On behalf of the Board of Directors (the "Board") of theCompany it gives me immense pleasure to present the 75th Board's Reportalong with the Balance Sheet Profit and Loss Account and Cash Flow Statements for thefinancial year ended March 312021.
I. FINANCIAL PERFORMANCE
The standalone and consolidated financial statements of the Company forthe financial year ended March 31 2021 have been prepared in accordance with the IndianAccounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and asamended from time to time.
On a consolidated basis your Company's sales increased toRs.619430 million for the current year as against Rs.610232 million in the previousyear recording an increase of 1.51%. Your Company's net profits increased toRs.108680 million for the current year as against Rs.97718 million in the previous yearrecording an increase of 11.22%.
On a standalone basis your Company's sales decreased toRs.502994 million for the current year as against Rs.503877 million in the previousyear recording a decrease of -0.18%. Your Company's net profits increased toRs.100609 million in the current year as against Rs.86807 million in the previous yearrecording an increase of 15.90%.
Key highlights of financial performance of your Company for thefinancial year 2020-21 are provided below:
| || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Sales ||502994 ||503877 ||619430 ||610232 |
|Other Operating Income ||- ||193 ||(81) ||1144 |
|Other Income ||23829 ||24766 ||23907 ||27250 |
|Profit before Tax ||126848 ||110077 ||139029 ||122519 |
|Provision for Tax ||26239 ||23270 ||30349 ||24801 |
|Net profit for the year ||100609 ||86807 ||108680 ||97718 |
|Other comprehensive (loss)/income for the year ||6337 ||(4284) ||6817 ||4257 |
|Total comprehensive income for the year ||106946 ||82523 ||115497 ||101975 |
|Total comprehensive income for the period attributable to: || || || || |
|Minority Interest ||- ||- ||663 ||653 |
|Equity holders ||106946 ||82523 ||114834 ||101322 |
|Appropriations || || || || |
|Dividend ||5478 ||5713 ||5459 ||5689 |
|Tax on distribution of dividend ||- ||1174 ||- ||1174 |
|EPS || || || || |
|- Basic ||17.81 ||14.88 ||19.11 ||16.67 |
|- Diluted ||17.77 ||14.84 ||19.07 ||16.63 |
Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended("Listing Regulations") the Board has approved and adopted a DividendDistribution Policy. The policy details various considerations based on which the Boardmay recommend or declare Dividend your Company's dividend track record usage ofretained earnings for corporate actions etc. The Dividend Distribution policy and CapitalAllocation Policy are available on the Company's website at https://www.wipro.com/content/dam/nexus/en/investor/corporate-governance/policies-and-guidelines/ethical-guidelines/12769-dividend-distribution-policv-october-2016.pdf.
Pursuant to the approval of the Board on January 13 2021 your Companypaid an interim dividend of Rs.1/- per equity share of face value of Rs.2/- each toshareholders who were on the register of members as on January 25 2021 being the recorddate fixed for this purpose after deduction of applicable taxes. The Board did notrecommend a final dividend and the interim dividend of Rs.1/- per equity share declared bythe Board in January 2021 shall be the final dividend for the financial year 2020-21.Thus the total dividend for the financial year 2020-21 remains Rs.1/- per equity share.
Your Company is in compliance with its Dividend Distribution Policy andCapital Allocation Policy as approved by the Board.
Buyback of Equity Shares
Pursuant to the approval of the Board on October 13 2020 and approvalof shareholders through special resolution dated November 16 2020 passed through postalballot by e-voting your Company concluded the buyback of 237500000 equity shares offace value of Rs.2/- each at a price of Rs.400/- per equity share for an aggregate amountof Rs.95000 million (excluding buyback tax) in January 2021.
The buyback was made from all existing shareholders of the Company ason December 1 12020 being the record date for the purpose on a proportionate basisunder the tender offer route in accordance with the provisions of the Securities andExchange Board of India (Buyback of Securities) Regulations 2018 and the Companies Act2013 and rules made thereunder.
