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HISTORY OF COMPANY

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Wipro Ltd., the flagship company of the Azim H Premji group was incorporated in the year 1945. The company
started off originally as a manufacturer of vegetable ghee/vanaspati, refined edible oils etc. Gradually the company
has diversified into various other businesses.
Today Wipro Limited is the first PCMM Level 5 and SEI CMM Level 5 certified IT Services Company globally. Wipro
provides comprehensive IT solutions and services, including systems integration, Information Systems outsourcing,
package implementation, software application development and maintenance, and research and development
services to corporations globally.
In the Indian market, Wipro is a leader in providing IT solutions and services for the corporate segment in India
offering system integration, network integration, software solutions and IT services. Wipro also has profitable
presence in niche market segments of consumer products and lighting. In the Asia Pacific and Middle East markets,
Wipro provides IT solutions and services for global corporations.
Wipro's ADSs are listed on the New York Stock Exchange, and its equity shares are listed in India on the Stock
Exchange – Mumbai, and the National Stock Exchange, among others.
Wipro is the leading strategic IT partner for companies across India, the Middle East and Asia–Pacific – offering
integrated IT solutions. They plan, deploy, sustain and maintain your IT lifecycle through their total outsourcing,
consulting services, business solutions and professional services. Wipro InfoTech helps you drive momentum in your
organisation – no matter what domain you are in.
Backed by their strong quality processes and rich experience managing global clients across various business
verticals, they align IT strategies to your business goals. Along with their best of breed technology partners, Wipro
InfoTech also helps you with your hardware and IT infrastructure needs.
The various accreditations that they have achieved for every service they offer reflect their commitment towards
quality assurance. Wipro InfoTech was the first global software company to achieve Level 5 SEI–CMM, the world's
first IT Company to achieve Six Sigma, as well as the world's first company to attain Level 5 PCMM.
Their continuing success in executing projects is a result of their stringent implementation of quality processes.
Deploying quality frameworks to align with your business will give you the benefit of a smooth and transparent
transition while providing complete IT lifecycle management. Reliability and perfection are a result of their adherence
to these quality benchmarks and this has been their key differentiator, while helping drive the business momentum.
The company’s experience and expertise are measured against globally recognized standards to ensure their
commitment in delivering competitive solutions to their customers. Wipro InfoTech epitomises quality by maintaining
high standards in service offerings and products, as well as internal processes and people management. They
believe in constantly scaling quality standards by expanding our efficiency in all areas beyond their basic IT offerings.
Different people perceive innovation in various ways. At Wipro InfoTech, their innovative thinking helps them adopt
newer business lines and offerings based on your business expectations. They have adapted to the changes brought
about by technology and business and this has helped us improve customer experience through service delivery and
process optimisation.
In 2013, the company decided to shut down its hardware manufacturing business because it offers no competitive
advantage. It would no longer build Wipro–branded desktops, laptops, and servers, including the SuperGenuis line of
PCs and NetPower servers. It would now look to beef up its footprint as a systems integrator and increase its focus
on IT services.
Different divisions of the company:
Wipro Technologies – Wipro Technologies is the global IT services business division of Wipro Limited. With over 20
offices around the world, Wipro Technologies is the No.1 provider of integrated business, technology and process
solutions on a global delivery platform.
Wipro Infotech– Wipro Infotech is the leading strategic IT partner for companies across India, the Middle East and
Asia–Pacific – offering integrated IT solutions. We plan, deploy, sustain and maintain your IT lifecycle through our
total outsourcing, consulting services, business solutions and professional services.

