Dear Members,
It gives me immense pleasure to present the 76th Board's Report,
on behalf of the Board of Directors (the "Board") of the Company, along with the
Balance Sheet, Profit and Loss Account, and Cash Flow Statements for the financial year
ended March 31,2022.
I. FINANCIAL PERFORMANCE
On a consolidated basis, your Company's sales increased to
Rs.790,934 million for the current year as against Rs.619,430 million in the previous
year, recording an increase of 27.69%. Your Company's net profits increased to
Rs.122,434 million for the current year as against Rs.108,680 million in the previous
year, recording an increase of 12.66%.
On a standalone basis, your Company's sales increased to
Rs.595,744 million for the current year as against Rs.502,994 million in the previous
year, recording an increase of 18.44%. Your Company's net profits increased to
Rs.121,353 million in the current year as against Rs.100,609 million in the previous year,
recording an increase of 20.62%.
Key highlights of financial performance of your Company for the
financial year 2021-22 are provided below:
(Rs. in Millions)
|
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Sales |
595,744 |
502,994 |
790,934 |
619,430 |
| Other Operating Income |
- |
- |
2,186 |
(81) |
| Other Income |
47,061 |
23,829 |
20,612 |
23,907 |
| Operating Expenses |
(490,163) |
(399,975) |
(662,381) |
(504,357) |
| Share of net profit/ (loss) of associates accounted for using
the equity method |
- |
- |
57 |
130 |
| Profit before Tax |
152,642 |
126,848 |
151,408 |
139,029 |
| Provision for Tax |
31,289 |
26,239 |
28,974 |
30,349 |
| Net profit for the year |
121,353 |
100,609 |
122,434 |
108,680 |
| Other comprehensive (loss)/income for the year |
(1,487) |
6,337 |
11,452 |
6,817 |
| Total comprehensive income for the year |
119,866 |
106,946 |
133,886 |
115,497 |
| Total comprehensive income for the period attributable to: |
|
|
|
|
| Minority Interest |
- |
- |
187 |
663 |
| Equity holders |
119,866 |
106,946 |
133,699 |
114,834 |
| Appropriations |
|
|
|
|
| Dividend |
32,891 |
5,478 |
32,804 |
5,459 |
| Equity Share Capital |
10,964 |
10,958 |
10,964 |
10,958 |
| EPS |
|
|
|
|
| - Basic |
22.20 |
17.81 |
22.37 |
19.11 |
| - Diluted |
22.14 |
17.77 |
22.31 |
19.07 |
Note: The standalone and consolidated financial statements of the
Company for the financial year ended March 31,2022, have been prepared in accordance with
the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs
and as amended from time to time.
Dividend
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
("Listing Regulations"), the Board has approved and adopted a Dividend
Distribution Policy. The policy details various considerations based on which the Board
may recommend or declare Dividend, Company's dividend track record, usage of retained
earnings for corporate actions, etc. The Dividend Distribution and Capital Allocation
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/1
2769-dividend-distribution-policy- october-2016.pdf.
Pursuant to the approval of the Board on January 12, 2022, your Company
paid an interim dividend of Rs.1/- per equity share of face value of Rs.2/- each, to
shareholders whose names were appearing in the register of members as on January 24, 2022,
being the record date fixed for this purpose, after deduction of applicable taxes. The
total net cash outflow was of Rs.4,921 million, resulting in a dividend payout of 4.06% of
the standalone profits of the Company. Further, the Board, on March 25, 2022, approved an
interim dividend of Rs.5/- per equity share of face value of Rs.2/- each, to shareholders
whose names were appearing in the register of members as on April 6, 2022, being the
record date fixed for this purpose, after deduction of applicable taxes. The total net
cash outflow was of Rs.24,654 million, resulting in a dividend payout of 20.32% of the
standalone profits of the Company.
The interim dividend of Rs.1/- and Rs.5/-, per equity share, declared
by the Board on January 12 and March 25, 2022, respectively, shall be the final dividend
for the financial year 2021-22.
Your Company is in compliance with its Dividend Distribution and
Capital Allocation Policy as approved by the Board.
Transfer to Reserves
Appropriations to general reserves for the financial year ended March
31,2022, as per standalone and consolidated financial statements were:
(Rs.in Millions)
|
Standalone |
Consolidated |
| Net profit for the year |
121,353 |
122,296* |
| Balance of Reserves at the beginning of the year |
441,458 |
538,052 |
| Balance of Reserves at the end of the year |
532,543 |
643,066 |
* Excluding non-controlling interest
For complete details on movement in Reserves and Surplus during the
financial year ended March 31, 2022, please refer to the Statement of Changes in Equity
included in the Standalone and Consolidated financial statements on page nos. 151 to 152
and 225 to 226 respectively of this Annual Report.