Transfer to Reserves
Appropriations to general reserves for the financial year ended March31 2021 as per standalone and consolidated financial statements were:
| || ||(' in millions) |
| ||Standalone ||Consolidated |
|Net profit for the year ||100609 ||107964* |
|Balance of Reserves at the beginning of the year ||453110 ||541790 |
|Transfer to General Reserves ||- ||- |
|Balance of Reserves at the end of the year ||441458 ||538052 |
* excluding non-controlling interest
For complete details on movement in Reserves and Surplus during thefinancial year ended March 31 2021 please refer to the Statement of Changes in Equityincluded in the Standalone and Consolidated financial statements on page nos. 156 to 157and 229 to 230 respectively of this Annual Report.
During the financial year 2020-21 the Company allotted 3281165equity shares consequent to exercise of employee stock options. Your Company alsoextinguished 237500000 equity shares consequent to buyback in January 2021 and reducedthe paid-up equity share capital by Rs.475 million. Consequently the paid-up equity sharecapital of the Company as of March 31 2021 stood at Rs.10958 million consisting of5479138555 equity shares of Rs.2/- each.
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 nos. 302 to 308 of this Annual Report. Thestatement also provides details of performance and financial position of each of thesubsidiaries.
Audited financial statements together with related information andother reports of each of the subsidiary companies have also been placed on the website ofthe Company at https://www.wipro.com/investors/annual- reports/
Your Company funds its subsidiaries from time to time in the ordinarycourse of business and as per the funding requirements through equity loan guaranteeand/or other means to meet working capital requirements.
In terms of the Company's Policy on determining "materialsubsidiary" during the financial year ended March 31 2021 Wipro LLC was determinedas a material subsidiary whose income exceeds 10% of the consolidated income of theCompany in the immediately preceding financial year. Further details on the subsidiarymonitoring framework have been provided as part of the Corporate Governance report.
In June 2021 Wipro IT Services LLC a wholly owned step- downsubsidiary of your Company incorporated under the laws of Delaware United States ofAmerica has approved the proposal for issuance of U.S. dollar denominated notes("Notes") in an aggregate principal amount of up to US$ 750 million. The Noteswill be guaranteed by the Company vide a corporate guarantee. The net proceeds of theNotes are intended to be utilised for refinancing or repaying existing debt generalcorporate purposes and/or for any other purpose permitted by law. The Notes are proposedto be listed on the Singapore Stock Exchange.
The Board of Directors of your Company at their meeting held on June9 2021 granted its approval to unconditionally and irrevocably guarantee the due andprompt payment of the principal and interest and any additional amount payable in respectof the Notes as and when the same shall become due and payable. The Guarantee is subjectto the aggregate liability of the Company not exceeding US$ 865 million (115% of theprincipal amount of the Notes).
Particulars of Loans Advances Guarantees and Investments
Pursuant to Section 186 of the Companies Act 2013 and Schedule V ofthe Listing Regulations disclosure on particulars relating to Loans Advances Guaranteesand Investments are provided as part of the financial statements.
II. BUSINESS AND OPERATIONS
Your Company is a global technology services firm with employees inover 55 countries and serving enterprise clients across various industries. YourCompany's business is comprised of the IT Services IT Products and ISRE segments.Companies are transforming their technology stack to operate with agility andflexibility. Your Company is a trusted partner to its clients in their transformationjourney and enable them to be leaders in their respective industries.
During the year ended March 312021 your Company adopted a neworganizational structure designed to simplify its go- to-market execution and ensuresector focus and growth in non-US markets. The previous structure of multiple deliveryunits has been replaced by a simplified model designed to bring the best of Wipro closerto its customers. This model consists of four Strategic Market Units ("SMUs")and two Global Business Lines ("GBLs"). The four SMUs are Americas 1 Americas2 Europe and Asia Pacific Middle East Africa ("APMEA").
Your Company organizes its customer-facing functions of salesmarketing and business development into teams that focus primarily on the four SMUs andservice offerings enabling it to deliver services to customers based on deep domaininsight. Your Company's customer-facing functions in each SMU are predominantlylocally staffed.
Your Company is seeing that traditional technology services are understress and "shift to the new" is becoming more pronounced. Growth in thetechnology services sector will be led by next generation technologies and services suchas digital cloud data engineering and cybersecurity. Companies are actively exploringopportunities for digitization leading to increased demand for consulting services.Digital technologies are expected to grow 15%-20% over the next five years andnext-generation technologies such as 5G Al/Intelligent Enterprise robotics andblockchain is anticipated to grow exponentially in the near future.