Wipro GE is India’s largest exporter of medical systems.Wipro Consumer Care and Lighting– Wipro Consumer Care and Lighting. has a profitable presence in the branded retail market of toilet soaps. and intends growing its business to serve the global manufacturing requirements of Hydraulic Cylinders and Truck Tippers. baby care products and lighting products. . pharma and retail. the Wipro Infrastructure Engineering business unit has become a leader in the Hydraulic Cylinders and Truck Tipping Systems markets in India. with unmatched distribution and service reach in South Asia. Wipro GE pioneered the manufacture of Ultrasound and Computed Tomography systems in India and is a supplier for all GE Medical Systems products and services in South Asia. Over the past 25 years. it caters to customer and patient needs with a commitment to uncompromising quality. hair care soaps. Mainstream:  Wipro Desktop WSG53255  Wipro Desktop WSG37555  Wipro Desktop WSG15C55  Wipro Desktop WSG15D55  Wipro Desktop WSG41155. a business unit of Wipro Limited. Wipro GE Medical Systems – Wipro GE Medical Systems is a joint venture between Wipro and General Electric Company. which addressed the hydraulic equipment requirements of mobile original equipment manufacturers in India.(it decided to shut its hardware business in 2013)  Wipro Personal Computing Products  Enterprise Products  Software Products and Licences Wipro Personal Computing Products:– DesktopsEntry Level:  Wipro Desktop WSG37205  Wipro Desktop WSG37555  Wipro Desktop WSG15C55  Wipro Desktop WSG15D55  Wipro Desktop WSG41155. As a part of GE Medical Systems South Asia. Products and services offered by the company: Wipro was having its presence across various verticals viz. Wipro Infrastructure Engineering – Wipro Infrastructure Engineering was Wipro Limited’s first diversification in 1975. It is also a leader in institutional lighting in specified segments like software.

Note Book:  Wipro 7B1610  Wipro EM4700  Wipro 7B1630  Wipro 7E1100  Wipro 7B1100  Wipro 7B3800  Wipro 7710P  Wipro 7B1650. .Performance:  Wipro Desktop WSG38105  Wipro Desktop WSG41155 Gaming PC :  Intel® Processor based  AMD Processor based Palm–Sized PC: Protos Desktop Wipro Green Computing:  Wipro Desktop WSG 15D55V  Wipro Desktop WSG 37555V. Server:  Entry level and dual servers  Performance Segment  Blade server  Enterprise class server.

Waxson with Skincare brands Bio–essence & Ginvera Wipro Tech joins Car Connectivity Consortium (CCC) to develop smartphone–based connected–car solutions Wipro Technologies. the global IT services business division of Wipro. the India and Middle East.  2010: Wipro Infotech –– the India.Supercomputing Services offered by the company:  System Integration  Managed Services  Total Outsourcing  Application Development and Portals  Business Transformation Services  Security Governance  Data Warehousing and Biz Intelligence  Availability Services Milestones  2012: Wipro – Australia–based MMG Selects Wipro as Strategic Partner Wipro – Wipro Acquires L. has jointly with Citrix Systems entered into an agreement with Microsoft.  2010: Wipro Technologies.AMD– performance & Enterprise classWipro LooKeys. Oracle joined hands to offer next gen Oracle Fusion HCM solution Wipro Infotech.K.D. IT Business of Wipro––has been awarded a 5– year IT outsourcing contract by Vasan Eye Care – one of India's largest network of eye care centers and a unit of Vasan Healthcare Group.  2011: Wipro has signed an agreement to acquire majority stake of Brazil based hydraulic cylinder manufacturer R. EQUIPAMENTOS HIDRAULICOS. Middle East and Africa.go aero range of ultraportable notebooks Wipro Wins NASSCOM Corporate Award for Excellence in Diversity and Inclusion 2012  2011: Inaugurated its first rural BPO at Manjakkudi village in Tamil Nadu to capitalize on literate talent pool available in the region.  2008: Launch of Wipro Egypt Development Center  2008: Launch of Wipro GSMC in Kuala Laumpur . IT Business unit of Wipro launched the e.M.

 2007: Wipro Arabia Joint Venture found  2006: Acquisition of 3D networks  2006: Launch of GSMC– Global Service Management Centre for remote service delivery  2004: Start of Total Outsourcing business  2002: Start of Consulting business unit  2001: Launch of Wipro Infotech Middle East & Asia–Pacific operations  1998: Mission Quality journey started with focus on Six Sigma  2000: Wipro Listed on NYSE  1998: Re–launch of Wipro branded PC  1995: Wipro–BT joint venture started  1995: Joint Venture with Acer started  1995: Partnership with Cisco announced  1995: Offshoring services started  1992: Launch of global R&D services  1990: Launch of global software services business  1988: Partnership with Sun Microsystems announced  1986: Manufacturing tie–up with Epson for printers  1986: Start of Wipro PC manufacturing (with India's first surface mounted technology)  1984: Start of Wipro Systems – focus on software products (Wipro branded as well as distribution business)  1981: Manufacture of mini computers started at the Mysore factory  1980: Birth of IT business under banner of Wipro Information Technology Ltd. focused on hardware manufacturing and R&D  1945: Manufacturing of edible oils Achievements/ recognition: .