Share Capital
During the financial year 2021-22, the Company allotted 2,931,560
equity shares consequent to exercise of employee stock options. The equity shares
allotted/transferred under the Employee Stock Option Schemes rank pari-passu with the
existing equity shares of the Company. The paid-up equity share capital of the Company as
of March 31,2022, stood at Rs.10,964 million consisting of 5,482,070,115 equity shares of
Rs.2/- each.
Subsidiaries and Associates
As on March 31,2022, your Company had 140 subsidiaries and 1 associate.
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing
salient features of the financial statements of the subsidiary companies in Form AOC-1 is
provided at page nos. 293 to 298 of this Annual Report. The statement also provides
details of performance and financial position of each of the subsidiaries and associates.
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 https://www.wipro.com/investors/annual- reports.
Your Company funds its subsidiaries, from time to time, in the ordinary
course of business and as per the funding requirements, through equity, loan, guarantee
and/or other means to meet working capital requirements.
In terms of the Company's Policy on determining "material
subsidiary", during the financial year ended March 31, 2022, Wipro LLC was determined
as a material subsidiary whose income exceeds 10% of the consolidated income of the
Company in the immediately preceding financial year. Further details on the subsidiary
monitoring framework have been provided as part of the Corporate Governance report.
On June 23, 2021, Wipro IT Services, LLC, a wholly owned step-down
subsidiary of your Company issued US$ 750 million in USD-denominated, senior unsecured
notes (the "Notes"). The Notes bear interest at a rate of 1.50% per annum and
will mature on June 23, 2026. These Notes are unconditionally and irrevocably guaranteed
by your Company.
Particulars of Loans, Guarantees and Investments
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of
the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and
Investments are provided as part of the financial statements.
II. BUSINESS AND OPERATIONS
Celebrating over 75 years of innovation, your Company is a
purpose-driven, global technology services and consulting firm with over 240,000 employees
and business partners across 66 countries helping our customers, communities and planet
thrive in the digital world.
Your Company is recognized globally for its strong commitment to
sustainability. Your Company nurtures inclusivity as an intrinsic part of its culture.
It's deep resolve to improve the communities we live and work in, is appreciated by
its customers, investors, analysts, and employees.
Your Company's technologists, designers, strategists, and business
partners, share an unwavering commitment to achieving its customer's ambitions and
creating a humane, sustainable, and resilient future for all. Your Company's
recognized capabilities across 26 industry segments in digital strategy, Wipro's
FullStride cloud services, engineering, artificial intelligence ("AI"), and
cyber security, have established it as a trusted leader in orchestrating transformation.
Your Company's holistic portfolio of capabilities and ability to
navigate vertically and horizontally across ecosystems helps its clients achieve
differentiation and competitive advantage. Your Company's focus is to maximize
business outcomes by converging themes across industry domains, products, services, and
partners as it develops and delivers tailored business solutions for its clients.
Your Company helps orchestrate the transformation journey for its
clients by bringing together technology, industry expertise and ecosystems to solve
complex problems and deliver value through holistic business solutions that drive
outcomes. Your Company's simplified operating model and integration of consulting and
technology practices strengthens its ability to deliver such solutions effectively and at
scale. Your Company is focused towards building long-term relationship with customers and
tightly aligned visions and outcomes structured through a highly governed and co-managed
engagement process.
The rise of Environmental, Social and Governance ("ESG")
factors is redefining and elevating sustainability across industries. Your Company is a
founding member of the ‘Transform to Net ZeroRs.initiative and is committed to
contribute to the goal of planetary zero-carbon emissions. Your Company is also committed
to bringing its expertise in strategy, design, and technology to help transform its
customers and sectors of the global economy to sustainable business models, products,
services, and ecosystems.
Your Company's IT services segment provides a range of IT and
IT-enabled services which include, digital strategy advisory, customer-centric design,
technology consulting, IT consulting, custom application design, development,
re-engineering and maintenance, systems integration, package implementation, global
infrastructure services, analytics services, business process services, research and
development, hardware, and software design, to leading enterprises worldwide.
Your Company's IT products segment provides a range of third-party
IT products, which allows us to offer comprehensive IT system integration services. These
products include computing, platforms and storage, networking solutions, enterprise
information security and software products, including databases and operating systems.
Your Company provides IT products as a complement to its IT services offerings rather than
sell standalone IT products, and its focus continues to be on consulting and digital
engagements, with a more selective approach in bidding for system integration engagements.
Your Company's ISRE segment consists of IT services offerings to
organizations owned or controlled by the Government of India and/or any Indian State
Governments. Your Company's ISRE strategy focuses on consulting and digital
engagements, and it is selective in bidding for system integration projects with long
working capital cycles.
Further information on your Company's IT services and products
offerings, industry and business overview are presented as part of the Management
Discussion and Analysis Report ("MD & A Report") from page no. 28 onwards.