Your Company assist its clients to create new possibilities at theintersection of design domain consulting and next- generation technologies. YourCompany's new operating model ensures adequate sector and domain-focused go-to-market and execution. It also combines global expertise with local geography-focus inbuilding capabilities and ensures dedicated sales presence led by proximity to clients.Your Company is creating value for clients through sector focused business solutionsdigital and technology capabilities cutting edge innovation leveraging strategicpartnerships and talent.
Your Company's IT Services segment provides a range of IT andIT-enabled services which include digital strategy advisory customer-centric designtechnology consulting IT consulting custom application design developmentre-engineering and maintenance systems integration package implementation globalinfrastructure services analytics services business process services research anddevelopment and hardware and software design to leading enterprises worldwide.
Your Company's IT Products segment provides a range of third-partyIT products which allows us to offer comprehensive IT system integration services. Theseproducts include computing platforms and storage networking solutions enterpriseinformation security and software products including databases and operating systems.Your Company provides IT products as a complement to its IT services offerings rather thansell standalone IT products and its focus continues to be on consulting and digitalengagements with a more selective approach in bidding for System Integration("SI") engagements.
Further information on your Company's IT services and productsofferings business strategy operating segments overview and business model are presentedas part of the Management Discussion and Analysis Report ("MD & A Report")from page no. 30 onwards.
Material Changes and Commitments Affecting the Business Operations andFinancial Position of the Company
The ongoing global COVID-19 pandemic has caused and continues to causesignificant loss of life and has resulted in curtailment of economic activities across theworld as local administrations and governments seek to limit spread of the diseaseincluding through lockdown policies restriction on business activities and businessshutdowns. Among other things many of your Company's and its clients' officeshave been closed and employees have been working from home and many customer-facingbusinesses have closed or are operating at a significantly lower capacity to observevarious social distancing requirements and government-mandated COVID-19 protocols.
During the COVID-19 pandemic your Company continued to sign largedeals and deliver large-scale transformation projects.
In March 2020 at the onset of the COVID-19 pandemic your Companyenabled its employees globally to work from home. Since then fewer than 3% of employeeshave been working from Company's offices.
Additional information regarding potential impact of COVID-19 pandemicon your Company's business operations and financial position are provided as part ofthe MD & A Report from page no. 30 onwards.
Global IT service providers offer a range of end-to- end softwaredevelopment digital services IT business solutions research and development servicestechnology infrastructure services business process services consulting and relatedsupport functions.
According to the Future of technology Services- Winning in this Decadepublished by NASSCOM Indian technologies services industry is forecasted to grow 10%-12%CAGR in 5 years to reach $300-$350B revenues.
According to the Future of technology Services- Winning in this Decadepublished by NASSCOM share of digital in Indian technology services revenue is likely tobe 55%-60% by 2025 with an annual growth of 25%-30%.
Acquisitions Divestments Investments and Mergers
Acquisitions are a key enabler for driving capability to build industrydomain focus on key strategic areas strengthening 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.
a) In August 2020 your Company acquired 4C NV and its subsidiaries aSalesforce multi-cloud partner in Europe U.K. and the Middle East.
b) In August 2020 your Company also acquired IVIA Servicos deInformatica Ltda. a specialized IT services provider to financial services retail andmanufacturing sectors in Brazil.
c) In December 2020 as part of strategic digital and IT partnershipdeal your Company entered into a definitive agreement with Metro AG the leading globalwholesale company that is redefining the food service distribution industry. Duration ofthe deal is for 5 years with the intention to extend it up to additional 4 years. As partof this transaction your Company had taken over the IT units of Metro AG namelyMETRO-NOM GMBH and METRO Systems Romania S.R.L. effective April 12021.
d) In December 2020 your Company acquired 83.4% stake in Encore ThemeTechnologies Private Limited a Finastra trade finance solutions partner across the MiddleEast Africa India and Asia Pacific. The remaining 16.6% equity stake will be acquiredsubject to and after receipt of certain regulatory approvals/confirmations.
e) In February 2021 your Company acquired Eximius Design LLC andEximius Design India Private Limited a leading engineering services company withexpertise in semiconductor software and systems design.
