On behalf of the Board of Directors (the "Board") ofthe Company it gives me immense pleasure to present the 73rd Board's Report alongwith the Balance Sheet Profit and Loss account and Cash Flow statements for thefinancial year ended March 31 2019.
I. Financial Performance
The standalone and consolidated financial statements for the financialyear ended March 31 2019 forming part of this Annual Report have been prepared inaccordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry ofCorporate Affairs. On a consolidated basis our sales increased to र 585845 million forthe current year as against र 544871 million in the previous year recording anincrease of 7.52%. Our net profits increased to र 90179 million for the current year asagainst र 80031 million in the previous year recording an increase of 12.68%.
On a standalone basis our sales increased to र 480298 million forthe current year as against र 447100 million in the previous year recording anincrease of 7.43%. Our net profits declined to र 76140 million in the current year asagainst र 77228 million in the previous year recording a decline of 1.41%.
Key highlights of financial performance of your Company for thefinancial year 2018-19 are provided below: ( र in millions)
| ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Sales ||480298 ||447100 ||585845 ||544871 |
|Other Operating Income ||940 ||- ||4344 ||- |
|Other Income ||25686 ||24796 ||26138 ||25487 |
|Profit before Tax ||98705 ||100343 ||115422 ||102422 |
|Provision for Tax ||22565 ||23115 ||25243 ||22391 |
|Net profit for the year ||76140 ||77228 ||90179 ||80031 |
|Other comprehensive (loss)/income for the year ||1246 ||(7300) ||800 ||(3127) |
|Total comprehensive income for the year ||77386 ||69928 ||90979 ||76094 |
|Total comprehensive income for the period attributable to: || || || || |
|Minority Interest ||- ||- ||251 ||19 |
|Equity holders ||77386 ||69928 ||90728 ||76885 |
| ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Appropriations || || || || |
|Dividend ||4524 ||4525 ||4504 ||4499 |
|Corporate tax on distribution of dividend ||930 ||921 ||930 ||921 |
|EPS || || || || |
|- Basic ||12.67 ||16.26 ||14.99 ||16.85 |
|- Diluted ||12.64 ||16.23 ||14.95 ||16.82 |
Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended ("ListingRegulations") the Board has approved and adopted a Dividend Distribution Policy.The policy details various considerations based on which the Board may recommend ordeclare Dividend dividend track record usage of retained earnings for corporate actionsetc. The policy is available on the Company's website at https://www.wipro.com/investors/corporate-governance. Pursuant to the approval of the Board of Directors onJanuary 18 2019 your Company paid an interim dividend of र 1/- per equity share offace value of र 2/- each to shareholders who were on the register of members as onJanuary 30 2019 being the record date fixed for this purpose. The Board has notrecommended a final dividend and the interim dividend of र 1/- declared by the Board inJanuary 2019 shall be considered as the final dividend for the financial year 2018-19.Thus the total dividend for the financial year 2018-19 remains र 1 per equityshare.
Your Company is in compliance with its Dividend Distribution policy asapproved by the Board.
Issue of Bonus Equity Shares
The Board of Directors at their meeting held on January 18 2019recommended issue of bonus equity shares in the proportion of 1:3 i.e. 1 (One) bonusequity share of र 2/- each for every 3 (three) fully paid-up equity shares held(including American Depository Shares ("ADS")). The said bonus issue wasapproved by the Members of the Company vide resolution dated February 22 2019 passedthrough postal ballot/e-voting subsequent to which on
March 8 2019 1508469180 bonus shares were allotted to the Memberswhose names appeared on the register of members as on March 7 2019 being the record datefixed for this purpose.
As part of the aforesaid allotment 106273 bonus equity sharesrepresenting fractional entitlement(s) of eligible Members were consolidated and allottedto the trustee appointed by the Board. Subsequently the trustee sold such equity sharesat the prevailing market price and distributed the net sale proceeds after adjusting thecosts and expenses in respect thereof among the eligible Members in proportion to theirrespective fractional entitlements.