Material Changes and Commitments Affecting the Business Operations and
Financial Position of the Company
Despite the COVID-19 pandemic adversely impacting trade, supply chains,
business models, employment and consumer behaviors, economies and industries are
witnessing a strong yet imbalanced recovery.
The pandemic has rapidly accelerated digital transformation for many
organizations and has led to the adoption of digital business models driven by online
customer service, remote working, supply chain reinventions, and automation for
operational excellence.
Owing to the accelerated rates of vaccination, it's effectiveness,
and the reduction in mobility restrictions, most economies are expected to reach its
pre-pandemic levels. The consumption demand has improved; however, the recovery is uneven
due to factors like imbalanced labor market, global supply chain disruptions,
geo-political conflicts, inflation, and the dearth of talent. There is no direct impact on
business from the ongoing geo-political conflict between Russia and Ukraine, however, your
Company continues to monitor these developments.
The continuous increase in demand for skilled talent has been building
pressure on IT services providers amidst a significant increase in hiring, salary hikes
and higher subcontracting costs.
Additional information regarding your Company's business
operations and financial position are provided as part of the MD & A Report from page
no. 28 onwards.
Outlook
Global IT service providers offer a range of end-to-end software
development, digital services, IT business solutions, research and development services,
technology infrastructure services, business process services, consulting, and related
support functions.
Various industries across the world have struggled to adapt to the
extraordinary circumstances caused by the COVID-19 pandemic. With increased consumer
spending, the IT industry recorded its highest year-on-year growth ever. This disruption
has created space to drive innovation in services and products such as telehealth, online
shopping experience enhanced with augmented reality ("AR")/ virtual reality
("VR"), digital payments, and virtual learning solutions. While the IT industry
is witnessing an unprecedented demand, supply remains constrained and talent recruitment
and retention continues to be a key concern along with current geo-political situation and
rising inflation.
Companies are investing in large and complex cloud migration and
transformation programs, creating multi-year opportunities for consulting services and
implementation. Due to increased demand for hyper personalized products and services, next
generation technologies such as data and AI mixed reality, digital engineering,
blockchain, multi- cloud, cyber security, edge computing, and 5G are expected to grow.
Acquisitions, Divestments, Investments and Mergers
Your Company's strategy supports value creation for clients and
growth for the organization through five strategic priorities: accelerate growth,
strengthen clients and partnerships, lead with business solutions, building talent at
scale, and a simplified operating model. Your Company focusses its efforts and investments
on maximum results, going deeper in areas that it believes it has the strength and
defocusing on others, and scaling up to secure leadership positions.
Your Company's new strategy will bring it closer to clients, drive
greater agility and responsiveness and help us become the employer of choice. Further,
your Company had invested in acquiring new technology and skills.
Details of the acquisitions completed by your Company are listed below:
a) In April 2021, your Company acquired Capco and its subsidiaries, a
global management and technology consultancy, providing digital, consulting and technology
services to financial institutions in the Americas, Europe, and the Asia Pacific.
b) In August 2021, your Company acquired Ampion Holdings Pty Ltd and
its subsidiaries, an Australia- based provider of cyber security, DevOps, and quality
engineering services.
c) In December 2021, your Company acquired Edgile, LLC, a
transformational cyber security consulting provider that focuses on risk and compliance,
information and cloud security, and digital identity.
d) In December 2021, your Company acquired LeanSwift Solutions, Inc.
and its subsidiaries, a system integrator of Infor Products whose service capabilities
include ERR e-commerce, digital transformation, supply chain, warehouse management
systems, business intelligence and integrations.
e) In January 2022, your Company completed the acquisition of an
additional equity stake of 13.3% in Encore Theme Technologies Private Limited. Consequent
to the acquisition of the aforesaid additional equity stake, your Company's holding
increased from 83.4% to 96.7%. The remaining 3.3% equity stake will be acquired subject to
and after receipt of certain regulatory approvals.
f) In April 2022, your Company acquired Convergence Acceleration
Solutions, LLC, a US-based consulting, and program management company that specializes in
driving large-scale business and technology transformation for Fortune 100 communications
service providers.
g) In May 2022, your Company acquired Rizing Intermediate Holdings,
Inc. and its subsidiaries, a global SAP consulting firm with industry expertise and
consulting capabilities in enterprise asset management, consumer industries, and human
experience management in North America, Europe, Asia, and Australia.
h) Wipro Ventures, the strategic investment arm of Wipro, invests in
enterprise software startups. These investments span across the Enterprise IT stack, and
include areas like Analytics, Business Automation, Cloud Infrastructure, Cyber security,
Data Management, IoT and Test Automation, among others. As of March 31, 2022, Wipro
Ventures has invested in 25 companies, of which 6 have exited through successful M&A
transactions. In addition to direct equity investments in emerging startups, Wipro
Ventures has invested in 8 enterprise-focused venture funds: B Capital, Boldstart
Ventures, Glilot Capital Partners, WorkBench, Nexus Venture Partners, Sorenson Ventures,
SYN Ventures and TLV Partners.