On behalf of the Board of Directors.  India's first ever Microsoft Platinum Partner Award. Profit and Loss Account and Cash Flow Statement for the year ended March 31. pre sales & post sales  Partner of the Year award:––Over Drive Excellence of the Year award –Sales Champion of the Year award –Pre–Sales Champion of the Year award –Customer Champion of the Year award DIRECTORS REPORT 1.  Riverbed Partner of the year 2007 award.  SAP Pinnacle Award 2008.  Authorized EMC Signature Partner in South Asia.  Wipro wins FIVE awards from CISCO. Financial Performance . In 2014 Wipro Rated as a 'High Performer' in HfS Blueprint Report on Insurance BPO  Wipro Recognized as a Best in Class Outsourcing and Consulting Service Provider for 2014 by Consumer Goods Technology Readers  Best Websphere Partner Award.  National Partner of the Year 2007 Award from Microsoft.  Wipro 3D Networks once again emerged as the most formidable partner for Nortel in FY 2006 bagging all the highest awards in significant categories – Sales. 2.  Best TSG Partner of HP.  Golden Peacock Innovation Management Award 2007. I am happy to present the 69th Report of the Board of Directors of your Company along with the Balance Sheet.  Network Integrator of the Year 2008. 2015.  Best System Integrator award 2007–08.  Best Technology Partner for the Year. Dear Shareholders.

these are considered as hedges of net investment in non–integral foreign operations and are recognized directly in shareholders’ fund. 2015. According to Gartner: forecast: Enterprise IT Spending by Vertical Industry Market. mobile. a growth of 1. 3. 2013. 2. 22.98% over the previous year. Consolidated Financial Statements The Consolidated Financial Statements of the Company for the financial year ended March 31. are expected to have grown at a year–on–year rate of 12% in fiscial year 2015. 9. analytics and cloud based solutions. 4.com Further. 6. State of Affairs of the Company The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report at page no. which would represent growth of approximately 13% over fiscal year 2014. Q1 2015 Update. audited financial statements together with related information and other . are presented from pages 22 to 40 of this Annual Report.wipro. driven by greater demands for social. Revenues for fiscal year 2015 for the IT–BPM industry based in India is estimated to be US$146 billion. 2013–2019. 469.Key highlights of consolidated financial performance for Wipro and its group companies and standalone financial results for Wipro Limited for the financial year 2014–15 are tabulated below: profit for the standalone results is after considering a gain of Rs. prepared in accordance with Indian GAAP as well as IFRS forms part of this Annual Report. In accordance with third proviso to Section 136(1) of the Companies Act. 86. 390 Million (2014 :loss of Rs. In the Consolidated Accounts.8% over the previous year.12% to Rs.609 million. Worldwide. the Annual Report of your Company.510 million and our Profit for the year was Rs. Subsidiary Companies In accordance with Section 129(3) of the Companies Act.607 million) relating to changes in fair value of forward contracts designated as hedges of net investment in non–integral foreign operations. translation of foreign currency borrowings and changes in fair value of related cross currency swaps together designated as hedges of net investment in non–integral foreign operations. recording an increase of 8. including hardware. 208 of the Annual Report. Consolidated Results Our Sales for the current year grew by 8. 2013. Management’s Discussion and Analysis Report The Management’s Discussion and Analysis Report on Company’s performance – industry trends and other material changes with respect to the Company and its subsidiaries. Outlook According to the National Association of Software and Service Companies (NASSCOM) Strategic Review Report 2015. a statement containing salient features of the financial statements of the subsidiary companies in Form AOC1 is provided at page no. wherever applicable. 7. IT Export Revenues from India. 5. containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company at www. worldwide IT Services spending in 2014 was $948 billion.