f) In April 2021 your Company announced that it has signed definitiveagreement to acquire Ampion an Australia-based provider of cyber security DevOps andquality engineering services. The transaction is expected to be completed during thequarter ending June 30 2021 subject to customary closing conditions and regulatoryapprovals.
g) In April 2021 your Company acquired Capco a global management andtechnology consultancy providing digital consulting and technology services to financialinstitutions in the Americas Europe and the Asia Pacific.
h) Wipro Ventures the strategic investment arm of Wipro invests inearly-to-mid-stage enterprise software startups. The areas of investment includeArtificial Intelligence Analytics Business Automation Cloud Infrastructure Cybersecurity Data Management Internet of Things and Testing Automation. As of March 312021 Wipro Ventures manages 16 active investments. In addition to direct equityinvestments in emerging startups Wipro Ventures has invested in five enterprise-focusedventure funds: B Capital Boldstart Ventures Glilot Capital Partners TLV Partners andWork-Bench.
i) During the financial year 2020-21 your Company has carried out themerger of Cellent GmbH Germany with and into Wipro Technologies GmbH Germany.
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 MD & A Report. The MD & A reportcapturing your Company's performance industry trends and other material changes withrespect to your Company's and its subsidiaries wherever applicable are presentedfrom page no. 30 onwards of this Annual Report.
The MD & A Report provides a consolidated perspective of economicsocial and environmental aspects material to your Company's strategy and its abilityto create and sustain value to its key stakeholders and includes aspects of reporting asrequired by Regulation 34 of the Listing Regulations on Business Responsibility Report.Statutory section of Business Responsibility Report is provided from page nos. 384 to 390of 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 Company Secretaries on compliance with corporategovernance norms under the Listing Regulations is provided at page no. 121 onwards.
Board of Directors
Board's Composition and Independence
Your Company's Board consists of global leaders and visionarieswho provide strategic direction and guidance to the organization. As on March 312021 theBoard comprised of two Executive Directors six non-executive Independent Directors andone non-executive non-independent Director.
Definition of Independence' of Directors is derived fromRegulation 16 of the Listing Regulations NYSE Listed Company Manual and Section 149(6) ofthe Companies Act 2013. The Company has received necessary declarations under Section149(7) of the Companies Act 2013 and Regulation 25(8) of the Listing Regulations fromthe Independent Directors stating that they meet the prescribed criteria for independence.The Board after undertaking assessment and on examination of the relationships disclosedconsidered the following Non-Executive Directors as Independent Directors:
Mr. M. K. Sharma
Mrs. Ireena Vittal
Mr. William Arthur Owens
Dr. Patrick J. Ennis
Mr. Patrick Dupuis
Mr. Deepak M. Satwalekar
All Independent Directors have affirmed compliance to the code ofconduct for independent directors as prescribed in Schedule IV to the Companies Act 2013.
Meetings of the Board
The Board met six times during the financial year 2020-21 on April 152020 May 29 2020 July 14 2020 October 12-13 2020 January 13 2021 and February 242021. The necessary quorum was present for all the meetings. The maximum interval betweenany two meetings did not exceed 120 days.
Directors and Key Managerial Personnel
At the 74th Annual General Meeting (AGM) held on July 132020 the shareholders of the Company approved the following:
1. Appointment of Mr. Thierry Delaporte (DIN: 08107242) as the ChiefExecutive Officer and Managing Director of the Company for a period of 5 years from July6 2020
to July 5 2025 whose office shall be liable to retire by rotation.
2. Appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as anIndependent Director for a period of five years from July 1 2020 to June 30 2025 whoseoffice shall not be liable to retire by rotation.
Pursuant to the recommendation of Board Governance Nomination andCompensation Committee the Board approved re-appointment of Dr. Patrick J. Ennis (DIN:07463299) and Mr. Patrick Dupuis (DIN: 07480046) as Independent Directors of the Companyfor a second term of 5 years with effect from April 12021 to March 312026 based ontheir skills experience knowledge and positive outcome of performance evaluation. Thesaid re-appointment was approved by shareholders of the Company vide special resolutionsdated June 4 2021 passed through postal ballot by e-voting.