i) During the financial year 2021-22, your Company has carried out the
merger of Wipro do Brasil Servicos de Tecnologia Ltda, Brazil with and into Wipro do
Brasil Technologia Ltda, Brazil.
j) During the financial year 2021-22, seven subsidiaries of your
Company i.e., Wipro Promax Analytics Solutions Americas, LLC, Rational Consulting
Australia Pty Ltd., Designit Colombia S A S, Wipro Technologies VZ, C.A, Designit Peru
S.A.C, Capco Sweden AB and Wipro Corporate Technologies Ghana Limited were de- registered.
Management Discussion and Analysis Report
In terms of Regulation 34 of the Listing Regulations and SEBI circular
SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 6, 2017, your Company has adopted salient
features of Integrated Reporting prescribed by the International Integrated Reporting
Council ("IIRC") as part of its MD & A Report. The MD & A report,
capturing your Company's performance, industry trends and other material changes with
respect to your Company's and its subsidiaries, wherever applicable, are presented
from page no. 28 onwards of this Annual Report.
The MD & A Report provides a consolidated perspective of economic,
social, and environmental aspects material to your Company's strategy and its ability
to create and sustain value to its key stakeholders and includes aspects of reporting as
required by Regulation 34 of the Listing Regulations on Business Responsibility and
Sustainability Report.
Business Responsibility & Sustainability Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations, your
Company is providing the prescribed disclosures on ESG parameters as part of the Business
Responsibility and Sustainability Report ("BRSR"), as provided from page nos.
370 to 388 of this Annual Report. The BRSR includes details on performance against the
nine principles of the National Guidelines on Responsible Business Conduct and a report
under each principle, which is divided into essential and leadership indicators. Your
Company has adopted the BRSR voluntarily for the financial year 2021-22.
III. GOVERNANCE AND ETHICS Corporate Governance
Your Company believes in adopting best practices of corporate
governance. Corporate governance principles are enshrined in the Spirit of Wipro, which
form the core values of Wipro. These guiding principles are also articulated through the
Company's code of business conduct, Corporate Governance Guidelines, charter of
various committees and disclosure policy.
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. Sreedharan & Associates, Company Secretaries, on compliance with corporate
governance norms under the Listing Regulations, is provided at page no. 116 onwards.
Board of Directors
Board's Composition and Independence
Your Company's Board consists of global leaders and visionaries
who provide strategic direction and guidance to the organization. As on March 31,2022, the
Board comprised of two Executive Directors, six Non-Executive Independent Directors and
one Non-Executive Non-Independent Director.
Definition of ‘IndependenceRs.of Directors is derived from
Regulation 16 of the Listing Regulations, New York Stock Exchange ("NYSE")
Listed Company Manual and Section 149(6) of the Companies Act, 2013. The Company has
received necessary declarations under Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the Listing Regulations, from the Independent Directors stating that
they meet the prescribed criteria for independence. The Board, after undertaking
assessment and on examination of
the relationships disclosed, considered the following Non- Executive
Directors as Independent Directors:
Ms. Ireena Vittal
Mr. William Arthur Owens
Dr. Patrick J. Ennis
Mr. Patrick Dupuis
Mr. Deepak M. Satwalekar
Ms. Tulsi Naidu
AH Independent Directors have affirmed compliance to the code of
conduct 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 2021-22 on April
14-15, 2021, June 9, 2021, July 14-15, 2021, October 12-13, 2021, January 1 1-12, 2022,
and March 25, 2022. The necessary quorum was present for all the meetings. The maximum
interval between any two meetings did not exceed 120 days.
Directors and Key Managerial Personnel
Pursuant to the recommendation of the Board Governance, Nomination and
Compensation Committee, the Board approved re-appointment of Dr. Patrick J. Ennis (DIN:
07463299) and Mr. Patrick Dupuis (DIN: 07480046) as Independent Directors of the Company
for a second term of 5 years with effect from April 1, 2021 to March 31, 2026, based on
their skills, experience, knowledge, and positive outcome of performance evaluation. The
said re-appointment was approved by shareholders of the Company vide special resolutions
dated June 4, 2021, passed through postal ballot by e-voting.
Mr. M. K. Sharma retired as Independent Director from the Board of the
Company with effect from June 30, 2021. The Board places on record the immense
contributions made by Mr. M.K. Sharma to the growth of your Company over the years.
Pursuant to the recommendation of Board Governance, Nomination and
Compensation Committee, the Board, on May 13, 2022, approved the appointment of Ms. Tulsi
Naidu (DIN: 03017471) as an Additional Director in the capacity of Independent Director
for a term of 5 years with effect from July 1, 2021, to June 30, 2026, subject to approval
of the shareholders of the Company. At the 75th Annual General Meeting ("AGM")
held on July 14, 2021, the shareholders of the Company approved the appointment of Ms.