Buyback of Equity Shares
On April 16 2019 the Board approved a proposal to buyback up to323076923 (Thirty Two Crores Thirty Lakhs Seventy Six Thousand Nine Hundred and TwentyThree) equity shares of the Company for an aggregate amount not exceeding र 105000000000/- (Rupees Ten Thousand Five Hundred Crores only) being 23.03% of theaggregate of the fully paid-up equity share capital and free reserves as per the auditedstandalone balance sheet as at March 31 2019 at a price of र 325/- (Rupees ThreeHundred and Twenty Five) per equity share. Subsequently vide resolution dated June 12019 the shareholders approved the buyback of equity shares through postalballot/e-voting. The buyback is proposed to be made from all the existing Members of theCompany as on June 21 2019 being the record date for this purpose on a proportionatebasis under the tender offer route in accordance with the provisions contained in theSecurities and Exchange Board of India (Buy-Back of Securities) Regulations 2018 and theCompanies Act 2013 and the rules made thereunder.
During the financial year 2018-19 your Company's authorizedcapital was increased from र 11265000000/- (Rupees One Thousand One Hundred andTwenty Six Crores and Fifty Lakhs) to र 25274000000 /- (Rupees Two Thousand FiveHundred and Twenty Seven Crores and Forty Lakhs) by creation of additional 7004500000(Seven Hundred Crores and Forty Five Lakhs) equity shares of र 2/- (Rupees Two each).The said increase in authorized share capital was pursuant to approval of shareholdersthrough postal ballot/e-voting dated February 22 2019 and also as per the terms of theScheme (as defined below) approved by the Hon'ble National Company Law Tribunal("NCLT") Bengaluru Bench on account of clubbing the authorized sharecapital of Appirio India Cloud Solutions Private Limited with and into the authorizedcapital of your Company.
During the year 2018-19 the Company allotted 1681717 equity sharesand transferred 2599183 equity shares of र 2/- each from Wipro Equity Reward Trustpursuant to exercise of stock options by eligible employees and allotted 1508469180equity shares of र 2/- each as bonus equity shares on March 8 2019 by capitalization ofsums standing to the credit of the free reserves and/or the securities premium accountand/or the capital redemption reserve account of the Company. Consequently the paid-upequity share capital of the Company as at March 31 2019 stood at र 12067870776/-consisting of 6033935388 equity shares of र 2/- each.
During the year under review the Company has not issued shares withdifferential voting rights and sweat equity shares.
Transfer to Reserves
Appropriations to general reserve for the financial year ended March31 2019 as per standalone and consolidated financial statements are as under: ( र Inmillions)
| ||Standalone ||Consolidated |
|Net profit for the year ||76140 ||90037 |
|Balance of Reserve at the beginning of the year ||413578 ||470215 |
|Adjustment on adoption of Ind AS 115 ||(1605) ||(2279) |
|Adjustment on account of merger ||(975) ||- |
|Transfer to General Reserve ||- ||- |
|Balance of Reserve at the end of the year ||481852 ||552158 |
In accordance with Section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the subsidiarycompanies in Form AOC-1 is provided at page 285 of this Annual Report. The statement alsoprovides details of performance and financial position of each of the subsidiaries.Audited financial statements together with related information and other reports of eachof the subsidiary companies have also been placed on the website of the Company atwww.wipro.com.
During the financial year 2018-19 your Company invested an aggregateof र 36373 million in its direct subsidiaries. Apart from this your Company funded itssubsidiaries from time to time as per the fund requirements through loans guaranteesand other means to meet working capital requirements.
During the financial year 2018-19 your Company has carried outrestructuring of its following subsidiaries: a) Merger of Wipro Technologies Austria GmbHWipro Information Technology Austria GmbH NewLogic Technologies SARL and Appirio IndiaCloud Solutions Private Limited (wholly owned subsidiaries) with and into Wipro Limitedpursuant to order dated March 29 2019 passed by NCLT approving the scheme ofamalgamation ("Scheme") for the aforesaid merger. As per the said Schemethe appointed date is April 1 2018. b) Liquidation of Appirio Singapore Pte Ltd andAppirio GmbH. c) Merger of Cellent Mittelstandsberatung GmbH with and into Cellent GmbHGermany. d) Reduction of the Company's equity holding in WAISL Limited (formerlyknown as Wipro Airport IT Services Limited) which was a joint venture between WiproLimited and Delhi International Airport Limited from 74% to 11% by selling the stake toAntariksh Softtech Private Limited on April 5 2018. e) Setting up of a new subsidiarynamely Wipro IT Services S.R.L in Romania. f) Setting up of a new subsidiary namely WiproUS Foundation in USA.