Pursuant to the recommendation of Board Governance Nomination andCompensation Committee the Board has on May 13 2021 approved the appointment of Ms.Tulsi Naidu (DIN: 03017471) as an Additional Director in the capacity of IndependentDirector for a term of 5 years with effect from July 12021 to June 30 2026 subject toapproval of the shareholders of the Company. Necessary resolutions for her appointment arebeing placed for the approval of shareholders as part of the notice of the 75thAGM.
In the opinion of the Board all our Independent Directors possessrequisite qualifications experience expertise and hold high standards of integrity forthe purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014. List of keyskills expertise and core competencies of the Board including the Independent Directorsis provided at page no. 123 of this Annual Report.
Pursuant to the provisions of Section 152 of the Companies Act 2013and the Articles of Association of the Company Mr. Thierry Delaporte (DIN: 08107242) willretire by rotation at the 75th AGM and being eligible has offered himself forre-appointment.
During the financial year Mr. Abidali Z. Neemuchwala resigned as theChief Executive Officer and Managing Director of the Company with effect from the end ofthe day on June 1 2020. Further Mrs. Arundhati Bhattacharya stepped down as anIndependent Director from the Board with effect from close of business hours on June 302020.
Committees of the Board
Your 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 also acts as Corporate Social ResponsibilityCommittee.
3. Administrative and Shareholders/Investors Grievance Committee(Stakeholders Relationship Committee).
4. Strategy Committee.
At the Board Meeting held on April 15 2021 it was decided todiscontinue the Strategy Committee as the entire Board will be deliberating matterspertaining to the strategy of the Company going forward.
Details of terms of reference of the Committees Committee membershipchanges and attendance of Directors at meetings of the Committees are provided in theCorporate Governance report from page nos. 128 to 132 of this Annual Report.
In line with the Corporate Governance Guidelines of the Company AnnualPerformance Evaluation was conducted for all Board Members as well as the working of theBoard and its Committees. This evaluation was led by the Chairman of the Board GovernanceNomination and Compensation Committee with specific focus on performance and effectivefunctioning of the Board. The Board evaluation framework has been designed in compliancewith the requirements under the Companies Act 2013 and the Listing Regulations and inaccordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. TheBoard evaluation was conducted through questionnaire designed with qualitative parametersand feedback based on ratings.
Evaluation of the Board was based on criteria such as composition androle of the Board Board communication and relationships functioning of Board Committeesreview of performance of Executive Directors succession planning strategic planningetc.
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 the financial year 2020-21 wasdiscussed by the Board Governance
Nomination and Compensation Committee and the Board at their respectivemeetings held in April 2021. The Board has received highest ratings on Board communicationand relationships legal and financial duties of the Board and Composition and Role of theBoard. The Board noted the actions taken in improving Board effectiveness based onfeedback given in the previous year. Further the Board also noted areas requiring morefocus in the future which includes further progress on Board diversity Strategyespecially post COVID-19 discussion on succession planning and risk management.
Policy on Director's Appointment and Remuneration
The Board Governance Nomination and Compensation Committee has frameda policy for selection and appointment of Directors including determining qualificationsand independence of a Director Key Managerial Personnel (KMP) Senior ManagementPersonnel and their remuneration as part of its charter and other matters provided underSection 178(3) of the Companies Act 2013.
Pursuant to Section 134(3) of the Companies Act 2013 the nominationand remuneration policy of the Company which lays down the criteria for determiningqualifications competencies positive attributes and independence for appointment ofDirectors and policies of the Company relating to remuneration of Directors KMP and otheremployees is available on the Company's website athttps://www.wipro.com/content/dam/nexus/en/investor/corporate-governance/policies-and-guidelines/ethical-guidelines/wipro-limited-remuneration-policv.pdf. We affirm that the remuneration paid toDirectors senior management and other employees is in accordance with the remunerationpolicy of the Company.
Policy on Board Diversity
The Board Governance Nomination and Compensation Committee has frameda policy for Board Diversity which lays down the criteria for appointment of Directors onthe Board of your Company and guides organization's approach to Board Diversity.
Your Company believes that Board diversity basis the gender race agewill help build diversity of thought and will set the tone at the top. A mix ofindividuals representing different geographies culture industry experiencequalification and skill set will bring in different perspectives and help the organizationgrow. The Board of Directors is responsible for review of the policy from time to time.Policy on Board Diversity has been placed on the Company's website athttps://www.wipro.com/investors/corporate-governance/.
