Wipro Annual Report 2013-14

1 Wipro Limited41 Dear Shareholders,On behalf of the Board of Directors, I am happy to present the 68th Report of the Board of Directors of your Company along with the Balance Sheet, Profit and Loss Account and Cash Flow Statement for the year ended March 31st, PerformanceKey aspects of consolidated financial performance for Wipro and its group companies and standalone financial results for Wipro Limited for the financial year 2013 -14 are tabulated below:(` in Mns) ConsolidatedStandalone 2013 -142012-132013-142012-13 Sales and Other Income453,457388,705403,684345,518 Profit before Tax101,14378,68896,08272,051 Provision for tax21,23416,86522,20815,549 Minority interest-438-322--Net profit for the year *79,47161,50173,87456,502 Appropriations Interim Dividend7,3474,9327,4044,932 Proposed Dividend on equity shares12,24812,31512,33212,315 Corporate tax on distributed dividend3,3532,8923,3532,892 Transfer to General Reserve7,3875,6507,3875,650 Balance Retained in Statement of Profit and Loss146,18797,051121,76978,371* profit for the standalone results is after considering loss of ` 2,607 million [ 2013 .]

2 ` (1,107)] relating to changes in fair value of forward contracts designated as hedges of net investment in non-integral foreign operations, translation of foreign currency borrowings and changes in fair value of related cross currency swaps together designated as hedges of net investment in non-integral foreign operations. In the Consolidated Accounts, these are considered as hedges of net investment in non-integral foreign operations and are recognized directly in shareholder s to Nasscom Strategic Review 2014, IT- BPM exports are estimated to cross USD 86 billion in FY 2014, growing at 13 per cent. The ability of the industry to suggest solutions that customers need, in addition to offer what they want has been a crucial factor in the rise. While US continues to be the largest geographic market for India, accounting for 62 percent, the highlight for the year was revival in demand from Europe, which grew at 14 per cent in FY 2014.

3 BFSI continues to be the largest vertical segment accounting 41 per cent of industry exports; however emerging verticals such as Retail, Healthcare and Utilities are estimated to grow Services is expected to grow at per cent in FY 2014, ER & D exports are estimated to grow by an estimated per cent in FY 2014 driven by domain specific solutions focusing on convergence customization, efficiencies and localization. BPM services growth could be at per cent in FY 2014 boosted by demand from selected customers reverting to Outsourcing Business Process, especially from the BFSI, Automotive and Retail sectors. Software Products growth of per cent due to increased demand for vertical- specific and SMAC- based solutions. With the advent of Cloud, the next big opportunity in India s 47 million SMBs who are able to rapidly bridging the technology adoption gap as they seek to accelerate growth, and increase to Sections 391 to 394 of the Companies Act, 1956, and approval by the Honorable High Court of Karnataka of the Scheme of Arrangement, Wipro Energy IT Services India Pvt Limited and Wipro Technology Services Limited, the two subsidiary companies merged with Wipro Limited and the merger is effective on April 9, 2014 with effect from Appointed date of April 1, CompaniesThe Ministry of Corporate Affairs, Government of India, has granted a general exemption under section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary.

4 In compliance with the exemption granted, we have presented in pages 180 to 181summary financial information for each detailed financial statements and audit reports of each of the subsidiaries are available for inspection at the registered office of the Company during office hours between 11 am to 1 pm and upon written request from a shareholder, your Company will arrange to send the financial statements of subsidiary companies to the said REPORT42 Annual Report 2013 -14 Consolidated ResultsOur Sales for the current year grew by 17 % to ` 453,457 million and our Profit for the year was ` 79,471 million, recording an increase of 29 % over the previous Directors recommend a final Dividend of 250% (` 5/- per equity share of face value ` 2/- each) to be appropriated from the profits of the year 2013 -14, subject to the approval of the shareholders at the ensuing Annual General Meeting.