Tulsi Naidu as an Independent Director of the Company for a period of five years from July
1, 2021 to June 30, 2026, whose office shall not be liable to retire by rotation.
In the opinion of the Board, all our Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. List of key
skills, expertise, and core competencies of the Board, including the Independent
Directors, is provided at page no. 119 of this Annual Report.
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Azim H. Premji (DIN: 00234280) will
retire by rotation at the 76th AGM and being eligible, has offered himself for
re-appointment.
Committees of the Board
Your Company's Board has the following committees:
1. Audit, Risk and Compliance Committee, which also acts as Risk
Management Committee.
2. Board Governance, Nomination and Compensation Committee, which also
acts as Corporate Social Responsibility Committee.
3. Administrative and Shareholders/Investors Grievance Committee
(Stakeholders Relationship Committee).
Details of terms of reference of the Committees, Committee membership
changes, and attendance of Directors at meetings of the Committees are provided in the
Corporate Governance report from page nos. 123 to 126 of this Annual Report.
Board Evaluation
In line with the Corporate Governance Guidelines of the Company, Annual
Performance Evaluation was conducted for all Board Members as well as the working of the
Board and its Committees. This evaluation was led by the Chairman of the Board Governance,
Nomination and Compensation Committee with specific focus on performance and effective
functioning of the Board. The Board evaluation framework has been designed in compliance
with the requirements under the Companies Act, 2013, the Listing Regulations, and in
accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The
Board evaluation was conducted through a questionnaire designed with 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 of Executive Directors, succession planning, strategic planning,
etc.
Evaluation of Committees was based on criteria such as adequate
independence of each Committee, frequency of meetings and time allocated for discussions
at meetings, functioning of Board Committees and effectiveness of its
advice/recommendation to the Board, etc.
Evaluation of Directors was based on criteria such as participation and
contribution in Board and Committee meetings, representation of shareholder interest and
enhancing shareholder value, experience and expertise to provide feedback, and guidance to
top management on business strategy, governance, risk and understanding of the
organization's strategy, etc.
The outcome of the Board Evaluation for the financial year 2021-22 was
discussed by the Board Governance, Nomination and Compensation Committee and the Board at
their respective meetings held in April 2022. The Board has received highest ratings on
Board communication and relationships, legal and financial duties of the Board and
Composition and Role of the Board. The Board noted the actions taken in improving Board
effectiveness based on feedback given in the previous year. Further, the Board also noted
areas requiring more focus in the future, which includes big strategic choices, strategic
engagements, and decisions on long term ambitions.
Policy on Director's Appointment and Remuneration
The Board Governance, Nomination and Compensation Committee has framed
a policy for selection and appointment of Directors including determining qualifications
and independence of a Director, Key Managerial Personnel ("KMP"), Senior
Management Personnel and their remuneration as part of its charter and other matters
provided under Section 178(3) of the Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013, the nomination
and remuneration policy of the Company which lays down the criteria for determining
qualifications, competencies, positive attributes and independence for appointment of
Directors and policies of the Company relating to remuneration of Directors, KMP and other
employees is available on the Company's website at
https://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 to
Directors, senior management and other employees is in accordance with the remuneration
policy of the Company.
Policy on Board Diversity
The Board Governance, Nomination and Compensation Committee has framed
a policy for Board Diversity which lays down the criteria for appointment of Directors on
the Board of your Company and guides organization's approach to Board Diversity.
Your Company believes that Board diversity basis the gender, race, age
will help build diversity of thought and will set the tone at the top. A mix of
individuals representing different geographies, culture, industry experience,
qualification and skill set will bring in different perspectives and help the organization
grow. The Board of Directors is responsible for review of the policy from time to time.
The policy on Board Diversity has been placed on the Company's website at
https://www.wipro.com/investors/corporate-governance/ policies-and-guidelines/
Risk Management
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 of business objectives through risk-intelligent assessment apart from placing
significant focus on constantly identifying and mitigating all categories of risks within
the business. The framework has been benchmarked against the best-in-class industry
practices and continuously strengthened. The framework has been digitized enabling
businesses to take faster, informed and quality decisions, encouraging a risk resilient
culture. The ERM framework is administered by the Audit, Risk and Compliance Committee and
supported by a multi layered risk governance structure across the enterprise. For more
details on the Company's risk management framework, please refer to page nos. 42 to
44 of this Annual Report.
Cyber Security
Being an IT & ITES service provider, your Company's dependency
on secured digital infrastructure, to interconnect offices, employee systems, partners and
clients for the day-to-day business operations, are susceptible to potential cyber
event(s) impacting confidentiality, integrity and availability of our technology
environment. The cyber event(s) may lead to disclosure of data, breach of privacy or
security impacting reputation, trust, revenue, through legal, regulatory and contractual
obligations. Such event(s) may directly impact us and our relationships with our clients
and partners.