Transfer to Investor Education and Protection Fund a) As requiredunder the Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Rules 2016 ("IEPF Rules") during the year 2018-19unclaimed dividend for financial years 2010-11 and 2011-12 of र 7929792/- and र 4714164/- respectively were transferred to the Investor Education and ProtectionFund ("IEPF"). b) Pursuant to the provisions of Section 124(6) of theCompanies Act 2013 and the IEPF Rules during the year 2018-19 60958 equity shares inrespect of which dividend has not been claimed for the final dividend declared infinancial year 2010-11 and interim dividend declared in financial year 2011-12 weretransferred to the IEPF authority. c) Pursuant to Rule 6(8) of the IEPF Rules under thebonus issue 426445 equity shares were allotted to the IEPF authority based on theirshareholding as on the record date of March 7 2019 and an amount of र 102485 /-pertaining to sale proceeds of fractional bonus shares were transferred to the IEPF.
Particulars of Loans Advances Guarantees and Investments
Pursuant to Section 186 of Companies Act 2013 and Schedule V of theListing Regulations disclosure on particulars relating to loans advances guarantees andinvestments are provided as part of the financial statements.
Your Company has not accepted any deposits from public and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of the balance sheet.
Your Company is a leading information technology consulting andbusiness process services company. Your Company's range of services includes digitalstrategy customer-centric design consulting infrastructure services business processservices research and development cloud mobility and advanced analytics and productengineering. Your Company offers its customers a variety of commercial models includingtime and material fixed price capacity based pay-per-use as-a-service and outcomebased models. Your Company offers all of these services and models globally by leveragingits proprietary products platforms partnerships and solutions including state of theart automation technologies such as cognitive intelligence tool Wipro HOLMES ArtificialIntelligence PlatformTM ("Wipro HOLMESTM").
The vision for your Company's business is "to earn ourclients' trust and maximize value of their businesses by helping them in theirjourney to re-invent' their business and operating models with itsDigital' first approach and best in class execution". To realize itsvision and strategy your Company is prioritizing and investing to drive growth in keystrategic fields such as digital cloud cybersecurity and industrial and engineeringservices through its "Big Bet" program. For example your Company's"Big Bet" in each of digital and cloud are at the heart of its BusinessRe-imagination and Engineering Transformation and Modernization pillars while the"Big Bet" in industrial and engineering services is central to its ConnectedIntelligence pillar and the "Big Bet" in cyber security is central to its Trustpillar.
Your Company provides its clients with competitive advantages byapplying various emerging technologies and ensuring cyber resilience and cyber assurance.Your Company works with its clients not only to enable their digital future but also todrive hyper efficiencies across their technology infrastructure applications and coreoperations enabling them to achieve cost leadership in their businesses. Going forwarddigital enterprises will increasingly require partners such as Wipro who are able tobring capabilities that span consultancy design engineering systems integration andoperations to enable them to achieve digital transformation. These combined capabilitieswill only be effective if delivered in the context of the relevant industry or domain.Hence it is critical to your Company that it provides strong domain expertise along with"Digital". Your Company has invested significantly in building domain expertiseand will continue to strengthen its domain capabilities. Your Company's IT Productssegment provides a range of third-party IT products which allows it to offercomprehensive IT system integration services. These products include computing platformsand storage networking solutions enterprise information security and software productsincluding databases and operating systems. Your Company continues to focus on being asystem integrator of choice where it provides IT Products as a complement to its ITServices offerings rather than sell standalone IT Products.
According to the Strategic Review 2019 published by NASSCOM (the "NASSCOMReport") "Digital" continues to drive growth (more than 30% of growthin fiscal year 2019) and now contributes $33 billion to the overall IT industry in India.Technologies such as industrial automation robotics cloud Internet of things ("IoT")augmented reality ("AR")/virtual reality ("VR") andblockchain continue to fuel growth. Global IT service providers offer a range ofendto-end software development digital services IT business solutions researchand development services technology infrastructure services business process servicesconsulting and related support functions. According to the NASSCOM Report IT exportrevenues from India grew by 8.3% to an estimated $136 billion in fiscal year 2019.