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 moredetails on the Company's risk management framework please refer to page nos. 38 to41 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 the senior managementand Board 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
Your Company has adopted a Code of Conduct to regulate monitor andreport trading by designated persons and their immediate relatives as per the requirementsunder the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015. This Code of Conduct also includes code for practices and proceduresfor fair disclosure of unpublished price sensitive information which has been madeavailable on the Company's website athttps://www.wipro.com/investors/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 Regulation 22 of the Listing Regulations andRegulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015.
Under this policy your Company encourages its employees to report anyincidence of fraudulent financial or other information to the stakeholders reporting ofinstance(s)
of leak or suspected leak of unpublished price sensitive informationand any conduct that results in violation of the Company's code of business conductto the management (on an anonymous basis if employees so desire). Further your Companyhas prohibited discrimination retaliation or harassment of any kind against any employeewho reports under the Vigil Mechanism or participates in the investigation.
Awareness of policies is created by inter alia sending group mailershighlighting actions taken by the Company against the errant employees. Mechanism followedunder the Ombuds process has been displayed on the Company's intranet and website athttps://www.wipro.com/investors/ corporate-governance/#WiprosOmbudsProcess.
All complaints received through Ombuds process and investigativefindings are reviewed and approved by the Chief Ombuds person. All employees andstakeholders can also register their concerns either by sending an email email@example.com or through web-based portal athttps://www.wipro.com/investors/corporate-governance/ #WiprosOmbudsProcess. Following aninvestigation of the concerns received a decision is made by the appropriate authority onthe action to be taken basis the findings of the investigation. In case the complainant isnon-responsive for more than 15 days the concern may be closed without further action.
The below table provides details of complaints received/ disposedduring the financial year 2020-21:
|No. of complaints pending at the beginning of financial year ||85 |
|No. of complaints filed during the financial year ||870 |
|No. of complaints disposed during the financial year ||917 |
|No. of complaints pending at the end of the financial year ||38 |
All cases were investigated and actions taken as deemed appropriate.Based on self-disclosure data 19% of these cases were reported anonymously. The topcategories of complaints were people processes at 33% and workplace concerns andharassment at 28%. The majority of cases (76%) were resolved through engagement of humanresources or mediation or closed since they were unsubstantiated.
The Audit Risk and Compliance Committee periodically reviews thefunctioning of this mechanism. No personnel of the Company were denied access to theAudit Risk and Compliance Committee.
Information Required under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013
Your Company has constituted Internal Complaints Committee under theSexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013 and alsohas a policy and framework for employees to report sexual harassment cases at workplace.The Company's process ensures complete anonymity and confidentiality of information.Adequate workshops and awareness programmes against sexual harassment are conducted acrossthe organization. The below table provides details of complaints received/disposed duringthe financial year 2020-21.
|Number of complaints at the beginning of the financial year ||27 |
|No. of complaints filed during the financial year ||43 |
|No. of complaints disposed during the financial year ||56 |
|No. of complaints pending at the end of the financial year ||14 |
As per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 your Company follows calendar year for annualfilling with statutory authority and as per the filing a total of 36 complaints relatedto sexual harassment were raised in the calendar year 2020.
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 at https://www.wipro.com/content/dam/nexus/en/investor/corporate-governance/policies-and-guidelines/ethical-guidelines/abridged-policv-for-related-partv-transactions.pdf.
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 Board's Report.
Details of transaction(s) of your Company with entity(ies) belonging tothe promoter/promoter group which hold(s) more than 10% shareholding in the Company asrequired under para A of Schedule V of the Listing Regulations are provided as part of thefinancial statements.
Pursuant to Regulation 23(9) of the Listing Regulations your Companyhas filed the reports on related party transactions with the Stock Exchanges.
Directors' Responsibility Statement
Your Directors hereby confirm that:
a) in the preparation of the annual accounts the applicable accountingstandards 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) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate andoperating effectively;
f) adequate systems and processes commensurate with the size of theCompany and the nature of its business have been put in place by the Company to ensurecompliance with the provisions of all applicable laws as per the Company's GlobalStatutory Compliance Policy and that such systems and processes are operating effectively.