a leading Canadian global utilities and logistics company. Apart from this. Based on the confirmation / disclosures received from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed. opensource. 12. Vyomesh Joshi 13. 2015. N Vaghul b) Mr. K.reports of each of the subsidiary companies. Ashok S Ganguly d) Dr. artificial intelligence. the following Non–Executive Directors are considered as Independent Directors:– a) Mr. 2014 and January 16. Investments in direct subsidiaries and minority stake During the year under review. on.127 Million as equity in its direct subsidiaries and in minority shareholding as part of its acquisition strategy. M. Board independence Definition of ‘Independence’ of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges. from time to time. Number of meetings of the Board The Board met four times in financial year 2014 viz. April 16–17. 2014. your Company entered into a strategic partnership and acquired a minority stake with Drivestream Inc. In August 2014. Your Company also makes strategic minority investments in companies that operate in high–end and niche technology areas including cloud. your Company had funded its subsidiaries. 2015. During the year ended March 31.wipro. through loans. 2014. 4. as per the fund requirements. the Company acquired ATCO I–Tek Inc. guarantees and other means to meet working capital requirements. which allows the Company to further strengthen its positions in these industries. certain additional investments were made in Opera Solutions LLC. New Jersey. your Company had invested an aggregate of Rs. 10. Ireena Vittal f ) Mr. October 22... have also been placed on the website of the Company at www. 11. July 24. 2013. William Arthur Owens g) Mr. advanced analytics and internet of things. NYSE Listed Company Manual and Section 149(6) of the Companies Act. a leading global big data science company headquartered in Jersey City. the provider of IT services to ATCO Group. The maximum interval between any two meetings did not exceed 120 days.com. Jagdish N Sheth e) Ms. Directors and Key Managerial Personnel: . In March 2015. Sharma c) Dr.. a leading Oracle cloud application systems integrator.

William Arthur Owens and Dr. CFO and Executive Director retired from the services of the Company on attaining his superannuation effective close of business hours of March 31.Mr. 2015. subject to the approval of the shareholders. Administrative and Shareholders/Investors Grievance Committee (Stakeholders’ Relationship Committee) . Suresh C Senapaty. Mr. Committees of the Board The Company’s Board has the following Committees: 1. Strategy Committee 4. 2014 and ceased to be directors of the Company. Dr. T K Kurien is the Chief Executive Officer and Executive Director. Ireena Vittal. did not desire for re–election at the last Annual General Meeting of the Company held on July 23. Mr. 2014. 2015 and Mr. Mr. for a specific tenure in accordance with Section 149 of the Companies Act. Your Directors place on record their sincere appreciation of the valuable contribution made by the aforesaid Directors and Company Secretary to the Company. Ms. Audit/Risk and Compliance Committee 2. 2015. M Sanaulla Khan was appointed as the Company Secretary of the Company with effect from June 3. Henning Kagermann resigned as Director of the Company with effect from June 30. Azim H Premji was reappointed by the Board of Directors. Mr. M K Sharma. During the year. Vyomesh Joshi. Mr. V Ramachandran. 2017. Nomination and Compensation Committee. Jatin P Dalal has been appointed as the Chief Financial Officer of the Company with effect from April 1. Mr. Mr. Jagdish N Sheth were appointed as Independent Directors. 2015 for a period of five years. Nomination and Compensation Committee. Nomination and Compensation Committee 3. 2015. Mr. subject to the approval of the shareholders. Pursuant to the recommendation of the Board Governance. 2014. 2013 and Clause 49 of the Listing Agreement. 14. 2015 to July 30. as the Executive Chairman and Managing Director of the Company (designated as “Executive Chairman”) on April 21. Mr. N Vaghul. Board Governance. At the last Annual General Meeting of the Company held on July 23. Mr. Rishad Azim Premji was appointed as Whole Time Director of the Company by the Board of Directors with effect from May 1. 2015 for a further period of two years with effect from July 31. Pursuant to the recommendation of the Board Governance. resigned as Company Secretary of the Company with effect from close of business hours of April 22. Azim H Premji is the Chairman and Managing Director (designated as “Chairman) of the Company and Mr. Dr. Ashok S Ganguly. Shyam Saran. B C Prabhakar and Mr.