Acquisitions Divestments and Investments
Acquisitions are a key enabler for driving capability to build industrydomain focus on key strategic areas strengthen presence in emerging technology areasincluding Digital and increase market footprint in newer markets. Your Company focuses onopportunities where it can further develop its domain expertise specific skill sets andits global delivery model to maximize service and product enhancements and higher margins.
During July 2018 your Company has entered into a strategic partnershiparrangement with Alight Solutions a leader in technology-enabled health wealth HR andfinance solutions which will reshape the HR services industry by providing Alight'sclients with the breadth and depth of capabilities from the two industry-leadingorganizations. Your Company has also divested its Workday and Cornerstone OnDemandbusiness to Alight Solutions LLC.
Further your Company completed divestment of its data center servicesbusiness to Ensono Holdings LLC a leading hybrid IT services provider consisting ofWipro Data Centre and Cloud Services Inc. (USA) and data center services business incertain other countries.
The strategic investment arm of your Company Wipro Ventures is a $100million fund that invests in early to mid-stage enterprise software startups. As of March31 2019 Wipro Ventures has active investments in and partnered with 13 startups in thefollowing areas AI (Avaamo Inc. Vicarious FPC Inc.) Business Commerce(Tradeshift Inc.) Cybersecurity (IntSights Cyber Intelligence Ltd. Vectra NetworksInc. CyCognito) Data Management (Imanis Data Inc.) Industrial IoT (Altizon SystemsPrivate Ltd.) Fraud & Risk Mitigation (Emailage Corp.) Testing Automation (HeadspinInc. Tricentis GmbH) and Cloud Infrastructure (Cloudgenix Moogsoft). In addition todirect investments in emerging startups Wipro Ventures had invested in fourenterprise-focused venture funds: TLV Partners WorkBench Ventures Glilot CapitalPartners and Boldstart Ventures. During the year ended March 31 2019 one of ourportfolio companies Demisto was acquired.
Management Discussion and Analysis Report
In terms of Regulation 34 of the Listing Regulations and SEBI circularSEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 6 2017 your Company has adopted salientfeatures of Integrated Reporting prescribed by the International Integrated ReportingCouncil (IIRC') as part of its Management Discussion and Analysis report ("MD&AReport"). The MD&A report capturing your Company's performanceindustry trends and other material changes with respect to your Company and itssubsidiaries wherever applicable are presented from pages 18 to 64 of this AnnualReport. The MD&A Report provides a consolidated perspective of economic social andenvironmental aspects material to its strategy and its ability to create and sustain valueto your Company's key stakeholders and includes aspects of reporting as required byRegulation 34 of the Listing Regulations on Business Responsibility Report. Statutorysection of Business Responsibility Report is provided from pages 346 to 352 of this AnnualReport.
Key Awards and Recognitions
Your Company is one of the most admired and recognized companies in theIT industry. Your Company won several awards and accolades out of which key recognitionsare given below:
1. Wipro was ranked as the third fastest growing global IT Servicesbrand in 2019 in a study conducted by Brand Finance the world's leading brandvaluation firm.
2. Wipro received Quality Global Supplier' award from innogySE.
3. Wipro was rated a Leader in Digital Transformation in ITSMA Report.
4. Wipro has been recognized as a Leader in Digital Process Automationby Independent Research Firm.
5. Wipro was included in the Dow Jones Sustainability Index (DJSI) World and Emerging Markets for the 9th time in succession.
6. Wipro has been cited as a Leader in Everest Group's DigitalWorkplace Services PEAK Matrix assessment.
7. Wipro's Intellectual Property Portfolio was Recognized withNational IP Award and WIPO Enterprise IP Trophy.
8. Wipro was cited as a Leader in Gartner's Magic Quadrant forData Center Outsourcing and Hybrid Infrastructure Managed Services North America.
9. Wipro has been recognized for second successive year in the"Leadership" category for corporate governance practices on the basis of theIndian Corporate Governance Scorecard which is a framework developed jointly byInternational Finance Corporation a member of the World Bank group BSE Limited andInstitutional Investor Advisory Services based on globally accepted G20/OECD principles.
Further details of awards and accolades won by your Company areprovided at page 11 of this Annual Report.
III. Governance and Ethics Corporate Governance
Your Company believes in adopting best practices of corporategovernance. Corporate governance principles are enshrined in the Spirit of Wipro whichform the core values of Wipro. These guiding principles are also articulated through theCompany's code of business conduct Corporate Governance Guidelines charter ofvarious sub-committees and disclosure policy.