Wipro Employee Stock Option Plans/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 the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 as amended ("EmployeeBenefits Regulations") and there have been no material changes to these plans duringthe financial year. Disclosures on various plans details of options granted sharesallotted upon exercise etc. as required under the Employee Benefits Regulations read withthe Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 datedJune 16 2015 are available on the
Company's website at https://www.wipro.com/content/dam/nexus/en/investor/annual-reports/2020-2021/disclosure-under-sebi-share-based-employee-benefits-regulations-2014-for-the-year-ended-march-31-2021.pdf. No employee was issued stock options during theyear equal to or exceeding 1% of the issued capital of the Company at the time of grant.
Particulars of Employees
Information 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 containing inter alia the names of top ten employees interms of remuneration drawn and every employee employed throughout the financial year andin receipt of remuneration of Rs.102 lakhs or more and employees employed for part of theyear and in receipt of remuneration of Rs.8.50 lakhs or more per month pursuant to Rule5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided as Annexure III to this report.
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 Deloitte Haskins& Sells LLP Chartered Accountants (Registration No. 1 17366W/W- 100018) was appointedas statutory auditors of the Company for a term of 5 years from the financial year 2017-18onwards. Accordingly Deloitte Haskins & Sells LLP will continue as statutory auditorsof the Company till the financial year 2021-22.
There are no qualifications reservations or adverse remarks made byDeloitte Haskins & Sells LLP Statutory Auditors in their report for the financialyear ended March 312021.
Pursuant to provisions of the Section 143(12) of the Companies Act2013 neither the Statutory Auditors nor the Secretarial Auditor has reported any incidentof fraud to the Audit Risk and Compliance 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 & Associates a firmof Company Secretaries in Practice to conduct Secretarial Audit of the Company. TheReport of the Secretarial Audit in Form MR-3 for the financial year ended March 312021 isenclosed as Annexure IV to this Report. There are no qualifications reservations oradverse remarks made by the Secretarial Auditor in his report.
V. KEY AWARDS AND RECOGNITIONS
Your Company is one of the most admired and recognized companies in theIT industry. Your Company has won several awards and accolades out of which keyrecognitions are given below:
1. Wipro was included in the Dow Jones Sustainability Index (DJSI) -World and Emerging Markets for the 11th time in succession.
2. Wipro has been recognized as one of the World's Most EthicalCompanies for the 10th successive year by the Ethisphere Institute.
3. Wipro has received the award for "Leadership" category incorporate governance practices for the 4th consecutive year under corporategovernance scorecard developed by BSE Limited (BSE) International Finance Corporation(IFC) and IiAS.
4. Wipro was positioned as a leader in Gartner's Magic Quadrant forData Center Outsourcing and Hybrid Infrastructure Managed Services Asia Pacific.
5. Wipro has won the Data Estate Modernization 2020 Microsoft Partnerof the Year Award.
6. Wipro was recognized as leader in Everest Group PEAK Matrixfor Healthcare Payer Operations Service Providers 2020.
7. Wipro has won the Oracle UK & Ireland Partner of the Year2020' award in Customer Experience' category.
8. Wipro has won the Application Innovation 2020 Microsoft Partner ofthe Year Award for demonstrating excellence in innovation and implementation of customersolutions based on Microsoft technology.
9. Wipro was positioned as a Leader and Star Performer in Everest GroupPEAK Matrix for Open Banking IT Service Providers 2020.
10. Wipro was positioned as a Leader in Everest Group's BFS Riskand Compliance IT Services PEAK Matrix Assessment 2020.
11. Wipro was positioned as a Leader in Gartner's Magic Quadrantfor Data Center Outsourcing and Hybrid Infrastructure Managed Services North America.
12. Wipro has been positioned as a Leader' in Gartner's2020 Magic Quadrant for Public Cloud Infrastructure Professional and Managed ServicesWorldwide.
Further details of awards and accolades won by your Company areprovided at page no. 17 of this Annual Report.
VI. 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 healthcare and communitiesecology and environment etc.
As per the provisions of the Companies Act 2013 a company meeting thespecified criteria shall spend at least 2% of its average net profits for threeimmediately preceding financial years towards CSR activities. Accordingly your Companyspent Rs.2512 million towards CSR activities during the financial year 2020-21.