Also, due to geopolitical conflicts such as the recent conflict between
Russia and Ukraine, your Company and its third- party business providers are vulnerable to
a heightened risk of cyber security attacks, phishing attacks, viruses, malware,
ransomware, hacking or similar breaches from any nation- state actors, including attacks
that could materially disrupt your Company's systems and operations, supply chain,
and ability to sell and distribute your Company's services.
In view of increased cyber attack scenarios, the cyber security
maturity is reviewed periodically and the processes, technology controls are being
enhanced in-line with the threat scenarios. Your Company's technology environment is
enabled with real time security monitoring with requisite controls at various layers
starting from end user machines to network, application and the data. Programs to
continuously monitor the effectiveness of the controls are implemented to effectively
sustain the security controls along with focus on continuous improvement of the efficacy
of the security controls with the adoption of new processes and latest technology
solutions.
Compliance Management Framework
The Board has approved a Global Statutory Compliance Policy providing
guidance on broad categories of applicable laws and process for monitoring compliance. In
furtherance
to this, your Company has instituted an online compliance management
system within the organization to monitor compliances and provide update to the senior
management and Board on a periodic basis. The Audit, Risk and Compliance Committee and the
Board periodically monitor status of compliances with applicable laws.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and
report trading by designated persons and their immediate relatives as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conduct also includes code for practices and procedures
for fair disclosure of unpublished price sensitive information which has been made
available on the Company's website at
https://www.wipro.com/investors/corporate-governance/ policies-and-guidelines/
Vigil Mechanism
Your Company has adopted an Ombuds process as a channel for receiving
and redressing complaints from employees and directors, as per the provisions of Section
177(9) and (10) of the Companies Act, 2013, Regulation 22 of the Listing Regulations and
Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.
Under this policy, your Company encourages its employees to report any
incidence of fraudulent financial or other information to the stakeholders, reporting of
instance(s) of leak or suspected leak of unpublished price sensitive information and any
conduct that results in violation of the Company's code of business conduct, to the
management (on an anonymous basis, if employees so desire). Further, your Company has
prohibited discrimination, retaliation, or harassment of any kind against any employee who
reports under the Vigil Mechanism or participates in the investigation.
Awareness of policies is created by, inter alia, sending group mailers
highlighting actions taken by the Company against the errant employees. Mechanism followed
under the Ombuds process has been displayed on the Company's intranet and website at
https://www.wipro.com/investors/ corporate-governance/policies-and-guidelines/
All complaints received through Ombuds process and investigative
findings are reviewed and approved by the Chief Ombuds person. All employees and
stakeholders can also register their concerns either by sending an email to
ombuds.person@wipro.com or through web-based portal at
https://www.wipro.com/investors/corporate-governance/ policies-and-guidelines/ Following
an investigation of the concerns received, a decision is made by the appropriate authority
on the action to be taken basis the findings of the investigation. In case the complainant
is non-responsive for more than 15 days, the concern may be closed without further action.
The below table provides details of complaints received/ disposed
during the financial year 2021-22:
| No. of complaints pending at the beginning of financial year |
44 |
| No. of complaints filed during the financial year |
939 |
| No. of complaints disposed during the financial year |
901 |
| No. of complaints pending at the end of the financial year |
82 |
AH cases were investigated, and actions taken as deemed appropriate.
Based on self-disclosure data, 18% of these cases were reported anonymously. The top
categories of complaints were non-adherence to internal policy/process at 52%, followed by
workplace concerns and behavioral issues at 34%. The majority of cases (79%) were resolved
through engagement of human resources or mediation or closed since they were
unsubstantiated.
The Audit, Risk and Compliance Committee periodically reviews the
functioning of this mechanism. No personnel of the Company were denied access to the
Audit, Risk and Compliance Committee.
Information Required under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
Your Company has constituted an Internal Complaints Committee, under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and has 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 across the organization. The below table provides details of complaints
received/disposed during the financial year 2021-22.
| Number of complaints at the beginning of the financial year |
14 |
| No. of complaints filed during the financial year |
41 |
| No. of complaints disposed during the financial year |
42 |
| No. of complaints pending at the end of the financial year |
13 |
As per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your Company follows calendar year for annual
filling with statutory authority and as per the filing, a total of 37 complaints related
to sexual harassment were raised in the calendar year 2021.
Related Party Transactions
Your Company has historically adopted the practice of undertaking
related party transactions only in the ordinary and normal course of business and at
arm's length, as part of its philosophy of adhering to highest ethical standards,
transparency, and accountability. In line with the provisions of the Companies Act, 2013
and the Listing Regulations, the Board has approved a policy on related party
transactions. The policy on related party transactions has been placed on the
Company's website at https://www.wipro.com/content/
dam/nexus/en/investor/corporate-governance/policies-
and-guidelines/ethical-guidelines/policy-for-related- partv-transactions.pdf.