As per Regulation 34 of the Listing Regulations a separate section oncorporate governance practices followed by your Company together with a certificate fromV. Sreedharan & Associates Practising Company Secretaries on compliance withcorporate governance norms under the Listing Regulations is provided in page 115 of thisAnnual Report.
Board of Directors
Board Composition and Independence
Your Company's Board consists of global leaders and visionarieswho provide strategic direction and guidance to the organization. As on March 31 2019the Board comprised of three Executive Directors and eight Non-Executive IndependentDirectors.
Definition of Independence' of Directors is derived fromRegulation 16 of the Listing Regulations the NYSE Listed Company Manual and Section149(6) of the Companies Act 2013. The Company has received necessary declarations underSection 149(7) of the Companies Act 2013 from the Independent Directors stating thatthey meet the prescribed criteria for independence. The Board of Directors afterundertaking assessment and on evaluation of the relationships disclosed considered thefollowing Non-Executive Directors as Independent Directors: a) Mr. N Vaghul b) Dr. Ashok SGanguly c) Mr. M K Sharma d) Mrs. Ireena Vittal e) Mr. William Arthur Owens f) Dr. PatrickJ Ennis g) Mr. Patrick Dupuis h) Mrs. Arundhati Bhattacharya All Independent Directorshave affirmed compliance to the code of conduct for independent directors as prescribed inSchedule IV of the Companies Act 2013.
Number of Meetings of the Board
The Board met five times during the financial year 2018-19 on April24-25 2018 June 8 2018 July 19-20 2018 October 23-24 2018 and January 17-18 2019.The maximum interval between any two meetings did not exceed 120 days.
Directors and Key Managerial Personnel
At the 72nd Annual General Meeting (AGM) held on July 19 2018 Mrs.Ireena Vittal was re-appointed as an Independent Director for a second term with effectfrom October 1 2018 to September 30 2023.
Pursuant to the recommendation of Board Governance Nomination andCompensation Committee and subject to approval of the Members of the Company the Boardat its meeting held on October 24 2018 approved appointment of Mrs. ArundhatiBhattacharya as Additional Director designated as Independent Director of the Company fora term of 5 years from January 1 2019 to December 31 2023. Further the shareholders ofthe Company approved the aforesaid appointment vide resolution passed by way of postalballot/e-voting dated June 1 2019. Pursuant to the provisions of Section 152 of theCompanies Act 2013 and Articles of Association of the Company Mr. Abidali Z Neemuchwalawill retire by rotation at the 73rd AGM and being eligible has offered himself for re-appointment.The Board of Directors of the Company at their meeting held on June 6 2019 approved thefollowing subject to approval of the Members:
1. Appointment of Mr. Azim H Premji as Non-Executive Director for aperiod of 5 years with effect from July 31 2019 to July 30 2024 and conferred him withthe title of Founder Chairman of the Company. Mr. Azim H Premji will retire fromhis current position as Executive Chairman and Managing Director effective July 30 2019.
2. Re-appointment of Mr. Rishad A Premji as Whole Time Director for aperiod of 5 years with effect from July 31 2019 to July 30 2024 (designated as ExecutiveChairman by the Board of Directors of the Company).
As and when the amendments to Regulation 17(1B) of the ListingRegulations requiring appointment of Non-Executive Chairman by listed entities come intoeffect Mr. Rishad A Premji will cease to perform any executive roles in the Company andcontinue in the capacity of Non-Executive Director (designated as "Non-ExecutiveChairman" by the Board of Directors) of the Company such that the Company remainscompliant with the Listing Regulations in force at all times.
3. Designated and appointed Mr. Abidali Z Neemuchwala as ManagingDirector of the Company with effect from July 31 2019 till the end of his current termin addition to his existing position as Chief Executive Officer of the Company.
Committees of the Board
The Company's Board has the following committees:
1. Audit Risk and Compliance Committee which also acts as RiskManagement Committee.
2. Board Governance Nomination and Compensation Committee which alsoacts as Corporate Social Responsibility Committee.
3. Strategy Committee.
4. Administrative and Shareholders/Investors Grievance Committee(Stakeholders' Relationship Committee).
Details of terms of reference of the Committees Committee membershipand attendance of Directors at meetings of the Committees are provided in the CorporateGovernance report from pages 122 to 125 of this Annual Report.
