans. The stock option plans are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“Employee Benefits Regulations”) and there have been no material changes to these plans during the financial year. Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are available on the Company’s website at http://www.wipro.com/ investors/financial-information/annual-reports/. No employee was issued stock option during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.
W ipro 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.
statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of Rs, 102 lakhs or more, and employees employed for part of the year and in receipt of Rs, 8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure III to this report.
V. Internal Financial Controls and Audit Internal Financial Controls and their Adequacy
P he 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.
Given the diversified scale of operations, your Company has put in place an Enterprise Risk Management (ERM) framework and adopted an enterprise risk management policy based on globally recognized standards. The ERM framework is administered by the Audit, Risk and Compliance Committee. The objective of the ERM framework is to enable and support achievement of business objectives through risk-intelligent assessment while also placing significant focus on constantly identifying and mitigating risks within the business.
further details on the Company’s risk management framework is provided in the MD&A report.
Pursuant to the provisions of section 139 of the Companies Act, 2013, an audit firm can act as auditors of a listed company for a maximum tenure of two terms of 5 consecutive years. For the purpose of reckoning this limit, existing tenure of the auditors needs to be counted. Further, companies have been given a transition time of 3 years from April 1, 2014 to comply with this provision.
As per the above requirement, the term of Company’s auditors, BSR & Co. LLP, (Registration No.101248W/W-100022) Chartered Accountants, Bangalore, comes to an end with the conclusion of audit for the financial year 2016-17.
After conducting a detailed evaluation and based on the recommendation of Audit, Risk and Compliance Committee, the Board approved the proposal for placing at the 71st AGM the matter of appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 1 17366W/W-100018) as statutory auditors of the Company for a term of 5 years from the financial year 2017-18 onwards on such terms and conditions and remuneration as may be decided by the Audit, Risk and Compliance Committee. A resolution to that effect forms part of notice of the 71st AGM sent along with this Annual Report.
P here are no qualifications, reservations or adverse remarks made by BSR & Co. LLP, Statutory Auditors, in their report for the financial year ended March 31, 2017.
Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. V Sreedharan, Partner, V Sreedharan & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2017 is enclosed as Annexure IV to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.
V. Social Responsibility and Sustainability
Corporate Social Responsibility
Your Company is at the forefront of Corporate Social Responsibility (CSR) and sustainability initiatives and practices. Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. Your Company has been involved with social initiatives for more than decade and a half and engages in various activities in the field of education, primary healthcare and communities, ecology and environment, etc. Your Company has won several awards and accolades for its CSR and sustainability efforts.
Ys per the provisions of the Companies Act, 2013, companies having net worth of Rs, 500 crore or more, or turnover of Rs, 1,000 crore or more or net profit of Rs,5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the board comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the company’s three immediately preceding financial years towards CSR activities. Accordingly, your Company spent Rs, 1,863 million towards CSR activities during the financial year 2016-17. The contents of the CSR policy and CSR Report for the year 2016-17 is attached as Annexure V to this report. Contents of the CSR policy is also available on the Company’s website at http://www.wipro.com/investors/corporate-governance/policies-and-guidelines/. The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies Act, 2013, forms part of Board Governance, Nomination and Compensation Committee. The Committee consists of three independent directors, Dr. Ashok S Ganguly, Mr. N Vaghul and Mr. William Arthur Owens, as its members. Dr. Ashok S Ganguly is the Chairman of the Committee.
Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption
details of steps taken by your Company to conserve energy through its “Sustainability” initiatives, Research and Development and Technology Absorption have been disclosed as part of the MD&A Report.
VI. Other Disclosures
Foreign Exchange Earnings and Outgoings
During the year 2016-17, your Company’s foreign exchange earnings were '''' 404,000 million and foreign exchange outgoings were '''' 212,910 million as against '''' 404,862 million of foreign exchange earnings and '''' 208,181 million of foreign exchange outgoings for the financial year 2015-16.
Extract of Annual Return
pursuant to section 92(3) and section 134(3)(a), extract of the Annual Return as on March 31, 2017 in form MGT-9 is enclosed as Annexure VI to this report.
Paternal Changes and Commitments Affecting the Financial Position of the Company
D here have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.
Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals Impacting the Going Concern Status and the Company’s Operations in Future
D here are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
Information Required Under Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013
Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. A total of 116 complaints of sexual harassment were raised in the calendar year 2016, of which 102 cases were disposed and appropriate actions were taken in all cases within the statutory timelines.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the IT Services industry.
For and on behalf of the Board of Directors,
Bangalore Azim H Premji
June 2, 2017 Executive Chairman