All related party transactions are placed on a quarterly basis before
the Audit, Risk and Compliance Committee and before the Board for approval. Prior omnibus
approval of the Audit, Risk and Compliance Committee and the Board is obtained for the
transactions which are foreseeable and of a repetitive nature.
There were no contracts, arrangements or transactions entered during
financial year 2021-22 that fall under the scope of Section 188(1) of the Companies Act,
2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the
financial year 2021-22 and hence does not form part of this report.
Details of transaction(s) of your Company with entity(ies) belonging to
the promoter/promoter group which hold(s) more than 10% shareholding in the Company as
required under para A of Schedule V of the Listing Regulations are provided as part of the
financial statements.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company
has 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 accounting
standards have been followed along with proper explanation relating to material
departures.
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.
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) the Directors have prepared the annual accounts on a going concern
basis.
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively.
f) adequate systems and processes, commensurate with the size of the
Company and the nature of its business, have been put in place by the Company, 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.
Wipro Employee Stock Option Plans/ Restricted Stock Unit Plans
Your Company has instituted various employee stock options
plans/restricted stock unit plans from time to time to motivate, incentivize, and reward
employees. The Board Governance, Nomination and Compensation Committee administers these
plans. The stock option plans are in compliance with the Securities and Exchange Board of
India (Share Based Employee. Benefits and Sweat Equity) Regulations, 2021, as amended
("Employee Benefits Regulations") and there have been no material changes to
these plans during the financial year. Disclosures on various plans, details of options
granted, number of shares arising as a result of exercise of options, etc., as required
under the Employee Benefits Regulations, are available on the Company's website at
https://www.wipro.com/content/ dam/nexus/en/investor/annual-reports/2021 -202 2/
disclosure-under-sebi-share-based-emplovee-benefits-
and-sweat-equity-regulations-2021-for-the-year-ended- march-31-2022.pdf.
No employee was issued stock options during the year 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 Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as Annexure I to this report.
A statement containing, inter alia, the names of top ten employees in
terms of remuneration drawn and every employee employed throughout the financial year and
in receipt of remuneration of Rs.102 lakh or more and, employees employed for part of the
year and in receipt of remuneration of Rs.8.50 lakh or more per month, pursuant to Rule
5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided as Annexure II to this report.
IV. INTERNAL FINANCIAL CONTROLS AND AUDIT
Internal Financial Controls and their Adequacy
The Board of your Company has laid down internal financial controls to
be followed by the Company and such internal financial controls are adequate and operating
effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
Statutory Audit
Deloitte Haskins & Sells LLP Chartered Accountants (Registration
No. 117366W/W-100018) have been appointed as the statutory auditors to hold the office
till the conclusion of the 76th AGM of the Company. The Board has recommended their
re-appointment as the statutory auditors of the Company, for a second term of five
consecutive years, from the conclusion of the 76th AGM scheduled to be held in the year
2022 till the conclusion of the 81st AGM to be held in the year 2027, for approval of
shareholders of the company at the ensuing AGM, based on the recommendation of the Audit,
Risk and Compliance Committee. Deloitte Haskins & Sells LLP have confirmed that they
satisfy the independence criteria required under the Companies Act, 2013 and other
applicable guidelines and regulations.
There are no qualifications, reservations or adverse remarks made by
Deloitte Haskins & Sells LLP Statutory Auditors, in their report for the financial
year ended March 31,2022.
Pursuant to provisions of the Section 143(12) of the Companies Act,
2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident
of fraud to the Audit, Risk and Compliance Committee during the year under review.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. V. Sreedharan, Partner, V. Sreedharan & Associates, a firm
of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The
Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2022,
is enclosed as Annexure III to this Report. There are no qualifications, reservations or
adverse 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 the
IT industry. Your Company has won several awards and accolades, details of which are
provided at page no. 17 of this Annual Report.
VI. SOCIAL RESPONSIBILITY AND SUSTAINABILITY
Corporate Social Responsibility
Your Company is at the forefront of Corporate Social Responsibility and
sustainability initiatives and practices. Your Company believes in contributing to
creating lasting impact towards creating a more just, equitable, humane, and sustainable
society.
Your Company has been involved with social initiatives for more than a
decade and a half and engages in a deep and meaningful manner on critical issues in the
fields of education, primary healthcare, urban ecology, and disaster response.
Your company works with a network of more than 200 committed partner
organizations in these domains. Some of the highlights of the work for the past year
include:
(i) Simultaneous focus on access and inclusion in schools for children
from vulnerable communities in combination with systemic, long term reforms in education.
There is a conscious focus in the current projects on children with disability and for
supporting government school infrastructure.