In line with the Corporate Governance Guidelines of your CompanyAnnual Performance Evaluation was conducted for all Board Members for the Board and itsCommittees. This evaluation was led by the Chairman of the Board Governance Nominationand Compensation Committee with specific focus on performance and effective functioning ofthe Board. The Board evaluation framework has been designed in compliance with therequirements under the Companies Act 2013 and the Listing Regulations and in accordancewith the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Boardevaluation was conducted through questionnaire designed with qualitative parameters andfeedback based on ratings. Evaluation of the Board was based on criteria such ascomposition and role of the Board Board communication and relationships functioning ofBoard Committees review of performance of Executive Directors succession planningstrategic planning etc.
Evaluation of Committees was based on criteria such as adequateindependence of each Committee frequency of meetings and time allocated for discussionsat meetings functioning of Board Committees and effectiveness of itsadvice/recommendation to the Board etc.
Evaluation of Directors was based on criteria such as participation andcontribution in Board and Committee meetings representation of shareholder interest andenhancing shareholder value experience and expertise to provide feedback and guidance totop management on business strategy governance risk and understanding of theorganization's strategy etc. The outcome of the Board evaluation for financial year2018-19 was discussed by the Board Governance Nomination and Compensation Committee andthe Board at their meeting held in April 2019. The Board has received highest ratings onBoard communication and relationships functioning of Board Committees and legal andfinancial duties. The Board noted the actions taken in improving Board effectiveness basedon feedback given in the previous year. Further the Board also noted areas requiring morefocus in the future which include spending more time on trends long-term threats andopportunities.
Policy on Director's Appointment and Remuneration
The Board Governance Nomination & Compensation Committee hasframed a policy for selection and appointment of Directors including determiningqualifications and independence of a Director Key Managerial Personnel (KMP) seniormanagement personnel and their remuneration as part of its charter and other mattersprovided under Section 178(3) of the Companies Act 2013. Pursuant to Section 134(3) ofthe Companies Act 2013 the nomination and remuneration policy of the Company which laysdown the criteria for determining qualifications competencies positive attributes andindependence for appointment of Directors and policies of the Company relating toremuneration of Directors KMP and other employees is available on the Company'swebsite at https://www.wipro.com/content/dam/nexus/en/investor/corporate-governance/policies-and-guidelines/ethical-guidelines/wipro-limited-remuneration-policy.pdf.We affirm that the remuneration paid to Directors is in accordance with the remunerationpolicy of the Company.
Your Company has put in place an Enterprise Risk Management (ERM)framework and adopted an enterprise risk management policy based on globally recognizedstandards. 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 businessobjectives through risk-intelligent assessment apart from placing significant focus onconstantly identifying and mitigating risks within the business. The ERM Framework coversvarious categories of risks including inter alia information security and cyber securityrisks effectiveness of the controls that have been implemented to prevent such risks andcontinuous improvement of the systems and processes to mitigate such risks.
For more details on the Company's risk management frameworkplease refer page 27 of this Annual Report.
Compliance Management Framework
The Board has approved a Global Statutory Compliance Policy providingguidance on broad categories of applicable laws and process for monitoring compliance. Infurtherance to this your Company has instituted an online compliance management systemwithin the organization to monitor compliances and provide update to senior management andBoard on a periodic basis. The Audit Risk and Compliance Committee and the Boardperiodically monitor status of compliances with applicable laws.
Code for Prevention of Insider Trading
On December 31 2018 Securities and Exchange Board of India amendedthe Prohibition of Insider Trading Regulations 2015 prescribing various new requirementswith effect from April 1 2019. In line with the amendments your Company has adopted anamended Code of Conduct to regulate monitor and report trading by Designated Persons andtheir Immediate Relatives under the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015. This Code of Conduct also includes code of practicesand procedures for fair disclosure of unpublished price sensitive information which hasbeen made available on the Company's website athttps://www.wipro.com/corporate-governance.
