ANNUAL REPORT OF WIPRO 2012-13 PDF

INSIDE 2 4 8 10 12 14 16 22 24 41 55 85 Certain statements in this annual report concerning our future growth prospects are. forward-looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission and our reports. Wipro Annual Report 13 – Ebook download as PDF File .pdf), Text File .txt) or read book online. Annual report wipro.

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The standalone and consolidated financial statements for the financial year ended March 31,forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards Ind AS as notified by the Ministry of Corporate Affairs.

On a consolidated basis, our sales declined to Rs. Our net profits declined to Rs. On a standalone basis, our sales declined to Rs. Key highlights of financial performance of your Company for the financial year are provided below: Total comprehensive income for the period attributable to: Corporate tax on dividend distribution. In the consolidated financial statements, these are considered as hedges of net investment in non-integral foreign operations.

The policy details various considerations based on which the Board may recommend or declare dividend, current dividend track record, usage of retained earnings for corporate actions, etc.

Pursuant to the approval of the Board of Directors on January 19,your Company paid an interim dividend of Rs. The Reprt did not recommend a final dividend and therefore total dividend for the year ended March 31, will be Rs. Issue of Bonus Equity Shares.

The Board of Directors at their meeting held on April 25,recommended issue of bonus equity shares, in the proportion of 1: Buyback of Equity Shares. The buyback was made from all existing shareholders of the Company as on September 15,being the record date for the purpose, on a proportionate basis under the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India Buy Back of Securities Regulations, and the Companies Act, and rules made there under.

Appropriations to general reserve for the financial year ended March 31, as per standalone and consolidated financial statements are as under: Balance of Reserve at the end of the year. In accordance with Section 3 of the Companies Act,a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided from pages to of this Annual Report.

The statement also provides details of performance and financial position of each of the subsidiaries. In accordance with fourth proviso to Section 1 of the Companies Act,the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at wipro.

Further, audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at wipro. During the financial yearyour Company invested an aggregate of Rs.

Apart from this, your Company funded its subsidiaries, wi;ro time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements.

During the yearthe Company allotted 35,59, equity shares and transferred 43,51, equity shares of Rs. Also, the Company extinguished 34,37,50, equity shares consequent to buyback in December Consequently, the paid-up equity share capital of the Company as at March 31, stood at Rs. During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares. During the yearunclaimed Dividend for financial year rfport of Rs.

During the year1. Particulars of Loans, Advances, Guarantees and Investments. Pursuant to Section of Companies Act, and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. Your Company harnesses the power of Cognitive Computing, Hyper-Automation, Robotics, Cloud, Analytics and Emerging Technologies repirt help its clients adapt to the digital world and make them successful. Your Company is recognized globally for its comprehensive portfolio of services, strong commitment to sustainability and good corporate citizenship and your Company has overdedicated employees serving clients across six continents.

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Together, your Company discovers ideas and connects the dots to eeport a better and a bold new future. Rdport Company develops and integrates innovative solutions that enable its clients to rreport IT to achieve their business objectives at competitive costs. Wipro is recognized globally wjpro its comprehensive portfolio of services, and a strong commitment to sustainability and corporate citizenship.

On the wippro front, Digital business has changed the nature of demand for IT services. These trends on newer business models, emerging technologies and sourcing patterns provide Wipro with significant growth opportunities. These products ahnual computing, platforms and storage, networking solutions, enterprise information security and software products, including databases and operating systems.

Your Company has a diverse range of clients, primarily in annula India and Middle East markets from small and medium enterprises to large enterprises in all major industries. Annuql Company continues to focus on being a system integrator of choice where it provides IT products as a complement to its IT services offerings rather than sell standalone IT products.

Acquisitions, Investments and Divestments. Your Annua focuses on opportunities where it can further develop its domain expertise, specific skill sets and its global delivery model to maximize service and product enhancements and higher margins.

Acquisitions consummated during the year ended March 31, included Infoserver S. With this acquisition, your Company and Info server S. Your Company also made minority investments in Denim Group, Ltd. Also, during the year ended March 31,your Company has increased its ownership in Drive stream Inc.

This divestment will help us focus on accelerating investments in the wipdo space. At the same time, your Company remains committed to serving its hosted data center customers and the market through its business partnership with Ensono.