(a) In the preparation of the annual accounts. 18. have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively (f ) As required under Section 134(5)(f) of the Companies Act. Bangalore who retire at the ensuing Annual General Meeting.101248W/W–100022) Chartered Accountants. Nomination & Compensation Committee framed a policy for selection and appointment of Directors including determining qualifications independence of a Director. 16. commensurate with the size of the Company and the nature of its business. 2013. 96 of the annual report. 17. if re–appointed. hereby. (d) The Directors have prepared the annual accounts on a going concern basis. 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. have confirmed their eligibility and willingness to accept office. based on the review done by the Audit/Risk and Compliance Committee and as recommended by it. Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act. Key Managerial Personnel. 15. Auditors’ report . Statutory Auditors The Company’s auditors M/s BSR and Co. (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. and (e) The Directors. (Regd. and according to the information and explanations presented to us. have been put in place by the Company. the Board of Directors. 94. LLP.The details of the membership and attendance of the meetings of the above Committees of the board are provided in the Corporate Governance report on page no. Directors’ responsibility Statement Your Directors hereby confirm that. state that adequate systems and processes. 2013. we. Remuneration Policy The Board Governance. the applicable accounting standards have been followed along with proper explanation relating to material departures. (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The proposal for their re–appointment is included in the notice for Annual General Meeting sent herewith. No. An extract of the policy covering these requirements is provided in the Corporate Governance report at page no.

guarantees or investments under Section 186 of the Companies Act 2013 is provided in page no. 5/– per share. of face value of Rs. investments outstanding during the financial year Disclosure on particulars relating to loans.There are no qualifications. subject to the approval of the shareholders at the ensuing Annual General Meeting. Particulars of loans. 2/– each to be appropriated from the profits of the Company for the year 2014–15. 163 to 168 as part of financial statements. 2015 would accordingly be Rs. 7 /– per equity share of Rs. 21. 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. 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. Particulars of loans. 24. 233 as part of financial statements. being the record date fixed by the Board of Directors for this purpose. 4. who were on the Register of Members of the Company as on closing hours of January 23. 63 of the Annual Report. as prescribed in Form AOC–2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act. reservations or adverse remarks made by M/s BSR & Co. advances and investments outstanding during the financial year under Clause 32 of the Listing Agreement is provided on page no.921. 2015. to shareholders. 2/– each.287/– was transferred to the Investor Education and . During the year 2014–15. Material changes and commitments affecting the financial position of the Company There have been no material changes and commitments. Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company’s operations in future There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations. LLP. 23. 22. 2015. advances. your Company had distributed an Interim Dividend of Rs. guarantees or investments under Section 186 of the Companies Act. The total dividend for the year ended March 31. 20. 2/– each. 19. 2013 is provided at page no. Statutory Auditors in their report for the Financial Year ended March 31. 12 /– per equity share of Rs. Pursuant to the approval of Board of Directors on January 16. Dividend Your Directors recommend a final Dividend of Rs. Particulars of contracts or arrangements with related parties referred to in sub–section (1) of Section 188 in the prescribed form The particulars of contracts or arrangements with related parties referred to in Section 188(1). unclaimed Dividend of Rs. 2013 Disclosure on particulars relating to Loans.