Your Company has adopted an Ombuds process as a channel for receivingand redressing complaints from employees and Directors as per the provisions of Section177(9) and (10) of the Companies Act 2013 and Regulation 22 of the Listing Regulations.The Ombuds policy of the Company was amended to align with the requirements underRegulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015. Under this policy your Company encourages its employees to report anyreporting of fraudulent financial or other information to the stakeholders and anyconduct that results in violation of the Company's code of business conduct to themanagement (on an anonymous basis if employees so desire). Further your Company hasprohibited discrimination retaliation or harassment of any kind against any employees whoreport under the Vigil Mechanism or participates in the investigation.
Awareness of policies is created by sending group mailers highlightingactions taken by the Company against the errant employees. Mechanism followed under Ombudsprocess has been displayed on the Company's intranet and website at www.wipro.com.
The Audit Risk and Compliance Committee periodically reviews thefunctioning of this mechanism. No personnel of the Company was denied access to the AuditRisk & Compliance Committee.
Information Required under Sexual Harassment of Women at Work place(Prevention Prohibition and Redressal) Act 2013
Your Company has constituted Internal Complaints Committee as per theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and also has a policy and framework for employees to report sexual harassment cases atworkplace and its process ensures complete anonymity and confidentiality of information.Adequate workshops and awareness programmes against sexual harassment are conducted acrossthe organization. Details of complaints received/disposed during the financial year2018-19 is provided on page 126 of this Annual Report.
Related Party Transactions
Your Company has historically adopted the practice of undertakingrelated party transactions only in the ordinary and normal course of business and atarm's length as part of its philosophy of adhering to highest ethical standardstransparency and accountability. In line with the provisions of the Companies Act 2013and the Listing Regulations the Board has approved a policy on related partytransactions. An abridged policy on related party transactions has been placed on theCompany's website https://www.wipro.com/corporate-governance.
All related party transactions are placed on a quarterly basis beforethe Audit Risk and Compliance Committee and before the Board for approval. Prior omnibusapproval of the Audit Risk and Compliance Committee and the Board is obtained for thetransactions which are foreseeable and of a repetitive nature.
The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) and applicable rules of the Companies Act 2013 in FormAOC-2 is provided as Annexure I to this Annual Report.
Pursuant to Regulation 23(9) of the Listing Regulations your Companyhas filed half yearly report on Related Party Transactions with the Stock Exchanges forthe year ended March 31 2019.
Directors' Responsibility Statement
Your Directors hereby confirm that:
(a) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
(b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; (c) theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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; (e) theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating effectively; and (f) asrequired under Section 134(5)(f) of the Companies Act 2013 and according to theinformation and explanations presented to us based on the review done by the Audit Riskand Compliance Committee and as recommended by it we the Board hereby state thatadequate systems and processes commensurate with the size of the Company and the natureof its business have been put in place by the Company to ensure compliance with theprovisions of all applicable laws as per the Company's Global Statutory CompliancePolicy and that such systems and processes are operating effectively.
Wipro Employee Stock Option Plans (WESOP)/Restricted Stock Unit Plans
Your Company has instituted various employee stock optionsplans/restricted stock unit plans from time to time to motivate incentivize and rewardemployees. The Board Governance Nomination and Compensation Committee administers theseplans. The stock option plans are in compliance with Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 ("Employee BenefitsRegulations") and there have been no material changes to these plans during thefinancial year. Disclosures on various plans details of options granted shares allottedupon exercise etc. as required under the Employee Benefits Regulations read withSecurities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June16 2015 are available on the Company's website at https://www.wipro.com/investors/annual-reports/. No employee was issued stock options during the year equal to orexceeding 1% of the issued capital of the Company at the time of grant.
Particulars of Employees
I nformation required pursuant to Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure II to this report. A statement containinginter alia the names of top ten employees in terms of remuneration drawn and everyemployee employed throughout the financial year and in receipt of remuneration of र 102lakhs or more and employees employed for part of the year and in receipt of remunerationof र 8.50 lakhs or more per month pursuant to Rule 5(2) the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as Annexure III to thisreport.
IV. Internal Financial Controls and Audit Internal Financial Controlsand their Adequacy
The Board of your Company has laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate andoperating effectively. Your Company has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.
At the 71st AGM held on July 19 2017 the Members of the Companyapproved the appointment of Deloitte Haskins & Sells LLP Chartered Accountants(Registration No. 117366W/W-100018) as statutory auditors of the Company for a term of 5years from the financial year 2017-18 onwards on such terms and conditions andremuneration as may be decided by the Audit Risk and Compliance Committee. AccordinglyDeloitte Haskins & Sells LLP will continue as statutory auditors of the Company tillthe financial year 2021- 22.