In April 2020 your Company committed Rs.1000 million towards tacklingthe unprecedented health and humanitarian crisis arising from the COVID-19 pandemicoutbreak and out of that an amount of Rs.868 million was spent. Your Company's Covidresponse involved working closely with around 100 non-government organizations (NGOs) whowere engaged directly on the ground in supporting affected communities. In the earlystages of the pandemic (March-June) your Company's response was focused onhumanitarian relief in cities that were severely affected and where it has significantoperational presence-Bengaluru Chennai NCR Mumbai Kolkata and Hyderabad. In parallelyour Company along with Azim Premji Foundation developed and implemented a strategicresponse to the COVID-19 healthcare challenge that extended for most of the year. Theresponse addressed in-depth the entire spectrum of issues from awareness creation totesting isolation and hospital care.
There were three innovative projects your Company conceptualized andexecuted directly. These were: (i) the preparation and distribution of nearly 3 millioncooked meals to more than 2.5 lakh people from the Wipro canteens in Bengaluru Pune andKolkata (ii) Converting its Pune IT facility to a fully equipped and staffed 450 bedCovid hospital. The hospital has established a solid reputation with the surroundingcommunities and has seen nearly 5500 admissions till date and (iii) Designing and runninga digital platform for doctors and healthcare experts to exchange and collaborate onemerging good practices in Covid care- the Global Coalition for COVID-19 Medical Care(GCCMC). The platform has been very active with a number of webinars and interactivesessions organized on COVID-19 control and vaccination.
Along with the integrated Covid response your Company also continuedto focus and support its regular programs in Education Urban Ecology Primary Health Careand Disaster Response. Your Company's partner network comprising nearly 200 committedorganizations from across the country adapted very well to the changing dynamics on theground and ensured continuity of work through a hybrid model that combined onlineintervention with some field work.
The contents of the CSR policy and revised format of CSR Reportnotified in the Companies (Corporate Social Responsibility Policy) Amendment Rules 2021dated January 22 2021 is attached as Annexure V to this report. CSR policy is alsoavailable on the Company's website at https://www.wipro.com/content/dam/nexus/en/investor/corporate-governance/policies-and-guidelines/ ethical-guidelines/12773-policy-on-corporate-social- responsibilitv.pdf.
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 Mr. WilliamArthur Owens Mr. M. K. Sharma and Mrs. lreena Vittal as its members. Mr. William ArthurOwens 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.
Foreign Exchange Earnings and Outgoings
During the year 2020-21 your Company's foreign exchange earningswere Rs.463447 million and foreign exchange outgoings were Rs.213295 million as againstRs.460794 million of foreign exchange earnings and Rs.229491 million of foreign exchangeoutgoings for the financial year 2019-20.
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act2013 the Company has placed a copy of the
Annual Return as at March 312021 on its website at https://www.wipro.com/content/dam/nexus/en/investor/annual-reports/2020-2021/draft-annual-return-2020-21 .pdf. By virtue of amendment to Section92(3) of the Companies Act 2013 the Company is not required to provide extract of AnnualReturn (Form MGT-9) as part of the Board's report.
a) Your Company has not accepted any deposits from the public and assuch no amount on account of principal or interest on public deposits was outstanding ason the date of the balance sheet.
b) Your Company has not issued shares with differential voting rightsand sweat equity shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standardsrelating to Meetings of the Board of Directors' and GeneralMeetings' during the year.
d) Maintenance of cost records and requirement of cost Audit asprescribed under the provisions of Section 148(1) of the Companies Act 2013 are notapplicable to the business activities carried out by the Company.
e) There are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.
f) Details of unclaimed dividends and equity shares transferred to theInvestor Education and Protection Fund authority have been provided as part of theCorporate Governance report.
g) There are no proceedings initiated/pending against your Companyunder the Insolvency and Bankruptcy Code 2016 which materially impact the business of theCompany.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customersshareholders suppliers bankers business partners/associates financial institutions andCentral and State Governments for their consistent support and encouragement to theCompany. I am sure you will join our Directors in conveying our sincere appreciation toall employees of the Company and its subsidiaries and associates for their hard work andcommitment. Their dedication and competence have ensured that the Company continues to bea significant and leading player in the IT Services industry.
| ||For and on behalf of the Board of Directors |
|Bengaluru ||Rishad A. Premji |
|June 92021 ||Chairman |