(ii) Wipro-earthian, a flagship program in sustainability education
with an outreach to nearly 1,500 schools and colleges across 30 states in India.
(iii) Expansion and strengthening of work in primary health care with
focus on Reproductive Health, Maternal, Infant and Child Care.
(iv) Active portfolio of projects that aim to improve urban water
governance and management in Bengaluru, Pune, Chennai, and Hyderabad.
(v) A model of robust employee volunteering and monetary contribution
with more than 35,000 employee volunteers in India, Philippines, US, UK, Romania, Poland,
Singapore, Australia, etc.
Continuing from last year, your Company provided Covid grants during
the peak of the second wave (April-July 2021) supporting the field work of some of its
existing partners with whom it had already worked in 2020. The grants included support for
running the Covid center at the Commonwealth Games village in New Delhi.
A key highlight is that your Company continued to run its Pune Covid
hospital till end of December 2021, when the Pune district administration suggested it be
wound down due to the low number of cases. Over a period of 18 months, the hospital
admitted over 6,400 patients, with a case fatality rate of 0.16%. Your Company's
support included 35,000 sq. ft of hospital space, 450 beds, medical equipment including
ventilators, a separate pediatric ward, a 250 litre per minute oxygen plant, ambulances,
food for all patients and staff, boarding for all doctors and nurses, the services of the
hospital CEO, critical medicines, and maintenance services.
Your Company also continued to support the Global Covid Care and
Medical Consortium ("GCCMC"), a virtual platform that accelerates knowledge
sharing about critical aspects of Covid care amongst doctors and medical experts.
As per the provisions of the Companies Act, 2013, a company meeting the
specified criteria shall spend at least 2% of its average net profits for three
immediately preceding financial years towards CSR activities. Accordingly, your Company
spent Rs.2,216 million towards CSR activities during the financial year 2021-22.
The Board of Directors noted that your Company's CSR spend for the
year ended March 31, 2021, was Rs.2,512 million as against its obligation of Rs.1,656
million. An excess of Rs.856 million which was spent in the financial year 2021- 22 is
available for set-off. Considering that Rs.856 million can be set off in a time frame of
three immediately succeeding years, and pursuant to the recommendation by the Board
Governance, Nomination and Compensation Committee, the Board of Directors of your Company
approved the set off the excess spend, in equal proportion, over a period of next three
financial years.
The contents of the CSR policy and the CSR Report as per the format
notified in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021
dated January 22, 2021, is attached as Annexure IV to this report. CSR policy is also
available on the Company's website at https://www.wipro.com/sustainabilitv-archive/.
The terms of reference of CSR committee, framed in accordance with
Section 135 of the Companies Act, 2013, forms part of Board Governance, Nomination and
Compensation Committee. The Committee consists of three Independent Directors, Mr. William
Arthur Owens, Ms. lreena Vittal and Mr. Patrick Dupuis, as its members. Mr. William Arthur
Owens is the Chairman of the Committee.
We affirm that the implementation and monitoring of CSR activities is
in compliance with the Company's CSR objectives and policy.
Particulars Regarding Conservation of Energy and Research and
Development and Technology Absorption
Details of steps taken by your Company to conserve energy through its
"Sustainability" initiatives, Research and Development and Technology Absorption
have been disclosed as part of the MD & A Report.
Foreign Exchange Earnings and Outgoings
During the financial year 2021-22, your Company's foreign exchange
earnings were Rs.548,490 million and foreign exchange outgoings were Rs.259,602 million as
against Rs.463,447 million of foreign exchange earnings and Rs.213,295 million of foreign
exchange outgoings for the financial year 2020-21.
VII. DISCLOSURES Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of the Annual Return as of March 31, 2022, on its
website at https://www.wipro.com/content/dam/nexus/en/investor/
annual-reports/2021-2022/annual-return-fy21-22.pdf.
Other Disclosures
a) Your Company has not accepted any deposits from the 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.
b) Your Company has not issued shares with differential voting rights
and sweat equity shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards
relating to ‘Meetings of the Board of Directors' and ‘General Meetings' during
the year.
d) Maintenance of cost records and requirement of cost Audit as
prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not
applicable to the business activities carried out by the Company.
e) 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.
f) Details of unclaimed dividends and equity shares transferred to the
Investor Education and Protection Fund authority have been provided as part of the
Corporate Governance report.
g) There are no proceedings initiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
h) There were no instances where your Company required the valuation
for one time settlement or while taking the loan from the Banks or Financial institutions.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates, financial institutions and
Central and State Governments for their consistent support and encouragement to the
Company. 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. Their dedication and competence have ensured that the Company continues to be
a significant and leading player in the IT Services industry.
For and on behalf of the Board of Directors,
| Bengaluru |
Rishad A. Premji |
| June 8, 2022 |
Chairman |
|