Vide notification dated May 7 2018 issued by Ministry of CorporateAffairs the requirement of seeking ratification of appointment of statutory auditors bymembers at each AGM has been done away with. Accordingly no such item has been consideredin notice of the 73rd AGM.
There are no qualifications reservations or adverse remarks made byDeloitte Haskins & Sells LLP Statutory Auditors in their report for the financialyear ended March 31 2019.
Pursuant to provisions of Section 143(12) of the Companies Act 2013the Statutory Auditors have not reported any incident of fraud to the Audit Risk andCompliance Committee during the year under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. V Sreedharan Partner V Sreedharan & AssociatesPracticing Company Secretaries to conduct Secretarial Audit of the Company. The Report ofthe Secretarial Audit in Form MR-3 for the financial year ended March 31 2019 is enclosedas Annexure IV to this report. There are no qualifications reservations or adverseremarks made by the Secretarial Auditor in his report.
Cost Records and Audit
Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 are not applicable forthe business activities carried out by the Company.
V. Social Responsibility and Sustainability Corporate SocialResponsibility
Your Company is at the forefront of Corporate Social Responsibility(CSR) and sustainability initiatives and practices. Your Company believes in makinglasting impact towards creating a just equitable humane and sustainable society. YourCompany has been involved with social initiatives for more than a decade and half andengages in various activities in the field of education primary healthcare andcommunities ecology and environment etc. Your Company has won several awards andaccolades for its CSR and sustainability efforts. As per the provisions of the CompaniesAct 2013 companies having net worth of र 500 crores or more or turnover of र 1000crores or more or net profit of र 5 crores or more during the immediately precedingfinancial 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 bean independent director and such company shall spend at least 2% of the average netprofits of the company's three immediately preceding financial years towards CSRactivities. Accordingly your Company spent र 1853 million towards CSR activitiesduring the financial year 2018-19. The contents of the CSR policy and CSR Report for theyear 2018-19 is attached as Annexure V to this report. Contents of the CSR policy are alsoavailable on the Company's website at https://www.wipro.com/corporate-governance.
The terms of reference of CSR Committee framed in accordance withSection 135 of the Companies Act 2013 forms part of Board Governance Nomination andCompensation Committee. The Committee consists of three independent directors Dr. Ashok SGanguly Mr. N Vaghul and Mr. William Arthur Owens as its members. Dr. Ashok SGanguly is the Chairman of the Committee.
Particulars Regarding Conservation of Energy and Research andDevelopment and Technology Absorption
Details of steps taken by your Company to conserve energy through its"Sustainability" initiatives Research and Development and Technology Absorptionhave been disclosed as part of the MD&A Report.
VI. Other Disclosures
Foreign Exchange Earnings and Outgoings
During the year 2018-19 your Company's foreign exchange earningswere र 444584 million and foreign exchange outgoings were र 230362 million asagainst र 391807 million of foreign exchange earnings and र 207831 million offoreign exchange outgoings for the financial year 2017-18.
Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) extract of the annualreturn as on March 31 2019 in form MGT-9 is enclosed as Annexure VI to this report.Additionally your Company has also placed a copy of annual return for the financial year2017-18 on its website at https://www. wipro.com/investors/annual-reports/.
Material Changes and Commitments Affecting the Financial Position ofthe Company
There have been no material changes and commitments affecting thefinancial position of the Company which occurred between the end of the financial year towhich the financial statements relate and the date of this report.
Details of Significant and Material Orders Passed by theregulators/courts/tribunals Impacting the going concern status and the Company'soperations in future
There are no significant material orders passed by theregulators/courts/tribunals which would impact the going concern status of the Company andits future operations.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank its customersshareholders suppliers bankers business partners/ associates financial institutionsand Central and State Governments for their consistent support and encouragement to yourCompany. I am sure you will join our Directors in conveying our sincere appreciation toall employees of your Company and its subsidiaries and associates for their hard work andcommitment. Their dedication and competence has ensured that your Company continues to bea significant and leading player in the IT Services industry.
| ||For and on behalf of the Board of Directors |
|Bengaluru ||Azim H Premji |
|June 6 2019 ||Executive Chairman |