5 The Dividend will be paid in compliance with applicable the year 2013 -14, unclaimed dividend pertaining to interim dividend of 2006-07 of ` 63,83,635/- was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, DividendPursuant to the approval of Board of Directors on January 17, 2014, your Company had distributed an interim dividend of ` 3/- per share, of face value of ` 2/- each, to shareholders, who were on the Register of Members of the Company as at closing hours of January 23, 2014, being the record date fixed by the Board of Directors for this in direct subsidiariesDuring the year under review, your Company had invested an aggregate of USD 114 Mn as equity in its direct subsidiaries. Apart from this, your Company had funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other and Development Requirement under Rule 2 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Technical Absorption and Research and Development in Form B is given in Page 43 of the Annual Report , to the extent Governance & Corporate Social ResponsibilityYour Company believes that Corporate Governance is the basis of stakeholder satisfaction.

6 Your Company s governance practices are described separately in Pages 54 to 83 of this Annual Report . Your Company has obtained a certification from V. Sreedharan & Associates, Company Secretaries on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. This certificate is given in Page a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs, Government of India has incorporated certain provisions in the Companies Act, 2013 . The Ministry of Corporate Affairs has also issued National Voluntary Guidelines for the Social, Environmental and Economic Responsibilities of Business 2011 for adoption by companies. The Guidelines broadly outline governance based on Ethics, Transparency and Accountability, Goods and Services that contribute to sustainability, promote well being of employees, respect the interest of disadvantaged, vulnerable and marginalized groups of stakeholders, promotion of Human Rights, protect and restore environment, supporting inclusive growth and equitable development and provide value to our Social Responsibility initiatives are provided in the Business Responsibility Report Pages 84 to particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employee) Rules, 1975 as amended is reported in Pages 45 to 50 provided as annexure A to this Employee Stock Option Plans (WESOP)

7 / Restricted Stock Unit PlansSummary information on stock options program of the Company is provided as Annexure B of this Report . The information is being provided in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended. No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of Exchange Earnings and OutgoingsDuring the year, your Company has earned Foreign Exchange of ` 344,688 million and the outgoings in Foreign Exchange were ` 147,897 million, including outgoings on materials imported and of EnergyThe Company has taken several steps to conserve energy through its Sustainability initiatives as disclosed separately as part of this Annual Report . The information on Conservation of Energy as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on Conservation of Energy is not applicable to the business segments which we operate.

8 However, as part of Business Responsibility Report in Pages 84 to 106, we had given details of steps taken in the area of Energy Conservation and other Sustainability : Appointment / Re-appointment Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on July 23, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the annexure to the Notice convening the Annual General 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 Wipro Limited43 Acquisition of Shares and Takeover) Regulations, 1997 include the following, in addition to other companies that may be forming part of the group of the shareholderNo. ofShares as on March 31, 20141 Azim Hasham Premji93,405,1002 Yasmeen A.

9 Premji1,062,6663 Rishad Azim Premji686,6664 Tariq Azim Premji265,0005 Napean Trading and Investment Company Pvt. ,6666 Vidya Investment and Trading Company Pvt. ,6667 Regal Investments and Trading Company Pvt. ,6668 Azim Premji Foundation (I) Pvt. ,843,3339Mr Azim Hasham Premji Partner Representing Prazim Traders452,906,79110Mr Azim Hasham Premji Partner Representing Zash Traders451,619,79011Mr Azim Hasham Premji Partner Representing Hasham Traders370,956,00012 Azim Premji Trust (Held By Trustees of The Trust)429,714,12013 Azim Premji Trustee Company Private LimitedNIL14 Azim Premji Foundation For DevelopmentNIL15 Azim Premji FoundationNIL16 Azim Premji Trust Services Private LimitedNil17 Azim Premji Safe Deposit Private LimitedNil18 Wipro Enterprises Limited (formerly known as Azim Premji Custodial Services Limited)Nil Total1,812,022,464 Management s Discussion and Analysis ReportThe Management s Discussion and Analysis on Company s performance industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented from Pages 24 to 40 of this Annual of Statutory AuditorThe auditors, M/s.

10 BSR & Co LLP (Regd. No. 101248W) Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent Audit ReportThe Cost Audit Report for the year ended March 31, 2013 was due on September 30, 2013 and was filed by M/s PSV and Associates, the Cost Auditor, on September 30, PSV and Associates has been appointed as Cost Auditor for the financial year ended March 31, 2014, for the Cost Audit, if applicable for the year. Fixed DepositsYour Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet Initiatives in Corporate GovernanceIn line with the changes in law permitting companies to send electronic copies of Annual Report , notices, quarterly results, intimation about dividend etc.