Consumer Goods and Banking domains. Particulars regarding Conservation of Energy Your Company has taken several steps to conserve energy through its “Sustainability” initiatives as disclosed separately as part of this Annual Report. rule based task automation. cognitive process automation. Your Company is building a Human Machine Interfaces (“HMI”) platform which would enable humans to converse with the system in natural language on the specific domains. intelligent robotics platforms. Cloud CLM. Particulars regarding Research and Development. PRESM etc. shaping innovation culture within the organization and Wipro’s startup and ecosystem connects. The solution was showcased at National Retail Federation–January 2015 at New York and was recognized as one of the top 5 Innovations by the Retail Week magazine. . 26. 2013 read with Companies (Accounts) Rules. SeviceNXT. myAdvisor provides next generation experiences by enabling Voice and Conversation based advice based on deep domain knowledge. unanticipated stock–outs and similar situations. predictive systems. co–innovating with customers. 106 to this Annual Report. Technology Absorption Your Company’s Research and Development (R&D) initiatives continue to focus on incubating and strengthening its portfolio of IT services across multiple new and emerging technology areas as well as in the intersection of these technologies. Wipro Sight. However. 2014 is not applicable to the business segments which your Company operates. knowledge virtualisation. Smart Devices. The Wipro ngGenie. 25. Some of the trademarks in these areas include Fixomatic. as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules. Human Machine Interfaces and Software Defined Everything). a comprehensive in–store analytics solution for the Retail and Consumer Good industry combines the power of human sight with the speed of computer vision. and enables processing and analysis of surveillance data to empower retailers with a near real–time situational awareness. Robotics & Machine Learning technologies that solve key business problems in Retail. Your Company has created solutions at the intersection of cutting edge technologies using Computer Vision. Your Company have also filed certain patents in these areas. enabling them to respond speedily to waiting customers. long queues. Your Company have also developed an open source Artificial Intelligence platform code named Wipro HOLMES.Protection Fund. The R&D and technology innovation agenda focuses on investing in developing solutions and services around defined Advanced Technology Themes (Next Gen Automation. holographic and haptic technologies to provide multi modal digital experience & feedback. Next Generation Architecture. Wipro Retail Sense helps enable virtual experiences with a compelling experience of touch & feel through next generation human computer interactions that combine virtual reality. as part of Business Responsibility Report on page no. This is a generic cognitive computing platform that enables development of AI applications such as digital virtual agents. 2001. AI and Cognitive Systems. robotics and drones. your Company had provided details of steps taken in the areas of Energy Conservation and other Sustainability Initiatives. API automation and basic tax engineering and automation. The information of Conservation of Energy as required under Section 134(3) (m) of the Companies Act. Your Company has invested significantly in next gen automation across IT and business process archetypes and have built IP assets in auto/self–healing process performance and governance automation. The platform also helps in generating multi–modal reactions to human emotions. visual computing applications. InsightiX. More than 400 people are engaged in R&D in these areas. building Wipro patent portfolio.

Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans Details of the shares issued under Employee Stock Option Plan (ESOP). Foreign Exchange Earnings and Outgoings . 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. 31. 2015 was Rs.660 Mn and Rs. 29.076.327 Mn towards CSR activities in fiscal 2015. No employee was issued Stock Option. 500 crore or more. and also the disclosures in compliance with Section 62 of the Companies Act. William Arthur Owens. N Vaghul and Mr. 4. 2. Your Company’s research and development expenses for the years ended March 31. 1000 crore or more or net profit of Rs. your Company spent Rs. 2014 and 2015 were Rs. Share Capital The paid up equity share capital of the Company as on March 31.The innovation incubation center. 27. 2013.086. 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules.wipro. during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.938. industry processes and consumer behavior. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors. 2013. 28. develop and create disruptive solutions that shape future of business at the intersection of technologies. the Company has not issued shares with differential voting rights and sweat equity shares. Nomination and Compensation Committee and these terms of reference are in accordance with Section 135 of the Companies Act. The contents of the CSR policy and initiatives taken by the Company on Corporate Social Responsibility during the year 2014–15 is attached as Annexure F to this Report and contents of the CSR policy is available on our website at www. 2014 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations. Accordingly. experiment. 30.com The terms of reference of the Corporate Social Responsibility (CSR) broadly comprises and forms part of Board Governance. During the year under review. Mr. The Technovation Center has evolved into a platform to ideate. 1999 are set out in the Annexure to this report. The Committee comprises of Dr. Ashok Ganguly.513 Mn respectively for our continuing operations. 2014 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock purchase Scheme) Guidelines. companies having net worth of Rs. Technovation Center continues to play a key role in helping customers design and conceptualise “change the business” portfolio by leveraging future of technologies. Corporate Social Responsibility As per the Companies Act. or turnover of Rs. 1. 2. Risk Management Policy Disclosure indicating development and implementation of a Risk Management Policy is provided in the Management Discussion and Analysis Report forming part of this Report.