The sale is expected to close during the quarter ending June 30, Further, we have entered into an agreement with Ensono to acquire Ensono has a right to repurchase up to an aggregate of 5. Merger of Wholly Wiro Subsidiaries. The scheme of amalgamation is subject to necessary statutory and regulatory approvals under applicable laws, including approval of the National Company Law Tribunal in India.

The scheme of amalgamation will, inter alia, enable optimization of legal entity structure through rationalization of number of subsidiaries, integration of business operations leading to operational synergies, provide your Company seamless access to the assets of the subsidiaries and also result in reduction of the multiplicity of legal and regulatory compliances. Management Discussion and Analysis Report. Statutory section of Business Responsibility Report is provided from pages to to this Annual Report.

Key Awards and Recognitions. Your Company is one of the most admired and recognized companies in the IT industry. Your Company won several awards and accolades, out of which key recognitions are given below: The rankings categorize and evaluate global rsport of information technology to healthcare payers and providers.

Your Company believes in adopting best practices of corporate governance. Corporate governance annnual are enshrined in the Spirit of Wipro, which form the core values of Wipro. As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from V. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.

Number of Meetings of the Board. The Board met five times during the financial year on April, June 2,July, Octoberand January The maximum interval between any two meetings did not exceed days. Directors and Key Managerial Personnel. William Arthur Owens was re-appointed as Independent Director wipdo a repogt term with effect from August 1,to July 31, Ireena Vittal was appointed as an Independent Director to hold office up to September 30, Pursuant to the recommendation of Board Repot, Nomination and Compensation Committee and based on the report of performance evaluation, the Board at its meeting held on April 25, decided to place the proposal for re-appointment of Ms.

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Ireena Vittal as an Independent Director for a further term of 5 years from October 1, to September 30,for approval of the members at the 72 nd AGM. The Company has received requisite notice under Section of the Wipo Act, from a member, along with the requisite deposit, signifying his intention to propose re-appointment of Ms.

Ireena Vittal as mentioned above.

Accordingly, necessary resolutions are being placed for approval of the members at the 72 nd AGM of the Company. Rishad A Premji will retire by rotation at the 72 nd AGM and being eligible, has offered himself for re-appointment. Details of terms of reference of the Committees, Committee membership and attendance at meetings of the Committees are provided in the Corporate Governance report from pages to of this Annual Report.

This evaluation was led by the Chairman of the Board Governance, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board.

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The Board evaluation was conducted ajnual questionnaire having qualitative parameters and feedback based on ratings. Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

The outcome of the Board evaluation for financial year The Board has wipri improved ratings on its overall effectiveness, including higher rating on Board communication, relationships and Board Committees. The Board has also noted areas requiring more focus in the future. The policy covering these requirements is provided in the Corporate Governance report at page to this Annual Report.

We affirm that the remuneration paid to Directors is as per wipgo remuneration policy of the Company.

Directors Report of Wipro Ltd.

Your Company has adopted an Ombuds wlpro as a channel for receiving and redressing complaints from employees and Directors, as per the provisions of Section 9 and 10 of the Companies Act, and regulation 22 of the Listing Regulations. The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism.

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information.

Adequate workshops and awareness programs against sexual harassment are wipor across the organization.

Directors Report of Wipro Ltd. Company

A total of complaints of sexual harassment were raised in the calendar yearof which 92 cases were 2012-113 and appropriate actions were taken in all cases within the statutory timelines.

In line with the provisions of the Companies Act, and the Listing Regulations, the Board has approved a policy on related party transactions. Prior omnibus approval of the Audit, Risk and Compliance Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature. The particulars of contracts or arrangements with related parties referred to in Section 1 and applicable rules of the Companies Act, in Form AOC-2 is provided as Annexure I to this Report.

Given the diversified scale of operations, your Company has put in place an Enterprise Risk Management ERM framework and adopted an enterprise risk management policy based on globally recognized standards. The objective of the ERM framework is to enable and support achievement 0212-13 business objectives through risk-intelligent assessment while also placing significant focus on constantly identifying and mitigating risks within the business.

The ERM Framework covers various categories of risks including, inter alia, information security and cyber security risks, effectiveness of the controls that have been implemented to prevent such risks and continuous improvement of the systems and processes to mitigate such risks. Your Company has a robust and effective framework for monitoring compliances with applicable laws.