This evaluation is led by the Chairman of the Board Governance. No individual in the Company has been denied access to the Audit/ Risk and Compliance Committee or its Chairman. Internal Control System and their adequacy Your Company has an Internal Control System commensurate with the size of the Company and nature of its business and the complexities of its operations. personal characteristics. accomplishment of specific responsibilities and expertise. 2011 include the following 33. annual performance evaluation of its own performance. Vigil Mechanism The Company has adopted an Ombuds process which is a channel for receiving and redressing of employees’ complaints.665 million and the outgoings in Foreign Exchange were Rs. 194. Group The names of the Promoters and entities comprising “group” (and their shareholding) as defined under the Competition Act 2002 for the purposes of Section 3(1)(e) (i) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations. as well as the evaluation of the working of its Committees of the Board. namely. Risk Assessment. if employees so desire). Mechanism followed under Ombudsmen process is appropriately communicated within the Company across all levels and has been displayed on Wipro’s intranet and on Wipro’s website at www. 367. peer evaluation of all Board members. This Framework provides five integrated components of internal controls. The evaluation of internal controls was carried out Enterprise Risk Management function of your Company.308 million.wipro. core competencies. 35. Control Environment. under this policy. The evaluation process also considers the time spent by each of the Board members.com . we have prohibited discrimination. 32. Your Company has adopted required COSO Framework (Committee of Sponsoring Organizations of the Treadway Commission) for evaluating internal controls. 34. based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring. to management (on an anonymous basis. Under this policy.During the year. Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board. 2013. Control Activity. we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders. retaliation or harassment of any kind against any employees who. assessed and tested under the COBIT framework. Board Evaluation Pursuant to the provisions of the Companies Act. Likewise. Information Technology controls were document. Information and Communication and Monitoring. Clause 49 of the Listing Agreement and in line with our corporate governance guidelines. any conduct that results in violation of the Company’s Code of Business Conduct. your Company has earned Foreign Exchange of Rs. reports that information or participates in the said investigation.

Business Responsibility Reporting As per Clause 55 of the Listing Agreement with the Stock Exchanges. employees employed for part of the year and in receipt of Rs. 5 lac or more per month. 40. Corporate Governance As per Clause 49 of the Listing Agreement with the Stock Exchanges. Company Secretaries on compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. reservations or adverse remarks made by Secretarial Auditor in his report. a separate section on corporate governance practices followed by your Company. . pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel) Rules. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 31. Particulars of Employees The information required pursuant to Section 197 (12) of the Companies Act. 2014 Please refer page no. 37. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. A statement containing names of employees employed throughout the financial year and in receipt of remuneration of Rs. 38. the Company has appointed Mr. Deposits The Company has not accepted any deposits from public and as such. 60 lacs or more. 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. a separate section on Business Responsibility Reporting forms an integral part of this Report.The Audit/Risk and Compliance Committee periodically reviews the functioning of this mechanism. Information required under sexual harassment of women at workplace (prevention. This meets the requirement under Section 177(9) and (10) of the Companies Act. 2014 is provided as Annexure H1 to this Report. No personnel of the Company were denied access to the Audit/Risk & Compliance Committee. 2013 and Clause 49 of the Listing Agreement. Sreedharan & Associates. 105. 36. There are no qualifications. This certificate is given in Page no. 2014. Partner. V Sreedharan. M/s V Sreedharan & Associates. together with a certificate from V. 2015 is annexed as Annexure G to the Report. no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. 39. 108 of the Business Responsibility Report. 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 41. prohibition & redressal) Act. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act. 2014 is provided as Annexure H2 to this Report.

bankers. business partners/associates. 43. . 2015 as provided under sub–section (3) of Section 92 in the Form MGT 9 is enclosed at page no. suppliers. Green Initiatives Electronic copies ofthe Annual Report 2014–15 and Notice of the 69th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participant(s). This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules.42. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the IT Services industry. physical copies of the Annual Report 2014–15 and the Notice of the 69th Annual General Meeting under Section 101 of the Companies Act. Members requiring physical copies can send a request to the Company. Acknowledgements and Appreciation Your Directors take this opportunity to thank the customers. shareholders. 44. 2015. Extract of Annual Return The extract of the Annual Return of your Company as on March 31. Your Company provides e–voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. 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. financial institutions and Central and State Governments for their consistent support and encouragement to the Company. 2013 are sent in the permitted mode. For members who have not registered their email addresses. 48 as a part of the Directors’ Report.